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EXHIBIT 99.B6-2
Services Agreement
with Fidelity
SERVICES AGREEMENT
This Agreement is made as of the 6th day of March, 1996 between: (1) the
Fidelity Investment Advisor Group ("FIAG" of Fidelity Brokerage Services, Inc.
("FBSI" and National Financial Services Corporation, ("NFSC") together
"Fidelity"), and (2) the undersigned ("Fund/Agent").
RECITALS
A. Fund/Agent is either (i) an open-end investment company with one or
more series or classes of shares (each such series or class of shares a
"Fund"), (ii) an investment adviser to or administrator for the Funds, (iii)
the principal underwriter or distributor for the Funds, or (iv) the transfer
agent for the Funds.
B. Fund/Agent wishes to have Fidelity to provide to Fund/Agent or on its
behalf certain administrative services with respect to beneficial owners of
shares ("Shareholder(s)") of such Funds which Fidelity makes available to
Shareholders through securities brokerage accounts carried by NFSC on behalf of
FIAG.
C. Fidelity agrees to provide such services on the terms and conditions
set forth herein.
AGREEMENT
THEREFORE in consideration of the mutual promises set forth herein, the
parties agree as follows:
I. SHAREHOLDER SERVICES
A. Shareholder Account Set-Up and Maintenance - To facilitate
Shareholders' ownership of shares of any Fund, Fidelity shall provide to FIAG
adequate facilities and procedures to: (1) establish and maintain Fund
investments on behalf of Shareholders within a consolidated brokerage
account(s) on the Fidelity transaction processing and recordkeeping system, and
(2) access Shareholders' current Fund information including, but not limited
to, share balances, dividend information and transaction history.
B. Shareholder Assistance - Fidelity shall make available to FIAG,
Shareholders and their agents any information maintained by Fidelity as may be
necessary to support and resolve Shareholder servicing inquiries. Fidelity
personnel will assist FIAG in the investigation of Shareholder inquiries when
necessary. FIAG will support Shareholder service inquiries from Shareholders
who maintain brokerage accounts with FIAG.
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C. Transaction Processing and Settlement - The Fidelity transaction
processing system shall enable Shareholders to purchase, redeem and exchange
shares of Funds available through Fidelity. NFSC shall facilitate settlement
with each Fund of Shareholder transactions in such Fund insofar as such
transactions are transmitted to NFSC by FIAG on behalf of Shareholders.
D. Shareholder Account Statement Preparation and Distribution - With
respect to each Shareholder holding Fund investments through Fidelity, Fidelity
shall deliver or cause to be delivered to such Shareholder monthly statements
when there has been activity in such Shareholder's brokerage account during
such month, or quarterly statements during periods when there has been no
monthly account activity. Statements will include transaction detail for the
statement period for each Fund in which shares were purchased, redeemed or
exchanged, and a summary of the number of Fund shares owned and share value
thereof as of the statement date to the extent such value is provided by the
Fund.
E. Confirmation Preparation Distribution - Fidelity shall generate a
written confirmation for each purchase, redemption and exchange transaction
affecting each Shareholder's Fund investments held through Fidelity to the
extent such confirmation is required, and such confirmation shall be
distributed to Shareholders through or on behalf of FIAG.
F. Payment of Fund Distributions - NFSC shall distribute to Shareholders
all dividend, capital gain or other payments authorized by the Fund and
distributed to and received by NFSC, and such distributions shall be credited
to Shareholders in accordance with the instructions provided by each
Shareholder, including but not limited to dividend reinvestment into the Fund,
or cash payments of distributions.
G. Prospectus Fulfillment - FIAG will provide a prospectus to prospective
shareholders or their agent upon request, provided Fund/Agent has provided
adequate copies thereof to FIAG. Subsequent to any Shareholder's acquisition
of shares of a Fund by purchase or exchange, Fidelity shall provide to such
Shareholder a confirming prospectus for such Fund to the extent such prospectus
is required with respect to such acquisition and is provided by the Fund to
Fidelity or its designee.
