Common use of XX XXXXXXX XXXXXXX Clause in Contracts

XX XXXXXXX XXXXXXX. xxx xxxxxes hereto have caused this Agreement to be executed by their officers designated as of the day and year first above written. FIRSTAR FUNDS, INC. QUASAR DISTRIBUTORS, LLC By: /s/ Joseph C. Neuberger By: /s/ James R. Schoenike -------------------------- ---------------------- Title: Assistant Treasurer Title: President ------------------------ -------------------- FIRSTAR INVESTMENT RESEARCH & MANAGEMENT COMPANY, LLC By: /s/ Laura J. Rauman --------------------------- Title: Vice Presixxxx ------------------------ SCHEDULE A TO THE DISTRIBUTION AGREEMENT BY AND AMONG FIRSTAR FUNDS, INC. FIRSTAR INVESTMENT RESEARCH & MANAGEMENT COMPANY, LLC AND QUASAR DISTRIBUTORS, LLC NAMES OF FUNDS Institutional Money Market Fund Money Market Fund U.S. Treasury Money Market Fund U.S. Government Fund Tax-Exempt Money Market Fund Short-Term Bond Market Fund Intermediate Bond Market Fund Bond IMMDEXTM Fund Tax-Exempt Intermediate Bond Fund Balanced Income Fund Balanced Growth Fund Growth and Income Fund Equity Index Fund Growth Fund MidCap Index Fund Special Growth Fund Emerging Growth Fund MicroCap Fund Core International Equity Fund International Equity Fund Small Cap Aggressive Growth Fund SCHEDULE B TO THE DISTRIBUTION AGREEMENT BY AND AMONG FIRSTAR FUNDS, INC. FIRSTAR INVESTMENT RESEARCH & MANAGEMENT COMPANY, LLC AND QUASAR DISTRIBUTORS, LLC FEES Basic Distribution Services --------------------------- . Fee at the annual rate of .01 of 1% (one basis point) of the Fund's average daily net assets, payable monthly in arrears . Minimum annual fee: first portfolio -- $15,000; each additional portfolio -- $3,000 Advertising Compliance Review/NASD Filings ------------------------------------------ . $150 for the first 10 pages/minutes; $20 per page/minute thereafter . NASDR Expedited Service for 3 day turnaround . $1000 for the first 10 pages/minutes; $25 per page/minute thereafter (Comments are faxed. NASDR may not accept expedited request.) Licensing of Investment Advisor's Staff (if desired) ---------------------------------------------------- . $900 per year per Series 7 representative . All associated NASD and State fees for Registered Representatives, including license and renewal fees. Out-of-Pocket Expenses ---------------------- Reasonable out-of-pocket expenses incurred by the Distributor in connection with activities primarily intended to result in the sale of Shares, including, without limitation: . typesetting, printing and distribution of Prospectuses and shareholder reports . production, printing, distribution and placement of advertising and sales literature and materials . engagement of designers, free-lance writers and public relations firms . long-distance telephxxx xines, services and charges . postage . overnight delivery charges . regulatory filing fees . record retention . travel, lodging and meals

XX XXXXXXX XXXXXXX. xxx xxxxxes hereto have caused this xxxxxxx xxxxxx xxxx xxxxxx xxxx Agreement to be executed by their officers designated a duly authorized officer on one or more counterparts as of the day and year date first above written. FIRSTAR FUNDSJULIUS BAER GLOBAL EQUITY FUND, INC. QUASAR DISTRIBUTORSU.S. BANCORP FUND XXXXXXXX, LLC XLC By: /s/ Joseph C. Neuberger Michael K. Quain By: /s/ James R. Schoenike -------------------------- ---------------------- TitleJoe D. Redwine -------------------- ------------------ Michael K. Quain Joe D. Redwine Titxx: Assistant Treasurer TitleXxxxxxxxx Titxx: President ------------------------ -------------------- FIRSTAR INVESTMENT RESEARCH & MANAGEMENT COMPANY, LLC By: /s/ Laura J. Rauman --------------------------- Title: Vice Presixxxx ------------------------ SCHEDULE Xxxxxxxxx EXHIBIT A TO THE