Exhibit (h)(5)
EXECUTION COPY
OMNIBUS FEE AGREEMENT
THIS AGREEMENT is effective as of this 1st day of April, 2003, by and
between BISYS FUND SERVICES OHIO, INC. ("BISYS Ohio"), an Ohio corporation,
BISYS FUND SERVICES (CAYMAN) LIMITED ("BISYS Cayman") and each entity that has
executed this Agreement, as listed on the signature page hereto (each, the
"Company"), each of which has a registered or principal office as set forth
below its signature.
WHEREAS, each "Cayman Company" (as noted on the signature page hereto) is
an exempted company with limited liability under the laws of the Cayman Islands
registered as a mutual fund under the Mutual Funds Law of the Cayman Islands,
and has a single investment portfolio;
WHEREAS, each "U.S. Company" (as noted on the signature page hereto) is an
open-end management investment company registered under the Investment Company
Act of 1940, as amended (the "1940 Act") and has one or more investment
portfolios;
WHEREAS, each Cayman Company and BISYS Cayman has entered into a Master
Administration Agreement, effective as of April 1, 2003, pursuant to which BISYS
Cayman provides certain administrative, fund accounting and transfer agency
services to such Company; and
WHEREAS, each U.S. Company and BISYS Ohio has entered into a Master
Services Agreement, effective as of April 1, 2003 pursuant to which BISYS Ohio
provides certain administrative, fund accounting and transfer agency services
for the investment portfolios of such Company;
WHEREAS, the parties desire to set forth the compensation payable by each
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. Definitions. The Master Administration Agreement and Master Services
Agreement shall be referred to collectively as the "Service Agreements." Each
investment portfolio, whether of a Cayman Company or a U.S. Company shall be
referred to herein as a "Fund" and collectively as the "Funds"
2. Fees.
(a) Administration and Fund Accounting. Each Company shall pay to BISYS
Fund Services Limited Partnership ("BISYS LP") on the first business day of each
month, or at such time(s) as BISYS LP shall request, fees for the administration
and fund accounting services provided under the Services Agreements as follows:
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Administrative
Each Company shall pay an asset-based fee on its net assets computed daily at
the annual rates set forth in with the table below. Net assets shall be
aggregated across all Companies to determine a total fee for all Companies, and
each Company shall be charged its pro rata share of such fee based on the ratio
of its net assets to the aggregate net assets of all Companies. Assets in any
Fund (a "Feeder Fund") that invests in another Fund (a "Master Fund") shall be
counted (and a fee charged thereon) in either the Feeder Fund or the Master
Fund, but not both, provided that fees on such assets may be apportioned between
the Feeder Fund and the Master Fund. For purposes of determining the fees
payable for Administrative services, the value of each Company's net assets
shall be computed in the manner described in such Company's governing documents
(e.g., Memorandum and Articles of Association, Declaration of Trust, etc.) or in
its offering documents (e.g., Prospectus or Statement of Additional Information,
Offering Memorandum, etc.) as from time to time in effect for the computation of
the value of such net assets in connection with the purchase and redemption of
shares.
Base Fee:
On incremental net assets of: Basis points
$0 - $8 billion 7.5
>$8 - $9.25 billion 7.0
>$9.25 - $12 billion 5.0
>$12 billion 3.0
Legal Services Fee: $100,000
Fund Accounting
Each Company shall pay an annual fee with respect to its Funds as follows:
Per Fund:
Master/Feeder structure
HSBC Investor International $ 50,000
Equity Portfolio
All other Master Funds $ 40,000
Feeder Fund $ 9,000
HSBC Investor Equity Fund $ 55,000
All other Non-Master/Feeder $ 35,000
structure Funds
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Per additional fund class $5,000
(b) Transfer Agency. Each Company, other than HSBC Investor Portfolios,
shall pay to BISYS Ohio on the first business day of each month, or at such
time(s) as BISYS Ohio shall request, an annual fee with respect to its Funds for
the transfer agency services provided under the Services Agreements during the
prior month as follows:
Transfer Agent
Per Fund $ 22,000
Per additional class of any Fund $ 10,000
Per shareholder in excess of 350 $ 12
shareholders in any Fund
AML Services*
Base Fee $ 7,000 per year
Identity Checks $0.17 per record
Early Warning Fraud Software $ 575 per year
Equifax $ 5 per search
* AML Services Fees are for all Funds. Annual fees will be charged to each
Company on a pro rata basis, based on the number of Company Funds.
