AMENDMENT NO. 2 TO FUND ACCOUNTING AND SHAREHOLDER RECORDKEEPING AGREEMENT BETWEEN SOUTHTRUST FUNDS AND FEDERATED SERVICES COMPANY

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

                            AMENDMENT NO. 2 TO
          FUND ACCOUNTING AND SHAREHOLDER RECORDKEEPING AGREEMENT
                                  BETWEEN
                             SOUTHTRUST FUNDS
                                    AND
                        FEDERATED SERVICES COMPANY

      This Amendment No. 2 to the Fund Accounting and Shareholder
Recordkeeping Agreement is made and entered into as of January 1, 2002 by
and between SouthTrust Funds, a Massachusetts business trust (the "Funds")
and Federated Services Company, a Pennsylvania corporation ("FSC").

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

      WHEREAS, FSC provides fund accounting and shareholder recordkeeping
services to the Funds pursuant to the Agreement;

      WHEREAS, FSC has, as permitted the terms of the Agreement,
subcontracted the fund accounting services to Xxxxx Xxxxxx Xxxx xxx Xxxxx
("Xxxxx Xxxxxx");

      WHEREAS, the Funds now desire to contract directly with State Street
for the provision of fund accounting services;

      WHEREAS, the Trust and FSC desire to amend the Agreement in certain
respects to reflect this desire;

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

1.    Effective as of January 1, 2002, FSC shall no longer provide the
fund accounting services described in the Agreement, including, but not
limited to, all fund accounting services described in Section One of the
Agreement.

2.    FSC and the Funds agree that the Funds shall contract directly with
State Street for the provision of all such services.

3.    Section 18 of the Agreement is amended by adding the following
sentence to the end of the Section:

      "The Trust's Declaration of Trust is on file with the Secretary of
      the Commonwealth of Massachusetts."


4.    The Funds and FSC hereby ratify and confirm all other terms,
conditions and provisions of the Agreement as remaining in full force and
effect.

      WITNESS the above due execution hereof as of the day and year first
written above.

                Federated Services Company SouthTrust Funds

Name:  /s/ Xxxxx X. Xxxxxxx         Name:  /s/ Xxxx X. Xxxxxxxxx
     -------------------------           -------------------------
Title:  Senior Vice President       Title:  Vice President