AMENDMENT TO SUB-ADMINISTRATION AGREEMENT
AMENDMENT effective as of the 18th day of February, 2005 between ▇▇▇▇▇▇
▇▇▇▇▇▇ & COMPANY, INC. (the "Company"), a Tennessee corporation having its
principal place of business at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
and BISYS FUND SERVICES OHIO, INC. ("BISYS"), a Delaware corporation having its
principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, to the
Sub-Administration Agreement, dated January 3, 2005, (the "Agreement"), under
which BISYS performs certain administration services for certain investment
portfolios of the Regions ▇▇▇▇▇▇ ▇▇▇▇▇▇ Select Funds (the "Fund Company") (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 an
Administration Agreement dated April 1, 2004 (the "LEADER Agreement"), whereby
BISYS agreed to perform administration 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 Fund Company as of the date
hereof (the "Consolidation");
WHEREAS, the Company desires that BISYS continue to perform certain
administration 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.
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(a) The term "Funds" as used in the Agreement shall mean the LEADER
Funds and the MK Funds, collectively. Schedule A to the Agreement is hereby
deleted and replaced with the Schedule A attached hereto.
(b) Section 4(a) of the Agreement is hereby deleted and replaced
with the following:
"(a) For the services to be rendered, the facilities furnished and the
expenses assumed by BISYS pursuant to this Agreement, the Company shall pay
monthly to BISYS compensation at an annual rate of (i) 0.105% (10.5 basis
points) of the average daily net assets of the LEADER Funds, and (ii) 0.06% (6
basis points) of the average daily net assets of the MK Funds. In addition to
the foregoing, the Company shall also reimburse BISYS for all of its reasonable
out-of-pocket expenses, including, but not limited to, travel and lodging
expenses incurred by officers and employees of BISYS in connection with
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attendance at (A) Board meetings and (B) any other meetings for which such
attendance is requested or agreed upon by the parties."
2. TERM.
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THE FOLLOWING PARAGRAPH IS ADDED AS NEW SECTION 6(d) OF THE AGREEMENT:
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"(d) The parties acknowledge that the Company is expected to take over
BISYS's obligation hereunder with respect to all Funds other than money
market Funds. 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 7(c)
above subject to the terms of that certain letter agreement between ▇▇▇▇▇▇
Asset Management, Inc., BISYS, and BISYS Fund Services Limited Partnership,
dated October 18, 2004, (the "▇▇▇▇▇▇ Letter Agreement") being otherwise
fulfilled by December 31, 2005."
3. MISCELLANEOUS
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(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 ▇▇▇▇▇▇ 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed all as of the day and year first above written.
▇▇▇▇▇▇ ▇▇▇▇▇▇ & COMPANY, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director, Assistant Treasurer
BISYS FUND SERVICES OHIO, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
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AMENDED SCHEDULE A
ADMINISTRATION AGREEMENT BETWEEN
▇▇▇▇▇▇ ▇▇▇▇▇▇ & COMPANY, INC.
AND BISYS FUND SERVICES OHIO, INC.
DATE: FEBRUARY 18, 2005
LEADER FUNDS
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FUND NAME BEFORE CONSOLIDATION FUND NAME AFTER CONSOLIDATION
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LEADER Growth Equity Fund Regions ▇▇▇▇▇▇ ▇▇▇▇▇▇ Select LEADER
Growth Equity Fund
LEADER Growth & Income Fund Regions ▇▇▇▇▇▇ ▇▇▇▇▇▇ Select LEADER
Growth & Income Fund
LEADER Balanced Fund Regions ▇▇▇▇▇▇ ▇▇▇▇▇▇ Select LEADER
Balanced Fund
LEADER Tax-Exempt Bond Fund Regions ▇▇▇▇▇▇ ▇▇▇▇▇▇ Select LEADER
Tax-Exempt Bond Fund
LEADER Intermediate Bond Fund Regions ▇▇▇▇▇▇ ▇▇▇▇▇▇ Select LEADER
Intermediate Bond Fund
LEADER Tax-Exempt Money Market Fund Regions ▇▇▇▇▇▇ ▇▇▇▇▇▇ Select LEADER
Tax-Exempt Money Market Fund
LEADER Money Market Fund Regions ▇▇▇▇▇▇ ▇▇▇▇▇▇ Select LEADER
Money Market Fund
MK FUNDS
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Regions ▇▇▇▇▇▇ ▇▇▇▇▇▇ Select Treasury Money Market Fund
Regions ▇▇▇▇▇▇ ▇▇▇▇▇▇ Select Government Money Market Fund
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