Shareholder Services Agreement Page 1
Exhibit (h)(viv) under Form N-1A
Exhibit 10 under Item 601/ Reg. S-K
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 0000
Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000-0000, and SouthTrust Bank, N.A., a
national banking association, having its principal office and business at
000 X. 00xx Xxxxxx, Xxxxxxxxxx, XX 00000 ("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:
0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000-0000, Attention:
President and if delivered to SouthTrust at 000 X. 00xx Xxxxxx,
Xxxxxxxxxx, XX 00000, 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/ Xxxx X. Xxxxxxxxx
--------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
SouthTrust Bank, N.A.
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
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/ Xxxx X. Xxxxxxxxx
--------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
SouthTrust Bank, N.A.
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
