Exhibit (h)(xiii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
FINANCIAL ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
AGREEMENT dated as of January 1, 2002 by and between SouthTrust Funds (the
"Trust") and State Street Bank and Trust Company ("State Street").
WHEREAS, the Trust is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended (the "1940
Act");
WHEREAS, the Trust desires to retain State Street as financial
administrator (the "Financial Administrator") to furnish certain financial
administrative services on behalf of certain portfolios of the Trust (the
"Portfolios");
WHEREAS, the Trust desires to retain State Street as accounting agent (the
"Accounting Agent") to perform certain accounting and recordkeeping
services on behalf of the Portfolios; and
WHEREAS, State Street is willing to perform such services on the terms
provided herein.
NOW, THEREFORE, the parties agree as follows:
I. APPOINTMENT
A. Of State Street as the Financial Administrator
The Trust hereby appoints State Street to act as Financial Administrator
with respect to the Trust for purposes of providing certain financial
administrative services for the period and on the terms set forth in this
Agreement. State Street accepts such appointment and agrees to render the
financial administrative services stated herein.
The Trust will initially consist of the Portfolios identified on Exhibit
A hereto. In the event that the Trust establishes one or more additional
Portfolios with respect to which it wishes to retain the Financial
Administrator to act as financial administrator hereunder, the Company
shall notify the Financial Administrator in writing. Upon such
notification, such Portfolio shall become subject to the provisions of
this Agreement to the same extent as the existing Portfolios, except to
the extent that such provisions (including those relating to compensation
and expenses payable by the Trust and its Portfolios) may be modified with
respect to each additional Portfolio in writing by the Trust and the
Financial Administrator at the time of the addition of the Portfolio.
B. Of State Street as the Accounting Agent
The Trust hereby appoints State Street to act as Accounting Agent with
respect to certain Portfolios for purposes of providing certain accounting
and recordkeeping services for the period and on the terms set forth in
this Agreement. State Street accepts such appointment and agrees to
render the accounting and recordkeeping services stated herein.
The Trust will initially consist of the Portfolios identified on Exhibit
A. In the event that the Trust establishes one or more additional
Portfolios with respect to which it wishes to retain the Accounting Agent
to act as accounting agent hereunder, the Company shall notify the
Accounting Agent in writing. Upon such notification, such Portfolio shall
become subject to the provisions of this Agreement to the same extent as
the existing Portfolios, except to the extent that such provisions
(including those relating to compensation and expenses payable by the
Trust and its Portfolios) may be modified with respect to each additional
Portfolio in writing by the Trust and the Accounting Agent at the time of
the addition of the Portfolio.
II. REPRESENTATIONS and WARRANTIES
A. By State Street . State Street represents and warrants that:
-----------------
1. It is a Massachusetts trust company, duly organized and existing
under the laws of The Commonwealth of Massachusetts;
2. It has the corporate power and authority to carry on its business in
the Commonwealth of Massachusetts;
3. All requisite corporate proceedings have been taken to authorized it
to enter into and perform this Agreement;
4. No legal or administrative proceedings have been instituted or
threatened which would impair State Street's ability to perform
its duties and obligations under this Agreement; and
5. Its entrance into this Agreement shall not cause a material breach
or be in material conflict with any other agreement or
obligation of State Street or any law or regulation applicable
to it.
b. By the Trust. The Trust represents and warrants that:
-------------
1. It is a business trust, duly organized, existing and in good
standing under the laws of Delaware;
2. It has the power and authority under applicable laws and by its
Agreement and Declaration of Trust to enter into and perform
this Agreement;
3. All requisite proceedings have been taken to authorize it to enter
into and perform this Agreement;
4. With respect to each Portfolio, it is an investment company properly
registered under the 1940 Act;
5. A registration statement under the 1933 Act and the 1940 Act has
been filed and will be effective and remain effective during
the term of this Agreement. The Trust also warrants that as of
the effective date of this Agreement, all necessary filings
under the securities laws of the states in which the Trust
offers or sells its shares have been made;
6. No legal or administrative proceedings have been instituted or
threatened which would impair the Trust's ability to perform
its duties and obligations under this Agreement;
7. Its entrance into this Agreement will not cause a material breach or
be in material conflict with any other agreement or obligation
of the Trust or any law or regulation applicable to it; and
8. As of the close of business on the date of this Agreement, the Trust
is authorized to issue shares of capital stock.
