1
Exhibit (h)(viii) under Form N-1A
Exhibit 10 under Item 601/Reg S-K
FINANCIAL ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
AGREEMENT dated as of December 1, 2001 by and between REGIONS ▇▇▇▇▇▇ ▇▇▇▇▇▇
SELECT FUNDS (the "Trust") and State Street Bank and Trust Company ("State
Street").
WHEREAS, the Trust is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended (the "1940
Act");
WHEREAS, the Trust desires to retain State Street as financial administrator
(the "Financial Administrator") to furnish certain financial administrative
services on behalf of certain portfolios of the Trust (the "Portfolios");
WHEREAS, the Trust desires to retain State Street as accounting agent (the
"Accounting Agent") to perform certain accounting and recordkeeping services
on behalf of the Portfolios; and
WHEREAS, State Street is willing to perform such services on the terms
provided herein.
NOW, THEREFORE, the parties agree as follows:
I. APPOINTMENT
A. Of State Street as the Financial Administrator
The Trust hereby appoints State Street to act as Financial Administrator with
respect to the Trust for purposes of providing certain financial
administrative services for the period and on the terms set forth in this
Agreement. State Street accepts such appointment and agrees to render the
financial administrative services stated herein.
The Trust will initially consist of the portfolios identified on Exhibit A
hereto (each a "Portfolio" and collectively the "Portfolios"). In the event
that the Trust establishes one or more additional Portfolios with respect to
which it wishes to retain the Financial Administrator to act as financial
administrator hereunder, the Company shall notify the Financial Administrator
in writing. Upon such notification, such Portfolio shall become subject to
the provisions of this Agreement to the same extent as the existing
Portfolios, except to the extent that such provisions (including those
relating to compensation and expenses payable by the Trust and its
Portfolios) may be modified with respect to each additional Portfolio in
writing by the Trust and the Financial Administrator at the time of the
addition of the Portfolio.
B. Of State Street as the Accounting Agent
The Trust hereby appoints State Street to act as Accounting Agent with
respect to the Portfolios for purposes of providing certain accounting and
recordkeeping services for the period and on the terms set forth in this
Agreement. State Street accepts such appointment and agrees to render the
accounting and recordkeeping services stated herein.
The Trust will initially consist of the Portfolios identified on Exhibit A.
In the event that the Trust establishes one or more additional Portfolios
with respect to which it wishes to retain the Accounting Agent to act as
accounting agent hereunder, the Company shall notify the Accounting Agent in
writing. Upon such notification, such Portfolio shall become subject to the
provisions of this Agreement to the same extent as the existing Portfolios,
except to the extent that such provisions (including those relating to
compensation and expenses payable by the Trust and its Portfolios) may be
modified with respect to each additional Portfolio in writing by the Trust
and the Accounting Agent at the time of the addition of the Portfolio.
II. REPRESENTATIONS and WARRANTIES
A. By State Street . State Street represents and warrants that:
1. It is a Massachusetts trust company, duly organized and existing under
the laws of The Commonwealth of Massachusetts;
2. It has the corporate power and authority to carry on its business in
The Commonwealth of Massachusetts;
3. All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement;
4. No legal or administrative proceedings have been instituted or
threatened which would impair State Street's ability to perform
its duties and obligations under this Agreement; and
5. Its entrance into this Agreement shall not cause a material breach or
be in material conflict with any other agreement or obligation of
State Street or any law or regulation applicable to it.
B. By the Trust. The Trust represents and warrants that:
1. It is a business trust, duly organized, existing and in good standing
under the laws of The Commonwealth of Massachusetts;
2. It has the power and authority under applicable laws and by its
Agreement and Declaration of Trust to enter into and perform this
Agreement;
3. All requisite proceedings have been taken to authorize it to enter into
and perform this Agreement;
4. With respect to each Portfolio, it is an investment company properly
registered under the 1940 Act;
5. A registration statement under the 1933 Act and the 1940 Act has been
filed and will be effective and remain effective during the term
of this Agreement. The Trust also warrants that as of the
effective date of this Agreement, all necessary filings under the
securities laws of the states in which the Trust offers or sells
its shares have been made;
6. No legal or administrative proceedings have been instituted or
threatened which would impair the Trust's ability to perform its
duties and obligations under this Agreement;
7. Its entrance into this Agreement will not cause a material breach or be
in material conflict with any other agreement or obligation of the
Trust or any law or regulation applicable to it; and
8. As of the close of business on the date of this Agreement, the Trust is
authorized to issue shares of capital stock.
