<PAGE> 1
AMENDED AND RESTATED INVESTMENT ADVISORY
AND MANAGEMENT AGREEMENT
THIS AMENDED AND RESTATED INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
is made as of this 4th day of September, 1992, between FIRST FUNDS, formerly
known as THE MASTERS GROUP OF MUTUAL FUNDS, a business trust organized under the
laws of the Commonwealth of Massachusetts (the "Trust"), on behalf of its U.S.
Treasury Money Market Portfolio (the "Portfolio") and FIRST TENNESSEE BANK
NATIONAL ASSOCIATION, a national banking association doing business as Garland
Capital Management (the "Investment Adviser").
WHEREAS, the Trust has been organized to operate as an investment
company registered under the Investment Company Act of 1940 (the "1940 Act")
with multiple series of shares (hereinafter referred to as Portfolios) having
one or more classes providing varying preferences, limitations and relative
rights, and to invest and reinvest the assets of the Portfolio in securities
pursuant to investment objectives and policies for the Portfolio;
WHEREAS, the Portfolio desires to avail itself of the services,
information, advice, assistance and facilities of an investment adviser and to
have an investment adviser provide or perform for it various investment
advisory, statistical, research, portfolio investment adviser selection and
other services as set forth more fully herein;
NOW, THEREFORE, Trust, on behalf of the Portfolio, and Investment
Adviser agree as follows:
1. Employment of the Investment Adviser. The Trust hereby employs the
Investment Adviser to provide investment advice and to manage the investment and
reinvestment of the Portfolio's assets in the manner set forth in Section 2A of
this Agreement, subject to the direction of the Trustees, for the period, in the
manner, and on the terms hereinafter set forth. The Investment Adviser hereby
accepts such employment and agrees during such period to render the services and
to assume the obligations herein set forth. The Investment Adviser shall for all
purposes herein be deemed to be an independent contractor and shall, except as
expressly provided or authorized (whether herein or otherwise), have no
authority to act for or represent the Trust in any way or otherwise be deemed an
agent of the Trust.
2. Obligation of and Services to be Provided by the Investment Adviser.
The Investment Adviser undertakes to provide the services hereinafter set forth
and to assume the following obligations:
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A. Investment Advisory Services.
(a) The Investment Adviser shall have overall
responsibility for the day-to-day management and
investment of the Portfolio's assets and securities
portfolio subject to and in accordance with the
investment objectives and policies of the Portfolio,
and any directions which the Trustees and officers of
the Trust may issue to the Investment Adviser from
time to time, and shall perform the following
services: (i) provide or cause to be provided
investment research and credit analysis concerning
the Portfolio's investments, (ii) conduct or cause to
be conducted a continual program of investment of the
Portfolio's assets, (iii) place or cause to be placed
orders for all purchases and sales of the investments
made for the Portfolio, and (iv) maintain or cause to
be maintained the books and records required in
connection with its duties hereunder.
(b) The Investment Adviser shall advise the Trustees of
the Trust regarding overall investment programs and
strategies for the Portfolio, revision of such
programs as necessary, and shall monitor and report
periodically to the Trustees concerning the
implementation of such programs and strategies.
(c) The Investment Adviser, with the prior approval of
the Trustees (and the shareholders to the extent
required by applicable law) as to particular
appointments, shall be permitted to (i) engage one or
more persons or companies ("Sub-Advisers"), which may
have full investment discretion to make all
determinations with respect to the investment and
reinvestment of all or any portion of the Portfolio's
assets and the purchase and sale of all or any
portion of the Portfolio securities, subject to the
terms and conditions of this Agreement and the
written agreement with any Sub-Adviser; and (ii) take
such steps as may be necessary to implement such
appointment.
(d) The Investment Adviser shall be solely responsible
for paying the fees and expenses of any Sub-Adviser
for its services to the Investment Adviser and the
Portfolio. Except for instructions or advice given to
the Sub-Adviser by the Investment Adviser, the
Investment Adviser shall not be responsible or liable
for the investment merits of any decision by the
Sub-Adviser to purchase, hold or sell a security for
the Portfolio.
(e) In the event one or more Sub-Advisers is appointed
pursuant to subparagraph (c) hereof, the Investment
Adviser shall (i) monitor and evaluate the investment
performance of each Sub-Adviser employed by the
Investment Adviser for the Portfolio; (ii) allocate
the portion of the Portfolio's assets to be managed
by each Sub-Adviser; (iii) recommend changes in or
additional Sub-Advisers when appropriate; and (iv)
compensate each Sub-Adviser.