DISTRIBUTION TRANSFER AGENT SERVICING AGREEMENT BY AND AMONG FIRSTAR FUNDSFUND NAMES JULIUS BAER GLOBAL EQUITY FUND, INC. FIRSTAR INVESTMENT RESEARCH & MANAGEMENT COMPANY, LLC AND QUASAR DISTRIBUTORS, LLC NAMES OF FUNDS Institutional Money Market Fund Money Market Fund U.S. Treasury Money Market Fund U.S. Government Fund Tax-Exempt Money Market Fund Short-Term Bond Market Fund Intermediate Bond Market Fund Bond IMMDEXTM Fund Tax-Exempt Intermediate Bond Fund Balanced Income Fund Balanced Growth Fund Growth and Income Fund Equity Index Fund Growth Fund MidCap Index Fund Special Growth Fund Emerging Growth Fund MicroCap Fund Core International Equity Fund International Equity Fund Small Cap Aggressive Growth Fund SCHEDULE EXHIBIT B TO THE DISTRIBUTION TRANSFER AGENT SERVICING AGREEMENT BY AND AMONG FIRSTAR FUNDS, INC. FIRSTAR INVESTMENT RESEARCH ------------------------------------------------------------------------------------------------------------------------ TRANSFER AGENT & MANAGEMENT COMPANY, LLC AND QUASAR DISTRIBUTORS, LLC FEES Basic Distribution Services --------------------------- . Fee at the annual rate of .01 of 1% (one basis point) of SHAREHOLDER SERVICES ANNUAL FEE SCHEDULE ------------------------------------------------------------------------------------------------------------------------ Service Charges to the Fund's average daily net assets* Service Charges billed to shareholders Shareholder Services Per Account Fee: IRA Fees (generally billed to shareholders) $15.00 /qualified plan acct (Cap at $30.00/SSN) $14.25 /open account (includes telephone calls) $2.50 /closed or zero balance account $12.00 /outgoing wires Subject to a minimum of $12,000/fund $5,000 per additional class Technology Charges Fund Setup - included Activity Charges MFx - Report source - $1,500/year AML New Account service - $1.00 per new account. NSCC Service Interface OUT-OF-POCKET COSTS - - Setup - $1,500/fund family ------------------- - Annual - $1,500/cusip Telephone toll-free lines, payable monthly in arrears call transfers, etc. Minimum annual fee: first portfolio -- Insurance, records retention, microfilm/fiche ACH fees Telecommunications and Voice Services Mailing, postage printing - Service Setup - $15,000; each additional portfolio -- 1,650 per AT&T transfer Stationery, envelopes - VRU Setup - $3,000 Advertising Compliance Review500/NASD Filings ------------------------------------------ . fund family Programming, special reports - VRU Maintenance - $150 for the first 10 pages1,200/minutes; year/cusip Proxies, proxy services - $20 per page/minute thereafter . NASDR Expedited Service for 3 day turnaround . $1000 for the first 10 pages/minutes; $25 per page/minute thereafter (Comments are faxed. NASDR may not accept expedited request.) Licensing of Investment Advisor's Staff (if desired) ---------------------------------------------------- . $900 per year per Series 7 representative . .35 /voice response call NSCC charges from DTCC All associated NASD and State fees for Registered Representatives, including license and renewal fees. Out-of-Pocket Expenses ---------------------- Reasonable other out-of-pocket expenses incurred by the Distributor in connection with activities primarily intended Development/Programming - $150 /hour File Transmissions - subject to result in the sale requirements Fees are billed monthly Select reports (non-standard) - $300 per select * Subject to CPI increase, Milwaukee MSA. Conversion of SharesRecords - Included, including, without limitation: but we estimate our total conversion cost to be roughly $60,000 to move 25,000+ accounts from your current provider. typesetting, printing and distribution of Prospectuses and shareholder reports . production, printing, distribution and placement of advertising and sales literature and materials . engagement of designers, free-lance writers and public relations firms . long-distance telephxxx xines, services and charges . postage . overnight delivery charges . regulatory filing fees . record retention . travel, lodging and meals------------------------------------------------------------------------------------------------------------------------ EXHIBIT C TO THE TRANSFER AGENT SERVICING AGREEMENT AS OF PROCESSING POLICY

