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Exhibit (h)(ix) under Form N-1A
Exhibit (10) under Item 601/Reg. S-K
AGREEMENT
for
ADMINISTRATIVE SERVICES
and TRANSFER AGENCY SERVICES
AGREEMENT made as of December 1, 2001, by and between REGIONS
XXXXXX XXXXXX SELECT Funds, a Massachusetts business trust having its
principal office and place of business in Pittsburgh, Pennsylvania
("Investment Company"), on behalf of its portfolios now existing or
hereafter created, as identified on Exhibit 1 hereto as the same may
be amended from time to time (each a "Fund" and collectively the
"Funds"), and FEDERATED SERVICES COMPANY, a Pennsylvania corporation,
having its principal office and place of business at Federated
Investors Tower, Pittsburgh, Pennsylvania 15222-3779 on behalf of
itself and its subsidiaries ("Federated").
WHEREAS, the Investment Company is registered as an open-end
management investment company under the Investment Company Act of
1940, as amended (the "1940 Act"), with authorized and issued shares
of capital stock ("Shares");
WHEREAS, the Investment Company may desire to appoint Federated as
its administrator to provide it with administrative services (as
herein defined) exclusively or in conjunction with one or more
co-administrators, and Federated desires to accept such appointment;
WHEREAS, the Investment Company may desire to appoint Federated as
its transfer agent and dividend disbursing agent to provide it with
transfer agency services (as herein defined) and agent in connection
with certain other activities, and Federated desires to accept such
appointment; and
NOW THEREFORE, in consideration of the premises and mutual
covenants herein contained, and intending to be legally bound hereby,
the parties hereto agree as follows:
SECTION ONE: ADMINISTRATIVE SERVICES.
Article 1. Appointment.
The Investment Company hereby appoints Federated as Administrator
for the period on the terms and conditions set forth in this
Agreement. Federated hereby accepts such appointment and agrees to
furnish the services set forth in Article 2 of this Agreement in
return for the compensation set forth in Article 6 of this Agreement.
Article 2. Federated's Duties.
As Administrator, in conjunction with any other administrators, and
subject to the supervision and control of the Investment Company's
Board of Trustees ("Board") and in accordance with Proper Instructions
(as defined hereafter) from the Investment Company, Federated will
provide facilities, equipment, and personnel to carry out the
following administrative services for operation of the business and
affairs of the Investment Company and each of its Funds:
A. prepare, file, and maintain the Investment Company's governing
documents and any amendments thereto, including the
Declaration of Trust (which has already been prepared and
filed), the By-laws and minutes of meetings of the Board and
Shareholders;
B. prepare and file with the Securities and Exchange Commission
and the appropriate state securities authorities the
registration statements for the Investment Company and the
Investment Company's shares and all amendments thereto,
reports to regulatory authorities and shareholders, each
prospectus and statement of additional information
("Prospectus"), proxy statements and such other documents all
as may be necessary to enable the Investment Company to make a
continuous offering of its shares;
C. prepare, negotiate, and administer contracts on behalf of the
Investment Company with, among others, the Investment
Company's investment advisers, sub-investment advisers, fund
accountants, custodians, and distributors, subject to any
applicable restrictions of the Board or the 1940 Act;
D. coordinate the layout and printing of publicly disseminated
prospectuses and reports;
E. perform internal audit examinations in accordance with a
charter to be adopted by Federated and approved by the
Investment Company;
F. assist with the design, development, and operation of the
Investment Company and the Funds;
G. provide individuals reasonably acceptable to the Board for
nomination, appointment, or election as officers of the
Investment Company, who will be responsible for the management
of certain of the Investment Company's affairs as determined
by the Investment Company's Board;
H. consult with the Investment Company, its Board, and any other
administrators on matters concerning the Investment Company
and its affairs;
I. perform periodic oversight of the Investment Company's custodian
in the maintenance of the Fund's general ledger and in the
preparation of the Fund's financial statements, including
oversight of expense accruals and payments, of the
determination of the net asset value of the Fund and of the
declaration and payment of dividends and other distributions
to shareholders;
J. oversee calculation of performance data of the Fund for
dissemination to information services covering the investment
company industry;
K. prepare and file the Fund's tax returns; and
L. examine and review the operations of the Fund's custodian.
The foregoing, along with any additional services that Federated
shall agree in writing to perform for the Investment Company under
this Section One, shall hereafter be referred to as "Administrative
Services." Federated's oversight of the custodian and fund accountant
shall not create any liability of Federated for errors or omissions of
the custodian or fund accountant in performing their functions,
provided Federated has conducted such oversight in a manner consistent
with the standard of care set forth in Article 7 hereof..
