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EXHIBIT 6(a)
DISTRIBUTION AGREEMENT
As of July 16, 1997
BISYS Fund Services, Inc.
0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
Gentlemen:
This is to confirm that, in consideration of the agreements hereinafter
contained, the undersigned, AmSouth Mutual Funds (the "Trust"), a Massachusetts
business trust, has agreed that BISYS Fund Services Limited Partnership d/b/a
BISYS Fund Services (the "Distributor") shall be, for the period of this
Agreement, the distributor of the units of beneficial interest of the investment
portfolios of the Trust identified on Schedule A hereto (the "Funds"). Such
units of beneficial interest are hereinafter called "Shares."
1. Services as Distributor.
------------------------
1.1 Distributor will act as agent for the distribution of the Shares
covered by the registration statement and prospectuses of the Trust then in
effect under the Securities Act of 1933 as amended.
1.2 Distributor agrees to use appropriate efforts to solicit orders for
the sale of the Shares and will undertake such advertising and promotion as it
believes reasonable in connection with such solicitation. The Trust understands
that Distributor may, in the future, be the distributor of the shares of several
investment companies or series (together, "Companies") including Companies
having investment objectives similar to those of the Trust. The Trust further
understands that investors and potential investors in the Trust may invest in
shares of such other Companies. The Trust agrees that Distributor's duties to
such Companies shall not be deemed in conflict with its duties to the Trust
under this paragraph 1.2.
Distributor shall, at its own expense, finance appropriate activities
which it deems reasonable which are primarily intended to result in the sale of
the Shares, including, but not limited to, advertising, compensation of
underwriters, dealers and sales personnel, the printing and mailing of
prospectuses to other than current Shareholders, and the printing and mailing of
sales literature.
1.3 All activities by Distributor and its partners, agents, and
employees as distributor of the Shares shall comply with all applicable laws,
rules and regulations, including, without limitation, all rules and regulations
made or adopted pursuant to the Investment Company Act of 1940 (the "1940 Act")
by the Securities and Exchange Commission or any securities association
registered under the Securities Exchange Act of 1934.
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1.4 Distributor will provide one or more persons, during normal
business hours, to respond to telephone questions with respect to the Trust.
1.5 Distributor will transmit any orders received by it for purchase or
redemption of the Shares to the transfer agent and custodian for the Funds.
1.6 Whenever in their judgment such action is warranted by unusual
market, economic or political conditions, or by abnormal circumstances of any
kind, the Trust's officers may decline to accept any orders for, or make any
sales of the Shares until such time as those officers deem it advisable to
accept such orders and to make such sales.
1.7 Distributor will act only on its own behalf as principal if it
chooses to enter into selling agreements with selected dealers or others.
1.8 The Trust agrees at its own expense to execute any and all
documents and to furnish any and all information and otherwise to take all
actions that may be reasonably necessary in connection with the qualification of
the Shares for sale in such states as Distributor may designate.
1.9 The Trust shall furnish from time to time, for use in connection
with the sale of the Shares, such information with respect to the Funds and the
Shares as Distributor may reasonably request; and the Trust warrants that the
statements contained in any such information shall fairly show or represent what
they purport to show or represent. The Trust shall also furnish Distributor upon
request with: (a) unaudited semi-annual statements of the Fund's books and
accounts prepared by the Trust, (b) quarterly earnings statements prepared by
the Trust, (c) a monthly itemized list of the securities in the Funds, (d)
monthly balance sheets as soon as practicable after the end of each month, and
(e) from time to time such additional information regarding the financial
condition of the Funds as Distributor may reasonably request.
1.10 The Trust represents to Distributor that all registration
statements and prospectuses filed by the Trust with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, with respect to the
Shares have been carefully prepared in conformity with the requirements of said
Act and rules and regulations of the Securities and Exchange Commission
thereunder. As used in this agreement the terms "registration statement" and
"prospectus" shall mean any registration statement and any prospectus and
Statement of Additional Information relating to the Funds filed with the
Securities and Exchange Commission and any amendments and supplements thereto
which at any time shall have been filed with the same Commission. The Trust
represents and warrants to Distributor that any registration statement and
prospectus, when such registration statement becomes effective, will contain all
statements required to be stated therein in conformity with said Act and the
rules and regulations of said Commission; that all statements of fact contained
in any such registration statement and prospectus will be true and correct when
such registration statement becomes effective; and that neither any registration
statement nor any prospectus when such registration statement becomes effective
will include an untrue statement of a
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material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading to a purchaser of the
Shares. The Trust may but shall not be obligated to propose from time to time
such amendment or amendments to any registration statement and such supplement
or supplements to any prospectus as, in the light of future developments, may,
in the opinion of the Trust's counsel, be necessary or advisable. If the Trust
shall not propose such amendment or amendments and/or supplement or supplements
within fifteen days after receipt by the Trust of a written request from
Distributor to do so, Distributor may, at its option, terminate this agreement.
The Trust shall not file any amendment to any registration statement or
supplement to any prospectus without giving Distributor reasonable notice
thereof in advance; provided, however, that nothing contained in this agreement
shall in any way limit the Trust's right to file at any time such amendments to
any registration statement and/or supplements to any prospectus, of whatever
character, as the Trust may deem advisable, such right being in all respects
absolute and unconditional.
1.11 The Trust authorizes Distributor and dealers to use any prospectus
in the form furnished from time to time in connection with the sale of the
Shares. The Trust agrees to indemnify, defend and hold Distributor, its several
partners and employees, and any person who controls Distributor within the
meaning of Section 15 of the Securities Act of 1933, as amended, free and
harmless from and against any and all claims, demands, liabilities and expenses
(including the cost of investigating or defending such claims, demands or
liabilities and any counsel fees incurred in connection therewith) which
Distributor, its partners and employees, or any such controlling person, may
incur under the Securities Act of 1933, as amended, or under common law or
otherwise, arising out of or based upon any untrue statement, or alleged untrue
statement, of a material fact contained in any registration statement or any
prospectus or arising out of or based upon any omission, or alleged omission, to
state a material fact required to be stated in either any registration statement
or any prospectus or necessary to make the statements in either thereof not
misleading; provided, however, that the Trust's agreement to indemnify
Distributor, its partners or employees, and any such controlling person shall
not be deemed to cover any claims, demands, liabilities or expenses arising out
of any statements or representations as are contained in any prospectus and in
such financial and other statements as are furnished in writing to the Trust by
Distributor and used in the answers to the registration statement or in the
corresponding statements made in the prospectus, or arising out of or based upon
any omission or alleged omission to state a material fact in connection with the
giving of such information required to be stated in such answers or necessary to
make the answers not misleading; and further provided that the Trust's agreement
to indemnify Distributor and the Trust's representations and warranties
hereinbefore set forth in paragraph 1.10 shall not be deemed to cover any
liability to the Trust or its Shareholders to which Distributor would otherwise
be subject by reason of willful misfeasance, bad faith or gross negligence in
the performance of its duties, or by reason of Distributor's reckless disregard
of its obligations and duties under this agreement. The Trust's agreement to
indemnify Distributor, its partners and employees, and any such controlling
person, as aforesaid, is expressly conditioned upon the Trust's being notified
of any action brought against Distributor, its partners or employees, or any
such controlling person, such notification to be given by letter or by telegram
addressed to the Trust at its principal office in Columbus, Ohio and sent to the
Trust by the person against whom such
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action is brought, within 10 days after the summons or other first legal process
shall have been served. The failure to so notify the Trust of any such action
shall not relieve the Trust from any liability which the Trust may have to the
person against whom such action is brought by reason of any such untrue, or
allegedly untrue, statement or omission, or alleged omission, otherwise than on
account of the Trust's indemnity agreement contained in this paragraph 1.11. The
Trust will be entitled to assume the defense of any suit brought to enforce any
such claim, demand or liability, but, in such case, such defense shall be
conducted by counsel of good standing chosen by the Trust and approved by
Distributor, which approval shall not be unreasonably withheld. In the event the
Trust elects to assume the defense of any such suit and retain counsel of good
standing approved by Distributor, the defendant or defendants in such suit shall
bear the fees and expenses of any additional counsel retained by any of them;
but in case the Trust does not elect to assume the defense of any such suit, or
in case Distributor reasonably does not approve of counsel chosen by the Trust,
the Trust will reimburse Distributor, its partners and employees, or the
controlling person or persons named as defendant or defendants in such suit, for
the fees and expenses of any counsel retained by Distributor or them. The
Trust's indemnification agreement contained in this paragraph 1.11 and the
Trust's representations and warranties in this agreement shall remain operative
and in full force and effect regardless of any investigation made by or on
behalf of Distributor, its partners and employees, or any controlling person,
and shall survive the delivery of any Shares. This agreement of indemnity will
inure exclusively to Distributor's benefit, to the benefit of its several
partners and employees, and their respective estates, and to the benefit of the
controlling persons and their successors. The Trust agrees promptly to notify
Distributor of the commencement of any litigation or proceedings against the
Trust or any of its officers or Trustees in connection with the issue and sale
of any Shares.
