Exhibit (d)(i) under Form N-1A
Exhibit 10 under Item 601/Reg S-K
REGIONS XXXXXX XXXXXX SELECT FUNDS
INVESTMENT ADVISORY CONTRACT
This Contract is made as of February 26, 1992, as amended and restated
on May 5, 2002 and November 1, 2002, between Xxxxxx Asset Management, Inc., a
registered investment adviser and an indirect, wholly owned subsidiary of
Regions Financial Corporation (the "Adviser"), and Regions Xxxxxx Xxxxxx
Select Funds, a Massachusetts business trust (the "Trust").
WHEREAS, the Trust is an open-end management investment company as that
term is defined in the Investment Company Act of 1940 and is registered as
such with the Securities and Exchange Commission; and
WHEREAS, the Adviser is engaged in the business of rendering investment
advisory and management services.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
agree as follows:
1. The Trust hereby appoints Adviser as Investment Adviser for each
of the portfolios ("Funds") of the Trust which executes an exhibit to this
Contract, and Adviser accepts the appointments. Subject to the direction of
the Trustees of the Trust, Adviser shall provide investment research and
supervision of the investments of each of the Funds and conduct a continuous
program of investment evaluation and of appropriate sale or other disposition
and reinvestment of each Fund's assets.
2. Adviser, in its supervision of the investments of each of the
Funds will be guided by each of the Fund's investment objective and policies
and the provisions and restrictions contained in the Declaration of Trust and
By-Laws of the Trust and as set forth in the Registration Statement and
exhibits as may be on file with the Securities and Exchange Commission.
3. Each Fund shall pay or cause to be paid all of its own expenses
and its allocable share of Trust expenses, including without limitation, the
expenses of organizing the Trust and continuing its existence; fees and
expenses of Trustees and officers of the Trust; fees for investment advisory
services and administrative personnel and services; fees and expenses of
preparing and its Registration Statements under the Securities Act of 1933
and the Investment Company Act of 1940 and any amendments thereto; expenses
of registering and qualifying the Trust, the Funds and shares ("Shares") of
the Funds under Federal and state laws and regulations; expenses of
preparing, printing and distributing prospectuses (and any amendments
thereto); interest expense, taxes, fees and commissions of every kind;
expenses of issue (including cost of Share certificates), purchase,
repurchase and redemption of Shares, including expenses attributable to a
program of periodic issue; charges and expenses of custodians, transfer
agents, dividend disbursing agents, shareholder servicing agents, and
registrars; printing and mailing costs, auditing, accounting and legal
expenses; reports to shareholders and governmental officers and commissions;
expenses of meetings of Trustees and shareholders and proxy solicitations
therefor; insurance expenses; association membership dues; and such
nonrecurring items as may arise, including all losses and liabilities
incurred in administering the Trust and the Funds. Each Fund will also pay
its allocable share of such extraordinary expenses as may arise including
expenses incurred in connection with litigation, proceedings, and claims and
the legal obligations of the Trust to indemnify its officers and Trustees and
agents with respect thereto.
4. Each of the Funds shall pay to Adviser, for all services rendered
to such Fund by Adviser hereunder, the fees set forth in the exhibits
attached hereto.
5. The net asset value of each Fund's Shares as used herein will be
calculated to the nearest 1/10th of one cent.
6. The Adviser may from time to time and for such periods as it
deems appropriate reduce its compensation (and, if appropriate, assume
expenses of one or more of the Funds or classes thereof) to the extent the
expenses of any Fund or a class thereof exceed such lower expense limitation
as the Adviser may, by notice to the Fund, voluntarily declare to be
effective.
7. This Contract shall begin for each Fund as of the date of
execution of the applicable exhibit and shall continue in effect with respect
to each Fund presently set forth on as exhibit (and any subsequent Funds
added pursuant to an exhibit during the initial term of this contract) for
two years from the date of this contract set forth above 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 Trust, including a majority of the Trustees who are not
parties to this Contract or interested persons of any such party (other than
as Trustees of the Trust) cast in person at a meeting called for that
purpose; and (b) Adviser shall not have notified a Fund in writing at least
sixty (60) days prior to the anniversary date of this Contract in any year
thereafter that it does not desire such continuation with respect to that
Fund. If a Fund is added after the first approval by the Trustees as
described above, this Contract will be effective as to that Fund upon
execution of the applicable exhibit and will continue in effect until the
next annual approval of this Contract by the Trustees and thereafter for
successive periods of one year, subject to approval as described above.
8. Notwithstanding any provision in this Contract, it may be
terminated at any time with respect to any Fund, without the payment of any
penalty, by the Trustees of the Trust or by a vote of a majority of the
shareholders of that Fund on sixty (60) days' written notice to Adviser.
9. This Contract may not be assigned by Adviser and shall
automatically terminate in the event of any assignment. Adviser may employ
or contract with such other person, persons, corporation, or corporations at
its own cost and expense as it shall determine in order to assist it in
carrying out this Contract.
10. In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties under this Contract
on the part of Adviser, Adviser shall not be liable to the Trust or to any of
the Funds or to any shareholder for any act or omission in the course of or
connected in any way with rendering services or for any losses that may be
sustained in the purchase, holding, or sale of any security.
11. This Contract may be amended at any time by agreement of the
parties provided that the amendment shall be approved both by the vote of a
majority of the Trustees of the Trust, including a majority of Trustees who
are not parties to this Contract or interested persons of any such party to
this Contract (other than as Trustees of the Trust), cast in person at a
meeting called for that purpose, and on behalf of a Fund by a majority of the
outstanding voting securities of such Fund.
12. Adviser is hereby expressly put on notice of the limitation of
liability as set forth in Article XI of the Declaration of Trust and agrees
that the obligations pursuant to this Contract of a particular Fund and of
the Trust with respect to that particular Fund be limited solely to the
assets of that particular Fund, and Adviser shall not seek satisfaction of
any such obligation from any other Fund, the shareholders of any Fund, the
Trustees, officers, employees or agents of the Trust, or any of them.
13. Adviser agrees to maintain the security and confidentiality of
nonpublic personal information (NPI") of Fund customers and consumers, as
those terms are defined in Regulation S-P, 17 CFR Part 248. Adviser agrees
to use and redisclose such NPI for the limited purposes of processing and
servicing transactions; for specific law enforcement and miscellaneous
purposes; and to service providers or in connection with joint marketing
arrangements directed by the Fund(s), in each instance in furtherance of
fulfilling Adviser's obligations under this Contract and consistent with the
exceptions provided in 17 CFR Sections 248.14, 248.15 and 248.13,
respectively.
14. This Contract shall be construed in accordance with and governed by the
laws of the Commonwealth of Pennsylvania.
15. This Contract will become binding on the parties hereto upon
their execution of the attached exhibits to this Contract.
