ADMINISTRATION AGREEMENT
This ADMINISTRATION AGREEMENT ("Agreement") is made as of the 1st day of
January 2005 by and between REGIONS XXXXXX XXXXXX SELECT FUNDS (the "Fund"), a
Massachusetts business trust, having its principal place of business at 00 Xxxxx
Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxx 00000, and XXXXXX XXXXXX & COMPANY, INC. (the
"Administrator"), a Tennessee corporation, having its principal place of
business at 00 Xxxxx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxx 00000.
WHEREAS, the Fund, is an open-end, diversified management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"), and offers for sale ten distinct series of shares of beneficial
interest, which have been designated 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 Intermediate Tax Exempt Bond Fund, Regions Xxxxxx Xxxxxx
Select Limited Maturity Government Fund, Regions Xxxxxx Xxxxxx Select Mid Cap
Growth Fund, Regions Xxxxxx Xxxxxx Select Mid Cap Value Fund, Regions Xxxxxx
Xxxxxx Select Treasury Money Market Fund and Regions Xxxxxx Xxxxxx Select Value
Fund (each referred to as a "Portfolio"); and
WHEREAS, the Funds wishes to retain the Administrator to provide
administrative services to the Fund; and
WHEREAS, the Administrator is willing to furnish such services on the terms
and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed as follows:
1. APPOINTMENT OF THE ADMINISTRATOR. The Fund hereby appoints the Administrator
to act as the administrator for the Fund for the period, in the manner, and on
the terms set forth in this Agreement. The Administrator hereby accepts such
appointment and agrees during such period to render the services and to assume
the obligations herein set forth. The Administrator 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. ADMINISTRATIVE SERVICES. As administrator, and subject to the supervision and
control of the Board of Trustees ("Board") of the Fund, the Administrator shall
perform (or supervise the performance by others) and will provide facilities,
equipment and personnel to carry out the following administrative services for
operation of the business and affairs of the Fund:
(i) furnish without cost to the Fund, or pay the cost of, such office
space, office equipment and office facilities as are adequate for
the needs of the Fund;
(ii) provide, without remuneration from or other cost to the Fund, the
services of individuals competent to perform all of the executive,
administrative and clerical functions of the Fund that are not
performed by employees or other agents engaged by the Fund or by the
Administrator acting in some other capacity pursuant to a separate
agreement or arrangement with the Fund;
(iii) assist the Fund in selecting and coordinating the activities of the
other agents engaged by the Fund, including the Fund's dividend
disbursing agent, custodian, independent public accountants and
legal counsel;
(iv) authorize and permit the Administrator's directors, officers or
employees who may be elected or appointed as officers of the Fund or
directors of the Fund to serve in such capacities, without
remuneration from or other cost to the Fund;
(v) assure that all financial, accounting and other records required to
be maintained and preserved by the Fund are maintained and preserved
by it or on its behalf in accordance with applicable laws and
regulations;
(vi) assist in the preparation of (but not pay for) all periodic reports
by the Fund to shareholders of the Fund and all reports and filings
required to maintain the registration, qualification and listing on
a national securities exchange of the Fund and the shares of the
Fund, or to meet other regulatory or tax requirements applicable to
the Fund or the shares of the Fund, under federal and state
securities and tax laws;
(vii) respond to telephonic and in-person inquiries from existing
shareholders or their representatives requesting information
regarding matters such as shareholder account or transaction status,
net asset value of Fund shares, and Fund performance, Fund services,
plans and options, Fund investment policies, Fund portfolio
holdings, and Fund distributions and classification thereof for tax
purposes;
(viii) handle shareholder complaints and correspondence directed to or
brought to the attention of the Administrator; generate or develop
and distribute special data, notices, reports, programs and
literature required by large shareholders, by shareholders with
specialized informational needs, or by shareholders generally in
light of developments, such as changes in tax laws; and
(ix) provide such other services required by the Fund as the parties may
from time to time agree in writing are appropriate to be provided
under this Agreement.
