Amsouth Mutual Funds Sample Contracts

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PURCHASE AGREEMENT ------------------
Purchase Agreement • November 27th, 2002 • Amsouth Mutual Funds

The ASO Outlook Group (the "Group"), a Massachusetts business trust, hereby offers Winsbury Associates ("Winsbury"), an Ohio partnership, and Winsbury hereby purchases 100 series H units of beneficial interest (representing interests in the Small Capitalization Equity Fund) and 100 Series I units of beneficial interest (representing interests in the Balanced Fund) in the Group (such 200 units of beneficial interest being hereafter collectively known as "Shares") at a price of $10.00 per Share. Winsbury hereby acknowledges purchase of the Shares and the Group hereby acknowledges receipt from Winsbury of funds in the amount of $2,000 in full payment for the Shares.

AMENDMENT TO THE AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT DATED AS OF OCTOBER 1, 2003 BETWEEN AMSOUTH FUNDS AND AMSOUTH ASSET MANAGEMENT, INC.
Amsouth Mutual Funds • October 1st, 2004

This Amendment is made as of June 16, 2004 between AMSOUTH FUNDS, a Massachusetts business trust (herein called the "Trust"), and AMSOUTH ASSET MANAGEMENT, INC., an Alabama corporation, (herein called the "Investment Adviser"). The parties hereby amend Schedule A to the Amended and Restated Investment Advisory Agreement between the Trust and the Investment Adviser, dated as of October 15, 2002 and amended and restated as of October 1, 2003, as follows:

PURCHASE AGREEMENT
Purchase Agreement • November 27th, 2002 • Amsouth Mutual Funds
AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • October 1st, 2002 • Amsouth Mutual Funds • Ohio
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AMENDMENT TO MANAGEMENT AND ADMINISTRATION AGREEMENT
Management and Administration Agreement • October 1st, 2004 • Amsouth Mutual Funds
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