FULFILLMENT SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of this
1st day of October, 1997, by and between Xxxx Funds,
Inc., a Minnesota corporation (hereinafter referred to
as the "Company"), Firstar Trust Company, a
corporation organized under the laws of the State of
Wisconsin (hereinafter referred to as "FTC"), Xxxx
Investment Advisors, Inc., a Minnesota corporation
(hereinafter referred to as the "Adviser"), and
Centennial Lakes Capital, Inc., a Minnesota corporation
(hereinafter referred to as the "Distributor").
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 Company, a registered investment company under
the Investment Company Act of 1940, as amended, which
is authorized to create separate series of funds;
WHEREAS, the Distributor is a registered broker-
dealer under the Securities Exchange Act of 1934, as
amended, and serves as principal distributor of Company
shares;
WHEREAS, FTC provides fulfillment services to
mutual funds;
WHEREAS, the Adviser, the Distributor, and the
Company desire to retain FTC to provide fulfillment
services for the Emerging Growth Fund (the "Fund") and
each additional series of the Company listed on
Exhibit A attached hereto, as may be amended from time
to time.
NOW, THEREFORE, the parties agree as follows:
1. Duties and Responsibilities of FTC
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 Company as
agreed upon between the parties.
2. Duties and Responsibilities of the Company
1.Provide Fund fulfillment literature updates
to FTC as necessary.
2.File with the NASD, SEC and State Regulatory
Agencies, as appropriate, all
fulfillment literature that the Fund requests FTC
send to prospective shareholders.
0.Xxxxxx FTC with sufficient inventory of
fulfillment materials as requested from time to time by FTC.
4.Provide FTC with any sundry information about the
Fund in order to answer prospect questions.
3. Indemnification
The Company agrees to indemnify FTC from any liability
arising out of the distribution of fulfillment
literature which has not been approved by the
appropriate Federal and State Regulatory Agencies. FTC
agrees to indemnify the Company from any liability
arising from the improper use of fulfillment literature
during the performance of duties and responsibilities
identified in this agreement.
4. Compensation
The Company, if permissible under any Rule 12b-1 plan
in effect from time to time for the benefit of the Fund
and only to the extent consistent with the terms of
such plan, or the Adviser, or the Distributor, agrees
to compensate FTC for the services performed under this
Agreement in accordance with the attached Exhibit A.
All invoices shall be paid within ten days of receipt.
5. Proprietary and Confidential Information
FTC agrees on behalf of itself and its directors,
officers, and employees to treat confidentially and as
proprietary information of the Company all records and
other information relative to the Company and prior,
present, or potential shareholders of the Company (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 Company, which approval
shall not be unreasonably withheld and may not be
withheld where FTC 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
Company.
6. Termination
This Agreement may be terminated by either party upon
30 days written notice.
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.
XXXX FUNDS, INC. FIRSTAR TRUST COMPANY
By: /s/ XxXxx X. Xxxx By: /s/ Xxx Xxxxxxxxx
----------------------- -----------------------
XxXxx X. Xxxx Xxx Xxxxxxxxx
Attest: /s/ Xxxxx X. Xxxx Attest: /s/ Xxxxx X. Xxxx
-------------------------- --------------------------
XXXX INVESTMENT ADVISERS, INC. CENTENNIAL LAKES CAPITAL, INC.
By: /s/ XxXxx X. Xxxx By: /s/ Xxxxxx X. Xxxxx
------------------------ ---------------------------
XxXxx X. Xxxx Xxxxxx X. Xxxxx
Attest: /s/ Xxxxx X. Xxxx Attest: /s/ Xxxxx X. Xxxx
-------------------------- ---------------------------
Literature Fulfillment Services
Annual Fee Schedule
Exhibit A
Separate Series of Xxxx Funds, Inc.
Name of Series Date Added
Emerging Growth Fund October 1, 1997
Class A
Class I
Customer Service
State registration compliance edits
Literature database
Record prospect request and profile
Prospect servicing 8:00 am to 7:00 pm CT
Recording and transcription of requests
received off-hours
Periodic reporting of leads to client
Service Fee: $.99 / minute
$100 / month minimum
$780 one-time setup
Assembly and Distribution of Literature Requests
Generate customized prospect letters
Assembly and insertion of literature items
Inventory tracking
Inventory storage, reporting
Periodic reporting of leads by state, items
requested, market source
Service Fee: $.45 / lead -insertion of up to 4 items/lead
$.15 / additional inserts
Fees and out-of-pocket expenses are billed to the fund
monthly
