Item 77Q.1(a) Exhibit
EXHIBIT B
to the
Plan
SOUTHTRUST FUNDS
SouthTrust Alabama Tax-Free Income Fund
This Plan is adopted by SouthTrust Vulcan Funds with respect to the
portfolio of the Trust set forth above.
In compensation for the services provided pursuant to this Plan, FSC
will be paid a monthly fee computed at the annual rate of .25 of 1% of the
average aggregate net asset value of the SouthTrust Alabama Tax-Free Income
Fund held during the month.
Witness the due execution hereof this 1st day of August, 1999.
SouthTrust Funds
By: /s/ Beth S. Broderick
Name: Beth S. Broderick
Title: Vice President
Item 77Q.1(b) Exhibits
SouthTrust Vulcan Funds
Amendment #1 to EXHIBIT A
to 12b-1 Agreement with
Federated Securities Corp. ("FSC")
Portfolios
FSC will pay Administrator fees for the following portfolios (the
"Funds") effective as of the dates set forth below:
Name Date
SouthTrust Income Fund September 1, 1995
SouthTrust Alabama Tax-Free Income Fund August 1, 1999
SouthTrust Growth Fund August 1, 1999
Administrative Fees
1. During the term of this Agreement, FSC will pay Administrator a
quarterly fee in respect of each Fund. This fee will be computed at the
annual rate of .25% of the average net asset value of Shares held during
the quarter in accounts for which the Administrator provides services
under this Agreement, so long as the average net asset value of Shares
in each Fund during the quarter equals or exceeds such minimum amount as
FSC shall from time to time determine and communicate in writing to the
Administrator.
2. For the quarterly period in which the Agreement becomes effective or
terminates, there shall be an appropriate proration of any fee payable
on the basis of the number of days that the Agreement is in effect
during the quarter.
Item 77Q.1(c) Exhibits
AMENDMENT #2 to the
Investment Advisory Agreement
dated May 6, 1992 between
SouthTrust Vulcan Funds (since renamed SouthTrust Funds) and
SouthTrust Bank of Alabama, N.A.
SouthTrust Growth Fund
SouthTrust Alabama Tax-Free Income Fund
The Investment Advisory Agreement ("Agreement") referred to above is amended
as follows:
1. Delete the second recital in its entirety and substitute in its place
the following:
"WHEREAS, the Company has six investment portfolios: SouthTrust U.S.
Treasury Money Market Fund, SouthTrust Bond Fund, SouthTrust Value Fund,
SouthTrust Income Fund, SouthTrust Alabama Tax-Free Income Fund, and
SouthTrust Growth Fund (the "Portfolios"); and"
2. Delete the first paragraph of Paragraph 7 in its entirety and substitute
in its place the following:
"7. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, effective as of the date hereof, the Company
will pay SouthTrust and SouthTrust will accept as full compensation
therefor, subject to the provisions of paragraph 6, above, a fee,
computed daily and paid monthly (in arrears), at an annual rate of .50%
of the average daily net assets of the SouthTrust U.S. Treasury Money
Market Fund, .60% of the average daily net assets of the SouthTrust Bond
Fund, .75% of the average daily net assets of the SouthTrust Value Fund,
.60% of the average daily net assets of the SouthTrust Income Fund, .75%
of the average daily net assets of the SouthTrust Growth Fund, and .60%
of the average daily net assets of the SouthTrust Alabama Tax-Free
Income Fund."
Witness the due execution hereof this 1st day of August, 1999.
SouthTrust Bank, N.A.
By: /s/ C. Mark Duthu
Name: C. Mark Duthu
Title: Executive Vice President
SouthTrust Funds
By: /s/ Beth S. Broderick
Name: Beth S. Broderick
Title: Vice President
Item 77Q.1(d) Exhibits
Exhibit E
to the
Distributor's Contract
SOUTHTRUST FUNDS
SouthTrust Growth Fund
The following provisions are hereby incorporated and made part of the
Distributor's Contract dated the 2nd day of April, 1993, between SouthTrust
Vulcan Funds and Federated Securities Corp. with respect to Portfolio set
forth above.
