0000885092-02-000004 Sample Contracts

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
Investment Advisory and Management Agreement • March 1st, 2002 • First Funds • Tennessee

THIS INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT is made as of this 2nd day of July, 2001, between FIRST FUNDS, a business trust organized under the laws of the Commonwealth of Massachusetts (the "Trust"), on behalf of the Portfolios listed on Schedule A attached hereto (the "Portfolios") and BlackRock Institutional Management Corporation, a Delaware corporation organized under the laws of the State of Delaware ("BlackRock").

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INVESTMENT ADVISORY AND MANAGMENT AGREEMENT
Investment Advisory and Managment Agreement • March 1st, 2002 • First Funds • Tennessee

THIS INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT is made as of this ___day of ____, 2001, between FIRST FUNDS, a business trust organized under the laws of the Commonwealth of Massachusetts (the "Trust"), on behalf of the Portfolios listed on Schedule A attached hereto (the "Portfolios") and First Tennessee Bank National Association ("Bank").

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