XX XXXXXXX XXXXXXX. xxx xxxxxes xxe parties hereto have caused this Agreement to be executed by their officers designated as of the day and year first above written. FIRSTAR FUNDSThe Hennessy Mutual Funds, INC. QUASAR DISTRIBUTORSInc. Quasar Distributors, LLC By: /s/ Joseph C. Neuberger __________________________ By: /s/ James R. Schoenike -------------------------- ---------------------- ______________________________ Title: Assistant Treasurer _______________________ Title: President ------------------------ -------------------- FIRSTAR INVESTMENT RESEARCH & MANAGEMENT COMPANY___________________________ Edward J. Hennessy, Incorporaxxx Xx: ________________________ Title: _____________________ SCHEDULE A to the DISTRIBUTION AGREEMENT by and among The Hennessy Mutual Funds, Inc. Edward J. Hennessy, Incorporaxxx and Quasar Distributors, LLC By: /s/ Laura J. Rauman --------------------------- Title: Vice Presixxxx ------------------------ Names of Funds Hennessy Cornerstone Growth Fxxx Hennessy Cornerstone Value Fuxx SCHEDULE A TO THE B to the DISTRIBUTION AGREEMENT BY AND AMONG FIRSTAR FUNDSby and among The Hennessy Mutual Funds, INC. FIRSTAR INVESTMENT RESEARCH & MANAGEMENT COMPANYInc. Edward J. Hennessy, Incorporaxxx and Quasar Distributors, LLC AND QUASAR DISTRIBUTORS, LLC NAMES OF FUNDS Institutional Money Market Fund Money Market Fund U.S. Treasury Money Market Fund U.S. Government Fund Tax-Exempt Money Market Fund Short-Term Bond Market Fund Intermediate Bond Market Fund Bond IMMDEXTM Fund Tax-Exempt Intermediate Bond Fund Balanced Income Fund Balanced Growth Fund Growth and Income Fund Equity Index Fund Growth Fund MidCap Index Fund Special Growth Fund Emerging Growth Fund MicroCap Fund Core International Equity Fund International Equity Fund Small Cap Aggressive Growth Fund SCHEDULE B TO THE DISTRIBUTION AGREEMENT BY AND AMONG FIRSTAR FUNDS, INC. FIRSTAR INVESTMENT RESEARCH & MANAGEMENT COMPANY, LLC AND QUASAR DISTRIBUTORS, LLC FEES Basic Distribution Services --------------------------- . Fee at the annual rate of .01 of 1% (one basis point) of the Fund's average daily net assets, payable monthly in arrears . Minimum annual fee: first portfolio -- $15,000; each additional portfolio -- $3,000 Fees Advertising Compliance Review/NASD Filings ------------------------------------------ . o $150 per job for the first 10 pages/minutes; $20 per page/minute thereafter . o NASDR Expedited Service for 3 day turnaround . o $1000 for the first 10 pages/minutes; $25 per page/minute thereafter (Comments are faxed. NASDR may not accept expedited request.) Licensing of Investment Advisor's Staff (if desired) ---------------------------------------------------- . o $900 per year per Series 7 representative . o All associated NASD and State fees for Registered Representatives, including license and renewal fees. Out-of-Pocket Expenses ---------------------- Reasonable out-of-pocket expenses incurred by the Distributor in connection with activities primarily intended to result in the sale of Shares, including, without limitation: . o typesetting, printing and distribution of Prospectuses and shareholder reports . o production, printing, distribution and placement of advertising and sales literature and materials . o engagement of designers, free-lance writers and public relations relaxxxxx firms . o long-distance telephxxx xinestelephone lines, services and charges . o postage . o overnight delivery charges . regulatory o NASD filing fees . o record retention . o travel, lodging and meals

