EXHIBIT (d) (14)
FORM OF ADDENDUM NO. 8 TO THE INVESTMENT ADVISORY AGREEMENT
This Addendum, dated as of the __ day of September, 1999, is entered into
between FIRSTAR FUNDS, INC. (the "Company"), a Wisconsin corporation, and
Firstar Investment Research and Management Company, LLC (the "Investment
Adviser").
WHEREAS, the Company and the Investment Adviser have entered into an
Investment Advisory Agreement dated as of March 27, 1992 (the "Advisory
Agreement"), pursuant to which the Company appointed the Investment Adviser to
act as investment adviser to the Company for its Balanced Fund;
WHEREAS, Section 1(b) of the Advisory Agreement provides that in the event
the Company establishes one or more additional investment portfolios with
respect to which it desires to retain the Investment Adviser to act as the
investment adviser under the Advisory Agreement, the Company shall so notify the
Investment Adviser in writing, and if the Investment Adviser is willing to
render such services it shall notify the Company in writing, and the
compensation to be paid to the Investment Adviser shall be that which is agreed
to in writing by the Company and the Investment Adviser; and
WHEREAS, pursuant to Section 1(b) of the Advisory Agreement, the Company
has notified the Investment Adviser that it has established the MidCap Index
Fund and that it desires to retain the Investment Adviser to act as the
investment adviser therefor, and the Investment Adviser has notified the Company
that it is willing to serve as investment adviser for the MidCap Index Fund (the
"Fund");
NOW THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. APPOINTMENT. The Company hereby appoints the Investment Adviser to
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act as investment adviser to the Company for the MidCap Index Fund for the
period and the terms set forth herein and in the Advisory Agreement. The
Investment Adviser hereby accepts such appointment and agrees to render the
services set forth herein and in the Advisory Agreement, for the compensation
herein provided.
2. COMPENSATION. For the services provided and the expenses assumed with
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respect to the MidCap Index Fund pursuant to the Advisory Agreement and this
Addendum, the Company will pay the Investment Adviser and the Investment Adviser
will accept as full compensation therefor ____________.
3. MISCELLANEOUS. Except to the extent supplemented hereby, the Advisory
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Agreement shall remain unchanged and in full force and effect and is hereby
ratified and confirmed in all respects as supplemented hereby.
IN WITNESS WHEREOF, the undersigned have executed this Addendum as of the
date and year first above written.
FIRSTAR FUNDS, INC.
By:
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Title:
FIRSTAR INVESTMENT RESEARCH
AND MANAGEMENT COMPANY, LLC
By:
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Title:
