EXHIBIT H(VIII) UNDER FORM N-1A
EXHIBIT 10 UNDER ITEM 601/ REG. S-K
SUB-TRANSFER AGENCY AND SERVICE AGREEMENT
APPOINTMENT BY FEDERATED SERVICES COMPANY
AGREEMENT made as of the ___ day of ___________, 1998, by and among
FEDERATED SERVICES COMPANY, a Delaware business trust having its principal
office and place of business at Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779, (the "TA"), CPI QUALIFIED PLAN CONSULTANTS, INC.,
having its principal office and place of business at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ (the "Agent") and those certain investment companies listed
on Exhibit A (the "FUNDS").
WHEREAS, TA has entered into Transfer Agency and Service Agreements or
Fund Accounting and Shareholder Recordkeeping Agreements ("TA Agreement(s)")
with the Funds, pursuant to which the Funds have appointed TA as transfer agent,
dividend disbursing agent and agent in connection with certain other activities
with regard to the Funds and each portfolio thereunder; and
WHEREAS, the Agent provides daily valuation and daily processing services
for accounts (the "Beneficial Share Accounts") with respect to those
shareholders of the Funds (the "Beneficial Shareholders") who are participants
in the retirement plans (the "Plans"); and
WHEREAS, the Agent maintains a plan account (the "Plan Account") in each
Fund registered in the Plans name on the books and records of each Fund
maintained by the TA which represents holdings of the Shareholders in each Fund;
and
WHEREAS, the Funds desire and instruct TA to appoint Agent as its agent,
and Agent is willing to accept such appointment, to carry out certain
recordkeeping and administrative services on behalf of the Funds with respect to
the Shareholder Accounts;
NOW THEREFORE, in consideration of the premises and mutual
promises herein set forth, TA and Agent hereto agree as follows:
Article 1. APPOINTMENT OF AGENT.
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TA appoints Agent as its agent to carry out certain services on behalf of the
Funds with respect to the Shareholders and the Shareholders Accounts. Agent
hereby agrees to accept such appointment and to carry out such responsibilities
upon the terms and conditions set forth herein. TA or Agent may contract with or
establish relationships with other parties for the provision of services or
activities of Agent required by this agreement, however, Agent shall be
nevertheless responsible to TA and the Funds as though it were performing all
such services or activities itself.
Article 2. DUTIES OF AGENT.
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Agent agrees that it will perform the following services with respect to the
Shareholder Accounts in accordance with the operating procedures (the
"Procedures") attached hereto as Exhibit B and made a part hereof as may be
provided or changed from time to time by TA, the Fund or Agent.
The Procedures shall be consistent with the prospectus and Statement of
Additional Information ("Prospectus") of the Funds:
A. Purchases
(1) Pursuant to purchase orders and in accordance with the Fund's
current Prospectus, as well as the Procedures, mutually agreed
upon by TA, Agent or the Funds. Agent shall compute and issue the
appropriate number of authorized and issued shares of a Fund
("Shares") and hold such Shares in the appropriate Beneficial
Shareholder Accounts of any Fund.
(2) In the event that any check or other order including those by
electronic communication, for the purchase of Shares of the Fund
is returned unpaid for any reason, Agent shall debit the
Shareholder Account by the number of Shares that had been credited
to his account upon receipt of the check or other order, promptly
mail a debit advice to the Shareholder, and notify TA of its
action through debits and credits to the Plan Account. In the
event that the amount paid for such Shares exceeds proceeds of the
redemption of such Shares plus the amount of any dividends paid
with respect to such Shares, Agent will reimburse such excess to
the Fund or its distributor. Any adjustment to Shares by Agent
will be included as soon as possible in a future net transaction
to the Plan Account.
B. Distribution
(1) Upon notification by the Fund of the declaration of any
distribution to a Fund's Beneficial Shareholders, Agent shall act
as Agent for the Dividend Disbursing Agent of the Fund in
accordance with the provisions of its governing document and the
then current Prospectus of the Fund and as such shall prepare and
mail or credit income, capital gain, or any other payments to
Beneficial Shareholders. In connection with the Beneficial
Shareholder Accounts maintained by Agent, Agent shall reconcile
the amounts so requested and the amounts actually received with
the Plan Account on a daily basis. If a Beneficial Shareholder is
entitled to receive additional Shares by virtue of any such
distribution or dividend, appropriate credits shall be made to the
Beneficial Shareholder's Account by Agent; and
(2) Agent shall maintain records of account for each Fund and advise
TA as to the foregoing through the Plan Account.
