Exhibit (n)(4)
FIRSTAR FUNDS, INC.
(THE "COMPANY")
AMENDED AND RESTATED
PLAN PURSUANT TO RULE 18F-3 FOR OPERATION OF
A MULTI-SERIES SYSTEM
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I. INTRODUCTION
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On February 23, 1995, the Securities and Exchange Commission (the
"Commission") promulgated Rule 18f-3 under the Investment Company Act of 1940,
as amended (the "1940 Act"), which permits the creation and operation of a
multi-class distribution structure (or in the case of the Company, a multi-
series distribution structure) without the need to obtain an exemptive order
under Section 18 of the 1940 Act. Rule 18f-3, which became effective on April
3, 1995, requires an investment company to file with the Commission a written
plan specifying all of the differences among the classes, including the various
services offered to shareholders, the different distribution arrangements for
each class, the methods for allocating expenses relating to those differences,
and any conversion features or exchange privileges. Initially, the Company
operated a multi-series distribution structure pursuant to an exemptive order
granted by the Commission on December 6, 1994. On March 17, 1995, however, the
Board of Directors authorized the Company to operate its multi-series
distribution structure in compliance with Rule 18f-3. The Company's Board
approved and the Company filed with the Commission a Plan pursuant to Rule 18f-3
for operation of a multi-series system. The Plan became effective on April 3,
1995. The Board of Directors of the Company approved the extension of the Plan
to certain new portfolios on June 16, 1995 and September 15, 1995, and the
adoption of an Amended and Restated Plan pursuant to Rule 18f-3 for operation of
a multi-series system on June 13, 1997. The Board of Directors of the Company
approved an amendment and restatement of the Plan on December 18, 1998, to
reflect the creation of the Series B shares, which became effective on March 1,
1999. An Amended and Restated Plan pursuant to Rule 18f-3 for operation of a
multi-series system, reflecting a revision to provisions reciting those eligible
to purchase Series A or Institutional shares, was approved by the Board of
Directors of the Company on December 18, 1998, and became effective on June 18,
1999. The Plan was further amended and restated on September 23, 1999 to
reflect the extension of the Series A Non-12b-1 Plan to the Institutional Money
Market Fund. The Board of Directors of the Company approved an amendment and
restatement of the Plan on _______, 2000, to reflect the creation of Series Y
Shares, which became effective on _______, 2000, and supersedes these prior
plans.
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II. ATTRIBUTES OF SERIES
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A. Generally
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The Company shall offer four series of shares: Institutional, Series Y,
Series A, and Series B. In general, shares of each series shall be identical
except for different expense variables (which will result in different returns
for each series), certain related rights and certain shareholder services. More
particularly, the four series of shares of an investment portfolio (a "Fund") of
the Company shall represent interests in the same portfolio of investments of
the particular Fund, and shall be identical in all respects, except for: (a) the
impact of (i) expenses assessed to a series pursuant to a Services Plan
applicable to the Institutional shares of the U.S. Treasury Money Market Fund,
U.S. Government Money Market Fund, Tax-Exempt Money Market Fund and Ohio Tax-
Free Money Market Fund (the "Money Market Funds") (the "Institutional Plan"),
pursuant to a Services Plan applicable to the Series A shares of the Conning
Money Market Fund (the "Conning Fund"), pursuant to a Services Plan applicable
to the Y shares (the "Y Plan"), pursuant to a Distribution and Services Plan and
a Services Plan applicable to the Series A shares of the Short-Term Bond Market
Fund, Intermediate Bond Market Fund, Bond IMMDEX/TM Fund, Aggregate Bond Fund,
National Municipal Bond Fund, Tax-Exempt Intermediate Bond Fund, Missouri Tax-
Exempt Bond Fund, U.S. Government Income Fund, Balanced Income Fund, Balanced
Growth Fund, Growth and Income Fund, Equity Income Fund, Relative Value Fund,
Equity Index Fund, Mid-Cap Core Equity Fund, Large-Cap Core Equity Fund, Large-
Cap Growth Fund, Mid-Cap Index Fund, Science & Technology Fund, REIT-Plus Fund,
Micro-Cap Fund, Small-Cap Aggressive Growth Fund, Small-Cap Core Equity Fund,
Small-Cap Equity Index Fund, International Growth Fund, International Equity
Fund and International Equity Fund of Funds (the "Non-Money Market Funds") (the
"Series A Plans"), and pursuant to a Distribution and Services Plan and a
Services Plan applicable to the Series B shares of the Non-Money Market Funds
(the "Series B Plan"), the Institutional Plan, the Conning Plan, the Y Plan, the
Series A Plans and the Series B Plans being referred to herein collectively, as
the "Plans"), and (ii) any other incremental expenses subsequently identified
that should be properly allocated to one series so long as any subsequent
changes in expense allocations are reviewed and approved by a vote of the Board
of Directors, including a majority of the independent directors; (b) the fact
that the series shall vote separately with respect to a Fund's Plans and any
matter submitted to shareholders relating to series expenses; (c) the different
exchange privileges of the series of shares; (d) the designation of each series
of shares of a Fund; (e) the front-end sales load applicable to the Series A
shares and the contingent deferred sales load applicable to the Series B shares;
(f) the conversion feature of the Series B shares and (g) the different
shareholder services relating to a series of shares.
