Exhibit (m)(8)
FIRSTAR FUNDS, INC.
SERVICES PLAN
FOR INSTITUTIONAL SERIES SHARES
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This Services Plan (the "Plan") has been adopted by the Board of
Directors of the Firstar Funds, Inc. (the "Company") in connection with the
Institutional Series shares (the "Institutional Shares") in each of the
following investment portfolios of the Company: U.S. Treasury Money Market
Fund, U.S. Government Money Market Fund, Tax-Exempt Money Market Fund and Ohio
Tax-Exempt Money Market Fund.
Section 1. Expenses.
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The Company may incur expenses under the Plan in an amount not to exceed
0.25% annually of the average daily net assets attributable to the outstanding
Institutional Shares of each of the Funds.
Section 2. Payments for Administrative Support Services Covered by
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Plan.
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(a) The Company may pay securities dealers, brokers, financial
institutions or other industry professionals such as investment advisers,
accountants and estate planning firms (each a "Service Organization") for
Administrative Support Services (as hereinafter defined) provided with respect
to its customers' Institutional Shares. Administrative Support Services shall
be provided pursuant to a Servicing Agreement in substantially the form attached
hereto (the "Servicing Agreement").
(b) Fees paid to a Service Organization under subsection (a) above may be
paid at an annual rate of up to 0.25% of the average daily net assets
attributable to the outstanding Institutional Shares of each of the Funds, which
Institutional Shares are owned of record or beneficially by that Service
Organization's customers for whom such Service Organization is the dealer of
record or shareholder of record or with whom it has a servicing relationship.
Such fees shall be calculated and accrued daily, paid monthly and computed in
the manner set forth in the Servicing Agreement.
(c) "Administrative Support Services" include but are not limited to: (i)
processing dividend and distribution payments on behalf of customers; (ii)
arranging for bank wires; (iii) providing subaccounting with respect to Series
Institutional Shares beneficially owned by customers or the information
necessary to the Company for subaccounting; (iv) if required by law, forwarding
shareholder communications from the Company (such as proxies; shareholder
reports; annual and semi-annual financial statements and dividends; and
distribution and tax notices to customers); (v) assisting in processing
purchase, exchange and redemption requests from customers and in placing such
orders with the Company's service contractors; (vi) assisting customers in
changing dividend options, account designations and addresses; (vii) providing
such other similar services as the Company may reasonably request to the extent
the Service Organization is permitted to do so under applicable statutes, rules
and regulations; provided, however, that such term does not include "personal
service and/or the maintenance of shareholder accounts" within the meaning of
the Rules of Fair Practice of the National Association of Securities Dealers,
Inc., such as responding to customers' inquiries and providing information on
their investments ("Shareholder Liaison Services").
Section 3. Expenses Allocated; Compliance.
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Amounts paid by a Fund under the Plan must be for services rendered for or
on behalf of the holders of such Fund's Institutional Shares.
Section 4. Reports to Company.
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Firstar Mutual Fund Services, LLC ("Firstar") shall monitor the arrangement
pertaining to Firstar Funds' agreements with Service Organizations in accordance
with the terms of Firstar's agreement with Firstar Funds. Firstar Funds shall
not be obligated to execute any Agreement with any qualifying Service
Organization. So long as this Plan is in effect, Firstar shall provide the
Company's Board of Directors, and the Directors shall review, at least
quarterly, a written report of the amounts expended pursuant to the Plan and the
purposes for which such expenditures were made.
Section 5. Approval of Plan.
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This Plan will become effective with respect to a particular Fund's
Institutional Shares on the date the public offering of Institutional Shares
commences upon the approval by a majority of the Board of Directors, including a
majority of those Directors who are not "interested persons" (as defined in the
1940 Act) of the Company and who have no direct or indirect financial interest
in the operation of the Plan or in any agreements entered into in connection
with the Plan (the "Disinterested Directors"), pursuant to a vote cast in person
at a meeting called for the purpose of voting on the approval of the Plan.
Section 6. Continuance of Plan.
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Unless sooner terminated in accordance with the terms hereof, this Plan
shall continue until February 29, 2002, and thereafter for so long as its
continuance is specifically approved at least annually by the Company's Board of
Directors in the manner described in Section 5 hereof.