1.12 Distributor agrees to indemnify, defend and hold the Trust, its
several officers and Trustees and any person who controls the Trust within the
meaning of Section 15 of the Securities Act of 1933, as amended, free and
harmless from and against any and all claims, demands, liabilities and expenses
(including the costs of investigating or defending such claims, demands or
liabilities and any counsel fees incurred in connection therewith) which the
Trust, its officers or Trustees or any such controlling person, may incur under
the Securities Act of 1933, as amended, or under common law or otherwise, but
only to the extent that such liability or expense incurred by the Trust, its
officers or Trustees or such controlling person resulting from such claims or
demands, shall arise out of or be based upon any untrue, or alleged untrue,
statement of a material fact contained in information furnished in writing by
Distributor to the Trust and used in the answers to any of the items of the
registration statement or in the corresponding statements made in the
prospectus, or shall arise out of or be based upon any omission, or alleged
omission, to state a material fact in connection with such information furnished
in writing by Distributor to the Trust required to be stated in such answers or
necessary to make such information not misleading. Distributor's agreement to
indemnify the Trust, its officers and Trustees, and any such controlling person,
as aforesaid, is expressly conditioned upon Distributor's being notified of any
action brought against the Trust, its officers or Trustees, or any such
controlling person, such notification to be given by letter or telegram
addressed to Distributor at its principal office in Columbus, Ohio, and sent to
Distributor by the person against whom such action is brought, within 10 days
after the
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summons or other first legal process shall have been served. Distributor shall
have the right of first control of the defense of such action, with counsel of
its own choosing, satisfactory to the Trust, if such action is based solely upon
such alleged misstatement or omission on Distributor's part, and in any other
event the Trust, its officers or Trustees or such controlling person shall each
have the right to participate in the defense or preparation of the defense of
any such action. The failure to so notify Distributor of any such action shall
not relieve Distributor from any liability which Distributor may have to the
Trust, its officers or Trustees, or to such controlling person by reason of any
such untrue or alleged untrue statement, or omission or alleged omission,
otherwise than on account of Distributor's indemnity agreement contained in this
paragraph 1.12.
1.13 No Shares shall be offered by either Distributor or the Trust
under any of the provisions of this agreement and no orders for the purchase or
sale of Shares hereunder shall be accepted by the Trust if and so long as the
effectiveness of the registration statement then in effect or any necessary
amendments thereto shall be suspended under any of the provisions of the
Securities Act of 1933, as amended, or if and so long as a current prospectus as
required by Section 10(b)(2) of said Act, as amended, is not on file with the
Securities and Exchange Commission; provided, however, that nothing contained in
this paragraph 1.13 shall in any way restrict or have an application to or
bearing upon the Trust's obligation to repurchase Shares from any Shareholder in
accordance with the provisions of the Trust's prospectus, Declaration of Trust,
or By-laws.
