REGIONS XXXXXX XXXXXX SELECT FUNDS
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxx 00000
February ___, 2005
Xxxxxx Asset Management, Inc.
000 Xxxxx 00xx Xxxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Dear Ladies and Gentlemen:
Regions Xxxxxx Xxxxxx Select Funds (the "Fund"), a Massachusetts business
trust, has entered into an Investment Advisory Agreement with you dated as of
February ___, 2005. Under the Investment Advisory Agreement, the Fund agrees to
pay you an investment advisory fee (the "Advisory Fee") in connection with
certain of the Fund's series. In consideration of the Fund agreeing to enter
into the Investment Advisory Agreement with you, you hereby agree to waive
payment of a portion of the Advisory Fee, pursuant to the following schedule:
SERIES CLASS A FEE WAIVER CLASS I FEE WAIVER
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Regions Xxxxxx Xxxxxx
Select LEADER Money 0.15% 0.15%
Market Fund
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Regions Xxxxxx Xxxxxx
Select LEADER Tax-Exempt 0.30% 0.30%
Money Market Fund
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Regions Xxxxxx Xxxxxx
Select LEADER Intermediate
Bond Fund 0.20% 0.20%
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Regions Xxxxxx Xxxxxx
Select LEADER Tax-Exempt 0.35% 0.35%
Bond Fund
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Regions Xxxxxx Xxxxxx
Select LEADER Balanced 0.20% 0.20%
Fund
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Regions Xxxxxx Xxxxxx
Select LEADER Growth & 0.05% 0.05%
Income Fund
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Regions Xxxxxx Xxxxxx
Select LEADER Growth 0.05% 0.05%
Equity Fund
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You agree that the Fund will not be required to reimburse you for amounts
waived pursuant to this Agreement. The Fund agrees to furnish or otherwise make
available to you such copies of its financial statements, reports, and other
information relating to its business and affairs as you may, at any time or from
time to time, reasonably request in connection with this Agreement.
This Agreement is made and to be performed principally in the State of
Tennessee, and except insofar as the Investment Company Act of 1940, as amended,
or other federal laws and regulations may be controlling, this Agreement shall
be governed by, and construed and enforced in accordance with, the internal laws
of the State of Tennessee. Any amendment to this Agreement shall be in writing
signed by the parties hereto.
It is expressly agreed that the obligations of the Fund hereunder shall not
be binding upon any of the Board of Trustees (the "Board"), 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.
If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart hereof and return the same to us.
Very truly yours,
REGIONS XXXXXX XXXXXX SELECT FUNDS
By:
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Title: President
The foregoing agreement is hereby
accepted as of February ___, 2005
XXXXXX ASSET MANAGEMENT, INC.
By:
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Title: President