Section 7. Amendments.
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This Plan may be amended at any time by the Board of Directors provided
that any material amendments of the terms of the Plan shall become effective
only upon approval in the manner described in Section 5 hereof.
Section 8. Termination.
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This Plan, as to any Fund, is terminable without penalty at any time by a
vote of a majority of the Disinterested Directors.
Section 9. Miscellaneous.
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The captions in this Agreement are included for convenience of reference
only and in no way define or delimit any of the provisions hereof or otherwise
affect their construction or effect.
IN WITNESS WHEREOF, the Company has adopted this Plan as of
, 2000.
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FIRSTAR FUNDS, INC.
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By: Laura J. Rauman
FIRSTAR FUNDS, INC.
SERVICING AGREEMENT
to
SERVICES PLAN
FOR INSTITUTIONAL SERIES SHARES
Ladies and Gentlemen:
We wish to enter into this Servicing Agreement with you concerning the provision
of administrative support services to your customers who may from time to time
be the record or beneficial owners of Institutional Series Shares (such shares
referred to herein as the "Institutional Shares") of one or more of our
investment portfolios (individually, a "Fund" and collectively, the "Funds"),
which are listed on Appendix A.
The terms and conditions of this Servicing Agreement are as follows:
Section 1. You agree to provide Administrative Support Services to
your customers ("Clients") who may from time to time own of record or
beneficially a Fund's Institutional Shares. "Administrative Support Services"
include but are not limited to: (i) processing dividend and distribution
payments on behalf of Clients; (ii) arranging for bank wires; (iii) providing
subaccounting with respect to Institutional Shares beneficially owned by Clients
or the information necessary to the Company for subaccounting; (iv) if required
by law, forwarding shareholder communications from the Company (such as proxies;
shareholder reports; annual and semi-annual financial statements and dividends;
and distribution and tax notices to customers); (v) assisting in processing
purchase, exchange and redemption requests from Clients and in placing such
orders with the Company's service contractors; (vi) assisting Clients in
changing dividend options, account designations and addresses; (vii) providing
such other similar services as we may reasonably request to the extent the
Service Organization is permitted to do so under applicable statutes, rules and
regulations; provided, however, that such term does not include "personal
service and/or the maintenance of shareholder accounts" within the meaning of
the Rules of Fair Practice of the National Association of Securities Dealers,
Inc., such as responding to Clients' inquiries and providing information on
their investments ("Shareholder Liaison Services").
Section 2. You will provide such office space and equipment,
telephone and personnel (which may be any part of the space, equipment and
facilities currently used in your business, or any personnel employed by you) as
may be reasonably necessary or beneficial in order to provide the aforementioned
services to Clients.
Section 3. Neither you nor any of your officers, employees or
agents is authorized to make any representations concerning us, a Fund, or its
Institutional Shares except those contained in our then current prospectuses for
such Institutional Shares, copies of which will be supplied by us to you, or in
such supplemental literature or advertising as may be authorized by us in
writing.
Section 4. For all purposes of this Agreement you will be deemed to
be an independent contractor, and will have no authority to act as agent for us
in any matter or in any respect. You will not engage in activities pursuant to
this Agreement which constitute acting as a broker or dealer under state law
unless you have obtained the licenses required by law. By your written
acceptance of this Agreement you agree to and do release, indemnify and hold us
harmless from and against any and all direct or indirect liabilities or losses
resulting from requests, directions, actions or inactions of or by you or your
officers, employees or agents regarding your responsibilities hereunder or the
purchase, redemption, transfer or registration of Institutional Shares (or
orders relating to the same) by or on behalf of Clients. You and your employees
will, upon request, be available during normal business hours to consult with us
or our designees concerning the performance of your responsibilities under this
Agreement.
