EXHIBIT h(6)
FORM OF
SERVICE AGREEMENT
This SERVICE AGREEMENT ("Agreement"), made as of this [ ] day of [ ] by
and between New England Funds Management L.P. ("NEFM"), a Delaware limited
partnership and investment adviser to the funds listed on Attachment A (referred
to individually as the "Fund" and collectively as the "Funds"), and[Name of
Advisor], a Delaware limited partnership and investment adviser to the
portfolios listed on Attachment B (referred to individually as the "Portfolio"
and collectively as the "Portfolios").
W I T N E S S E T H:
WHEREAS, each Fund and each Portfolio are registered as open-end,
diversified or non-diversified management investment companies under the
Investment Company Act of 1940, as amended;
WHEREAS, New England Funds Trust III (the "Trust") has entered into
agreements with NEFM ("Investment Advisory Agreement") for the provision of
advisory services to the Funds;
WHEREAS, the Trust has entered into an agreement with Nvest Services
Company, Inc. ("Transfer Agency Agreement") under which Nvest Services Company,
Inc. provides the Trust with shareholder servicing, account management, transfer
and dividend disbursing services, shareholder reports, proxies, prospectuses and
similar shareholder communication services and other related recordkeeping
services for each Fund;
WHEREAS, the Trust has entered into agreements with New England Funds,
L.P. ("Distribution Agreement") for the provision of distribution services in
connection with the shares of each Fund;
WHEREAS, the Trust has entered into agreements with NEFM
("Administrative Agreement") for the provision of certain administrative
services to each Fund;
WHEREAS, each Fund intends to invest its assets exclusively in a
Portfolio, except for temporary defensive purposes and cash or cash items
pending investment in the Portfolio or necessary to meet current redemptions or
Fund expenses;
WHEREAS, each Fund is expected to provide a means by which a Portfolio
can increase its asset base without adding a substantial number of shareholder
accounts which are, or would be, invested directly in the Portfolio; and
WHEREAS, [Name of Advisor] has determined that it is reasonable to
expect that the services provided by NEFM under the Investment Advisory
Agreements and the Administration Agreement, New England Funds, L.P., under the
Distribution Agreements, and Nvest Services Company, Inc., under the Transfer
Agency Agreement, to the Funds will result in benefits to [Name of Advisor.]
NOW, THEREFORE, in consideration of the promises and mutual covenants
made herein, it is agreed by and among the parties hereto as follows:
1. OMNIBUS ACCOUNTS
The Portfolio will have a single omnibus account on its books for a
Fund which will hold shares of the Portfolio.
2. SERVICE FEE
In recognition of the services provided by NEFM, New England Funds,
L.P and Nvest Services Company, Inc. to each Fund and the
corresponding benefits that said services have to each Portfolio and
to [Name of Advisor], [Name of Advisor] will pay an annual fee as set
forth in Schedule A hereto. Nvest Services Company, Inc. shall
provide an invoice for each Fund to [Name of Advisor] at the end of
each quarter and such invoice shall include the information on which
the fee is calculated. The fee shall be payable within 20 days
following the receipt of the monthly invoice and shall be paid to
NEFM.
3. LIABILITIES
No party hereto shall be liable to any other party hereto for any
action taken or thing done by it or its agent or contractors in
carrying out the terms and provisions of this agreement provided such
party has acted in good faith and without negligence or willful
misconduct and selected its agents and contractors with reasonable
care.
NEFM acknowledges and agrees that the Underlying Trust, any of its
series, trustees, officers, or [Name of Advisor], any of its officers,
employees or agents (collectively referred to as a " [Name of Advisor]
Party") shall not be responsible for: (i) any information contained in
any registration statement, prospectus, statement of additional
information, periodic reports to shareholders, proxy statements,
supplements, or advertising or marketing materials prepared by or on
behalf of the Trust or the Fund, except for information reviewed by
any [Name of Advisor] Party concerning the Portfolio's disclosure
contained in the Trust's Registration Statement pursuant to Items 2,
3, 4, 5, 12, 15 and/or 16 under Form N-1A ("N-1A Disclosure"), or
provided to the Fund or NEFM by any [Name of Advisor] Party for that
purpose; or (ii) the compliance or failure to comply by the Fund or
its agents with applicable federal or state law, rule or regulation of
any administrative or self-regulatory organization with jurisdiction
over the Fund or any such agent, except to the extent that the Fund's
or such agent's failure to comply with such law, rule or regulation is
caused by any [Name of Advisor] Party's failure to comply with any
applicable law, rule or regulation.
