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Exhibit (m)
FORM OF DISTRIBUTION AND SHAREHOLDER SERVICES PLAN
MARCH 12, 1997
AS AMENDED AND RESTATED ON OCTOBER 4, 2000
This Plan (the "Plan") constitutes the DISTRIBUTION AND SHAREHOLDER
SERVICES PLAN of AmSouth Funds, a Massachusetts business trust (the "Trust"),
adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the
"1940 Act"). The Plan relates to the following Classes of Shares (each a
"Class"): Class B Shares, Class II Shares and Class III Shares of each series of
the Trust (each a "Fund") identified on Schedule A hereto, as may be amended
from time to time.
WHEREAS, it is desirable to enable the Trust to have flexibility in
meeting the investment and shareholder servicing needs of its future investors;
and
WHEREAS, the Board of Trustees, mindful of the requirements imposed by
Rule 12b-1 under the 1940 Act, has determined to effect the Plan for the
provision of distribution assistance with respect to the Class B Shares, Class
II Shares and Class III Shares of each Fund listed on Schedule A hereto and for
the provision of shareholder services with respect to the holders of such Shares
of each Fund;
NOW THEREFORE, the Trust and BISYS Fund Services Limited Partnership
(the "Distributor") hereby agree as follows:
Section 1.
A. Class B Shares.
Each Fund, the Class B Shares of which are listed on Schedule A hereto,
shall pay out of its assets attributable to its Class B Shares a distribution
and shareholder services fee (the "Class B Share Fee") to the Distributor equal
to the lesser of (i) the fee at the applicable annual rate set forth in Schedule
A hereto, or (ii) such fee as may be agreed upon in writing by the Trust and the
Distributor. The Distributor may apply the Class B Share Fee toward the
following: (i) compensation for its services or expenses in connection with
distribution assistance with respect to such Fund's Class B Shares; (ii)
payments to financial institutions and intermediaries (such as banks, savings
and loan associations, insurance companies, and investment counselors) as
brokerage commissions in connection with the sale of such Fund's Class B Shares;
and (iii) payments to financial institutions and intermediaries (such as banks,
savings and loan associations, insurance companies, and investment counselors),
broker-dealers, and the Distributor's affiliates and subsidiaries as
compensation for services and/or reimbursement of expenses incurred in
connection with distribution or shareholder services with respect to such Fund's
Class B Shares. The maximum amount of the Class B Share Fee that may be payable
by the Fund for the aforementioned services and expenses other than services
and/or reimbursement of expenses incurred in connection with shareholder
services is 0.75% of the average daily net assets of such Fund's Class B Shares.
The remaining portion of the Class B Share Fee is payable
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by the Fund's Class B Shares only as compensation for services and/or
reimbursement of expenses incurred in connection with shareholder services with
respect to such Fund's Class B Shares.
B. Class II Shares.
Each Fund, the Class II Shares of which are listed on Schedule A
hereto, shall pay out of its assets attributable to its Class II Shares, a
distribution and shareholder services fee (the "Class II Share Fee") to the
Distributor equal to the lesser of (i) the fee at the applicable annual rate set
forth in Schedule A hereto, or (ii) such fee as may be agreed upon in writing by
the Trust and the Distributor. The Distributor may apply the Class II Share Fee
toward the following: (i) compensation for its services or expenses in
connection with distribution assistance with respect to such Fund's Class II
Shares; (ii) payments to financial institutions and intermediaries (such as
banks, savings and loan associations, insurance companies, and investment
counselors) as brokerage commissions in connection with the sale of such Fund's
Class II; and (iii) payments to financial institutions and intermediaries (such
as banks, savings and loan associations, insurance companies, and investment
counselors), broker-dealers, and the Distributor's affiliates and subsidiaries
as compensation for services and/or reimbursement of expenses incurred in
connection with distribution or shareholder services with respect to such Fund's
Class II Shares. The maximum amount of the Class II Share Fee that may be
payable for the aforementioned services and expenses is 0.25% of the average
daily net assets of such Fund's Class II Shares.