III. DUTIES of STATE STREET
a. As the Financial Administrator. The Financial Administrator shall
provide the following services, in each case, subject to the
control, supervision and direction of the Trust and the review and
comment by the Trust's auditors, administrator and legal counsel and
in accordance with procedures which may be established from time to
time between the Trust and the Financial Administrator:
1. Oversee the determination and publication of the Trust's net asset
value ("NAV") in accordance with the Trust's policy as adopted
from time to time by the Board of Trustees of the Trust (the
"Board");
2. Compile and deliver to the Trust, fund performance statistics
including yields and total returns;
3. Prepare and submit for approval by officers of the Trust a fund
expense budget, review expense calculations and arrange for
payment of the Trust's expenses;
4. Prepare for review and approval by officers of the Trust financial
information for the Trust's semi-annual reports, proxy
statements and other communications required or otherwise to be
sent to shareholders;
5. Prepare for review by an officer of and legal counsel for the Trust
the Trust's periodic financial reports required to be filed
with the Securities and Exchange Commission ("SEC") on Form
N-SAR and financial information required by Form N-1A and SEC
Rule 24f-2 notices and such other reports, forms or filings as
may be mutually agreed upon;
6. Prepare reports relating to the business and affairs of the Trust as
may be mutually agreed upon and not otherwise prepared by the
Trust's investment adviser, custodian, legal counsel or
independent accountants;
7. Make such reports and recommendations to the Trust concerning the
performance of the independent accountants as the Trust may
reasonably request;
8. Make such reports and recommendations to the Trust concerning the
performance and fees of the Trust's custodian and transfer and
dividend disbursing agent ("Transfer Agent") as the Trust may
reasonably request or deems appropriate;
9. Oversee and review calculations of fees paid to the Trust's
investment adviser, custodian, fund administrator and Transfer
Agent;
10. Consult with the Trust's officers, independent accountants, legal
counsel, custodian, fund administrator and Transfer Agent in
establishing the accounting policies of the Trust;
11. Respond to, or refer to the Trust's officers or Transfer Agent,
shareholder inquiries relating to the Trust;
12. Prepare fund income forecasts and submit for approval by officers of
the Trust, recommendations for fund income dividend
distributions;
13. Review and provide assistance on shareholder communications;
14. Provide data and cooperate in the creation of annual and semi-annual
N-SAR with the appropriate regulatory agencies;
15. Review text of "President's letters" to shareholders and
"Management's Discussion of Corporate Performance" (which shall
also be subject to review by the Trust's legal counsel); and
16. Maintain continuing awareness of significant emerging regulatory and
legislative developments which may affect the Trust, and
provide related planning assistance where requested or
appropriate.
The Financial Administrator shall provide the office facilities and the
personnel required by it to perform the services contemplated herein.
B. As the Accounting Agent.
------------------------
1. Books of Account. The Accounting Agent shall maintain the books of
account of the Trust and shall perform the following duties in
the manner prescribed by the Trust's currently effective
prospectus, statement of additional information or other
governing document, certified copies of which have been
supplied to the Accounting Agent (a "Governing Document"):
a. Value the assets of the Trust using: primarily, market
quotations including the use of matrix pricing supplied by
the independent pricing services selected by the Accounting
Agent in consultation with the Trust's investment adviser
(the "Adviser") and approved by the Board or sources
selected by the Adviser and reviewed by the Board;
secondarily, for securities for which no market price is
available, the Valuation Committee of the Board (the
"Committee") will determine a fair value in good faith.
