Exhibit 9.4
Fulfillment Servicing Agreement
This Agreement between Firstar Trust Company (FTC) and Burridge Funds, a
Massachusetts business trust is entered into on this _____day of
_____________________, 1996.
WHEREAS, Burridge Funds provides investment opportunities to prospective
shareholders through a family of open end mutual funds and currently has shares
of a single series designated Burridge Capital Development Fund, hereinafter
called the "Fund"; and
WHEREAS, FTC is in the business of providing, among other things,
fulfillment services to mutual funds;
NOW THEREFORE, the parties do mutually promise and agree as follows:
Duties and responsibilities of FTC. FTC agrees to provide the following
fulfillment services to the Fund:
1. Answer all prospective shareholder calls concerning the Fund listed in
the attached Schedule A which may be modified from time to time.
2. Send all available Fund materials requested by the prospect which may
include the prospectus, statement of additional information, reports to
shareholders, and other materials, including advertising or sales
literature, provided to FTC by the Fund from time to time, within 24
hours from time of call.
3. Receive and update all the Fund 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 the Fund fulfillment inventory.
6. Send periodic fulfillment reports to the Fund as agreed upon between the
parties.
Duties and responsibilities of the Fund. Fund agrees to provide the following
to FTC:
1. Provide the Fund fulfillment literature updates to FTC as necessary.
2. Supply FTC with sufficient inventory of fulfillment materials as
requested from time to time by FTC.
3. Provide FTC with any sundry information about the Fund in order to
answer prospect questions.
Performance of Service; Limitation of Liability
A. FTC shall exercise reasonable care in the performance of its duties under
this Agreement. FTC shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Fund in connection with matters to
which this Agreement relates, including losses resulting from mechanical
breakdowns or the failure of communication or power supplies beyond FTC's
control, except a loss resulting from FTC's refusal or failure to comply
with the terms of this Agreement or from bad faith, negligence, or willful
misconduct on its part in the performance of its duties under this
Agreement. Notwithstanding any other provision of this Agreement, the Fund
shall indemnify and hold harmless FTC from and against any and all claims,
demands, losses, expenses, and liabilities (whether with or without basis in
fact or law) of any and every nature (including reasonable attorneys' fees)
which FTC may sustain or incur or which may be asserted against FTC by any
person arising out of any action taken or omitted to be taken by it in
performing the services hereunder (i) in accordance with the foregoing
standards, or (ii) in reliance upon any written or oral instruction provided
to FTC by any duly authorized officer of the Trust, such duly authorized
officer to be included in a list of authorized officers furnished to FTC and
as amended from time to time in writing by resolution of the Board of
Trustees of the Trust.
In the event of a mechanical breakdown or failure of communication or power
supplies beyond its control, FTC shall take all reasonable steps to minimize
service interruptions for any period that such interruption continues beyond
FTC's control. FTC will make every reasonable effort to restore any lost or
damaged data and correct any errors resulting from such a breakdown at the
expense of FTC. FTC agrees that it shall, at all times, have reasonable
contingency plans with appropriate parties, making reasonable provision for
emergency use of electrical data processing equipment to the extent
appropriate equipment is available. Representatives of the Fund shall be
entitled to inspect FTC's premises and operating capabilities at any time
during regular business hours of FTC, upon reasonable notice to FTC.
Regardless of the above, FTC reserves the right to reprocess and correct
administrative errors at its own expense.
B. In order that the indemnification provisions contained in this section
shall apply, it is understood that if in any case the Fund may be asked to
indemnify or hold FTC harmless, the Fund shall be fully and promptly advised
of all pertinent facts concerning the situation in question, and it is
further understood that FTC will use all reasonable care to notify the Fund
promptly concerning any situation which presents or appears likely to
present the probability of such a claim for indemnification against the
Fund. The Fund shall have the option to defend FTC against any claim which
may be the subject of this indemnification. In the event that the Fund so
elects, it will so notify FTC and thereupon the Fund shall take over
complete defense of the claim, and FTC shall in such situation initiate no
further legal or other expenses for which it shall seek indemnification
under this section. FTC shall in no case confess any claim or make any
compromise in any case in which the Fund will be asked to indemnify FTC
except with the Fund's prior written consent.
C. FTC shall indemnify and hold the Fund harmless from and against any and
all claims, demands, losses, expenses, and liabilities (whether with or
without basis in fact or law) of any and every nature (including reasonable
attorneys' fees) which may be asserted against the Fund by any person
arising out of any action taken or omitted to be taken by FTC as a result of
FTC's refusal or failure to comply with the terms of this Agreement, its bad
faith, negligence, or willful misconduct.
Compensation
The Fund agrees to compensate FTC for the services performed under this
agreement in accordance with the attached Schedule B; the Fund 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
treat confidentiality and as proprietary information of the Fund all records and
other information relative to the Fund and prior, present, or potential
shareholders of the Fund (and clients of said shareholders), 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 Burridge Funds, 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 Burridge
Funds.
Additional Series
In the event that the Trust establishes one or more additional series of
shares with respect to which it desires to have FTC render fund administration
services under the terms hereof, it shall so notify FTC in writing, and if FTC
agrees in writing to provide such services, such series will be subject to the
terms and conditions of this Agreement, and shall be maintained and accounted
for by FTC on a discrete basis. The fund currently covered by this Agreement
is: Burridge Capital Development Fund
Termination
This agreement may be terminated by any of the parties upon 30 days written
notice to the parties.
Notices
Notices of any kind to be given to any party hereto to any of the other
parties shall be in writing and shall be duly given if mailed or delivered as
follows: Notice to FTC shall be sent to Mutual Fund Services, 000 X. Xxxxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000 and notice to Fund shall be sent to Burridge
Funds, 000 Xxxxx Xx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000.
Non-Liability of Trustees and Shareholders
Any obligation of Burridge Funds hereunder shall be binding upon the assets of
Burridge Funds (or applicable series thereof) and shall not be binding upon any
trustee, officer, employee, agent, or shareholder or Burridge Funds. Neither the
authorization of any action by the trustees or shareholders of Burridge Funds
nor the execution of this agreement on behalf of Burridge Funds shall impose
liability upon any trustee, officer, or shareholder of Burridge Funds.
Choice of Law
This Agreement shall be construed in accordance with the laws of the State
of Wisconsin.
Dated this _____ day of _______________________, 1996.
FIRSTAR TRUST COMPANY BURRIDGE FUNDS
By: _____________________________ By: _____________________________________
Attest: _________________________ Attest: _________________________________
