Item 77Q.1(a) Exhibit
SHAREHOLDER SERVICES AGREEMENT
THIS AGREEMENT, made and entered into as of the 31st day of December,
1998, by and between SouthTrust Funds (the "Trust") on behalf of its
portfolios and/or classes thereof on Exhibit A (individually referred to
herein as a "Fund" and collectively as "Funds"), s may be amended from
time to time, having their principal office and place of business at ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, and SouthTrust Bank, N.A., a
national banking association, having its principal office and business at ▇▇▇
▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("SouthTrust").
1. The Funds hereby appoint SouthTrust to render or cause to be rendered
personal services to shareholders of the Funds and/or the maintenance of
accounts of shareholders of the Funds ("Services"). In addition to
providing Services directly to shareholders of the Funds, SouthTrust is
hereby appointed the Funds' agent to select, negotiate and subcontract
for the performance of Services. SouthTrust hereby accepts such
appointments. SouthTrust agrees to provide or cause to be provided
Services which, in its best judgment (subject to supervision and control
of the Funds' Boards of Trustees), are necessary or desirable for
shareholders of the Funds. SouthTrust further agrees to provide the
Funds, upon request, a written description of the Services which
SouthTrust is providing hereunder.
2. During the term of this Agreement, each Fund will pay SouthTrust and
SouthTrust agrees to accept as full compensation for its services
rendered hereunder a fee at an annual rate, calculated daily and payable
monthly, as set forth on Exhibit A hereto.
For the payment period in which this Agreement becomes effective or
terminates with respect to any Fund, there shall be an appropriate
proration of the monthly fee on the basis of the number of days that
this Agreement is in effect with respect to such Fund during the month.
3. This Agreement shall continue in effect for one year from the date of
its execution, and thereafter for successive periods of one year only if
the form of this Agreement is approved at least annually by the Board of
the Trust on behalf of each Fund, including a majority of the members of
the Board of the Fund who are not interested persons of the Fund
("Independent Board Members") cast in person at a meeting called for
that purpose.
4. Notwithstanding paragraph 3, this Agreement may be terminated as
follows:
(a) at any time, without the payment of any penalty, by the vote of a
majority of the Independent Board Members of any Fund or by a vote
of a majority of the outstanding voting securities of any Fund as
defined in the Investment Company Act of 1940 on sixty (60) days'
written notice to the parties to this Agreement;
(b) automatically in the event of the Agreement's assignment as defined
in the Investment Company Act of 1940; and
(c) by any party to the Agreement without cause by giving the other
party at least sixty (60) days' written notice of its intention to
terminate.
5. SouthTrust agrees to obtain any taxpayer identification number
certification from each shareholder of the Funds to which it provides
Services that is required under Section 3406 of the Internal Revenue
Code, and any applicable Treasury regulations, and to provide each Fund
or its designee with timely written notice of any failure to obtain such
taxpayer identification number certification in order to enable the
implementation of any required backup withholding.
6. SouthTrust shall not be liable for any error of judgment or mistake of
law or for any loss suffered by any Fund in connection with the matters
to which this Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement. SouthTrust shall be
entitled to rely on and may act upon advice of counsel (who may be
counsel for such Fund) on all matters, and shall be without liability
for any action reasonably taken or omitted pursuant to such advice. Any
person, even though also an officer, trustee, partner, employee or agent
of SouthTrust, who may be or become a member of such Fund's Board,
officer, employee or agent of any Fund, shall be deemed, when rendering
services to such Fund or acting on any business of such Fund (other than
services or business in connection with the duties of SouthTrust
hereunder) to be rendering such services to or acting solely for such
Fund and not as an officer, trustee, partner, employee or agent or one
under the control or direction of SouthTrust even though paid by
SouthTrust.
This Section 6 shall survive termination of this Agreement.
7. No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the
party against which an enforcement of the change, waiver, discharge or
termination is sought.
8. SouthTrust is expressly put on notice of the limitation of liability as
set forth in the Declaration of Trust of each Fund that is a
Massachusetts business trust and agrees that the obligations assumed by
each Fund pursuant to this Agreement shall be limited in any case to
such Fund and its assets and that SouthTrust shall not seek satisfaction
of any such obligations from the shareholders of such Fund, the
Trustees, Officers, Employees or Agents of such Fund, or any of them.
9. The execution and delivery of this Agreement have been authorized by the
Trustees of SouthTrust and signed by an authorized officer of
SouthTrust, acting as such, and neither such authorization by such
Trustees nor such execution and delivery by such officer shall be deemed
to have been made by any of them individually or to impose any liability
on any of them personally, and the obligations of this Agreement are not
binding upon any of the Trustees or shareholders of SouthTrust, but bind
only the trust property of SouthTrust as provided in the Declaration of
Trust of SouthTrust.
10. Notices of any kind to be given hereunder shall be in writing (including
facsimile communication) and shall be duly given if delivered to any
Fund and to such Fund at the following address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: President and if delivered to
SouthTrust at ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention:
President.
11. This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject
hereof whether oral or written. If any provision of this Agreement
shall be held or made invalid by a court or regulatory agency decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. Subject to the provisions of Sections 3 and 4,
hereof, this Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and shall
be governed by Pennsylvania law; provided, however, that nothing herein
shall be construed in a manner inconsistent with the Investment Company
Act of 1940 or any rule or regulation promulgated by the Securities and
Exchange Commission thereunder.
12. This Agreement may be executed by different parties on separate
counterparts, each of which, when so executed and delivered, shall be an
original, and all such counterparts shall together constitute one and
the same instrument.
13. This Agreement shall not be assigned by any party without the prior
written consent of SouthTrust in the case of assignment by any Fund, or
of the Funds in the case of assignment by SouthTrust, except that any
party may assign to a successor all of or a substantial portion of its
business to a party controlling, controlled by, or under common control
with such party. Nothing in this Section 14 shall prevent SouthTrust
from delegating its responsibilities to another entity to the extent
provided herein.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
SouthTrust Funds
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
SouthTrust Bank, N.A.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
EXHIBIT A
to the
Shareholder Services Agreement
SouthTrust Funds
SouthTrust Core Equity Fund
SouthTrust Bond Fund
SouthTrust Income Fund
SouthTrust Treasury Obligations Money Market Fund
This Shareholder Services Agreement is adopted by SouthTrust Funds with
respect to the portfolios and/or class(es) of the Trust set forth above.
In compensation for the services provided pursuant to this Shareholder
Services Agreement, SouthTrust will be paid a monthly fee computed at the
annual rate of .25 of 1% of the average aggregate net asset value of each Fund
held during the month.
Witness the due execution hereof this 31st day of December, 1998.
SouthTrust Funds
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
SouthTrust Bank, N.A.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
Current as of: 8/18/94