Consistent with Rule 2a-4 of the 1940 Act, estimates may be
used where necessary or appropriate; or thirdly, such other
procedures as may be adopted by the Board. The Accounting
Agent is not the guarantor of the securities prices received
from such pricing agents and the Accounting Agent is not
liable to the Trust for potential errors in valuing a
Portfolio's assets or calculating the NAV per share of such
Portfolio or class when the calculations are based upon
inaccurate prices provided by pricing agents;
b. Determine the NAV per share of each Portfolio and/or class, at the
time and in the manner from time to time determined by the
Board and as set forth in the Prospectus of the Trust;
c. Calculate the net income of each of the Portfolios, if any;
d. Calculate realized capital gains or losses of each of the Portfolios
resulting from sale or disposition of assets, if any;
e. Maintain the general ledger and other accounts, books and financial
records of the Trust, including for each Portfolio, and/or
class, as required under Section 31(a) of the 1940 Act and
the Rules thereunder in connection with the services
provided by State Street;
f. At the request of the Trust, prepare various reports or other
financial documents in accordance with generally accepted
accounting principles as required by federal, state and
other applicable laws and regulations; and
g. Such other similar services as may be reasonably requested by the
Trust.
The Trust shall provide timely prior notice to the Accounting Agent of any
modification in the manner in which such calculations are to be performed
as prescribed in any revision to the Trust's governing document. The
Accounting Agent shall not be responsible for any revisions to the manner
in which such calculations are to be performed unless such revisions are
communicated in writing to the Accounting Agent.
2. Records. The Accounting Agent shall create and maintain all
records relating to its activities and obligations under this
Agreement in such a manner as will meet the obligations of the
Trust under the 1940 Act, specifically Section 31 thereof and
Rules 31a-1 and 31a-2 thereunder. All such records shall be
the property of the Trust and shall at all times during the
regular business hours of the Accounting Agent be open for
inspection by duly authorized officers, employees or agents of
the Trust and employees and agents of the Securities and
Exchange Commission. Subject to Section XVI below, the
Accounting Agent shall preserve for the period required by law
the records required to be maintained thereunder.
IV. DUTIES of the TRUST
A. Delivery of Documents. The Trust will promptly deliver to the
------------------------
Financial Administrator copies of each of the following documents and all
future amendments and supplements, if any:
1. The Trust's Agreement and Declaration of Trust;
2. The Trust's currently effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act") and the
1940 Act and the Trust's Prospectus(es) and Statement(s) of
Additional Information (the "Prospectus") relating to all
Portfolios and all amendments and supplements thereto as in
effect from time to time;
3. Certified copies of resolutions of the Board authorizing (a) the
Trust to enter into this Agreement and (b) certain individuals
on behalf of the Trust to (i) give instructions to the
Financial Administrator pursuant to this Agreement and (ii)
sign checks and pay expenses;
4. Copies of the Trust's Pricing Committee Procedures;
5. The investment advisory agreement between the Trust and its
investment adviser; and
6. Such other certificates, documents or opinions which the Financial
Administrator may, in its reasonable discretion, deem necessary
or appropriate in the proper performance of its duties.
The Trust shall provide, or shall cause a third party to provide, timely
notice to the Accounting Agent of all data reasonably required as a
condition to the Accounting Agent's performance described in Section III.B
hereunder.
State Street is authorized and instructed to rely upon any and all
information it receives from the Trust or any third party. State Street
shall have no responsibility to review, confirm or otherwise assume any
duty with respect to the accuracy or completeness of any data supplied to
it by or on behalf of the Trust.
If so directed to calculate the Trust's NAV, State Street shall value the
Trust's securities and other assets utilizing prices obtained from sources
designated by the Trust, or the Trust's duly-authorized agent, on a Price
Source Authorization substantially in the form attached hereto as Exhibit
B or otherwise designated by means of Proper Instructions (as such term is
defined herein) (collectively, the "Authorized Price Sources"). State
Street shall not be responsible for any revisions to the methods of
calculation adopted by the Trust unless and until such revisions are
communicated in writing to the Custodian.
