Exhibit (h)(vii) under Form N-1A
Exhibit 10 under Item 601/Reg S-K
AGREEMENT
For
SUB-ADMINISTRATIVE SERVICES
AGREEMENT made as of December 1, 2001, by and between Regions Xxxxxx
Xxxxxx Select Funds, a Massachusetts business trust having its principal
office and place of business in Pittsburgh, Pennsylvania ("Investment
Company"), on behalf of its portfolios now existing or hereafter created,
as identified on Exhibit 1 hereto as the same may be amended from time to
time (each a "Fund" and collectively the "Funds"), and Regions Bank,
having its principal place of business in Birmingham, Alabama ("Regions").
WHEREAS, the Investment Company is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended
(the "1940 Act"), with authorized and issued shares of capital stock
("Shares"); and
WHEREAS, the Investment Company desires to appoint Regions as its
administrator to provide it with certain Administrative Services
(hereinafter defined) exclusively or in conjunction with one or more
co-administrators, and Regions desires to accept such appointment.
NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, the parties
hereto agree as follows:
Article 1. Appointment.
The Investment Company hereby appoints Regions as sub-administrator for
the period on the terms and conditions set forth in this Agreement.
Regions hereby accepts such appointment and agrees to furnish the services
set forth in Article 2 of this Agreement in return for the compensation set
forth in Article 6 of this Agreement.
Article 2. Region's Duties.
As administrator, in conjunction with any other administrators, and
subject to the supervision and control of the Board and in accordance with
Proper Instructions (hereinafter defined) from the Investment Company,
Regions will provide facilities, equipment, and personnel to carry out the
following administrative services for the operation of the business and
affairs of the Investment Company and each of its Funds:
A. assist in drafting and reviewing the Investment Company's minutes of
meetings of the Board and Shareholders;
B. assist in negotiating contracts on behalf of the Investment Company
with, among others, the Investment Company's distributor, transfer
agent, custodian and fund accountant, subject to any applicable
restrictions of the Board or the 1940 Act;
C. assist in coordinating the layout and printing of publicly
disseminated prospectuses and reports;
D. coordinate and assist with the design, development, and operation of
the Investment Company and the Funds and new product initiatives;
E. provide individuals reasonably acceptable to the Board for
nomination, appointment, or election as officers of the Investment
Company, who will be responsible for the management of certain of
the Investment Company's affairs as determined by the Investment
Company's Board;
F. consult with the Investment Company, its Board, and any other
administrators on matters concerning the Investment Company, its
affairs, and operations;
G. assist in the development and preparation of due diligence materials
to assist the Board's consideration and approval of the Investment
Company's fund accountant, custodian, and shareholder servicing
agent;
H. assist in coordinating with fund counsel, independent auditors
(including providing records), custodians and sub-custodians, rating
and publication agencies, outside vendors (including printing and
mailing income breakdown data to client services and transfer
agent), and the SEC regarding inspections (including providing
records) and comments on registration statements;
I. assist in coordinating board meeting dates, agendas,
responsibilities, and deadlines;
J. assist in producing operating and compliance reports and in
collecting and assembling reports required by board-adopted
procedures;
K. assist in coordinating custodian presentations (including 17f-5
materials);
L. assist in drafting and reviewing shareholder meeting scripts;
M. assist in the drafting and production of account applications and
operational matters relating to establishing new accounts;
N. assist in creating and coordinating strategic and tactical marketing
support to the Funds; and
O. providing additional assistance to the Investment Company's
co-administrator, as Regions may mutually agree from time to time,
and provide general service relating to the Funds' operations.
The foregoing, along with any additional services that Regions shall
agree in writing to perform for the Investment Company hereunder, shall
hereafter be referred to as "Administrative Services."
Article 3. Records.
Regions shall create and maintain all necessary books and records
required by Section 31(a) of the Investment Company Act of 1940 and the
rules thereunder, as the same may be amended from time to time, pertaining
to the Administrative Services performed by it. Where applicable, such
records shall be maintained by the Administrator for the periods and in the
places required by Rule 31a-2 under the 1940 Act. The books and records
pertaining to the Investment Company which are in the possession of Regions
shall be the property of the Investment Company. The Investment Company,
or the Investment Company's authorized representatives, shall have access
to such books and records at all times during Region's normal business
hours. Upon the reasonable request of the Investment Company, copies of
any such books and records shall be provided promptly by Regions to the
Investment Company or the Investment Company's authorized representatives.
