EXHIBIT (e)(11)
DISTRIBUTION AGREEMENT
THIS AGREEMENT is made and entered into as of this ___ day of _____, 2000,
by and among Firstar Funds, Inc., a Wisconsin business corporation ("Company"),
Firstar Investment Research & Management Company, LLC, a Wisconsin limited
liability company (the "Adviser") and Quasar Distributors, LLC, a Delaware
limited liability company ("Distributor").
WHEREAS, the Company is registered under the Investment Company Act of
1940, as amended ("1940 Act"), as an open-end management investment company, and
is authorized to issue shares of beneficial interests ("Shares") in separate
series with each such series representing interests in a separate portfolio of
securities and other assets;
WHEREAS, the Adviser is duly registered under the Investment Advisers Act
of 1940, as amended, and any applicable state securities laws, as an investment
adviser;
WHEREAS, the Company desires to retain the Distributor as principal
underwriter in connection with the offering and sale of the Shares of each
series listed on Schedule A (as amended from time to time) (the "Funds") to this
Agreement;
WHEREAS, the Distributor is registered as a broker/dealer under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and is a member of
the National Association of Securities Dealers, Inc. (the "NASD");
WHEREAS, this Agreement has been approved by a vote of the Company's board
of directors ("Board") and its disinterested directors in conformity with
Section 15(c) of the 1940 Act; and
WHEREAS, the Distributor is willing to act as principal underwriter for the
Company on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto, intending to be legally bound,
do hereby agree as follows:
1. APPOINTMENT OF THE DISTRIBUTOR.
The Company hereby appoints the Distributor as its agent for the sale and
distribution of Shares of the Funds, subject to the terms and for the period set
forth in this Agreement. The Distributor hereby accepts such appointment and
agrees to act hereunder.
2. SERVICES AND DUTIES OF THE DISTRIBUTOR.
(a) The Distributor agrees to sell Shares of the Funds as agent for the
Company during the term of this Agreement. All Shares of the Funds offered for
sale by the Distributor shall be offered for sale to the public at a price per
Share (the "offering price") equal to (a) their net asset value (determined in
the manner set forth in the Company's Articles of Incorporation and the
Prospectus) plus, except to those classes of persons set forth in the Prospectus
(b) a sales charge which shall be the percentage of the offering price of such
Shares as set forth in the Company's Prospectus. The offering price, if not an
exact multiple of one cent, shall be adjusted to the nearest cent. Shares sold
with a contingent deferred sales charge ("CDSC;" "CDSC Shares") shall be subject
to a CDSC in connection with the redemption of such CDSC Shares as provided for
in the Prospectus and such CDSC shall be payable in accordance with the
Prospectus. As used in this Agreement, the term "Prospectus" shall mean the
current prospectuses, including the statements of additional information, as
amended or supplemented, relating to the Funds and included in the currently
effective registration statement or post-effective amendment thereto (the
"Registration Statement") of the Company under the Securities Act of 1933 (the
"1933 Act") and the 0000 Xxx.
(b) During the continuous public offering of Shares of the Funds, the
Distributor will hold itself available to receive orders, satisfactory to the
Distributor, for the purchase of Shares of the Funds and will accept such orders
on behalf of the Company and transmit them promptly to the transfer agent for
the Funds. Such purchase orders shall be deemed effective at the time and in
the manner set forth in the Prospectus.
(c) The Distributor, with the operational assistance of the Company's
transfer agent, shall make Shares available through the National Securities
Clearing Corporation's Fund/SERV System.
(d) In connection with all matters relating to this Agreement, the
Distributor agrees to act in conformity with the Company's Articles of
Incorporation and By-Laws and with the instructions of the Board and to comply
with the requirements of the 1933 Act, the 1934 Act, the 1940 Act, the
regulations of the NASD and all other applicable federal or state laws and
regulations. The Distributor acknowledges and agrees that it is not authorized
to provide any information or make any representations other than as contained
in the Prospectus and any sales literature specifically approved by the Company
and the Distributor.