NEFM shall indemnify, defend and protect each [Name of Advisor] Party,
and hold them harmless from and against and all claims, demands,
actions, losses, damages, liabilities, cost, charges, reasonable
attorney fees and expenses of any nature it or they may incur arising
out of or from (i) any statement or representation or omission of
material fact that NEFM makes concerning the Portfolio that is
inconsistent with or not included in the Portfolio's current
prospectus, statement of additional information, periodic reports,
proxy statement, supplements, sales materials; such other materials
that has been reviewed by any [Name of Advisor] Party concerning the
N-1A Disclosure contained in the Trust's Registration Statement; or
such other materials as, from time to time, is provided to NEFM in
writing by any [Name of Advisor] Party; or (ii) any failure by NEFM to
comply with any applicable federal or state law, rule or regulation of
any administrative or self-regulatory organization with jurisdiction
over NEFM except to the extent that NEFM's failure to comply with such
law, rule or regulation is caused by any [Name of Advisor] Party.
Each [Name of Advisor] Party shall indemnify, defend and protect the
Trust, its series, trustees and officers, NEFM , NEF, any of their
officers, employees and agents (collectively referred to as a "NEFM
Party"), and hold them harmless from any and all claims, demands,
actions losses, damages, liabilities, cost, charges, reasonable
attorney fees and expenses of any nature it or they may incur arising
out of or from: (i) any untrue statement of a material fact contained
in the Portfolio's current prospectus, statement of additional
information, periodic reports to shareholders, proxy statements or
supplements, such other materials that has been reviewed by any [Name
of Advisor] Party concerning the Portfolio's N-1A Disclosure contained
in the Trust's Registration Statement or such other materials as, from
time to time, is provided to NEFM in writing by any [Name of Advisor]
Party or any omission therefrom of a material fact required to be
stated therein or necessary to make the statement therein not
misleading; or (ii) any failure of any [name of Advisor] Party to
comply with applicable federal or state law, rule or regulation of any
administrative or self-regulatory organization with jurisdiction over
any NEFM Party, except to the extent that such failure is caused by
any NEFM Party.
4. DURATION AND TERMINATION OF THIS AGREEMENT
This Agreement shall become effective as of the date of its execution
and shall continue in effect until terminated. Any party may terminate
this Agreement as to itself, by written notice delivered to the other
parties; but such termination shall not operate to terminate this
Agreement among the other parties.
Termination of this Agreement pursuant to this section 4 shall be
without payment of any penalty. Upon termination hereof, outstanding
obligations hereunder shall survive.
5. AMENDMENT OF THE AGREEMENT
The Agreement may be modified or amended from time to time by mutual
written agreement between the parties hereto. This Agreement may be
amended in the future to include as additional parties to the
Agreement, including but not limited to, other investment companies
affiliated with [Name of Advisor].
6. NOTICE
Any notice under this Agreement shall be in writing, addressed and
delivered or sent by registered or certified mail, postage prepaid, to
the other party at such address as such other party may designate for
the receipt of such notices.
7. INTERPRETIVE PROVISIONS
In connection with the operation of this Agreement, the parties may
agree from time to time on such provisions interpretive of or in
addition to the provisions of this Agreement as may in their joint
opinion be consistent with the general tenor of this Agreement. Any
such interpretive or additional provisions are to be signed by all
parties and annexed hereto, but no such provisions shall contravene
any applicable Federal or State law or regulation. Also, no existing
provision of this Agreement, or interpretive or additional provision
described above, shall be effective if, as a result, a Fund or any
Underlying Fund would lose its status as a regulated investment
company under Subchapter M of the Internal Revenue Code.
8. STATE LAW
This Agreement shall be construed and enforced in accordance with and
governed by the laws of the Commonwealth of Massachusetts.
9. CAPTIONS
The captions in the Agreement are included for convenience of
reference only and in no way define or limit any of the provisions
hereof or otherwise affect their construction or effect.
IN WITNESS WHEREOF, the parties have caused the Agreement to be
executed as of the day and year first above written.
New England Funds Management, L.P. [Name of Advisor]
By: _______________________ By: _______________________
Name: _____________________ Name: _____________________
Title: ____________________ Title: ____________________
SCHEDULE A
For the services rendered to a Fund, [Name of Advisor] agrees to pay NEFM a
quarterly fee equal to the 0.25% (at an annual rate) of the average daily net
asset value of the shares of the Portfolio held in that Fund during the calendar
quarter, less any fees paid by a Portfolio to Nvest Services Company, Inc.
pursuant to the Special Servicing Agreement entered into among the Fund, the
Portfolio and Nvest Services Company, Inc. Any payment due in such invoice shall
be adjusted to reflect the amount of any charges billed to a Portfolio under the
Special Services Agreement.
