Exhibit (h)(4)
OMNIBUS FEE AGREEMENT
THIS AGREEMENT is effective as of the 1/st/ of January, 2003, by and among
THE XXXXXX XXXXXXXXX TRUST (the "Company"), a Delaware business trust, BISYS
FUND SERVICES OHIO, INC. ("BISYS Ohio"), an Ohio corporation, and BISYS FUND
SERVICES, L.P. ("BISYS LP"), an Ohio limited partnership.
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, effective as of January 1, 2003, concerning the provision of
management and administrative services for the investment portfolios of the
Company (individually referred to herein as a "Fund" and collectively as the
"Funds");
WHEREAS, the Company and BISYS Ohio have entered into a Fund Accounting
Agreement and a Transfer Agency Agreement, each effective as of January 1, 2003,
concerning the provision of fund accounting and transfer agency services,
respectively, 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, Fund Accounting Agreement, and Transfer
Agency Agreement shall be referred to collectively herein as the "Service
Agreements."
2. The Company shall pay to BISYS Ohio all of the compensation set forth on
Schedule A on the dates set forth therein.
3. The amount of the compensation due and payable to BISYS Ohio shall be
the aggregate fee amount due and payable for administration, fund accounting and
transfer agency services 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.
* * * * *
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
fully executed as of the day and year first written above.
THE XXXXXX XXXXXXXXX TRUST
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: Vice President
BISYS FUND SERVICES OHIO, INC.
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: President
BISYS FUND SERVICES, L.P.
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: President
SCHEDULE A
FEE SCHEDULE FOR ADMINISTRATION,
FUND ACCOUNTING AND
TRANSFER AGENCY SERVICES
The Company will pay to BISYS Ohio on the first business day of each month
in arrears, or at such time(s) as BISYS Ohio shall request and the parties
hereto shall agree, a fee computed daily at the annual rate set forth below:
Equity Funds:
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Eleven one-hundredths of one percent (.11%) of the Company's equity Funds'
average daily net assets up to $1,400,000,000; and
Ten one-hundredths of one percent (.10%) of the Company's equity Funds'
average daily net assets in excess of $1,400,000,000 up to $1,750,000,000;
and
Nine one-hundredths of one percent (.09%) of the Company's equity Funds'
average daily net assets in excess of $1,750,000,000 up to $2,100,000,000;
and
Seven one-hundredths of one percent (.07%) of the Company's equity Funds'
average daily net assets in excess of $2,100,000,000.
Fixed Income Funds:
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Nine one-hundredths of one percent (.09%) of the Company's fixed income
Funds' average daily net assets up to $600,000,000; and
Eight one-hundredths of one percent (.08%) of the Company's fixed income
Funds' average daily net assets in excess of $600,000,000 up to
$750,000,000; and
Seven one-hundredths of one percent (.07%) of the Company's fixed income
Funds' average daily net assets in excess of $750,000,000 up to
$900,000,000; and
Five one-hundredths of one percent (.05%) of the Company's fixed income
Funds' average daily net assets in excess of $900,000,000.
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 parties acknowledge and agree that,
based upon the fee schedule set forth herein, no out-of-pocket expenses incurred
by BISYS Ohio or BISYS shall be reimbursed under this Agreement except that the
Funds will pay all costs associated with preparing and filing any tax returns.
In addition, for the anti-money laundering services provided pursuant to
Item 6 of Schedule B to the Transfer Agency Agreement, the Trust shall pay BISYS
the following fees:
Annual program servicing $4,500.00
(to be billed in equal monthly amounts of $375.00)
Systems costs
Early Warning annual fee $575.00
Early Warning per record cost $0.17
(for new account* registration
review; does not apply to Network
Level III accounts)
Equifax - per request cost $5.00
* Changes to account registration information or other account-related
information may result in characterizing the account as a "new account" for
these purposes.