B. Distribution Arrangements, Expenses and Sales Charges
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1. NON-MONEY MARKET FUNDS
a. Series A Shares
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Series A shares of the Non-Money Market Funds shall be offered to the
general public and shall be subject to a shareholder servicing and/or
distribution fee payable pursuant to the Series A Plans which shall not
initially exceed 0.25% (on an annual basis) of the average daily net assets
attributable to the outstanding Series A shares of the Non-Money Market Funds.
Series A shares of the Balanced Income Fund, Balanced Growth Fund, Growth and
Income Fund, Equity Income Fund, Relative Value Fund, Equity Index Fund, Mid-Cap
Core Equity Fund, Large-Cap Core Equity Fund, Large-Cap Growth Fund, Mid-Cap
Index Fund, Science & Technology Fund, REIT-Plus Fund, Micro-Cap Fund, Small-Cap
Aggressive Growth Fund, Small-Cap Equity Index Fund, Small-Cap Core Equity Fund,
International Growth Fund, International Equity Fund and International Equity
Fund of Funds shall be further subject to a sales charge which shall not
initially exceed 4.5% of the offering price of the Series A shares of those
Funds (subject to the reductions and exemptions described in the prospectus for
such shares, as amended and supplemented from time to time). Series A shares of
the Short-Term Bond Market Fund, Intermediate Bond Market Fund, Bond IMMDEX/TM
Fund, Aggregate Bond Fund, National Municipal Bond Fund, Tax-Exempt Intermediate
Bond Fund, Missouri Tax-Exempt Bond Fund and U.S. Government Income Fund shall
be further subject to a sales charge which shall not initially exceed 3.75% of
the offering price of the Series A shares of those Funds (subject to the
reductions and exemptions described in the prospectus for such shares, as
amended or supplemented from time to time).
Shareholder services under the Service Plan for Series A shares may
include: (i) processing dividend and distribution payments; (ii) providing
information periodically to customers showing their positions in Series A
shares; (iii) arranging for bank wires; (iv) responding to customer inquiries
relating to the services performed by shareholder service organizations; (v)
providing subaccounting with respect to Series A shares beneficially owned by
customers or the information necessary for subaccounting; (vi) forwarding
shareholder communications (such as proxies, shareholder reports, annual and
semi-annual financial statements and dividend, distribution and tax notices) to
customers; (vii) processing exchange and redemption requests from customers and
placing net exchange and redemption orders with the Company's service
contractors; and (viii) assisting customers in changing dividend options,
account designations and addresses. Distribution services under the
Distribution and Services Plan for Series A shares may include assistance by
broker/dealers in forwarding sales literature and advertising to customers.
b. Series B Shares
Series B shares of the Non-Money Market Funds shall be offered to the
general public and shall be subject to a shareholder servicing and/or
distribution fee payable under the Distribution and Services Plan and/or the
Services Plan adopted with respect to the Series B shares, each on the terms set
forth in the applicable Fund's prospectus, as amended or supplemented from time
to time.
If a shareholder redeems Series B shares which have been held for less than
the time period specified in the applicable prospectus following the time of
purchase, a deferred sales charge, on the terms set forth in the applicable
prospectus, as amended or supplemented from
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time to time, shall be imposed at the time of redemption of such Series B
shares. The deferred sales charge may be waived in the circumstances set forth
in the applicable prospectus.
Shareholder services under the Series B Plans may include: (i)
processing dividend and distribution payments; (ii) providing information
periodically to customers showing their positions in Series B shares; (iii)
arranging for bank wires; (iv) responding to customer inquiries relating to the
services performed by shareholder service organizations; (v) providing
subaccounting with respect to Series B shares beneficially owned by customers or
the information necessary for subaccounting; (vi) forwarding shareholder
communications (such as proxies, shareholder reports, annual and semi-annual
financial statements and dividend or distribution and tax notices) to customers;
(vii) processing exchange and redemption requests from customers and placing net
exchange and redemption orders with the Company's service contractors; and
(viii) assisting customers in changing dividend options, account designations
and addresses. In addition, distribution services may be provided under the
Distribution and Services Plan for the Series B shares, as described in the
applicable prospectus, as amended or supplemented from time to time.