XX XXXXXXX XXXXXXX. xxx xxxxxes hereto have caused this Agreement xxxxxxx xxxxxx xxxx xxxxxx xxxx Xxxeement to be executed by their officers designated as of the day and year first above written. FIRSTAR FUNDS, INC. ALPINE SERIES TRUST QUASAR DISTRIBUTORS, LLC By: /s/ Joseph C. Neuberger __________________________ By: /s/ ______________________________ James R. Schoenike -------------------------- ---------------------- Schoenike, President Print: _________________________ Xxxx:_____________________________ Title:__________________________ Date:__________________________ Attest:_________________________ ALPINE MANAGEMENT & RESEARCH, L.L.C. By: ________________________ Print:________________________ Title: Assistant Treasurer Title: President ------------------------ -------------------- FIRSTAR INVESTMENT RESEARCH & MANAGEMENT COMPANY, LLC By: /s/ Laura J. Rauman --------------------------- Title: Vice Presixxxx ------------------------ _______________________ Date:_________________________ Attest:________________________ SCHEDULE A TO THE DISTRIBUTION AGREEMENT BY AND AMONG FIRSTAR FUNDS, INC. FIRSTAR INVESTMENT RESEARCH & MANAGEMENT COMPANY, LLC AND QUASAR DISTRIBUTORS, LLC NAMES OF FUNDS Institutional Money Market Fund Money Market Fund U.S. Treasury Money Market Fund U.S. Government Fund Tax-Exempt Money Market Fund Short-Term Bond Market Fund Intermediate Bond Market Fund Bond IMMDEXTM Fund Tax-Exempt Intermediate Bond Fund Balanced Income Fund Balanced Growth Fund Growth and Income Fund Equity Index Fund Growth Fund MidCap Index Fund Special Growth Fund Emerging Growth Fund MicroCap Fund Core International Equity Fund International Equity Fund Small Cap Aggressive Growth Alpine Dynamic Balance Fund SCHEDULE B TO THE DISTRIBUTION AGREEMENT BY AND AMONG FIRSTAR FUNDS, INC. FIRSTAR INVESTMENT RESEARCH & MANAGEMENT COMPANY, LLC AND QUASAR DISTRIBUTORS, LLC FEES Basic Distribution Services --------------------------- . BASIC DISTRIBUTION SERVICES - Fee at the annual rate of .01 .00005 of 1% (one 1/2 basis point) of the each Fund's average daily net assets, payable monthly in arrears . Minimum annual fee- Annual minimum fee for the first three years: first portfolio class or series -- $15,0001,500; each additional portfolio class or series -- $3,000 Advertising Compliance Review1,500 - The greater of the annual minimum or basis point applies in the fourth year. - Annual Midwest CPI increase applies ADVERTISING COMPLIANCE REVIEW/NASD Filings ------------------------------------------ . FILINGS - $150 per job for the first 10 pages/minutespages (minutes if tape or video); $20 per page/minute page (minutes if tape or video) thereafter . - NASDR Expedited Service for 3 day turnaround . turnaround: - $1000 for the first 10 pages/minutes; pages (minutes if audio or video) $25 per page/minute page (minutes if audio or video) thereafter (Comments are faxed. NASDR may not accept expedited request.) Licensing of Investment Advisor's Staff LICENSING OF INVESTMENT ADVISOR'S STAFF (if desiredIF DESIRED) ---------------------------------------------------- . - $500 per NASD license (standard fee is $900 per year per Series 7 representative . license) - All associated NASD and State fees for Registered Representatives, including license and renewal fees. OutOUT-ofOF-Pocket Expenses ---------------------- POCKET EXPENSES Reasonable out-of-pocket expenses incurred by the Distributor in connection with activities primarily intended to result in the sale of Shares, including, without limitation: . - typesetting, printing and distribution of Prospectuses and shareholder reports . - production, printing, distribution and placement of advertising and sales literature and materials . - engagement of designers, free-lance writers and public relations firms . - long-distance telephxxx xinestelepxxxx lines, services and charges . - postage . - overnight delivery charges . regulatory - NASD filing fees . - record retention . - travel, lodging and meals