Fund/Agent acknowledges and agrees that Fidelity is not responsible for
(i) the compliance of any prospectus or supplement thereto, annual report,
proxy statement or item of advertising or marketing material of or relating to
any Fund, which is prepared by Fund or Fund/Agent, with any applicable laws,
rules or regulations, (ii) the registration or qualification of any shares of
any Fund under any federal or applicable state laws or (iii) the compliance by
any Fund or Fund/Agent or any "affiliated person" (as that term is defined in
the rules under the Investment Company Act of 1940, as amended), with any
applicable federal or state law, rule, or regulation or the rules and
regulations of any self-regulatory organization with jurisdiction over such
Fund, Fund Agent or affiliated person.
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H. Account Level Tax Reporting - NFSC shall provide to Shareholders
through FIAG such reports and information as may be required by the
then-prevailing laws and regulations under the Internal Revenue Code for
non-retirement accounts and qualified and non-qualified retirement plan
accounts.
II. REPRESENTATIONS AND WARRANTIES
A. Fund/Agent represents and warrants that:
(1) it has the requisite authority to enter into this agreement
on its own behalf and on behalf of the Fund(s), and
(2) that the payment to NFSC of any fees pursuant hereto:
(a) has been duly authorized by the Fund(s), the Board of
Trustees of the Fund(s), or any other persons to the extent such
authorization is required to properly make such payment;
(b) is properly disclosed in the relevant Fund prospectus
to the extent such disclosure may be required, and
(c) is in material conformity with all federal, state and
industry laws or regulations to which the Fund or its agents are
subject.
B. FBSI and NFSC each represent and warrant that:
(1) it is a corporation duly organized under the laws of the
Commonwealth of Massachusetts and is duly registered and/or
qualified as a broker/dealer with the SEC, NASD and in every state
or territory of the United States of America (including the District
of Columbia) where such registration or qualification is required
and has the requisite authority to enter into this Agreement and to
carry out the services contemplated herein:
(2) the execution and delivery of this Agreement and the
performance of the services contemplated herein have been duly
authorized by all necessary corporate action in its part, and this
Agreement constitutes the valid and binding obligations of FBSI and
NFSC; and
(3) it is in material conformity with all federal, state and
industry laws or regulations to which it is subject.
(4) Upon written instruction from Fund/Agent, FIAG will accept
orders for the purchase of shares of a fund only from investment
advisors registered under the Investment Advisors Act of 1940.
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C. Each party hereto represents and warrants that it shall provide to
the others such information or documentation necessary for such party
to fulfill its obligations hereunder, such other information or
documentation as any party may reasonably request, and that it shall
comply with such operating policies and procedures as the parties may
adopt from time to time.
III. FEES
For the services provided by Fidelity hereunder, Fund/Agent shall pay to
FIAG a fee with respect to each Fund, which fee shall be based upon a
percentage per annum of the average daily value of the aggregate number of
shares of the Fund held by NFSC for the accounts of customers of FIAG. Such
fee shall be calculated and paid in accordance with Exhibit A hereto.
In the event the parties agree to material changes to the scope of
services provided hereunder, the parties agree to negotiate in good faith as to
the appropriate amendment to the fees due FIAG.
IV. INDEMNIFICATION
Fund/Agent shall indemnify and hold harmless Fidelity and each officer,
employee and agent of Fidelity from and against any and all claims, demands,
actions, losses, damages, liabilities, or costs, charges, counsel fees, and
expenses of any nature ("Losses") arising out of (ii) any inaccuracy or
omission in any prospectus or supplement thereto, registration statement,
annual report or proxy statement, of any Fund or Fund/Agent or any advertising
or promotional material generated by any Fund or Fund/Agent, (ii) any breach by
Fund/Agent of any representation, warranty, covenant, or agreement contained in
this Agreement and (iii) any action taken or omitted to be taken by Fidelity
pursuant to this Agreement, except to the extent such Losses result from
Fidelity's breach of this Agreement, willful misconduct, or gross negligence.
