AMENDMENT TO FUND ACCOUNTING AGREEMENT
AMENDMENT made this 30th day of June, 2004, between AmSouth Funds
(hereinafter referred to as the "Trust"), a Massachusetts business trust having
its principal place of business at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx 00000, and
ASO Services Company, Inc. (hereinafter referred to as the "Fund Accountant"), a
Delaware corporation having its principal place of business at 0000 Xxxxxxx
Xxxx, Xxxxxxxx, Xxxx 00000.
WHEREAS, the Trust and the Fund Accountant entered into a Fund Accounting
Agreement dated January 1, 2001 (the "Agreement"), pursuant to which the Fund
Accountant performs fund accounting services for each Fund of the Trust;
WHEREAS, the Trust desires that the Fund Accountant provide certain
additional services in connection with the valuation of securities held in each
Fund's portfolio, and the Fund Accountant is willing to provide the services set
forth in this Amendment on the terms set forth herein; and
WHEREAS, Section 6, which governs the term of the Agreement, contains a
typographical error and the parties wish to correct this section of the
Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter contained, the Trust and the Fund Accountant hereby agree as
follows:
1. Services as Fund Accountant.
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(a) The sections or sub-sections of the Agreement pertaining to the
services of the Fund Accountant which involve calculating the net asset value
per share and obtaining pricing information for portfolio securities are amended
to reflect the following terms:
(i) Fund Accountant will calculate the net asset value per share ("NAV")
of each class of shares offered by each Fund in accordance with the
relevant provisions of the applicable Prospectus of each Fund and
applicable regulations under the 1940 Act;
(ii) In each calculation of NAV, the Fund Accountant will apply securities
pricing information as required or authorized under the terms of the
valuation policies and procedures of the Trust ("Valuation Procedures"),
including (A) pricing information from independent pricing services, with
respect to securities for which market quotations are readily available,
(B) if applicable to a particular Fund or Funds, fair value pricing
information or adjustment factors from independent fair value pricing
services or other vendors approved by the Trust (collectively, "Fair Value
Information Vendors") with respect to foreign securities where the level of
a movement in the U.S. securities market is sufficiently large to
constitute a significant event, as defined in the Valuation Procedures; and
(C) pricing information provided by the Pricing Committee.
(iii) Fund Accountant will periodically check a sampling of the fair value
prices provided by the Fair Value Information Vendors against the next
day's opening price of the foreign security in order to monitor and assess
the effectiveness of the fair value pricing.
(iv) For each quarterly meeting of the Board of Trustees of the Trust the
Fund Accountant will provide the members of the Board with a summary of the
fair value activities of the securities held for the previous quarter.
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(b) Consistent with the terms of the Agreement, in connection with the
services provided in 1(a) above, the Fund Accountant will maintain, keep and
preserve the books and records that are required to be maintained, kept and
preserved under Rule 31a-1 and Rule 31a-2 or other applicable regulations under
the 1940 Act, including those pertaining to (i) fair value prices and/or
adjustment factors provided by Fair Value Information Vendors, and (ii) market
prices for securities that are valued using fair value information provided by
Fair Value Information Vendors.
2. Compensation and Expenses.
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(a) As compensation for the services set forth above that relate to the
use of Fair Value Information Vendors ("Fair Value Support Services"), the Trust
shall pay to the Fund Accountant the additional compensation set forth on
Schedule A to this Amendment. Such compensation shall include:
(i) Additional Service Fees. The Trust shall pay an annual servicing fee
and a one time development fee as set forth on Schedule A.
(ii) Out-of-Pocket Expenses and Miscellaneous Charges. The Trust shall pay
out-of-pocket expenses and miscellaneous charges incurred by the Fund
Accountant as set forth on Schedule A.
(b) The compensation payable by the Trust to the Fund Accountant under
this Amendment shall be increased annually in an amount measured by the United
States Consumer Price Index as set forth on Schedule A.
(c) The compensation set forth under this Amendment is payable in
addition to the compensation otherwise payable under the Agreement.