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(f) The Investment Adviser shall render such reports to
the Trustees, at regular meetings thereof, as the
Trustees may reasonably request regarding, among
other things, the investment performance of the
Portfolio, including, if any Sub-Adviser has been
appointed, the investment performance of each
Sub-Adviser.
(g) The Investment Adviser will monitor and coordinate,
to the extent necessary, the activities of the
custodian, transfer agent, distributor, administrator
and pricing agent insofar as their respective
activities relate to the duties and obligations of
the Investment Adviser hereunder.
B. Provision of Information Necessary for Preparation of
Securities Registration Statements, Amendments and Other
Materials.
The Investment Adviser will make available and provide such
financial, accounting and statistical information related to
its duties and responsibilities hereunder as required by the
Trustees and necessary for the preparation of registration
statements, reports and other documents required by federal
and state securities laws and such other information as the
Trustees may reasonably request for use by the Trust and its
distributor for the underwriting and distribution of the
Portfolio's shares.
C. Other Obligations and Services.
The Investment Adviser agrees to make available its officers
and employees to the Trustees and officers of the Trust for
consultation and discussions regarding the investment advisory
activities of the Portfolio.
3. Covenants by Investment Adviser. The Investment Adviser agrees with
respect to the services provided to the Portfolio that it:
(a) will conform with all applicable rules and
regulations of the Securities and Exchange Commission
("SEC") and will in addition conduct its activities
under this Agreement in accordance with applicable
regulations of the Office of the Comptroller of the
Currency pertaining to the investment advisory
activities of national banks which are applicable to
the Investment Adviser;
(b) will not make loans to any person for the purpose of
purchasing or carrying Portfolio shares, or make
loans to the Trust;
(c) will not purchase shares of the Portfolio for its own
investment account;
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(d) will maintain all books and records with respect to
the securities transactions of the Portfolio and
furnish the Trustees such periodic and special
reports as the Trustees may request with respect to
the Portfolio;
(e) will treat confidentially and as proprietary
information of the Trust all records and other
information relative to the Trust and the Portfolio
and prior, present or potential shareholders (other
than any information which Investment Adviser may
have obtained about shareholders from other business
relationships with such shareholders), and will not
use such records and information for any purpose
other than performance of its responsibilities and
duties hereunder (except after prior notification to
and approval in writing by the Trust, which approval
shall not be unreasonably withheld and may not be
withheld and will be deemed granted where the
Investment Adviser may be exposed to civil or
criminal contempt proceedings for failure to comply,
when requested to divulge such information by duly
constituted authorities, when so requested by the
Trust or when otherwise required or permitted by
law); and
(f) will immediately notify the Trust of the occurrence
of any event which would disqualify Investment
Adviser or any Sub-Adviser from serving as investment
adviser of an investment company.
4. Transaction Procedures. All investment transactions on behalf of the
Portfolio will be consummated by payment to or delivery by the custodian for the
Portfolio duly appointed by the Trustees of the Trust (the "Custodian"), or such
approved depositories or agents duly appointed by the Trustees and as may be
designated by the Custodian in writing, as custodian for the Portfolio, of all
cash and/or securities due to or from the Portfolio, and neither Investment
Adviser nor any Sub-Adviser shall have possession or custody thereof or any
responsibility or liability with respect thereto. The Investment Adviser or any
Sub-Adviser effecting transactions on behalf of the Portfolio shall advise the
Custodian of all investment orders for the Portfolio placed by it with brokers,
dealers, banks and other parties ("Brokers"). The Trustees shall issue, or cause
to be issued, to the Custodian such instructions as may be appropriate in
connection with the settlement of any transaction initiated by the Investment
Adviser or any Sub-Adviser. The Portfolio shall be responsible for all custodial
arrangements and the payment of all custodial charges and fees, and, upon the
giving of proper instructions to the Custodian, Investment Adviser shall have no
responsibility or liability with respect to custodian arrangements or the acts,
omissions or other conduct of the Custodian, except that it shall be the
responsibility of the Investment Adviser or any Sub-Adviser to take appropriate
action if the Custodian fails properly to confirm execution of the instructions
to the Investment Adviser or any Sub-Adviser in a written form duly agreed upon
by the Custodian and the Investment Adviser or any Sub-Adviser.
