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EXHIBIT 99.B6-1
Standard broker -
dealer agreement
BROKER-DEALER AGREEMENT
FOR THE SALE OF SHARES OF THE
HAVEN CAPITAL MANAGEMENT TRUST
Ladies and Gentlemen:
We are the principal underwriter (as such term is defined in the Investment
Company Act of 1940, as amended) of the offering of shares of beneficial
interest of the Haven Fund (the "Fund"), a portfolio of The Haven Capital
Management Trust (the "Trust"), and the agent for the continuous distribution
of such shares pursuant to the terms of the Distribution Agreement between us
and the Fund. You desire to enter into an Agreement with us for the sale of
shares of beneficial interest in the Fund. As used herein, the term
"Prospectus" shall mean the prospectus and, unless the context otherwise
requires, related statement of additional information (the "Statement of
Additional Information") incorporated therein by reference, as the same are
amended and supplemented from time to time, of the Fund.
In consideration for the mutual covenants contained herein, it is hereby agreed
that our respective rights and obligations shall be as follows:
1. Customers of yours who purchase shares are for all purposes your
customers and not customers of us or the Fund. You shall be responsible for
opening, approving and monitoring customer accounts and for the review and
supervision of these accounts, all in accordance with the rules of the
Securities and Exchange Commission ("SEC") and National Association of
Securities Dealers, Inc. (the "NASD"). In no transaction involving shares
shall you have any authority to act as agent for the Fund or for us.
2. In offering shares, you shall rely solely and conclusively on the
representations contained in the Prospectus. You agree that you shall not
offer or sell shares except in accordance with all applicable federal and state
laws and the rules and regulations of applicable regulatory agencies or
authorities. In connection with offers to sell and sales of shares of the
Fund, you agree to deliver or cause to be delivered to each person to whom any
such offer or sale is made, at or prior to the time of such offer or sale, a
copy of the Prospectus and, upon request, Statement of Additional Information,
annual and interim reports, and proxy solicitation materials relating to the
Fund in reasonable quantities upon request.
3. You shall not make any representations concerning shares other than
those contained in the Prospectus or in any promotional materials or sales
literature furnished to you by us. You shall not furnish or cause to be
furnished to any person or display or publish any information or materials
relating to the Fund (including, without limitation, promotional materials and
sales literature, advertisements, press releases, announcements, statements,
posters, signs or other similar material), except such information and
materials as may be furnished to you by us, and such other information and
materials as may be approved in writing by us.
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4. All orders for the purchase of any shares shall be executed at the
public offering price per share (i.e., the net asset value per share) and all
orders for the redemption of any shares shall be executed at the net asset
value per share, in each case as described in the Prospectus. The minimum
initial purchase order shall be as set forth in the Prospectus. The Fund
reserves the right to reject any purchase order. The Fund and us also reserve
the right, at our discretion and without notice, to suspend the sale of shares
or withdraw entirely the sale of shares.
5. The procedures relating to orders and the handling thereof will be
subject to the terms of the Prospectus and instructions either we or the Fund's
transfer agent provide from time to time. No conditional orders will be
accepted. Purchase orders will be made only for the purpose of covering
purchase orders already received from your customers. Further, you shall place
purchase orders from customers with the Fund immediately and shall not withhold
the placement of such orders so as to profit yourselves; provided, however,
that the foregoing shall not prevent the purchase of shares by you for your own
bona fide investment. You agree that: (a) you shall not effect any
transactions (including, without limitation, any purchases and redemptions) in
any shares registered in the name of, or beneficially owned by, any customer
unless such customer has granted you full right, power and authority to effect
such transactions on his or her behalf, and (b) the Fund, each Transfer Agent
and we and their or our agents, employees, controlling persons and affiliates
shall not be liable for, and shall be fully indemnified and held harmless by
you from and against, any and all claims, demands, liabilities and expenses
(including, without limitation, reasonable attorney's fees) which may be
incurred by us or any of the foregoing persons entitled to indemnification from
you hereunder arising out of or in connection with the execution of any
transactions in shares registered in the name of, or beneficially owned by, any
customer in reliance upon any oral or written instructions believed to be
genuine and to have been given by or on behalf of you. The indemnification
agreement contained in this Paragraph 5 shall survive the termination of this
Agreement.