B. Proper Instructions. The Trust shall communicate to State Street
by means of Proper Instructions. Proper Instructions shall mean (i) a
writing signed or initialed by one or more persons as the Board shall have
from time to time authorized or (ii) communication effected directly
between the Trust or its third-party agent and State Street by
electro-mechanical or electronic devices, provided that the Trust and
State Street have approved such procedures. State Street may rely upon
any Proper Instruction believed by it to be genuine and to have been
properly issued by or on behalf of the Trust. Oral instructions shall be
considered Proper Instructions if State Street reasonably believes them to
have been given by a person authorized to give such instructions. The
Trust shall cause all oral instructions to be confirmed in accordance with
clauses (i) or (ii) above, as appropriate. The Trust shall give timely
Proper Instructions to State Street in regard to matters affecting
accounting practices and State Street's performance pursuant to this
Agreement.
V. COMPLIANCE WITH GOVERNMENTAL RULES and REGULATIONS; RECORDS
The Trust assumes full responsibility for complying with all securities,
tax, commodities and other laws, rules and regulations applicable to it.
VI. WARRANTIES
If, prior to the Accounting Agent's calculation of the current NAV, the
Trust notifies the Accounting Agent that any of its accounting services
are erroneous in any material respect, the Accounting Agent shall endeavor
in a timely manner to correct such failure. Organizations from which the
Accounting Agent may obtain certain data included in the accounting
services are solely responsible for the contents of such data and the
Trust agrees to make no claim against the Accounting Agent arising out of
the contents of such third-party data including, but not limited to, the
accuracy thereof.
VII. FORCE MAJEURE
State Street shall have no liability for cessation of services hereunder
or any damages resulting therefrom to the Trust as a result of work
stoppage, power or other mechanical failure, natural disaster,
governmental action, computer viruses, communication disruption or other
impossibility of performance that, in each case, could not have been
prevented through the exercise of reasonable diligence.
VIII. INSTRUCTIONS and ADVICE
At any time, State Street may apply to any officer of the Trust for
instructions and may consult with its own legal counsel or outside counsel
for the Trust or the independent accountants for the Trust at the expense
of the Trust, provided that State Street first obtains consent of the
Trust which shall not be unreasonably withheld, with respect to any matter
arising in connection with the services to be performed by State Street
under the terms of this Agreement. In its capacity as the Financial
Administrator or as the Accounting Agent under the terms of this
Agreement, State Street shall not be liable, and shall be indemnified by
the Trust for any action taken or omitted by it in good faith reliance
upon any such instructions or advice or upon any paper or document
believed by it to be genuine and to have been signed by the proper person
or persons. State Street shall not be held to have notice of any change
of authority of any person until receipt of written notice thereof from
the Trust. Nothing in this paragraph shall be construed as imposing upon
State Street any obligation to seek such instructions or advice.
IX. NOTICES
All notices shall be in writing and deemed given when delivered in person,
by facsimile, by overnight delivery through a commercial courier service,
or by registered or certified mail, return receipt requested. Notices
shall be addressed to each party at its address set forth below, or such
other address as the recipient may have specified by earlier notice to the
sender:
If to State Street: LaFayette Corporate Center
▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
ATTN: ▇▇▇▇ ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (617) 662-____
If to the Trust: SOUTHTRUST FUNDS
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
ATTN: Secretary
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
X. CONFIDENTIALITY
State Street agrees that, except as otherwise required by law or in
connection with any required disclosure to a banking or other regulatory
authority, it will keep confidential all records and information in its
possession relating to the Trust or its shareholders or shareholder
accounts and will not disclose the same to any person except at the
request or with the written consent of the Trust.
XI. LIMITATION of LIABILITY and INDEMNIFICATION
State Street shall be responsible for the performance of only such duties
as are set forth in this Agreement and, except as otherwise provided under
Section XVI, shall have no responsibility for the actions or activities of
any other party, including other service providers. State Street shall
have no liability for any error of judgment or mistake of law or for any
loss or damage resulting from the performance or nonperformance of its
duties hereunder unless solely and directly caused by or resulting from
the negligence, reckless misconduct, willful malfeasance or lack of good
faith of State Street, its officers or employees. STATE STREET SHALL NOT
BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES
OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN
ANY WAY DUE TO THE TRUST'S USE OF THE SERVICES DESCRIBED HEREIN OR THE
PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET'S OBLIGATIONS UNDER THIS
AGREEMENT. This disclaimer applies without limitation to claims
regardless of the form of action, whether in contract (including
negligence), strict liability, or otherwise and regardless of whether such
damages are foreseeable.