III. DUTIES of STATE STREET
A. As the Financial Administrator. The Financial Administrator shall
provide the following services, in each case, subject to the control,
supervision and direction of the Trust and the review and comment by the
Trust's auditors, administrator and legal counsel and in accordance with
procedures which may be established from time to time between the Trust and
the Financial Administrator:
1. Oversee the determination and publication of the Trust's net asset
value ("NAV") in accordance with the Trust's policy as adopted
from time to time by the Board of Trustees of the Trust (the
"Board");
2. Compile and deliver to the Trust, fund performance statistics including
yields and total returns;
3. Prepare and submit for approval by officers of the Trust a fund expense
budget, review expense calculations and arrange for payment of the
Trust's expenses;
4. Prepare for review and approval by officers of the Trust financial
information for the Trust's semi-annual reports, proxy statements
and other communications required or otherwise to be sent to
shareholders;
5. Prepare for review by an officer of and legal counsel for the Trust the
Trust's periodic financial reports required to be filed with the
Securities and Exchange Commission ("SEC") on Form N-SAR and
financial information required by Form N-1A and SEC Rule 24f-2
notices and such other reports, forms or filings as may be
mutually agreed upon;
6. Prepare reports relating to the business and affairs of the Trust as
may be mutually agreed upon and not otherwise prepared by the
Trust's investment adviser, custodian, legal counsel or
independent accountants;
7. Make such reports and recommendations to the Trust concerning the
performance of the independent accountants as the Trust may
reasonably request;
8. Make such reports and recommendations to the Trust concerning the
performance and fees of the Trust's custodian and transfer and
dividend disbursing agent ("Transfer Agent") as the Trust may
reasonably request or deems appropriate;
9. Oversee and review calculations of fees paid to the Trust's investment
adviser, custodian, fund administrator and Transfer Agent;
10. Consult with the Trust's officers, independent accountants, legal
counsel, custodian, fund administrator and Transfer Agent in
establishing the accounting policies of the Trust;
11. Respond to, or refer to the Trust's officers or Transfer Agent,
shareholder inquiries relating to the Trust;
12. Prepare fund income forecasts and submit for approval by officers of
the Trust, recommendations for fund income dividend distributions;
13. Review and provide assistance on shareholder communications;
14. Provide data and cooperate in the creation of annual and semi-annual
N-SAR ;
15. Review text of "President's letters" to shareholders and "Management's
Discussion of Corporate Performance" (which shall also be subject
to review by the Trust's legal counsel); and
16. Maintain continuing awareness of significant emerging regulatory and
legislative developments which may affect the Trust, and provide
related planning assistance where requested or appropriate.
The Financial Administrator shall provide the office facilities and the
personnel required by it to perform the services contemplated herein.
B. As the Accounting Agent.
1. Books of Account. The Accounting Agent shall maintain the books of
account of the Trust and shall perform the following duties in the
manner prescribed by the Trust's currently effective prospectus,
statement of additional information or other governing document,
certified copies of which have been supplied to the Accounting
Agent (a "Governing Document"):
a. Value the assets of the Trust using: primarily, market
quotations including the use of matrix pricing supplied by the
independent pricing services selected by the Accounting Agent
in consultation with the Trust's investment adviser (the
"Adviser") and approved by the Board or sources selected by the
Adviser and reviewed by the Board; secondarily, for securities
for which no market price is available, the Valuation Committee
of the Board (the "Committee") will determine a fair value in
good faith. Consistent with Rule 2a-4 of the 1940 Act,
estimates may be used where necessary or appropriate; or
thirdly, such other procedures as may be adopted by the Board.
The Accounting Agent is not the guarantor of the accuracy of
the securities prices received from such pricing agents and the
Accounting Agent is not liable to the Trust for errors in
valuing a Portfolio's assets or calculating the NAV per share
of such Portfolio or class when the calculations are based upon
inaccurate prices provided by pricing agents;
b. Determine the NAV per share of each Portfolio and/or class, at the time
and in the manner from time to time determined by the Board and
as set forth in the Prospectus of the Trust;
c. Calculate the net income of each of the Portfolios, if any;
d. Calculate realized capital gains or losses of each of the Portfolios
resulting from sale or disposition of assets, if any;
e. Maintain the general ledger and other accounts, books and financial
records of the Trust, including for each Portfolio and/or
class, as required under Section 31(a) of the 1940 Act and the
Rules thereunder in connection with the services provided by
State Street;
f. At the request of the Trust, prepare various reports or other financial
documents in accordance with generally accepted accounting
principles as required by federal, state and other applicable
laws and regulations; and
g. Such other similar services as may be reasonably requested by the Trust.
The Trust shall provide timely prior notice to the Accounting Agent of any
modification in the manner in which such calculations are to be performed as
prescribed in any revision to the Trust's Governing Document. The Accounting
Agent shall not be responsible for any revisions to the manner in which such
calculations are to be performed unless such revisions are communicated in
writing to the Accounting Agent.
2. Records. The Accounting Agent shall create and maintain all
records relating to its activities and obligations under this
Agreement in such a manner as will meet the obligations of the
Trust under the 1940 Act, specifically Section 31 thereof and
Rules 31a-1 and 31a-2 thereunder. All such records shall be the
property of the Trust and shall at all times during the regular
business hours of the Accounting Agent be open for inspection by
duly authorized officers, employees or agents of the Trust and
employees and agents of the Securities and Exchange Commission.
Subject to Section XVI below, the Accounting Agent shall preserve
for the period required by law the records required to be
maintained thereunder.
