AMENDMENT TO FUND ACCOUNTING AGREEMENT
AMENDMENT effective as of the 18th day of February, 2005 between REGIONS
XXXXXX XXXXXX SELECT FUNDS (the "Trust"), a Massachusetts business trust having
its principal place of business at 00 Xxxxx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxx
00000 and BISYS FUND SERVICES OHIO, INC. ("BISYS"), a Delaware corporation
having its principal place of business at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx
00000, to the Fund Accounting Agreement, dated January 3, 2005, (the
"Agreement"), under which BISYS performs fund accounting services for certain
investment portfolios of the Trust (the "MK Funds"). All capitalized terms used
but not defined herein shall have the meaning given to them in the Agreements.
WHEREAS, BISYS and LEADER Mutual Funds ("LEADER") entered into a Fund
Accounting Agreement dated April 1, 2004 (the "LEADER Agreement"), whereby BISYS
agreed to perform fund accounting services for LEADER, which has continued in
effect through the date hereof;
WHEREAS, certain investment portfolios of LEADER, listed on Schedule A,
(the "LEADER Funds") are being transferred to the Trust as of the date hereof
(the "Consolidation");
WHEREAS, the Trust desires that BISYS continue to perform fund accounting
services for the MK Funds and the LEADER Funds;
WHEREAS, BISYS is willing to perform such services on the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the covenants herein contained, the
Company and BISYS hereby agree as follows:
1. ADDITION OF FUNDS. The term "Funds" as used in the Agreement shall
mean the LEADER Funds and the MK Funds, collectively. Schedules A and B to the
Agreement are hereby deleted and replaced with the Schedules A and B attached
hereto.
2. TERM. The following paragraph is added as new Section 6(d) of the
Agreement:
"(d) The parties acknowledge that Xxxxxx Xxxxxx & Company, Inc. is expected
to become the Trust's fund accountant on or after June 1, 2005. The parties
agree that this Agreement may be terminated at such time with respect to all
Funds other than money market Funds without application of the liquidated
damages provision contained in Section 6(c) above subject to the terms of that
certain letter agreement between Xxxxxx Asset Management, Inc., BISYS, and BISYS
Fund Services Limited Partnership, dated October 18, 2004, (the "Xxxxxx Letter
Agreement") being otherwise fulfilled by December 31, 2005."
3. MISCELLANEOUS
(a) This Amendment supplements and amends the Agreement. The provisions set
forth in this Amendment supersede all prior negotiations, understandings and
agreements bearing upon the subject matter covered herein, including any
conflicting provisions of the Agreements or any provisions of the Agreements
that directly cover or indirectly bear upon matters covered under this
Amendment. This Agreement shall not supersede or otherwise affect any provisions
of the Xxxxxx Letter Agreement.
(b) Each reference to the Agreement in such Agreement and in every other
agreement, contract or instrument to which the parties are bound, shall
hereafter be construed as a reference to the Agreement as amended by this
Amendment. Except as provided in this Amendment, the provisions of each
Agreement remain in full force and effect (including, without limitation, the
term of the Agreement). No amendment or modification to this Amendment shall be
valid unless made in writing and executed by each party hereto.
(c) Paragraph headings in this Amendment are included for convenience only
and are not to be used to construe or interpret this Amendment.
(d) This Amendment may be executed in counterparts, each of which shall be
an original but all of which, taken together, shall constitute one and the same
agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed all as of the day and year first above written.
REGIONS XXXXXX XXXXXX SELECT FUNDS
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Secretary and Assistant Treasurer
BISYS FUND SERVICES OHIO, INC.
By: /s/ Xxxx Xxxxxxx
--------------------------------------
Name: Xxxx Xxxxxxx
Title: President
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AMENDED SCHEDULE A
TO THE FUND ACCOUNTING AGREEMENT
BETWEEN REGIONS XXXXXX XXXXXX SELECT FUNDS
AND BISYS FUND SERVICES OHIO, INC.
DATE: FEBRUARY 18, 2005
LEADER FUNDS
------------
FUND NAME BEFORE CONSOLIDATION FUND NAME AFTER CONSOLIDATION
------------------------------ -----------------------------
GROUP I
LEADER Growth Equity Fund Regions Xxxxxx Xxxxxx Select LEADER
Growth Equity Fund
LEADER Growth & Income Fund Regions Xxxxxx Xxxxxx Select LEADER
Growth & Income Fund
LEADER Balanced Fund Regions Xxxxxx Xxxxxx Select LEADER
Balanced Fund
LEADER Tax-Exempt Bond Fund Regions Xxxxxx Xxxxxx Select LEADER
Tax-Exempt Bond Fund
LEADER Intermediate Bond Fund Regions Xxxxxx Xxxxxx Select LEADER
Intermediate Bond Fund
GROUP II
LEADER Tax-Exempt Money Market Regions Xxxxxx Xxxxxx Select LEADER
Fund Tax-Exempt Money Market Fund
LEADER Money Market Fund Regions Xxxxxx Xxxxxx Select LEADER
Money Market Fund
MK FUNDS
--------
Regions Xxxxxx Xxxxxx Select Treasury Money Market Fund
Regions Xxxxxx Xxxxxx Select Government Money Market Fund
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AMENDED SCHEDULE B
TO THE FUND ACCOUNTING AGREEMENT
BETWEEN REGIONS XXXXXX XXXXXX SELECT FUNDS
AND BISYS FUND SERVICES OHIO, INC.
DATE: FEBRUARY 18, 2005
FEES
----
For purposes of determining the annual fees, the value of each Fund's net assets
shall be computed in the manner described in the Declaration of Trust or in such
Fund's Prospectus as from time to time in effect for the computation of the
value of such net assets in connection with the purchase and redemption of
shares.
ANNUAL FEE I: INCREMENTAL NET ASSETS Fee
------------- ----------------------
Up to $500 million 0.030%
>$500 million - $1 billion 0.015%
>$1 billion 0.010%
The foregoing fees are calculated based on the total net assets of the Group I
and Group II LEADER Funds combined with the Xxxxxx Xxxxxx Select LEADER Short
Term Bond Fund (the "MK LEADER Fund"), and allocated to each LEADER Fund and the
MK LEADER Fund proportionate to their relative net assets subject to a minimum
of $35,000 per annum per Fund (including the MK LEADER Fund); however, the fees
allocated to the Group II LEADER Funds in this calculation are not charged to
any Fund.
ANNUAL FEE II: 0.030% of total net assets. The foregoing fees are calculated
based on the total net assets of the Group II LEADER Funds combined with the MK
Funds and allocated to each Group II LEADER Fund and each MK Fund proportionate
to their relative net assets.
PER CLASS FEE: In addition to the annual fees set forth above, BISYS shall be
entitled to an additional annual charge of $10,000 per class per Fund for each
class of shares in excess of one. Additional class fees are currently waived for
the Tax-Exempt Bond Fund; $2,500 of the additional class fees is currently
waived for Investor class B Shares of all variable NAV funds. The foregoing
waivers will continue until March 31, 2006, and will then be decreased by 50%
for remainder of Initial Term and any Rollover Term.
CPI ESCALATION
--------------
The fixed fees and other fees expressed as stated dollar amounts in this
schedule and in the Agreement shall be increased annually commencing on the
one-year anniversary date of the effective date hereof by the percentage
increase since the effective date in consumer prices for services as measured by
the United States Consumer Price Index entitled "All Services Less Rent of
Shelter" or a similar index should such index no longer be published.
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