Exhibit (e)
FIRSTAR STELLAR FUNDS
DISTRIBUTOR'S CONTRACT
-----------------------
AGREEMENT made this 1st day of April, 1999, by and between FIRSTAR STELLAR
FUNDS (the "Trust"), a Massachusetts business trust, and EDGEWOOD SERVICES, INC.
("ESI"), a Pennsylvania Corporation.
In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follows:
1. The Trust hereby appoints ESI as its agent to sell and distribute shares of
the Trust which may be offered in one or more series (the "Funds")
consisting of one or more classes (the "Classes") of shares (the "Shares"),
as described and set forth on one or more exhibits to this Agreement, at
the current offering price thereof as described and set forth in the
current Prospectuses of the Trust. ESI hereby accepts such appointment and
agrees to provide such other services for the Trust, if any, and accept
such compensation from the Trust, if any, as set forth in the applicable
exhibits to this Agreement.
2. The sale of any Shares may be suspended without prior notice whenever in
the judgment of the Trust it is in its best interest to do so.
3. Neither ESI nor any other person is authorized by the Trust to give any
information or to make any representation relative to any Shares other than
those contained in the Registration Statement, Prospectuses, or Statements
of Additional Information ("SAIs") filed with the Securities and Exchange
Commission, as the same may be amended from time to time, or in any
supplemental information to said Prospectuses or SAIs approved by the
Trust. ESI agrees that any other information or representations other than
those specified above which it or any dealer or other person who purchases
Shares through ESI may make in connection with the offer or sale of Shares,
shall be made entirely without liability on the part of the Trust. No
person or dealer, other than ESI, is authorized to act as agent for the
Trust for any purpose. ESI agrees that in offering or selling Shares as
agent of the Trust, it will, in all respects, duly conform to all
applicable state and federal laws and the rules and regulations of the
National Association of Securities Dealers, Inc. ("NASD"), including its
Rules of Fair Practice. ESI will submit to the Trust copies of all sales
literature prepared by ESI before using the same and will not use such
sales literature if disapproved by the Trust. In addition, ESI will review
and file with the NASD all sales literature relating to the Trust which is
prepared by third parties and which is submitted to ESI for review.
4. This Agreement is effective with respect to each Class as of the date of
execution of the applicable exhibit and shall continue in effect with
respect to each Class presently set forth on an exhibit and any subsequent
Classes added pursuant to an exhibit during the initial term of this
Agreement for one year from the date set forth above, and thereafter for
successive periods of one year if such continuance is approved at least
annually by the Trustees of the Trust including a majority of the members
of the Board of Trustees of the Trust who are not interested persons of the
Trust and have no direct or indirect financial interest in the operation of
any Distribution Plan relating to the Trust or in any related documents to
such Plan ("Disinterested Trustees") cast in person at a meeting called for
that purpose. If a Class is added after the first annual approval by the
Trustees as described above, this Agreement will be effective as to that
Class upon execution of the applicable exhibit and will continue in effect
until the next annual approval of this Agreement by the Trustees and
thereafter for successive periods of one year, subject to approval as
described above.
5. This Agreement may be terminated with regard to a particular Fund or Class
at any time, without the payment of any penalty, by the vote of a majority
of the DisinterestedTrustees or by a majority of the outstanding voting
securities of the particular Fund or Class on not more than sixty (60)
days' written notice to any other party to this Agreement. This Agreement
may be terminated with regard to a particular Fund or Class by ESI on sixty
(60) days' written notice to the Trust.
6. This Agreement may not be assigned by ESI and shall automatically terminate
in the event of an assignment by ESI as defined in the Investment Company
Act of 1940, as amended, provided, however, that ESI may employ such other
person, persons, corporation or corporations as it shall determine in order
to assist it in carrying out its duties under this Agreement.
7. ESI shall not be liable to the Trust for anything done or omitted by it,
except acts or omissions involving willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties imposed by this Agreement.
8. This Agreement may be amended at any time by mutual agreement in writing of
all the parties hereto, provided that such amendment is approved by the
Trustees of the Trust including a majority of the Disinterested Trustees of
the Trust cast in person at a meeting called for that purpose.
9. This Agreement shall be construed in accordance with and governed by the
laws of the Commonwealth of Pennsylvania.
10. (a) Subject to the conditions set forth below, the Trust agrees to
indemnify and hold harmless ESI and each person, if any, who controls
ESI within the meaning of Section 15 of the Securities Act of 1933 and
Section 20 of the Securities Act of 1934, as amended, against any and
all loss, liability, claim, damage and expense whatsoever (including
but not limited to any and all expenses whatsoever reasonably incurred
in investigating, preparing or defending against any litigation,
commenced or threatened, or any claim whatsoever) arising out of or
based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, any
Prospectuses or SAIs (as from time to time amended and supplemented)
or the omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the statements
therein not misleading, unless such statement or omission was made in
reliance upon and in conformity with written information furnished to
the Trust about ESI by or on behalf of ESI expressly for use in the
Registration Statement, any Prospectuses and SAIs or any amendment or
supplement thereof.