(e) The Distributor agrees to cooperate with the Company in the development
of all proposed advertisements and sales literature relating to the Funds. The
Distributor agrees to review all proposed advertisements and sales literature
for compliance with applicable laws and regulations. The Distributor shall file
with regulators or the NASD as may be required under applicable laws and
regulations those advertisements and sales literature the Distributor believes
are in compliance with such laws and regulations. The Distributor agrees to
furnish to the Company any comments provided by regulators with respect to such
materials and to use its best efforts to obtain the approval of the regulators
to such materials.
(f) The Distributor at its sole discretion may repurchase Shares offered
for sale by shareholders of the Funds. Repurchase of Shares by the Distributor
shall be at the price determined in accordance with, and in the manner set forth
in, the Company's Articles of Incorporation and the current Prospectus. At the
end of each business day, the Distributor shall notify, by any appropriate
means, the Company and its transfer agent of the orders for repurchase of Shares
received by the Distributor since the last report, the amount to be paid for
such Shares, and the identity of the shareholders offering Shares for
repurchase. The Company reserves the right to suspend such repurchase right
upon written notice to the Distributor. The Distributor further agrees to act
as agent for the Company to receive and transmit promptly to the Company's
transfer agent shareholder requests for redemption of Shares.
(g) The Distributor may, in its discretion, acting only as principal on its
own behalf, enter into agreements with such qualified broker/dealers as it may
select, in order that such broker/dealers also may sell Shares of the Funds. No
broker/dealer or other person who enters into a selling agreement with the
Distributor shall be authorized to act as agent for the Company in connection
with the offering or sale of its Shares to the public or otherwise. The
Distributor may pay a portion of any applicable sales charge, or allow a
discount, to a selling broker/dealer, as described in the Prospectus or, if not
described, as agreed upon with the broker/dealer. If any Shares sold by the
Company are redeemed or repurchased by the Company or by the Distributor as
agent or are tendered for redemption within seven business days after the date
of confirmation of the original purchase of such Shares, the Distributor shall
forfeit the amount above the net asset value which the Distributor received in
respect of such Shares, provided that the portion, if any, of such amount re-
allowed by the Distributor to broker/dealers or other persons shall be repayable
to the Company only to the extent recovered by the Distributor from the
broker/dealer or other person. The Distributor shall include in the forms of
agreement with selling broker/dealers a provision for the forfeiture by them of
their sales charge or discount with respect to Shares sold by them and redeemed,
repurchased or tendered for redemption within seven business days after the date
of confirmation of such purchases.
(h) The Distributor shall devote its best efforts to solicit orders for and
effect sales of Shares of the Funds but shall not be obligated to sell any
certain number of Shares. The Distributor, at its own expense, will finance
appropriate activities which it deems reasonable which are primarily intended to
result in the sale of Shares, including, but not limited to, advertising,
compensation of underwriters, dealers and sales personnel, the printing and
mailing of prospectuses to other than current shareholders, and the printing and
mailing of sales literature. In addition, the Distributor will provide one or
more persons, during normal business hours, to respond to telephone questions
with respect to the Funds.
(i) The Distributor shall prepare reports for the Board regarding its
activities under this Agreement as from time to time shall be reasonably
requested by the Board.
(j) The services furnished by the Distributor hereunder are not to be
deemed exclusive and the Distributor shall be free to furnish similar services
to others so long as its services under this Agreement are not impaired thereby.
The Company recognizes that from time to time officers and employees of the
Distributor may serve as directors, trustees, officers and employees of other
entities (including investment companies), that such other entities may include
the name of the Distributor as part of their name and that the Distributor or
its affiliates may enter into distribution, administration, fund accounting,
transfer agent or other agreements with such other entities.
(k) No Shares shall be offered by either the Distributor or the Company
under any of the provisions of this Agreement and no orders for the purchase or
sale of such Shares hereunder shall be accepted by the Company if and so long as
the effectiveness of the Registration Statement then in effect or any necessary
amendments thereto shall be suspended under any of the provisions of the 1933
Act, or if and so long as current prospectuses as required by Section 10 of the
1933 Act are not on file with the Securities and Exchange Commission ("SEC");
provided, however, that nothing contained in this paragraph shall in any way
restrict or have an application to or bearing upon the Company's obligation to
repurchase Shares from any shareholder in accordance with the provisions of the
Prospectus or Articles of Incorporation.
