SHAREHOLDER SERVICES AGREEMENT
THIS AGREEMENT made as of the first day of March, 1999, by and between
Firstar Stellar Funds and its individual series listed on Exhibit 1, as may be
amended from time to time, having their principal office and place of business
at Firstar Mutual Funds Services, LLC, 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxxx 00000 and who have approved a Shareholder Services Plan (the "Plan")
and this form of Agreement (individually referred to herein as a "Fund" and
collectively as "Funds") and Firstar Bank, N.A., a national association having
its principal office and place of business at 000 Xxxxxx Xxxxxx, Xxxxxxxxxx,
Xxxx 00000 ("Firstar Bank").
1. The Funds hereby appoint Firstar Bank to render or cause to be
rendered personal services to shareholders of the Funds and/or the maintenance
of accounts of shareholders of the Funds ("Services"). In addition to providing
Services directly to shareholders of the Funds, Firstar Bank is hereby appointed
the Funds' agent to select, negotiate and subcontract for the performance of
Services. Firstar Bank hereby accepts such appointments. Firstar Bank agrees to
provide or cause to be provided Services that, in its best judgment (subject to
supervision and control of the Funds' Boards of Trustees), are necessary or
desirable for shareholders of the Funds. Firstar Bank further agrees to provide
the Funds, upon request, a written description of the Services, which Firstar
Bank is providing hereunder.
2. During the term of this Agreement, each Fund will pay Firstar Bank
and Firstar Bank agrees to accept as full compensation for its services rendered
hereunder a fee at an annual rate, calculated daily and payable monthly, up to
0.25% of 1% of average net assets of each Fund.
For the payment period in which this Agreement becomes effective or
terminates with respect to any Fund, there shall be an appropriate proration of
the monthly fee on the basis of the number of days that this Agreement is in
effect with respect to such Fund during the month. To enable the Funds to comply
with an applicable exemptive order, Firstar Bank represents that the fees
received pursuant to this Agreement will be disclosed to and authorized by any
person or entity receiving Services, and will not result in an excessive fee to
Firstar Bank.
3. This Agreement shall continue in effect for one year from the date
of its execution, and thereafter for successive periods of one year only if the
form of this Agreement is approved at least annually by the Board of each Fund,
including a majority of the members of the Board of the Fund who are not
interested persons of the Fund and have no direct or indirect financial interest
in the operation of the Fund's Plan or in any related documents to the Plan
("Independent Board Members") cast in person at a meeting called for that
purpose.
4. Notwithstanding paragraph 3, this Agreement may be terminated as
follows:
(a) at any time, without the payment of any penalty, by
the vote of a majority of the Independent Board
Members of any Fund or by a vote of a majority of the
outstanding voting securities of any Fund as defined
in the Investment Company Act of 1940 on 60 days'
written notice to the parties to this Agreement;
(b) automatically in the event of the Agreement's
assignment as defined in the Investment Company Act
of 1940; and
(c) by any party to the Agreement without cause by giving
the other party at least 60 days' written notice of
its intention to terminate.
5. Firstar Bank agrees to obtain any taxpayer identification number
certification from each shareholder of the Funds to which it provides Services
that is required under Section 3406 of the Internal Revenue Code, and any
applicable Treasury regulations, and to provide each Fund or its designee with
timely written notice of any failure to obtain such taxpayer identification
number certification in order to enable the implementation of any required
backup withholding.
6. Firstar Bank shall not be liable for any error of judgment or
mistake of law or for any loss suffered by any Fund in connection with the
matters to which this Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or from reckless disregard by it of its obligations and duties under this
Agreement. Firstar Bank shall be entitled to rely on and may act upon advice of
counsel (who may be counsel for such Fund) on all matters, and shall be without
liability for any action reasonably taken or omitted pursuant to such advice.
Any person, even though also an officer, trustee, partner, employee or agent of
Firstar Bank, who may be or become a member of such Fund's Board, officer,
employee or agent of any Fund, shall be deemed, when rendering services to such
Fund or acting on any business of such Fund other than services or business in
connection with the duties of Firstar Bank hereunder) to be rendering such
services to or acting solely for such Fund and not as an officer, trustee,
partner, employee or agent or one under the control or direction of Firstar Bank
even though paid by Firstar Bank.
