0000950123-09-039314 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • August 28th, 2009 • First Funds • New York

AGREEMENT made this 31st day of March 2009, between First Funds (f/k/a Legacy Funds Group) (the “Trust”), having an office at 3435 Stelzer Road, Columbus, Ohio 43219, and Foreside Distribution Services, L.P. (“Distributor”), having an office at 10 High Street, Boston, Massachusetts 02110.

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COMPLIANCE SERVICES AGREEMENT
Compliance Services Agreement • August 28th, 2009 • First Funds • Ohio

AGREEMENT effective as of the 1st day of August, 2007, as amended and restated August 20, 2008, between First Funds (formerly known as Legacy Funds Group) (the “Trust”), a Massachusetts business trust having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219, and CITI FUND SERVICES OHIO, INC. (“Citi”), an Ohio corporation having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219.

FEE WAIVER AGREEMENT First Elite Money Market
Fee Waiver Agreement • August 28th, 2009 • First Funds

FEE WAIVER AGREEMENT, effective as of February 12, 2009, by and between First Financial Capital Advisors LLC (the “Investment Adviser”) and First Funds (the “Trust”), on behalf of First Elite Money Market (the “Fund”), a series of the Trust.

DISTRIBUTION SERVICES AGREEMENT
Distribution Services Agreement • August 28th, 2009 • First Funds • New York

AGREEMENT made effective as of March 31, 2009, by and between , FIRST FINANCIAL CAPITAL ADVISORS LLC, (the “Adviser”), having an office at 4000 Smith Road Suite 400, Cincinnati, OH 45209, and FORESIDE DISTRIBUTION SERVICES, L.P., (the “Distributor”), having an office at 10 High Street, Suite 302, Boston, Massachusetts, 02110.

AMENDMENT TO CO-ADMINISTRATION AGREEMENT, TRANSFER AGENCY AGREEMENT, OMNIBUS FEE AGREEMENT, COMPLIANCE SERVICES AGREEMENT AND FUND ACCOUNTING AGREEMENT
Co-Administration Agreement, Transfer Agency Agreement • August 28th, 2009 • First Funds

AMENDMENT made as of the ___day of July 2009, between FIRST FUNDS (formerly known as Legacy Funds Group), a Massachusetts business trust (the “Trust”), and CITI FUND SERVICES OHIO, INC. (formerly known as BISYS Fund Services Ohio, Inc.), an Ohio corporation (“Citi”), to the (i) Co-Administration Agreement, (ii) Transfer Agency Agreement, (iii) Fund Accounting Agreement and (iv) Omnibus Fee Agreement, each dated August 26, 2005 and (v) the Compliance Services Agreement dated August 1, 2007, between the Trust and Citi (as amended and in effect on the date hereof, each, an “Agreement” and collectively, the “Agreements”).

FIRST FUNDS EXPENSE LIMITATION AGREEMENT
First Funds Expense Limitation Agreement • August 28th, 2009 • First Funds • New York

THIS AGREEMENT, dated as of June 1, 2009, is made and entered into by and between First Funds, a Massachusetts business trust (the “Trust”), on behalf of its First Elite Money Market Fund series (the “Fund”), and Citi Fund Services Ohio, Inc. (“Citi”).

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