Exhibit h(xi) under Form N-1A
Exhibit (10) under Item 601/Reg. S-K
TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
XXXXXX XXXXXX & COMPANY, INC.
AND
REGIONS XXXXXX XXXXXX SELECT FUNDS
This Transfer Agency and Service Agreement, made this 11th day of November,
2002 (the "Agreement"), by and between Xxxxxx Xxxxxx & Company, Inc. ("Xxxxxx
Xxxxxx"), a Tennessee corporation having its principal place of business in
Memphis, Tennessee, and Regions Xxxxxx Xxxxxx Select Funds (the "Fund"), a
Massachusetts business trust.
WHEREAS, the Fund is registered as an open-end, diversified management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act") with distinct series of shares of beneficial interest (each a
"Portfolio" and collectively the "Portfolios"); and
WHEREAS, the shares of each Portfolio may be further divided into separate
classes (each a "Class"); and
WHEREAS, the Fund wishes to retain Xxxxxx Xxxxxx to serve as transfer
agent, registrar, dividend disbursing agent and shareholder servicing agent to
each Portfolio listed on Exhibit A attached hereto and made a part hereof, as
such Exhibit A may be amended from time to time, and Xxxxxx Xxxxxx wishes to
furnish such services.
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:
1. Appointments. The Fund hereby appoints Xxxxxx Xxxxxx as transfer agent,
registrar, divided disbursing agent and shareholder servicing agent for the Fund
and its Portfolios, and Xxxxxx Xxxxxx hereby accepts such appointment and agrees
to perform the duties thereof in accordance with the terms and conditions set
forth herein.
2. Documentation. The Fund (or the applicable Portfolio, as appropriate)
will furnish Xxxxxx Xxxxxx with all documents, certificates, contracts, forms,
and opinions that Xxxxxx Xxxxxx, in its discretion, deems necessary or
appropriate in connection with the proper performance of its duties hereunder.
3. Authorized Shares. The fund represents to Xxxxxx Xxxxxx that it is
authorized to issue an unlimited number of full and fractional shares of
beneficial interest, which may be issued in series and classes.
4. Services to be Performed.
a) In accordance with the Fund's current Registration Statement (the
"Prospectus") and procedures established from time to time by
agreement between the Fund and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx shall:
i. Receive for acceptance, orders and payment for the purchase of
shares of each Portfolio, and promptly deliver payment and
appropriate documentation therefor to the custodian of the Fund
(the "Custodian"). Xxxxxx Xxxxxx shall notify the Fund and the
Custodian on a daily basis of the total amount of orders and
payments so delivered;
ii. Pursuant to purchase orders, compute and issue the appropriate
number of shares of each Portfolio and Class and hold such shares
in the appropriate shareholder accounts;
iii. In the event that any check or other order for the purchase of
shares of the Fund and/or Class is returned unpaid for any
reason, Xxxxxx Xxxxxx shall debit the account of the shareholder
by the number of shares that had been credited to its account
upon receipt of the check or other order, promptly mail a debit
advice to the shareholder, and notify the Portfolio and/or Class
of its action. In the event that the amount paid for such shares
exceeds proceeds of the redemption of such shares plus the amount
of any dividends paid with respect to such shares, the Portfolio
and the Class or its distributor will reimburse Xxxxxx Xxxxxx on
the amount of such excess;
iv. Receive for acceptance, redemption requests and redemption
directions and, if such redemption requests comply with the
procedures as may be described in the Prospectus or set forth in
Proper Instructions, deliver the appropriate documentation
therefor to the Custodian. Xxxxxx Xxxxxx shall notify the
Portfolios on a daily basis of the total amount of redemption
requests processed and monies paid to Xxxxxx Xxxxxx by the
Custodian for redemptions;
v. At the appropriate time as and when the Fund receives monies paid
to it by the Custodian with respect to any redemption, pay or
cause to be paid any such redemption proceeds in the manner
instructed by the redeeming shareholders, pursuant to procedures
described in the Prospectus;
vi. Effect transfers of shares by the shareholders of each Portfolio
upon receipt of appropriate instructions;
vii. If any certificate returned for redemption or other request for
redemption does not comply with the procedures for redemption
approved by the Portfolio, Xxxxxx Xxxxxx shall promptly notify
the shareholder of such fact, together with the reason therefor,
and shall affect such redemption at the price applicable to the
date and time of receipt of documents complying with said
procedures;
