FULFILLMENT SERVICING AGREEMENT
This Agreement between Firstar Trust Company ("FTC"), a Wisconsin corporation,
Xxxxxxxx Asset Management, LLC ("Xxxxxxxx"), a New York limited liability
company, and the Potomac Funds (the "Fund"), a Massachusetts business trust, is
entered into on this ____ day of September 1997.
WHEREAS, the Fund is an open-end management investment company which is
registered under the Investment Company Act of 1940;
WHEREAS, Xxxxxxxx is the Fund's investment adviser; and
WHEREAS, FTC provides fulfillment services to mutual funds and the Fund desires
FTC to provide it such services;
NOW THEREFORE, the parties agree as follows:
DUTIES AND RESPONSIBILITIES OF FTC
1. Answer all prospective shareholder calls concerning any portfolio of the
Fund (each a "Portfolio") listed in the attached Schedule A, which may be
modified from time to time.
2. Send all available materials concerning a Portfolio requested by a
prospective shareholder within 24 hours from time of the request. Such
materials may include the Fund's most current prospectus, statement of
additional information, financial statements, new account forms, fact
sheets, and sales literature or other materials at the direction of the
Fund ("fulfillment materials").
3. Receive and update all fulfillment materials concerning a Portfolio to
ensure that the most current information is sent and quoted.
4. Provide 24 hour answering service to record prospective shareholder
calls made after hours (8 p.m. to 9 a.m., eastern standard time).
5. Maintain and store fulfillment materials concerning a Portfolio.
6. Maintain records relating to the fulfillment services FTC provides the
Fund and provide the Fund with periodic reports on the fulfillment
services provided pursuant to this Agreement as agreed upon from time to
time between the Fund and FTC.
DUTIES AND RESPONSIBILITIES OF THE FUND
1. Provide FTC updates to the fulfillment materials for each Portfolio as
necessary.
2. Represent that all fulfillment materials have been filed, as necessary,
with the National Association of Securities Dealers, Securities and
Exchange Commission, and state regulatory authorities, as appropriate.
3. Supply FTC with sufficient inventory of fulfillment materials concerning
for each Portfolio as requested from time to time by FTC.
4. Provide FTC with any information about a Portfolio necessary to answer
prospective shareholder questions.
COMPENSATION
Xxxxxxxx (and not the Fund) agrees to compensate FTC for the services performed
under this Agreement in accordance with the attached Schedule X. Xxxxxxxx agrees
to pay all invoices within ten days of receipt.
PROPRIETARY AND CONFIDENTIAL INFORMATION
FTC agrees on behalf of itself and its directors, officers, employees and agents
to treat confidentially and as proprietary information regarding each Portfolio,
all records and other information relative to such Portfolio, and prior,
present, or potential shareholders of the Fund (and clients of said
shareholders), and not to use such records or information for any purpose other
than performance of its responsibilities and duties hereunder, except after
prior notification to and approval in writing by the Fund, which approval shall
not be unreasonably withheld and may not be withheld where FTC may be exposed to
civil or criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, or when so requested
by the Fund.
NOTICES
Notices of any kind to be given by either party to the other party shall be in
writing and shall be duly given if mailed or delivered as follows: Notice to FTC
shall be sent to Firstar Trust Company, 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX
00000, and notice to the Fund shall be sent to the Potomac Funds, located at 000
Xxxxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000.
TERMS OF AGREEMENT
This Agreement shall become effective upon its execution and shall continue
until terminated by either party upon sixty (60) days' prior written notice
given by one party to the other party. This Agreement and any rights or
obligations hereunder may not be assigned by either party without the written
consent of the other party. This Agreement may be amended by the mutual written
consent of both parties.
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CHOICE OF LAW
This Agreement shall be construed in accordance with the laws of the State of
Wisconsin. Trustees, officers and shareholders of the Fund and members and
employees of the Fund shall not be personally liable for obligations of the Fund
in connection with any matter arising from or in connection with this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above by their respective officers
thereunto duly authorized.
POTOMAC FUNDS FIRSTAR TRUST COMPANY
By:________________________________ By:_______________________________
Print:_____________________________ Print:____________________________
Title:_____________________________ Title: First Vice President
Date:______________________________ Date:_____________________________
Attest:____________________________ Attest:___________________________
XXXXXXXX ASSET MANAGEMENT, LLC
By:______________________________
Print:______________________________
Title:______________________________
Date:______________________________
Attest:______________________________
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