FULFILLMENT SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of this
17th day of December, 1998, by and between Kirr,
Xxxxxxx Partners Funds, Inc., a Maryland corporation
(hereinafter referred to as the "Company"), Firstar
Mutual Fund Services, LLC, a Wisconsin limited
liability company (hereinafter referred to as
"Firstar"), Kirr, Xxxxxxx & Company, LLC, an Indiana
limited liability company (hereinafter referred to as
the "Adviser"), and Xxxxxxxx Capital Markets, Inc., a
New York corporation (hereinafter referred to as the
"Distributor").
WHEREAS, the Adviser is a registered investment
adviser under the Investment Advisers Act of 1940, as
amended;
WHEREAS, the Adviser serves as investment adviser
to the Company, a registered investment company under
the Investment Company Act of 1940, as amended, which
is authorized to create separate series of funds;
WHEREAS, the Distributor is a registered broker-
dealer under the Securities Exchange Act of 1934, as
amended, and serves as principal distributor of Company
shares;
WHEREAS, Firstar provides fulfillment services to
mutual funds;
WHEREAS, the Adviser, the Distributor, and the
Company desire to retain Firstar to provide fulfillment
services for the Kirr, Xxxxxxx Partners Value Fund and
each additional series of the Company listed on
Exhibit A attached hereto (each, a "Fund"), as may be
amended from time to time.
NOW, THEREFORE, the parties agree as follows:
1. Duties and Responsibilities of Firstar
1.Answer all prospective shareholder calls
concerning the Fund.
2.Send all available Fund material requested by
the prospect within 24 hours from time of
call.
3.Receive and update all Fund fulfillment
literature so that the most current
information is sent and quoted.
4.Provide 24-hour answering service to record
prospect calls made after hours (7 p.m. to
8 a.m. CT).
5.Maintain and store Fund fulfillment inventory.
6.Send periodic fulfillment reports to the Company
as agreed upon between the parties.
2. Duties and Responsibilities of the Company
1.Provide Fund fulfillment literature updates to
Firstar as necessary.
2.Coordinate with the Distributor the filing with
the NASD, SEC and State Regulatory Agencies,
as appropriate, all fulfillment literature
that the Fund requests Firstar send to
prospective shareholders.
0.Xxxxxx Firstar with sufficient inventory of
fulfillment materials as requested from time
to time by Firstar.
4.Provide Firstar with any sundry information
about the Fund in order to answer prospect
questions.
3. Indemnification
The Company agrees to indemnify Firstar from any
liability arising out of the distribution of
fulfillment literature which has not been approved by
the appropriate Federal and State Regulatory Agencies.
Firstar agrees to indemnify the Company from any
liability arising from the improper use of fulfillment
literature during the performance of duties and
responsibilities identified in this agreement.
4. Compensation
The Company, if permissible under any Rule 12b-1
plan in effect from time to time for the benefit of the
Fund and only to the extent consistent with the terms
of such plan, or the Adviser, or the Distributor,
agrees to compensate Firstar for the services performed
under this Agreement in accordance with the attached
Exhibit A. All invoices shall be paid within ten days
of receipt.
5. Proprietary and Confidential Information
Firstar agrees on behalf of itself and its
directors, officers, and employees to treat
confidentially and as proprietary information of the
Company all records and other information relative to
the Company and prior, present, or potential
shareholders of the Company (and clients of said
shareholders), and not to use such records and
information for any purpose other than the performance
of its responsibilities and duties hereunder, except
after prior notification to and approval in writing by
the Company, which approval shall not be unreasonably
withheld and may not be withheld where Firstar may be
exposed to civil or criminal contempt proceedings for
failure to comply, when requested to divulge such
information by duly constituted authorities, or when so
requested by the Company.
6. Termination
This Agreement may be terminated by any party upon
30 days written notice.
IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed by a duly
authorized officer in one or more counterparts as of
the day and year first written above.
KIRR, XXXXXXX PARTNERS FIRSTAR MUTUAL FUND
FUNDS, INC. SERVICES, LLC
By:___________________ By:____________________
Its:__________________ Its:___________________
KIRR, XXXXXXX & COMPANY XXXXXXXX CAPITAL MARKETS, INC.
By:____________________ By:______________________
Its:___________________ Its:_____________________
Literature Fulfillment Services
Annual Fee Schedule
Exhibit A
Separate Series of Kirr, Xxxxxxx Partners Funds, Inc.
Name of Series Date Added
Kirr, Xxxxxxx Partners Value Fund December 17, 1998
Base Fee $100.00 per month
Customer Service
State registration compliance edits
Literature database
Record prospect request and profile
Prospect servicing 8:00 am to 7:00 pm CT
Recording and transcription of requests
received off-hours
Periodic reporting of leads to client
Service Fee: $.99/ minute
Assembly and Distribution of Literature Requests
Generate customized prospect letters
Assembly and insertion of literature items
Inventory tracking
Inventory storage, reporting
Periodic reporting of leads by state, items
requested, market source
Service Fee: $.45/ lead - insertion of up to 4 items/lead
$.15/ additional inserts
Fees and out-of-pocket expenses are billed to the Fund
monthly.