1. The Trust hereby appoints FSC to engage in activities principally
intended to result in the sale of shares of the above-listed Portfolio
("Shares"). Pursuant to this appointment, FSC is authorized to select a group
of brokers ("Brokers") to sell Shares at the current offering price thereof as
described and set forth in the respective prospectuses of the Trust, and to
render administrative support services to the Trust and its shareholders. In
addition, FSC is authorized to select a group of administrators
("Administrators") to render administrative support services to the Trust and
its shareholders.
2. Administrative support services may include, but are not limited to, the
following functions: 1) account openings: the Broker or Administrator
communicates account openings via computer terminals located on the Broker's
or Administrator's premises; 2) account closings: the Broker or Administrator
communicates account closings via computer terminals; 3) enter purchase
transactions: purchase transactions are entered through the Broker's or
Administrator's own personal computer or through the use of a toll-free
telephone number; 4) enter redemption transactions: Broker or Administrator
enters redemption transactions in the same manner as purchases; 5) account
maintenance: Broker or Administrator provides or arranges to provide
accounting support for all transactions. Broker or Administrator also wires
funds and receives funds for Trust share purchases and redemptions, confirms
and reconciles all transactions, reviews the activity in the Trust's accounts,
and provides training and supervision of its personnel; 6) interest posting:
Broker or Administrator posts and reinvests dividends to the Trust's accounts;
7) prospectus and shareholder reports: Broker or Administrator maintains and
distributes current copies of prospectuses and shareholder reports; 8)
advertisements: the Broker or Administrator continuously advertises the
availability of its services and products; 9) customer lists: the Broker or
Administrator continuously provides names of potential customers; 10) design
services: the Broker or Administrator continuously designs material to send
to customers and develops methods of making such materials accessible to
customers; and 11) consultation services: the Broker or Administrator
continuously provides information about the product needs of customers.
3. During the term of this Agreement, the Trust will pay FSC for services
pursuant to this Agreement, a monthly fee computed at the annual rate of .25
of 1% of the average aggregate net asset value of the shares of the SouthTrust
Growth Fund held during the month. For the month in which this Agreement
becomes effective or terminates, there shall be an appropriate proration of
any fee payable on the basis of the number of days that the Agreement is in
effect during the month.
4. FSC may from time-to-time and for such periods as it deems appropriate
reduce its compensation to the extent the Portfolio's expenses exceed such
lower expense limitation as FSC may, by notice to the Trust voluntarily
declare to be effective.
5. FSC will enter into separate written agreements with various firms to
provide certain of the services set forth in Paragraph 1 herein. FSC, in its
sole discretion, may pay Brokers and Administrators a periodic fee in respect
of Shares owned from time to time by their clients or customers. The
schedules of such fees and the basis upon which such fees will be paid shall
be determined from time to time by FSC in its sole discretion.
6. FSC will prepare reports to the Board of Trustees of the Trust on a
quarterly basis showing amounts expended hereunder including amounts paid to
Brokers and Administrators and the purpose for such payments.
In consideration of the mutual covenants set forth in the Distributor's
Contract dated April 2, 1993 between SouthTrust Vulcan Funds and Federated
Securities Corp., SouthTrust Vulcan Funds executes and delivers this Exhibit
on behalf of and with respect to the Portfolio thereof, first set forth in
this Exhibit.
Witness the due execution hereof this 1st day of August, 1999.
SOUTHTRUST FUNDS
By: /s/ Beth S. Broderick
Name: Beth S. Broderick
Title: Vice President
FEDERATED SECURITIES CORP.