I. CONFIDENTIALITY
Each party acknowledges and understands that any and all technical, trade
secret, or business information, including, without limitation, financial
information, business or marketing strategies or plans, product development or
customer information, which is disclosed to the other or is otherwise obtained
by the other, its affiliates, agent or representatives during the term of the
Agreement (the "Proprietary Information") is confidential and proprietary,
constitutes trade secrets of the owner and is of great value and importance to
the success of the owner's business. Each party agrees to use its best efforts
(the same being not less than that employed to protect his own proprietary
information) to safeguard the Proprietary Information and to prevent the
unauthorized, negligent or inadvertent use or disclosure thereof. Neither
party shall, without the prior written approval of any officer of the other,
directly or indirectly, disclose the Proprietary Information to any person or
business entity except for a limited number of employees,
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attorneys, accountants and other advisors of the other on a need-to-know basis
or as may be required by law or regulation. Each party shall promptly notify
the other in writing of any unauthorized, negligent or inadvertent use or
disclosure of Proprietary Information. Each party shall be liable under this
Agreement to the other for any use or disclosure in violation of this Agreement
by its employees, attorneys, accountants, or other advisors or agents. This
Section V shall continue in full force and effect notwithstanding the
termination of this Agreement.
VI. DURATION AND TERMINATION OF AGREEMENT
With respect to any Fund, this agreement shall become effective upon the
date such Fund is identified on Exhibit B, and this Agreement is approved by
the Fund or its Board of Trustees if such approval is required, and shall
continue in force for one year, and shall thereafter continue automatically for
successive annual periods unless earlier terminated and subject to any periodic
approval required by the Fund or its Board of Trustees. This Agreement is
terminable as to any Fund by any party upon 60 days written notice thereof to
the other parties or upon default hereof provided that such default shall not
terminate this Agreement to the extent the defaulting party has been notified
of such default by the non-defaulting party and the defaulting party cures such
default within 10 business days of notice of such default.
After the date of termination as to any Fund, no fee will be due with
respect to any shares of such Fund that are first placed or purchased in FIAG
customer accounts after the date of such termination. However, notwithstanding
any such termination. Fund/Agent will remain obligated to pay FIAG the fee as
to each share of such Fund that was considered in the calculation of the fee as
of the date of such termination, for so long as such share is held in the FIAG
account. This Agreement, or any provision hereof, shall survive termination to
the extent necessary for each party to perform its obligations with respect to
shares for which a fee continues to be due subsequent to such termination.
This Agreement shall automatically terminate in the event of its assignment.
VII. MISCELLANEOUS
A. Custody - Fund/Agent acknowledges that Fund shares maintained by the
Fund for shareholders hereunder are held in custody for the exclusive
benefit of customers of NFSC and FIAG and shall be held free of any
right, charge, security interest, lien or claim against NFSC in favor of
the Fund or its agents acting on behalf of the Fund.
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B. Transaction Charges - During the term of this Agreement FIAG shall not
assess against or collect from its brokerage customers any transaction
fee upon the purchase or redemption of any Fund's shares that are
considered in calculating the fee due pursuant to Section III hereof.
The parties acknowledge and agree that FIAG reserves the right to collect
such transaction fees from certain customers (including "ActiveTraders,"
as FIAG may define that term) for certain special trading services and
from other customers upon such other customers' redemption of certain
shares.
C. Use of Fidelity Investments Name - Fund/Agent will not, nor will
Fund/Agent cause or permit any Fund to, describe or refer the name
"Fidelity Investments" or any derivation thereof, or to FMR Corp. or any
affiliate thereof or to the services or relationship contemplated by this
Agreement in any advertisement or promotional materials or activities
without the prior written consent of an authorized officer of Fidelity.
D. Nonexclusivity - Fund/Agent acknowledges that Fidelity may perform
services similar to those to be provided under this Agreement to other
investment companies, investment company sponsors, or service providers
to investment companies.
E. Force Maieure - Neither Fidelity nor Fund/Agent or their respective
affiliates shall be liable to the other or to any Fund for any damage,
claim or other loss whatsoever caused by circumstances or events beyond
its reasonable control.
