Exhibit (10)(c)
SHAREHOLDER SERVICES AGREEMENT
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THIS AGREEMENT, made this 12th day of May, 2005, by and between Regions
Xxxxxx Xxxxxx Select Funds, on behalf of the Portfolios listed on the attached
Exhibit A, as may be amended from time to time, having their principal office
and place of business at Fifty Xxxxx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxx 00000
(individually referred to herein as a "Fund" and collectively as "Funds") and
Xxxxxx Xxxxxx & Company, Inc., a Tennessee corporation, having its principal
office and place of business at Fifty Xxxxx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxx
00000 ("Xxxxxx Xxxxxx").
1. The Funds hereby appoint Xxxxxx Xxxxxx to render or cause to be rendered
personal services to shareholders of the Funds and/or the maintenance of
accounts of shareholders of the Funds ("Services"). In addition to
providing Services directly to shareholders of the Funds, Xxxxxx Xxxxxx is
hereby appointed the Funds' agent to select, negotiate and subcontract for
the performance of Services. Xxxxxx Xxxxxx hereby accepts such
appointments. Xxxxxx Xxxxxx agrees to provide or cause to be provided
Services which, in its best judgment (subject to supervision and control
of the Funds' Boards of Trustees), are necessary or desirable for
shareholders of the Funds. Xxxxxx Xxxxxx further agrees to provide the
Funds, upon request, a written description of the Services which Xxxxxx
Xxxxxx is providing hereunder.
2. During the term of this Agreement, each Fund will pay Xxxxxx Xxxxxx and
Xxxxxx Xxxxxx agrees to accept as full compensation for its services
rendered hereunder a fee at an annual rate, calculated daily and payable
monthly, up to 0.25% of 1% of average net assets of each Fund's Class A
Shares and Class C Shares.
For the payment period in which this Agreement becomes effective or
terminates with respect to any Fund, there shall be an appropriate
proration of the monthly fee on the basis of the number of days that this
Agreement is in effect with respect to such Fund during the month.
3. This Agreement shall continue in effect for one year from the date of its
execution, and thereafter for successive periods of one year only if the
form of this Agreement is approved at least annually by the Board of each
Fund, including a majority of the members of the Board of the Fund who are
not interested persons of the Fund ("Independent Board Members") cast in
person at a meeting called for that purpose.
4. Notwithstanding paragraph 3, this Agreement may be terminated as follows:
(a) at any time, without the payment of any penalty, by the vote of a
majority of the Independent Board Members of any Fund or by a vote of
a majority of the outstanding voting securities of any Fund as
defined in the Investment Company Act of 1940 on sixty (60) days'
written notice to the parties to this Agreement;
(b) automatically in the event of the Agreement's assignment as defined
in the Investment Company Act of 1940; and
(c) by any party to the Agreement without cause by giving the other party
at least sixty (60) days' written notice of its intention to
terminate.
5. Xxxxxx Xxxxxx agrees to obtain any taxpayer identification number
certification from each shareholder of the Funds to which it provides
Services that is required under Section 3406 of the Internal Revenue Code,
and any applicable Treasury regulations, and to provide each Fund or its
designee with timely written notice of any failure to obtain such taxpayer
identification number certification in order to enable the implementation
of any required backup withholding.
6. Xxxxxx Xxxxxx shall not be liable for any error of judgment or mistake of
law or for any loss suffered by any Fund in connection with the matters to
which this Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the performance
of its duties or from reckless disregard by it of its obligations and
duties under this Agreement. Xxxxxx Xxxxxx shall be entitled to rely on
and may act upon advice of counsel (who may be counsel for such Fund) on
all matters, and shall be without liability for any action reasonably
taken or omitted pursuant to such advice. Any person, even though also an
officer, trustee, partner, employee or agent of Xxxxxx Xxxxxx, who may be
or become a member of such Fund's Board, officer, employee or agent of any
Fund, shall be deemed, when rendering services to such Fund or acting on
any business of such Fund (other than services or business in connection
with the duties of Xxxxxx Xxxxxx hereunder) to be rendering such services
to or acting solely for such Fund and not as an officer, trustee, partner,
employee or agent or one under the control or direction of Xxxxxx Xxxxxx
even though paid by Xxxxxx Xxxxxx.
