FORM OF ADDENDUM NO. 9 TO THE INVESTMENT ADVISORY AGREEMENT
This Addendum, dated as of the __ day of May, 2000, is entered into
between FIRSTAR FUNDS, INC. (the "Company"), a Wisconsin corporation, and
Firstar Investment Research and Management Company, LLC (the "Investment
Adviser").
WHEREAS, the Company and the Investment Adviser have entered into an
Investment Advisory Agreement dated as of March 27, 1992 (the "Advisory
Agreement"), pursuant to which the Company appointed the Investment Adviser to
act as investment adviser to the Company for its Balanced Fund;
WHEREAS, Section 1(b) of the Advisory Agreement provides that in the
event the Company establishes one or more additional investment portfolios with
respect to which it desires to retain the Investment Adviser to act as the
investment adviser under the Advisory Agreement, the Company shall so notify the
Investment Adviser in writing, and if the Investment Adviser is willing to
render such services it shall notify the Company in writing, and the
compensation to be paid to the Investment Adviser shall be that which is agreed
to in writing by the Company and the Investment Adviser; and
WHEREAS, pursuant to Section 1(b) of the Advisory Agreement, the
Company has notified the Investment Adviser that it has established the Small
Cap Aggressive Growth Fund and that it desires to retain the Investment Adviser
to act as the investment adviser therefor, and the Investment Adviser has
notified the Company that it is willing to serve as investment adviser for the
Small Cap Aggressive Growth Fund (the "Fund");
NOW THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. APPOINTMENT. The Company hereby appoints the Investment Adviser to
act as investment adviser to the Company for the Fund for the period and the
terms set forth herein and in the Advisory Agreement. The Investment Adviser
hereby accepts such appointment and agrees to render the services set forth
herein and in the Advisory Agreement, for the compensation herein provided.
2. COMPENSATION. For the services provided and the expenses assumed
with respect to the Fund pursuant to the Advisory Agreement and this Addendum,
the Company will pay the Investment Adviser and the Investment Adviser will
accept as full compensation therefor ___________.
3. MISCELLANEOUS. Except to the extent supplemented hereby, the
Advisory Agreement shall remain unchanged and in full force and effect and is
hereby ratified and confirmed in all respects as supplemented hereby.
IN WITNESS WHEREOF, the undersigned have executed this Addendum as of
the date and year first above written.
FIRSTAR FUNDS, INC.
By: _____________________
Title: __________________
FIRSTAR INVESTMENT RESEARCH AND MANAGEMENT
COMPANY, LLC
By: ____________________
Title: _________________
