Exhibit (h)(40)
403(B) COMPREHENSIVE SERVICE AGREEMENT
THIS AGREEMENT IS BETWEEN
FIRSTAR FUNDS And UNIVERSAL PENSIONS, INC.
With Offices At: A Minnesota Corporation With
Offices at:
000 X. Xxxxxxxx Xx. 000 Xxxx Xxxxxx Xxxx Xxxxx
Xxxxxxxxx, XX 00000 X.X. Xxx 000
Xxxxxxxx, Xxxxxxxxx 00000
Hereinafter together with its Hereinafter called "UPI"
Affiliates called "Financial
Organization"
I. THE TERM
The Initial Term of this Service Agreement (Agreement) is three (3) years
commencing with the Effective Date of this Agreement. Either party may
terminate this Agreement effective at the expiration of the Initial Term or any
extension thereof by giving the other party thirty (30) days prior written
notice. If such written notice of termination is not given, then the Term shall
be automatically extended thereafter for additional successive one (1) year
terms unless and until terminated by either party giving the required thirty
(30) days notice.
II. PRODUCTS OR SERVICES SELECTED
The Financial Organization has selected the products and services
designated below and agrees to pay UPI the corresponding fee for furnishing or
rendering such products and services:
FEES
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Enrollment Annual
2.01 403(B) DOCUMENTS $2,000.00 $750.00
[X] Salary Deferral Plan (Non-Title I)
[X] 403(b)(7) Custodial Account Plan
III. DEFINITIONS AND FEE DESCRIPTIONS
3.01 ENROLLMENT FEE: A fee assessed by UPI for the privilege of using
the 403(b) plan document, the ancillary forms, the reference
services as described below. The Enrollment Fee is due upon the
effective date of this Agreement.
3.02 ANNUAL SERVICE FEE: A yearly fee due on the anniversary of the
effective date of this Agreement for the continued privilege of
using the 403(b) plan document and ancillary forms and for receiving
notices of amendments affecting the plan as outlined herein.
3.03 AFFILIATES: The Financial Organization Affiliates are set forth in
the attached Schedule A, which may be amended from time to time upon
the mutual written consent of both parties.
IV. PRODUCTS AND SERVICES DESCRIPTIONS
UPI shall provide the following services in exchange for the fees described
above:
4.01 403(B) PLAN DOCUMENT AND ANCILLARY FORMS
THE SERVICES:
UPI shall provide the Financial Organization with the following
403(b) plan services.
x. Xxxxx to the Financial Organization the right to copy and
otherwise use the UPI 403(b) plan document and the ancillary
forms (the "Documents") to assist employers or 403(b) plan
participants in establishing 403(b) plans. The Financial
Organization may use the Documents only for the purpose of
implementing 403(b) plans for customers of the Financial
Organization who are adopting employers or 403(b) plan
participants. The Financial Organization shall not use the
Documents for any other purpose than stated above.
1. Salary Deferral Plan (Non-Title I) Documents
(a) 403(b)(7) Custodial Account Agreement or Annuity
Endorsement (whichever is applicable)
(b) 403(b) Enrollment/Investment Form
(c) 403(b) Designation of Beneficiary Form
(d) 403(b) Transfer Request Form
(e) 403(b) Payout Request Form
Documents are available on diskette in WordPerfect 6.0 format at
no extra charge. Upon the Financial Organization's request, UPI
will provide the diskette to the Financial Organization.
b. Upon the Financial Organization's request, UPI shall make
available to the Financial Organization additional consulting
support and document customization. The fee for such services
shall be based upon UPI's then current hourly rate for such
services.
c. UPI shall provide amendments for minor revisions to the Document
resulting from law and regulatory changes affecting 403(b) plans.
Such amendments shall be suitable for use with the Documents
prior to any customization. At the Financial Organization's
request, UPI will customize the amendments to suit the Financial
Organization's needs. The fee for any document customization
shall be based upon UPI's then current hourly rate for such
services.
UPI shall notify the Financial Organization of all major
amendments to the Document required by fundamental regulatory and
legislative changes affecting 403(b) plans. At the Financial
Organization's request, any major changes required to be made to
the Documents will be performed by UPI for the Financial
Organization. The fee for such services shall be based upon
UPI's then current hourly rate for such services. UPI shall have
complete discretion in determining whether a change is major to
minor.
OTHER TERMS AND CONDITIONS:
d. The Financial Organization acknowledges that all copyright
ownership in the Documents and Reference Materials is vested in
UPI. No Reference Materials may be reproduced in any manner
without the express written consent of UPI. However, the
Financial Organization acknowledges that such changes may cause
the Documents to fail to be in compliance with laws and
regulations applicable to 403(b) plans and accepts any and all
liability arising from such changes.
e. The Financial Organization agrees to provide UPI with all
relevant facts, figures and circumstances necessary to enable UPI
to design the Documents to meet the Financial Organization's
needs and agrees to provide accurate information. UPI is not
responsible for inaccurate information given.
V. GENERAL PROVISIONS
5.01 AGENCY RELATIONSHIP: By performing services under this Agreement,
UPI acts only as an agent for the Financial Organization. The
Financial Organization and UPI acknowledge and agree that nothing in
this Agreement shall be construed as creating the status of UPI as
plan administrator or other fiduciary, as those terms are defined in
the Employee Retirement Income Security Act of 1974 (ERISA), as
amended, with respect to the plans sponsored by the Financial
Organization. The parties further acknowledge and agree that UPI
shall not be deemed to be providing legal, investment, or tax advice
to the Financial Organization as a result of the obligations
undertaken by UPI as contemplated herein.