1.14 The Trust agrees to advise Distributor as soon as reasonably
practical by a notice in writing delivered to Distributor or its counsel:
(a) of any request by the Securities and Exchange Commission
for amendments to the registration statement or prospectus then in
effect or for additional information;
(b) in the event of the issuance by the Securities and
Exchange Commission of any stop order suspending the effectiveness of
the registration statement or prospectus then in effect or the
initiation by service of process on the Trust of any proceeding for
that purpose;
(c) of the happening of any event that makes untrue any
statement of a material fact made in the registration statement or
prospectus then in effect or which requires the making of a change in
such registration statement or prospectus in order to make the
statements therein not misleading; and
(d) of all action of the Securities and Exchange Commission
with respect to any amendment to any registration statement or
prospectus which may from time to time be filed with the Securities and
Exchange Commission.
For purposes of this section, informal requests by or acts of the Staff
of the Securities and Exchange Commission shall not be deemed actions of or
requests by the Securities and Exchange Commission.
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1.15 Distributor agrees on behalf of itself and its partners and
employees to treat confidentially and as proprietary information of the Trust
all records and other information relative to the Trust and its prior, present
or potential Shareholders, and not to use such records and information for any
purpose other than performance of its responsibilities and duties hereunder,
except after prior notification to and approval in writing by the Trust, which
approval shall not be unreasonably withheld and may not be withheld where
Distributor may be exposed to civil or criminal contempt proceedings for failure
to comply, when requested to divulge such information by duly constituted
authorities, or when so requested by the Trust.
1.16 This agreement shall be governed by the laws of the Commonwealth
of Massachusetts.
2. Fees
----
2.1 The Distributor shall receive from certain classes of the Funds
identified on Schedule B hereto a distribution fee or a shareholder services fee
at the rate and upon the terms and conditions set forth in the Distribution and
Shareholder Servicing Plan dated March 12, 1997 (the "Distribution Plan"), or
the Shareholder Servicing Plan dated March 20, 1996 (the "Servicing Plan")
entered into between the Group and the Distributor on behalf of such classes.
The distribution fee shall be accrued daily and shall be paid on the first
business day of each month, or at such time(s) as the Distributor shall
reasonably request.
3. Front-End Load Shares -- Sale and Payment
-----------------------------------------
Pursuant to the Declaration of Trust, dated June 25, 1993, as amended,
each Fund may be divided into separate classes of Shares in which case the
Shares of one or more classes may be subject to a front-end sales load and may
be subject to the imposition of a shareholder services fee pursuant to the
Servicing Plan referred to above. To the extent that all Shares of a Fund are
sold at an offering price which includes a sales load or that Shares of one or
more classes of a Fund are sold at such an offering price, such Shares shall
hereinafter be referred to collectively as "Front-End Load Shares" and
individually as a "Front-End Load Share." Funds that contain Front-End Load
Shares shall hereinafter be referred to collectively as "Front-End Load Funds"
and individually as a "Front-End Load Fund." Under this Agreement, the following
provisions shall apply with respect to the sale of, and payment for, Front-End
Load Shares of the Front-End Load Funds identified on Schedule C hereto.
(a) The Distributor shall have the right, as principal, to purchase
Front-End Load Shares at their net asset value and to sell such Front-End Load
Shares to the public against orders therefor at the applicable public offering
price, as defined in Section 4 hereof. The Distributor shall also have the
right, as principal, to sell Front-End Load Shares to dealers against orders
therefor at the public offering price less a concession determined by the
Distributor, which concession shall not exceed the amount of the sales charge or
underwriting discount, if any, referred to in Section 4 below.
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(b) Prior to the time of delivery of any Front-End Load Shares by a
Front-End Load Fund to, or on the order of, the Distributor, the Distributor
shall pay or cause to be paid to the Front-End Load Fund or to its order an
amount in Boston or New York clearing house funds equal to the applicable net
asset value of such Shares. The Distributor may retain so much of any sales
charge or underwriting discount as is not allowed by the Distributor as a
concession to dealers.
4. Front-End Load Shares -- Public Offering Price
----------------------------------------------
The public offering price of a Front-End Load Share shall be the asset
value of such Front-End Load Share, plus any applicable sales charge, all as set
forth in the current prospectus of the Front-End Load Fund. The net asset value
of Shares shall be determined in accordance with the provisions of the Agreement
and Declaration of Trust and By-Laws of the Trust and the then current
prospectus of the Front-End Load Fund.