viii.Identify and process abandoned accounts and uncashed checks for
state escheat requirements on an annual basis and report such
actions to the Fund;
ix. Upon notification by the Portfolios of the declaration of any
distribution to shareholders, Xxxxxx Xxxxxx shall act as Dividend
Disbursing Agent for the Portfolios in accordance with the
provisions of its governing document and the Prospectus of the
Fund. Xxxxxx Xxxxxx shall prepare and mail or credit income,
capital gain, or any other payments to shareholders. As the
Dividend Disbursing Agent, Xxxxxx Xxxxxx shall, on or before the
payment date of any such distribution, notify the Custodian of
the estimated amount required to pay any portion of said
distribution which is payable in cash and request the Custodian
to make available sufficient funds for the cash amount to be paid
out. Xxxxxx Xxxxxx shall reconcile the amounts so requested and
the amounts actually received with the Custodian on a daily
basis. If a shareholder is entitled to receive additional shares
by virtue of any such distribution or dividend, appropriate
credits shall be made to the shareholder's account;
x. Maintain records of account for each Portfolio and Class and
advise the Fund each Portfolio and Class and its shareholders as
to the foregoing; and
xi. Record the issuance of shares of each Portfolio and maintain
pursuant to applicable rules of the Securities and Exchange
Commission ("SEC") a record of the total number of shares of the
Portfolio and Class that are authorized, based upon data provided
to it by the Fund, and issued and outstanding. Xxxxxx Xxxxxx
shall also provide the Fund on a regular basis with the total
number of shares of each Portfolio and Class which are authorized
and issued and outstanding and shall have no obligation, when
recording the issuance of shares, except as otherwise set forth
herein, to monitor the issuance of such shares, which functions
shall be the sole responsibility of the Fund;
xii. Answer correspondence from shareholders relating to their
accounts and such other correspondence as may from time to time
be addressed to Xxxxxx Xxxxxx; and
xiii.Establish and maintain facilities and procedures for safekeeping
of stock certificates, check forms and facsimile signature
imprinting devices, if any; and for the preparation or use, and
for keeping account of, such certificates, forms and devices.
b) In addition to and not in lieu of the services set forth in the above
paragraph (a), Xxxxxx Xxxxxx shall:
i. Perform all of the customary services of a transfer agent,
shareholder servicing agent, registrar, dividend disbursing agent
and, as relevant, agent in connection with accumulation,
open-account or similar plans (including without limitation any
periodic investment plan or periodic withdrawal program);
including but not limited to: maintaining all shareholder
accounts, preparing shareholder meeting lists, mailing proxies,
receiving and tabulating proxies, and certifying the vote of
shareholders, mailing shareholder reports and prospectuses to
current shareholders, withholding taxes on non-resident alien
accounts, preparing and filing U.S. Treasury Department Forms
1099 and other appropriate forms required with respect to
dividends and distributions by federal authorities for all
shareholders, preparing and mailing confirmations and statements
of account to shareholders for all purchases and redemptions of
shares of each Portfolio and other confirmable transactions in
shareholders accounts, preparing and mailing activity statements
of shareholders, and providing shareholder account information
and
ii. Provide a system which will enable the Fund to monitor the total
number of shares of each Portfolio and each Class thereof sold in
each state. The Fund shall (i) identify to Xxxxxx Xxxxxx in
writing those transactions and assets to be treated as exempt
from the blue sky reporting for each state and (ii) verify the
classification of transactions for each state on the system prior
to activation and thereafter monitor the daily activity for each
state. The responsibility of Xxxxxx Xxxxxx for each Portfolio's
and Class' blue sky state registration status is solely limited
to the recording of the initial classification of transactions or
accounts with regard to blue sky compliance and the reporting of
such transactions and accounts to the Fund as provided above.
c) Procedures applicable to certain of these services described in
paragraphs (a) and (b) may be established from time to time by
agreement between the Fund and Xxxxxx Xxxxxx and shall be subject to
the review and approval of the Fund. The failure of the Fund to
establish such procedures with respect to any service shall not in any
way diminish the duty and obligation of Xxxxxx Xxxxxx to perform such
services hereunder.
5. Record Keeping and Other Information.
a) Xxxxxx Xxxxxx shall, commencing on the effective date of this
Agreement, create and maintain all necessary shareholder accounting
records in accordance with all applicable laws, rules and regulations,
including but not limited to records required by Section 31(a) of the
Investment Company Act of 1940, as amended (the "1940 Act"), and the
Rules thereunder, as amended from time to time. All such records shall
be the property of the Fund and shall be available for inspection and
use by the Fund. Where applicable, such records shall be maintained by
Xxxxxx Xxxxxx for the periods and in the places required by Rule 31a-2
under the 1940 Act.
b) Xxxxxx Xxxxxx shall establish and maintain records pursuant to
applicable rules of the SEC relating to the services to be performed
hereunder in the form and manner as agreed to by the Fund to include a
record for each shareholder's account of the following:
i. Name, address and tax identification number (and whether such
number has been certified);
ii. Number of shares held;
iii. Historical information regarding the account, including dividends
paid and date and price for all transactions;
iv. Any stop or restraining order placed against the account;
v. Information with respect to withholding in the case of a foreign
account or an account for which withholding is required by the
Internal Revenue Code;
vi. Any dividend reinvestment order, plan application, dividend
address and correspondence relating to the current maintenance of
the account;
vii. Certificate numbers and denominations for any shareholder holding
certificates;
viii.Any information required in order for Xxxxxx Xxxxxx to perform
the calculations contemplated or required by this Agreement.
6. Audit, Inspection and Visitation. Xxxxxx Xxxxxx shall make available
during regular business hours all records and other data created and maintained
pursuant to this Agreement for reasonable audit and inspection by the SEC, the
Fund or any person retained by the Fund.
7. Confirmations/Reports.
a) Xxxxxx Xxxxxx shall furnish to the Fund periodically the following
information:
i. A copy of the transaction register;
ii. Dividend and reinvestment blotters;
iii. The total number of shares issued and outstanding in each
state for "blue sky" purposes as determined according to
Proper Instructions delivered from time to time by the Fund
to Xxxxxx Xxxxxx; iv. Shareholder lists and statistical
information;
v. Payments to third parties relating to distribution
agreements, allocations of sales loads, redemption fees, or
other transaction- or sales-related payments;
vi. Such other information as may be agreed upon from time to
time.
b) Xxxxxx Xxxxxx shall prepare in the appropriate form, file with the
Internal Revenue Service and appropriate state agencies, and, if
required, mail to shareholders, such notices for reporting dividends
and distributions paid as are required to be so filed and mailed and
shall withhold such sums as are required to be withheld under
applicable federal and state income tax laws, rules and regulations.
8. Duties of the Fund.
a) The Fund assumes full responsibility for the preparation, contents and
distribution of the Prospectus and for complying with all applicable
requirements of the Securities Act of 1933, as amended (the "1933
Act"), the 1940 Act and any laws, rules and regulations of government
authorities having jurisdiction.
b) The Fund shall promptly inform Xxxxxx Xxxxxx of the declaration of any
dividend or distribution on account of any Portfolio's shares.
9. Compensation. Xxxxxx Xxxxxx shall be compensated by the Fund on a
monthly basis for the services performed for each Portfolio hereunder,
the rate of compensation being set forth in Exhibit B attached hereto
and made a part hereof, as such Exhibit B may be amended from time to
time. Expenses incurred by Xxxxxx Xxxxxx and not included within
Exhibit B hereto shall be reimbursed to Xxxxxx Xxxxxx by the Fund, as
appropriate; such expenses may include, but are not limited to,
special forms and postage for mailing of said forms. Such charges
shall be payable in full upon receipt of billing invoice; in lieu of
reimbursing Xxxxxx Xxxxxx for such expenses, the Fund may, in its
discretion, directly pay such expenses.
10. Use of Names. The Fund may use the name of Xxxxxx Xxxxxx in any
prospectus, sales literature or other material relating to the Fund
provided any such usage is not inaccurate, misleading or contrary to
any applicable laws and/or regulations.