IV. DUTIES of the TRUST
A. Delivery of Documents. The Trust will promptly deliver to the
Financial Administrator copies of each of the following documents and all
future amendments and supplements, if any:
1. The Trust's Agreement and Declaration of Trust;
2. The Trust's currently effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act") and the 1940
Act and the Trust's Prospectus(es) and Statement(s) of Additional
Information (the "Prospectus") relating to all Portfolios and all
amendments and supplements thereto as in effect from time to time;
3. Certified copies of resolutions of the Board authorizing (a) the Trust
to enter into this Agreement and (b) certain individuals on behalf
of the Trust and its third-party agents to (i) give instructions
to the Financial Administrator pursuant to this Agreement and (ii)
sign checks and pay expenses;
4. The investment advisory agreement between the Trust and its investment
adviser; and
5. Such other certificates, documents or opinions which the Financial
Administrator may, in its reasonable discretion, deem necessary or
appropriate in the proper performance of its duties.
The Trust shall provide, or shall cause its third-party agent to provide,
timely notice to the Accounting Agent of all data reasonably required as a
condition to the Accounting Agent's performance described in Section III.B
hereunder.
State Street is authorized and instructed to rely upon any and all
information it receives from the Trust or its third-party agent. State
Street shall have no responsibility to review, confirm or otherwise assume
any duty with respect to the accuracy or completeness of any data supplied to
it by or on behalf of the Trust.
If so directed to calculate the Trust's NAV, State Street shall value the
Trust's securities and other assets utilizing prices obtained from sources
designated by the Trust, or the Trust's duly-authorized agent, on a Price
Source Authorization substantially in the form attached hereto as Exhibit B
or otherwise designated by means of Proper Instructions (as such term is
defined herein) (collectively, the "Authorized Price Sources"). State Street
shall not be responsible for any revisions to the methods of calculation
adopted by the Trust unless and until such revisions are communicated in
writing to the Custodian.
B. Proper Instructions. The Trust and its third-party agents shall
communicate to State Street by means of Proper Instructions. Proper
Instructions shall mean (i) a writing signed or initialed by one or more
persons as the Board shall have from time to time authorized or (ii) a
communication effected directly between the Trust or its third-party agent
and State Street by electro-mechanical or electronic devices, provided that
the Trust and State Street have approved such procedures. State Street may
rely upon any Proper Instruction believed by it to be genuine and to have
been properly issued by or on behalf of the Trust. Oral instructions shall
be considered Proper Instructions if State Street reasonably believes them to
have been given by a person authorized to give such instructions. The Trust
and its third-party agents shall cause all oral instructions to be confirmed
in accordance with clauses (i) or (ii) above, as appropriate. The Trust and
its third-party agents shall give timely Proper Instructions to State Street
in regard to matters affecting accounting practices and State Street's
performance pursuant to this Agreement.
V. COMPLIANCE WITH GOVERNMENTAL RULES and REGULATIONS; RECORDS
The Trust assumes full responsibility for complying with all securities, tax,
commodities and other laws, rules and regulations applicable to it.
VI. WARRANTIES
If, prior to the Accounting Agent's calculation of the current NAV, the Trust
or its third-party agent notifies the Accounting Agent that any of its
accounting services are erroneous in any material respect, the Accounting
Agent shall endeavor in a timely manner to correct such failure.
Organizations from which the Accounting Agent may obtain certain data
included in the accounting services are solely responsible for the contents
of such data and the Trust agrees to make no claim against the Accounting
Agent arising out of the contents of such third-party data including, but not
limited to, the accuracy thereof. The Accounting Agent makes no warranties
with respect to the calculations and data processing it provides pursuant to
the terms of this Agreement insofar as the calculations and data processing
relate to the qualification of the Trust as a regulated investment company
under state or federal securities and tax laws, or any requirements or
obligations thereunder.
VII. FORCE MAJEURE
State Street shall have no liability for cessation of services hereunder or
any damages resulting therefrom to the Trust as a result of work stoppage,
power or other mechanical failure, natural disaster, governmental action,
computer viruses, communication disruption or other impossibility of
performance that, in each case, could not have been prevented through the
exercise of reasonable diligence.
VIII. INSTRUCTIONS and ADVICE
At any time, State Street may apply to any officer of the Trust for
instructions and may consult with its own legal counsel or outside counsel
for the Trust or the independent accountants for the Trust at the expense of
the Trust, provided that State Street first obtains consent of the Trust
which shall not be unreasonably withheld, with respect to any matter arising
in connection with the services to be performed by State Street under the
terms of this Agreement. In its capacity as the Financial Administrator or
as the Accounting Agent under the terms of this Agreement, State Street shall
not be liable, and shall be indemnified by the Trust for any action taken or
omitted by it in good faith reliance upon any such instructions or advice or
upon any paper or document believed by it to be genuine and to have been
signed by the proper person or persons. State Street shall not be held to
have notice of any change of authority of any person until receipt of written
notice thereof from the Trust. Nothing in this paragraph shall be construed
as imposing upon State Street any obligation to seek such instructions or
advice, or to act in accordance with such advice when received.