3. DUTIES AND REPRESENTATIONS OF THE COMPANY.
(a) The Company represents that it is registered as an open-end management
investment company under the 1940 Act and agrees that it will act in material
conformity with its Articles of Incorporation, By-Laws, its Registration
Statement as may be amended from time to time and resolutions and other
instructions of its Board. The Company agrees to comply in all material
respects with the 1933 Act, the 1940 Act, and all other applicable federal and
state laws and regulations.
(b) The Company shall take or cause to be taken all necessary action to
register Shares of the Funds under the 1933 Act and to maintain an effective
Registration Statement for such Shares in order to permit the sale of Shares as
herein contemplated. The Company authorizes the Distributor to use the
Prospectus, in the form furnished to the Distributor from time to time, in
connection with the sale of Shares.
(c) The Company shall have the right to suspend the sale of Shares of any
Fund at any time in response to conditions in the securities markets or
otherwise, and to suspend the redemption of Shares of any Fund at any time
permitted by the 1940 Act or the rules of the SEC. The Company shall advise the
Distributor promptly of any such determination.
(d) The Company agrees to advise the Distributor promptly in writing:
(i) of any correspondence or other communication by the SEC or its
staff relating to the Funds, including requests by the SEC for amendments
to the Registration Statement or Prospectus;
(ii) in the event of the issuance by the SEC of any stop-order
suspending the effectiveness of the Registration Statement then in effect
or the initiation of any proceeding for that purpose;
(iii) of the happening of any event which makes untrue any statement
of a material fact made in the Prospectus or which requires the making of
a change in such Prospectus in order to make the statements therein not
misleading; and
(iv) of all actions taken by the SEC with respect to any amendments to
any Registration Statement or Prospectus which may from time to time be
filed with the SEC.
(e) The Company or its agent shall file such reports and other documents
as may be required to be filed by it under applicable federal and state laws and
regulations. The Company or its agent shall notify the Distributor in writing
of the states in which the Shares may be sold and shall notify the Distributor
in writing of any changes to such information.
(f) The Company agrees to file from time to time such amendments to its
Registration Statement and Prospectus as may be necessary in order that its
Registration Statement and Prospectus will not contain any untrue statement of
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading.
(g) The Company shall fully cooperate in the efforts of the Distributor to
sell and arrange for the sale of Shares and shall make available to the
Distributor a statement of each computation of net asset value. In addition,
the Company shall keep the Distributor fully informed of its affairs and shall
provide to the Distributor from time to time copies of all information,
financial statements, and other papers that the Distributor may reasonably
request for use in connection with the distribution of Shares, including,
without limitation, certified copies of any financial statements prepared for
the Company by its independent public accountants and such reasonable number of
copies of the most current Prospectus, statement of additional information and
annual and interim reports to shareholders as the Distributor may request. The
Company represents that it will not use or authorize the use of any advertising
or sales material unless and until such materials have been approved and
authorized for use by the Distributor.
4. COMPENSATION.
As compensation for the services performed and the expenses assumed by
Distributor under this Agreement including, but not limited to, any commissions
paid for sales of Shares, Distributor shall be entitled to the fees and expenses
set forth in Schedule B to this Agreement which are payable promptly after the
last day of each month. Such fees shall be paid to the Distributor by the
Adviser.
5. EXPENSES.
(a) The Company shall bear all costs and expenses in connection with
registration of the Shares with the SEC and related compliance with state
securities laws, as well as all costs and expenses in connection with the
offering of the Shares and communications with shareholders of its Funds,
including but not limited to (i) fees and disbursements of its counsel and
independent public accountants; (ii) costs and expenses of the preparation,
filing, printing and mailing of Registration Statements and Prospectuses and
amendments thereto and other communications to existing shareholders, (iii)
costs and expenses of the preparation, printing and mailing of annual and
interim reports, proxy materials and other communications to shareholders of the
Funds; and (iv) fees required in connection with the offer and sale of Shares in
such jurisdictions as shall be selected by the Company pursuant to Section 3(e)
hereof.