C. Redemptions and Transfers
(1) Agent shall receive redemption requests and redemption directions
and, if such redemption requests comply with the procedures as may
be described in the Fund Prospectus, process such requests. Agent
shall notify TA on a daily basis of the total amount of redemption
requests processed and monies paid to Agent through action on the
Plan Account.
(2) At the appropriate time as and when it receives monies through
action on the Plan Account with respect to any redemption, Agent
shall pay over or cause to be paid over in the appropriate manner
such monies as instructed by the redeeming Beneficial
Shareholders, pursuant to procedures described in the then current
Prospectus of the Fund and in accordance with the Procedures.
(3) Agent shall effect transfers of Shares on behalf of the Beneficial
Shareholders thereof.
(4) Agent shall identify and process abandoned accounts and uncashed
checks for state escheat requirements on an annual basis and
report such actions.
D. Recordkeeping
(1) Agent shall record the issuance of shares of the Fund and maintain
pursuant to applicable rules of the Securities and Exchange
Commission ("SEC") a record of the total number of shares of the
Fund through the Plan Account which are issued and outstanding.
Agent shall also provide the TA on a regular basis or upon
reasonable request with the total number of Shares which are
authorized and issued and outstanding, but shall have no
obligation when recording the issuance of Shares, except as
otherwise set forth herein, to monitor the issuance of such shares
or to take cognizance of any laws relating to the issue or sale of
such Shares, which functions shall be the sole responsibility of
the TA.
(2) Agent shall establish and maintain records pursuant to applicable
rules of the SEC relating to the services to be performed
hereunder to include a record for each Shareholder Account of the
following:
(a) Name, address and tax identifying number (and
whether such number has been certified);
(b) Number of Shares held;
(c) Historical information regarding the account,
including dividends paid and date and price for
all transactions;
(d) Any stop or restraining order placed against the
account;
(e) Information with respect to withholdings in the case of a
foreign account or an account for which withholding is
required by the Internal Revenue Code;
(f) Any dividend reinvestment order, plan application,
dividend address and correspondence relating to
the current maintenance of the account;
(g) Any information required in order for Agent to perform the
calculations contemplated or required by this Appointment.
(3) Agent shall preserve any such records required to be maintained
pursuant to the rules of the SEC for the periods prescribed in
said rules, which are as of the time of execution of this
agreement, as specifically noted below. Such record retention
shall be at the expense of Agent, and such records may be
inspected and audited by the Fund and TA at reasonable times.
Agent may, at its option at any time, turn over to the Fund and
cease to retain in Agent's files, records and documents created
and maintained by Agent pursuant to this Appointment, which are no
longer needed by Agent in performance of its services or for its
protection. If not so turned over to the Fund, such records and
documents will be retained by Agent for six years from the year of
creation, during the first two of which such documents will be in
readily accessible form. At the end of the six year period, such
records and documents may be destroyed. It is understood that
Agent shall not be required to provide the names and addresses of
Agents customers to Federated Services Company, the Funds or their
representatives, unless applicable laws otherwise require.
(4) Agent shall provide periodic notification to TA regarding all
fees, asset-based or otherwise, whenever paid or deducted, to
which Agent is entitled. If an audit by or at the direction of TA
or the Fund(s) reveals that Agent has been overpaid, then Agent
shall pay reasonable costs of TA or the Fund(s) of conducting the
audit in addition to the overpaid amount.
E. Customary Services
1) Agent shall furnish to the Fund periodically the
following information:
(a) The total number of Shares issued and outstanding in each
state for "blue sky" purposes as determined according to
Proper Instructions delivered from time to time by the Fund
to Agent;
(b) Such other information as may be agreed upon from time to
time between Agent and the Fund.
(2) Agent shall prepare in the appropriate form, file with the
Internal Revenue Service and appropriate state agencies, and, if
required, mail to Shareholders, such notices for reporting
dividends and distributions paid as are required to be so filed
and mailed and shall withhold such sums as are required to be
withheld under applicable federal and state income tax laws, rules
and regulations.
(3) In addition to and not in lieu of the services set forth
above, Agent shall:
(a) Perform all of the customary services of a
transfer agent, dividend disbursing agent and, as
relevant, agent in connection with accumulation,
open-account or similar plans (including without
limitation any periodic investment plan or
periodic withdrawal program), including but not
limited to: maintaining all Beneficial
Shareholder Accounts, mailing Shareholder reports
and Prospectuses to current Shareholders,
withholding taxes on accounts subject to back-up
or other withholding (including non-resident alien
accounts), preparing and filing reports on U.S.