The Trust shall indemnify and hold State Street harmless from all loss,
cost, damage and expense, including reasonable fees and expenses for
counsel, incurred by State Street resulting from any claim, demand, action
or suit in connection with State Street's acceptance of this Agreement,
any action or omission by it in the performance of its duties hereunder,
or as a result of acting upon any instructions reasonably believed by it
to have been duly authorized by the Trust, provided that this
indemnification shall not apply to actions or omissions of State Street,
its officers or employees in cases of its or their own negligence or
willful misconduct.
The indemnification contained herein shall survive the termination of this
Agreement.
XII. EXCLUSIVE REMEDY
State Street's total liability during any twelve-month period shall be
limited to actual or direct damage up to the greater of: (1) a maximum of
the aggregate amount of fees earned by State Street under Article XV
hereunder during the last twelve months prior to the time the event giving
rise to liability occurs or (2) $4 million.
XIII. SERVICES NOT EXCLUSIVE
The services of State Street to the Trust are not to be deemed exclusive
and State Street shall be free to render similar services to others.
State Street shall be deemed to be an independent contractor and shall,
unless otherwise expressly provided herein or authorized by the Trust from
time to time, have no authority to act or represent the Trust in any way
or otherwise be deemed an agent of the Trust.
XIV. TERM; TERMINATION; AMENDMENT
A. Term. This Agreement shall become effective on the date first
----
written above and shall remain in full force and effect unless either
party terminates this Agreement as provided herein.
B. Termination. Either party may terminate this Agreement by at
-----------
least sixty (60) days' prior written notice to the other party.
Termination of this Agreement with respect to any given Portfolio shall in
no way affect the continued validity of this Agreement with respect to any
other Portfolio.
Upon termination of this Agreement, the Trust shall pay to State Street
such compensation and any reimbursable expenses as may be due under the
terms hereof as of the date of such termination, including reasonable
out-of-pocket expenses associated with such termination.
C. Amendment. This Agreement may be modified or amended from time to
time by the mutual agreement of the parties hereto. No amendment to this
Agreement shall be effective unless it is in writing and signed by a duly
authorized representative of each party. The term "Agreement", as used
herein, includes all schedules and attachments hereto and any future
written amendments, modifications, or supplements made in accordance
herewith.
XV. FEES, EXPENSES and EXPENSE REIMBURSEMENT
State Street shall receive from the Trust a fee paid at an annual rate of
0.03% of the average daily net assets of the Fund. The fees are accrued
daily and billed monthly and shall be due and payable upon receipt of the
invoice. Upon the termination of this Agreement before the end of any
month, the fee for the part of the month before such termination shall be
prorated according to the proportion which such part bears to the full
monthly period and shall be payable upon the date of termination of this
Agreement. In addition, the Trust shall reimburse State Street for its
out-of-pocket costs incurred in connection with the use of pricing
services to obtain prices for portfolio securities.
The Trust agrees to promptly reimburse State Street for any equipment and
supplies specially ordered by or for the Trust through State Street and
for any other expenses not contemplated by this Agreement that State
Street may incur on the Trust's behalf at the Trust's request or with the
Trust's consent.
The Trust will bear all expenses that are incurred in its operation and
not specifically assumed by State Street. Expenses to be borne by the
Trust include, but are not limited to: Organization expenses; cost of
services of independent accountants and outside legal and tax counsel
(including such counsel's review of the Trust's registration statement,
proxy materials, federal and state tax qualification as a regulated
investment company and other reports and materials prepared by State
Street under this Agreement); cost of any services contracted for by the
Trust directly from parties other than State Street; cost of trading
operations and brokerage fees, commissions and transfer taxes in
connection with the purchase and sale of securities for the Trust;
investment advisory fees; taxes, insurance premiums and other fees and
expenses applicable to its operation; costs incidental to any meetings of
shareholders including, but not limited to, legal and accounting fees,
proxy filing fees and the costs of preparation, printing and mailing of
any proxy materials; costs incidental to Board meetings, including fees
and expenses of Board members; the salary and expenses of any officer,
director/trustee or employee of the Trust; costs incidental to the
preparation, printing and distribution of the Trust's registration
statements and any amendments thereto and shareholder reports; cost of
typesetting and printing of prospectuses; cost of preparation and filing
of the Trust's tax returns, Form N-1A or N-2 and Form N-SAR, and all
notices, registrations and amendments associated with applicable federal
and state tax and securities laws; fidelity bond and directors' and
officers' liability insurance; and cost of independent pricing services
used in computing the Trust's NAV.