Article 3. Records.
Federated shall create and maintain all necessary books and records
in accordance with all applicable laws, rules and regulations,
including but not limited to records required by Section 31(a) of the
Investment Company Act of 1940 and the rules thereunder, as the same
may be amended from time to time, pertaining to the Administrative
Services performed by it and not otherwise created and maintained by
another party pursuant to contract with the Investment Company. Where
applicable, such records shall be maintained by Federated for the
periods and in the places required by Rule 31a-2 under the 1940 Act.
The books and records pertaining to the Investment Company that are in
the possession of Federated shall be the property of the Investment
Company. The Investment Company, or the Investment Company's
authorized representatives, shall have access to such books and
records at all times during Federated's normal business hours. Upon
the reasonable request of the Investment Company, copies of any such
books and records shall be provided promptly by Federated to the
Investment Company or the Investment Company's authorized
representatives.
Article 4. Duties of the Fund.
The Investment Company assumes full responsibility for the
preparation, contents and distribution of its own offering document
and for complying with all applicable requirements the 1940 Act, the
Internal Revenue Code, and any other laws, rules and regulations of
government authorities having jurisdiction.
Article 5. Expenses.
Federated shall be responsible for expenses incurred in providing
office space, equipment, and personnel as may be necessary or
convenient to provide the Administrative Services to the Investment
Company, including the compensation of Federated employees who serve
as trustees or officers of the Investment Company. The Investment
Company shall be responsible for all other expenses incurred by
Federated on behalf of the Investment Company, including without
limitation postage and courier expenses, printing expenses, travel
expenses, registration fees, filing fees, fees of outside counsel and
independent auditors, or other professional services, organizational
expenses, insurance premiums, fees payable to persons who are not
Federated's employees, trade association dues, and other expenses
properly payable by the Funds and/or the classes.
Article 6. Compensation.
For the Administrative Services provided, the Investment Company
hereby agrees to pay and Federated hereby agrees to accept as full
compensation for its services rendered hereunder an administrative fee
at an annual rate of the average daily net assets of the Funds, as set
forth below.
Max. Admin. Average Daily Net Assets
Fee of the Funds
.065% on the first $2.5 billion
.04% on the next $2.5 billion
.025% on assets in excess of $5 billion
(Average Daily Net Asset break points are on a complex-wide basis)
The administrative fee received during any fiscal year shall be at
least $50,000 per Fund (the "Fund minimum fee"). The Fund minimum fee
shall be waived for the first six months of any Fund created after the
date of this Agreement. All administrative fees, including the Fund
minimum fee, shall be waived for the first six months of this
Agreement for the Regions Xxxxxx Xxxxxx Select Government Money Market
Fund.
The compensation and out of pocket expenses attributable to the
Funds shall be accrued daily by the Funds and paid to Federated no
less frequently than monthly, and shall be paid daily upon request of
Federated. Federated will maintain detailed information about the
compensation and out of pocket expenses by the Funds.
Article 7. Responsibility of Administrator.
A. Federated shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Investment
Company 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.
B. If at any time another entity performs administrative services
to any Fund, including without limitation those services listed
herein or services similar to those listed herein, Federated and
such other entity shall in no event be liable for the acts or
omissions of the other. If the entity is a subsidiary owned or
controlled by Federated Investors, Inc., then Federated shall be
as fully responsible to the Investment Company for the entity's
acts and omissions.
SECTION TWO: Transfer Agency Services.
Article 8. Terms of Appointment.
Subject to the terms and conditions set forth in this Agreement,
the Investment Company hereby appoints Federated to act as, and
Federated agrees to act as, transfer agent and dividend disbursing
agent for each Fund's Shares, and agent in connection with any
accumulation, open-account or similar plans provided to the
shareholders of any Fund ("Shareholder(s)"), including without
limitation any periodic investment plan or periodic withdrawal
program. Federated shall be held to a standard of reasonable care in
carrying out the provisions of this Section Two.
Article 9. Duties of Federated.
Federated shall perform the following services in accordance with
Proper Instructions as may be provided from time to time by the
Investment Company as to any Fund:
A. Purchases
(1) Federated shall receive orders and payment for the
purchase of shares and promptly deliver payment and
appropriate documentation therefor to the custodian of
the relevant Fund, (the "Custodian"). Federated shall
notify the Fund and the Custodian on a daily basis of
the total amount of orders and payments so delivered.