3. BOOKS AND RECORDS. The Administrator shall maintain customary records in
connection with its duties as specified in this Agreement. Any records required
to be maintained and preserved pursuant to Rules 31a-1 and 31a-2 under the 1940
Act which are prepared or maintained by the Administrator on behalf of the Fund
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shall be the property of the Fund and will be made available or surrendered to
the Fund promptly upon request. In the case of any request or demand for the
inspection of such records by another party, the Administrator shall notify the
Fund and follow the Fund's instructions as to permitting or refusing such
inspection.
4. REPORTS. The Administrator shall furnish to or place at the disposal of the
Fund such information, evaluations, analyses and opinions formulated or obtained
by the Administrator in the discharge of its duties as the Fund may, from time
to time, reasonably request. The Fund shall furnish the Administrator with such
documents and information with regard to its affairs as the Administrator may,
at any time or from time to time, reasonably request in order to discharge its
obligations under this Agreement.
5. FUND PERSONNEL. The Administrator agrees to permit individuals who are
directors, officers or employees of the Administrator to serve (if duly
appointed or elected) as trustees, officers or employees of the Fund, without
remuneration from or other cost to the Fund.
6. EXPENSES. The Administrator shall be responsible for expenses incurred in
providing office space, equipment and personnel as may be necessary or
convenient to provide administrative services to the Fund, including the payment
of all fees, expenses and salaries of the trustees, officers or employees of the
Fund who are directors, officers or employees of the Administrator. The Fund
shall bear the expense of its operation, except those specifically allocated to
the Administrator under this Agreement or under any separate agreement between
the Fund and the Administrator. Subject to any separate agreement or arrangement
between the Fund and the Administrator, the expenses hereby allocated to the
Fund, and not to the Administrator, include, but are not limited to: (i)
organizational expenses; (ii) legal and audit expenses; (iii) borrowing
expenses; (iv) interest; (v) taxes; (vi) governmental fees; (vii) fees,
voluntary assessments and other expenses incurred in connection with membership
in investment company organizations; (viii) the cost (including brokerage
commissions or charges, if any) of securities purchased or sold by the Fund and
any losses incurred in connection therewith; (ix) fees of custodians, transfer
agents, registrars or other agents; (x) expenses of preparing share
certificates; (xi) expenses relating to the redemption or repurchase of shares;
(xii) expenses of registering and qualifying shares for sale under applicable
federal law and maintaining such registrations and qualifications; (xiii)
expenses of preparing, setting in print, printing and distributing prospectuses,
proxy statements, reports, notices and dividends to shareholders; (xiv) cost of
stationery; (xv) costs of shareholders and other meetings of the Fund; (xvi)
compensation and expenses of the independent trustees of the Fund; and (xvii)
the Fund's portion of premiums of any fidelity bond and other insurance covering
the Fund and its officers and trustees.
7. COMPENSATION. For the services and facilities to be furnished and expenses
assumed hereunder, the Administrator shall receive from each Portfolio an
administration fee at the annual rate listed along with that Portfolio's name in
Schedule A attached hereto. For the services and facilities to be furnished and
expenses assumed hereunder, the Administrator shall receive from each Portfolio
an administration fee at the annual rate listed above with that Portfolio's name
in this Schedule A. This administration 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
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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 Administrator'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 Amended and Restated Declaration of
Trust, 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
Administrator'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).
8. NON-EXCLUSIVE SERVICES. Nothing in this Agreement shall limit or restrict the
right of any director, officer or employee of the Administrator who may also be
a trustee, 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 Administrator to engage in any other business
or to render services of any kind, including administrative services, to any
other corporation, firm, individual or association, provided that any such other
services and activities do not, during the term of this Agreement, interfere, in
a material manner, with the Administrator's ability to meet all of its
obligations to the Fund hereunder.
9. Limitation of Liability.
-----------------------
9.1 LIABILITY OF THE ADMINISTRATOR. Neither the Administrator nor any
director, officer or employee of the Administrator performing services for the
Fund at the direction or request of the Administrator in connection with the
Administrator's discharge of its obligations hereunder shall be liable for any
error of judgment or mistake of law or for any loss suffered by the Fund in
connection with any matter to which this Agreement relates; provided that
nothing herein contained shall be construed (i) to protect the Administrator
against any liability to the Fund or its shareholders to which the Administrator
would otherwise be subject by reason of the Administrator's misfeasance, bad
faith, or gross negligence in the performance of the Administrator's duties, or
by reason of the Administrator's reckless disregard of its obligations and
duties under this Agreement ("disabling conduct"), or (ii) to protect any
director, officer or employee of the Administrator who is or was a trustee or
officer of the Fund against any liability to the Fund or its shareholders to
which such person would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of such person's office with the Fund.
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9.2 INDEMNIFICATION BY THE FUND. The Fund will indemnify the
Administrator against, and hold it harmless from, any and all expenses
(including reasonable counsel fees and expenses) incurred investigating or
defending against claims for losses or liabilities described in Section 9.1 not
resulting from negligence, disregard of its obligations and duties under this
Agreement or disabling conduct by the Administrator. Indemnification shall be
made only following: (i) a final decision on the merits by a court or other body
before whom the proceeding was brought that the Administrator was not liable by
reason of negligence, disregard of its obligations and duties under this
Agreement or disabling conduct or (ii) in the absence of such a decision, a
reasonable determination, based upon a review of the facts, that the
Administrator was not liable by reason of negligence, disregard of its
obligations and duties under this Agreement or disabling conduct by (a) the vote
of a majority of a quorum of trustees of the Fund who are neither "interested
persons" of the Fund nor parties to the proceeding ("disinterested non-party
trustees") or (b) an independent legal counsel in a written opinion. The
Administrator shall be entitled to advances from the Fund for payment of the
reasonable expenses incurred by it in connection with the matter as to which it
is seeking indemnification hereunder in the manner and to the fullest extent
permissible under Massachusetts law. The Administrator shall provide to the Fund
a written affirmation of its good faith belief that the standard of conduct
necessary for indemnification by the Fund has been met and a written undertaking
to repay any such advance if it should ultimately be determined that the
standard of conduct has not been met. In addition, at least one of the following
additional conditions shall be met: (a) the Administrator shall provide security
in form and amount acceptable to the Fund for its undertaking; (b) the Fund is
insured against losses arising by reason of the advance; or (c) a majority of a
quorum of the full Board of the Fund, the members of which majority are
disinterested non-party trustees, or independent legal counsel, in a written
opinion, shall have determined, based on a review of facts readily available to
the Fund at the time the advance is proposed to be made, that there is reason to
believe that the Administrator will ultimately be found to be entitled to
indemnification hereunder.
9.3 INDEMNIFICATION BY THE ADMINISTRATOR. The Administrator shall
indemnify the Fund and hold it harmless from and against any and all losses,
damages and expenses, including reasonable attorneys' fees and expenses,
incurred by the Fund which result from: (i) the Administrator's failure to
comply with the terms of this Agreement; or (ii) the Administrator's lack of
good faith in performing its obligations hereunder; or (iii) the Administrator's
negligence or misconduct or that of its employees, agents or contractors in
connection herewith. The Fund shall not be entitled to such indemnification in
respect of actions or omissions constituting negligence or misconduct on the
part of the Fund or its employees, agents or contractors other than the
Administrator unless such negligence or misconduct results from or is
accompanied by negligence or misconduct on the part of the Administrator, any
affiliated person of the Administrator, or any affiliated person of an
affiliated person of the Administrator. Before confessing any claim against it
which may be subject to indemnification hereunder, the Fund shall give the
Administrator reasonable opportunity to defend against such claim in its own
name or in the name of the Fund.
10. TERM OF AGREEMENT. The term of this Agreement shall begin on the date
first written above and, unless sooner terminated as hereinafter provided, this
Agreement shall remain in effect through August 31, 2005. Thereafter, this
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Agreement shall continue in effect from year to year, subject to the termination
provisions and all other terms and conditions hereof; provided such continuance
is approved at least annually by vote or written consent of the trustees,
including a majority of the trustees who are not interested persons of either
party hereto ("Independent Trustees"); and provided further, that the
Administrator shall not have notified the Fund in writing at least sixty (60)
days prior to the first expiration date hereof or at least sixty (60) days prior
to any expiration date in any year thereafter that it does not desire such
continuation. The Administrator shall furnish the Fund, promptly upon its
request, such information as may reasonably be necessary to evaluate the terms
of this Agreement or any extension, renewal or amendment thereof.
11. AMENDMENT OR ASSIGNMENT OF AGREEMENT. This Agreement may be amended at
any time, but only by written agreement between the Administrator and the Fund,
which agreement has been authorized by the Board, including the vote or written
consent of a majority of the Independent Trustees. This Agreement shall
terminate automatically and immediately in the event of its assignment.
12. TERMINATION OF AGREEMENT. This Agreement may be terminated at any time
by either party hereto, without the payment of any penalty, upon at least sixty
(60) days' prior written notice to the other party; provided that, in the case
of termination by the Fund, such action shall have been authorized by the Board,
including the vote or written consent of a majority of the Independent Trustees.
13. INTERPRETATION AND DEFINITION OF TERMS. Any question of interpretation
of any term or provision of this Agreement having a counterpart in or otherwise
derived from a term or provision of the 1940 Act shall be resolved by reference
to such term or provision of the 1940 Act and to interpretation thereof, if any,
by the United States courts or, in the absence of any controlling decision of
any court, by rules, regulations or orders of the Securities and Exchange
Commission validly issued pursuant to the 1940 Act. Specifically, the terms
"assignment," "interested person" and "majority of the outstanding voting
securities" shall have the meanings given to them by Section 2(a) of the 1940
Act, subject to such exemptions as may be granted by the Securities and Exchange
Commission by any rule, regulation or order.
14. GOVERNING LAW. Except insofar as the 1940 Act or other federal laws and
regulations may be controlling, this Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the Commonwealth of
Massachusetts.
15. 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.
16. CAPTIONS. The captions in this Agreement are included for convenience
of reference only and in no way define or delineate any of the provisions hereof
or otherwise affect their construction or effect.
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17. 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.
18. MATTERS RELATING TO THE FUND AS A MASSACHUSETTS BUSINESS TRUST. It is
expressly agreed that the obligations of the Fund hereunder shall not be binding
upon any of the Trustees, shareholders, nominees, officers, agents or employees
of the Fund personally, but shall bind only the trust property of the Fund. The
execution and delivery of this Agreement have been authorized by the Board, and
this Agreement has been signed and delivered by an authorized officer of the
Fund, acting as such, and neither such authorization by the Board nor such
execution and delivery by such officer shall be deemed to have been made by any
of them individually or to impose any liability on any of them personally, but
shall bind only the trust property of the Fund as provided in the Fund's
Declaration of Trust.
IN WITNESS WHEREOF the parties have caused this instrument to be signed
on their behalf by their respective officers thereunto duly authorized all as of
the date first written above.
REGIONS XXXXXX XXXXXX SELECT FUNDS
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Secretary and Assistant Treasurer
XXXXXX ASSET MANAGEMENT, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Secretary and Treasurer
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REGIONS XXXXXX XXXXXX SELECT FUNDS
ADMINISTRATION AGREEMENT
SCHEDULE A
ANNUALIZED % OF AVERAGE
PORTFOLIO DAILY NET ASSETS
--------- ----------------
Regions Xxxxxx Xxxxxx Select Balanced Fund 0.065%
Regions Xxxxxx Xxxxxx Select Fixed Income
Fund 0.065%
Regions Xxxxxx Xxxxxx Select Government
Money Market Fund 0.065%
Regions Xxxxxx Xxxxxx Select Growth Fund 0.065%
Regions Xxxxxx Xxxxxx Select Intermediate
Tax Exempt Bond Fund 0.065%
Regions Xxxxxx Xxxxxx Select Limited
Maturity Government Fund 0.065%
Regions Xxxxxx Xxxxxx Select Mid Cap
Growth Fund 0.065%
Regions Xxxxxx Xxxxxx Select Mid Cap Value
Fund 0.065%
Regions Xxxxxx Xxxxxx Select Treasury
Money Market Fund 0.065%
Regions Xxxxxx Xxxxxx Select Value Fund 0.065%
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