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5. Execution and Allocation of Portfolio Brokerage. The Investment
Adviser shall place, or shall cause each Sub-Adviser to place, subject to the
limitations contained in this paragraph 5, on behalf of the Portfolio, orders
for the execution of the Portfolio's securities transactions. Neither the
Investment Adviser nor any Sub-Adviser is authorized by the Trust to take any
action, including the purchase or sale of securities for the account of the
Portfolio, (a) in contravention of (i) any investment restrictions set forth in
the 1940 Act and the rules thereunder; (ii) specific instructions adopted by the
Trustees and communicated to the Investment Adviser; (iii) the investment
objectives, policies and restrictions of the Portfolio as set forth in the
Trust's current registration statement, as amended from time to time; or (iv)
instructions from the Trustees to the Investment Adviser or from the Investment
Adviser to any Sub-Adviser, or (b) which would have the effect of causing the
Trust to fail to qualify or to cease to qualify as a regulated investment
company under the Internal Revenue Code of 1986, as amended, or any succeeding
statute.
The Investment Adviser or, if any Sub-Adviser shall be appointed, then
the Sub-Adviser, may place orders pursuant to its investment determinations for
the Portfolio either directly with the issuer or with any Brokers. In placing
orders with any Broker, the Investment Adviser or any Sub-Adviser will consider
the experience and skill of a Broker's securities traders as well as the
Broker's financial responsibility and administrative efficiency. The Investment
Adviser or any Sub-Adviser will attempt to obtain the best price and the most
favorable execution of its orders with any Brokers; however, in so doing, the
Investment Adviser or any Sub-Adviser may consider, subject to the approval of
the Trustees, the research, statistical, and related brokerage services provided
or to be provided by such Broker to the Portfolio. A commission paid to such
Brokers may be higher than that which another Broker would have charged for
effecting the same transaction, provided that the Investment Adviser or any
Sub-Adviser determines in good faith that such commission is reasonable in
relation to the value of the brokerage and research services provided by such
Broker when viewed in terms of either the particular transaction or the overall
responsibilities of the Investment Adviser or any Sub-Adviser with respect to
the accounts as to which it exercises investment discretion. It is understood
that neither the Investment Adviser nor any Sub-Adviser has adopted a formula
for selection of Brokers for the execution of the Portfolio's investment
transactions.
On occasions when either the Investment Adviser or any Sub-Adviser
deems the purchase or sale of a security to be in the best interest of the
Portfolio as well as other clients, the Investment Adviser or Sub-Adviser, to
the extent permitted by applicable laws and regulations, may, but shall be under
no obligation to, aggregate the securities to be sold or purchased in order to
obtain the most favorable price or lower brokerage commissions and efficient
execution. In such event, allocation of the securities so purchased or sold, as
well as expenses incurred in the transaction, will be made by the Investment
Adviser or Sub-Advisor in the manner it considers to be the most equitable and
consistent with its fiduciary obligations to the Portfolio and to such other
clients.
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The Investment Adviser will not, and will cause each Sub-Adviser not
to, execute any Portfolio transactions for the account of the Portfolio with a
Broker which is an "affiliated person" (as defined in the 1940 Act) of the
Trust, the Trust's distributor, the Investment Adviser or any Sub-Adviser
without the prior written approval of the Trustees. The Trust agrees to provide
the Investment Adviser, and the Investment Adviser agrees to furnish to each
Sub-Adviser, a list of brokers and dealers which are "affiliated persons" of the
Trust. The Investment Adviser likewise agrees to furnish, and to cause each
Sub-Adviser to furnish, to the Trust, with respect to such Sub-Adviser, a list
of Brokers which are "affiliated persons" of the Investment Adviser and each
Sub-Adviser. In no instance will Portfolio securities be purchased from or sold
to the Trust's principal distributor, Investment Adviser, any Sub-Adviser or any
affiliate thereof, except to the extent permitted by an exemption order issued
by the SEC or by applicable law.
The Investment Adviser shall render regular reports to the Trustees of
the total brokerage business placed by it and any Sub-Adviser(s) and the manner
in which the allocation of such brokerage has been accomplished.
