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Exhibit (9)(f)
OMNIBUS FEE AGREEMENT
THIS AGREEMENT is made as of this 1st day of November, 1997, by and among
THE SESSIONS GROUP (the "Company"), an Ohio business trust, BISYS FUND SERVICES
LIMITED PARTNERSHIP, d/b/a BISYS FUND SERVICES ("BISYS LP"), an Ohio limited
partnership, and BISYS FUND SERVICES, INC. ("BISYS"), a Delaware corporation.
WHEREAS, the Company is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940 Act")
consisting of several series of shares of beneficial interest ("Shares");
WHEREAS, the Company and BISYS LP have entered into an Administration
Agreement, dated November 1, 1997, concerning the provision of management and
administrative services for the Riverside Capital series of the Company
(individually referred to herein as a "Fund" and collectively as the "Funds");
WHEREAS, the Company and BISYS have entered into a Fund Accounting
Agreement, dated November 1, 1997, concerning the provision of fund accounting
services for the Funds; and
WHEREAS, the parties desire to set forth the compensation payable by the
Company under the foregoing 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 Administration Agreement and Fund Accounting Agreement referred to
herein shall be referred to collectively as the "Service Agreements."
2. The Company shall pay to BISYS LP all of the compensation set forth
herein on the dates set forth herein.
3. The amount of the compensation due and payable to BISYS LP shall be
the aggregate fee amount due and payable for Administration and Fund
Accounting services set forth in Schedule A hereto during the term of
the Service Agreements.
4. This Agreement shall be governed by, and its provisions shall be
construed in accordance with, the laws of the State of Ohio.
5. The Sessions Group is a business trust organized under Chapter 1746,
Ohio Revised Code and under a Declaration of Trust, to which reference
is hereby made and a copy of which is on file at the Office of the
Secretary of State of Ohio as required by law, and to any and all
amendments thereto so filed or hereafter filed. The obligations of
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the "The Sessions Group" entered into in the name or on behalf thereof
by any of the Trustees, officers, employees or agents are made not
individually, but in such capacities, and are not binding upon any of
the Trustees, officers, employees, agents or shareholders of the
Company personally, but bind only the assets of the Company, as set
forth in Section 1746.13(A), Ohio Revised Code, and all persons
dealing with any of the Funds of the Company must look solely to the
assets of the Company belonging to such Fund for the enforcement of
any claims against the Company.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
fully executed as of the day and year first written above.
THE SESSIONS GROUP
By:
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BISYS FUND SERVICES LIMITED
PARTNERSHIP
By: BISYS FUND SERVICES, INC.,
General Partner
By:
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BISYS FUND SERVICES, INC.
By:
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SCHEDULE A
FEE SCHEDULE
FOR ADMINISTRATION AND FUND
ACCOUNTING SERVICES
The Company will pay to BISYS LP on the first business day of each month,
or at such time(s) as BISYS LP shall request and the parties hereto shall agree,
a fee computed daily at the annual rate set forth below:
Twenty one-hundredths of one percent (.20%) of the Company's average
daily net assets attributable to the Funds, as calculated in
accordance with the Funds' current Prospectus and Statement of
Additional Information.
The fee payable by the Company hereunder shall be allocated to each Fund
based upon its pro rata share of the total fee payable hereunder. Such fee as is
attributable to each Fund shall be a separate (and not joint or joint and
several) obligation of each such Fund. The fees set forth above shall be in
addition to the payment of out-of-pocket expenses, as provided for in the
Service Agreements.