XX XXXXXXX XXXXXXX. xxx xxxxxes hereto xxxxxxxxxxx xxxxx xxx xxxx xxxxxxes of the Trust, have caused executed this Agreement to be executed by their officers designated Certificate of Trust as of the day and year first date first-above written. FIRSTAR FUNDSDeutsche Bank Trust Company Delaware, as Delaware Trustee By: ______________________________ Name: Title: Deutsche Bank National Trust Company, as Trustee By: ______________________________ Name: Title: EXHIBIT K FORM OF NOTICE OF EXERCISE OF OPTIONAL SECURITIES PURCHASE RIGHT Date__________________ [TRUSTEE] [SECURITIES ADMINISTRATOR] [RATING AGENCIES] [MASTER SERVICER] Re: Thornburg Mortgage Securities Trust 2004-1 Ladies and Gentlemen: Xxrsuant to the terms of the Trust, Pooling and Servicing Agreement (the "Agreement"), dated as of March 1, 2004, among Thornburg Mortgage Home Loans, Inc., Structured Asset Mortgage Inxxxxxxxxx II Inc., as depositor, Wells Fargo Bank, N.A., as master servicer and securities adminisxxxxxr, Deutsche Bank National Trust Company, as trustee, and Deutsche Bank Trust Company Delaware, as Delaware trustee, we hereby give notice of our exercise of the Optional Securities Purchase Right. We intend to purchase the outstanding Certificates (other than the Class B-IO Certificates) on the Distribution Date in ______ 20__. [We appoint __________________ as designee to purchase the Class [R-1][R-2] Certificates.] Very truly yours, THORNBURG MORTGAGE, INC. QUASAR DISTRIBUTORS, LLC ByXx: /s/ Joseph C. Neuberger By: /s/ James R. Schoenike -------------------------- ---------------------- Title: Assistant Treasurer Title: President ------------------------ -------------------- FIRSTAR INVESTMENT RESEARCH & MANAGEMENT COMPANY, LLC By: /s/ Laura J. Rauman --------------------------- Title: Vice Presixxxx ------------------------ SCHEDULE A TO THE DISTRIBUTION AGREEMENT BY AND AMONG FIRSTAR FUNDS, INC. FIRSTAR INVESTMENT RESEARCH & MANAGEMENT COMPANY, LLC AND QUASAR DISTRIBUTORS, LLC NAMES OF FUNDS Institutional Money Market Fund Money Market Fund U.S. Treasury Money Market Fund U.S. Government Fund Tax-Exempt Money Market Fund Short-Term Bond Market Fund Intermediate Bond Market Fund Bond IMMDEXTM Fund Tax-Exempt Intermediate Bond Fund Balanced Income Fund Balanced Growth Fund Growth and Income Fund Equity Index Fund Growth Fund MidCap Index Fund Special Growth Fund Emerging Growth Fund MicroCap Fund Core International Equity Fund International Equity Fund Small Cap Aggressive Growth Fund SCHEDULE B TO THE DISTRIBUTION AGREEMENT BY AND AMONG FIRSTAR FUNDS, INC. FIRSTAR INVESTMENT RESEARCH & MANAGEMENT COMPANY, LLC AND QUASAR DISTRIBUTORS, LLC FEES Basic Distribution Services --------------------------- . Fee at the annual rate of .01 of 1% (one basis point) of the Fund's average daily net assets, payable monthly in arrears . Minimum annual fee: first portfolio -- $15,000; each additional portfolio -- $3,000 Advertising Compliance Review/NASD Filings ------------------------------------------ . $150 for the first 10 pages/minutes; $20 per page/minute thereafter . NASDR Expedited Service for 3 day turnaround . $1000 for the first 10 pages/minutes; $25 per page/minute thereafter (Comments are faxed. NASDR may not accept expedited request.) Licensing of Investment Advisor's Staff (if desired) ---------------------------------------------------- . $900 