11. Representations and Warranties.
a) Representations and Warranties of Xxxxxx Xxxxxx
Xxxxxx Xxxxxx represents and warrants to the Fund that:
i. It is a corporation duly organized and existing and in good
standing under the laws of the State of Tennessee;
ii. It is duly qualified to carry on its business in each
jurisdiction where the nature of its business requires such
qualification;
iii. It is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this
Agreement;
iv. All requisite corporate proceedings have been taken to authorize
it to enter into and perform its obligations under this
Agreement;
v. 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
vi. It is in compliance with federal securities law requirements and
is registered and in good standing as a transfer agent.
b) Representations and Warranties of the Fund
The Fund represents and warrants to Xxxxxx Xxxxxx that:
i. It is an investment company duly organized and existing and
in good standing under the laws of its state of
organization;
ii. It is empowered under applicable laws and by its Restated
Agreement and Declaration of Trust and By-laws (collectively
"Charter Documents") to enter into and perform its
obligations under this Agreement;
iii. All corporate proceedings required by said Charter Documents
have been taken to authorize it to enter into and perform
its obligations under this Agreement;
iv. The Fund is an open-end investment company registered under
the 1940 Act; and
v. A registration statement under the 1933 Act will be
effective, and appropriate authorizations for state
securities law filings have been made and will continue to
be made, with respect to all shares of each Portfolio being
offered for sale.
12. Proper Instructions. As used throughout this Agreement, "Proper
Instructions" 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) Xxxxxx Xxxxxx
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 Fund and Xxxxxx Xxxxxx 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 Fund and Xxxxxx Xxxxxx are satisfied that such
procedures afford adequate safeguards for the Fund's assets. Proper Instructions
may only be amended in writing.
13. Security. Xxxxxx Xxxxxx represents and warrants that, to the best of
its knowledge, the various procedures and systems which Xxxxxx Xxxxxx proposes
to implement with regard to safeguarding from loss or damage attributable to
fire, theft or any other cause (including provision for twenty-four hour a day
restricted access) the Fund's blank check, records and other data and Xxxxxx
Xxxxxx'x records, data, equipment, facilities and other property used in the
performance of its obligations hereunder are adequate and that it will implement
them in the manner proposed and make such changes therein from time to time as
in its judgment are required for the secure performance of obligations
hereunder.
14. Responsibility of Xxxxxx Xxxxxx; Limitation of Liability. Xxxxxx Xxxxxx
shall be held to the exercise of reasonable care in carrying out the provisions
of this Agreement, but the Fund shall indemnify and hold Xxxxxx Xxxxxx harmless
against any losses, claims, damages, liabilities or expenses (including
reasonable counsel fees and expenses) resulting from any claim, demand, action
or suit brought by any person (including a shareholder naming the Fund as a
party) other than the Fund arising out of, or in connection with, Xxxxxx
Xxxxxx'x performance of its obligations hereunder, provided, that Xxxxxx Xxxxxx
does not act with bad faith, willful misfeasance, reckless disregard of its
obligations and duties, or negligence.
The Fund shall also indemnify and hold Xxxxxx Xxxxxx harmless against any
losses, claims, damages, liabilities or expenses (including reasonable counsel
fees and expenses) resulting from any claim, demand, action or suit (except to
the extent contributed to by Xxxxxx Xxxxxx'x bad faith, willful misfeasance,
reckless disregard of its obligations and duties, or negligence) resulting from
the negligence of the Fund, or Xxxxxx Xxxxxx'x acting in reliance upon advice
reasonably believed by Xxxxxx Xxxxxx to have been given by counsel for the Fund,
or as a result of Xxxxxx Xxxxxx'x acting in reliance upon any instrument
reasonably believed by it to have been genuine and signed, countersigned or
executed by the proper person.
In no event shall Xxxxxx Xxxxxx be liable for indirect, special, or
consequential damages (even if Xxxxxx Xxxxxx has been advised of the possibility
of such damages) arising from the obligations assumed hereunder and the services
provided by this Agreement, including but not limited to lost profits, loss of
use of the shareholder accounting system, cost of capital, cost of substitute
facilities, programs or services, downtime costs, or claims of the Fund's
shareholders for such damage.
15. Force Majeure. Xxxxxx Xxxxxx shall not be liable for delays or errors
occurring by reason of circumstances beyond its control, including but not
limited to acts of civil military authority, nation emergencies, work stoppages,
fire flood, catastrophe, acts of God, insurrection, war, riot, or failure of
communication or power supply. In the event of equipment breakdowns beyond its
control, Xxxxxx Xxxxxx shall take reasonable steps to minimize service
interruptions but shall have no liability with respect thereto.