Article 4. Duties of the Fund.
The Fund assumes full responsibility for the preparation, contents
and distribution of its own offering document and for complying with all
applicable requirements the 1940 Act, the Internal Revenue Code, and any
other laws, rules and regulations of government authorities having
jurisdiction.
Article 5. Expenses.
Regions shall be responsible for expenses incurred in providing
office space, equipment, and personnel as may be necessary or convenient to
provide the Administrative Services to the Investment Company, including
the compensation of Regions employees who may serve as trustees or officers
of the Investment Company. The Investment Company shall be responsible for
all other expenses incurred by Regions on behalf of the Investment Company,
including without limitation postage and courier expenses, printing
expenses, travel expenses, registration fees, filing fees, fees of outside
counsel and independent auditors, or other professional services,
organizational expenses, insurance premiums, fees payable to persons who
are not Regions's employees, trade association dues, and other expenses
properly payable by the Funds and/or the classes.
Article 6. Compensation.
For the Administrative Services provided, the Investment Company
hereby agrees to pay and Regions hereby agrees to accept as full
compensation for its services rendered hereunder an administrative fee at
an annual rate of the average daily net asset value of the Funds as
provided below.
Average Daily Net Assets
Max. Admin. Fee of the Funds
.025% on the first $2.5 billion
.04% on the next $2.5 billion
.05% on assets in excess of $5 billion
(Average Daily Net Asset break points are on a complex-wide basis)
The compensation and out of pocket expenses attributable to the Funds
shall be accrued daily by the Funds and paid to Regions no less frequently
than monthly, and shall be paid daily upon request of Regions. Regions
will maintain detailed information about the compensation and out of pocket
expenses by the Funds.
Regions may in its sole discretion waive receipt of all or a part of the
foregoing administrative fee from time to time. The foregoing
administrative fee shall be waived for the first six month of this
Agreement for the Regions Xxxxxx Xxxxxx Select Government Money Market Fund.
Article 7. Proper Instructions.
As used throughout this Agreement, a "Proper Instruction" means a writing
signed or initialed by one or more person or persons as the Board shall have
from time to time authorized. Each such writing shall set forth the specific
transaction or type of transaction involved. Oral instructions will be deemed
to be Proper Instructions if (a) Regions reasonably believes them to have
been given by a person previously authorized in Proper Instructions to give
such instructions with respect to the transaction involved, and (b) the
Investment Company, or the Fund, and Regions promptly cause such oral
instructions to be confirmed in writing. Proper Instructions may include
communications effected directly between electro-mechanical or electronic
devices provided that the Investment Company, or the Fund, and Regions are
satisfied that such procedures afford adequate safeguards for the Fund's
assets. Proper Instructions may only be amended in writing.
Article 8. Assignment.
Except as provided herein, neither this Agreement nor any of the rights
or obligations under this Agreement may be assigned by either party without
the written consent of the other party, except that Regions may, upon prior
written notice but without further consent on the part of the Investment
Company, subcontract for the performance of such services with any
subsidiary commonly owned or controlled by Regions Bank, N.A., but Regions
will remain fully responsible to the Investment Company for the acts and
omissions of such affiliated subsidiary. This Agreement shall inure to the
benefit of and be binding upon the parties and their respective permitted
successors and assigns.
Article 9. Documents.
A. In connection with the appointment of Regions under this Agreement,
the Investment Company shall file with Regions the following
documents:
(1) A copy of the Declaration of Trust and By-Laws of the
Investment Company and all amendments thereto ("Charter
Documents");
(2) A copy of the resolution of the Board of the Investment
Company authorizing this Agreement; and
(3) A copy of the current Prospectus for each Fund.
B. The Fund will also furnish from time to time the following
documents:
(1) Each resolution of the Board of the Investment Company
authorizing the original issuance of each Fund's, and/or
Class's Shares;
(2) Each Registration Statement filed with the SEC and amendments
thereof, including current prospectuses and statements of
additional information as amended from time to time, and
orders relating thereto in effect with respect to the sale of
Shares of any Fund, and/or Class;
(3) A certified copy of each amendment to the governing document
and the By-Laws of the Investment Company;
(4) Certified copies of each vote of the Board authorizing officers to give
Proper Instructions to the administrators, Custodian and
agents for fund accountant and shareholder recordkeeping or
transfer agency services; and
(5) Such other certifications, documents or opinions which
Regions may, in its discretion, deem necessary or appropriate
in the proper performance of its duties.
Article 10. Representations and Warranties.
A. Representations and Warranties of Regions
Regions represents and warrants to the Fund that:
(1) it is a national banking association organized under the
banking laws
(2) it is duly qualified to carry on its business in each
jurisdiction where the nature of its business requires such
qualification;
(3) it is empowered under applicable laws and by its
organizational documents and By-Laws to enter into and perform
this Agreement;
(4) all requisite proceedings have been taken to authorize it to
enter into and perform its obligations under this Agreement;
(5) it has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement; and
(6) it is in compliance with federal securities law and applicable
federal and state banking requirements and in good standing as
an administrator; and
B. Representations and Warranties of the Investment Company
The Investment Company represents and warrants to Regions that:
(1) It is an investment company duly organized and existing and
in good standing under the laws of its state of organization;
(2) It is empowered under applicable laws and by its Charter
Documents to enter into and perform its obligations under
this Agreement;
(3) All corporate proceedings required by said Charter Documents
have been taken to authorize it to enter into and perform its
obligations under this Agreement;
(4) The Investment Company is an open-end investment company
registered under the 1940 Act; and
(5) A registration statement under the 1933 Act will be
effective, and appropriate state securities law filings have
been made and will continue to be made, with respect to all
Shares of each Fund being offered for sale.
Article 11. Indemnification.
A. Regions shall not be liable for any error of judgment or mistake of law
or for any loss suffered by the Investment Company in connection
with the matters to which this Agreement relates, except a loss
resulting from willful misfeasance, bad faith or gross negligence on
Region's part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement.
B. At any time Regions may apply to any officer of the Investment Company
or Fund for instructions, and may consult with legal counsel
experienced in the 1940 Act (who may be counsel for the Investment
Company) with respect to any matter arising in connection with the
services to be performed by Regions under this Agreement, and
Regions and its agents or subcontractors shall not be liable and
shall be indemnified by the Investment Company or the appropriate
Fund for any action reasonably taken or omitted by it in good faith
reliance upon such instructions or upon the opinion of such counsel,
provided such action is not in violation of applicable federal or
state laws or regulations.
C. Any person, even though also an officer, director, trustee, partner,
employee or agent of Regions, who may be or become an officer,
trustee, partner, employee or agent of the Investment Company, shall
be deemed, when rendering services to the Investment Company or
acting on any business of the Investment Company (other than
services or business in connection with the duties of Regions
hereunder) to be rendering such services to or acting solely for the
Investment Company and not as an officer, director, trustee,
partner, employee or agent or one under the control or direction of
Regions even though paid by Regions.
D. If at any time another entity performs administrative services to any
Fund, including without limitation those services listed herein or
services similar to those listed herein, Regions and such other
entity shall in no event be liable for the acts or omissions of the
other.
E. Regions shall be kept indemnified by the Investment Company and be
without liability for any action taken or thing done by it in
performing the Administrative Services in accordance with the
subparagraph (D) above.
F. Regions shall not be responsible for and the Investment Company or
Fund shall indemnify and hold Regions, including its officers,
directors, shareholders and their agents, employees and affiliates,
harmless against any and all losses, damages, costs, charges,
counsel fees, payments, expenses and liabilities arising out of or
attributable to:
(1) The acts or omissions of any Custodian, Adviser, Sub-adviser,
Fund Accountant, Transfer Agent, or other party contracted by
or approved by the Investment Company or Fund,
(2) The reliance on or use by Regions or its agents or
subcontractors of information, records and documents in
proper form which
(a) are received by Regions or its agents or subcontractors
from Advisers, Sub-advisers, or other third parties
contracted by or approved by the Investment Company or
Fund for use in the performance of services under this
Agreement; or
(b) have been prepared and/or maintained by the Fund or its
affiliates or any other person or firm on behalf of the
Investment Company.
(3) The reliance on, or the carrying out by Regions or its agents
or subcontractors of Proper Instructions of the Investment
Company or the Fund.
(4) The offer or sale of Shares in violation of any requirement under the
federal securities laws or regulations or the securities laws
or regulations of any state that such Shares be registered in
such state or in violation of any stop order or other
determination or ruling by any federal agency or any state
with respect to the offer or sale of such Shares in such
state.