IX. NOTICES
All notices shall be in writing and deemed given when delivered in person, by
facsimile, by overnight delivery through a commercial courier service, or by
registered or certified mail, return receipt requested. Notices shall be
addressed to each party at its address set forth below, or such other address
as the recipient may have specified by earlier notice to the sender:
If to State Street: LaFayette Corporate Center
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▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
ATTN: ▇▇▇▇ ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Trust: Regions Funds
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▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
ATTN: Secretary
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
X. CONFIDENTIALITY
State Street agrees that, except as otherwise required by law or in
connection with any required disclosure to a banking or other regulatory
authority, it will keep confidential all records and information in its
possession relating to the Trust or its beneficiaries and will not disclose
the same to any person except at the request or with the written consent of
the Trust.
XI. LIMITATION of LIABILITY and INDEMNIFICATION
State Street shall be responsible for the performance of only such duties as
are set forth in this Agreement and, except as otherwise provided under
Section XVI, shall have no responsibility for the actions or activities of
any other party, including other service providers. State Street shall have
no liability for any error of judgment or mistake of law or for any loss or
damage resulting from the performance or nonperformance of its duties
hereunder unless solely and directly caused by or resulting from the
negligence, reckless misconduct, willful malfeasance or lack of good faith of
State Street, its officers or employees. STATE STREET SHALL NOT BE LIABLE
FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO
THE TRUST'S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR
FAILURE TO PERFORM STATE STREET'S OBLIGATIONS UNDER THIS AGREEMENT. This
disclaimer applies without limitation to claims regardless of the form of
action, whether in contract (including negligence), strict liability, or
otherwise and regardless of whether such damages are foreseeable.
The Trust shall indemnify and hold State Street harmless from all loss, cost,
damage and expense, including reasonable fees and expenses for counsel,
incurred by State Street resulting from any claim, demand, action or suit in
connection with State Street's acceptance of this Agreement, any action or
omission by it in the performance of its duties hereunder, or as a result of
acting upon any instructions reasonably believed by it to have been duly
authorized by the Trust or its third-party agents, provided that this
indemnification shall not apply to actions or omissions of State Street, its
officers or employees in cases of its or their own negligence or willful
misconduct.
The indemnification contained herein shall survive the termination of this
Agreement.
XII. EXCLUSIVE REMEDY
State Street's total liability resulting from State Street's negligence
during any twelve-month period shall be limited to actual or direct damage up
to the greater of: (1) a maximum of the aggregate amount of fees earned by
State Street under Article XV hereunder during the last twelve months prior
to the time the event giving rise to liability occurs or (2) $4 million.
XIII. SERVICES NOT EXCLUSIVE
The services of State Street to the Trust are not to be deemed exclusive and
State Street shall be free to render similar services to others. State
Street shall be deemed to be an independent contractor and shall, unless
otherwise expressly provided herein or authorized by the Trust from time to
time, have no authority to act or represent the Trust in any way or otherwise
be deemed an agent of the Trust.
XIV. TERM; TERMINATION; AMENDMENT
A. Term. This Agreement shall become effective on the date first
written above and shall remain in full force and effect unless either party
terminates this Agreement as provided herein.
B. Termination. Either party may terminate this Agreement by at least
sixty (60) days' prior written notice to the other party.
Termination of this Agreement with respect to any given Portfolio shall in no
way affect the continued validity of this Agreement with respect to any other
Portfolio.
Upon termination of this Agreement, the Trust shall pay to State Street such
compensation and any reimbursable expenses as may be due under the terms
hereof as of the date of such termination, including reasonable out-of-pocket
expenses associated with such termination.
C. Amendment. This Agreement may be modified or amended from time to
time by the mutual agreement of the parties hereto. No amendment to this
Agreement shall be effective unless it is in writing and signed by a duly
authorized representative of each party. The term "Agreement", as used
herein, includes all schedules and attachments hereto and any future written
amendments, modifications, or supplements made in accordance herewith.
XV. FEES, EXPENSES and EXPENSE REIMBURSEMENT
State Street shall receive from the Trust a fee paid at an annual rate of
0.03% of the average daily net assets of the Funds. The fees are accrued
daily and billed monthly and shall be due and payable upon receipt of the
invoice. Upon the termination of this Agreement before the end of any month,
the fee for the part of the month before such termination shall be prorated
according to the proportion which such part bears to the full monthly period
and shall be payable upon the date of termination of this Agreement. In
addition, the Trust shall reimburse State Street for its out-of-pocket costs
incurred in connection with the use of pricing services to obtain prices for
portfolio securities.
The Trust agrees to promptly reimburse State Street for any equipment and
supplies specially ordered by or for the Trust through State Street and for
any other expenses not contemplated by this Agreement that State Street may
incur on the Trust's behalf at the Trust's request or with the Trust's
consent.