5. Front-End Load Shares -- Issuance of Shares
-------------------------------------------
The Trust reserves the right to issue, transfer or sell Front-End Load
Shares at net asset value (a) in connection with the merger or consolidation of
the Trust or the Front-End Load Fund(s) with any other investment company or the
acquisition by the Trust or the Front- End Load Fund(s) of all or substantially
all of the assets or of the outstanding Shares of any other investment company;
(b) in connection with a pro rata distribution directly to the holders of Shares
in the nature of a stock dividend or split; (c) upon the exercise of
subscription rights granted to the holders of Shares on a pro rata basis; (d) in
connection with the issuance of Front-End Load Shares pursuant to any exchange
and reinvestment privileges described in any then current prospectus of the
Front-End Load Fund; and (e) otherwise in accordance with any then current
prospectus of the Front-End Load Fund.
6. Sale of Shares Subject to a Contingent Deferred Sales Charge
------------------------------------------------------------
6.1. The Trust may offer Shares of a class subject to both a
contingent deferred sales charge (a "CDSC") and a Distribution Plan (a "CDSC
Class"). Additionally, shares of a class generally subject to a front-end load
may be offered by the Trust without the imposition of a front end sales load
under circumstances described in the Trust's prospectuses (hereinafter, "Front
End Load Exempt Shares"). Front End Load Exempt Shares may be subject to a CDSC
under circumstances described in the Trust's prospectuses. The Distributor may
pay brokers, dealers and other financial institutions and intermediaries
commissions with regard to the sale of CDSC and Front End Load Exempt Shares.
Under this Agreement, the following provisions shall apply with respect to
Shares of a CDSC Class as described in the prospectus(es) of the Funds and
identified on Schedule D hereto, as well as to Front End Load Exempt Shares.
(a) The Distributor shall be entitled to receive all CDSC payments on
Front End Load Exempt Shares and Shares of a CDSC Class. The Distributor may
assign or sell to a third party (a "CDSC Financing Entity") all or a part of
the CDSC payments that the
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Distributor is entitled to receive under this Agreement. The Distributor's right
to payment on such Shares, if assigned or sold to a CDSC Financing Entity, shall
continue after termination of this Agreement.
(b) (i) The Distributor shall be entitled to receive all distribution
and service fees at the rate and under the terms and conditions set forth in
the Distribution Plan adopted by a CDSC Class on all Shares of such CDSC Class
so long as the Plan is in effect. The Distributor may assign or sell to a CDSC
Financing Entity all or a part of the distribution fees the Distributor is
entitled to receive from the Trust under the Distribution Plan. The
Distributor's right to payment of distribution fees on such Shares, if assigned
or sold to a CDSC Financing Entity, shall continue after termination of this
Agreement. Otherwise, the right to receive all distribution and service fee
payments in respect of periods subsequent to the termination of this Agreement
shall terminate upon termination of this Agreement. In the event Distributor
assigns or sells all or a part of the CDSC payments or the distribution and
service fees referenced above to a CDSC Financing Entity and this Agreement is
subsequently terminated, Distributor shall have no obligation to assist the
CDSC Financing Entity in connection with such Entity's right to receive such
payments or fees subsequent to such termination.
(ii) The Distributor shall not be required to offer or sell
Shares of a CDSC Class unless and until it has received a binding commitment
from a CDSC Financing Entity (a "Commitment") satisfactory to the Distributor
which Commitment shall cover all expenses and fees related to the offer and sale
of such Shares of the CDSC Class including but not limited to dealer
reallowances, financing commitment fees, and legal fees. If at any time during
the term of this Agreement the then-current CDSC financing is terminated through
no fault of the Distributor, the Distributor shall have the right to immediately
cease offering or selling CDSC Shares until substitute financing becomes
effective.
