FORM OF PURCHASE AGREEMENT
Firstar Funds, Inc., a Wisconsin corporation (the "Company"),
and X.X. Xxxxxxx & Company ("X.X. Xxxxxxx") hereby agree as follows:
1. The Company hereby offers X.X. Xxxxxxx and X.X. Xxxxxxx
hereby purchases, in consideration for the payment of $_______, one share of
beneficial interest of the Small Cap Aggressive Growth Fund - Institutional, one
share of the Small Cap Aggressive Growth Fund - Series A, and one share of the
Small Cap Aggressive Growth Fund - Series B for a purchase price corresponding
to the net asset value per share as listed in Exhibit 1 to this agreement.
2. X.X. Xxxxxxx acknowledges that the shares purchased
hereunder have not been registered under the federal securities laws and that
the Company is relying on certain exemptions from such registration
requirements. X.X. Xxxxxxx represents and warrants that it is acquiring such
shares solely for investment purposes and that X.X. Xxxxxxx has no present
intention to redeem, sell or otherwise dispose of the shares.
3. This Agreement shall be governed by the law of the State of
Wisconsin. Firstar Funds is a corporation organized under the laws of Wisconsin
and under Articles of Incorporation, to which reference is hereby made and a
copy of which is on file at the office of the Secretary of State of Wisconsin as
required by law, and to any and all amendments thereto so filed or hereafter
filed.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the __ day of ____, 2000.
(SEAL)
FIRSTAR FUNDS, INC.
By:________________________
Name: _______________
Title: ______________
X.X. XXXXXXX & COMPANY
By: _______________________
Name: _______________
Title: ______________
EXHIBIT 1
Firstar Small Cap Aggressive Growth Fund - Institutional $________
Firstar Small Cap Aggressive Growth Fund - Series A $________
Firstar Small Cap Aggressive Growth Fund - Series B $________
Total consideration for one share of each series $________
