FULFILLMENT SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of this 29th day of
September, 2000, by and among Xxxxxx X. Xxxxx & Co. Incorporated, a Wisconsin
corporation (the "Advisor/Distributor"), the Baird Funds, Inc., a Wisconsin
corporation (the "Company"), and Firstar Mutual Fund Services, LLC, a Wisconsin
limited liability corporation ("FMFS").
WHEREAS, the Company is an open-end management company registered under
the Investment Company Act of 1940, as amended;
WHEREAS, the Advisor/Distributor is an investment adviser registered
under the Investment Advisers Act of 1940, as amended, and a broker-dealer
registered under the Securities Exchange Act of 1934, as amended;
WHEREAS, the Advisor/Distributor serves as investment adviser to the
Company and principal underwriter of the Company's shares;
WHEREAS, FMFS provides fulfillment services to mutual funds;
WHEREAS, the Company and the Advisor/Distributor desire to retain FMFS
to provide fulfillment services for each series of the Company and any
additional series listed on Exhibit A attached hereto (each a "Fund" and
collectively the "Funds"), as may be amended from time to time.
NOW, THEREFORE, the parties agree as follows:
1. DUTIES AND RESPONSIBILITIES OF FMFS
A. Answer all prospective shareholder calls concerning the Funds.
B. Send all available Fund material requested by the prospect within
24 hours from time of call.
C. Receive and update all Fund fulfillment literature so that the
most current information is sent and quoted.
D. Provide 24 hour answering service to record prospect calls made
after hours (7 p.m. to 8 a.m. CT).
E. Maintain and store Fund fulfillment inventory.
F. Send periodic fulfillment reports to the Company as agreed upon
between the parties.
2. DUTIES AND RESPONSIBILITIES OF THE COMPANY
A. Provide Fund fulfillment literature updates to FMFS as necessary.
B. Coordinate with the Advisor/Distributor the filing with the NASD,
SEC and State Regulatory Agencies, as appropriate, all fulfillment
literature that the Company requests FMFS send to prospective
shareholders.
C. Supply FMFS with sufficient inventory of fulfillment materials as
requested from time to time by FMFS.
D. Provide FMFS with any sundry information about the Funds in order
to answer prospect questions.
3. COMPENSATION
The Company, if permissible under any Rule 12b-1 plan in effect from
time to time for the benefit of a Fund and only to the extent
consistent with the terms of such plan, or the Advisor/Distributor
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
Company all records and other information relative to the Company and
prior, present, or potential shareholders of the Company (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 Company which approval shall not be unreasonably
withheld and 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 Company.
5. INDEMNIFICATION
The Company agrees to indemnify FMFS from any liability arising out of
the distribution of fulfillment literature, which has not been approved
by the appropriate Federal and State Regulatory Agencies. FMFS agrees
to indemnify the Company 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.
7. NO AGENCY RELATIONSHIP
Nothing herein contained shall be deemed to authorize or empower FMFS
to act as agent for any other party to this Agreement, or to conduct
business in the name of, or for the account of any other party to this
Agreement.
8. DATA NECESSARY TO PERFORM SERVICES
The Company 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 Company, 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 on one or more counterparts as of
the day and year first written above.
XXXXXX X. XXXXX & CO. INCORPORATED FIRSTAR MUTUAL FUND SERVICES, LLC
By:___________________________ By: _____________________________
Title: __________________________ Title: ___________________________
BAIRD FUNDS, INC.
By: ______________________________
Title: __________________________