C. Class III Shares.
Each Fund, the Class III Shares of which are listed on Schedule A
hereto, shall pay out of its assets attributable to its Class III Shares, a
distribution and shareholder services fee (the "Class III Share Fee") to the
Distributor equal to the lesser of (i) the fee at the applicable annual rate set
forth in Schedule A hereto, or (ii) such fee as may be agreed upon in writing by
the Trust and the Distributor. The Distributor may apply the Class III Share Fee
toward the following: (i) compensation for its services or expenses in
connection with distribution assistance with respect to such Fund's Class III
Shares; (ii) payments to financial institutions and intermediaries (such as
banks, savings and loan associations, insurance companies, and investment
counselors) as brokerage commissions in connection with the sale of such Fund's
Class III Shares; and (iii) payments to financial institutions and
intermediaries (such as banks, savings and loan associations, insurance
companies, and investment counselors), broker-dealers, and the Distributor's
affiliates and subsidiaries as compensation for services and/or reimbursement of
expenses incurred in connection with distribution or shareholder services with
respect to such Fund's Class III Shares. The maximum amount of the Class III
Share Fee that may be payable for the aforementioned services and expenses is
0.50% of the average daily net assets of such Fund's Class III Shares.
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Section 2. The Class B Share Fee, the Class II Share Fee and the Class
III Share Fee (each a "Share Fee") shall be accrued daily and payable monthly,
and shall be paid by the respective Class of Shares of a Fund to the Distributor
irrespective of whether such fee exceeds the amounts paid (or payable) by the
Distributor pursuant to Section 1.
Section 3. The Plan shall not take effect with respect to the one or
more Classes of Shares of a Fund until it has been approved, together with any
related agreements, by a vote of a majority (or whatever greater percentage may,
from time to time, be required by Section 12(b) of the 1940 Act or the rules and
regulations thereunder) of the Trustees who are not "interested persons" of the
Trust (as defined in the 1940 Act) and who have no direct or indirect financial
interest in the operation of this Plan or in any agreements related to this Plan
(the "Independent Trustees"), cast in person at a meeting called for the purpose
of voting on the Plan or such agreement.
Section 4. The Plan shall continue in effect with respect to a Class of
Shares of a Fund for a period of more than one year after it takes effect,
provided that such continuance is specifically approved at least annually in the
manner provided for approval of the Plan in Section 3.
Section 5. Any person authorized to direct the disposition of monies
paid or payable by a Fund pursuant to the Plan or any related agreement shall
provide to the Trustees of the Trust, and the Trustees shall review, at least
quarterly, a written report of the amounts so expended and the purposes for
which such expenditures were made.
Section 6. The Plan may be terminated with respect to one or more
Classes of Shares of a Fund at any time by vote of a majority of the Independent
Trustees, or by vote of a majority of the outstanding Shares of such Class or
Classes of that Fund.
Section 7. All agreements with any person relating to the
implementation of the Plan shall be in writing and any agreement related to the
Plan shall provide:
i. That such agreement, may be terminated with respect to one or
more Classes of Shares of a Fund at any time, without payment
of any penalty, by vote of a majority of the Independent
Trustees, or by vote of a majority of the outstanding Shares
of such Class or Classes of that Fund, on not more than 60
days' written notice; and
ii. That such agreement shall terminate automatically in the event
of its assignment.
Section 8. The Plan may not be amended to increase materially the
amount of the Share Fee with respect to one or more Classes of Shares of a Fund
without approval by at least (i) a majority of the outstanding voting securities
of such Class or Classes of that Fund and (ii)
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the Trustees in the manner provided in Section 3 hereof, and all material
amendments to the Plan with respect to a Fund shall be approved by the Trustees
in the manner provided for approval of the Plan in Section 3.
Section 9. As used herein, the terms "assignment," "interested person,"
and "majority of the outstanding voting securities" shall have the respective
meanings specified in the 1940 Act and the rules and regulations thereunder,
subject to such exemptions as may be granted by the Securities and Exchange
Commission.