This Section 6 shall survive termination of this Agreement.
7. No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the
party against which an enforcement of the change, waiver, discharge or
termination is sought.
8. Xxxxxx Xxxxxx is expressly put on notice of the limitation of liability as
set forth in the Declaration of Trust of each Fund that is a Massachusetts
business trust and agrees that the obligations assumed by each such Fund
pursuant to this Agreement shall be limited in any case to such Fund and
its assets and that Xxxxxx Xxxxxx shall not seek satisfaction of any such
obligations from the shareholders of such Fund, the Trustees, Officers,
Employees or Agents of such Fund, or any of them.
9. The execution and delivery of this Agreement have been authorized by the
Board of Directors of Xxxxxx Xxxxxx and signed by an authorized officer of
Xxxxxx Xxxxxx, acting as such, and neither such authorization by such
Directors 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, and the obligations of this Agreement are not
binding upon any of the Directors or shareholders of Xxxxxx Xxxxxx, but
bind only the trust property of Xxxxxx Xxxxxx as provided in the Articles
of Incorporation of Xxxxxx Xxxxxx.
10. Notices of any kind to be given hereunder shall be in writing (including
facsimile communication) and shall be duly given if delivered to any Fund
and to such Fund at the following address: Fifty Xxxxx Xxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxxx 00000, Attention: President and if delivered to Xxxxxx
Xxxxxx at Fifty Xxxxx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxx 00000, Attention:
President.
11. 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. If any provision of this Agreement shall be held
or made invalid by a court or regulatory agency decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected thereby.
Subject to the provisions of Sections 3 and 4, hereof, this Agreement
shall be binding upon and shall inure to the benefit of the parties hereto
and their respective successors and shall be governed by Pennsylvania law;
provided, however, that nothing herein shall be construed in a manner
inconsistent with the Investment Company Act of 1940 or any rule or
regulation promulgated by the Securities and Exchange Commission
thereunder.
12. This Agreement may be executed by different parties on separate
counterparts, each of which, when so executed and delivered, shall be an
original, and all such counterparts shall together constitute one and the
same instrument.
13. This Agreement shall not be assigned by any party without the prior
written consent of Xxxxxx Xxxxxx in the case of assignment by any Fund, or
of the Funds in the case of assignment by Xxxxxx Xxxxxx, except that any
party may assign to a successor all of or a substantial portion of its
business to a party controlling, controlled by, or under common control
with such party. Nothing in this Section 14 shall prevent Xxxxxx Xxxxxx
from delegating its responsibilities to another entity to the extent
provided herein.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
Regions Xxxxxx Xxxxxx Select Funds
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Secretary and Assistant Treasurer
Xxxxxx Xxxxxx & Company, Inc.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Treasurer and Assistant Secretary
EXHIBIT A
to the
Shareholder Services Agreement
Regions Xxxxxx Xxxxxx Select Funds
Regions Xxxxxx Xxxxxx Select Mid Cap Growth Fund
Regions Xxxxxx Xxxxxx Select Growth Fund
Regions Xxxxxx Xxxxxx Select Mid Cap Value Fund
Regions Xxxxxx Xxxxxx Select Value Fund
Regions Xxxxxx Xxxxxx Select Balanced Fund
Regions Xxxxxx Xxxxxx Select Fixed Income Fund
Regions Xxxxxx Xxxxxx Select Limited Maturity Fixed Income Fund
Regions Xxxxxx Xxxxxx Select Intermediate Tax Exempt Bond Fund
Regions Xxxxxx Xxxxxx Select Treasury Money Market Fund
Regions Xxxxxx Xxxxxx Select Government Money Market Fund
This Shareholder Services Agreement is adopted by Regions Xxxxxx Xxxxxx
Select Funds with respect to the portfolios of the Trust set forth above.
In compensation for the services provided pursuant to this Shareholder
Services Agreement, Xxxxxx Xxxxxx will be paid a monthly fee computed at the
annual rate of .25% of 1% of the average aggregate net asset value of the Funds'
Class A Shares and Class C Shares held during the month.