per year per Series 7 representative . All associated NASD and State fees for Registered Representatives, including license and renewal fees. Out-of-Pocket Expenses ---------------------- Reasonable out-of-pocket expenses incurred by the Distributor in connection with activities primarily intended to result in the sale of Shares, including, without limitation: . typesetting, printing and distribution of Prospectuses and shareholder reports . production, printing, distribution and placement of advertising and sales literature and materials . engagement of designers, free-lance writers and public relations firms . long-distance telephxxx xines, services and charges . postage . overnight delivery charges . regulatory filing fees . record retention . travel, lodging and meals______________________________ Authorized Officer

XX XXXXXXX XXXXXXX. xxx xxxxxes hereto have caused this Agreement xxxxxxx xxxxxx xxxx xxxxxx xxxx Xxxeement to be executed by their officers designated a duly authorized officer or one or more counterparts as of the day and year first above writtenwritten above. ALPINE SERIES TRUST FIRSTAR FUNDS, INC. QUASAR DISTRIBUTORSMUTUAL FUND SERVICES, LLC By: /s/ Joseph C. Neuberger By: /s/ James R. Schoenike -------------------------- ---------------------- -------------------------------- -------------------------------- Print: Print: ----------------------------- ----------------------------- Title: Assistant Treasurer Title: President ------------------------ -------------------- FIRSTAR INVESTMENT RESEARCH ----------------------------- ----------------------------- Date: Date: ------------------------------ ------------------------------ Attest: Attest: ---------------------------- ---------------------------- TRANSFER AGENT AND SHAREHOLDER SERVICING ANNUAL FEE SCHEDULE EXHIBIT A SEPARATE SERIES OF ALPINE SERIES TRUST NAME OF SERIES DATE ADDED Alpine Dynamic Balance Fund 06/06/01 -------------------------------------------------------------------------------- (Alpine Management & MANAGEMENT COMPANYResearch's fee arrangement with Firstar/U.S. Bancorp will remain in effect for 3 years, LLC By: /s/ Laura J. Rauman --------------------------- Title: Vice Presixxxx ------------------------ SCHEDULE A TO THE DISTRIBUTION AGREEMENT BY AND AMONG FIRSTAR FUNDS, INCwithout any material change. FIRSTAR INVESTMENT RESEARCH & MANAGEMENT COMPANY, LLC AND QUASAR DISTRIBUTORS, LLC NAMES OF FUNDS Institutional This would exclude any necessary increases to Firstar's out-of-pocket charges or a annual CPI increase). Shareholder Account Fee (Subject to Minimum) $14.00 per shareholder account -- No-Load Fund $14.00 per shareholder account -- Load Fund $21.00 per shareholder account -- Money Market Fund Money Market Fund U.S. Treasury Money Market Fund U.S. Government Fund Tax-Exempt Money Market Fund Short-Term Bond Market Fund Intermediate Bond Market Fund Bond IMMDEXTM Fund Tax-Exempt Intermediate Bond Fund Balanced Income Fund Balanced Growth Fund Growth and Income Fund Equity Index Fund Growth Fund MidCap Index Fund Special Growth Fund Emerging Growth Fund MicroCap Fund Core International Equity Fund International Equity Fund Small Cap Aggressive Growth Fund SCHEDULE B TO THE DISTRIBUTION AGREEMENT BY AND AMONG FIRSTAR FUNDS, INC. FIRSTAR INVESTMENT RESEARCH & MANAGEMENT COMPANY, LLC AND QUASAR DISTRIBUTORS, LLC FEES Basic Distribution Services --------------------------- . Fee at the annual rate of .01 of 1% (one basis point) of the Fund's average daily net assets, payable monthly in arrears . Annual Minimum annual fee: first portfolio -- $15,000; each additional portfolio -- $3,000 Advertising Compliance Review/NASD Filings ------------------------------------------ . $150 12,000 for the first 10 pages/minutes; $20 per page/minute