OMNIBUS FEE AGREEMENT
THIS AGREEMENT is made as of this 1st day of August, 1999, by and between
INSTITUTIONAL INVESTORS CAPITAL APPRECIATION FUND, INC. (the "Company"), a New
York corporation having its principal place of business at 000 Xxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx, 00000 and BISYS FUND SERVICES OHIO, INC. ("BISYS"), an Ohio
corporation having its principal place of business at 0000 Xxxxxxx Xxxx,
Xxxxxxxx, Xxxx 00000.
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 have entered into an Administration
Agreement dated as of August 1, 1999, a Fund Accounting Agreement dated as of
August 1, 1999 and a Transfer Agency Agreement dated as of September 13, 1999,
concerning the provision of administration, fund accounting and transfer agency
services, respectively, for the current investment portfolio of the Company and
any additional investment portfolios that may hereafter be created (individually
referred to herein as a "Fund" and collectively as the "Funds"); and
WHEREAS, the parties desire to set forth the compensation payable to BISYS
by the Company under the Administration Agreement, Fund Accounting Agreement and
Transfer Agency Agreement (collectively the "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 parties have agreed that a single integrated fee shall be paid by
the Company as compensation to BISYS for such services performed under the
Service Agreements. The aggregate amount of the compensation due and payable to
BISYS for such services is set forth in Schedule A hereto. Such compensation
shall be payable during the term of the Service Agreements. In addition to the
foregoing, BISYS shall be reimbursed for certain out-of-pocket expenses, as more
fully set forth in the Service Agreements.
2. 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.
INSTITUTIONAL INVESTORS CAPITAL
APPRECIATION FUND, INC.
By: /S/ XXXXXX X. XXXXXXX XX.
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Title: VICE 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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SCHEDULE A
TO THE OMNIBUS FEE AGREEMENT
DATED THIS 1ST DAY OF AUGUST, 1999
BETWEEN
INSTITUTIONAL INVESTORS CAPITAL APPRECIATION FUND, INC.
AND
BISYS FUND SERVICES OHIO, INC.
FEES
1. ASSET-BASED FEES
The Company shall pay to BISYS on the first business day of each month, or
at such time(s) as BISYS shall request and the parties hereto shall agree, a fee
computed daily at the annual rate of:
Ten one-hundredths of one percent (.10%)
of each Fund's average daily net assets
up to $200 million;
Seven and one-half one-hundredths of one
percent (.075%) of each Fund's average
daily net assets in excess of $200 million
up to $400 million;
Five one-hundredths of one percent (.05%)
of each Fund's average daily net assets in
excess of $400 million up to $600 million;
and
Three one-hundredths of one percent (.03%)
of each Fund's average daily net assets in
excess of $600 million.
2. ANNUAL MINIMUM FEES
The asset-based fees described herein shall be subject to the following
per Fund annual minimum fee of $80,400.
3. PER ACCOUNT FEES
BISYS shall be entitled to receive a $ 15.00 per account per Fund annual
processing fee. Such fee shall be subject to a monthly minimum fee of $1,500.
The per account fees will not begin to accrue until September 13, 1999.
4. REIMBURSEMENT OF EXPENSES
The fees set forth above shall be in addition to the payment of
out-of-pocket expenses, as provided for in the Service Agreements.