6. Expenses of the Portfolio. The Portfolio or Trust will pay, or will
enter into arrangements that require third parties to pay, all expenses other
than those expressly assumed by the Investment Adviser herein, which expenses
payable by the Portfolio or Trust shall include:
(a) Expenses of all audits by independent public
accountants;
(b) Expenses of transfer agent, registrar, dividend
disbursing agent and shareholder recordkeeping
services;
(c) Expenses of custodial services including
recordkeeping services provided by the custodian;
(d) Expenses of obtaining quotations for calculating the
value of the Portfolio's net assets;
(e) Salaries and other compensation of any of its
executive officers or employees, if any, who are not
officers, directors, stockholders or employees of the
Investment Adviser, the Administrator or the
Distributor;
(f) Taxes levied against the Portfolio;
(g) Brokerage fees and commissions in connection with the
purchase and sale of portfolio securities for the
Portfolio;
(h) Costs, including the interest expense, of borrowing
money;
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<PAGE> 7
(i) Costs and/or fees incident to Trustees and
shareholder meetings of the Trust and the Portfolio,
the preparation and mailings of prospectuses and
reports of the Portfolio to its existing
shareholders, the filing of reports with regulatory
bodies, the maintenance of the Portfolio's legal
existence, and the registration of shares with
federal and state securities authorities;
(j) Legal fees, including the legal fees related to the
registration and continued qualification of the
Portfolio's shares for sale;
(k) Costs of printing any share certificates representing
shares of the Portfolio;
(l) Fees and expenses of Trustees who are not affiliated
persons, as defined in the 1940 Act, of the
Investment Adviser, any Sub-Adviser, the Distributor
or any of their affiliates; and
(m) Its pro rata portion of the fidelity bond required by
Section 17(g) of the 1940 Act, or of other insurance
premiums.
7. Activities and Affiliates of the Investment Adviser. The Trustees
acknowledge that Investment Adviser or any Sub-Adviser, or one or more of its
affiliates, may have investment responsibilities or render investment advice to
or perform other investment advisory services for other individuals or entities
and that Investment Adviser or any Sub-Adviser, its affiliates or any of its or
their directors, officers, agents or employees may buy, sell or trade in any
securities for its or their respective accounts (such individuals, entities and
accounts hereinafter referred to as Affiliated Accounts). Subject to the
provisions of paragraph 2 hereof, the Trustees agree that Investment Adviser or
its affiliates and any Sub-Adviser(s) or its affiliates, may give advice or
exercise investment responsibility and take such other action with respect to
other Affiliated Accounts which may differ from the advice given or the timing
or nature of action taken with respect to the Portfolio, provided that
Investment Adviser or Sub-Adviser acts in good faith, and provided further, that
it is Investment Adviser's and Sub-Adviser's policy to allocate within its
reasonable discretion, investment opportunities to the Portfolio over a period
of time on a fair and equitable basis relative to the Affiliated Accounts,
taking into account the investment objectives and policies of the Portfolio and
any specific investment restrictions applicable thereto. The Trust acknowledges
that one or more of the Affiliated Accounts may at any time hold, acquire,
increase, decrease, dispose of or otherwise deal with positions in investments
in which the Portfolio may have an interest from time to time, whether in
transactions which involve the Portfolio or otherwise. Neither the Investment
Adviser nor any Sub-Adviser shall have any obligation to acquire for the
Portfolio a position in any investment which any Affiliated Account may acquire,
and the Portfolio shall have no first refusal, co-investment or other rights in
respect of any investment, either for the Portfolio or otherwise.
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8. Compensation of the Investment Adviser. For all services provided to
the Portfolio pursuant to this Agreement, the Trust shall pay the Investment
Adviser, and the Investment Adviser agrees to accept as full compensation
therefor, an investment advisory fee, payable as soon as practicable after the
last day of each month, calculated using a Blended Annual Rate as hereinafter
defined. The monthly investment advisory fee to be paid by the Trust to the
Investment Adviser shall be determined as of the close of business on the last
business day of each month by multiplying one-twelfth of the Blended Annual
Rate, calculated monthly as of such day, by the Average Portfolio Net Assets
(hereinafter defined), also calculated monthly as of such day.
