EXHIBIT 6(D)
SERVICE CONTRACT
(Administrative and Agency Services Only)
WITH RESPECT TO FIRST FUNDS (THE TRUST):
CLASS III SHARES OF:
( ) Total Return Equity Portfolios
( ) Total Return Fixed Income Portfolio
(each Class III Portfolio)
To First Funds: We desire to enter into a Contract with you for activities in
connection with the servicing of beneficial owners of Class III shares of each
Portfolio of the Trust noted above.
THE TERMS AND CONDITIONS OF THIS CONTRACT ARE AS FOLLOWS:
1. We shall provide services for our clients who beneficially own Class III
Portfolio shares (Clients), which services may include, but are not limited
to: maintaining account records; answering questions and handling
correspondence; handling the transmission of funds representing the
purchase price or redemption proceeds; issuing confirmations for
transactions; assisting customers in completing application forms;
communicating with the transfer agent; providing account maintenance and
account level support; and providing such other information and services as
you or our Clients reasonably may request, as long as these requests are
not intended to result in the sale of shares.
2. We shall provide such office space and equipment, telephone facilities and
personnel (which may be all or any part of the space, equipment and
facilities currently used in our business, or all or any personnel employed
by us) as is necessary or beneficial for providing information and services
related to Class III Portfolio shares to Clients.
3. We agree to indemnify and hold you, the Trustees of the Trust, and the
Trust's adviser and transfer agent harmless from any and all direct or
indirect liabilities or losses resulting from requests, directions, actions
or inactions, of or by us or our officers, employees or agents regarding
the purchase, redemption, transfer or registration of Class III Portfolio
shares of the Trust. Such indemnification shall survive the termination of
this Contract.
Neither we nor any of our officers, employees or agents are authorized to
make any representation concerning Class III Portfolio shares except those
contained in the then current Prospectus, and which are consistent with our
capabilities under applicable law; and we shall have no authority to act as
agent for the Trust or for you in making such representation or otherwise.
4. In consideration of the services and facilities described herein, we shall
be entitled to receive, and you shall pay to us, with respect to the Class
III Portfolio shares of our Clients, fees at an annual rate as set forth in
the accompanying fee schedule. We understand that the payment of such fees
has been authorized pursuant to Shareholder Service Plans (each a Class III
Plan) approved by the Board of Trustees of the Trust, and those Trustees
who are not "interested persons" of the Trust (as defined in the Investment
Company Act of 1940) and who have no direct or indirect financial interest
in the operation of each Class III Plan or in any agreements related to
each Class III Plan (Independent Tru
5. We agree to conduct our activities in accordance with any applicable
federal or state laws, including securities laws and any obligation
thereunder to disclose to our Clients the receipt or fees in connection
with their beneficial ownership of shares of each Class III Portfolio. We
represent that any compensation payable to us in connection with the
investment of customers' assets in Class III of each Portfolio (a) will be
disclosed by us to our customers, (b) will be authorized by our customers,
and (c) will not result in an excessive fee payable to us.
6. You reserve the right, at your discretion and without notice, to suspend
the sale of shares or
withdraw the sale of shares of each Class III Portfolio.
7. This Contract shall continue in force for one year from the effective date
(March 20, 1993) of the Class III Plan, and thereafter shall continue
automatically for successive annual periods, provided such continuance is
specifically subject to termination with respect to any Class III Portfolio
without penalty at any time if a majority of the Trust's Independent
Trustees vote to terminate or not to continue each Class III Plan. This
Contract may also be terminated by us, for any reason, upon 15 days'
written notice to you. Notwithstanding anything contained herein, in the
event that one or more of the Class III Plans shall terminate or we shall
fail to perform the recordkeeping and client servicing functions
contemplated by this Contract, such determination to be made in good faith
by the Trust or you, this Contract is terminable effective upon receipt of
notice thereof by us. This Contract will also terminate automatically in
the event of its assignment (as defined in the Investment Company Act of
1940).
8. All communications to you shall be sent to you in writing or by facsimile
at your offices, Attention: ALPS Mutual Funds Services, Inc., 000
Xxxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, XX 00000. Any notice to us shall be
duly given if mailed, telegraphed or facsimiled to us at the address shown
in this Contract.
9. The Contract shall be construed in Accordance with the laws of the State of
Colorado.
10. We acknowledge receipt of notice of the limitation of shareholder and
Trustee liability as set forth in the Declaration of Trust of the Trust and
agree that the obligations assumed by the Trust under this contract shall
be limited in all cases to the assets of Class III of the applicable
Portfolio.
Very truly yours,
_________________________________________________________
Name of Shareholder Servicing Agent (Please print or Type)
_________________________________________________________
Street City State
By
_________________________________________________________
Authorized Signature
Its: _______________________
Date: ______________________
NOTE: Please return signed copies of this Service Contract to First Funds. Upon
acceptance, one countersigned copy will be returned to you.
FIRST FUNDS:
By
________________________________________________________
Authorized Signature
Its: ______________________
Date: _____________________