The Trust will bear all expenses that are incurred in its operation and not
specifically assumed by State Street. Expenses to be borne by the Trust
include, but are not limited to: Organization expenses; cost of services of
independent accountants and outside legal and tax counsel (including such
counsel's review of the Trust's registration statement, proxy materials,
federal and state tax qualification as a regulated investment company and
other reports and materials prepared by State Street under this Agreement);
cost of any services contracted for by the Trust directly from parties other
than State Street; cost of trading operations and brokerage fees, commissions
and transfer taxes in connection with the purchase and sale of securities for
the Trust; investment advisory fees; taxes, insurance premiums and other fees
and expenses applicable to its operation; costs incidental to any meetings of
beneficiaries including, but not limited to, legal and accounting fees, proxy
filing fees and the costs of preparation, printing and mailing of any proxy
materials; costs incidental to Board meetings, including fees and expenses of
Board members; the salary and expenses of any officer, director/trustee or
employee of the Trust; costs incidental to the preparation, printing and
distribution of the Trust's registration statements and any amendments
thereto and beneficiary reports; cost of typesetting and printing of
prospectuses; cost of preparation and filing of the Trust's tax returns, Form
N-1A or N-2 and Form N-SAR, and all notices, registrations and amendments
associated with applicable federal and state tax and securities laws;
fidelity bond and directors' and officers' liability insurance; and cost of
independent pricing services used in computing the Trust's NAV.
State Street is authorized to and may employ or associate with such person or
persons as it may deem desirable to assist it in performing its duties under
this Agreement; provided, however, that the compensation of such person or
persons shall be paid by State Street and State Street shall be as fully
responsible to the Trust for the acts and omissions of any such person or
persons as it is for its own acts and omissions.
XVI. ASSIGNMENT; SUCCESSOR AGENT
A. Assignment. This Agreement shall not be assigned by either party
without the prior written consent of the other party, except that either
party may assign to a successor all of or a substantial portion of its
business, or to a party controlling, controlled by, or under common control
with such party.
B. Successor Agent. This Agreement shall be binding on and shall inure
to the benefit of each party and to their successors and permitted assigns.
If a successor agent for the Trust shall be appointed by the Trust, State
Street shall upon termination deliver to such successor agent at the office
of State Street all properties of the Trust held by it hereunder.
In the event that no written order designating a successor agent or Proper
Instructions shall have been delivered to State Street on or before the date
when such termination shall become effective, then State Street 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 State Street under this Agreement.
Thereafter, such bank or trust company shall be the successor of State Street
under this Agreement.
XVII. ENTIRE AGREEMENT
This Agreement (including all schedules and attachments hereto) constitutes
the entire Agreement between the parties with respect to the subject matter
hereof and terminates and supersedes all prior agreements, representations,
warranties, commitments, statements, negotiations and undertakings with
respect to such services to be performed hereunder whether oral or in writing.
XXIII. WAIVER
The failure of a party to insist upon strict adherence to any term of this
Agreement on any occasion shall not be considered a waiver nor shall it
deprive such party of the right thereafter to insist upon strict adherence to
that term or any term of this Agreement. Any waiver must be in writing
signed by the waiving party.
XIX. HEADINGS NOT CONTROLLING
Headings used in this Agreement are for reference purposes only and shall not
be deemed a part of this Agreement.
XX. SURVIVAL
After expiration or termination of this Agreement, all provisions relating to
payment shall survive until completion of required payments. In addition to
those provisions which specifically provide for survival beyond expiration or
termination, all provisions regarding indemnification, warranty, liability
and limits thereon shall survive, unless and until the expiration of any time
period specified elsewhere in this Agreement with respect to the provision in
question.
XXI. SEVERABILITY
In the event any provision of this Agreement is held illegal, invalid, void
or unenforceable, the balance shall remain in effect, and if any provision is
inapplicable to any person or circumstance it shall nevertheless remain
applicable to all other persons and circumstances.
XXII. GOVERNING LAW; JURISDICTION
This Agreement shall be deemed to have been made in the Commonwealth of
Massachusetts and shall be governed by and construed under and in accordance
with the laws of the Commonwealth of Massachusetts without giving effect to
its conflict of laws principles and rules. The parties agree that any
dispute arising herefrom shall be subject to the exclusive jurisdiction of
courts sitting in the Commonwealth of Massachusetts.
XXIII. REPRODUCTION OF DOCUMENTS
This Agreement and all schedules, exhibits, attachments and amendments hereto
may be reproduced by any photographic, photostatic, microfilm, micro-card,
miniature photographic or other similar process. The parties hereto each
agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not
the original is in existence and whether or not such reproduction was made by
a party in the regular course of business, and that any enlargement,
facsimile or further reproduction of such reproduction shall likewise be
admissible in evidence.