State Street is authorized to and may employ or associate with such person
or persons as it may deem desirable to assist it in performing its duties
under this Agreement; provided, however, that the compensation of such
person or persons shall be paid by State Street and State Street shall be
as fully responsible to the Trust for the acts and omissions of any such
person or persons as it is for its own acts and omissions.
XVI. ASSIGNMENT; SUCCESSOR AGENT
A. Assignment. This Agreement shall not be assigned by either party
-----------
without the prior written consent of the other party, except that either
party may assign to a successor all of or a substantial portion of its
business, or to a party controlling, controlled by, or under common
control with such party.
B. Successor Agent. This Agreement shall be binding on and shall
inure to the benefit of each party and to their successors and permitted
assigns. If a successor agent for the Trust shall be appointed by the
Trust, State Street shall upon termination deliver to such successor agent
at the office of State Street all properties of the Trust held by it
hereunder.
In the event that no written order designating a successor agent or Proper
Instructions shall have been delivered to State Street on or before the
date when such termination shall become effective, then State Street shall
have the right to deliver to a bank or trust company, which is a "bank" as
defined in the 1940 Act, doing business in Boston, Massachusetts, of its
own selection, having an aggregate capital, surplus, and undivided
profits, as shown by its last published report, of not less than
$2,000,000, all properties held by State Street under this Agreement.
Thereafter, such bank or trust company shall be the successor of State
Street under this Agreement.
XVII. ENTIRE AGREEMENT
This Agreement (including all schedules and attachments hereto)
constitutes the entire Agreement between the parties with respect to the
subject matter hereof and terminates and supersedes all prior agreements,
representations, warranties, commitments, statements, negotiations and
undertakings with respect to such services to be performed hereunder
whether oral or in writing.
XXIII. WAIVER
The failure of a party to insist upon strict adherence to any term of this
Agreement on any occasion shall not be considered a waiver nor shall it
deprive such party of the right thereafter to insist upon strict adherence
to that term or any term of this Agreement. Any waiver must be in writing
signed by the waiving party.
XIX. HEADINGS NOT CONTROLLING
Headings used in this Agreement are for reference purposes only and shall
not be deemed a part of this Agreement.
XX. SURVIVAL
After expiration or termination of this Agreement, all provisions relating
to payment shall survive until completion of required payments. In
addition to those provisions which specifically provide for survival
beyond expiration or termination, all provisions regarding
indemnification, warranty, liability and limits thereon shall survive,
unless and until the expiration of any time period specified elsewhere in
this Agreement with respect to the provision in question.
XXI. SEVERABILITY
In the event any provision of this Agreement is held illegal, invalid,
void or unenforceable, the balance shall remain in effect, and if any
provision is inapplicable to any person or circumstance it shall
nevertheless remain applicable to all other persons and circumstances.
XXII. GOVERNING LAW; JURISDICTION
This Agreement shall be deemed to have been made in the Commonwealth of
Massachusetts and shall be governed by and construed under and in
accordance with the laws of the Commonwealth of Massachusetts without
giving effect to its conflict of laws principles and rules. The parties
agree that any dispute arising herefrom shall be subject to the exclusive
jurisdiction of courts sitting in the Commonwealth of Massachusetts.
XXIII. REPRODUCTION OF DOCUMENTS
This Agreement and all schedules, exhibits, attachments and amendments
hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties
hereto each agree that any such reproduction shall be admissible in
evidence as the original itself in any judicial or administrative
proceeding, whether or not the original is in existence and whether or not
such reproduction was made by a party in the regular course of business,
and that any enlargement, facsimile or further reproduction of such
reproduction shall likewise be admissible in evidence.