16. Amendments. Xxxxxx Xxxxxx and the Fund shall regularly consult with
each other regarding Xxxxxx Xxxxxx'x performance of its obligations hereunder.
Any change in the Fund's registration statements under the Securities Act of
1933, as amended, or the 1940 Act or in the forms relating to any plan, program
or service offered by the Prospectus which would require a change in Xxxxxx
Xxxxxx'x obligations hereunder shall be subject to Xxxxxx Xxxxxx'x approval,
which shall not be unreasonably withheld. Neither this Agreement nor any
provisions hereof may be changed, waived, discharged, or terminated orally, but
only by written instrument which shall make specific reference to this Agreement
and which shall be signed by the party against which enforcement of such change,
waiver, discharge, or termination is sought.
17. Term of Agreement. This Agreement shall become effective as of its
execution. Thereafter, the Agreement will be renewed automatically on an annual
basis; provided, however, that this Agreement may be terminated at any time by
either party upon at least sixty days' prior written notice to the other party
and provided further that this Agreement may be terminated immediately at any
time for cause either by the Fund or Xxxxxx Xxxxxx. Any such termination shall
not effect the rights and obligations of the parties under Paragraphs 14 and 15
hereof. In the event that the Fund designates a successor to any of Xxxxxx
Xxxxxx'x obligations hereunder, Xxxxxx Xxxxxx shall, at the expense and
direction of the Fund, transfer to such successor all relevant books, records
and other data of the Fund established or maintained by Xxxxxx Xxxxxx hereunder
and shall cooperate in the transfer of such duties and responsibilities,
including provision for assistance from Xxxxxx Xxxxxx'x cognizant personnel in
the establishment of books, records and other data by such successor. Historical
records will be transferred in accordance with all then current laws and
industry regulations.
18. Assignment. Xxxxxx Xxxxxx may assign its rights and duties hereunder to
any majority-owned direct or indirect subsidiary of Xxxxxx Xxxxxx or Regions
Financial Corporation, provided that (i) Xxxxxx Xxxxxx gives the Fund 30 days'
prior written notice of such assignment of delegation, (ii) the delegate or
assignee is registered and qualified as a transfer agent under the Securities
Exchange Act of 1934, as amended to act as a transfer agent, (iii) the assignee
or delegate agrees to comply with the relevant provision of the 1940 Act, and
(iv) Xxxxxx Xxxxxx and such assignee or delegate promptly provide such
information as the Fund may reasonably request, relative to the assignment or
delegation.
19. Miscellaneous. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof. This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Tennessee. The captions in this Agreement
are included for convenience and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day and year first above written.
XXXXXX XXXXXX & COMPANY, INC.
By /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Controller, Managing Director
REGIONS XXXXXX XXXXXX SELECT FUNDS
By /s/ Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
EXHIBIT A
PORTFOLIOS
Regions Xxxxxx Xxxxxx Select Aggressive Growth Fund
Regions Xxxxxx Xxxxxx Select Balanced Fund
Regions Xxxxxx Xxxxxx Select Fixed Income Fund
Regions Xxxxxx Xxxxxx Select Government Money Market Fund
Regions Xxxxxx Xxxxxx Select Growth Fund
Regions Xxxxxx Xxxxxx Select Limited Maturity Government Fund
Regions Xxxxxx Xxxxxx Select Treasury Money Market Fund
Regions Xxxxxx Xxxxxx Select Value Fund
Exhibit B
BASE FEE (Annual fee per Fund Class) $18,000
ACCOUNT FEE (Annual account charge)
-Daily dividend fund $16.00
-Monthly dividend fund $10.00
-Quarterly dividend fund $10.00
-Contingent Deferred Sales Charge (additionally) $5.00
(monthly and quarterly funds only)
-Closed Accounts $1.20
TERMINATION FEE N/A
OUT-OF-POCKET EXPENSES SCHEDULE
Out-of-pocket expenses include, but are not limited to, the following:
Postage (including overnight courier service)
Statement Stock
Envelopes
Telecommunication Charges (including FAX)
Travel
Duplicating
Forms
Supplies
Microfiche
Computer Access Charges
Client Specific Enhancements
Disaster Recovery
Processing Fees