(b) The Distributor shall bear the expenses of registration or
qualification of the Distributor as a dealer or broker under federal or state
laws and the expenses of continuing such registration or qualification and
except as otherwise specifically provided herein, all other expenses incurred by
it in connection with the sale of Shares as contemplated in this Agreement. The
Distributor does not assume responsibility for any expenses not expressly
assumed hereunder.
6. INDEMNIFICATION.
(a) The Company shall indemnify, defend and hold the Distributor, and each
of its present or former members, officers, employees, representatives and any
person who controls or previously controlled the Distributor within the meaning
of Section 15 of the 1933 Act, free and harmless from and against any and all
losses, claims, demands, liabilities, damages and expenses (including the costs
of investigating or defending any alleged losses, claims, demands, liabilities,
damages or expenses and any reasonable counsel fee incurred in connection
therewith) which the Distributor, each of its present and former members,
officers, employees or representatives or any such controlling person, may incur
under the 1933 Act, the 1934 Act, any other statute (including Blue Sky laws) or
any rule or regulation thereunder, or under common law or otherwise, arising out
of or based upon any untrue statement, or alleged untrue statement of a material
fact contained in the Registration Statement or any Prospectus, as from time to
time amended or supplemented, or in any annual or interim report to
shareholders, or in any advertisement or sales literature, or arising out of or
based upon any omission, or alleged omission, to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading; provided, however, that the Company's obligation to indemnify the
Distributor and any of the foregoing indemnitees shall not be deemed to cover
any losses, claims, demands, liabilities, damages or expenses arising out of any
untrue statement or alleged untrue statement or omission or alleged omission
made in the Registration Statement, Prospectus, annual or interim report, or any
such advertisement or sales literature in reliance upon and in conformity with
information relating to the Distributor and furnished to the Company or its
counsel by the Distributor for the purpose of, and used in, the preparation
thereof; and provided further that the Company's agreement to indemnify the
Distributor and any of the foregoing indemnitees shall not be deemed to cover
any liability to the Company or its shareholders to which the Distributor would
otherwise be subject by reason of its willful misfeasance, bad faith or
negligence in the performance of its duties, or by reason of its reckless
disregard of its obligations and duties under this Agreement. The Company's
agreement to indemnify the Distributor, and any of the foregoing indemnitees, as
the case may be, with respect to any action, is expressly conditioned upon the
Company being notified of such action brought against the Distributor, or any of
the foregoing indemnitees, within a reasonable time after the summons or other
first legal process giving information of the nature of the claim shall have
been served upon the Distributor, or such person, such notification to be given
by letter or by telegram addressed to the Company's President, but the failure
so to notify the Company of any such action shall not relieve the Company from
any liability which the Company may have to the person against whom such action
is brought by reason of any such untrue, or alleged untrue, statement or
omission, or alleged omission, otherwise than on account of the Company's
indemnity agreement contained in this Section 6(a).
(b) The Company shall be entitled to participate at its own expense in the
defense or, if it so elects, to assume the defense of any suit brought to
enforce any such loss, claim, demand, liability, damage or expense, but if the
Company elects to assume the defense, such defense shall be conducted by counsel
chosen by the Company and approved by the Distributor, which approval shall not
be unreasonably withheld. In the event the Company elects to assume the defense
of any such suit and retain such counsel, the indemnified defendant or
defendants in such suit shall bear the fees and expenses of any additional
counsel retained by them. If the Company does not elect to assume the defense
of any such suit, or in case the Distributor does not, in the exercise of
reasonable judgment, approve of counsel chosen by the Company or, if under
prevailing law or legal codes of ethics, the same counsel cannot effectively
represent the interests of both the Company and the Distributor, and each of its
present or former members, officers, employees, representatives or any
controlling person, the Company will reimburse the indemnified person or persons
named as defendant or defendants in such suit, for the fees and expenses of any
counsel retained by Distributor and them. The Company's indemnification
agreement contained in Sections 6(a) and 6(b) and the Company's representations
and warranties in this Agreement shall remain operative and in full force and
effect regardless of any investigation made by or on behalf of the Distributor,
and each of its present or former directors, officers, employees,
representatives or any controlling person, and shall survive the delivery of any
Shares and the termination of this Agreement. This agreement of indemnity will
inure exclusively to the Distributor's benefit, to the benefit of each of its
present or former members, officers, employees or representatives or to the
benefit of any controlling persons and their successors. The Company agrees
promptly to notify the Distributor of the commencement of any litigation or
proceedings against the Company or any of its officers or directors in
connection with the issue and sale of any of the Shares.