[Remainder of Page Intentionally Blank]
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
STATE STREET BANK AND TRUST COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
REGIONS ▇▇▇▇▇▇ ▇▇▇▇▇▇ SELECT FUNDS
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
EXHIBIT A
REGIONS ▇▇▇▇▇▇ ▇▇▇▇▇▇ SELECT FUNDS
Regions ▇▇▇▇▇▇ ▇▇▇▇▇▇ Select Aggressive Growth Fund
Regions ▇▇▇▇▇▇ ▇▇▇▇▇▇ Select Balanced Fund
Regions ▇▇▇▇▇▇ ▇▇▇▇▇▇ Select Fixed Income Fund
Regions ▇▇▇▇▇▇ ▇▇▇▇▇▇ Select Government Money Market Fund
Regions ▇▇▇▇▇▇ ▇▇▇▇▇▇ Select Growth Fund
Regions ▇▇▇▇▇▇ ▇▇▇▇▇▇ Select Limited Maturity Government Fund
Regions ▇▇▇▇▇▇ ▇▇▇▇▇▇ Select Strategic Equity Fund
Regions ▇▇▇▇▇▇ ▇▇▇▇▇▇ Select Treasury Money Market Fund
Regions ▇▇▇▇▇▇ ▇▇▇▇▇▇ Select Value Fund
Revised: December 1, 2002
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- ex. h8 to the Nov. '03 part C0.doc
EXHIBIT B
To: State Street Bank and Trust Company
From: Regions ▇▇▇▇▇▇ ▇▇▇▇▇▇ Select Funds
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Date: December 1, 2001
Re: PRICE SOURCE AUTHORIZATION
Reference is made to the Financial Administration and Accounting Services
Agreement dated December 1, 2001 (the "Agreement") between Regions ▇▇▇▇▇▇
▇▇▇▇▇▇ Select Funds (the "Trust") and State Street Bank and Trust Company
("State Street"). Capitalized terms used in this Price Source Authorization
or in any attachment or supplement shall have the meanings provided in the
Agreement unless otherwise specified. Pursuant to the Agreement, the Trust
hereby directs State Street to calculate the net asset value ("NAV") of the
account in accordance with the directions of the Trust. State Street will
perform the NAV calculation subject to the terms and conditions of the
Agreement and this Authorization.
The Trust hereby authorizes State Street to use the pricing sources specified
on the attached Authorization Matrix (as amended from time to time) as
sources for prices of assets in calculating the net asset value of the
account. The Trust understands that State Street does not assume
responsibility for the accuracy of the quotations provided by the specified
pricing sources and that State Street shall have no liability for any
incorrect data provided by the pricing sources specified by the Trust, unless
directly caused by State Street's own negligence or willful misconduct or the
negligence or willful misconduct of an agent, including, without limitation,
any liability or expense suffered or incurred as a result of the acts or
omissions of the Trust or any third party agent or Authorized Price Source
whose data or services, including records, reports and other information,
State Street relies upon in performing accounting services hereunder. The
Trust also acknowledges that prices supplied by the Trust or any third party
agent are not the responsibility of State Street.
THE TRUST AGREES TO INDEMNIFY AND HOLD STATE STREET HARMLESS FROM AND AGAINST
ANY LOSS, LIABILITY, CLAIM OR EXPENSE (INCLUDING REASONABLE ATTORNEY'S FEES
AND DISBURSEMENTS) SUFFERED OR INCURRED BY THE STATE STREET IN CONNECTION
WITH THE PERFORMANCE OF ANY DUTIES PERFORMED PURSUANT TO SECTION III OF THE
AGREEMENT UNLESS DIRECTLY CAUSED BY STATE STREET'S OWN NEGLIGENCE OR WILLFUL
MISCONDUCT OR THE NEGLIGENCE OR WILLFUL MISCONDUCT OF AN AGENT, INCLUDING,
WITHOUT LIMITATION, ANY LIABILITY OR EXPENSE SUFFERED OR INCURRED AS A RESULT
OF THE ACTS OR OMISSIONS OF THE TRUST OR ANY THIRD PARTY AGENT OR AUTHORIZED
PRICE SOURCE WHOSE DATA OR SERVICES, INCLUDING RECORDS, REPORTS AND OTHER
INFORMATION, THE STATE STREET RELIES UPON IN PERFORMING ACCOUNTING SERVICES
UNDER THE AGREEMENT. STATE STREET AGREES THAT WRITTEN NOTICE OF ANY CHANGE
IN THE NAME OF ANY SPECIFIED PRICING SOURCE WILL BE SENT TO THE TRUST AS SUCH
INFORMATION IS AVAILABLE TO STATE STREET.
Kindly acknowledge your acceptance of the terms of this letter in the space
provided below.
The foregoing terms are hereby accepted
REGIONS ▇▇▇▇▇▇ ▇▇▇▇▇▇ SELECT FUNDS
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
STATE STREET BANK AND TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President
AUTHORIZATION MATRIX to be attached to Price Source Authorization dated
December 1, 2001
COMPANY: Regions ▇▇▇▇▇▇ ▇▇▇▇▇▇ Select Funds Effective Date:
December 1, 2001(supersedes prior Authorization Matrices)
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Security Type Primary SecondarTertiary Pricing Pricing Valuation
Source Source Source Logic Default Point
Logic
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EQUITIES
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U. S. Listed Equities
(NYSE, AMEX) Bridge Reuters IDC Last Mean Market
Close
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U.S. OTC Equities (Nasdaq) Bridge Reuters IDC Last Mean Market
Close
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Foreign Equities Bridge Reuters IDC Last Mean Market
Close
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Listed ADR's Bridge Reuters IDC Last Mean Market
Close
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FIXED INCOME
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Municipal Bonds ▇▇ ▇▇▇▇▇ IDC Bloomberg Mean Evaluated
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US Bonds (Treasuries, MBS, Bridge IDC Bloomberg Mean Evaluated
ABS, Corporates)
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Eurobonds/Foreign Bonds IDC FRI Bloomberg Last Bid
Corp
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OTHER ASSETS
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Options Bridge Reuters Bloomberg Last Mean Market
Close
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Futures Bridge Reuters Bloomberg Last Mean Settlement
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Non - Listed ADR's IDC Last Mean
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EXCHANGE RATES
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------------- IDC Bloomberg Snapshot 12:00 Noon
Reuters
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FORWARD POINTS
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PRICE SOURCE AND METHODOLOGY AUTHORIZATION
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Instructions: For each security type allowed by the Fund Prospectus, please
indicate the primary, secondary and tertiary source to be used in calculating
Net Asset Value for the Account. NOTE: If Investment Manager is a Pricing
Source, please specify explicitly.
