FULFILLMENT SERVICING AGREEMENT
This Agreement between Firstar Mutual Fund Services, LLC ("FMFS") and T. O.
Xxxxxxxxxx Trust (the "Trust") is entered into on this 21 day of December 1998.
WHEREAS, the Trust provides investment opportunities to prospective shareholders
through a family of open end mutual funds; and
WHEREAS, FMFS provides fulfillment services to mutual funds;
NOW, THEREFORE, the parties agree as follows:
Duties and Responsibilities of FMFS
1. Answer all prospective shareholder calls concerning any of the Trust's
funds listed in the attached Schedule A which may be modified from time
to time.
2. Send all available fund(s) materials requested by the prospect which
may include the prospectus, SAI and other material within 24 hours from
time of call.
3. Receive and update all the Trust fulfillment literature so that 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 the Trust fulfillment inventory.
6. Send periodic fulfillment reports to the Trust as agreed upon between
the parties.
Duties and Responsibilities of the Trust
1. Provide the Trust fulfillment literature updates to FMFS as necessary.
2. Supply FMFS with sufficient inventory of fulfillment materials as
requested from time to time by FMFS.
3. Provide FMFS with any sundry information about the Trust in order to
answer prospect questions.
Compensation
The Trust agrees to compensate FMFS 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.
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Proprietary and Confidential Information
FMFS agrees on behalf of itself and its directors, officers, and employees to
treat as confidential 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), not to use such
records and information for any purpose other than performance of its
responsibilities and duties hereunder, except after prior notification to and
approval in writing by the Trust, which approval shall not be unreasonably
withheld and may not be withheld when FMFS 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.
Notice
The name T.O. Xxxxxxxxxx Trust is the designation of the Trustees under the
Declaration of Trust, dated June 2, 1998, as amended from time to time. The
Declaration of Trust has been filed with the Secretary of State of the
Commonwealth of Massachusetts. The obligations of the Trust are not personally
binding upon, nor shall resort be had to the private property of, any of the
Trustees, shareholders, officers, employees or agents of the Trust, but the
Trust's property only shall be bound.
Dated this 21 day of December 1998
FIRSTAR MUTUAL FUND SERVICES, LLC T. O. XXXXXXXXXX TRUST
By: /s/ Xxx X. Xxxxxxx By: /s/ Xxxxxx Xxxxxx, Jr.
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Xxx X. Xxxxxxx Xxxxxx Xxxxxx, Jr.
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FULFILLMENT SERVICES PROPOSAL FOR
THE T.O. XXXXXXXXXX SECTOR ROTATION FUND
SCOPE: This estimate details the initial setup and ongoing costs to
provide full service fulfillment ------ services.
Voice Response Unit directs fulfillment calls to Firstar's Fulfillment
Services Department.
The Fulfillment Services Department will be staffed from 8:00 a.m. to
7:00 p.m. (Central Time) Monday-Friday. Calls received during
non-business hours will be directed to the voice response unit, which
provides the option to record a prospect's fulfillment request.
Each weekday morning, a fulfillment representative transcribes
voice mail requests into the KATOE Fulfillment system. The
system will generate a report listing all leads received from
the previous day. This report will be used to mail literature
to prospective shareholders.
Each morning personalized cover letters are generated by the
fulfillment system. The items requested are printed at the
bottom of the letter to assist in the mailing of your funds'
literature.
Inventory is maintained at Firstar. The Fulfillment Services
Manger will be in close contact with either a representative
of the Funds, or the Relationship Manager assigned to the
funds, in order to replenish supplies.
Basic fund Setup Package:
o Single fund Database Setup/Entry
o Single Blue Sky Database Setup/Entry
o Up to 10 Separate Literature Database Entries
o Kit Package Linking
o Report Programming
o Fund Help Screen Setup
8 hours @ $60* $480
4 hours@ $30** $120
Basic Report Setup Package:
o Customization of Fulfillment Report
o Includes: Date/Time of Request, Name, Address,
o Telephone Number, Marketing Source, etc.
4 hours@ $60* $120
Voice Response unite Modifications:
o Coding Change to direct calls to Literature Fulfillment
No charge $ 0
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One Time Fee = $840
*=Developmental costs are factored at $60 per hour which includes programming,
personnel, equipment, and system upgrade costs. **=Administrative costs are
factored at $30 per hour which includes personnel costs.
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FULFILLMENT SERVICES PROPOSAL FOR
THE T.O. XXXXXXXXXX SECTOR ROTATION FUND
Ongoing
Costs: Front Office Service Fee Includes:
o Answering of all Fulfillment calls from 8:00 a.m. - 7:00 p.m.,
(Central Time) Monday-Friday
o Recording of all Fulfillment requests left during non-business hours
o Transcription of all voice mail requests
$. 99/minute
$1.00/monthly minimum
NOTE: On the average, most literature fulfillment calls
average 1.8 minutes in length. This would calculate to $1.78
per average call. The $100 minimum monthly fee would account
for approximately 55 calls per month.
Back Office Service Fee Includes:
o Envelope inserting of up to 4 items per customer $ .45
o Additional inserts $ .15
o Custom letter (included)
o Inventory tracking (included)
o Inventory storage (included)
o Periodic activity reports showing prospects by:
state of residence, literature items requested,
market source (included)
Out-of-pocket expenses include but are not limited to:
o Postage
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