(c) The Company shall not indemnify any person pursuant to this Section 6
unless (i) the court or other body before which the proceeding was brought has
rendered a final decision on the merits that such indemnified person was not
liable by reason of his willful misfeasance, bad faith or negligence in the
performance of his duties, or his reckless disregard of obligations and duties,
under this Agreement or, (ii) in the absence of such a decision, a reasonable
determination (based upon a review of the facts) that such indemnified person
was not liable by reason of such conduct has been made by the vote of a majority
of a quorum of members of the Board who are neither "interested persons" of the
Company nor parties to the proceedings, or by an independent legal counsel in a
written opinion.
(d) The Company shall advance attorney's fees and other expenses incurred
by any person in defending any claim, demand, action or suit which is the
subject of a claim for indemnification pursuant to this Section 6, so long as:
(i) such person shall undertake to repay all such advances unless it is
ultimately determined that he is entitled to indemnification hereunder; and (ii)
such person shall provide security for such undertaking, or the Company shall be
insured against losses arising by reason of any lawful advances, or a majority
of a quorum of the disinterested, non-party directors of the Company (or an
independent legal counsel in a written opinion) shall determine, based on a
review of readily available facts (as opposed to a full trial-type inquiry),
that there is reason to believe that such person ultimately will be found
entitled to indemnification hereunder.
(e) Distributor shall indemnify, defend and hold the Company, and each of
its present or former directors, officers, employees, representatives, and any
person who controls or previously controlled the Company within the meaning of
Section 15 of the 1933 Act, free and harmless from and against any and all
losses, claims, demands, liabilities, damages and expenses (including the costs
of investigation or defending any alleged losses, claims, demands, liabilities,
damages or expenses, and any reasonable counsel fee incurred in connection
therewith) which the Company, and each of its present or former directors,
officers, employees, representatives, or any such controlling person, may incur
under the 1933 Act, the 1934 Act, any other statute (including Blue Sky laws) or
any rule or regulation thereunder, or under common law or otherwise, arising out
of or based upon any untrue, or alleged untrue, statement of a material fact
contained in the Company's Registration Statement or any Prospectus, as from
time to time amended or supplemented, or in any annual or interim report to
shareholders or in any advertisement or sales literature, or arising out of or
based upon the omission, or alleged omission, to state therein a material fact
required to be stated therein or necessary to make the statement not misleading,
but only if such statement or omission was made in reliance upon, and in
conformity with, information relating to the Distributor and furnished to the
Company or its counsel by the Distributor for the purpose of, and used in, the
preparation thereof. The Distributor's agreement to indemnify the Company and
any of the foregoing indemnitees shall not be deemed to cover any liability to
the Distributor to which the Company would otherwise be subject by reason of its
willful misfeasance, bad faith or negligence in the performance of its duties,
or by reason of its reckless disregard of its obligations and duties, under this
Agreement. The Distributor's agreement to indemnify the Company, and any of the
foregoing indemnitees, is expressly conditioned upon the Distributor's being
notified of any action brought against theCompany, and any of the foregoing
indemnitees, such notification to be given by letter or telegram addressed to
the Distributor's President, within a reasonable time after the summons or other
first legal process giving information of the nature of the claim shall have
been served upon the Company or such person, but the failure so to notify the
Distributor of any such action shall not relieve the Distributor from any
liability which the Distributor may have to the person against whom such action
is brought by reason of any such untrue, or alleged untrue, statement or
omission, otherwise than on account of the Distributor's indemnity agreement
contained in this Section 6(e).