Treasury Department Form 1099 and other
appropriate forms required with respect to
dividends and distributions by federal authorities
for all Beneficial Shareholders, preparing and
mailing confirmation forms and statements of
account to Shareholders for all purchases and
redemptions of Shares and other confirmable
transactions in Beneficial Shareholder Accounts,
preparing and mailing activity statements for
Beneficial Shareholders, and providing Shareholder
Account information; and
(b) Provide a system which will enable the Fund to
monitor the total number of Shares of each Fund
sold in each state ("blue sky reporting"). The
Fund shall by Proper Instructions (i) identify to
Agent those transactions and assets to be treated
as exempt from the blue sky reporting for each
state and (ii) verify the classification of
transactions for each state on the system prior to
activation and thereafter monitor the daily
activity for each state. The responsibility of
Agent for each Fund's state blue sky registration
status is limited solely to the recording of the
initial classification of transactions or accounts
with regard to blue sky compliance and the
reporting of such transactions and accounts to the
Fund as provided above.
F. Other Duties
(1) Agent shall answer correspondence from Shareholders relating to
the Beneficial Shareholder Accounts and such other correspondence
as may from time to time be addressed to Agent;
(2) Agent shall respond to nominee mailings from the Fund, mail proxy
cards and other material supplied to it by the Fund in connection
with Shareholder Meetings of each Fund; receive, examine and
tabulate returned proxies and as a nominee vote accordingly.
Article 3. FEES AND EXPENSES.
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A. Annual Fee
For performance by Agent pursuant to this Appointment, TA agrees to pay
Agent an annual fee of $12.00 per participant account. Such fees may be
changed from time to time subject to mutual written agreement between
Agent and the TA.
B. Payment
Agent will provide Federated with
1. Total number of participants invested in the Funds.
2. Number of participants per each mutual fund listed in
Exhibit A.
3. An invoice for the total fee due to the Agent.
Article 4. REPRESENTATIONS AND WARRANTIES.
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A. Representations and Warranties of Agent
Agent represents and warrants to TA and the Funds that:
(1) It is a corporation duly organized and existing and in good
standing under the laws of the state of Kansas.
(2) It is duly qualified to carry on its business in the
state of Kansas.
(3) It is empowered under applicable laws and by its charter and
by-laws to enter into and perform this Agreement.
(4) All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement.
(5) It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
(6) It is in compliance with federal securities law requirements and
duly registered and in good standing as a transfer agent.
(7) Agent hereby represents that it does not now own any shares or
hold the power to vote any Shares of the Funds which are
registered in the name of Agent or the name of its nominee and
which are maintained in Agent's Plan Accounts.
B. Representations and Warranties of TA
TA represents and warrants to Agent that:
(1) It is a trust duly organized and existing and in good standing
under the laws of the State of Delaware.
(2) It is duly qualified to carry on its business in the
State of Delaware.
(3) It is empowered under applicable laws and by its charter and
by-laws and by the Funds to enter into and perform this
Appointment.
(4) All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Appointment.
(5) It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Appointment.
(6) It is in compliance with federal securities law requirements and
in good standing as a transfer agent.
It is understood and agreed that TA makes no representation or warranty
as to whether payment of the fees contemplated herein with respect to a
retirement plan constitutes a prohibited transaction as defined in
ss.406 of The Employee Retirement Income Security Act of 1974 (ERISA)
(29 U.S.C. 1106), or ss.4975 of The Internal Revenue Code of 1986 as
amended (IRC) (26 U.S.C. ss.4975).
C. Representations and Warranties of the Funds
The Funds hereby represent and warrant that:
(1) The Funds either are or are a component of a business trust or
corporation duly organized and existing and in good standing under
the laws of the Commonwealth of Massachusetts, the State of
Maryland or the State of Wisconsin ("Investment Company").
(2) Investment Company is empowered under applicable laws and by its
Declaration of Trust or Articles of Incorporation ("Declaration of
Trust") and By-Laws to enter into the TA Agreement.
(3) All corporate proceedings required by said Declaration of Trust
and By-Laws have been taken to authorize it to enter into and
perform the TA Agreement.
(4) Investment Company is an open-end investment company registered
under the ▇▇▇▇ ▇▇▇.