For purposes of this paragraph 8, the "Average Portfolio Net Assets"
shall be calculated monthly as of the last business day of each month and shall
mean the sum of the net assets of the Portfolio calculated each business day
during the month divided by the number of business days in the month (such net
assets to be determined as of the close of business each business day and
computed in the manner set forth in the Declaration of Trust of the Trust). The
"Blended Annual Rate" shall mean the rate determined by dividing the Aggregate
Annualized Trust Fee (hereinafter defined) by the Average Trust Net Assets
(hereinafter defined). "Average Trust Net Assets" shall mean the sum of the
Average Portfolio Net Assets for each portfolio of the Trust which is a money
market fund operated in compliance with Rule 2a-7 of the 1940 Act and managed by
the Investment Adviser pursuant to a written agreement with the Trust.
"Aggregate Annualized Trust Fee" shall be determined solely for the
purpose of determining the Blended Annual Rate and shall be the sum of the
Annualized Trust Fees determined in accordance with the following schedule:
<TABLE>
<CAPTION>
Average Trust Net Assets x Annual Rate
------------------------ -----------
<S> <C> <C>
Up to $1 Billion x .25 percent
$1 Billion and over x .22 percent
</TABLE>
The Investment Adviser agrees that its compensation for any fiscal year
shall be reduced by the amount, if any, by which the expenses of the Portfolio
for such fiscal year exceed the most restrictive state Blue Sky expense
limitation in effect from time to time, to the extent required by such
limitation. The Investment Adviser shall refund to the Portfolio the amount of
any reduction of the Investment Adviser's compensation pursuant to this
paragraph 8, reduced by the amount of any rebate paid directly to the Portfolio
by any Sub-Adviser engaged by Investment Adviser, as promptly as practicable
after the end of such fiscal year, provided that the Investment Adviser will not
be required to pay the Portfolio an amount greater than the fee paid to the
Investment Adviser in respect of such year pursuant to this Agreement. As used
in this paragraph 8, "expenses" shall mean those expenses included in the most
restrictive state Blue Sky limitation, having the broadest specification in such
state's Blue Sky statute, and "expense limitation" means a limit on the maximum
annual expenses which may be incurred by an investment company determined by
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<PAGE> 9
multiplying a fixed percentage by the average, or by multiplying more than one
such percentage by different specified amounts of the average, of the values of
an investment company's net assets for a fiscal year. The words "most
restrictive state Blue Sky expense limitation" shall be construed to result in
the largest reduction of the Investment Adviser's compensation for any fiscal
year of the Portfolio; provided, however, that nothing in this Agreement shall
require the Investment Adviser to reduce its fees if not required by an
applicable statute or regulation referred to above in this paragraph 8.
9. Proxies. The Trustees will vote all proxies solicited by or with
respect to the issuers of securities in which assets of the Portfolio may be
invested from time to time, unless the Trustees delegate such right to the
Investment Adviser.
10. Liabilities of the Investment Adviser.
(a) The Investment Adviser will not be liable for any
error or judgment or mistake of law or for any loss
suffered by the Portfolio or the Trust in connection
with the matters to which this Agreement relates,
except that the Investment Adviser shall be liable to
the Portfolio and the Trust for a loss resulting from
a breach of fiduciary duty with respect to the
receipt of compensation for services or a loss
resulting from willful misfeasance, bad faith or
gross negligence on the part of the Investment
Adviser in the performance of duties or reckless
disregard by it of its obligations or duties under
this Agreement.
(b) The Investment Adviser shall indemnify and hold
harmless the Portfolio from any loss, cost, expense
or damage resulting from the failure of any
Sub-Adviser to comply with (i) any statement included
in the Trust's registration statement furnished by
Investment Adviser for inclusion therein, or (ii)
instructions given by the Investment Adviser to any
Sub-Adviser for the purpose of ensuring the
Portfolio's compliance with the applicable
requirements of the 1940 Act or of the requirements
of the Internal Revenue Code of 1986 applicable to
regulated investment companies, or of successor
statutes; provided, however, that the indemnification
provided by this subparagraph 10(b) shall apply only
to the extent that the Sub-Adviser is liable to the
Trust and, after demand by the Trust, is unable or
refuses to discharge its obligation to the Portfolio.
(c) No provision of this Agreement shall be construed to
protect any Trustee or officer of the Trust, or the
Investment Adviser, from liability in violation of
Sections 17(h) and (i) of the 1940 Act.
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11. Renewal, Amendment and Termination.