(c) The Distributor and the Trust hereby agree that the terms and
conditions set forth herein regarding the offer and sale of Shares of a CDSC
Class may be amended upon approval of both parties in order to comply with the
terms and conditions of any agreement with a CDSC Financing Entity to finance
the costs for the offer and sale of Shares of a CDSC Class so long as such
terms and conditions are in compliance with the Plan.
7. Term and Matters Relating to the Trust as a
-------------------------------------------
Massachusetts Business Trust.
----------------------------
This agreement shall become effective on the date above first written
and, unless sooner terminated as provided herein, shall continue until January
31, 1998 and thereafter shall continue automatically for successive annual
periods ending on January 31 of each year, provided such continuance is
specifically approved at least annually by (i) the Trust's Board of Trustees or
(ii) by "vote of a majority of the outstanding Shares" (as defined below) of the
Fund, PROVIDED, HOWEVER, that in either event the continuance is also approved
by the majority of the Trust's Trustees who are not parties to the agreement or
interested persons (as defined in the 0000 Xxx) of any party to this agreement,
by vote cast in person at a meeting called for
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the purpose of voting on such approval. This agreement is terminable without
penalty, on not less than sixty days' notice, by the Trust's Board of Trustees,
by "vote of a majority of the outstanding Shares" (as defined below) of the Fund
or by Distributor. This agreement will also terminate automatically in the event
of its assignment (as defined in the 1940 Act). For purposes of this Agreement,
the term "vote of a majority of the outstanding Shares" shall mean the approval,
at a meeting of Shareholders duly called, of the lesser of (i) the holders of
67% or more of the votes present at any such meeting, if the holders of more
than 50% of the outstanding votes are present or represented by proxy thereat;
or (ii) the holders of more than 50% of the outstanding votes.
The names "AmSouth Mutual Funds" and "Trustees of AmSouth Mutual Funds"
refer respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under a Declaration of
Trust dated as of October 1, 1987 to which reference is hereby made and a copy
of which is on file at the office of the Secretary of State of The Commonwealth
of Massachusetts and elsewhere as required by law, and to any and all amendments
thereto so filed or hereafter filed. The obligations of "AmSouth Mutual Funds"
entered into in the name or on behalf thereof by any of the Trustees,
representatives or agents are made not individually, but in such capacities, and
are not binding upon any of the Trustees, Shareholders or representatives of the
Trust personally, but bind only the assets of the Trust, and all persons dealing
with any series of Shares of the Trust must look solely to the assets of the
Trust belonging to such series for the enforcement of any claims against the
Trust.
Please confirm that the foregoing is in accordance with your
understanding by indicating your acceptance hereof at the place below indicated,
whereupon it shall become a binding agreement between us.
Yours very truly,
AMSOUTH MUTUAL FUNDS
By:
Name: _______________________
Title: ______________________
Accepted:
BISYS FUND SERVICES LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc., General Partner
By: ___________________________
Name:___________________________
Title:___________________________
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SCHEDULE A
TO THE DISTRIBUTION AGREEMENT
BETWEEN
AMSOUTH MUTUAL FUNDS
AND
BISYS FUND SERVICES, INC.
DATED JULY 16, 1997
NAME OF FUND
---------------------
AmSouth Prime Obligations Fund
AmSouth U.S. Treasury Fund
AmSouth Tax Exempt Fund
AmSouth Equity Fund
AmSouth Regional Equity Fund
AmSouth Bond Fund
AmSouth Limited Maturity Fund
AmSouth Municipal Bond Fund
AmSouth Balanced Fund
AmSouth Government Income Fund
AmSouth Florida Tax-Free Fund
AmSouth Capital Growth Fund
AmSouth Small Cap Fund
AmSouth Equity Income Fund
AMSOUTH MUTUAL FUNDS
By:__________________________
Name: _______________________
Title:_______________________
BISYS FUND SERVICES
LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc.
General Partner
By:__________________________
Name: _______________________
Title:_______________________
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SCHEDULE B
TO THE DISTRIBUTION AGREEMENT
BETWEEN
AMSOUTH MUTUAL FUNDS
AND
BISYS FUND SERVICES, INC.
