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EXHIBIT (h)(4)
OMNIBUS FEE AGREEMENT
THIS AGREEMENT is made as of this 1st day of August, 2000, by and among
AMBASSADOR FUNDS (the "Company"), a Delaware business trust, BISYS FUND SERVICES
LIMITED PARTNERSHIP d/b/a BISYS FUND SERVICES (the "Administrator") and BISYS
FUND SERVICES OHIO, INC. ("BISYS Ohio"), an Ohio corporation.
WHEREAS, the Company has entered into an Administration Agreement with
the Administrator and a Fund Accounting Agreement and Transfer Agency Agreement
with BISYS Ohio (individually, a "Service Agreement"; collectively the "Service
Agreements"), each of which is dated as of August 1, 2000 concerning the
provision of administration, fund accounting, and transfer agency services
(collectively, the "Services"); and
WHEREAS, the parties desire to set forth the compensation payable by
the Company under the Service Agreements and the contract term of such Service
Agreements in a separate written document.
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. The amount of the compensation due and payable for all of the
Services is set forth in Schedule A hereto. Such compensation shall be payable
to the Administrator during the term of the Service Agreements. The parties
acknowledge and agree that such compensation shall include an amount that
represents the custodian fee payable to The Fifth Third Bank (the "Custodian")
pursuant to a Custody Agreement, dated as of August 1, 2000, between the Company
and the Custodian. In that connection, the Company hereby appoints the
Administrator as its paying agent for purposes of remitting the portion of the
compensation payable hereunder that represents the custodian fee that is due and
payable to the Custodian. In addition to the foregoing, the Administrator and
BISYS Ohio shall be reimbursed for out-of-pocket expenses, as more fully set
forth in the Service Agreements.
2. The contract term for the Service Agreements is set forth in
Schedule B hereto.
3. This Agreement shall be governed by, and its provisions shall
be construed in accordance with, the laws of the State of Ohio.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
fully executed as of the day and year first written above.
AMBASSADOR FUNDS
BY: /s/ Xxxxx X. Xxxxxxxx
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TITLE: President
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BISYS FUND SERVICES LIMITED
PARTNERSHIP
BY: BISYS FUND SERVICES, INC.,
GENERAL PARTNER
BY: /s/ Xxxxxxx X. Xxxxx
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TITLE: President
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BISYS FUND SERVICES OHIO, INC.
BY: /s/ Xxxxxxx X. Xxxxx
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TITLE: President
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Dated: August 1, 2000
SCHEDULE A
TO THE OMNIBUS FEE AGREEMENT
AMONG
AMBASSADOR FUNDS,
BISYS FUND SERVICES LIMITED PARTNERSHIP
AND
BISYS FUND SERVICES OHIO, INC.
FEE SCHEDULE
ANNUAL ASSET-BASED FEE
Subject to the annual minimum fee set forth below, the Company shall
pay to the Administrator on the first business day of each month, and/or at such
time(s) as the Administrator shall request and the parties hereto shall agree, a
fee computed daily at the annual rate set forth below:
Eighteen one-hundredths of one percent (.18%) of the Company's average
daily net assets up to $200 million;
Fifteen one-hundredths of one percent (.15%) of the Company's average
daily net assets in excess of $200 million up to $500 million;
Twelve and one-half one-hundredths of one percent (.125%) of the
Company's average daily net assets in excess of $500 million up to $750
million; and
Ten one-hundredths of one percent (.10%) of the Company's average daily
net assets in excess of $750 million.
ANNUAL MINIMUM FEE
The asset-based fee described herein shall be subject to an annual
minimum fee of $110,000 per Fund portfolio.
PER ACCOUNT FEES
In addition to the fees set forth above, the Company shall pay an
annual processing fee of $25.00 per shareholder account.
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XXXXXXXX X
TO THE OMNIBUS FEE AGREEMENT
AMONG
AMBASSADOR FUNDS,
BISYS FUND SERVICES LIMITED PARTNERSHIP
AND
BISYS FUND SERVICES OHIO, INC.