If any action is brought against ESI or any controlling person thereof
with respect to which indemnity may be sought against the Trust
pursuant to the foregoing paragraph, ESI shall promptly notify the
Trust in writing of the institution of such action and the Trust shall
assume the defense of such action, including the employment of counsel
selected by the Trust and payment of expenses. ESI or any such
controlling person thereof shall have the right to employ separate
counsel in any such case, but the fees and expenses of such counsel
shall be at the expense of ESI or such controlling person unless the
employment of such counsel shall have been authorized in writing by
the Trust in connection with the defense of such action or the Trust
shall not have employed counsel to have charge of the defense of such
action, in any of which events such fees and expenses shall be borne
by the Trust. Anything in this paragraph to the contrary
notwithstanding, the Trust shall not be liable for any settlement of
any such claim of action effected without its written consent. The
Trust agrees promptly to notify ESI of the commencement of any
litigation or proceedings against the Trust or any of its officers or
Trustees or controlling persons in connection with the issue and sale
of Shares or in connection with the Registration Statement,
Prospectuses, or SAIs.
(b) ESI agrees to indemnify and hold harmless the Trust, each of its
Trustees, each of its officers who have signed the Registration
Statement and each other person, if any, who controls the Trust within
the meaning of Section 15 of the Securities Act of 1933, but only with
respect to statements or omissions, if any, made in the Registration
Statement or any Prospectus, SAI, or any amendment or supplement
thereof in reliance upon, and in conformity with, information
furnished to the Trust about ESI by or on behalf of ESI expressly for
use in the Registration Statement or any Prospectus, SAI, or any
amendment or supplement thereof. In case any action shall be brought
against the Trust or any other person so indemnified based on the
Registration Statement or any Prospectus, SAI, or any amendment or
supplement thereof, and with respect to which indemnity may be sought
against ESI, ESI shall have the rights and duties given to the Trust,
and the Trust and each other person so indemnified shall have the
rights and duties given to ESI by the provisions of subsection (a)
above.
(c) Nothing herein contained shall be deemed to protect any person against
liability to the Trust or its shareholders to which such person would
otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence in the performance of the duties of such person or by
reason of the reckless disregard by such person of the obligations and
duties of such person under this Agreement.
(d) Insofar as indemnification for liabilities may be permitted pursuant
to Section 17 of the Investment Company Act of 1940, as amended, for
Trustees, officers, ESI and controlling persons of the Trust by the
Trustees pursuant to this Agreement, the Trust is aware of the
position of the Securities and Exchange Commission as set forth in the
Investment Company Act Release No. IC-11330. Therefore, the Trust
undertakes that in addition to complying with the applicable
provisions of this Agreement, in the absence of a final decision on
the merits by a court or other body before which the proceeding was
brought, that an indemnification payment will not be made unless in
the absence of such a decision, a reasonable determination based upon
factual review has been made (i) by a majority vote of a quorum of
non-party Disinterested Trustees, or (ii) by independent legal counsel
in a written opinion that the indemnitee was not liable for an act of
willful misfeasance, bad faith, gross negligence or reckless disregard
of duties. The Trust further undertakes that advancement of expenses
incurred in the defense of a proceeding (upon undertaking for
repayment unless it is ultimately determined that indemnification is
appropriate) against an officer, Trustees, ESI or controlling person
of the Trust will not be made absent the fulfillment of at least one
of the following conditions: (i) the indemnitee provides security for
his undertaking; (ii) the Trust is insured against losses arising by
reason of any lawful advances; or (iii) a majority of a quorum of non-
party Disinterested Trustees or independent legal counsel in a written
opinion makes a factual determination that there is reason to believe
the indemnitee will be entitled to indemnification.
11. ESI is hereby expressly put on notice of the limitation of liability as set
forth in Article XI of the Declaration of Trust and agrees that the
obligations assumed by the Trust pursuant to this agreement shall be
limited in any case to the Trust and its assets and ESI shall not seek
satisfaction of any such obligation from the shareholders of the Trust, the
Trustees, officers, employees or agents of the Trust, or any of them.
12. This Agreement will become binding on the parties hereto upon the execution
of the attached exhibits to the Agreement which may be executed in one or
more counterparts.
Exhibit A
to the
Distributor's Contract
FIRSTAR STELLAR FUNDS
Firstar Stellar Growth Equity Fund
Y Shares
Firstar Stellar Relative Value Fund
Y Shares
Firstar Stellar Treasury Fund
Y Shares
Firstar Stellar Fund
Y Shares
The following provisions are hereby incorporated and made part of the
Distributor's Contract dated April 1, 1999 between Firstar Stellar Funds and ESI
with respect to the Class of Shares set forth above:
1. ESI shall maintain membership in the National Securities Clearing
Corporation ("NSCC") Fund/Serv System for the purpose of clearing trades in
shares of Firstar Stellar Funds, as necessary and as may be agreeable
between Firstar Stellar Funds and ESI (provided Firstar Stellar Funds shall
be responsible for settling transactions and transmitting and accepting
funds for trades cleared through NSCC); and
2. ESI shall assist in the administration of the payments of sales charge
concessions and distribution fees to dealers in such manners as may be
mutually acceptable to ESI and Firstar Mutual Fund Services, Inc.
