FULFILLMENT SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of this 3rd day of November,
2000, by and between Everest Funds Management, LLC, a Delaware limited liability
company (the "Adviser"), Everest Funds, a Delaware trust (the "Trust"), and
Firstar Mutual Fund Services, LLC, a Wisconsin limited liability company
("FMFS").
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 Trust, a
registered investment company under the Investment Company Act of 1940, as
amended, which is authorized to create separate series of funds;
WHEREAS, FMFS provides fulfillment services to mutual funds;
WHEREAS, the Adviser desires to retain FMFS to provide fulfillment
services for each of the portfolios of the Trust and each additional series
listed on Exhibit A attached hereto, as may be amended from time to time
(individually a "Fund" and collectively the "Funds").
NOW, THEREFORE, the parties agree as follows:
1. DUTIES AND RESPONSIBILITIES OF FMFS
(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 Trust as agreed upon
between the parties.
2. DUTIES AND RESPONSIBILITIES OF THE TRUST
(1) Provide Fund fulfillment literature updates to FMFS as necessary.
(2) File with the NASD, SEC and State Regulatory Agencies, as
appropriate, all fulfillment literature that the Fund requests
FMFS send to prospective shareholders.
(3) Supply FMFS with sufficient inventory of fulfillment
materials as requested from time to time by FMFS.
(4) Provide FMFS with any sundry information about the Fund in order
to answer prospect questions.
3. COMPENSATION
The Trust agrees to compensate FMFS for the services performed under this
Agreement in accordance with the attached Exhibit A. All invoices shall be paid
within ten days of receipt.
4. PROPRIETARY AND CONFIDENTIAL INFORMATION
FMFS agrees on behalf of itself and its trustees, officers, and employees to
treat confidentially and as proprietary information of the Trust all records and
other information relative to the Fund and prior, present, or potential
shareholders of the Fund (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 Trust which approval shall not be unreasonably
withheld and may not be withheld where FMFS 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 Trust.
5. INDEMNIFICATION
The Trust agrees to indemnify FMFS from any liability arising out of the
distribution of fulfillment literature, which has not been approved by the
appropriate Federal and State Regulatory Agencies. FMFS agrees to indemnify the
Trust from any liability arising from the improper use of fulfillment literature
during the performance of duties and responsibilities identified in this
agreement. FMFS will be liable for bad faith, negligence or willful misconduct
on its part in its duties under this Agreement.
6. TERMINATION
This Agreement may be terminated by either party upon 90 days written notice.
7. NO AGENCY RELATIONSHIP
Nothing herein contained shall be deemed to authorize or empower FMFS to act as
agent for the other party to this Agreement, or to conduct business in the name
of, or for the account of the other party to this Agreement.
8. DATA NECESSARY TO PERFORM SERVICES
The Trust or its agent, which may be FMFS, shall furnish to FMFS the data
necessary to perform the services described herein at such times and in such
form as mutually agreed upon. If FMFS is also acting in another capacity for the
Fund, nothing herein shall be deemed to relieve FMFS of any of its obligations
in such capacity.
9. NOTIFICATION OF ERROR
The Trust will notify FMFS of any discrepancy between FMFS and the Trust,
including, but not limited to, failing to account for a security position in the
fund's portfolio, by the later of: within three (3) business days after receipt
of any reports rendered by FMFS to the Trust; within three (3) business days
after discovery of any error or omission not covered in the balancing or control
procedure, or within three (3) business days of receiving notice from any
shareholder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by a duly authorized officer or one or more counterparts as of the day and year
first written above.
EVEREST FUNDS MANAGEMENT, LLC FIRSTAR MUTUAL FUND SERVICES, LLC
By: ______________________________ By: _______________________________
Print: ___________________________ Print: ____________________________
Title: ___________________________ Title: ____________________________
EVEREST FUNDS
By:_______________________________
Print: ___________________________
Title: ___________________________