(2) Pursuant to purchase orders and in accordance with the
Fund's current Prospectus, Federated shall compute and
issue the appropriate number of Shares of each Fund
and/or Class and hold such Shares in the appropriate
Shareholder accounts.
(3) In the event that any check or other order for the
purchase of Shares of the Fund and/or Class is returned
unpaid for any reason, Federated shall debit the Share
account of the Shareholder by the number of Shares that
had been credited to its account upon receipt of the
check or other order, promptly mail a debit advice to
the Shareholder, and notify the Fund and/or Class of its
action. In the event that the amount paid for such
Shares exceeds proceeds of the redemption of such Shares
plus the amount of any dividends paid with respect to
such Shares, the Fund and/the Class or its distributor
will reimburse Federated on the amount of such excess.
B. Distribution
(1) Upon notification by the Funds of the declaration of any
distribution to Shareholders, Federated shall act as
Dividend Disbursing Agent for the Funds in accordance
with the provisions of its governing document and the
then-current Prospectus of the Fund. Federated shall
prepare and mail or credit income, capital gain, or any
other payments to Shareholders. As the Dividend
Disbursing Agent, Federated shall, on or before the
payment date of any such distribution, notify the
Custodian of the estimated amount required to pay any
portion of said distribution which is payable in cash
and request the Custodian to make available sufficient
funds for the cash amount to be paid out. Federated
shall reconcile the amounts so requested and the amounts
actually received with the Custodian on a daily basis.
If a Shareholder is entitled to receive additional
Shares by virtue of any such distribution or dividend,
appropriate credits shall be made to the Shareholder's
account; and
(2) Federated shall maintain records of account for each
Fund and Class and advise the Investment Company, each
Fund and Class and its Shareholders as to the foregoing.
C. Redemptions and Transfers
(1) Federated shall receive redemption requests and
redemption directions and, if such redemption requests
comply with the procedures as may be described in the
Fund Prospectus or set forth in Proper Instructions,
deliver the appropriate instructions therefor to the
Custodian. Federated shall notify the Funds on a daily
basis of the total amount of redemption requests
processed and monies paid to Federated by the Custodian
for redemptions.
(2) At the appropriate time upon receiving redemption
proceeds from the Custodian with respect to any
redemption, Federated shall pay or cause to be paid the
redemption proceeds in the manner instructed by the
redeeming Shareholders, pursuant to procedures described
in the then-current Prospectus of the Fund.
(3) If any certificate returned for redemption or other
request for redemption does not comply with the
procedures for redemption approved by the Fund,
Federated shall promptly notify the Shareholder of such
fact, together with the reason therefor, and shall
affect such redemption at the price applicable to the
date and time of receipt of documents complying with
said procedures.
(4) Federated shall effect transfers of Shares by the
registered owners thereof.
(5) Federated shall identify and process abandoned accounts
and uncashed checks for state escheat requirements on an
annual basis and report such actions to the Fund.
D. Recordkeeping
(1) Federated shall record the issuance of Shares of each
Fund, and/or Class, and maintain pursuant to applicable
rules of the Securities and Exchange Commission ("SEC")
a record of the total number of Shares of the Fund
and/or Class which are authorized, based upon data
provided to it by the Fund, and issued and outstanding.
Federated shall also provide the Fund on a regular basis
or upon reasonable request with the total number of
Shares which are authorized and issued and outstanding,
but shall have no obligation when recording the issuance
of Shares, except as otherwise set forth herein, to
monitor the issuance of such Shares or to take
cognizance of any laws relating to the issue or sale of
such Shares, which functions shall be the sole
responsibility of the Funds.
(2) Federated shall establish and maintain records pursuant
to applicable rules of the SEC relating to the services
to be performed hereunder in the form and manner as
agreed to by the Investment Company or the Fund to
include a record for each Shareholder's account of the
following:
(a) Name, address and tax identification number (and
whether such number has been certified);
(b) Number of Shares held;
(c) Historical information regarding the account,
including dividends paid and date and price for
all transactions;
(d) Any stop or restraining order placed against the
account;
(e) Information with respect to withholding in the
case of a foreign account or an account for which
withholding is required by the Internal Revenue
Code;
(f) Any dividend reinvestment order, plan application,
dividend address and correspondence relating to
the current maintenance of the account;
(g) Certificate numbers and denominations for any
Shareholder holding certificates;
(h) Any information required in order for Federated to
perform the calculations contemplated or required
by this Agreement.