(a) This Agreement shall become effective on the date
first written above and shall remain in force for a
period of two (2) years from such date, and from year
to year thereafter but only so long as such
continuance is specifically approved at least
annually (i) by the vote of a majority of the
Trustees who are not interested persons of the
Portfolio or the Investment Adviser, cast in person
at a meeting called for the purpose of voting on such
approval and by a vote of the Board of Trustees or
(ii) by the vote of a majority of the outstanding
voting securities of the Portfolio. The aforesaid
provision that this Agreement may be continued
"annually" shall be construed in a manner consistent
with the 1940 Act and the rules and regulations
thereunder.
(b) This Agreement may be amended at any time, but only
by written agreement between the Trust and the
Investment Adviser, which amendment is subject to the
approval of the Trustees and the shareholders of the
Trust in the manner required by the 1940 Act, subject
to any applicable exemption order of the SEC
modifying the provisions of the 1940 Act with respect
to approval of amendments to this Agreement.
(c) This Agreement:
(i) may at any time be terminated without the
payment of any penalty either by vote of the
Trustees or by vote of a majority of the
outstanding voting securities of the
Portfolio, on sixty (60) days' written
notice to the Investment Adviser;
(ii) shall immediately terminate in the event of
its assignment; and
(iii) may be terminated by the Investment Adviser
on sixty (60) days' written notice to the
Trust.
(d) As used in this Section 11, the terms "assignment,"
"interested person" and "vote of a majority of the
outstanding voting securities" shall have the
meanings set forth in the 1940 Act and the rules and
regulations thereunder, subject to any applicable
orders of exemption issued by the SEC.
12. Books and Records. (a) The Trustees shall provide to the Investment
Adviser copies of the Trust's most recent prospectus and statement of additional
information (as each may be amended or supplemented from time to time) which
relate to any class of shares representing interests in the Portfolio.
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<PAGE> 11
(b) In compliance with the requirements of Rule 31a-3 of the rules
promulgated under the 1940 Act ("Rules"), the Investment Adviser hereby agrees
that all records which it maintains for the Trust are the property of the Trust
and further agrees to surrender promptly to the Trust any such records upon the
Trust's request. The Investment Adviser further agrees to preserve for the
periods prescribed by Rule 31a-2, the records required to be maintained by the
Investment Adviser hereunder pursuant to Rule 31a-1 of the Rules.
13. Notices. All notices, requests, demands or other communications
hereunder shall be in writing and shall be deemed given, if delivered
personally, on the day delivered or if mailed, by certified or registered mail,
postage prepaid, return receipt requested, three (3) days after placement in the
United States mail, to the addresses below:
If to Trust: First Funds
c/o Russell Burk, Esq., Secretary
ALPS Mutual Funds Services
370 Seventeenth Street
Suite 3100
Denver, CO 80202
With a copy to: Desiree M. Franklin, Esq.
Baker, Donelson, Bearman & Caldwell
165 Madison Avenue
21st Floor
Memphis, TN 38103
If to Investment Adviser: First Tennessee Bank National Association
c/o C. Douglas Kelso, III
Senior Vice President and Manager
530 Oak Court Drive
Second Floor
Memphis, TN 38117
With a copy to: Adella M. Heard, Esq.
Vice President & Counsel
First Tennessee Bank National Association
165 Madison Avenue
3rd Floor
Memphis, TN 38103
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14. Severability. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
15. Limitation on Liability. Investment Adviser is hereby expressly put
on notice of the limitation of shareholder liability as set forth in the
Declaration of Trust and agrees that obligations assumed by the Portfolio
pursuant to this Agreement shall be limited in all cases to the Portfolio and
its assets. Investment Adviser agrees that it shall not seek satisfaction of any
such obligation from the shareholders or any individual shareholder of the
Portfolio, nor from the Trustees or any individual Trustee of the Portfolio.
16. Governing Law. To the extent that state law has not been preempted
by the provisions of any law of the United States heretofore or hereafter
enacted, as the same may be amended from time to time, this Agreement shall be
administered, construed and enforced according to the laws of the State of
Tennessee without giving effect to the choice of laws provisions thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed, as of the day and year first written above.
FIRST FUNDS
By:
--------------------------------------
Jeremy May, Treasurer
FIRST TENNESSEE BANK NATIONAL ASSOCIATION
By:
--------------------------------------
C. Douglas Kelso, III
Senior Vice President and Manager
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