FORM OF
AMENDMENT TO
SHAREHOLDER SERVICING AGENT AGREEMENT
FIRSTAR FUNDS, INC., a Wisconsin corporation (formerly, Portico Funds,
Inc.) and FIRSTAR MUTUAL FUND SERVICES, LLC, a Wisconsin limited liability
company, parties to a Shareholder Servicing Agent Agreement dated as of March
23, 1988 and assigned as of October 1, 1998, hereby amend and restate Sections 3
and 4 of such Agreement in their entirety as follows:
3. DUTIES OF THE AGENT. Agent hereby agrees to perform the following duties
in accordance with this Agreement and the Prospectus of each Fund:
A. Process new accounts.
B. Process purchases, both initial and subsequent.
C. Transfer Shares to an existing account or to a new account upon receipt
of required documentation in good order.
D. Redeem uncertificated and/or certificated Shares upon receipt of
required documentation in good order and disburse the redemption proceeds
therefor.
E. Issue and/or cancel certificates as instructed; replace lost, stolen or
destroyed certificates upon receipt of satisfactory indemnification or
bond.
F. Distribute dividends and/or capital gain distributions. This includes
disbursements as cash or reinvestment and to change the disbursement option
at the request of shareholders.
G. Process exchanges between Funds (process and direct purchase/redemption
and initiate new account or process to existing account).
H. Make miscellaneous changes to records, including, but not necessarily
limited to, address changes and changes in plans (such as systematic
withdrawal, dividend reinvestment, etc.).
I. Prepare and mail a year-to-date confirmation and statement as each
transaction is recorded in a shareholder account.
J. Handle telephone calls and correspondence in reply to shareholder
requests except those items set forth in referrals to Firstar Funds and
Firstar Investment Research and Management, LLC ("FIRMCO").
K. Provide reports to Firstar Funds with respect to each Fund:
Daily - transaction journal with analysis of accounts.
Monthly - analysis of transactions and accounts by types.
Quarterly - state sales analysis; sales by size; analysis of
systematic withdrawals, ▇▇▇▇▇, ▇▇▇ and 403(b)(7) plans; printout of
shareholder balances.
L. Prepare a daily control and reconciliation of each Fund's shares with
Agent's records and Firstar Funds' office records.
M. Prepare address labels or confirmations for four reports to shareholders
per year.
N. Mail and tabulate proxies (and mail proxy solicitation materials) for
meetings of shareholders, including preparation of certified shareholder
list and daily report to Firstar Funds' management, if required. All proxy
related expenses including stationery and postage shall be an
"out-of-pocket" expense in accordance with paragraph 5.
O. Prepare and mail annual Form 1099, Form W-2P and 5498 to shareholders to
whom dividends or distribution are paid, with a copy for the IRS, as well
as any other notices and information relating to exempt-interest dividends,
capital gains or other items required under the Internal Revenue Code of
1986, the Investment Company Act of 1940 (the "1940 Act") or state law.
P. Provide readily obtainable data which may from time to time be requested
for audit purposes.
Q. Replace lost or destroyed checks.
R. Continuously maintain all records for active and closed accounts during
the current year.
S. Furnish shareholder data information for a current calendar year in
connection with ▇▇▇ and ▇▇▇▇▇ Plans in a format suitable for mailing to
shareholders.
T. Withhold such sums as are required to be withheld under applicable
Federal and state income tax laws, rules and regulations.
U. Maintain registry records with respect to the Shares of each Fund in
usual form.
4. Referrals to Firstar Funds' distributor or FIRMCO. Agent hereby agrees
to refer to Firstar Funds' distributor or FIRMCO for reply to the following as
appropriate:
A. Requests for investment information, including performance and outlook.
B. Requests for information about specific plans: (such as ▇▇▇, ▇▇▇▇▇,
Automatic Investment, Systematic Withdrawal).
C. Requests for information about exchanges between the Funds.
D. Requests for historical Fund prices.
E. Requests for information about the value and timing of dividend
payments.
F. Questions regarding correspondence from the Funds and newspaper
articles.
G. Any requests for information from non-shareholders.
IN WITNESS WHEREOF, the parties have executed this Amendment as
of ___________.
Very truly yours,
FIRSTAR FUNDS, INC.
By: ___________________________
(Authorized Officer)
FIRSTAR MUTUAL FUND SERVICES, LLC
By: ____________________________
(Authorized Officer)