Section 10. The names "AmSouth Funds" and "Trustees of AmSouth Funds"
refer respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under an Amended
Declaration of Trust dated as of June 25, 1993 to which reference is hereby made
and a copy of which is on file at the office of the Secretary of State of the
Commonwealth of Massachusetts and elsewhere as required by law, and to any and
all amendments thereto so filed or hereafter filed. The obligations of AmSouth
Funds entered into in the name or on behalf thereof by any of the Trustees,
representatives or agents are made not individually, but in such capacities, and
are not binding upon any of the Trustees, shareholders or representatives of the
Trust personally, but bind only the assets of the Trust, and all persons dealing
with any series and/or Class of Shares of the Trust must look solely to the
assets of the Trust belonging to such series and/or Class for the enforcement of
any claims against the Trust.
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SCHEDULE A TO THE
DISTRIBUTION AND SHAREHOLDER SERVICES PLAN
DATED MARCH 12, 1997
AS AMENDED AND RESTATED OCTOBER 4, 2000
<TABLE>
<CAPTION>
Name of Funds Compensation*
------------- ------------
<S> <C>
AmSouth Prime Money Market Fund -- Annual rate of seventy-five one-hundredths of
Class B Shares one percent (0.75%) of the average daily net
assets of the AmSouth Prime Money Market Fund.
AmSouth Bond Fund -- Class B Shares Annual rate of seventy-five one-hundredths of
one percent (0.75%) of the average daily net
assets of the AmSouth Bond Fund.
AmSouth Limited Term Bond Fund -- Annual rate of seventy-five one-hundredths of
Class B Shares one percent (0.75%) of the average daily net
assets of the AmSouth Limited Term Bond Fund.
AmSouth Municipal Bond Fund -- Annual rate of seventy-five one-hundredths of
Class B Shares one percent (0.75%) of the average daily net
assets of the AmSouth Municipal Bond Fund.
AmSouth Florida Tax-Exempt Fund -- Annual rate of seventy-five one-hundredths of
Class B Shares one percent (0.75%) of the average daily net
assets of the AmSouth Florida Tax-Exempt
Fund.
AmSouth Value Fund -- Class B Shares Annual rate of seventy-five one-hundredths of
one percent (0.75%) of the average daily net
assets of the AmSouth Value Fund.
AmSouth Balanced Fund -- Class B Shares Annual rate of seventy-five one-hundredths of
one percent (0.75%) of the average daily
net assets of the AmSouth Balanced Fund.
AmSouth Small Cap Fund -- Class B Shares Annual rate of seventy-five one-hundredths of
one percent (0.75%) of the average daily net
assets of the AmSouth Small Cap Fund.
</TABLE>
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<TABLE>
<CAPTION>
Name of Funds Compensation*
------------- ------------
<S> <C>
AmSouth Equity Income Fund -- Class B Annual rate of seventy-five one-hundredths of
Shares one percent (0.75%) of the average daily net
assets of the AmSouth Equity Income Fund.
AmSouth Select Equity Fund -- Class B Annual rate of seventy-five one-hundredths of
Shares one percent (0.75%) of the average daily net
assets of the AmSouth Select Equity Fund.
AmSouth Growth Fund -- Class B Shares Annual rate of seventy-five one-hundredths of
one percent (0.75%) of the average daily net
assets of the AmSouth Growth Fund.
AmSouth Enhanced Market Fund -- Class Annual rate of seventy-five one-hundredths of
B Shares one percent (0.75%) of the average daily net
assets of the AmSouth Enhanced Market Fund
AmSouth Government Income Fund -- Annual rate of seventy-five one-hundredths of
Class B Shares one percent (0.75%) of the average daily net
assets of the AmSouth Government Income
Fund.
AmSouth Strategic Portfolios: Current Annual rate of seventy-five one-hundredths of
Income Portfolio -- Class B Shares one percent (0.75%) of the average daily net
assets of the AmSouth Strategic Portfolios:
Current Income Portfolio.