DATED JULY 16, 1997
Servicing Plan Funds Distribution Plan Funds
-------------------- -----------------------
Class A Shares of the AmSouth Class B Shares of the AmSouth
Prime Obligations Fund Prime Obligations Fund
Class A Shares of the AmSouth Class B Shares of the AmSouth
U.S. Treasury Fund Equity Fund
Class A Shares of the AmSouth Class B Shares of the AmSouth
Tax Exempt Fund Regional Equity Fund
Class A Shares of the AmSouth Class B Shares of the AmSouth
Equity Fund Bond Fund
Class A Shares of the AmSouth Class B Shares of the AmSouth
Regional Equity Fund Limited Maturity Fund
Class A Shares of the AmSouth Class B Shares of the AmSouth
Bond Fund Municipal Bond Fund
Class A Shares of the AmSouth Class B Shares of the AmSouth
Limited Maturity Fund Balanced Fund
Class A Shares of the AmSouth Class B Shares of the AmSouth
Municipal Bond Fund Government Income Fund
Class A Shares of the AmSouth Class B Shares of the AmSouth
Balanced Fund Florida Tax-Free Fund
Class A Shares of the AmSouth Class B Shares of the AmSouth
Government Income Fund Capital Growth Fund
Class A Shares of the AmSouth Class B Shares of the AmSouth
Florida Tax-Free Fund Small Cap Fund
Class A Shares of the AmSouth Class B Shares of the AmSouth
Capital Growth Fund Equity Income Fund
12
Servicing Plan Funds
--------------------
Class A Shares of the AmSouth
Small Cap Fund
Class A Shares of the AmSouth
Equity Income Fund
AMSOUTH MUTUAL FUNDS
By:_________________________
Name: _______________________
Title:_______________________
BISYS FUND SERVICES
LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc.
General Partner
By:__________________________
Name: _______________________
Title:_______________________
13
SCHEDULE C
TO THE DISTRIBUTION AGREEMENT
BETWEEN
AMSOUTH MUTUAL FUNDS
AND
BISYS FUND SERVICES, INC.
DATED JULY 16, 1997
Class A Shares of the AmSouth
Equity Fund
Class A Shares of the AmSouth
Regional Equity Fund
Class A Shares of the AmSouth
Bond Fund
Class A Shares of the AmSouth
Limited Maturity Fund
Class A Shares of the AmSouth
Municipal Bond Fund
Class A Shares of the AmSouth
Balanced Fund
Class A Shares of the AmSouth
Government Income Fund
Class A Shares of the AmSouth
Florida Tax-Free Fund
Class A Shares of the AmSouth
Capital Growth Fund
Class A Shares of the AmSouth
Small Cap Fund
Class A Shares of the AmSouth
Equity Income Fund
14
AMSOUTH MUTUAL FUNDS
By:_________________________
Name: ______________________
Title:______________________
BISYS FUND SERVICES
LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc.
General Partner
By:_________________________
Name: ______________________
Title:______________________
15
SCHEDULE D
TO THE DISTRIBUTION AGREEMENT
BETWEEN
AMSOUTH MUTUAL FUNDS
AND
BISYS FUND SERVICES, INC.
DATED JULY 16, 1997
Class B Shares of the AmSouth
Prime Obligations Fund
Class B Shares of the AmSouth
Equity Fund
Class B Shares of the AmSouth
Regional Equity Fund
Class B Shares of the AmSouth
Bond Fund
Class B Shares of the AmSouth
Limited Maturity Fund
Class B Shares of the AmSouth
Municipal Bond Fund
Class B Shares of the AmSouth
Balanced Fund
Class B Shares of the AmSouth
Government Income Fund
Class B Shares of the AmSouth
Florida Tax-Free Fund
Class B Shares of the AmSouth
Capital Growth Fund
Class B Shares of the AmSouth
Small Cap Fund
Class B Shares of the AmSouth
Equity Income Fund
16
AMSOUTH MUTUAL FUNDS
By:__________________________
Name: _______________________
Title:_______________________
BISYS FUND SERVICES
LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc.
General Partner
By:__________________________
Name: _______________________
Title:_______________________
