Form of Fulfillment Servicing Agreement
This Agreement between Firstar Mutual Fund Services, LLC ("Firstar") and The
Xxxxx Funds (the "Trust") is entered into on this 5th day of October, 1998.
WHEREAS, the Trust provides investment opportunities to prospective shareholders
through a family of open end mutual funds; and
WHEREAS, Firstar provides fulfillment services to mutual funds; NOW
THEREFORE, the parties agree as follows:
Duties and responsibilities of Firstar
o Answer all prospective shareholder calls concerning any of the
Trust funds listed in the attached Schedule A which may be
modified from time to time.
o Send all available fund(s) materials requested by the prospect
which may within 24 hours from time of call.
o Receive and update all the Trust's fulfillment literature so that
most current information is sent and quoted.
o Provide 24 hour answering service to record prospect calls made
after hours (7 p.m. to 8 a.m. CT).
o Maintain and store Trust fulfillment inventory.
o Send periodic fulfillment reports to the Trust as agreed upon
between the parties.
Duties and responsibilities of the Trust
o Provide the Trust's fulfillment literature updates to Firstar as
necessary.
o File with the NASD, SEC and State Regulatory Agencies, as
appropriate, all fulfillment literature that the Trust requests
Firstar send to prospective shareholders.
o Supply Firstar with sufficient inventory of fulfillment materials
as requested from time to time by Firstar.
o Provide Firstar with any sundry information about the Trust in
order to answer prospect questions.
Indemnification
The Trust 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.
Compensation
The Trust agrees to compensate Firstar for the services performed under this
agreement in accordance with the attached Schedule B; the Trust agrees to pay
all invoices within ten days of receipt.
Proprietary and Confidential Information
Firstar agrees on behalf of itself and its directors, officers, and employees to
treat confidentiality and as proprietary information of the Trust all records
and other information relative to the Trust and prior, present, or potential
shareholders of the Trust (and clients of said shareholders), and not to use
such records and information for any purpose other than performance of its
responsibilities and duties thereunder, 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 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
Trust.
Termination
This agreement may be terminated by either party upon 30 days' written notice.
Notices
Notices of any kind to be given by either party to the other party shall be in
writing and shall be duly given if mailed or delivered as follows: Notice to
Firstar shall be sent to:
Firstar Mutual Fund Services, LLC
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
and notice to the Trust shall be sent to:
The Xxxxx Funds
00 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Year 2000 Compliance
Firstar represents that it has examined and tested its internal systems which
have been developed to support the services outlined herein, and as of the date
of this Agreement, has no knowledge of any situation or circumstance that will
inhibit the systems' ability to perform the expected functions, or inhibit
Firstar's ability to provide the expected services as a result of any business
interruptions or other business problems relating to dates or days before,
during, and after the year 2000. In connection with the foregoing, Firstar
represents that it has made reasonable inquiry of its business partners and
other entities with whom it conducts business and has carefully considered the
responses of those third-parties.
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Dated this 5th day of October, 1998.
The Xxxxx Funds Firstar Mutual Fund Services, LLC
Sign: _____________________________ Sign: ______________________________
Print:_____________________________ Print:______________________________
Title:_____________________________ Title:______________________________
Date:_____________________________ Date:_______________________________
Attest: __________________________ Attest: __________________________
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Schedule A
Funds offered by The Xxxxx Funds:
o U.S. Equity Fund
o International Equity Fund
o Global Equity Fund
Dated: October 5, 1998
SCHEDULE B
Literature Fulfillment Service
Annual Fee Schedule
|X| Customer Service
o State registration compliance edits
o Literature database
o Record prospect request and profile
o Prospect servicing 8:00 am to 7:00 p.m. CT
o Recording and transcription of requests received off-hours
o Service Fee: $.99 / minute
$100 / month minimum
$780 one-time set-up
|X| Assembly and Distribution of Literature Requests
o Generate customized prospect letters
o Assembly and insertion of literature items
o Inventory tracking
o Inventory storage, reporting
o Periodic reporting of leads by state, items requested,
market source
o Service Fee: $.45 / lead - insertion of up to 4 items/lead
$.15 / additional inserts
Dated: October 5, 1998
