0000950152-08-006836 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • August 28th, 2008 • First Funds • New York

AGREEMENT made this 1st day of May, 2008, between First Funds (f/k/a Legacy Funds Group) (the “Trust”), having an office at 3435 Stelzer Road, Columbus, Ohio 43219, and Foreside Distribution Services, L.P. (“Distributor”), having an office at 100 Summer Street, Boston, Massachusetts 02110.

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COMPLIANCE SERVICES AGREEMENT
Compliance Services Agreement • August 28th, 2008 • First Funds • Ohio

AGREEMENT effective as of the 1st day of August, 2007, as amended and restated August 20, 2008, between First Funds (formerly known as Legacy Funds Group) (the “Trust”), a Massachusetts business trust having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219, and CITI FUND SERVICES OHIO, INC. (“Citi”), an Ohio corporation having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219.

FORESIDE DISTRIBUTION SERVICES, L.P., Distributor (or subsequent affiliated distributor) DEALER AGREEMENT Re: First Funds Ladies and Gentlemen:
First Funds • August 28th, 2008 • Massachusetts

As the distributor of the shares (“Shares”) of each investment company portfolio (“Fund”), of the investment company or companies covered hereunder (collectively, “Company”) which may be amended by us from time to time, Foreside Distribution Services, L.P. (“Distributor”) hereby invites you to participate in the selling group on the following terms and conditions. In this letter, the terms “we,” “us,” and similar words refer to the Distributor, and the terms “you,” “your,” and similar words refer to the dealer executing this agreement, including its associated persons.

SELLING GROUP MEMBER AGREEMENT Re: First Funds Ladies and Gentlemen:
First Funds • August 28th, 2008 • Massachusetts

As the distributor of the shares (“Shares”) of each investment company portfolio (“Fund”), of the investment company or companies covered hereunder (collectively, “Company”) which may be amended by us from time to time, Foreside Distribution Services, L.P. (“Distributor”) hereby invites you to participate in the selling group on the following terms and conditions. In this letter, the terms “we,” “us,” and similar words refer to the Distributor, and the terms “you,” “your,” and similar words refer to the intermediary executing this agreement, including its associated persons.

AMENDMENT NO. 1 TO OMNIBUS FEE AGREEMENT
Omnibus Fee Agreement • August 28th, 2008 • First Funds

AMENDMENT NO. 1 made as of the 26th day of August, 2008, between First Funds (formerly known as Legacy Funds Group) (the “Trust”), a Massachusetts business trust, and Citi Fund Services Ohio, Inc., an Ohio corporation, formerly known as BISYS Fund Services Ohio, Inc. (“Citi”), to that certain Omnibus Fee Agreement, dated as of August 26, 2005, between the Trust and Citi (as previously amended and as in effect on the date hereof, the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

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