EXHIBIT 99 (h)(8)
[First Tennessee Bank Letterhead]
September 8, 2004
Xx. Xxxxxxx Xxxxxxx
Chairman
First Funds
0000 Xxxxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Re: First Funds (the "Trust")
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Dear Xx. Xxxxxxx:
By our execution of this letter agreement (the "Agreement"), First Tennessee
Bank, N.A. ("FTB") agrees that in order to improve the performance of certain of
the Trust's portfolios, it will waive a portion of the advisory fees as follows
for the fiscal year ending June 30, 2005:
CONTRACTUAL NET
ADVISORY ADVISORY ADVISORY
PORTFOLIO FEE FEE WAIVER FEE
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Core Equity .65% .00% .65%
Capital Appreciation .15% .00% .15%
Intermediate Bond .50% .20% .30%
Tennessee Tax-Free .50% .20% .30%
In addition to the Portfolios listed above, FTB agrees to waive a portion of the
co-advisory and/or co-administration fees it is entitled to receive so that the
total annual operating expenses of Class I of Municipal Money Market and Cash
Reserve Portfolios of the Trust do not exceed 0.30% of each Portfolio's average
net assets for the fiscal year ending June 30, 2003.
Furthermore, FTB agrees to waive a portion of the co-advisory and/or
co-administration fees it is entitled to receive so that the total annual
operating expenses of Class I of the
U.S. Government Money Market Portfolio of the Trust do not exceed 0.25% of
average net assets for the fiscal year ending June 30, 2005.
FTB acknowledges that it will not be entitled to collect on or make a claim for
waived fees at any time in the future. FTB agrees to continue such waivers for
the applicable Portfolios at least through the end of the fiscal year (June 30,
2005).
FIRST TENNESSEE BANK, N.A.
By:
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Title:
Your signature below acknowledges
Acceptance of this Agreement:
By:
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Name:
Title:
