ITEM 77Q(1)(e) - COPIES OF ANY NEW OR AMENDED REGISTRANT
INVESTMENT ADVISORY CONTRACTS
ADVISORY AGREEMENT
between
REGIONS XXXXXX XXXXXX SELECT FUNDS
and
XXXXXX ASSET MANAGEMENT, INC.
ADVISORY AGREEMENT made this 8th day of August, 2003
(the "Agreement"), by and between Regions Xxxxxx Xxxxxx Select Funds,
a Massachusetts business trust (hereinafter called the "Fund"),
and Xxxxxx Asset Management, Inc., a corporation organized under the
laws of the State of Tennessee (hereinafter called the "Adviser").
WHEREAS, the Fund is registered under the Investment Company
Act of 1940, as amended ("1940 Act") as an open-end
management investment
company, and offers for sale those series set forth on Schedule A hereto
(each referred to herein as a "Portfolio"); and
WHEREAS, the Fund desires to avail itself of the services,
information, advice, assistance and facilities of an investment
adviser on behalf of the Portfolios, and to have that investment
adviser provide or perform for each Portfolio various research,
statistical and investment services;
NOW, THEREFORE, in consideration of the promises and
the mutual covenants herein contained, it is agreed between
the parties as follows:
1. Employment of the Adviser. The Fund hereby
employs the Adviser to invest and reinvest the assets of each
Portfolio in the manner set forth in Section
2 of this Agreement subject to the direction of the Board of
Directors (the "Board") and the officers of the Fund, for the period,
in the manner, and on the terms set forth hereinafter. The Adviser
hereby accepts such employment and agrees during
such period to render the services and to assume the
obligations herein set forth. The Adviser shall for all
purposes herein be deemed to be an independent contractor
and shall, except as expressly provided or authorized
(whether herein or otherwise), have no authority to act for
or represent the Fund in any way or otherwise be deemed
an agent of the Fund.
2. Obligations of and Services to be Provided
by, the Adviser. The Adviser undertakes to provide the
services hereinafter set forth and to
assume the following obligations:
A. Investment Advisory Services.
(i) The Adviser shall direct the
investments of each Portfolio,subject to and in accordance
with the each Portfolio's investment objective, policies and
limitations as provided in its Prospectus and Statement of
Additional Information (the "Prospectus") and other governing
instruments, as amended from time to time, and any other directions
and policies which the Board may issue to the Adviser
from time to time.
(ii) The Adviser is authorized,
in its discretion and without prior consultation with the
Fund, to purchase and sell securities and other
investments for each Portfolio.
B. Corporate Management Services.
(i) The Adviser shall furnish
for the use of the Fund, office space and all necessary
office facilities, equipment and personnel
for servicing the investments of the Fund.
(ii) The Adviser
shall pay the salaries of all personnel of the Fund or the
Adviser performing services relating to research, statistical
and investment activities.
C. Provision of Information Necessary
for Preparation of Registration Statement, Amendments and
Other Materials. The Adviser will make available and provide
such information as the Fund or its administrator may
reasonably request for use in the preparation of its
registration statement, reports and other documents required
by any applicable federal, foreign or
state statutes or regulations.
D. Code of Ethics. The Adviser will
adopt a written code of ethics complying with the requirements
of Rule 17j-1 under the 1940 Act and Section 204A of the
Investment Advisers Act of 1940 and will provide the Fund
and its administrator with a copy of the code of ethics
and evidence of its adoption. Within forty-five (45) days
of the end of the last calendar quarter of each year
while this Agreement is in effect, an executive officer of the
Adviser shall certify to the Board that the Adviser has
complied with the requirements of Rule 17j-1 and Section
204A during the previous year and
that there has been no violation of the Adviser's code
of ethics or, if such
a violation has occurred, that appropriate action was taken
in response to such violation. Upon the written request of the Fund or its
administrator, the Advisershall permit the Fund or its administrator
to examine the reports required to be
made to the Adviser by Rule 17j-l(c)(l).
E. Disqualification. The Adviser shall
immediately notify the Board of the occurrence of any event
which would disqualify the Adviser from serving
as an investment adviser of an investment company pursuant to
Section 9 of the 1940 Act or any other applicable statute or regulation.
F. Other Obligations and Services.
The Adviser shall make its officers and employees available
to the Board and officers of the Fund for consultation
and discussion regarding the management of each Portfolio and
its investment activities.
3. Execution and Allocation of Portfolio Brokerage.
A. The Adviser, subject to the control and
direction of the Board, shall have authority and discretion to
select brokers and dealers to execute transactions
for each Portfolio, and for the selection of the markets on
or in which the transactions
will be executed.
B. In acting pursuant to Section 3A,
the Adviser will place orders through such brokers or dealers
in conformity with the policies with respect to transactions
for each Portfolio set forth in the Fund's registration statement.
C. It is understood that neither the Fund
nor the Adviser will adopt a formula for allocation of a
Portfolio's brokerage.
D. It is understood that the Adviser may,
to the extent permitted by applicable laws and regulations,
aggregate securities to be sold or purchased for any Portfolio
and for other clients in order to obtain the most favorable price
and efficient execution. In that event, allocation of the securities
purchased or sold, as well as expensesincurred in the transaction,
will be made by the Adviser in the manner it considers to be the
most equitable and consistent with its fiduciary obligations to
the Fund and to its other clients.
E. It is understood that the Adviser may,
in its discretion, use brokers who provide a Portfolio with research,
analysis, advice and similar services to execute transactions
on behalf of the Portfolio, and the Adviser may pay to those brokers
in return for brokerage and research services a higher commission
than may be charged by other brokers, subject to the Adviser
determining in good faith that such commission is reasonable
in terms either of the particular transaction or of the overall
responsibility of the Adviser to such Portfolio and its other
clients and that the total commissions paid by such Portfolio
will be reasonable in relation
to the benefits to the Portfolio over the long term.
F. It is understood that the Adviser may use
brokers who (i) are affiliated with the Adviser provided that
no such broker will be utilized in any transaction in which such
broker acts as principal; and (ii) the commissions, fees or other
remuneration received by such brokers is reasonable and fair
compared to the commissions, fees or other remuneration paid to
other brokers in connection with comparable transactions
involving similar securities being purchased or sold during a
comparable period of time.
G. The Adviser shall provide such reports
as the Board may reasonably ortfolio's total brokerage and
transaction activities and the manner in which that business was allocated.
4. Expenses of the Fund. During the term of
this Agreement, each Portfolio will bear all expenses, not specifically
assumed by the Adviser, incurred in its operations and the offering of
its shares. Expenses borne by the Portfolios will include but not be
limited to the following (or each Portfolio's proportionate
share of the following): legal and audit expenses, organizational
expenses; interest; taxes; governmental fees; fees, voluntary
assessments and other expensesincurred in connection with membership
in investment company organizations;
the cost (including brokerage commissions or charges, if any) of securities
purchased or sold by each Portfolio and any losses incurred in connection
therewith; fees of custodians, transfer agents, registrars or
other agents; distribution fee; expenses of preparing
share certificates; expenses relating to the redemption or
repurchase of shares; expenses of registering and qualifying
shares for sale under applicable federal and state law and maintaining
such registrations and qualifications; expenses of preparing,
setting in print, printing and distributing prospectuses, proxy
statements, reports, notices and dividends to shareholders;
cost of stationery; costs of stockholders and other meetings
of the Fund; compensation and expenses of the independent directors
of the Fund; and the Fund's pro rata portion of premiums of any
fidelity bond and other insurance covering the Fund
and its officers and directors.
5. Compensation of the Adviser. For the services and
facilities to be furnished and expenses assumed hereunder, the
Adviser shall receive from each Portfolio an advisory fee
at the annual rate listed along with that Portfolio's name in
Schedule A attached hereto. This advisory fee shall be payable
monthly as soon as practicable after the last day of each month
based on the average of the daily values placed on the net assets
of each respective Portfolio as determined at the close of business
on each day throughout the month. The assets of each
Portfolio will be valued separately as of the close of regular
trading on the New York Stock Exchange (currently 4:00 p.m.,
Eastern time) on each business day throughout the
month or, if the Fund lawfully determines the value of
the net assets of any Portfolio as of some other time
on each business day, as of such time with respect to that Portfolio.
The first payment of such fee shall be made as promptly as possible
at the end of the month next succeeding the effective date
of this Agreement. In the event that the Adviser's right
to such fee commences on a date other than the last day of
the month, the fee for such month shall be based on the average
daily assets of the Portfolio in that period from the date of
commencement to the last day of the month. If the Fund determines
the value of the net assets of any Portfolio more than once on
any business day, the last such determination on that day shall
be deemed to be the sole determination on that day. The value of net
assets shall be determined pursuant to the applicable provisions of
the Fund's Articles of Incorporation, its By-Laws and the 1940 Act.
If, pursuant to such provisions, the determination of the net
asset value of any Portfolio of the Fund is suspended for
any particular business day, then the value of the net assets
of that Portfolio on that day shall be deemed to be the value
of its net assets as determined on the preceding business day.
If the determination of the net asset value of any Portfolio
has been suspended for more than one month, the Adviser's compensation
payable at the end of that month shall be computed on the basis
of the value of the net assets of the Portfolio as last determined
(whether during or prior to such month).
6. Activities and Affiliates of the Adviser.
A. Nothing in this Agreement shall limit or
restrict the right of any director, officer, or employee of
the Adviser who may also be a director, officer, or employee of
the Fund, to engage in any other business or to devote his time
and attention in part to the management or other aspects of any other
business, whether of a similar nature or a dissimilar nature, nor to
limit or restrict the right of the Adviser to engage in any other
business or to render services of any kind, including investment
advisory and management services,to any other corporation, firm,
individual or association.
B. The Fund acknowledges that the Adviser
or one or more of its "affiliated persons" may have investment
responsibilities or render investment advice to or perform
other investment advisory services for other
individuals or entities and that the Adviser, its "affiliated persons"
or any of its or their directors, officers, agents or
employees may buy, sell or trade in securities for its or
their respective accounts ("Affiliated Accounts").
Subject to the provisions of paragraph 3, the Fund agrees
that the Adviser or its "affiliated persons" may give advice or
exercise investment responsibility and take such other action with
respect to Affiliated Accounts which may differ
from the advice given or the timing or nature of action
with respect to the Portfolios, provided that the Adviser acts
in good faith. The Fund acknowledges that one or more of the Affiliated
Accounts may at any time hold, acquire, increase, decrease,
dispose of or otherwise deal with positions in investments
in which the Portfolio may have an interest. The Adviser shall
have no obligation to recommend for the Portfolio a position in
any investment which an Affiliated Account may acquire, and the
Fund shall have no first refusal, co-investment or other rights
in respect of any such investment, either for
its Portfolios or otherwise.
C. Subject to and in accordance with
the Articles of Incorporation and By-Laws of the Fund as
currently in effect and the 1940 Act and the rules thereunder,
it is understood that Directors, officers and agents
of the Fund and shareholders of the Fund are or may be interested
in the Adviser or its "affiliated persons," or that
directors, officers, agents and shareholders of the Adviser or
its "affiliated persons" are or may be interested in the Fund;
and that the effect of any such interests shall be governed by
said Articles of Incorporation, By-Laws and the 1940 Act
and the rules thereunder.
7. Liabilities of the Adviser.
A. Except as provided below, in the
absence of willful misfeasance, bad faith, gross negligence,
or reckless disregard of obligations or duties hereunder on the
part of the Adviser, the Adviser shall not be subject to
liability to the Fund or to any shareholder of the Fund or
its Portfolios for any act or omission in the course of,
or connected with, rendering services hereunder or for any
losses that may be sustained in the purchase, holding
or sale of any security or the making of any investment
for or on behalf of the Fund.