(5) A registration statement under the 1933 Act will be effective, and
appropriate state securities law filings have been made and will
continue to be made, with respect to all Shares of each Fund being
offered for sale.
Article 5. COVENANTS.
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A. Covenants of Agent
Agent covenants that with regard to the Plan Accounts:
(1) Agent shall utilize and employ all reasonable control procedures
available in its performance of the services rendered hereunder
and of which Agent is advised, and Agent shall promptly advise TA
of any errors or mistakes in the data or information transmitted
to TA, the records maintained or output generated hereby and,
using normal audit and control procedures, Agent shall verify all
output received from TA;
(2) Agent shall transmit to TA, in the formats and form specified by
TA in the Procedures, all information and data required in
connection therewith so that the output shall be complete and
accurate. Agent shall be responsible and liable for the cost or
expense of regenerating any output if Agent shall have failed to
transmit any such data or information and/or verify any such data
or information;
(3) In the event Agent shall erroneously transmit information or shall
transmit incorrect information or data to TA, Agent shall correct
such information and data and retransmit the same to TA;
(4) Agent shall be responsible and liable for the cost or expense of
regenerating any data or information regarding Beneficial
Shareholder Accounts if Agent failed to verify and reconcile any
such data or information before it is generated for the Funds by
TA;
(5) All information furnished to or obtained by Agent pertaining to
TA's System Facilities, procedures, program and data base is
confidential and proprietary to TA, and Agent shall not disclose
such information, directly or indirectly, to any third party
except to the extent that Agent is required by law to make such
disclosures;
(6) Agent shall make its facilities and records available for
inspection and examination by the TA or its representatives during
normal business hours in order that the TA may determine the
quality of Agent's performance of its duties and responsibilities
hereunder;
(7) Agent shall, at all times, maintain adequate insurance coverage to
satisfy all of its reasonably anticipatable liabilities hereunder
and under the TA Agreements; and
(8) Agent shall assume full responsibility for the state escheatment
and abandoned property laws governing the Beneficial Shareholders
for which it is acting as agent hereunder.
(9) Agent shall assure that it is in adequate financial health, and
provide its financials to TA and/or the Funds on a quarterly basis
or as requested by TA and/or the Funds.
B. Covenants of TA
TA covenants that TA shall promptly advise Agent of any errors or
mistakes in the data or information transmitted to Agent, the records or
output generated thereby, and, using normal audit and control
procedures, TA shall verify all output received from Agent.
Article 6. STANDARD OF CARE/INDEMNIFICATION.
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A. Standard of Care
Agent shall be held to a standard of reasonable care in carrying out the
provisions of this Appointment; provided, however that Agent shall be
held to any higher standard of care which would be imposed upon Agent by
any applicable law or regulation even though such stated standard of
care was not part of this Appointment.
B. Indemnification by Agent
TA and the Funds and their officers, directors and employees shall not
be responsible for and Agent shall indemnify and hold TA and the Funds
and their officers directors and employees harmless against any and all
losses, damages, costs, charges, counsel fees, payments, expenses and
liabilities arising out of or attributable to:
(1) The Agent's refusal or failure to comply with the terms of this
Agreement, or which arise out of the Agent's lack of good faith,
gross negligence or willful misconduct or which arise out of the
breach of any material representation or warranty of Agent
hereunder.
(2) The reliance on or use by Fund or TA or their agents or
subcontractors of information, records and documents in proper
form which
(a) are received by Fund or TA or their agents or subcontractors
and furnished to them by or on behalf of Agent, regarding
the purchase, redemption or transfer of shares and
Shareholder Account information, amount of sales of shares
in each respective state, or
(b) have been prepared and/or maintained by Agent or its
affiliates or any other person or firm on behalf of Agent.
Provided, however, that TA shall not be protected by this Article
6.B. from liability for any act or omission resulting from TA's
lack of good faith, negligence, or willful misconduct.
C. Reliance
At any time TA or Agent may apply to any officer of the Investment
Company for instructions, and may consult with legal counsel with
respect to any matter arising in connection with the services to be
performed by TA or Agent under this Agreement, and TA and its agents or
subcontractors and Agent and its agents or subcontractors shall not be
liable and shall be indemnified by the appropriate Fund for any action
reasonably taken or omitted by it in reliance upon such instructions or
upon the opinion of such counsel provided such action is not in
violation of applicable Federal or state laws or regulations.