6. Payment for orders from you for the purchase of shares will be made in
accordance with the terms of the Prospectus. If payment of any purchase order
is not received in accordance with the terms of the Prospectus, we reserve the
right, without notice, to cancel the sale and hold you responsible for any loss
sustained as a result thereof.
7. You acknowledge that the terms of the Prospectus provides that
certificates for shares will not be issued under any circumstances and you
agree to be so bound.
8. You hereby represent and warrant that: (a) you are a corporation,
partnership or other entity duly organized and validly existing in good
standing under the laws of the jurisdiction in which you are organized; (b) the
execution and delivery of this Agreement and the performance of the
transactions contemplated hereby have been duly authorized by all necessary
action and all other authorizations and approvals (if any) required for your
lawful execution and delivery of this Agreement and your performance hereunder
have been obtained; and (c) upon execution and delivery by you, and assuming
due and valid execution and delivery by us, this Agreement will constitute a
valid and binding agreement, enforceable against you in accordance with its
terms.
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9. You further represent and warrant that you are a member of the NASD and
you agree to abide by all of the rules and regulations of the NASD, including,
without limitation, its Rules of Fair Practice. You agree to comply with all
applicable federal and state laws, rules and regulations and agree to indemnify
and hold the Funds, its investment adviser, and theirs and our agents,
controlling persons and affiliates and us harmless from any loss or damage
resulting from any failure on your part to comply with all applicable laws,
rules and regulations. We agree to inform you, upon your request, as to the
states in which we believe the shares of the Fund have been qualified for sale
under, or are exempt from the requirements of, the respective securities laws
of such states, but we shall have no obligation or responsibility to make
shares available for sale to your customers in any jurisdiction. You agree to
notify us immediately in the event of your expulsion or suspension from the
NASD. Your expulsion or suspension from the NASD will automatically terminate
this Agreement immediately without notice.
10. The names and addresses and other information concerning your
customers are and shall remain your sole property, and neither we nor our
affiliates shall use such names, addresses or other information for any purpose
except in connection with the performance of our duties and responsibilities
hereunder and except for servicing and informational mailings relating to the
Fund. Notwithstanding the foregoing, this Paragraph 10 shall not prohibit us
or any of our affiliates from utilizing for any purpose the names, addresses or
other information concerning any of your customers if such names, addresses or
other information are obtained in any manner other than from you pursuant to
this Agreement. The provisions of this Paragraph 10 shall survive the
termination of this Agreement.
11. In consideration of your providing distribution and marketing services
in the promotion of the sale of shares of the Fund, and furnishing services and
assistance to your customers who invest in and own shares of the Fund, we will
pay to you, and you will accept as full payment therefor, a fee at the annual
rate of 0.25% of the average daily net asset value of the shares beneficially
owned by your clients for whom you are the dealer of record or holder of record
or which are owned by your clients whose records, as maintained by the Fund or
its agents, designate your firm as the client's dealer of record (the "Clients'
Shares"), which fee will be computed daily and payable quarterly. For purposes
of determining the fees payable under this Section 11, the average daily net
asset value of the Clients' Shares will be computed in the manner specified in
the Fund's Registration Statement (as the same is in effect from time to time)
in connection with the computation of the net asset value of shares for
purposes of purchases and redemptions. The fee rate stated above may be
prospectively increased or decreased by us, in our sole discretion, at any time
upon notice to you. In addition, you understand that the payments of
distribution fees to you shall be made from monies we receive under the Fund's
Distribution Plan ("Plan") adopted pursuant to Rule 12b-1 under the Investment
Company Act of 1940, as amended (the "1940 Act") and as such, the payment of
such fees is subject to the provisions of said Rule and Plan, as well as any
other applicable rules or regulations promulgated by the Securities and
Exchange Commission.