B. No provision of this Agreement
shall be construed to protect any Director or officer
of the Fund, or the Adviser, from liability in violation
of Sections 17(h), 17(i), 36(a) or 36(b) of the 1940 Act.
8. Effective Date; Term. This Agreement shall
continue in effect for one year and from year to year thereafter
only so long as specifically approved annually by (i) vote of
a majority of the directors of the Fund who are not parties
to this Agreement or interested persons of such parties, cast
in person at a meeting called for that purpose, and (ii) by
the Board or with respect to any given Portfolio by a vote of
a majority of the outstanding voting securities of such Portfolio.
9. Assignment. No "assignment"of this Agreement
shall be made by the Adviser, and this Agreement shall terminate
automatically in event of such assignment. The Adviser shall
notify the Fund in writing in advance of any proposed
change of "control" to enable the Fund to take the steps
necessary to enter into a new advisory agreement, if necessary.
10. Amendment. This Agreement may be amended at any time,
but only by written agreement between the Adviser and the Fund,
which amendment is subject to the approval of the Board and,
where required by the 1940 Act, the shareholders of
the affected Portfolio in the manner required by the 1940
Act and the rules thereunder.
11. Termination. This Agreement:
A. may at any time be terminated without payment
of any penalty by the Fund with respect to any
Portfolio (by vote of the Board or by "vote of a
majority of the outstanding voting securities")
on sixty (60) days' written notice to the Adviser;
B. shall immediately terminate in the event of
its"assignment"; and
C. may be terminated with respect to any Portfolio
by the Adviser on sixty (60) days' written notice to the Fund.
12. Name. In the event this Agreement
is terminated by either party or upon written notice
from the Adviser at any time, the Fund hereby agrees that
it will eliminate from its corporate name any reference
to the name "Xxxxxx Xxxxxx." The Fund shall have the non-exclusive
use of the name "Xxxxxx Xxxxxx" in whole or
in part so long as this Agreement is effective or
until such notice is given.
13. Definitions. As used in this Agreement,
the terms "affiliated person,""assignment," "control,"
"interested person" and "vote of a majority of the outstanding
voting securities" shall have the meanings set forth in the 1940
Act and the rules and regulations thereunder, subject to
any applicable orders of exemption issued by
the Securities and Exchange Commission.
13. Notice. Any notice under this Agreement
shall be given in writing addressed and delivered or mailed
postage prepaid to the other party to this Agreement
at its principal place of business.
14. Severability. If any provision
of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
15. Governing Law. To the extent that
state law has not been preempted by the provisions
of any law of the United States, this Agreement shall
be administered, construed and enforced according to
the laws of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF the parties have
caused this instrument to be signed on their behalf
by their respective officers thereunto
duly authorized, and their respective seals to be hereunto
affixed, all as of the date first written above.
REGIONS XXXXXX XXXXXX SELECT FUNDS
By: /s/ Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
XXXXXX ASSET MANAGEMENT, INC.
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: President
SCHEDULE A
REGIONS XXXXXX XXXXXX SELECT FUNDS
FEE SCHEDULE
Portfolio
% of average
daily net assets
Regions Xxxxxx Xxxxxx Select Aggressive Growth Fund 0.75%
Regions Xxxxxx Xxxxxx Select Balanced Fund 0.80%
Regions Xxxxxx Xxxxxx Select Fixed Income Fund 0.75%
Regions Xxxxxx Xxxxxx Select Government Money Market Fund 0.50%
Regions Xxxxxx Xxxxxx Select Growth Fund 0.80%
Regions Xxxxxx Xxxxxx Select Limited Maturity Government Fund 0.70%
Regions Xxxxxx Xxxxxx Select Strategic Equity Fund 0.80%
Regions Xxxxxx Xxxxxx Select Treasury Money Market Fund0.50%
Regions Xxxxxx Xxxxxx Select Value Fund0.80%
