EXHIBIT 9.2
FULFILLMENT SERVICING AGREEMENT
THIS AGREEMENT between Firstar Trust Company ("FTC") and THE
XXXXXXX FUNDS, INC. (hereinafter referred to as "TTFI") is entered into on
this ____ day of _________, 1997.
WHEREAS, TTFI provides investment opportunities to prospective
shareholders through The Xxxxxxx Growth Fund; and
WHEREAS, FTC provides fulfillment services to mutual funds;
NOW THEREFORE, the parties agree as follows:
Duties and responsibilities of FTC
1. Answer all prospective shareholder calls concerning The Xxxxxxx
Growth Fund.
2. Send all available Fund materials requested by the prospect within 24
hours from time of call.
3. Receive and update all TTFI fulfillment literature so that 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 TTFI fulfillment inventory.
6. Send periodic fulfillment reports to TTFI as agreed upon between the
parties.
Duties and responsibilities of "TTFI"
1. Provide TTFI fulfillment literature updates to FTC as necessary.
2. File with the NASD, SEC and State Regulatory Agencies, as
appropriate, all fulfillment literature that TTFI requests FTC send
to prospective shareholders.
3. Supply FTC with sufficient inventory of fulfillment materials as
requested from time to time by FTC.
4. Provide FTC with any sundry information about TTFI in order to answer
prospect questions.
Indemnification
TTFI agrees to indemnify FTC from any liability arising out of the
distribution of fulfillment literature which has not been approved by the
appropriate Federal and State Regulatory Agencies.
Compensation
TTFI agrees to compensate FTC for the services performed under this
agreement in accordance with the attached Schedule B; TTFI agrees to pay
all invoices within ten days of receipt.
Proprietary and Confidential Information
FTC agrees on behalf of itself and its directors, officers, and employees
to keep confidential and treat as proprietary information of the TTFI all
records and other information relative to TTFI and prior, present, or
potential shareholders of TTFI, and not to use such records and
information for any purpose other than performance of its responsibilities
and duties thereunder, except after prior notification to and approval in
writing by TTFI, which approval shall not be unreasonably withheld and may
not be withheld where FTC 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 TTFI.
Termination
This agreement may be terminated by either party upon 30 days written
notice.
Dated this ____ day of _________, 1997.
FIRSTAR TRUST COMPANY THE XXXXXXX FUNDS, INC.
By: ______________________________ By:____________________________
Attest: ____________________________ Attest:_______________________