c. Institutional Shares
Institutional shares of the Non-Money Market Funds initially shall be
offered to (i) all trust, agency or custodial accounts opened through Firstar
Bank, Milwaukee, N.A., (ii) all employer-sponsored qualified retirement plans
other than those serviced by certain external organizations who have service
agreements with Firstar Mutual Fund Services, LLC ("Firstar") or its affiliates,
and other than plans administered by Firstar with assets less than $1 million at
the time Firstar begins plan administration (but including plans administered by
Firstar which owned Institutional shares prior to June 18, 1999) (plans
administered by Firstar with assets less than $1 million at the time Firstar
begins plan administration will become eligible for Institutional shares as
described in the Statement of Additional Information from time to time); (iii)
all clients of Firstar Investment Research & Management Company and (iv) those
purchasing through certain broker-dealers who have agreed to provide certain
services with respect to shares of the Non-Money Market Funds, including
Waterhouse Securities, Inc. and Jack White & Co., a division of Waterhouse
Securities, Inc. Institutional shares shall be offered without a sales charge
and shall not be subject to a shareholder servicing and/or distribution fee
payable pursuant to the Plans.
d. Y Shares
Y shares of the Non-Money Market Funds initially shall be offered to
financial institutions acting on behalf of discretionary and non-discretionary
accounts for which they do not receive account-level asset-based management
fees. Y shares shall be subject to a shareholder servicing fee payable under
the Services Plan adopted with respect to the Y shares on the terms set forth in
the applicable Fund's prospectus, as amended or supplemented from time to time.
Y shares are not subject to a sales charge.
Shareholder services under the Y Plan may include: (i) processing
dividend and distribution payments from a Fund on behalf of customers; (ii)
providing information
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periodically to customers showing their positions in Y shares; (iii) arranging
for bank wires; (iv) responding to routine customer inquiries relating to
services performed; (v) providing sub-accounting with respect to the Y shares
beneficially owned by customers or the information necessary for sub-accounting;
(vi) if required by law, forwarding shareholder communications from a Portfolio
(such as proxies, shareholder reports, annual and semi-annual financial
statements and dividend, distribution and tax notices) to customers; (vii)
forwarding to customers proxy statements and proxies containing any proposals
regarding the Y Plan; (viii) aggregating and processing purchase, exchange, and
redemption requests from customers and placing net purchase, exchange, and
redemption orders for customers; (ix) providing customers with a service that
invests the assets of their accounts in the shares pursuant to specific or pre-
authorized instructions; (x) establishing and maintaining accounts and records
relating to transactions in the shares; and (xi) assisting customers in changing
dividend or distribution options, account designations and addresses.
2. MONEY MARKET FUNDS
a. Series A Shares
Series A shares of the Money Market Fund, U.S. Treasury Money Market
Fund, U.S. Government Money Market Fund, Tax-Exempt Money Market Fund, Select
Institutional Money Market Fund, Ohio Tax-Free Money Market Fund (the "Money
Market Funds") shall be offered to institutional investors and the general
public and shall be subject to a shareholder servicing and/or distribution fee
payable pursuant to the Series A Plans which shall not initially exceed 0.25%
(on an annual basis) of the average daily net assets attributable to Series A
shares of the Money Market Funds. The Conning Money Market Fund shall be
offered to institutional investors and the general public and shall be subject
to a shareholder servicing fee which shall not exceed 0.50% and a shareholder
liaison fee which shall not exceed 0.25% (on an annual basis) of the average
daily net assets attributable to Series A shares of the Conning Money Market
Fund. The Institutional Money Market Fund shall be subject to a shareholder
servicing fee payable pursuant to the Series A Plans which shall not exceed
0.25% (on an annual basis) of the average daily net assets attributable to
Series A shares of the Institutional Money Market Fund. Series A shares of the
Money Market Funds and of the Institutional Money Market Fund shall not be
subject to a sales charge.
b. Series B Shares
The Company shall not initially offer Series B shares for the Money
Market Funds.
c. Institutional Shares
Institutional shares of the U.S. Treasury Money Market Fund, U.S.
Government Money Market Fund, Tax-Exempt Money Market Fund and Ohio Tax-Free
Money Market Fund initially shall be offered to financial institutions acting on
behalf of discretionary and non-discretionary accounts for which they do not
receive account-level asset-based management fees. Institutional shares shall
be subject to a shareholder servicing fee payable pursuant to the
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Services Plan which shall not initially exceed 0.25% (on an annual basis) of the
average daily net assets attributable to Institutional shares of the U.S.