thereafter . NASDR Expedited Service for 3 day turnaround . $1000 for the first 10 pages/minutes; $25 per page/minute thereafter (Comments are faxed. NASDR may not accept expedited request.) Licensing of Investment Advisor's Staff (if desired) ---------------------------------------------------- . $900 Alpine Dynamic Balance Fund Plus 0 basis point per year Extraordinary services quoted separately. Activity Charges Telephone Call - $1.00 per Series 7 representative . All associated NASD and State fees for Registered Representativescall Draft Check Processing - $1.00 per draft Daily Valuation Trades - $6.75 per trade ACH Shareholder Services $125.00 per month per fund group $ .50 per account setup and/or change $ .50 per ACH item $5.00 per correction, including license and renewal fees. reversal, return item Plus Out-of-Pocket Expenses ---------------------- Reasonable Expenses, including but not limited to: Telephone -- toll free lines Retention of records Postage Microfilm/fiche of records Programming Special reports Stationery/envelopes ACH fees Insurance NSCC charges Proxies All other out-of-pocket expenses incurred by File Transfer - $160/month and $.01/record Qualified Plan Fees (Billed to Investors) * Annual maintenance fee per account $ 12.50 / acct. (Cap at $25.00 per SSN) Education IRA $ 5.00 / acct. (Cap at $25.00 / pxx SSN) Transfer to successor trustee $ 15.00 / trans. Distribution to participant $ 15.00 / trans. (Exclusive of SWP) Refund of excess contribution $ 15.00 / trans. Select requests $200.00 / trans Additional Shareholder Fees (Billed to Investors) Any outgoing wire transfer $12.00 / wire Telephone exchange $ 5.00 / each Return check/ACH fee $25.00 / item Stop payment $25.00 / stop (Liquidation, dividend, draft check) Research fee $ 5.00 / item (For requested items of the Distributor in connection with activities primarily intended second calendar year [or previous] to result in the sale of Sharesrequest)(Cap at $25.00) Fees and out-of-pocket expenses are billed to the fund monthly. NSCC Out-of-Pocket Charges NSCC Interfaces Set up Fund/SERV, includingNetworking, without limitation: ACATS, Exchanges $1,000 set-up (one time) DCSS, TORA Commission Settlement $5,000 set-up (one time) Processing Fund/SERV $ 50 / month Networking $ 250 / month CPU Access $ 40 / month FundServ Transactions $ .35 / trade Networking -- per item $ .025 / monthly dividend fund Networking -- per item $ .015 / non-mo. typesettingDividend fund First Data $ .10 / next-day FundServ trade First Data $ .15 / same-day FundServ trade NSCC Implementation Mutual Fund Services Out-of-Pocket Expense Items Forms Costs Statement Paper $ .038 / item #9, printing and distribution of Prospectuses and shareholder reports #10 Envelopes $ .043 / item Check/Statement Paper $ .25 / item Certificate $ 1.00 / item Wire Order Confirm (non-NSCC) $ .22 / item Firstar Fulfillment Envelope $ .25 / item Presort Postage (one ounce) $ .34 / item Shareholder System Select Request $ 200.00 / request Systems Development/Programming $ 150.00 / hour Fund Group Addition $1,000.00 / fund group Fund Additions $ 500.00 / fund or class* Fund Group Restore $1,000.00 / occurrence* Lost Shareholder Search (Keane Tracers) $ 3.00 / search DAZL ($5,000 sexxx) $1,000.00 / month Price record transmission $ .015 / price record Other record $ .025 / record * Fees are waived after the 4th class. productionNote -- All rates subject to change EXHIBIT B FIRSTAR MUTUAL FUND SERVICES, printing, distribution and placement of advertising and sales literature and materials . engagement of designers, free-lance writers and public relations firms . long-distance telephxxx xines, services and charges . postage . overnight delivery charges . regulatory filing fees . record retention . travel, lodging and mealsLLC AS OF PROCESSING POLICY

