SCHEDULE C Fees and Expenses Fund Accounting and Shareholder Recordkeeping Agreement

                                                 Exhibit 9(vi) under Form N-1A
                                            Exhibit 10 under Item 601/Reg. S-K


                          AMENDMENT NO. 1 TO SCHEDULE C
             FUND ACCOUNTING AND SHAREHOLDER RECORDKEEPING AGREEMENT

         This Amendment No. 1 to Schedule C of Fund  Accounting and  Shareholder
Recordkeeping  Agreement  is made and  entered  into as of April 1,  1994 by and
between the SouthTrust  Vulcan Funds (the  "Trust"),  a  Massachusetts  business
trust, and Federated  Administrative  Services,  assignee of Federated  Services
Company ("Services"), a Delaware business trust.

         WHEREAS,  the Trust and  Services  entered into a Fund  Accounting  and
Shareholder Recordkeeping Agreement dated April 2, 1993 (the "Agreement"); and

     WHEREAS,  the Trust and  Services  have  agreed to amend the  Agreement  in
certain respects;

         NOW  THEREFORE,  the  parties  intending  to be legally  bound agree as
follows:

     1.  Schedule C to the  Agreement  is amended by deleting the Schedule C and
replacing it with the following:

                                   SCHEDULE C
                                Fees and Expenses
             Fund Accounting and Shareholder Recordkeeping Agreement




                                                                                                   

I.  Transfer Agency Services
   Base Fee* (Annual fee per fund, class or other subdivision)                                    $24,000
   Account Fee* (Annual account charge)
       (includes system access and funds control and reconcilement
            Daily dividend fund                                                                    $16.00
            Monthly dividend fund                                                                  $10.00
            Quarterly dividend fund                                                                $10.00
            Contingent Deferred Sales Charge (Additionally)                                        $  5.00
                 (monthly and quarterly funds only)
            Closed Accounts*                                                                       $  1.20
                 (annual)
            Termination Fee (One time charge)                                                     $20,000
II.  Shareholder Services
   Other Account Fees* (Services or features not covered above)
            Account Activity Processing                                                            $  3.50
                 (includes account establishment, transaction and maintenance processing)
            Account Servicing                                                                      $  4.50
                 (includes shareholder servicing and correspondence)

*   All fees are annualized and will be prorated on a monthly basis for billing         purposes.  Out-of-pocket
expenses are not covered by these fees.







     WITNESS the due execution hereof this November 1, 1996.

Attest:                               SOUTHTRUST VULCAN FUNDS



/s/ Xxxxx X. Xxxxxxx                  By:/s/ C. Xxxxxxxxx Xxxxxxx
Secretary                             Vice President


Attest:                               FEDERATED SHAREHOLDER
                                      SERVICES COMPANY
                                      (formerly  Federated Services Company)



/s/ Xxxxxx X. Xxxx                    By:/s/ R. Xxxxxxx Xxxx
Secretary                                          President