FULFILLMENT SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of this ___ day of _____,
2000, by and between Allied Asset Advisors Funds, a business trust organized
under the laws of the State of Delaware (hereinafter referred to as the
"Trust"), Allied Asset Advisors, Inc., a corporation organized under the laws of
the state of Delaware (hereinafter referred to as the "Advisor"), Firstar Mutual
Fund Services, LLC, a limited liability company organized under the laws of the
State of Wisconsin (hereinafter referred to as "FMFS"), and Xxxxxxxx Capital
Markets, Inc., corporation organized under the laws of the State of New York
(hereinafter referred to as the "Distributor").
WHEREAS, the Advisor is a registered investment adviser under the
Investment Advisers Act of 1940, as amended;
WHEREAS, the Advisor serves as investment adviser to the Trust, a
registered investment company under the Investment Company Act of 1940, as
amended, which is authorized to create separate series of funds;
WHEREAS, the Distributor is a registered broker-dealer under the
Securities Exchange Act of 1934, as amended, and serves as principal distributor
of Trust shares;
WHEREAS, FMFS provides fulfillment services to mutual funds;
WHEREAS, the Trust desires to retain FMFS to provide fulfillment
services to all portfolio's of the Trust (each a "Fund") and each additional
series of the Trust listed on Exhibit A attached hereto, as it may be amended
from time to time.
NOW, THEREFORE, the parties agree as follows:
1. DUTIES AND RESPONSIBILITIES OF FMFS
1. Answer all prospective shareholder calls concerning the Fund.
2. Send all available Fund material requested by the prospect within
24 hours from time of call.
3. Receive and update all Fund fulfillment literature so that the 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 Fund fulfillment inventory.
6. Send periodic fulfillment reports to the Trust as agreed upon
between the parties.
2. DUTIES AND RESPONSIBILITIES OF THE TRUST
1. Provide Fund fulfillment literature updates to FMFS as necessary.
2. File (or cause to be filed (i.e., through the Distributor) with the
NASD, SEC and State Regulatory Agencies, as appropriate, all
fulfillment literature that the Fund requests FMFS send to prospective
shareholders.
3. Supply FMFS with sufficient inventory of fulfillment materials as
requested from time to time by FMFS.
4. Provide FMFS with any sundry information about the Fund in order to
answer prospect questions.
3. COMPENSATION
The Advisor or the Distributor (the Distributor only through the collection of
sufficient distribution expenses from the Fund, if applicable) agrees to
compensate FMFS for the services performed under this Agreement in accordance
with the attached Exhibit A. All invoices shall be paid within ten days of
receipt.
4. PROPRIETARY AND CONFIDENTIAL INFORMATION
FMFS agrees on behalf of itself and its directors, officers, and employees to
treat confidentially 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), and not to use
such records and information for any purpose other than the performance of its
responsibilities and duties hereunder, except after prior notification to and
approval in writing by the Trust, which approval may not be withheld where 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.
5. INDEMNIFICATION
The Trust agrees to indemnify FMFS from any liability arising out of the
distribution of fulfillment literature which has not been filed with the
appropriate Federal and State Regulatory Agencies as required by applicable law.
FMFS agrees to indemnify the Trust from any liability arising from the improper
use of fulfillment literature during the performance of duties and
responsibilities identified in this agreement. FMFS will be liable for bad
faith, negligence or willful misconduct on its part in its duties under this
Agreement.
6. TERMINATION
This Agreement may be terminated by either party upon 90 days written notice.
Notwithstanding anything to the contrary above, this Agreement may be terminated
by the Trust's Board of Trustees, without penalty, (i) immediately if FMFS
becomes statutorily disqualified from performing it duties under this Agreement
or otherwise is legally prohibited from performing its duties under this
Agreement and (ii) on not less than sixty (60) days written notice for cause (as
defined below).
Termination for "cause" shall mean:
(i) willful misfeasance, bad faith, gross negligence, abandonment, or
reckless disregard on the part of FMFS with respect to its obligations and
duties hereunder;
(ii) regulatory, administrative or judicial proceedings against FMFS that
result in a determination that it has violated any rule, regulation, order or
law and that, in the reasonable judgement of the Trust's Board of Trustees,
substantially impairs the performance of FMFS' obligations and duties
hereunder;
(iii) financial difficulties on the part of FMFS that are evidenced by the
authorization or commencement of, or involvement by way of pleading, answer,
consent, or acquiescence in, a voluntary or involuntary case under Title 11 of
the United States Code, as from time to time in effect, or any applicable law
other than said Title 11, of any jurisdiction relating to the liquidation or
reorganization of debtors or to the modification or alteration of the rights of
creditors;
(iv) any other circumstance that, in the reasonable judgement of the
Trust's Board of Trustees, substantially impairs the performance of FMFS'
obligations and duties hereunder.
FMFS is hereby expressly put on notice of the limitation of shareholder
liability as set forth in the Trust's Declaration of Trust and agrees that
obligations assumed by the Trust pursuant to this Agreement shall be limited in
all cases to the Trust and its assets, and if the liability relates to one or
more series, the obligations hereunder shall be limited to the respective assets
of such series. FMFS further agrees that it shall not seek satisfaction of any
such obligation from the shareholder or any individual shareholder of a series
of the Trust, nor from the Trustees or any individual Trustee of the Trust.
7. NO AGENCY RELATIONSHIP
Nothing herein contained shall be deemed to authorize or empower FMFS to act as
agent for the other party to this Agreement, or to conduct business in the name
of, or for the account of the other party to this Agreement.
8. DATA NECESSARY TO PERFORM SERVICES
The Trust or its agent, which may be FMFS, shall furnish to FMFS the data
necessary to perform the services described herein at such times and in such
form as mutually agreed upon. If FMFS is also acting in another capacity for the
Trust, nothing herein shall be deemed to relieve FMFS of any of its obligations
in such capacity.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by a duly authorized officer or one or more counterparts as of the day and year
first written above.
ALLIED ASSET ADVISORS FUNDS FIRSTAR MUTUAL FUND SERVICES, LLC
By:______________________________ By: ________________________________
Attest: __________________________ Attest:______________________________
XXXXXXXX CAPITAL MARKETS, INC. ALLIED ASSET ADVISORS, INC.
By:______________________________ By: ________________________________
Attest: __________________________ Attest:______________________________