Treasury Money Market Fund, U.S. Government Money Market Fund, Tax-Exempt Money
Market Fund and Ohio Tax-Free Money Market Fund. Institutional shares of the
U.S. Treasury Money Market Fund, U.S. Government Money Market Fund, Tax-Exempt
Money Market Fund and Ohio Tax-Free Money Market Fund shall not be subject to a
sales charge.
d. Y Shares
The Company shall not initially offer Y shares for the Money Market
Funds.
C. Exchange Privileges
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1. SERIES A SHARES
Series A shareholders initially shall be generally permitted to exchange
their shares in a Fund for Series A shares of other Funds of the Company without
charge or commission by the Fund (except a wire redemption fee which may be
waived). A sales charge shall be imposed on the exchange, in accordance with
the regulations of the Commission, if the shares of the Fund being acquired have
a sales charge and the shares being redeemed were purchased without a sales
charge. The exchange privilege does not initially apply to shares of the
Institutional Money Market Fund.
2. SERIES B SHARES
Series B shareholders initially shall be generally permitted to exchange
their shares for Series B shares of another Fund offered by the Company without
paying any exchange fee or contingent deferred sales charge at the time the
exchange is made, but a deferred sales charge may be payable upon subsequent
redemption of the Series B shares acquired on exchange as provided in the Funds'
prospectuses from time to time.
3. INSTITUTIONAL SHARES
Institutional shareholders initially shall be generally permitted to
exchange their shares for Institutional shares of another Fund offered by the
Company without paying any exchange fee or contingent deferred sales charge at
the time the exchange is made.
4. Y SHARES
Y shareholders initially shall be generally permitted to exchange their
shares for Y shares of another Fund offered by the Company without paying any
exchange fee or contingent deferred sales charge at the time the exchange is
made.
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D. Shareholder Services
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1. PERIODIC INVESTMENT PLAN
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a. Series A and B Shares
Series A and B shares of the Funds shall initially offer a periodic
investment plan whereby a shareholder may automatically make purchases of shares
of a Fund on a regular, periodic basis.
b. Institutional Shares
The Company shall not initially offer Institutional shares a periodic
investment plan.
c. Y Shares
The Company shall not initially offer Y shares a periodic investment
plan.
2. CONVERTIFUND/TM TRANSACTIONS
a. Series A Shares
Series A shall initially permit shareholders to effect ConvertifundO
transactions whereby a Series A shareholder may invest proceeds, including
dividend distributions, capital gain distributions and systematic withdrawals,
from one account to another account of the Series A shares of the Company.
Convertifund/TM transactions may be used to invest funds from a regular account
to another regular account, from a qualified plan to another qualified plan
account or from a qualified plan account to a regular account.
b. Series B Shares
Series B shares shall initially permit shareholders to effect
ConvertifundO transactions whereby a Series B shareholder may invest proceeds,
including dividend distributions, capital gain distributions and systematic
withdrawals, from one account to another account of the Series B shares of the
Company. Convertifund/TM transactions may be used to invest funds from a
regular account to another regular account, from a qualified plan to another
qualified plan account or from a qualified plan account to a regular account.
c. Institutional Shares
The Company shall not initially offer Institutional shares the
ConvertifundO transaction service.
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d. Y Shares
The Company shall not initially offer Y shares the Convertifund/TM
transaction service.
3. SYSTEMATIC WITHDRAWAL PLAN
a. Series A and B Shares
Series A and B shares shall initially offer a systematic withdrawal
plan which allows a shareholder to designate a fixed sum to be distributed to
the shareholder or as otherwise directed at regular intervals.
b. Institutional Shares
The Company shall not initially offer Institutional shares a
systematic withdrawal plan.
c. Y Shares
The Company shall not initially offer Y shares a systematic withdrawal
plan.
E. Conversion Features
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1. SERIES A SHARES
The Company shall not initially offer a conversion feature to holders of
Series A shares.
2. SERIES B SHARES
Series B shares, including Series B shares issued upon exchange of or
reinvestment of distributions from such Series B shares, shall automatically
convert to Series A shares of the same Fund such period after purchase as shall
be specified in the applicable prospectus, as amended or supplemented from time
to time.
3. INSTITUTIONAL SHARES
The Company will not initially offer a conversion feature to holders of
Institutional shares.
4. Y SHARES
The Company will not initially offer a conversion feature to holders of Y
shares.
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F. Methodology for Allocating Expenses Among Series
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In allocating expenses, a determination shall be made as to which expenses
are series level and which expenses are Fund level. Expenses that are treated
as series level expenses under this Plan will be borne by a Fund's respective
series. Fund level expenses will be allocated daily to the respective shares
classes in accordance with Rule 18f-3(c) as now or hereafter in effect, subject
to the oversight of the Board of Directors.
Revised: , 2000
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