(3) Federated shall preserve any such records required to be
maintained pursuant to the rules of the SEC for the
periods prescribed in said rules as specifically noted
below. Such records shall include, but not be limited
to records required by Section 31(a) of the Investment
Company Act of 1940 and the rules thereunder, pertaining
to the Transfer Agency Services performed by it and not
otherwise created and maintained by another party
pursuant to contract with the Investment Company. Where
applicable, such records shall be maintained by
Federated for the periods and in the places required by
Rule 31a-2 under the 1940 Act. The books and records
pertaining to the Investment Company that are in the
possession of Federated shall be the property of the
Investment Company. Such record retention shall be at
the expense of Federated, and such records may be
inspected by the Fund at reasonable times. Federated
may, at its option at any time, and shall forthwith upon
the Fund's demand, turn over to the Fund and cease to
retain in Federated's files, records and documents
created and maintained by Federated pursuant to this
Agreement, which are no longer needed by Federated in
performance of its services or for its protection. If
not so turned over to the Fund, such records and
documents will be retained by Federated for six years
from the year of creation, during the first two of which
such documents will be in readily accessible form. At
the end of the six-year period, such records and
documents will either be turned over to the Fund or
destroyed in accordance with Proper Instructions.
E. Confirmations/Reports
(1) Federated shall furnish to the Fund periodically the
following information:
(a) A copy of the transaction register;
(b) Dividend and reinvestment blotters;
(c) The total number of Shares issued and outstanding
in each state for "blue sky" purposes as
determined according to Proper Instructions
delivered from time to time by the Fund to
Federated;
(d) Shareholder lists and statistical information;
(e) Payments to third parties relating to distribution
agreements, allocations of sales loads, redemption
fees, or other transaction- or sales-related
payments;
(f) Such other information as may be agreed upon from
time to time.
(2) Federated shall prepare in the appropriate form, file
with the Internal Revenue Service and appropriate state
agencies, and, if required, mail to Shareholders, such
notices for reporting dividends and distributions paid
as are required to be so filed and mailed and shall
withhold such sums as are required to be withheld under
applicable federal and state income tax laws, rules and
regulations.
(3) In addition to and not in lieu of the services set forth
above, Federated shall:
(a) Perform all of the customary services of a
transfer agent, dividend disbursing agent and, as
relevant, agent in connection with accumulation,
open-account or similar plans (including without
limitation any periodic investment plan or
periodic withdrawal program), including but not
limited to: maintaining all Shareholder accounts,
mailing Shareholder reports and Prospectuses to
current Shareholders, withholding taxes on
accounts subject to back-up or other withholding
(including non-resident alien accounts), preparing
and filing reports on U.S. Treasury Department
Form 1099 and other appropriate forms required
with respect to dividends and distributions by
federal authorities for all Shareholders,
preparing and mailing confirmation forms and
statements of account to Shareholders for all
purchases and redemptions of Shares and other
confirmable transactions in Shareholder accounts,
preparing and mailing activity statements for
Shareholders, and providing Shareholder account
information; and
(b) provide a system that will enable the Fund to
monitor the total number of Shares of each Fund
(and/or Class) sold in each state ("blue sky
reporting"). The Fund shall by Proper
Instructions (i) identify to Federated those
transactions and assets to be treated as exempt
from the blue sky reporting for each state and
(ii) verify the classification of transactions for
each state on the system prior to activation and
thereafter monitor the daily activity for each
state. The responsibility of Federated for each
Fund's (and/or Class's) state blue sky
registration status is limited solely to the
recording of the initial classification of
transactions or accounts with regard to blue sky
compliance and the reporting of such transactions
and accounts to the Fund as provided above.
F. Other Duties
(1) Federated shall answer correspondence from Shareholders
relating to their Share accounts and such other
correspondence as may from time to time be addressed to
Federated;
(2) Federated shall prepare Shareholder meeting lists, mail
proxy cards and other material supplied to it by the
Fund in connection with Shareholder meetings of each
Fund; receive, examine and tabulate returned proxies,
and certify the vote of the Shareholders;
(3) Federated shall establish and maintain facilities and
procedures for safekeeping of stock certificates, check
forms and facsimile signature imprinting devices, if
any; and for the preparation or use, and for keeping
account of, such certificates, forms and devices.
The foregoing, along with any additional services that
Federated shall agree in writing to perform for the Investment
Company under this Section Two, shall hereafter be referred to
as "Transfer Agency Services."
Article 10. Duties of the Investment Company.
A. Compliance
The Investment Company or Fund assume full responsibility for
the preparation, contents and distribution of their own and/or
their classes' Prospectus and for complying with all
applicable requirements of the Securities Act of 1933, as
amended (the "1933 Act"), the 1940 Act and any laws, rules and
regulations of government authorities having jurisdiction.