(f) The Distributor shall be entitled to participate at its own expense in
the defense or, if such action is based solely upon such alleged misstatement or
omission on the part of the Distributor and, if it so elects, to assume the
defense of any suit brought to enforce any such loss, claim, demand, liability,
damage or expense and in any other event the Company, its officers or directors
or controlling persons shall each have the right to participate in the defense
or preparation of the defense of any such action. But if the Distributor elects
to assume the defense, such defense shall be conducted by counsel chosen by the
Distributor and approved by the Company, which approval shall not be
unreasonably withheld. In the event the Distributor elects to assume the
defense of any such suit and retain such counsel, the indemnified defendant or
defendants in such suit shall bear the fees and expenses of any additional
counsel retained by them. If the Distributor does not elect to assume the
defense of any such suit, or in case the Company does not, in the exercise of
reasonable judgment, approve of counsel chosen by the Distributor or, if under
prevailing law or legal codes of ethics, the same counsel cannot effectively
represent the interests of both the Company and the Distributor, and each of its
present or former members, officers, employees, representatives or any
controlling person, the Distributor will reimburse the indemnified person or
persons named as defendant or defendants in such suit, for the fees and expenses
of any counsel retained by the Company and them. The Distributor's
indemnification agreement contained in Sections 6(e) and (f) and the
Distributor's representations and warranties in this Agreement shall remain
operative and in full force and effect regardless of any investigation made by
or on behalf of the Company, and each of its present or former directors,
officers, employees, representatives or any controlling person, and shall
survive the delivery of any Shares and the termination of this Agreement. This
Agreement of indemnity will inure exclusively to the Company's benefit, to the
benefit of each of its present or former directors, officers, employees or
representative or to the benefit of any controlling persons and their
successors. The Distributor agrees promptly to notify the Company of the
commencement of any litigation or proceedings against the Distributor or any of
its officers or directors in connection with the issue and sale of any of the
Shares.
7. OBLIGATIONS OF COMPANY.
This Agreement is executed by and on behalf of the Company and the
obligations of the Company hereunder are not binding upon any of the directors,
officers or shareholders of the Company individually but are binding only upon
the Company and with respect to the Funds to which such obligations pertain.
8. COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original agreement but all of which counterparts shall
together constitute but one and the same instrument.
9. GOVERNING LAW.
This Agreement shall be construed in accordance with the laws of the State
of Wisconsin, without regard to conflicts of law principles. To the extent that
the applicable laws of the State of Wisconsin, or any of the provisions herein,
conflict with the applicable provisions of the 1940 Act, the latter shall
control, and nothing herein shall be construed in a manner inconsistent with the
1940 Act or any rule or order of the SEC thereunder.
10. DURATION AND TERMINATION.
(a) This Agreement shall become effective with respect to each Fund listed
on Schedule A hereof as of the date hereof and, with respect to each Fund not in
existence on that date, on the date an amendment to Schedule A to this Agreement
relating to that Fund is executed. Unless sooner terminated as provided herein,
this Agreement shall continue in effect through February 28, 2002. Thereafter,
if not terminated, this Agreement shall continue automatically in effect as to
each Fund for successive one-year periods, provided such continuance is
specifically approved at least annually by (i) the Company's Board or (ii) the
vote of a "majority of the outstanding voting securities" of a Fund, and
provided that in either event the continuance is also approved by a majority of
the Company's Board who are not "interested persons" of any party to this
Agreement, by vote cast in person at a meeting called for the purpose of voting
on such approval.
(b) Notwithstanding the foregoing, this Agreement may be terminated,
without the payment of any penalty, with respect to a particular Fund (i)
through a failure to renew this Agreement at the end of a term, (ii) upon mutual
consent of the parties, or (iii) upon no less than 60 days' written notice, by
either the Company through a vote of the Board or by vote of a "majority of the
outstanding voting securities" of a Fund, or by the Distributor. The terms of
this Agreement shall not be waived, altered, modified, amended or supplemented
in any manner whatsoever except by a written instrument signed by the
Distributor and the Company. This Agreement will automatically terminate in the
event of its assignment.
11. CONFIDENTIALITY.
The Distributor agrees on behalf of its employees to treat all records
relative to the Company and prior, present or potential shareholders of the
Company as confidential, and not to use such records for any purpose other than
performance of the Distributor's responsibilities and duties under this
Agreement, except after notification and prior approval by the Company, which
approval shall not be unreasonably withheld, and may not be withheld where the
Distributor may be exposed to civil or criminal proceedings for failure to
comply, when requested to divulge such information by duly constituted
authorities, when subject to governmental or regulatory audit or investigation,
or when so requested by the Company. Records and information which have become
known to the public through no wrongful act of the Distributor or any of its
employees, agents or representatives shall not be subject to this paragraph.
12. MISCELLANEOUS.
The captions in this Agreement are included for convenience of reference
only and in no way define or delimit any of the provisions hereof or otherwise
affect their construction or effect. Any provision of this Agreement which may
be determined by competent authority to be prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors. As used in this
Agreement, the terms "majority of the outstanding voting securities,"
"interested person," and "assignment" shall have the same meaning as such terms
have in the 1940 Act.
13. NOTICE.
Any notice required or permitted to be given by any party to the others
shall be in writing and shall be deemed to have been given on the date delivered
personally or by courier service or 3 days after sent by registered or certified
mail, postage prepaid, return receipt requested or on the date sent and
confirmed received by facsimile transmission to the other parties' respective
addresses set forth below:
Notice to the Distributor shall be sent to:
Quasar Distributors, LLC
Attn: Xxxxxx Xxxxx
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
notice to the Company shall be sent to:
Firstar Funds, Inc.
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn:
------------------------------
notice to the Adviser shall be sent to:
FIRMCO
Firstar Center
000 Xxxx Xxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx, XX 00000
Attn:
-------------------------------
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated as of the day and year first above
written.
FIRSTAR FUNDS, INC. QUASAR DISTRIBUTORS, LLC
By: By:
------------------------------ -----------------------------
Title: Title:
--------------------------- --------------------------
FIRSTAR INVESTMENT RESEARCH & MANAGEMENT COMPANY, LLC
By:
----------------------------
Title:
-------------------------
SCHEDULE A
TO THE
DISTRIBUTION AGREEMENT
BY AND AMONG
FIRSTAR FUNDS, INC.
FIRSTAR INVESTMENT RESEARCH & MANAGEMENT COMPANY, LLC
AND
QUASAR DISTRIBUTORS, LLC
NAMES OF FUNDS
Institutional Money Market Fund
Money Market Fund
U.S. Treasury Money Market Fund
U.S. Government Fund
Tax-Exempt Money Market Fund
Short-Term Bond Market Fund
Intermediate Bond Market Fund
Bond IMMDEXTM Fund
Tax-Exempt Intermediate Bond Fund
Balanced Income Fund
Balanced Growth Fund
Growth and Income Fund
Equity Index Fund
Growth Fund
MidCap Index Fund
Special Growth Fund
Emerging Growth Fund
MicroCap Fund
Core International Equity Fund
International Equity Fund
SCHEDULE B
TO THE
DISTRIBUTION AGREEMENT
BY AND AMONG
FIRSTAR FUNDS, INC.
FIRSTAR INVESTMENT RESEARCH & MANAGEMENT COMPANY, LLC
AND
QUASAR DISTRIBUTORS, LLC
FEES
Basic Distribution Services
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- Fee at the annual rate of .01 of 1% (one basis point) of the Fund's average
daily net assets, payable monthly in arrears
- Minimum annual fee: first portfolio -- $15,000; each additional portfolio
-- $3,000
Advertising Compliance Review/NASD Filings
------------------------------------------
- $150 for the first 10 pages/minutes; $20 per page/minute thereafter
- NASDR Expedited Service for 3 day turnaround
- $1000 for the first 10 pages/minutes; $25 per page/minute thereafter
(Comments are faxed. NASDR may not accept expedited request.)
Licensing of Investment Advisor's Staff (if desired)
----------------------------------------------------
- $900 per year per Series 7 representative
- All associated NASD and State fees for Registered Representatives,
including license and renewal fees.
Out-of-Pocket Expenses
----------------------
Reasonable out-of-pocket expenses incurred by the Distributor in connection with
activities primarily intended to result in the sale of Shares, including,
without limitation:
- typesetting, printing and distribution of Prospectuses and shareholder
reports
- production, printing, distribution and placement of advertising and sales
literature and materials
- engagement of designers, free-xxxxx writers and public relations firms
- long-distance telephone lines, services and charges
- postage
- overnight delivery charges
- regulatory filing fees
- record retention
- travel, lodging and meals