AmSouth Strategic Portfolios: Moderate Annual rate of seventy-five one-hundredths of
Growth and Income Portfolio -- Class B one percent (0.75%) of the average daily net
Shares assets of the AmSouth Strategic Portfolios:
Moderate Growth and Income Portfolio.
AmSouth Strategic Portfolios: Growth Annual rate of seventy-five one-hundredths of
and Income Portfolio -- Class B Shares one percent (0.75%) of the average daily net
assets of the AmSouth Strategic Portfolios:
Growth and Income Portfolio.
AmSouth Strategic Portfolios: Aggressive Annual rate of seventy-five one-hundredths of
Growth Portfolio -- Class B Shares one percent (0.75%) of the average daily net
assets of the AmSouth Strategic Portfolios:
Aggressive Growth Portfolio.
</TABLE>
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<TABLE>
<CAPTION>
Name of Funds Compensation*
------------- ------------
<S> <C>
AmSouth Mid Cap Fund -- Class B Shares Annual rate of seventy-five one-hundredths of
one percent (0.75%) of the average daily net
assets of the AmSouth Mid Cap Fund.
AmSouth Large Cap Fund -- Class B Shares Annual rate of seventy-five one-hundredths of
one percent (0.75%) of the average daily net
assets of the AmSouth Large Cap Fund.
AmSouth Limited Term Tennessee Tax- Annual rate of seventy-five one-hundredths of
Exempt Fund -- Class B Shares one percent (0.75%) of the average daily net
assets of the AmSouth Limited Term
Tennessee Tax-Exempt Fund.
AmSouth Limited Term U.S. Government Annual rate of seventy-five one-hundredths of
Fund -- Class B Shares one percent (0.75%) of the average daily net
assets of the AmSouth Limited Term U.S.
Government Fund.
AmSouth Strategic Portfolios: Growth Annual rate of seventy-five one-hundredths of
Portfolio -- Class B Shares one percent (0.75%) of the average daily net
assets of the AmSouth Strategic Portfolios:
Growth Portfolio.
AmSouth International Equity Fund -- Annual rate of seventy-five one-hundredths of
Class B Shares one percent (0.75%) of the average daily net
assets of the AmSouth International Equity
Fund.
AmSouth Capital Growth Fund -- Class B Annual rate of seventy-five one-hundredths of
Shares one percent (0.75%) of the average daily net
assets of the AmSouth Capital Growth Fund.
AmSouth Tennessee Tax-Exempt Fund -- Annual rate of seventy-five one-hundredths of
Class B Shares one percent (0.75%) of the average daily net
assets of the AmSouth Tennessee Tax-Exempt
Fund.
AmSouth Institutional Prime Obligations Annual rate of twenty-five one-hundredths of
Money Market Fund -- Class II Shares one percent (0.25%) of the average daily net
Shares assets of the AmSouth Institutional Prime
Obligations Money Market Fund.
</TABLE>
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<TABLE>
<CAPTION>
Name of Funds Compensation*
------------- ------------
<S> <C>
AmSouth Institutional Prime Obligations Annual rate of fifty one-hundredths of one
Money Market Fund -- Class III Shares percent (0.50%) of the average daily net
assets of the AmSouth Institutional Prime
Obligations Money Market Fund.
AmSouth Institutional U.S. Treasury Annual rate of twenty-five one-hundredths of
Money Market Fund -- Class II Shares one percent (0.25%) of the average daily net
assets of the AmSouth Institutional U.S.
Treasury Money Market Fund.
AmSouth Institutional U.S. Treasury Annual rate of fifty one-hundredths of one
Money Market Fund -- Class III Shares percent (0.50%) of the average daily net
assets of the AmSouth Institutional U.S.
Treasury Money Market Fund.
</TABLE>
(SEAL) AMSOUTH FUNDS
By:________________________
Name:______________________
Title:_____________________
BISYS FUND SERVICES
LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc.
General Partner
By:________________________
Name:______________________
Title:_____________________
Dated: October 4, 2000
-----------------------------
* All fees are computed and paid monthly.
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