B. Distributions
The Fund shall promptly inform Federated of the declaration of
any dividend or distribution on account of any Fund's shares.
Article 11. Compensation and Expenses.
A. Annual Fee
For performance by Federated pursuant to Section Two of this
Agreement, the Investment Company and/or the Fund agree to pay
Federated a transfer agency services fee set forth on Exhibit
2 to this Agreement. Such fee may be changed from time to
time subject to written agreement between the Investment
Company and Federated. Pursuant to information in the Fund
Prospectus or other information or instructions from the Fund,
Federated may sub-divide any Fund into Classes or other
sub-components for recordkeeping purposes.
B. Reimbursements
Unless otherwise agreed in writing between the parties, any
non-routine expenses (reasonable or otherwise) incurred by
Federated at the request or with the consent of the Investment
Company and/or the Fund that are not normally associated with
performing Transfer Agency Services, will be reimbursed by the
appropriate Fund.
C. Payment
The compensation and out-of-pocket expenses shall be accrued
daily by the Fund and shall be paid to Federated no less
frequently than monthly, and shall be paid daily upon request
of Federated. Federated will maintain detailed information
about the compensation and out-of-pocket expenses by Fund and
Class.
D. Any amendments or adjustments to the schedule of compensation
agreed to hereunder shall be dated and signed by a duly
authorized officer of the Investment Company and a duly
authorized officer of Federated.
SECTION THREE: General Provisions.
Article 12. Proper Instructions.
As used throughout this Agreement, a "Proper Instruction" means a
writing signed or initialed by one or more person or persons as the
Board shall have from time to time authorized. Each such writing shall
set forth the specific transaction or type of transaction involved.
Oral instructions will be deemed to be Proper Instructions if (a)
Federated reasonably believes them to have been given by a person
previously authorized in Proper Instructions to give such instructions
with respect to the transaction involved, and (b) the Investment
Company, or the Fund, and Federated promptly cause such oral
instructions to be confirmed in writing. Proper Instructions may
include communications effected directly between electro-mechanical or
electronic devices provided that the Investment Company, or the Fund,
and Federated are satisfied that such procedures afford adequate
safeguards for the Fund's assets. Proper Instructions may only be
amended in writing.
Article 13. Assignment.
Except as provided below, neither this Agreement nor any of the
rights or obligations under this Agreement may be assigned by either
party without the written consent of the other party.
A. Either party may assign all of or a substantial portion of its
business to a successor, or to a party controlling, controlled
by, or under common control with such party upon prior written
notice. This Agreement shall inure to the benefit of and be
binding upon the parties and their respective permitted
successors and assigns.
B. With regard to Transfer Agency Services, Federated may without
further consent on the part of the Investment Company
subcontract for the performance of Transfer Agency Services with
(1) its subsidiary, Federated Shareholder Service Company
("FSSC"), a Delaware business trust, which is duly
registered as a transfer agent pursuant to
Section 17A(c)(1) of the Securities Exchange Act of 1934,
as amended, or any succeeding statute ("Section
17A(c)(1)"); or
(2) such other provider of services duly registered as a transfer
agent under Section 17A(c)(1) as Federated shall select,
provided that Federated provides written notice to the
Investment Company within 30 days after entering into such
subcontract.
Federated shall be fully responsible to the Investment Company
for the acts and omissions of this subcontractor as it is for
its own acts and omissions.
C. With regard to Administrative Services, Federated may without
further consent on the part of the Investment Company
subcontract for the performance of such services with Federated
Administrative Services, a wholly-owned subsidiary of Federated,
or with any other subsidiary owned or controlled by Federated
Investors, Inc., and Federated shall be fully responsible to the
Investment Company for the acts and omissions of this
subcontractor.
D. Federated shall upon instruction from the Investment Company
subcontract for the performance of services under this Agreement
with an Agent selected by the Investment Company, other than as
described in B. and C. above; provided, however, that Federated
shall in no way be responsible for the acts and omissions of the
Agent.
Article 14. Documents.
A. In connection with the appointment of Federated under this
Agreement, the Investment Company shall file with Federated
the following documents:
(1) A copy of the Declaration of Trust and By-Laws of the
Investment Company and all amendments thereto ("Charter
Documents");
(2) A copy of the resolution of the Board of the Investment
Company authorizing this Agreement;
(3) Printed documentation from the recordkeeping system
representing any outstanding Share certificates of the
Investment Company or the Funds;
(4) All account application forms and other documents
relating to Shareholders accounts; and
(5) A copy of the current Prospectus for each Fund.