State Street performs a Data Quality review process as specified in the
Sources Status Pricing Matrix on the NAVigator Pricing System which specifies
pricing tolerance thresholds, index and price aging details. The Sources
Status Pricing Matrix will be provided for your information and review.
AUTHORIZED BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ACCEPTED:
_/S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Trust Officer
State Street Vice President
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Client: Indicate the name of the Client and the Fund name or if multiple funds, attach a list of fund names.
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Primary Source: Indicate the primary source for prices for the security type. If an Investment Manager is a pricing
source, please specify explicitly.
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Secondary Source: Indicate the secondary source for prices for the security type. If an Investment Manager is a pricing
source, please specify explicitly.
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Tertiary Source: Indicate the tertiary (3rd level) source for prices for the security type. If an Investment Manager
is a pricing source, please specify
explicitly.
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Pricing Logic Indicate the price type to be referenced for the security type: Ask, Bid, Close, Evaluated, Last, etc.
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Pricing Default LogiIndicate the price type to be referenced for the security type: Ask, Bid, Close, Evaluated, Last,
etc. in the instance where the
preferred price type is not available.
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Authorized By: Provide the signature of the person authorizing the completion of the Price Source Authorization
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Date: Indicate the date the Price Source Authorization was completed
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State Street letterhead
January 30, 2002
Regions Funds
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
ATTN: Secretary
Re: Remote Access Services
Dear Customer:
State Street Bank and Trust Company, including its subsidiaries and
affiliates ("State Street"), has developed and utilizes proprietary
accounting and other systems in conjunction with the services which we
provide to you under the Financial Administration and Accounting Services
Agreement dated as of December 1, 2001 (as may be amended from time to
time). In this regard, we maintain certain information in databases under
our control and ownership which we make available to our customers (the
"Remote Access Services").
The Services
State Street agrees to provide you, the Customer, and your designated
investment advisors, consultants or other third parties authorized by State
Street who agree to abide by the terms of this Agreement ("Authorized
Designees") with access to In~SightSM as described in Exhibit A or such other
systems as may be offered from time to time (the "System") on a remote basis.
Security Procedures
You agree to comply, and to cause your Authorized Designees to comply,
with remote access operating standards and procedures and with user
identification or other password control requirements and other security
procedures as may be issued from time to time by State Street for use of the
System and access to the Remote Access Services. You agree to advise State
Street immediately in the event that you learn or have reason to believe that
any person to whom you have given access to the System or the Remote Access
Services has violated or intends to violate the terms of this Agreement and
you will cooperate with State Street in seeking injunctive or other equitable
relief. You agree to discontinue use of the System or Remote Access
Services, if requested, for any security reasons cited by State Street.
Fees
Fees and charges for the use of the System and the Remote Access
Services and related payment terms shall be as set forth in the Custody Fee
Schedule in effect from time to time between the parties (the "Fee
Schedule"). You shall be responsible for any tariffs, duties or taxes
imposed or levied by any government or governmental agency by reason of the
transactions contemplated by this Agreement, including, without limitation,
federal, state and local taxes, use, value added and personal property taxes
(other than income, franchise or similar taxes which may be imposed or
assessed against State Street). Any claimed exemption from such tariffs,
duties or taxes shall be supported by proper documentary evidence delivered
to State Street.
Proprietary Information/Injunctive Relief
The System and Remote Access Services described herein and the
databases, computer programs, screen formats, report formats, interactive
design techniques, formulae, processes, systems, software, know-how,
algorithms, programs, training aids, printed materials, methods, books,
records, files, documentation and other information made available to you by
State Street as part of the Remote Access Services and through the use of the
System and all copyrights, patents, trade secrets and other proprietary
rights of State Street related thereto are the exclusive, valuable and
confidential property of State Street and its relevant licensors (the
"Proprietary Information"). You agree on behalf of yourself and your
Authorized Designees to keep the Proprietary Information confidential and to
limit access to your employees and Authorized Designees (under a similar duty
of confidentiality) who require access to the System for the purposes
intended. The foregoing shall not apply to Proprietary Information in the
public domain or required by laws to be made public.
You agree to use the Remote Access Services only in connection with the
proper purposes of this Agreement. You will not, and will cause your
employees and Authorized Designees not to, (i) permit any third party to use
the System or the Remote Access Services, (ii) sell, rent, license or
otherwise use the System or the Remote Access Services in the operation of a
service bureau or for any purpose other than as expressly authorized under
this Agreement, (iii) use the System or the Remote Access Services for any
fund, trust or other investment vehicle without the prior written consent of
State Street, or (iv) allow or cause any information transmitted from State
Street's databases, including data from third party sources, available
through use of the System or the Remote Access Services, to be published,
redistributed or retransmitted for other than use for or on behalf of
yourself, as our Customer.
You agree that neither you nor your Authorized Designee will modify the
System in any way, enhance or otherwise create derivative works based upon
the System, nor will you or your Authorized Designees reverse engineer,
decompile or otherwise attempt to secure the source code for all or any part
of the System.
You acknowledge that the disclosure of any Proprietary Information, or
of any information which at law or equity ought to remain confidential, will
immediately give rise to continuing irreparable injury to State Street
inadequately compensable in damages at law and that State Street shall be
entitled to obtain immediate injunctive relief against the breach or
threatened breach of any of the foregoing undertakings, in addition to any
other legal remedies which may be available.
Limited Warranties
State Street represents and warrants that it is the owner of and has
the right to grant access to the System and to provide the Remote Access
Services contemplated herein. Because of the nature of computer information
technology, including but not limited to the use of the Internet, and the
necessity of relying on third party sources and data and pricing information
obtained from third parties, the System and Remote Access Services are
provided "AS IS", and you and your Authorized Designees shall be solely
responsible for the investment decisions, results obtained, regulatory
reports and statements produced using the Remote Access Services. State
Street and its relevant licensors will not be liable to you or your
Authorized Designees for any direct or indirect, special, incidental,
punitive or consequential damages arising out of or in any way connected with
the System or the Remote Access Services, nor shall either party be
responsible for delays or nonperformance under this Agreement arising out of
any cause or event beyond such party's control.
State Street will take reasonable steps to ensure that its products
(and those of its third-party suppliers) reflect the available state of the
art technology to offer products that are Year 2000 compliant, including, but
not limited to, century recognition of dates, calculations that correctly
compute same century and multi century formulas and date values, and
interface values that reflect the date issues arising between now and the
next one-hundred years, and if any changes are required, State Street will
make the changes to its products at no cost to you and in a commercially
reasonable time frame and will require third-party supplies to do likewise.
You will do likewise for your systems.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, STATE STREET FOR
ITSELF AND ITS RELEVANT LICENSORS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES
CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF
MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Infringement
State Street will defend or, at our option, settle any claim or action
brought against you to the extent that it is based upon an assertion that
access to the System or use of the Remote Access Services by you under this
Agreement constitutes direct infringement of any patent or copyright or
misappropriation of a trade secret, provided that you will notify State
Street promptly in writing of any such claim or proceeding and cooperate with
State Street in the defense of such claim or proceeding. Should the System
or the Remote Access Services or any part thereof become, or in State
Street's opinion be likely to become, the subject of a claim of infringement
or the like under any applicable patent, copyright or trade secret laws,
State Street shall have the right, at State Street's sole option, to (i)
procure for you the right to continue using the System or the Remote Access
Services, (ii) replace or modify the System or the Remote Access Services so
that the System or the Remote Access Services becomes noninfringing, or (iii)
terminate this Agreement without further obligation.
Termination.
Either party may terminate this Agreement (i) for any reason by giving
the other party at least one-hundred and eighty (180) days' prior written
notice in the case of notice of termination by State Street to you or thirty
(30) days' notice in the case of notice from you to State Street of
termination, or (ii) immediately for failure of the other party to comply
with any material term or condition of the Agreement by giving the other
party written notice of termination. This Agreement shall in any event
terminate within ninety (90) days after the termination of any custodian
agreement applicable to you. In the event of termination, you will return to
State Street all copies of documentation and other confidential information
in your possession or in the possession of your Authorized Designees. The
foregoing provisions with respect to confidentiality and infringement will
survive termination for a period of three (3) years.
Miscellaneous
This Agreement and the exhibits hereto constitute our entire
understanding with respect to access to the System and Remote Access
Services. This Agreement cannot be modified or altered except in a writing
duly executed by both of us and shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.
Should you wish to avail yourself of the System and the Remote Access
Services, pleas sign and return one copy of this letter. If you do not sign
and return one copy of this letter we will deem your and your Authorized
Designees' continued use of the System and the Remote Access Services to be
your acceptance of these terms.
Very truly yours,
STATE STREET BANK AND TRUST COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
CONFIRMED AND AGREED:
REGIONS ▇▇▇▇▇▇ ▇▇▇▇▇▇ SELECT FUNDS
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
Date: 5/15/02
EXHIBIT A
IN~SIGHT
System Product Description
In~SightSM provides bilateral information, delivery, interoperability, and
on-line access to State Street. In~SightSM allows users a single point of
entry into State Street's diverse systems and applications. Reports and data
from systems such as Investment Policy MonitorSM, Multicurrency HorizonSM,
Securities Lending, Performance & Analytics and Electronic Trade Delivery can
be accessed through In~SightSM. This Internet-enabled application is
designed to run from a Web browser and perform across low-speed data lines or
corporate high-speed backbones. In~SightSM also offers users a flexible
toolset, including an ad-hoc query function, a custom graphics package, a
report designer, and a scheduling capability. Data and reports offered
through In~SightSM will continue to increase in direct proportion with the
client roll out, as it is viewed as the information delivery system that will
grow with our clients.