XXIV. MISCELLANEOUS
The Trust's Declaration of Trust is on file with the Secretary of the
Commonwealth of Massachusetts. This Agreement was executed by or on
behalf of the Trust and not by any person in their individual capacity.
Thus, the obligations of this Agreement are not binding upon any Trustee,
officer or shareholder of the Trust but are binding only upon the assets
and property of the Trust, or the particular Sub-Trust in question, as the
case may be.
[Remainder of Page Intentionally Blank]
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
STATE STREET BANK AND TRUST COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
SOUTHTRUST FUNDS
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
EXHIBIT A
SOUTHTRUST FUNDS
SouthTrust U.S. Treasury Money Market Fund
SouthTrust Income Fund
SouthTrust Bond Fund
SouthTrust Alabama Tax-Free Income Fund
SouthTrust Value Fund
SouthTrust Growth Fund
I:\Proprietary Board Funds\SouthTrust Funds\Disclosure Work In
Process\stfb\financial admin agreement.doc
To: State Street Bank and Trust Company
From:
Client Name: SouthTrust Bank
Client Address: SOUTHTRUST BANK OF ALABAMA
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ALL 35203
Date: 01/01/2002
Re: PRICE SOURCE AUTHORIZATION
Reference is made to the Financial Administration and Accounting Services
Agreement dated 01/01/02 between SouthTrust Funds (the "Trust") and State
Street Bank and Trust Company. Capitalized terms used in this Price
Source Authorization or in any attachment or supplement shall have the
meanings provided in the Financial Administration and Accounting Services
Agreement unless otherwise specified. Pursuant to the Financial
Administration and Accounting Services Agreement, the Trust hereby directs
State Street to calculate the net asset value ("NAV") of its Portfolios,
in accordance with the terms of the Trust's or Portfolio's currently
effective Prospectus. State Street will perform the NAV calculation
subject to the terms and conditions of the Financial Administration and
Accounting Services Agreement and this Authorization.
The Trust hereby authorizes State Street to use the pricing sources
specified on the attached Authorization Matrix (as amended from time to
time) as sources for prices of assets in calculating the net asset value
of the Portfolios. The Trust understands that State Street does not
assume responsibility for the accuracy of the quotations provided by the
specified pricing sources and that State Street shall have no liability
for any incorrect data provided by the pricing sources specified by the
Trust, unless directly caused by State Street's own negligence or willful
misconduct or the negligence or willful misconduct of an agent, including,
without limitation, any liability or expense suffered or incurred as a
result of the acts or omissions of the Trust or any third party agent or
Authorized Price Source whose data or services, including records, reports
and other information, State Street relies upon in performing accounting
services hereunder. The Trust also acknowledges that prices supplied by
the Trust or an affiliate may be subject to approval of the Trust's Board
and are not the responsibility of State Street.
The Trust agrees to indemnify and hold State Street harmless from any
claim, loss or damage arising as a result of using prices furnished by any
specified pricing source.
State Street agrees that written notice of any change in the name of any
specified pricing source will be sent to the Trust as such information is
available to State Street.
Kindly acknowledge your acceptance of the terms of this letter in the space
provided below.
SOUTHTRUST FUNDS
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------
Title: Vice President
The foregoing terms are hereby accepted
STATE STREET BANK AND TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (1/22/2002)
-----------------------------------
Vice President
2
AUTHORIZATION MATRIX to be attached to Price Source Authorization dated
01/01/2002.