In consideration of the mutual covenants set forth in the Distributor's
Contract dated April 1, 1999 between FIRSTAR STELLAR FUNDS and ESI, Firstar
Stellar Funds executes and delivers this Exhibit on behalf of the Funds and
Classes first set forth in this Exhibit.
Witness the due execution hereof this 1st day of April, 1999.
FIRSTAR STELLAR FUNDS
By:-----------------------------------
Name:---------------------------------
Title:--------------------------------
EDGEWOOD SERVICES, INC.
By:-----------------------------------
Name:---------------------------------
Title:--------------------------------
Exhibit B
to the
Distributor's Contract
FIRSTAR STELLAR FUNDS
Firstar Stellar Capital Appreciation Fund
A Shares
Firstar Stellar Growth Equity Fund
B Shares
Firstar Stellar International Equity Fund
A Shares
Firstar Stellar Ohio Tax-Free Money Market Fund
C Shares
Firstar Stellar Relative Value Fund
A Shares
B Shares
Firstar Stellar Strategic Income Fund
B Shares
Firstar Stellar Tax-Free Money Market Fund
C Shares
Firstar Stellar Treasury Fund
C Shares
Firstar Stellar U.S. Government Income Fund
A Shares
B Shares
The Stellar Fund
A Shares
Firstar Stellar Insured Tax-Free Bond Fund
A Shares
The following provisions are hereby incorporated and made part of the
Distributor's Contract dated April 1, 1999, between Firstar Stellar Funds and
ESI with respect to the Class of shares set forth above.
1. The Trust hereby appoints ESI to engage in activities principally intended
to result in the sale of shares of the above-listed Class ("Shares").
Pursuant to this appointment, ESI is authorized to select a group of
financial institutions ("Financial Institutions") to sell Shares at the
current offering price thereof as described and set forth in the respective
prospectuses of the Trust.
2. During the term of this Agreement, the Trust will pay ESI for services
pursuant to this Agreement, a monthly fee computed at the annual rate of
distribution fee of the average aggregate net asset value of the Shares
held during the month. For the month in which this Agreement becomes
effective or terminates, there shall be an appropriate proration of any fee
payable on the basis of the number of days that the Agreement is in effect
during the month.
3. ESI may from time-to-time and for such periods as it deems appropriate
reduce its compensation to the extent any Class expenses exceed such lower
expense limitation as ESI may, by notice to the Trust, voluntarily declare
to be effective.
4. ESI will enter into separate written agreements with various firms to
provide certain of the services set forth in Xxxxxxxxx 0 xxxxxx. XXX, in
its sole discretion, may pay Financial Institutions a periodic fee in
respect of Shares owned from time to time by their clients or customers.
The schedules of such fees and the basis upon which such fees will be paid
shall be determined from time to time by ESI in its sole discretion.
5. ESI will prepare reports to the Board of Trustees of the Trust on a
quarterly basis showing amounts expended hereunder including amounts paid
to Financial Institutions and the purpose for such expenditures, relying on
information furnished to ESI by Firstar Stellar Corporation.
6. ESI shall maintain membership in the National Securities Clearing
Corporation ("NSCC") Fund/Serv System for the purpose of clearing trades in
shares of Firstar Stellar Funds, as necessary and as may be agreeable
between Firstar Stellar Funds and ESI (provided Firstar Stellar Funds shall
be responsible for settling transactions and transmitting and accepting
funds for trades cleared through NSCC).
7. ESI shall enter into dealer agreements and related agreements under Firstar
Stellar Funds' Rule 12b-1 Plan and oversee payment of distribution fees to
dealers by Firstar Mutual Fund Services, LLC.
8. ESI shall assist in the administration of the payments of sales charge
concessions and distribution fees to dealers in such manners as may be
mutually acceptable to ESI and Firstar Mutual Fund Services, LLC.
In consideration of the mutual covenants set forth in the Distributor's
Contract dated April 1, 1999 between Firstar Stellar Funds and Edgewood
Services, Inc., Firstar Stellar Funds executes and delivers this Exhibit on
behalf of the Funds and Classes first set forth in this Exhibit.
Witness the due execution hereof this 1st day of April, 1999.
FIRSTAR STELLAR FUNDS
By:-----------------------------------
Name:---------------------------------
Title:--------------------------------
EDGEWOOD SERVICES, INC.
By:-----------------------------------
Name:---------------------------------
Title:--------------------------------