F. Notices - All notices and communications required or permitted by this
Agreement shall be in writing and delivered personally or sent by first
class mail unless otherwise agreed. All such notices and other
communications shall be made:
if to FIAG, to: Fidelity Investment Advisor Group
00 Xxxxxxxxxx Xxxxxx, X0X
Xxxxxx, XX 00000
Attn: Xxxxx Xxxxxxx
if to Fund/Agent, to: Haven Capital Management, Inc.
000 Xxxxx Xxxxxx 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx X. Xxxxxxxxx
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G. This Agreement and any Exhibits hereto may be amended only upon the
written agreement of the parties.
H. This Agreement may not be transferred or assigned by either Fund/Agent
or Fidelity, and shall be construed in accordance with the laws of the
commonwealth of Massachusetts.
IN WITNESS WHEREOF: the parties have executed this Agreement as of
the date first written above.
Fidelity Investment Advisor
Group of
Fund/Agent Fidelity Brokerage Services,
Inc.
By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxx X. Xxxxxx
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Title: President Title: Vice President
Fund or
Company The Haven Capital Management Trust
National Financial Services
Corporation
By: /s/
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Title: Director
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EXHIBIT A
Calculation and Payment of Fees Pursuant to Section III
1. Except as provided in paragraph 2 below, for the services provided by
Fidelity hereunder, Fund/Agent shall pay to FIAG a fee with respect to each
fund, calculated daily and paid monthly in arrears, equal to (1) .35 percent
per annum with respect to non-fixed Income Funds held in accounts at NFSC on
behalf of customers of FIAG (determined by multiplying the number of such
shares times the publicly-reported net asset value of each share), and (2) .25
percent per annum with respect to Fixed Income Funds (as defined below),
excluding the value of (i) shares as to which a brokerage customer may pay a
transaction fee to FIAG because such customer has been defined as an Active
Trader, and (ii) shares held in a brokerage account prior to the effective date
of the Agreement as to the Fund issuing such shares, and (iii) shares first
placed or purchased in a brokerage account after the termination of the
Agreement as to the Fund issuing such shares. The total number of shares of
all Funds with respect to which a fee will be due to Fidelity hereunder shall
be referred to in this Exhibit A as "Participating Assets". For the purposes
of Exhibit A, Fixed Income Fund shall be defined as any Fund whose underlying
portfolio at the time of the calculation of the fee is not less than 80%
invested in fixed income instruments.
2. With respect to non-Fixed Income Funds acquired and held through a FIAG
account, Fidelity shall calculate the total market value of Participating
Assets for each Fund/Agent two times per calendar year, once as of Fidelity's
brokerage month end in June and once as of Fidelity's brokerage month end in
December. In the event that as of any such month-end the total value of
Fund/Agent Participating Assets equals or exceeds the amount(s) set forth
below; then the fee due FIAG with respect to total participating Assets shall
be adjusted prospectively as of such month-end to the per annum fee set forth
opposite the total value of Participating Assets. The new fee will apply on a
per annum basis going forward, calculated daily and paid monthly in arrears, on
all participating assets until the next evaluation date.
Total Value of Fund/Agent
Participating Assets Per Annum Fee
$100 million up to $500 million .30%
over $500 million .25%
In all other respects, the fee due FIAG shall be calculated and payable in
accordance with this Agreement and Exhibit A.
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3. Subsequent to each month-end, NFSC shall send to Fund/Agent a statement of
the market value of shares of the Fund for which the fee is calculated for the
preceding month, together with a statement of the amount of such fee. In the
calculation of such fee, NFSC records shall govern unless Fund/Agent can
demonstrate that the number of shares of Fund price(s) used in such calculation
is inaccurate.
4. Fund/Agent shall pay to FIAG such fee within 30 days after Fund/Agent's
receipt of such statement. Such payment shall be by wire transfer or other
form acceptable to NFSC and shall be separate from payments related to
redemption proceeds and distributions.
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EXHIBIT B
FUNDS PARTICIPATING IN SERVICES AGREEMENT
Fund Name Cusip Trading Symbol
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The Haven Fund 419353107 HAVEX
