Exhibit (e)(1)(c)
AMENDMENT NO. 2 TO
DISTRIBUTION AGREEMENT
This Amendment ("Amendment") is made as of July 24, 2002 between AmSouth
Funds (the "Fund"), an open-end investment management company registered under
the Investment Company Act of 1940, and BISYS Fund Services, L.P.
("Distributor"). The parties hereby amend the Distribution Agreement dated as of
July 16, 1997, as amended June 27, 2001 ("Agreement"), as set forth below.
Unless otherwise provided, capitalized terms used herein shall have the same
meanings given to such terms in the Agreement.
WHEREAS, the Bank Secrecy Act, as amended by the USA PATRIOT Act (the
"BSA"), requires the Fund to develop and implement and institute an anti-money
laundering program ("AML Program"); and
WHEREAS, the Fund has adopted the AML Program set forth in Schedule 1
hereto; and
WHEREAS, the Fund wishes to delegate certain aspects of the implementation
and operation of the Fund's AML Program to the Distributor; and
WHEREAS, THE DISTRIBUTOR desires to accept such delegation.
NOW, THEREFORE, in consideration of the mutual premises and covenants set
forth herein, the parties agree as follows:
1. COMPLIANCE WITH LAWS. Each of Distributor and the Fund acknowledges
that it is a financial institution subject to the USA Patriot Act of
2001 and the Bank Secrecy Act (collectively, the "AML Acts"), which
require, among other things, that financial institutions adopt
compliance programs to guard against money laundering. Each
represents and warrants to the other that it is in compliance with
and will continue to comply with the AML Acts and applicable
regulations in all relevant respects. Each of the Distributor and the
Fund agrees that it will cooperate with each other to facilitate such
compliance and compliance with the Fund's AML Program. The
Distributor further agrees to cooperate with the Fund's AML
Compliance Officer in the performance of the Distributor's
responsibilities under the AML Program.
2. SERVICES. The Fund hereby delegates to the Distributor and the
Distributor hereby agrees to perform the following services on behalf
of the Fund in connection with broker-dealers, banks, insurance
companies and other financial intermediaries that sell the Fund's
Shares:
a. The Distributor shall provide written notice to each person
or entity with which it has entered an agreement prior to
this Amendment with respect to sale of the Fund's Shares,
such notice informing such person of its anti-money
laundering compliance obligations under applicable law and,
consequently, under applicable contractual provisions and
shall seek reasonable assurances that such persons or
entities have established anti-money laundering programs in
accordance with applicable law.
b. The Distributor shall include specific contractual
provisions regarding anti-money laundering and BSA
compliance obligations in all future agreements entered
into on the Fund's behalf with respect to the sale of the
Fund's Shares.
c. The Distributor shall review and establish the identity of
each financial intermediary with whom it enters into
agreements on behalf of the Fund with respect to the sale
of the Fund's Shares and whom maintain omnibus positions
with the Fund's transfer agent in accordance with the BSA
and regulations thereunder and shall maintain records
memorializing each such evaluation. Such review and
assessment may include:
i. the review of regulatory information available
over the internet from the NASD;
ii. the requirement to provide a physical address for
the financial intermediary; and
iii. the requirement to have a natural person sign on
behalf of the financial intermediary.
3. THE AML PROGRAM. The Distributor represents and warrants that the
Distributor has received a copy of the Fund's AML Program. The Fund
hereby agrees to provide to the Distributor any amendment(s) to the
AML Program promptly after adoption of any such amendment(s) by the
Fund.
4. CONSENT TO EXAMINATION. The Distributor hereby consents to: (a)
provide to federal examination authorities information and records
relating to the Fund under its AML Program maintained by the
Distributor; and (b) the inspection of the books and records
pertaining to the Fund maintained by the Distributor by federal
examination authorities for purposes of the AML Program.
5. DELIVERY OF DOCUMENTS. The Distributor agrees to furnish to the Fund
documentation required to be provided to the Fund under the AML
Program in effect as of the date of this Amendment under Section IV.6
entitled "Documentation."
6. REPORTS. The Distributor will provide periodic reports concerning the
Distributor's compliance with the Distributor's AMLP in accordance
with Section IV.6 of the Fund's AML Program at such times as may be
reasonably requested by the Fund's Board of Trustees or Anti-Money
Laundering Compliance Officer.
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7. MISCELLANEOUS. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. Except
as specifically set forth herein, all other provisions of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
fully executed as of the day and year first written above.
AMSOUTH FUNDS
/s/ Xxxx X. Xxxxxxx
-----------------------
By: Xxxx X. Xxxxxxx
Title: President
BISYS Fund Services, L.P.
/s/ Xxxxxxx Xxxxx
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By: Xxxxxxx Xxxxx
Title: President
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