G. In all cases, Regions shall not be protected by this Article 11 from
liability for any act or omission resulting from Regions's willful
misfeasance, bad faith, gross negligence or reckless disregard of its
duties. In addition, Regions shall not be protected from liability
for any act or omission resulting from the willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties of
Regions's affiliates, agents or employees, of any subcontractor
selected by Regions, or a subsidiary commonly owned or controlled by
Regions Bank, N.A.
H. In order that the indemnification provisions contained in this Article
11 shall apply, however, it is understood that the party seeking
indemnification ("Claimant") will use all reasonable care to promptly
identify and notify the party against whom indemnification is sought
("Indemnifier") concerning any situation which presents or appears
likely to present the probability of a claim for indemnification, and
shall advise the Indemnifier of all pertinent facts and developments
concerning the situation in question. The Indemnifier shall have the
option to defend the Claimant against any claim which may be the
subject of this indemnification. In the event that the Indemnifier
so elects, it will so notify the Claimant and thereupon the
Indemnifier shall take over complete defense of the claim, and the
Claimant shall in such situation initiate no further legal or other
expenses for which it shall seek indemnification under this Article
11. The Claimant shall in no case confess any claim or make any
compromise in any case in which the Indemnifier will be asked to
indemnify the Claimant except with the Indemnifier's prior written
consent.
Article 12. Term and Termination of Agreement.
This Agreement shall begin as of the date of execution above, and shall
continue in effect with respect to each Fund presently set forth on Exhibit
1 (as it may be amended from time to time) through December 31, 2002, and
thereafter for successive periods of one year, subject to the provisions
for termination and all of the other terms and conditions hereof, if: (a)
such continuation shall be specifically approved at least annually by the
vote of a majority of the Trustees of the Investment Company, including a
majority of the Trustees who are not parties to this Agreement or
interested persons of any such party cast in person at a meeting called for
that purpose, provided however and notwithstanding the foregoing, this
Agreement shall be coterminous with the Agreement for Administrative
Services and Transfer Agency Services between Regions Xxxxxx Xxxxxx Select
Funds and Federated Services Company, dated as of December 1, 2001. The
termination date for all original or after-added Funds which are, or
become, a party to this Agreement shall be coterminous.
In the event, however, of willful misfeasance, bad faith, gross
negligence or reckless disregard of its duties by Regions, the Investment
Company has the right to terminate the Agreement upon 60 days written
notice, if Regions has not cured such willful misfeasance, bad faith, gross
negligence or reckless disregard of its duties within 60 days.
Should the Investment Company exercise its rights to terminate, all
reasonable out-of-pocket expenses associated with the movement of records
and materials will be borne by the Investment Company or the appropriate
Fund. The provisions of Article 11 shall survive the termination of this
Agreement.
In addition, each party reserves the right to immediately terminate this
Agreement upon the giving of written notice in the event of: the
dissolution or liquidation of either party or other cessation of business
other than a reorganization or recapitalization of such party as an ongoing
business; financial difficulties on the part of either party which is
evidenced by the authorization or commencement of, or involvement by way of
pleading, answer, consent, or acquiescence in, a voluntary or involuntary
case under Title 11 of the United States Code, as from time to time is in
effect, or any applicable law, other than said Title 11, of any
jurisdiction relating to the liquidation or reorganization of debtors or to
the modification or alteration of the rights of creditors; or a final,
unappealable judicial, regulatory or administrative ruling or order in
which either party has been found guilty of criminal behavior in the
conduct of its business.
Article 13. Amendment.
This Agreement may be amended or modified only by a written agreement
executed by both parties.
Article 14. Interpretive and Additional Provisions.
In connection with the operation of this Agreement, Regions and the
Investment Company may from time to time agree on such provisions
interpretive of or in addition to the provisions of this Agreement as may
in their joint opinion be consistent with the general tenor of this
Agreement. Any such interpretive or additional provisions shall be in a
writing signed by both parties and shall be annexed hereto, provided that
no such interpretive or additional provisions shall contravene any
applicable federal or state regulations or any provision of the Charter
Documents. No interpretive or additional provisions made as provided in the
preceding sentence shall be deemed to be an amendment of this Agreement.
Article 15. Governing Law.