5.02 SUCCESSOR ORGANIZATION: If the Financial Organization is merged
with or bought by another organization, the successor organization
may continue to receive the products and services set forth in this
Agreement if it desires and UPI so consents.
5.03 SEVERABILITY: Should any provision of this Agreement not be
enforceable in any jurisdiction, the remainder of this Agreement
shall not be affected thereby.
5.04 FINANCIAL ORGANIZATION TO PROVIDE INFORMATION: The Financial
Organization shall provide UPI with all requested information and
figures, within the time period and in the manner prescribed by UPI,
to enable UPI to perform its services. UPI shall rely on the
accuracy and completeness of information submitted by the Financial
Organization.
5.05 SUPPLEMENTAL SERVICES: If services which are not covered by this
Agreement are requested or required, then UPI shall charge an
additional fee based on UPI's then current hourly rate. Any
supplemental services shall not be performed without the Financial
Organization's prior approval.
5.06 NOTICES: All notices required or permitted by this Agreement shall
be in writing. Any notice given shall be considered effective when
actually received. Notice may be given to either party by United
States mail, postage pre-paid and addressed to the attention of the
party's authorized representative designated below. Either party
may, in writing, notify the other of a change in the identity of the
person to receive the notice.
5.07 EFFECT OF WAIVER: The waiver by either party or the failure by
either party to claim a breach of any of the provisions of this
Agreement shall not be held to be a waiver of any subsequent breach
or as affecting in any way the effectiveness of such provisions.
5.08 AMENDMENTS: The parties may amend, modify and supplement this
Agreement in such manner as may be agreed upon by them in writing.
5.09 FEE MODIFICATIONS: After the initial term of this Agreement, UPI
shall have the right to modify any of the fees set forth herein as
it deems appropriate. Fee modifications shall be preceded by thirty
(30) days written notice to the Financial Organization.
5.10 SALES TAX: The Financial Organization acknowledges that sales tax
may be applicable, either now or in the future, to the products or
services provided by UPI under the terms of this Agreement, and that
such sales tax will be in addition to the fees set forth herein.
5.11 INSURANCE LAWS: UPI makes no representations regarding compliance
of its products or services with any state insurance laws. Further,
UPI shall not be responsible for obtaining the approval of any state
insurance authority on behalf of the Financial Organization.
5.12 SECURITIES LAWS: UPI makes no representations regarding compliance
of its products or services with any securities laws. Further, UPI
shall not be responsible for obtaining the approval of any federal
or state securities authority on behalf of the Financial
Organization.
5.13 ENTIRE AGREEMENT: The Financial Organization acknowledges that
there are no agreements or understandings, written or oral, between
itself and UPI with respect to the services which are to be
rendered, other than as set forth herein and that this Agreement
contains the entire agreement between the parties with respect
thereto.
VI. EFFECTIVE DATE: The effective date of this Agreement is May 4, 1998.
VII. SIGNATURES:
FIRSTAR FUNDS Universal Pensions, Inc.
/s/ Xxxx Xxxxx Xxxxxx /s/ Xxxxxx X. Xxxxxxxx
-------------------------------- --------------------------------
Authorized Signature Authorized Signature
Xxxx Xxxxx Xxxxxx Xxxxxx X. Xxxxxxxx
-------------------------------- --------------------------------
Name of Individual (Please Type) Name of Individual (Please Type)
Vice President President
-------------------------------- --------------------------------
Title Title
4-23-98 May 4, 1998
-------------------------------- --------------------------------
Date Date
SCHEDULE A
Financial Organization has no parents. The following list sets forth the name
of each Affiliate for purposes of the Comprehensive Service Agreement.
1 Firstar Bank Milwaukee, National Association
1 Firstar Bank Wisconsin
1 Firstar Bank Wausau, National Association
1 Firstar Bank Iowa, National Association
1 Firstar Bank Burlington, National Association
1 Firstar Bank Minnesota, National Association
1 Firstar Bank Illinois
1 Firstar Bank U.S.A., National Association
1 Firstar Metropolitan Bank & Trust
1 Firstar Trust Company
1 Firstar Trust Company of Florida, National Association
1 Firstar Investment Research & Management Company, LLC
1 Firstar Insurance Services, LLC
2 Firstar Investment Services, Inc.
1 Firstar Title Corp.
2 Firstar Community Investment Corporation
2 Firstar Equipment Finance Corporation
2 CSFM Corporation
2 Firstar Home Mortgage Corporation
2 Firstar Information Services Corporation
1 Banks of Iowa Capital Corporation
2 DPC of Milwaukee, Inc.
2 Firstar Trade Services Corporation
3 Firstar Trade Services Limited
2 Milwaukee Capital Corporation
4 Wisconsin Capital Corporation
1 American Credit Corporation
Notes
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1 Subsidiary of Firstar Corporation
2 Subsidiary of Firstar Bank Milwaukee, National Association
3 Subsidiary of Firstar Trade Services Corporation
4 Subsidiary of Firstar Bank Wisconsin