This Section 6 shall survive termination of this Agreement.
7. No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which an enforcement of the change, waiver, discharge or termination is
sought.
8. Firstar Bank is expressly put on notice of the limitation of
liability as set forth in the Declaration of Trust of each Fund that is a
Massachusetts business trust and agrees that the obligations assumed by each
such Fund pursuant to this Agreement shall be limited in any case to such Fund
and its assets and that Firstar Bank shall not seek satisfaction of any such
obligations from the shareholders of such Fund, the Trustees, Officers,
Employees or Agents of such Fund, or any of them.
9. The execution and delivery of this Agreement have been authorized by
the Trustees of Firstar Bank and signed by an authorized officer of Firstar
Bank, acting as such, and neither such authorization by such Trustees nor such
execution and delivery by such officer shall be deemed to have been made by any
of them individually or to impose any liability on any of them personally, and
the obligations of this Agreement are not binding upon any of the Trustees or
shareholders of Firstar Bank, but bind only the trust property of Firstar Bank
as provided in the Declaration of Trust of Firstar Bank.
10. Notices of any kind to be given hereunder shall be in writing
(including facsimile communication) and shall be duly given if delivered to any
Fund and to such Fund at the following address: Firstar Mutual Fund Services,
LLC, 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000.
11. This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject hereof
whether oral or written. If any provision of this Agreement shall be held or
made invalid by a court or regulatory agency decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected thereby.
Subject to the provisions of Section 3 and 4, hereof, this Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and shall be governed by Wisconsin law; provided, however,
that nothing herein shall be construed in a manner inconsistent with the
Investment Company Act of 1940 or any rule or regulation promulgated by the
Securities and Exchange Commission thereunder.
12. This Agreement may be executed by different parties on separate
counterparts, each of which, when so executed and delivered, shall be an
original, and all such counterparts shall together constitute one and the same
instrument.
13. This Agreement shall not be assigned by any party without the prior
written consent of Firstar Bank in the case of assignment by any Fund, or of the
Funds in the case of assignment by Firstar Bank, except that any party may
assign to a successor all of or a substantial portion of its business to a party
controlling, controlled by, or under common control with such party. Nothing in
this Section 13 shall prevent Firstar Bank from delegating its responsibilities
to another entity to the extent provided herein.
Dated as of the day and year first above written.
Firstar Stellar Funds
By:____________________________
Title:_________________________
Firstar Bank, N.A.
By:____________________________
Title:_________________________
FIRSTAR STELLAR FUNDS
EXHIBIT 1 TO
SHAREHOLDER SERVICES AGREEMENT
MAXIMUM CONTRACTUAL FEES:
Capital Appreciation Fund A Shares 0.25% of ADNA
B Shares 0.25% of ADNA
Growth Equity Fund A Shares 0.25% of ADNA
B Shares 0.25% of ADNA
Y Shares 0.25% of ADNA
Relative Value Fund A Shares 0.25% of ADNA
B Shares 0.25% of ADNA
Y Shares 0.25% of ADNA
Strategic Income Fund A Shares 0.25% of ADNA
B Shares 0.25% of ADNA
Tax-Free Money Market Fund C Shares 0.25% of ADNA
Treasury Fund C Shares 0.25% of ADNA
Y Shares 0.25% of ADNA
U.S. Government Income Fund A Shares 0.25% of ADNA
B Shares 0.25% of ADNA
Stellar Fund A Shares 0.25% of ADNA
B Shares 0.25% of ADNA
Y Shares 0.25% of ADNA
Stellar Insured Tax-Free Bond Fund A Shares 0.25% of ADNA
B Shares 0.25% of ADNA
International Equity Fund A Shares 0.25% of ADNA
B Shares 0.25% of ADNA
Ohio Tax-Free Money Market Fund C Shares 0.25% of ADNA
Science & Technology Fund A Shares 0.25% of ADNA
B Shares 0.25% of ADNA
Y Shares 0.25% of ADNA
ADNA = Average daily net assets
