Item 77Q.1b
Exhibits
Amendment to
Investment Advisory Contract
between
SouthTrust Funds
and
SouthTrust Investment Advisers
This Amendment to the Investment Advisory Contract
("Agreement") dated May 6, 1992, between SouthTrust Funds
("Fund") and SouthTrust Investment Advisers ("Service
Provider") is made and entered into as of the 16th day
of March, 2001.
WHEREAS, the Fund has entered into the Agreement with
the Service Provider;
WHEREAS, the Securities and Exchange Commission has
adopted Regulation S-P at 17 CFR Part 248 to protect the
privacy of individuals who obtain a financial product or service
for personal, family or household use;
WHEREAS, Regulation S-P permits financial institutions,
such as the Fund, to disclose 'nonpublic personal information'
("NPI") of its "customers" and "consumers" (as those terms
are therein defined in Regulation S-P) to affiliated and
nonaffiliated third parties of the Fund, without giving such
customers and consumers the ability to opt out of such disclosure,
for the limited purposes of processing and servicing transactions
(17 CFR SS 248.14) ("Section 248.14 NPI"); for specified law
enforcement and miscellaneous purposes (17 CFR SS 248.15)
("Section 248.15 NPI") ; and to service providers or in connection
with joint marketing arrangements (17
CFR SS 248.13) ("Section 248.13 NPI");
WHEREAS, Regulation S-P provides that the right of a
customer and consumer to opt out of having his or her NPI disclosed
pursuant to 17 CFR SS 248.7 and 17 CFR SS 248.10 does not apply
when the NPI is disclosed to service providers or in connection
with joint marketing arrangements, provided the Fund and third
party enter into a contractual agreement that prohibits the third
party from disclosing or using the information other than to carry
out the purposes for which the Fund disclosed the information
(17 CFR Ss 248.13);
NOW, THEREFORE, the parties intending to be legally bound
agree as follows:
The Fund and the Service Provider hereby acknowledge that
the Fund may disclose shareholder NPI to the Service Provider as
agent of the Fund and solely in furtherance of fulfilling the
Service Provider's contractual obligations under the Agreement
in the ordinary course of business to support the Fund and
its shareholders.
The Service Provider hereby agrees to be bound to use and
redisclose such NPI only for the limited purpose of fulfilling its
duties and obligations under the Agreement, for law enforcement and
miscellaneous purposes as permitted in 17 CFR SSSS 248.15, or in
connection with joint marketing arrangements that the Funds may
establish with the Service Provider in accordance with
the limited exception set forth in 17 CFR SS 248.13.
The Service Provider further represents and warrants that,
in accordance with 17 CFR SS 248.30, it has implemented, and will
continue to carry out for the term of the Agreement, policies and
procedures reasonably designed to:
* insure the security and confidentiality of records and NPI
of Fund customers,
* protect against any anticipated threats or hazards to the
security or integrity of Fund customer records and NPI, and
* protect against unauthorized access to or use of such Fund
customer records or NPI that could result in substantial harm or
inconvenience to any Fund customer.
4. The Service Provider may redisclose Section 248.13 NPI only
to: (a) the Funds and affiliated persons of the Funds ("Fund
Affiliates"); (b) affiliated persons of the Service Provider
("Service Provider Affiliates") (which in turn may disclose or use
the information only to the extent permitted under the original
receipt); (c) a third party not affiliated with the Service
Provider of the Funds ("Nonaffiliated Third Party") under the
service and processing (SS248.14) or miscellaneous (SS248.15)
exceptions, but only in the ordinary course of business to carry
out the activity covered by the exception under which the Service
Provider received the information in the first instance; and (d) a
Nonaffiliated Third Party under the service provider and
joint marketing exception (SS248.13), provided the Service Provider
enters into a written contract with the Nonaffiliated Third Party
that prohibits the Nonaffiliated Third Party from disclosing or
using the information other than to carry out the purposes for
which the Funds disclosed the information in the first instance.
5. The Service Provider may redisclose Section 248.14 NPI and
Section 248.15 NPI to: (a) the Funds and Fund Affiliates; (b)
Service Provider Affiliates (which in turn may disclose the
information to the same extent permitted under the original receipt);
and (c) a Nonaffiliated Third Party to whom the Funds might
lawfully have disclosed NPI directly.
6. The Service Provider is obligated to maintain beyond the
termination date of the Agreement the confidentiality of any NPI it
receives from the Fund in connection with the Agreement or any
joint marketing arrangement, and hereby agrees that this Amendment
shall survive such termination.
WITNESS the due execution hereof this 16th day of March, 2001.
SouthTrust Funds
By: /s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
SouthTrust Investment Advisers
By: /s/ C. Xxxx Xxxxx
Name: C. Xxxx Xxxxx
Title: Executive Vice President
Current as of: 8/18/94