XX XXXXXXX XXXXXXX. xxx xxxxxes xxxxxxs hereto have caused this Agreement cxxxxx xxxx Xxxeement to be executed by their officers designated as of the day and year first above written. FIRSTAR FUNDS, INC. QUASAR DISTRIBUTORSCCMA Select Investment Trust Quasar Distributors, LLC By: /s/ Joseph C. Neuberger By: /s/ ---------------------------- ------------------------------------ James R. Schoenike -------------------------- ---------------------- Schoenike, President Title: Assistant Treasurer Title: President ------------------------ -------------------- FIRSTAR INVESTMENT RESEARCH & MANAGEMENT COMPANY---------------------------- XXX Xxxxxxxs, LLC By: /s/ Laura J. Rauman --------------------------- ---------------------------- Title: Vice Presixxxx ------------------------ ---------------------------- SCHEDULE A TO THE to the DISTRIBUTION AGREEMENT BY AND AMONG FIRSTAR FUNDS, INC. FIRSTAR INVESTMENT RESEARCH & MANAGEMENT COMPANY, LLC AND QUASAR DISTRIBUTORS, LLC NAMES OF FUNDS Institutional Names of Funds CCMA Select Investment Trust Series Share Class CCMA Select Money Market Fund Money Market Fund U.S. Treasury Money Market Fund U.S. Government Fund Tax-Exempt Money Market Fund Short-Term Bond Market Fund Intermediate Bond Market Fund Bond IMMDEXTM Fund Tax-Exempt Intermediate Bond Fund Balanced Income Fund Balanced Growth Fund Growth and Income Fund CCMA Select International Core Equity Index Fund Growth Fund MidCap Index Fund Special Growth Fund Emerging Growth Fund MicroCap Fund Core International Equity Fund International Equity Fund Small Cap Aggressive Growth Fund SCHEDULE B TO THE to the DISTRIBUTION AGREEMENT BY AND AMONG FIRSTAR FUNDS, INC. FIRSTAR INVESTMENT RESEARCH & MANAGEMENT COMPANY, LLC AND QUASAR DISTRIBUTORS, LLC FEES -------------------------------------------------------------------------------- REGULATORY DISTRIBUTION SERVICES ANNUAL FEE SCHEDULE -------------------------------------------------------------------------------- Basic Distribution Services --------------------------- . Fee at the annual rate of .01 of 1% (one o No service fee until 4/1/02 o 2 basis point) points of the Fund's average daily net assets, payable monthly in arrears . assets (effective 4/1/02) o Minimum annual fee: $15,000 first portfolio -- fund, $15,000; each 5,000 per additional portfolio -- $3,000 fund Advertising Compliance Review/NASD Filings ------------------------------------------ . o $150 per job for the first 10 pages/minutespages (minutes if tape or video); $20 per page/page (minute if tape or video) thereafter . o NASDR Expedited Service for 3 day turnaround . o $1000 1,000 for the first 10 pages/minutespages (minutes if audio or video); $25 per page/page (minute if audio or video) thereafter (Comments are faxed. NASDR may not accept expedited request.) Licensing of Investment Advisor's Staff (if desired) ---------------------------------------------------- . o $900 per year per Series 6 or 7 representative . o All associated NASD and State fees for Registered Representatives, including license and renewal fees. Out-of-Pocket Expenses ---------------------- Reasonable out-of-pocket expenses incurred by the Distributor in connection with activities primarily intended to result in the sale of Shares, including, without limitation: . o typesetting, printing and distribution of Prospectuses and shareholder reports . o production, printing, distribution and placement of advertising and sales literature and materials . o engagement of designers, free-lance writers and public relations firms . o long-distance telephxxx xinestelephone xxxxx, services and charges . o postage . o overnight delivery charges . regulatory o NASD filing fees . o record retention . o travel, lodging and meals