Section 5. In consideration of the services and facilities provided
by you, we will pay to you, and you will accept as full payment therefor, a fee
at the annual rate of ___% of the average daily net asset value of Institutional
Shares of the Funds beneficially owned by your Clients for whom you are the
dealer of record or holder of record or with whom you have a servicing
relationship. Said fee will be computed daily and payable monthly. For
purposes of determining the fees payable under this Section 5, the average daily
net asset value of Clients' Institutional Shares will be computed in the manner
specified in our then current Registration Statement in connection with the
computation of the net asset value of the particular Fund's Institutional Shares
for purposes of purchases and redemptions. The fee rates stated above may be
prospectively increased or decreased by us, in our sole discretion, at any time
upon notice to you. Further, we may, in our discretion and without notice,
suspend or withdraw the sale of Institutional Shares, including the sale of such
Shares to you for the account of any Clients. All fees payable by us under this
Agreement with respect to the Institutional Shares of a particular Fund shall be
borne by, and be payable entirely out of the assets allocable to, said
Institutional Shares; and no other Fund or series of Shares offered by Firstar
Funds shall be responsible for such fees.
Section 6. Any person authorized to direct the disposition of
monies paid or payable by us pursuant to this Agreement will provide to our
Board of Directors, and our Directors will review, at least quarterly, a written
report of the amounts so expended and the purposes for which such expenditures
were made. In addition, you will furnish us or our designees with such
information as we or they may reasonably request (including, without limitation,
periodic certifications confirming the provision to Clients of some or all of
the services described herein), and will otherwise cooperate with us and our
designees (including, without limitation, any auditors designated by us), in
connection with the preparation of reports to our Board of Directors concerning
this Agreement and the monies paid or payable by us pursuant hereto, as well as
any other reports or filings that may be required by law.
Section 7. We may enter into other similar Servicing Agreements
with any other person or persons without your consent.
Section 8. By your written acceptance of this Agreement, you
represent, warrant and agree that: (i) in no event will any of the services
provided by you hereunder be primarily intended to result in the sale of
Institutional Shares; (ii) the compensation payable to you hereunder, together
with any other compensation you receive from Clients in connection with the
investment of their assets in Institutional Shares of the Funds, will be
disclosed to Clients, will be authorized by Clients and will not be excessive or
unreasonable.
Section 9. This Agreement will become effective on the date a fully
executed copy of this Agreement is received by us or our designee. Unless
sooner terminated, this Agreement will continue until February 29, 2001, and
thereafter will continue automatically for successive annual periods provided
such continuance is specifically approved at least annually by us in the manner
described in Section 12 hereof. This Agreement is terminable with respect to
any Fund, without penalty, at any time by us (which termination may be by vote
of a majority of our Disinterested Directors as defined in Section 12 hereof or
by vote of the holders of a majority of the outstanding Institutional Shares of
such Fund) or by you upon notice to us. This Agreement will also terminate
automatically in the event of its assignment, as defined in the Investment
Company Act of 1940, as amended (the "1940 Act").
Section 10. All notices and other communications to either you or us
will be duly given if mailed, telegraphed, telexed or transmitted by similar
telecommunications device to the appropriate address shown herein.
Section 11. This Agreement will be construed in accordance with the
laws of the State of Wisconsin.
Section 12. This Agreement has been approved by vote of a majority
of (i) our Board of Directors and (ii) those Directors who are not "interested
persons" as defined in the 1940 Act and have no direct or indirect financial
interest in the operation of the Services Plan adopted by us in any agreements
related thereto ("Disinterested Directors"), cast in person at a meeting called
for the purpose of voting on such approval.
If you agree to be legally bound by the provisions of this Agreement,
please sign a copy of this letter where indicated below and promptly return it
to us.
Very truly yours,
FIRSTAR FUNDS, INC.
By:
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Authorized Officer
Address:
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Accepted and Agreed to:
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Name of Organization
By:
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Authorized Officer
Address:
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Date:
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Taxpayer Identification Number
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Account Number
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Dealer Code
APPENDIX A
Please check the appropriate boxes to indicate the Funds for which you wish
to act as a Service Organization with respect to Institutional Shares:
ADMINISTRATIVE SUPPORT SERVICES
[ ] U.S. Treasury Money Market Fund
[ ] Tax-Exempt Money Market Fund
[ ] U.S. Government Money Market Fund
[ ] Ohio Tax-Exempt Money Market Fund
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Service Organization Name
By:
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Authorized Officer
Dated:
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