EXHIBIT 23(h)(5)
OMNIBUS FEE AGREEMENT
THIS AGREEMENT is made as of the 13th day of May, 2002, by and among
LEGACY FUNDS GROUP (the "Company"), a Massachusetts business trust, BISYS FUND
SERVICES LIMITED PARTNERSHIP, d/b/a BISYS FUND SERVICES ("BISYS LP"), an Ohio
limited partnership, and BISYS FUND SERVICES OHIO, INC. ("BISYS"), an Ohio
corporation.
WHEREAS, the Company is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), issuing shares of beneficial interest ("Shares") in the Company's
respective investment portfolios (individually, a "Fund" and collectively, the
"Funds");
WHEREAS, the Company and BISYS LP have entered into an Administration
Agreement dated May 13, 2002 ("Administration Agreement"), concerning the
provision of administrative services for the Funds;
WHEREAS, the Company and BISYS have entered into a Fund Accounting
Agreement dated May 13, 2002 ("Fund Accounting Agreement") and a Transfer Agency
Agreement dated May 13, 2002 ("Transfer Agency Agreement"), concerning the
provision of fund accounting and transfer agency services, respectively, for the
Funds;
WHEREAS, the Company desires that BISYS LP, as Administrator to the Funds,
serve as the Funds' paying agent for purposes of making fee payments owed by the
Funds to their custodian for custody services rendered to the Funds; and
WHEREAS, the parties desire to set forth the compensation payable by the
Company under the Administration Agreement, Fund Accounting Agreement, and
Transfer Agency Agreement (referred to herein collectively as the "BISYS 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 Administration Agreement shall be deemed to be amended as follows:
The following paragraph is added as paragraph (s) to Article 2:
(s) serve as the paying agent with respect to the custodial fees due
to Comerica Bank (the "Custodian") pursuant to the Custody Agreement dated
May 13, 2002 between the Company and the Custodian (the "Custody
Agreement") and, as such, remit that portion of the compensation payable
to the Administrator under the Omnibus Fee Agreement referred to in
Article 4, paragraph (A), which represents the custodian fee payable to
the Custodian under the Custody Agreement.
2. The Company shall pay to BISYS LP the omnibus fee set forth in Section
3 of this Agreement during the term of the BISYS Service Agreements, on the
first business day of each month.
3. (a) The omnibus fee due and payable to BISYS LP hereunder shall be
computed at an annual rate of thirty one-hundredths of one percent (.30%) of
each Fund's average daily net assets, and shall be subject to the minimum set
forth below in Section 3(b). The custodian fee payable by the Company to
Comerica Bank (the "Custodian") pursuant to the Custody Agreement, dated May 13,
2002 between the Company and the Custodian, shall be paid by BISYS LP from that
portion of the omnibus fee that exceeds, in any given year, the minimum provided
for in Section 3(b) below. The custodian fee is set forth on Schedule A hereto.
To the extent that (i) such excess is insufficient to pay the amount owed by the
Fund to the Custodian in a particular year, or (ii) the custodial fee agreed to
by the Company exceeds the amount set forth in Schedule A, the amount owed to
the Custodian shall be paid from the Fund's assets. The minimum fee payable to
BISYS and any remaining portion of the omnibus fee retained by BISYS following
payment to the Custodian shall collectively be deemed to be in consideration for
the services provided by BISYS LP and BISYS under the BISYS Service Agreements.
(b) BISYS LP shall be entitled to receive and retain annually, as
consideration for the services provided under the BISYS Service Agreements, a
minimum amount of (i) seventy-five thousand dollars ($75,000) per Fund, plus
(ii) a class fee of twenty-five thousand dollars ($25,000) for each additional
class over and above a single class of Shares, per Fund, plus (iii) twenty-five
dollars ($25) for each shareholder account that is reflected on BISYS' transfer
agent system at any time during the relevant year.
(c) The fees payable under paragraphs (a) and (b) of this Section 3
do not cover any miscellaneous service fees or reimbursements for out-of-pocket
expenses that may be payable to BISYS LP or BISYS under any of the BISYS Service
Agreements, all of which are expressly excluded from what are referred to as
"omnibus fees" payable to BISYS LP under this Agreement.
4. This Agreement shall be governed by, and its provisions construed in
accordance with, the laws of the State of Ohio. It is expressly agreed that the
obligations of the Company hereunder shall not be binding upon any of the
Trustees or shareholders of the Company personally, but shall bind only the
trust property of the Company. The execution and delivery of this Agreement have
been authorized by the Trustees, and this Agreement has been signed and
delivered by an authorized officer of the Company, acting in such capacity.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
fully executed as of the day and year first written above.
LEGACY FUNDS GROUP
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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BISYS FUND SERVICES LIMITED
PARTNERSHIP
By: BISYS FUND SERVICES, INC.,
General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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BISYS FUND SERVICES OHIO, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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SCHEDULE A
TO THE OMNIBUS FEE AGREEMENT
AMONG
BISYS FUND SERVICES OHIO, INC.
BISYS FUND SERVICES LIMITED PARTNERSHIP
AND
LEGACY FUNDS GROUP
CUSTODIAN FEE:
The custody fee for each Fund is 0.075% (0.75 basis points) on average net
assets up to 1 billion dollars ($1,000,000,000) and 0.050% (0.50 basis points)
on average net assets over 1 billion dollars ($1,000,000,000), subject to a
minimum annual fee of ten thousand dollars ($10,000) per Fund.