COMPANY: SouthTrust Funds Effective Date:
--------------------------
01/01/2002 (supersedes prior Authorization Matrices)
-----------
---------------------------------------------------------------------------------------------------------------
Security Type Primary SecondaryTertiary Pricing Pricing Valuation
Source Source Source Logic Default Point
Logic
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
EQUITIES
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
U. S. Listed Equities
(NYSE, AMEX) Bridge Reuters IDC Last Mean Market
Close
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
U.S. OTC Equities (Nasdaq) Bridge Reuters IDC Last Mean Market
Close
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
Foreign Equities Bridge Reuters IDC Last Mean Market
Close
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
Listed ADR's Bridge Reuters IDC Last Mean Market
Close
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
FIXED INCOME
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
Municipal Bonds IDC ▇▇ ▇▇▇▇▇▇▇▇▇ Mean Evaluated
▇▇▇▇▇
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
US Bonds (Treasuries, MBS, IDC Bridge Bloomberg Mean Evaluated
ABS, Corporates)
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
Eurobonds/Foreign Bonds IDC FRI Bloomberg Last Bid
Corp
--------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
OTHER ASSETS
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
Options Bridge Reuters Bloomberg Last Mean Market
Close
--------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
Futures Bridge Reuters Bloomberg Last Mean Settlement
--------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
Non - Listed ADR's IDC Last Mean
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
----------------------------------------------
EXCHANGE RATES
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
------------- IDC Bloomberg Snapshot 12:00 Noon
Reuters
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
FORWARD POINTS
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------
Price Source and Methodology Authorization
Instructions: For each security type allowed by the Fund Prospectus, please
indicate the primary, secondary and tertiary source to be used in calculating
Net Asset Value for the Funds identified. NOTE: If Investment Manager is a
Pricing Source, please specify explicitly.
State Street performs a Data Quality review process as specified in the
Sources Status Pricing Matrix on the NAVigator Pricing System which
specifies pricing tolerance thresholds, index and price aging details. The
Sources Status Pricing Matrix will be provided for your information and
review.
AUTHORIZED BY: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------------------------------------------
ACCEPTED: _/S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 1/22/2002
Vice President
State Street Vice President
----------------------------------------------------------------------------------------------------------------------
Explanation of Fields
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
Client: Indicate the name of the Client and the Fund name or if multiple funds, attach a list of fund names.
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
Primary Source: Indicate the primary source for prices for the security type. If an Investment Manager is a pricing
source, please specify explicitly.
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
Secondary Source: Indicate the secondary source for prices for the security type. If an Investment Manager is a pricing
source, please specify explicitly.
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
Tertiary Source: Indicate the tertiary (3rd level) source for prices for the security type. If an Investment Manager
is a pricing source, please specify
explicitly.
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
Pricing Logic Indicate the price type to be referenced for the security type: Ask, Bid, Close, Evaluated, Last, etc.
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
Pricing Default LogiIndicate the price type to be referenced for the security type: Ask, Bid, Close, Evaluated, Last,
etc. in the instance where the
preferred price type is not available.
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
Authorized By: Provide the signature of the person authorizing the completion of the Price Source Authorization
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
Date: Indicate the date the Price Source Authorization was completed
----------------------------------------------------------------------------------------------------------------------
STATE STREET
------------
SouthTrust Funds
Accounting and Fund Administration Fee Schedule
FUND ACCOUNTING SERVICES:
Maintain investment ledgers, provide selected general ledger reports,
provide selected portfolio transactions, position and income reports.
Maintain general ledger and capital stock accounts. Prepare daily trial
balance. Calculate net asset value daily.
FUND ADMINISTRATION SERVICES:
Reporting/
Audit Coordination: Semi-annual and annual financial statement
preparation, NSAR preparation and filing, drafting
of Form 24 notice, audit co-ordination including
completion of audit letters, rating and survey
agency reporting and daily and periodic client
reporting
Performance: Total returns (before and after tax) and SEC
Yield calculation oversight
Treasury Services: Expense budgeting and invoice processing,
distribution forecasting, NAV oversight
----------------------------------------------------------------------
Fees
----------------------------------------------------------------------
The fee below is an annual charge, billed and payable monthly, based
on average monthly net assets.
Fund Accounting and Fund Administration (Domestic and Global)
3.0 BP
Pricing Charges Billed as incurred
Out of Pocket
All other out of pockets Waived
----------------------------------------------------------------------
Payment
----------------------------------------------------------------------
The above fees invoiced monthly. Payment is due 10 business days after
the invoice is mailed to the fund's offices.
SOUTHTRUST FUNDS STATE STREET
BY: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ BY: /s/ ▇▇▇▇▇▇ (illegible)
--------------------------------- ---------------------------------
TITLE: Vice President TITLE: Vice President
DATE: 1/24/02 DATE: 1/16/02