By: /s/ David M. Taylor
Name: David M. Taylor
Title: Executive Vice President
Item 77Q.1(e) Exhibits
Exhibit F
to the
Distributor's Contract
SOUTHTRUST FUNDS
SouthTrust Alabama Tax-Free Income Fund
The following provisions are hereby incorporated and made part of the
Distributor's Contract dated the 2nd day of April, 1993, between SouthTrust
Vulcan Funds and Federated Securities Corp. with respect to Portfolio set
forth above.
1. The Trust hereby appoints FSC to engage in activities principally
intended to result in the sale of shares of the above-listed Portfolio
("Shares"). Pursuant to this appointment, FSC is authorized to select a group
of brokers ("Brokers") to sell Shares at the current offering price thereof as
described and set forth in the respective prospectuses of the Trust, and to
render administrative support services to the Trust and its shareholders. In
addition, FSC is authorized to select a group of administrators
("Administrators") to render administrative support services to the Trust and
its shareholders.
2. Administrative support services may include, but are not limited to, the
following functions: 1) account openings: the Broker or Administrator
communicates account openings via computer terminals located on the Broker's
or Administrator's premises; 2) account closings: the Broker or Administrator
communicates account closings via computer terminals; 3) enter purchase
transactions: purchase transactions are entered through the Broker's or
Administrator's own personal computer or through the use of a toll-free
telephone number; 4) enter redemption transactions: Broker or Administrator
enters redemption transactions in the same manner as purchases; 5) account
maintenance: Broker or Administrator provides or arranges to provide
accounting support for all transactions. Broker or Administrator also wires
funds and receives funds for Trust share purchases and redemptions, confirms
and reconciles all transactions, reviews the activity in the Trust's accounts,
and provides training and supervision of its personnel; 6) interest posting:
Broker or Administrator posts and reinvests dividends to the Trust's accounts;
7) prospectus and shareholder reports: Broker or Administrator maintains and
distributes current copies of prospectuses and shareholder reports; 8)
advertisements: the Broker or Administrator continuously advertises the
availability of its services and products; 9) customer lists: the Broker or
Administrator continuously provides names of potential customers; 10) design
services: the Broker or Administrator continuously designs material to send
to customers and develops methods of making such materials accessible to
customers; and 11) consultation services: the Broker or Administrator
continuously provides information about the product needs of customers.
3. During the term of this Agreement, the Trust will pay FSC for services
pursuant to this Agreement, a monthly fee computed at the annual rate of .25
of 1% of the average aggregate net asset value of the shares of the SouthTrust
Alabama Tax-Free Income Fund held during the month. For the month in which
this Agreement becomes effective or terminates, there shall be an appropriate
proration of any fee payable on the basis of the number of days that the
Agreement is in effect during the month.
4. FSC may from time-to-time and for such periods as it deems appropriate
reduce its compensation to the extent the Portfolio's expenses exceed such
lower expense limitation as FSC may, by notice to the Trust voluntarily
declare to be effective.
5. FSC will enter into separate written agreements with various firms to
provide certain of the services set forth in Paragraph 1 herein. FSC, in its
sole discretion, may pay Brokers and Administrators a periodic fee in respect
of Shares owned from time to time by their clients or customers. The
schedules of such fees and the basis upon which such fees will be paid shall
be determined from time to time by FSC in its sole discretion.
6. FSC will prepare reports to the Board of Trustees of the Trust on a
quarterly basis showing amounts expended hereunder including amounts paid to
Brokers and Administrators and the purpose for such payments.
In consideration of the mutual covenants set forth in the Distributor's
Contract dated April 2, 1993 between SouthTrust Vulcan Funds and Federated
Securities Corp., SouthTrust Vulcan Funds executes and delivers this Exhibit
on behalf of and with respect to the Portfolio thereof, first set forth in
this Exhibit.
Witness the due execution hereof this 1st day of August, 1999.
SOUTHTRUST FUNDS
By: /s/ Beth S. Broderick
Name: Beth S. Broderick
Title: Vice President
FEDERATED SECURITIES CORP.
By: /s/ David M. Taylor
Name: David M. Taylor
Title: Executive Vice President
Current as of: 8/18/94