TERM
Each Service Agreement shall become effective as of August 1, 2000 and
shall continue in effect, unless earlier terminated by either party hereto as
provided hereunder, until July 31, 2003 (the "Initial Term"). Thereafter, unless
otherwise terminated as provided herein, a Service Agreement shall be renewed
automatically for successive one-year periods ("Rollover Periods"). Each Service
Agreement may be terminated without penalty (i) by provision of a notice of
nonrenewal in the manner set forth below, (ii) by mutual agreement of the
parties or (iii) for "cause," as defined below, upon the provision of sixty (60)
days advance written notice by the party alleging cause. Written notice of
nonrenewal must be provided at least sixty (60) days prior to the end of the
Initial Term or any Rollover Period, as the case may be. The parties hereto
agree that, in the event a Service Agreement is terminated for any reason, (i)
such termination will cause this Agreement and the other Service Agreements to
terminate and (ii) the effective date of the termination of such Service
Agreement shall be the effective date of the termination of this Agreement and
such other Service Agreements.
For purposes of the Service Agreements, "cause" shall mean (a) a
material breach of a Service Agreement that has not been remedied for thirty
(30) days following written notice of such breach from the non-breaching party;
(b) a final, unappealable judicial, regulatory or administrative ruling or order
in which the party to be terminated has been found guilty of criminal or
unethical behavior in the conduct of its business; or (c) financial difficulties
on the part of the party to be terminated which are 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.
After such termination, for so long as the Administrator and/or BISYS
Ohio, with the written consent of the Company, in fact continues to perform any
one or more of the Services contemplated by any Service Agreement or any
Schedule or exhibit thereto, the provisions of the relevant Service
Agreement(s), including without limitation the provisions dealing with
indemnification, shall continue in full force and effect. Fees and out-of-pocket
expenses incurred by the Administrator and/or BISYS Ohio but unpaid by the
Company upon such termination shall be immediately due and payable upon
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and notwithstanding such termination. The Administrator and/or BISYS Ohio shall
be entitled to collect from the Company, in addition to the fees provided
herein, the amount of all cash disbursements in connection with their activities
in effecting such termination, including without limitation, the delivery to the
Company and/or its designee of the Company's property, records, instruments and
documents.
If, for any reason other than nonrenewal, mutual agreement of the
parties or "cause," as defined above, the Administrator and/or BISYS Ohio are
replaced as service providers under the Service Agreements, or if a third party
is added to perform all or a part of the services provided by the Administrator
and/or BISYS Ohio under the Service Agreements (excluding any sub-contractors
appointed by the Administrator and/or BISYS Ohio), then the Company shall make a
one-time cash payment, in consideration of the fee structure and services to be
provided under the Service Agreements, and not as a penalty, to the
Administrator equal to the balance due the Administrator and/or BISYS Ohio for
the remainder of the then-current term of the Service Agreements assuming for
purposes of calculation of the payment that such balance shall be based upon the
average amount of the Company's assets and the average number of Company
shareholder accounts for the 12 months prior to the date the Administrator
and/or BISYS Ohio is replaced or a third party is added.
In the event the Company is merged into another legal entity in part or
in whole pursuant to any form of business reorganization or is liquidated in
part or in whole prior to the expiration of the then-current term of the Service
Agreements, the parties acknowledge and agree that the liquidated damages
provision set forth above shall be applicable in those instances in which the
Administrator and/or BISYS Ohio are not retained to provide Services consistent
with the Service Agreements, including the level of assets subject to such
Services. The one-time cash payment referenced above shall be due and payable on
the day prior to the first day in which the Administrator and/or BISYS Ohio are
replaced or a third party is added.
The parties further acknowledge and agree that, in the event the
Administrator and/or BISYS Ohio are replaced, or a third party is added, as set
forth above, (i) a determination of actual damages incurred by the Administrator
and/or BISYS Ohio would be extremely difficult, and (ii) the liquidated damages
provision contained herein is intended to adequately compensate the
Administrator and/or BISYS Ohio for damages incurred and is not intended to
constitute any form of penalty.
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