B. The Fund will also furnish from time to time the following
documents:
(1) Each resolution of the Board of the Investment Company
authorizing the original issuance of each Fund's, and/or
Class's Shares;
(2) Each Registration Statement filed with the SEC and
amendments thereof, including prospectuses and
statements of additional information as amended from
time to time, and orders relating thereto in effect with
respect to the sale of Shares of any Fund, and/or Class;
(3) A certified copy of each amendment to the governing
document and the By-Laws of the Investment Company;
(4) Certified copies of each vote of the Board authorizing
officers to give Proper Instructions to the Custodian
and agents for fund accountant, and shareholder
recordkeeping or transfer agency services; and
(5) Such other certifications, documents or opinions that
Federated may, in its discretion, deem necessary or
appropriate in the proper performance of its duties.
Article 15. Representations and Warranties.
A. Representations and Warranties of Federated
Federated represents and warrants to the Fund that:
(1) it is a corporation duly organized and existing and in
good standing under the laws of the Commonwealth of
Pennsylvania;
(2) it is duly qualified to carry on its business in each
jurisdiction where the nature of its business requires
such qualification;
(3) it is empowered under applicable laws and by its
Articles of Incorporation and By-Laws to enter into and
perform this Agreement;
(4) all requisite corporate proceedings have been taken to
authorize it to enter into and perform its obligations
under this Agreement;
(5) it has and will continue to have access to the necessary
facilities, equipment and personnel to perform its
duties and obligations under this Agreement;
(6) it is in compliance with federal securities law
requirements and in good standing as an administrator
and transfer agent (either directly or through FSSC); and
B. Representations and Warranties of the Investment Company
The Investment Company represents and warrants to Federated
that:
(1) It is an investment company duly organized and existing
and in good standing under the laws of its state of
organization;
(2) It is empowered under applicable laws and by its Charter
Documents to enter into and perform its obligations
under this Agreement;
(3) All corporate proceedings required by said Charter
Documents have been taken to authorize it to enter into
and perform its obligations under this Agreement;
(4) The Investment Company is an open-end investment company
registered under the 1940 Act; and
(5) A registration statement under the 1933 Act will be
effective, and appropriate authorizations for state
securities law filings have been made and will continue
to be made, with respect to all Shares of each Fund
being offered for sale.
Article 16. Indemnification.
A. Indemnification by Investment Company
Federated shall not be responsible for and the Investment
Company or Fund shall indemnify and hold Federated, including
its officers, directors, trustees, shareholders and their
agents, employees and affiliates, harmless against any and all
losses, damages, costs, charges, counsel fees, payments,
expenses and liabilities arising out of or attributable to:
(1) The acts or omissions of any Custodian, Fund Accountant,
Adviser, Sub-adviser, administrator other than
Federated, or other party contracted by or approved by
the Investment Company or Fund,
(2) The reliance on or use by Federated or its agents or
subcontractors of information, records and documents in
proper form which
(a) are received by Federated or its agents or
subcontractors and furnished to it by or on behalf
of the Fund, its Shareholders or investors
regarding the purchase, redemption or transfer of
Shares and Shareholder account information;
(b) are received by Federated or its agents or
subcontractors from Advisers, Sub-advisers,
administrator other than Federated, or other third
parties contracted by or approved by the
Investment Company of Fund for use in the
performance of services under this Agreement; or
(c) have been prepared and/or maintained by the Fund
or its affiliates or any other person or firm on
behalf of the Investment Company.
(3) The reliance on, or the carrying out by Federated or its
agents or subcontractors of Proper Instructions of the
Investment Company or the Fund.
(4) The offer or sale of Shares in violation of any
requirement under the federal securities laws or
regulations or the securities laws or regulations of any
state that such Shares be registered in such state or in
violation of any stop order or other determination or
ruling by any federal agency or any state with respect
to the offer or sale of such Shares in such state.
Provided, however, that Federated shall not be protected
by this Article 16.A. from liability for any act or
omission resulting from Federated's willful misfeasance,
bad faith, negligence (in the case of Transfer Agency
Services), gross negligence (in the case of
Administrative Services), or reckless disregard of its
duties.
