SERVICING AGREEMENT
Gentleman:
We wish to enter into this Servicing Agreement with you concerning
provision of support services to your shareholders ("Shareholders") who may from
time to time beneficially own shares of the Series A Common Stock of any Fund
except the Institutional Money Market Fund offered by Firstar Funds, Inc.
The terms and conditions of this Servicing Agreement are as follows:
Section 1. You agree to provide, either directly or through your agents,
including your transfer agent, the following support services to Shareholders
who may from time to time beneficially own Series A shares:1 (i) processing
dividend and distribution payments from us on behalf of Shareholders; (ii)
providing information periodically to Shareholders showing their positions in
Series A Shares; (iii) arranging for bank wires; (iv) responding to Shareholder
inquiries relating to the services performed by you ; (v) providing
subaccounting with respect to Series A shares beneficially owned by Shareholders
or the information to us necessary for subaccounting; (iv) if required by law,
forwarding shareholder communication from us (such as proxies, shareholder
reports, annual and semi-annual financial statements and dividend, distribution
and tax notices) to Shareholders; (vii) processing exchange and redemption
requests from Shareholders and placing net exchange and redemption orders with
our service contractors; (viii) assisting Shareholders in changing dividend
options, account designations and addressees; (ix) developing, monitoring and
providing ongoing consulting services regarding expedited purchase, redemption
and exchange programs (the " Program") relating to the purchase of Series A
Shares by Shareholders who also won shares of other unaffiliated investment
companies; (x) reviewing the description of the Program in the materials
prepared by us and such other investment companies for distribution to
Shareholders; (xi) responding to telephone inquiries from Shareholders regarding
the Programs and their investments in Series A Shares; (xii) acting as a liaison
between shareholders and us, including assistance in correcting errors and
resolving problems; (xiii) providing such statistical and other information as
we may reasonably request or may be necessary for us to comply with applicable
federal and state laws; and (xiv) providing such other similar services as we
may reasonably request to the extent you are permitted to do sp under applicable
statutes, rules and regulations.
Section 2. You will provide such office space and equipment, telephone
facilities and personnel (which may be an part of the space, equipment and
facilities currently used in your business, or any personnel employed by you) as
may be reasonably necessary or beneficial in order to provide the aforementioned
services and assistance to Shareholders.
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1 Services may be modified or omitted in the particular case and items
renumbered.
Section 3. Neither you nor any of your officers, employees or agents
are authorized to make any representations concerning us of the Series A Shares
except those contained in our then current prospectuses and statements of
additional information for Series A Shares, copies of which will be supplied by
us to you, or in such supplemental literature or advertising as may be
authorized by us in writing.
Section 4. For all purposes of this Agreement you will be deemed to be
an independent contractor, and will have no authority to act as agent for us in
any matter or in any respect. By your written acceptance of this Agreement,
except as provided below you agree to and do release, indemnify and hold us
harmless from and against any and all direct or indirect liabilities or losses
resulting from requests, directions, actions or inactions of or by you or your
officers, employees or agents regarding your responsibilities hereunder or the
purchase, redemption, transfer or registration of Series A Shares (or orders
relating to the same) by or on behalf of Shareholders. We hereby agree to and do
release, indemnify and hold you harmless from and against any and all direct or
indirect losses resulting from any materially mistatements or omissions
contained in any prospectus, statement of additional information, supplemental
sales literature or advertising provided to you pursuant to Section 3 of this
agreement. You and your employees will, upon request, be reasonably available
during normal business hours to consult with us or our designees concerning the
performance of your responsibilities under this Agreement.
Section 5. In consideration of the services and facilities provided by
you hereunder, we will pay to you, and you will accept as full payment therefor,
a fee at the annual rate of 0 of 1% of the average daily net asset value of the
Series A Shares beneficially owned by your Shareholders (the "Shareholders'
Series A Shares"), which fee will be computed daily and payable monthly. For
purposes of determining the fees payable under this Section 5, the average daily
net asset value of the Shareholders' Series A Shares will by computed in the
manner specified in our Registration Statement (as the same is in effect from
time to time) in connection with the computation of the net asset value of
Series A Shares for purposes of purchases and redemptions. The fee rate stated
above may be prospectively increased or decreased by us, in our sole discretion,
at any time upon notice to you. Further, we may, in our discretion and without
notice, suspend or withdraw the sale of Series A Share, including the sale of
Series A Shares to you for the account of any Shareholder or Shareholders. All
fees payable by Firstar Funds under this Agreement with respect to the Series A
Shares of a particular Fund shall be borne by, and be payable entirely out of
the assets allocable to, said Series A Shares; and no other Fund or series of
Shares offered by Firstar Funds shall be responsible for such fees.
Section 6. Any person authorized to direct the disposition of monies
paid or payable by us pursuant to this Agreement will provide to our Board of
Directors, and our Directors will review, at least quarterly, a written report
of the amounts so expended and the purposes for which such expenditures were
made. In addition, you will furnish us or our designees with such information as
we or they may reasonably request (including, without limitation, periodic
certifications confirming the provision to Shareholders of the services
described herein), and will otherwise reasonably cooperate with us and our
designees (including, without limitation, any auditors designated by us), in
connection with the preparation of reports to our Board of Directors concerning
this Agreement and the monies paid or payable by us pursuant hereto, as well as
any other reports or filings that may be required by law.
Section 7. We may enter into other similar Agreements with any other
person or persons without your consent.
Section 8. By your written acceptance of this Agreement, you represent,
warrant and agree that the services provided by you under this Agreement will in
no event be primarily intended to result in the sale of Series A Shares.
Section 9. This Agreement will become effective on the date a fully
executed copy of this Agreement is received by us or our designee. Unless sooner
terminated, this Agreement will continue until February 28, 1999, and thereafter
will continue automatically for successive annual periods provided such
continuance is specifically approved at least annually by us in the manner
described in Section 12. This Agreement is terminable with respect to the Series
A Shares of any Fund, without penalty, at any time by us (which termination may
be by a vote of a majority of the Disinterested Directors as defined in Section
12) or by you upon notice to the other party hereto. This Agreement will also
terminate automatically in the event of its assignment (as defined in the
Investment Company Act of 1940).
Section 10. All notices and other communications to either you or us
will be duly given if mailed, telegraphed, telexed or transmitted by similar
telecommunications device to the following addresses.
Correspondences to Firstar: Correspondences to Lord Asset Management Trust
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Firstar Mutual Fund Services, LLC Xxxxxx Xxxxx International, Ltd.
000 Xxxx Xxxxxxxx Xxxxxx 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, XX 00000 Xxxxxxx, XX 00000
Section 11. This Agreement will be construed in accordance with the
laws of the State of Wisconsin.
Section 12. This Agreement has been approved by vote of a majority of
(i) our Board of Directors and (ii) those Directors who are not "interested
persons" (as defined in the Investment Company Act of 1940) of us and have no
direct or indirect financial interest in the operation of the Service Plan
adopted by us or in any agreement related thereto cast in person at a meeting
called for the purpose of voting on such approval ("Disinterested Directors").
If you agree to be legally bound by the provisions of this Agreement,
please sign a copy of this letter where indicated below and promptly return it
to us.
Very truly yours,
FIRSTAR FUNDS, INC.
By:________________________
Date:____________________ (Authorized Officer)
Accepted and Agreed to:
Lord Asset Management Trust
By:________________________
Date:_____________________ (Authorized Officer)