This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the Commonwealth of Pennsylvania.
Article 16. Notices.
Except as otherwise specifically provided herein, notices and other
writings delivered or mailed postage prepaid to the Investment Company at
0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000-0000, Attention: Secretary, or
to Regions Bank, N.A., at 000 Xxxxx 00xx Xxxxxx, Xxxxxxxxxx, XX 00000-0000
or to such other address as the Investment Company or Regions Bank may
hereafter specify, shall be deemed to have been properly delivered or given
hereunder to the respective address.
Article 17. Counterparts.
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original.
Article 18. Merger of Agreement.
This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject
hereof whether oral or written.
Article 19. Successor Agent.
If the Investment Company shall appoint a successor agent for the
Investment Company, Regions shall upon termination of this Agreement
deliver to such successor agent at the office of Regions all properties of
the Investment Company held by Regions hereunder. If no such successor
agent shall be appointed, Regions shall deliver such properties to the
Investment Company.
Article 20. Force Majeure.
Regions shall have no liability for cessation of services hereunder or
any damages resulting there from to the Fund as a result of work stoppage,
power or other mechanical failure, natural disaster, governmental action,
communication disruption or other impossibility of performance that, in
each case, could not have been prevented through the exercise of reasonable
diligence.
Article 21. Severability.
In the event any provision of this Agreement is held illegal, void or
unenforceable, the balance shall remain in effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in their names and on their behalf under their seals by and
through their duly authorized officers, as of the day and year first above
written.
REGIONS XXXXXX XXXXXX SELECT FUNDS
By: /s/ Xxxxxxx Xxxxxxxxx
Name: Xxxxxxx Xxxxxxxxx
Title: Vice President
REGIONS BANK
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
EXHIBIT 1
CONTRACT
DATE Regions Xxxxxx Xxxxxx Select Funds
------------------------------------------------------------------------------
December 1, 2001 Regions Xxxxxx Xxxxxx Select Aggressive Growth Fund
December 1, 2001 Regions Xxxxxx Xxxxxx Select Balanced Fund
December 1, 2001 Regions Xxxxxx Xxxxxx Select Fixed Income Fund
December 1, 2001 Regions Xxxxxx Xxxxxx Select Government Money Market Fund
December 1, 2001 Regions Xxxxxx Xxxxxx Select Growth Fund
December 1, 2001 Regions Xxxxxx Xxxxxx Select Limited Maturity Government
Fund
December 1, 2001 Regions Xxxxxx Xxxxxx Select Treasury Money Market Fund
December 1, 2001 Regions Xxxxxx Xxxxxx Select Value Fund
December 1, 2002 Regions Xxxxxx Xxxxxx Select Strategic Equity Fund
Revised: December 1, 2002
Amendment No. 1 to
Agreement for Sub-Administrative Services
between
Regions Xxxxxx Xxxxxx Select Funds
and
Regions Bank
This Amendment to the Agreement for Sub-Administrative Services
("Agreement") dated as of December 1, 2001 between Regions Xxxxxx
Xxxxxx Select Funds ("Funds") and Regions Bank ("Regions") is made
and entered into as of May 17, 2002.
WHEREAS, the Funds have entered into the Agreement with Regions;
WHEREAS, the Funds desire and Regions agrees to amend certain
provisions of the Agreement for good and valuable consideration, of
which the parties hereby acknowledge receipt;
NOW, THEREFORE, the parties intending to be legally bound agree as
follows:
The first paragraph of Article 12 "Term and Termination of Agreement"
is hereby deleted in its entirety and replaced with the following:
This Agreement shall begin as of the date of execution above, and
shall continue in effect with respect to each Fund presently set
forth on Exhibit 1 (as it may be amended from time to time) through
December 31, 2003, and thereafter for successive periods of one year,
subject to the provisions for termination and all of the other terms
and conditions hereof. Notwithstanding the foregoing, this Agreement
shall be coterminous with the Agreement for Administrative Services
and Transfer Agency Services between Regions Xxxxxx Xxxxxx Select
Funds and Federated Services Company, dated as of December 1, 2001,
as amended. The termination date for all original or after-added
Funds that are, or become, a party to this Agreement shall be
coterminous.
WITNESS the due execution hereof this 17th day of May, 2002.
Regions Xxxxxx Xxxxxx Select Funds
By: /s/ Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
Regions Bank
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