D. Indemnification by TA
Agent and its officers, directors and employees shall not be responsible
for and TA shall indemnify and hold Agent and its officers, directors
and employees harmless against any and all losses, damages, costs,
charges, counsel fees, payments, expenses and liabilities arising out of
or attributable to:
(1) TA's refusal or failure to comply with the terms of this
Agreement, or which arise out of TA's lack of good faith, gross
negligence or willful misconduct or which arise out of the
material breach of any representation or warranty of TA hereunder.
(2) The reliance on or use by Agent or its agents or
subcontractors of information, records and documents in
proper form which
(a) are received by Agent or its agents or subcontractors and
furnished to them by or on behalf of TA, regarding the
purchase, redemption or transfer of shares and Shareholder
Account information, amount of sales of shares in each
respective state, or
(b) have been prepared and/or maintained by TA or its affiliates
or any other person or firm on behalf of TA.
Provided, however, that Agent shall not be protected by this
Article 6.D. from liability for any act or omission resulting from
Agent's lack of good faith, gross negligence, or willful
misconduct.
E. Notification
In order that the indemnification provisions contained in this Article 6
shall apply, upon the assertion of a claim for which either party may be
required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the
other party advised with respect to all developments concerning such
claim. The party who may be required to indemnify shall have the option
to participate with the party seeking indemnification in the defense of
such claim. The party seeking indemnification shall in no case confess
any claim or make any compromise in any case in which the other party
may be required to indemnify it except with the other party's prior
written consent.
Article 7. AMENDMENT.
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TA shall not agree to any amendment or waiver of the provisions of the TA
Agreement which would effect Agent's interests hereunder without the written
consent of Agent, which shall not be unreasonably withheld. This Agreement may
be terminated at any time by sixty (60) days' written notice given by Agent to
TA or by TA to Agent; provided, however, that this Agreement may be terminated
immediately at any time by TA in the event that the TA Agreement is terminated,
or in the event that Agent fails to cure a breach of, or a failure to perform
its duties under this Appointment within thirty (30) days following written
notice of such breach or failure. Should a party exercise its rights to
terminate, all out-of-pocket expenses associated with the movement of records
and materials will be borne by that party or the appropriate Fund. Additionally,
the injured party reserves the right to charge for any other reasonable expenses
associated with such termination. Article 8. MISCELLANEOUS.
A. Each party agrees to perform such further acts and execute such further
documents as are necessary to effectuate the purposes hereof. This
Agreement shall be construed and enforced in accordance with and
governed by the laws of the Commonwealth of Massachusetts. This
Agreement may be executed simultaneously in counterparts, each of which
taken together shall constitute one and the same instrument.
B. The provisions of this Agreement shall in no way limit the authority of
the Funds or their representatives to take such action as it or they may
deem appropriate or advisable in connection with all matters relating to
the operations of such Fund and/or sale of its shares.
C. From time to time additional investment companies may be added
to Exhibit A hereto by written notice to Agent or TA.
D. It is understood and agreed that in performing the Services
under this Agreement, Agent shall not be acting as an agent
for the Funds.
Article 9. NOTICES.
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Except as otherwise specifically provided herein, Notices and other writings may
be delivered or mailed postage prepaid to the Funds and Federated Services
Company at Federated ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇, to
TA at Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779, and to
Agent at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇, President, or to such other address as the Funds, Federated Services
Company, TA or Agent may hereafter specify, shall be deemed to have been
properly delivered or given hereunder to the respective address. Article 10.
LIMITATIONS OF LIABILITY OF BOARD MEMBERS AND SHAREHOLDERS
OF THE PARTIES TO THE AGREEMENT.
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The execution and delivery of this Agreement have been authorized by the Boards
of each party and signed by an authorized officer of each party, acting as such,
and neither such authorization by such Board Members 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 Board Members or
Shareholders of the parties, but bind only the appropriate property as provided
in their Charter or Bylaws.
Article 11. MERGER OF AGREEMENT.
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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.
Article 12. FORCE MAJEURE.
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No party to this agreement shall have any liability for cessation of services
hereunder or any damages resulting therefrom to any other party hereunder as a
result of work stoppage, power or other mechanical failure, natural disaster,
governmental action, communication disruption or other impossibility of
performance. Article 13. LIMITATION OF LIABILITY.