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12. You will furnish us or our designee with such information as we or
they may reasonably request, and will otherwise cooperate with us and our
designees (including, without limitation, any auditors designated by us or the
Fund), in connection with the preparation of reports to us or the Fund's Board
of Directors concerning this Agreement and the monies paid or payable by us
pursuant hereto, as well as any other reports or filings that may be required
by law, and any other documents or information relating to this Agreement as we
may reasonably request from time to time.
13. By your written acceptance of this Agreement, you represent, warrant
and agree that: (i) the compensation payable to you hereunder, together with
any other compensation you receive from clients for services contemplated by
this Agreement, will not be excessive or unreasonable under the laws and
instruments governing your relationships with clients; and (ii) you will
provide to clients a schedule of any fees that you may charge to them relating
to the investment of their assets in shares of the Fund.
14. Neither this Agreement nor the performance of the services of the
respective parties hereunder shall be considered to constitute an exclusive
arrangement, or to create a partnership, association or joint venture between
you and us. Neither party hereto shall be, act as, or represent itself as, the
agent or representative of the other, nor shall either party have the right or
authority to assume, create or incur any liability or any obligation of any
kind, express or implied, against or in the name of, or on behalf of, the other
party. This Agreement is not intended to, and shall not, create any rights
against either party hereto by any third party solely on account of this
Agreement. Neither party hereto shall use the name of the other party in any
manner without the other party's prior consent, except as required by any
applicable federal or state law, rule or regulation, and except pursuant to any
promotional programs mutually agreed upon in writing by the parties hereto.
15. Except as otherwise specifically provided herein, all notices required
or permitted to be given pursuant to this Agreement shall be given in writing
and delivered by personal delivery or by postage prepaid, registered or
certified United States first class mail, return receipt requested, or by
facsimile, telex, telegram or similar means of same day delivery (with a
confirming copy by mail as provided herein). Unless otherwise notified in
writing, all notices to us shall be given or sent to us at our offices located
at 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxx, 00000, and all
notices to you shall be given or sent to you at your address shown below.
16. This Agreement shall become effective on the date a fully executed
copy of this Agreement is received by us. This Agreement shall continue in
effect until amended or terminated as provided herein provided the Plan and
related agreement are approved at least annually by vote of the Trustees of the
Trust who are not "interested persons" (as defined in the 0000 Xxx) and have no
direct or indirect financial interest in the operation of the Plan or any
agreement related thereto, cast in person at a meeting called for the purpose
of voting on such Plan or agreement. This Agreement may be terminated without
penalty at any time by either party upon written notice to the other party, by
a majority of the Trustees of the Trust who are not "interested persons" and
who have no direct or indirect financial interest in the operation of
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the Plan or any agreement related thereto, or by a vote of a majority of the
outstanding voting securities of the Fund. In addition, this Agreement shall
terminate automatically in the event of its assignment (as defined in the 0000
Xxx) or upon the happening of any event that terminates the Trust's
Distribution Agreement with us.
17. This Agreement shall be governed by and construed in accordance with
the internal laws of the State of Wisconsin, without giving effect to
principles of conflicts of laws.
Very truly yours,
SUNSTONE DISTRIBUTION SERVICES, LLC.
By:
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Date:
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If you agree to be legally bound by the provisions of this Agreement, please
sign where indicated below and return such executed copy to us at 000 Xxxx
Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxx, 00000. Upon receipt thereof,
this instrument and such signed duplicate copy will evidence the agreement
between us.
Dealer:
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Address:
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By:
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Authorized Officer
Name and Title:
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Date:
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Contact Person:
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Phone:
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