3. Instructions and Compliance.
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The Trust hereby instructs and authorizes the Fund Accountant to provide
information pertaining to the Fund's portfolio to Fair Value Information Vendors
in connection with the fair value determinations made under the Trust's
Valuation Procedures and other legitimate purposes related to the Fair Value
Support Services to be provided hereunder,
The Trust understands and acknowledges that while the Fund Accountant's
services hereunder are intended to assist the Trust and its Board in its
obligations to price and monitor pricing of Fund portfolios, the Fund Accountant
does not assume responsibility for the accuracy or appropriateness of pricing
information or methodologies, including any fair value pricing information or
adjustment factors. The Trust retains its overall responsibilities to (i) adopt
policies and procedures to monitor for circumstances that may necessitate the
use of fair value prices, (ii) establish criteria for determining when market
quotations are no longer reliable for a particular portfolio security, (iii)
determine a methodology or methodologies by which the Trust determines the
current fair value of the portfolio security, and (iv) regularly review the
appropriateness and accuracy of the method used in valuing securities and make
any necessary adjustments.
4. Information to be Furnished by the Trust
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The Trust has approved, or shall approve, each independent pricing vendor
and Fair Value Information Vendor to be used by the Fund Accountant in rendering
fund accounting services, including Fair Value Support Services hereunder.
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The Trust has furnished the Fund Accountant with a copy of the Trust's
Security Valuation Procedures, and the Fund Accountant agrees to render its
services hereunder in a manner consistent with the Security Valuation
Procedures. The Trust will submit any material amendments to its Security
Valuation Procedures to the Fund Accountant, and any amendment that would have a
material impact upon the services to be rendered by the Fund Accountant or the
responsibilities of the Fund Accountant shall be subject to approval by the Fund
Accountant in good faith, including but not limited to the designation of any
additional Fair Value Information Vendor.
5. Term
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The first sentence of Section 6 of the Agreement is hereby revised to read
as follows: "The term of this Agreement shall commence on the Effective Date and
shall remain in effect, unless earlier terminated by either party hereto as
provided hereunder, until December 31, 2005 (the "Initial Term")."
6. Miscellaneous
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(a) Capitalized terms used but not defined in this Amendment have the
respective meanings ascribed to them in the Agreement.
(b) This Amendment supplements and amends the Agreement. The provisions
set forth in this Amendment supersede all prior negotiations, understandings and
agreements bearing upon the subject matter covered herein, including any
conflicting provisions of the Agreement or any provisions of the Agreement that
directly cover or indirectly bear upon matters covered under this Amendment.
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SCHEDULE A
TO THE AMENDMENT TO
FUND ACCOUNTING AGREEMENT
BETWEEN
AMSOUTH FUNDS
AND
ASO SERVICES COMPANY, INC.
ADDITIONAL SERVICE FEES
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One-time Development Fee, due upon the
execution of this Amendment: $10,000
Annual Fee for services provided by the Fund Accountant
under this Agreement
For each Fund with less than 200 securities $5,000
For each Fund with at least 200 securities $7,500
(The Annual Fee is to be billed in equal monthly installments in respect of each
Fund that the Trust designates as being subject to fair value determinations and
for which services are to be provided by the Fund Accountant hereunder.)
OUT-OF-POCKET EXPENSES AND MISCELLANEOUS CHARGES
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In addition to the above fees, the Fund Accountant shall be entitled to receive
payment for the actual costs incurred by the Fund Accountant to Fair Value
Information Vendors with respect to the provision of fair value pricing
information to the Fund Accountant for use in valuing the portfolio holdings of
a specific Fund or Funds. Such costs shall be incurred at the discounted group
rate made available to the Fund Accountant clients, if applicable.
The Trust shall pay to the Fund Accountant a charge for the pricing information
obtained with respect each of the securities held in the portfolio of each Fund,
which charge shall not exceed the charge that would be incurred if the Fund were
to obtain the information directly from the relevant vendor or vendors.
CPI ESCALATION
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The fixed fees and other fees expressed as stated dollar amounts in this
schedule and in the Agreement shall be increased annually commencing on the
one-year anniversary date of the Effective Date by the percentage increase since
the Effective Date in consumer prices for services as measured by the United
States Consumer Price Index entitled "All Services Less Rent of Shelter" or a
similar index should such index no longer be published.
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