B. Reliance
At any time Federated may apply to any officer of the
Investment Company or Fund for instructions, and may consult
with legal counsel (who may be counsel for the Investment
Company) with respect to any matter arising in connection with
the services to be performed by Federated under this
Agreement, and Federated and its agents or subcontractors
shall not be liable and shall be indemnified by the Investment
Company or the appropriate Fund for any action reasonably
taken or omitted by it in good faith reliance upon such
instructions or upon the opinion of such counsel, provided
such action is not in violation of applicable federal or state
laws or regulations. Federated, its agents and subcontractors
shall be protected and indemnified in recognizing stock
certificates which are reasonably believed to bear the proper
manual or facsimile signatures of the officers of the
Investment Company or the Fund, and the proper
countersignature of any former transfer agent or registrar, or
of a co-transfer agent or co-registrar.
C. Notification
In order that the indemnification provisions contained in this
Agreement shall apply, however, it is understood that the
party seeking indemnification ("Claimant") will use all
reasonable care to promptly identify and notify the party
against whom indemnification is sought ("Indemnifier")
concerning any situation which presents or appears likely to
present the probability of a claim for indemnification, and
shall advise the Indemnifier of all pertinent facts and
developments concerning the situation in question. The
Indemnifier shall have the option to defend the Claimant
against any claim which may be the subject of this
indemnification. In the event that the Indemnifier so elects,
it will so notify the Claimant and thereupon the Indemnifier
shall take over complete defense of the claim, and the
Claimant shall in such situation initiate no further legal or
other expenses for which it shall seek indemnification under
this Agreement. The Claimant shall in no case confess any
claim or make any compromise in any case in which the
Indemnifier will be asked to indemnify the Claimant, except
with the Indemnifier's prior written consent.
Article 17. Term and Termination of Agreement.
This Agreement shall be effective from the date signed above and
shall continue until December 31, 2002 ("Initial Term"). Thereafter,
with respect to Sections One and Three, the Agreement will continue
for consecutive 12-month terms (a "Renewal Term") unless one party
receives written notice of termination from the other party no less
than 90 days prior to the expiration of the Initial Term or a Renewal
Term. The termination date for all original or after-added Funds
that are, or become, a party to this Agreement shall be coterminous.
Section Two of this Agreement may be terminated by either party
during any term of this Agreement by 60 days written notice to the
other party.
In addition, each party reserves the right to immediately
terminate this Agreement upon the giving of written notice in the
event of: the dissolution or liquidation of either party or other
cessation of business other than a reorganization or recapitalization
of such party as an ongoing business; financial difficulties on the
part of either party which is evidenced by the authorization or
commencement of, or involvement by way of pleading, answer, consent,
or acquiescence in, a voluntary or involuntary case under Title 11 of
the United States Code, as from time to time is in effect, or any
applicable law, other than said Title 11, of any jurisdiction
relating to the liquidation or reorganization of debtors or to the
modification or alteration of the rights of creditors; or a final,
unappealable judicial, regulatory or administrative ruling or order
in which either party has been found guilty of criminal behavior in
the conduct of its business.
Should the Investment Company exercise its rights to terminate,
all reasonable out-of-pocket expenses associated with the movement of
records and materials will be borne by the Investment Company or the
appropriate Fund. Additionally, Federated reserves the right to
charge for any other reasonable expenses associated with such
termination. The provisions of Articles 7 and 16 shall survive the
termination of this Agreement.
Article 18. Amendment.
This Agreement may be amended or modified only by a written
agreement executed by both parties.
Article 19. Interpretive and Additional Provisions.
In connection with the operation of this Agreement, Federated and
the Investment Company may from time to time agree on such provisions
interpretive of or in addition to the provisions of this Agreement as
may in their joint opinion be consistent with the general tenor of
this Agreement. Any such interpretive or additional provisions shall
be in a writing signed by both parties and shall be annexed hereto,
provided that no such interpretive or additional provisions shall
contravene any applicable federal or state regulations or any
provision of the Charter Documents. No interpretive or additional
provisions made as provided in the preceding sentence shall be deemed
to be an amendment of this Agreement.
Article 20. Governing Law.
This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the Commonwealth
of Pennsylvania.
Article 21. Notices.
Except as otherwise specifically provided herein, Notices and
other writings delivered or mailed postage prepaid to the Investment
Company at 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000-0000,
Attention: Secretary or to Federated at Federated Investors Tower,
Pittsburgh, Pennsylvania, 15222-3779, Attention: Secretary, or to
such other address as the Investment Company or Federated may
hereafter specify, shall be deemed to have been properly delivered or
given hereunder to the respective address.
Article 22. Counterparts.
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original.
Article 23. Limitations of Liability of Trustees and Shareholders of
----------------------------------------------------------------------
Federated.
----------
The execution and delivery of this Agreement have been authorized
by the Trustees of Federated and signed by an authorized officer of
Federated, acting as such, and neither such authorization by such
Trustees 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 Trustees or Shareholders of
Federated.
Article 24. Merger of Agreement.
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.
Article 25. Successor Agent.
If the Investment Company shall appoint a successor agent,
Federated shall upon termination of this Agreement deliver to such
successor agent at the office of Federated all properties of the
Investment Company held by Federated hereunder. If no such successor
agent shall be appointed, Federated shall at its office upon receipt
of Proper Instructions deliver such properties in accordance with
such instructions.
In the event that no written order designating a successor agent
or Proper Instructions shall have been delivered to Federated on or
before the date when such termination shall become effective, then
Federated shall have the right to deliver to a bank or trust company,
which is a "bank" as defined in the 1940 Act, of its own selection,
having an aggregate capital, surplus, and undivided profits, as shown
by its last published report, of not less than $100,000,000 all
properties held by Federated under this Agreement. Thereafter, such
bank or trust company shall be the successor of Federated under this
Agreement.
Article 26. Force Majeure.
Federated shall have no liability for cessation of services
hereunder or any damages resulting therefrom to the Fund as a result
of work stoppage, power or other mechanical failure, natural
disaster, governmental action, communication disruption or other
impossibility of performance, provided Federated has performed its
duties under this Agreement in a manner consistent with the standard
of care set forth in Article 7 herein.
Article 27. Severability.
In the event any provision of this Agreement is held illegal, void
or unenforceable, the balance shall remain in effect.
Article 28. Common Personnel
Any person (even though also a Federated officer, director, trustee,
partner, employee or agent) who may be or become an Investment Company
officer, trustee, partner, employee or agent, shall be deemed, when
rendering services to the Investment Company business (other than
services or business in connection with Federated's duties hereunder)
to be rendering such services to or acting solely for the Investment
Company and not as a Federated officer, director, trustee, partner,
employee or agent or one under the control or direction of Federated
even though paid by Federated.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in their names and on their behalf by and
through their duly authorized officers, as of the day and year first
above written.
REGIONS XXXXXX XXXXXX SELECT FUNDS
By: /s/ Xxxxxxx Xxxxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Vice President
FEDERATED SERVICES COMPANY
By: /s/ Xxxx X. Xxxxx
--------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
EXHIBIT 1
CONTRACT
DATE Regions Xxxxxx Xxxxxx Select Funds
Portfolios
-------------------------------------------------------------------------
December 1, 2001 Regions Xxxxxx Xxxxxx Select Aggressive Growth Fund
December 1, 2001 Regions Xxxxxx Xxxxxx Select Balanced Fund
December 1, 2001 Regions Xxxxxx Xxxxxx Select Fixed Income Fund
December 1, 2001 Regions Xxxxxx Xxxxxx Select Government Money Market
Fund
December 1, 2001 Regions Xxxxxx Xxxxxx Select Growth Fund
December 1, 2001 Regions Xxxxxx Xxxxxx Select Limited Maturity
Government Fund
December 1, 2001 Regions Xxxxxx Xxxxxx Select Treasury Money Market
Fund
December 1, 2001 Regions Xxxxxx Xxxxxx Select Value Fund
EXHIBIT 2
I. Group I
Services
Base Fee* (Annual fee per fund, class or other subdivision) $18,000
Account Fee* (Annual account charge)
(includes system access and funds control and reconcilement)
- Daily dividend fund $16.00
- Monthly dividend fund $10.00
- Quarterly dividend fund $10.00
- Contingent Deferred Sales Charge (Additionally) $5.00
(monthly and quarterly funds only)
- Closed Accounts* $1.20
Termination Fee (One time charge per fund family will be waived
after three years) $20,000
II. Group II Services
Other Account Fees* (Annual account charge - Services or features
not covered above)
- Account Activity Processing $3.50
(includes account establishment, transaction and maintenance
processing)
- Account Servicing $4.50
(includes shareholder servicing and correspondence)
o All fees are annualized and will be prorated on a monthly basis
for billing purposes. Out-of-pocket expenses are not covered by
these fees.
Out-of-Pocket Expenses Schedule
Out-of-pocket expenses include, but are not limited to, the following:
Postage (including overnight courier service)
Statement Stock
Envelopes
Telecommunication Charges (including FAX)
Travel
Duplicating
Forms
Supplies
Microfiche
Computer Access Charges
Client Specific Enhancements
Disaster Recovery
Processing Fees