Agent is hereby expressly put on notice of the limitation of liability as set
forth in the Declaration of Trust of certain of the Funds and TA and agrees that
the obligations assumed by certain of the Fund and TA pursuant to this Agreement
shall be limited in any case to those certain Fund and TA and their respective
assets, and Agent shall not seek satisfaction of any such obligation from the
shareholders of those certain Fund or TA, the Trustees, officers, employees or
sub-transfer agents of those certain Fund or TA, or any of them. Article 14.
SEVERABILITY.
In the event any provision of this Agreement is held illegal, void or
unenforceable, the balance shall remain in effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf under their seals by and through
their duly authorized officers, as of the day and year first above written.
FEDERATED SERVICES COMPANY
By:
---------------------------------------
Name:
Title:
CPI QUALIFIED PLAN CONSULTANTS, INC.
By:
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Name:
Title:
SOUTHTRUST VULCAN FUNDS
By:
---------------------------------------
Name:
Title:
SUPERSEDED BY AMEND. #1 TO EXHIBIT A DATED 8/1/99 BOND FUND CHANGED ITS NAME TO
SOUTHTRUST BOND FUND - 6/30/98 INCOME FUND CHANGED ITS NAME TO SOUTHTRUST INCOME
FUND - 6/30/98 STOCK FUND CHANGED ITS NAME TO SOUTHTRUST CORE EQUITY FUND -
6/30/98 TREASURY OBLIGATIONS MONEY MARKET FUND CHANGED ITS NAME TO SOUTHTRUST
TREASURY OBLIGATIONS MONEY MARKET FUND - 6/30/98
EXHIBIT A
THE FUNDS
SOUTHTRUST VULCAN FUNDS
Bond Fund
Income Fund
Stock Fund
Treasury Obligtions Money Market Fund
AMENDMENT #1 TO EXHIBIT A
TO THE
SUB-TRANSFER AGENCY AND SERVICE AGREEMENT
THE FUNDS
SOUTHTRUST FUNDS
SouthTrust Bond Fund
SouthTrust Income Fund
SouthTrust Value Fund
SouthTrust U.S. Treasury Money Market Fund
SouthTrust Alabama Tax-Free Income Fund
SouthTrust Growth Fund
REVISED: August 1, 1999
EXHIBIT B
SUB-TRANSFER AGENT AGREEMENT
OPERATING PROCEDURES
Transfer Agent will establish separate accounts for the interest of each
Plan in each of the Funds. Agent will maintain participant accounts. Agent will
separately place orders for each Plan directly to each fund, or its specified
agent, in accordance with the procedures listed below.
The procedures shall be consistent with the terms of each Fund's prospectus and
the requirements of the Investment Company Act of 1940, and shall cause Agent to
be responsible, without limitation, for notifying each Fund regarding the number
of shares, and dollar value, purchased or sold by each Plan, the date of the
transaction and such other information as the Funds may reasonably request. 1.
All orders accepted and transmitted by Agent hereunder with respect
to each Plan on any business day will be based upon instructions
that it received from the Plan's participants, sponsor and/or
authorized committee in proper form no later than 4:00 p.m. ET. on
that business day (day 1).
2. Funds will furnish Agent by 7:00 p.m. (day 1) a confirmed net asset
value per share and any appropriate accrual/dividend factors for all
Funds on Exhibit A of this agreement.
3. The Transfer Agent will accept net trade orders from the Agent until 8:00
a.m. of the following business day (day 2). These trades, given the receipt
of summarized participant activity underlying these net trades are received
on the participant trade date (day 1) before 4:00 p.m. E.T. (as outlined in
#2 above), will receive the net asset value share priced for such fund as of
the close of business on the participant trade date (day 1).
4. The settlement date for all trades is day 2. Settlements are on a basis of
Fed Wire transfer between the trustee in its capacity as trustee or
custodian of the Plan (the "Trustee") and the Fund.
5. Transfer agent shall cause each Fund to furnish Agent a confirmation with
respect to each order placed hereunder by the close of business on the
business day immediately following placement of the order. Immediately upon
receipt of each confirmation the Agent shall verify its accuracy and shall
notify Transfer Agent of any errors appearing thereon.
6. Funds shall promptly furnish Trustee notice of any dividends or distribution
payable on the shares of each fund. As such dividends and distributions
shall be automatically reinvested in additional shares of the fund held by
the Trustee for the Plans, Transfer Agent shall notify Trustee as to the
number of shares so issued. Transfer Agent shall also provide Agent with
semi-annual and annual reports for each Fund and other such information with
respect to each Fund as Trustee may reasonably request.