(c) If this Agreement becomes effective subsequent to the first day of a
month or terminates before the last day of a month, BISYS's compensation for
that part of the month for which this Agreement is in effect shall be prorated
in a manner consistent with the calculation of the fees as set forth above.
3. Expenses.
(a) In addition to the fees set forth above, each Company agrees to
reimburse BISYS for BISYS's reasonable out-of-pocket expenses in providing
services hereunder on behalf of such Company, including without limitation, the
following:
(i) All freight and other delivery and bonding charges incurred by BISYS
Ohio or BISYS Cayman in delivering materials to and from the Company
and in delivering all materials to shareholders;
(ii) Costs for postage, couriers, stock computer paper, computer disks,
statements, labels, envelopes, checks, reports, letters, tax forms,
proxies, notices or other forms of printed material (including the
costs of preparing and printing all printed materials) which shall
be required for the performance of the services to be provided
hereunder;
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(iii) All direct telephone, telephone transmission and telecopy or
other electronic transmission expenses incurred by BISYS Ohio or
BISYS Cayman in communication with the Company, the Company's
investment adviser or custodian, dealers, shareholders or others
as required to perform the services to be provided hereunder;
(iv) Charges for the pricing information obtained from third party
vendors for use in pricing the securities of each Fund's
portfolio, which shall not exceed the amounts that would be
incurred if the Fund were to obtain the information directly from
the relevant vendor or vendors;
(v) Sales taxes paid on behalf of the Company;
(vi) The cost of microfilm or microfiche or other electronic retention
of records or other materials;
(vii) Check processing fees;
(viii) Records retention / storage fees;
(ix) Fulfillment;
(x) XXX custody and other related fees;
(xi) NSCC and related costs;
(xii) Any banking charges associated with the applicable Funds;
(xiii) All corporate action services;
(xiv) Costs of board book production;
(xv) Costs of all other shareholder correspondence;
(xvi) Post office boxes;
(xvii) Any expenses BISYS Ohio or BISYS Cayman shall incur at the
written direction of an officer of the Company; and
(xviii) Any additional expenses reasonably incurred by BISYS Ohio or
BISYS Cayman in the performance of its duties and obligations
under this Agreement.
(b) In addition, BISYS shall be entitled to receive the following fees:
(i) A fee for managing and overseeing the report, print and mail
functions performed by BISYS's third-party vendors, not to exceed
$.04 per page for statements and $.03 per page for confirmations;
fees for programming
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in connection with creating or changing the forms of statements,
billed at the rate of $150 per hour;
(ii) System development, programming, testing, and review fees, billed at
the rate of $150 per hour, as approved by the Company, and all
systems-related expenses, agreed in advance, associated with the
provision of special reports and services agreed between the
parties;
(iii) Fees for custom programming and development of custom interfaces,
billed at a mutually agreed upon rate;
(iv) Ad hoc reporting fees, billed at a mutually agreed upon rate;
(v) Interactive Voice Response System fees, charged according to BISYS's
standard rate schedule, and applicable to the level of service
(e.g., basic, transaction, premium) selected;
(vi) Expenses associated with the tracking of "as-of trades, billed at
the rate of $50 per hour, as approved by the Company; and
(vii) Expenses associated with BISYS's anti-fraud procedures and the
performance of delegated services under the written anti-money
laundering program adopted by the Company.
* * * * *
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed effective as of the day and year first written above.
CAYMAN COMPANIES:
Signed by the authorized representative of Signed by the authorized representative of
HSBC INVESTOR INTERNATIONAL EQUITY HSBC INVESTOR FIXED INCOME FUND,
FUND, LTD. LTD.
By: /s/ XXXXXXX X. XXXXXXXX By: /s/ XXXXXXX X. XXXXXXXX
----------------------------- ------------------------------
Name: XXXXXXX X. XXXXXXXX Name: XXXXXXX X. XXXXXXXX
Title: PRESIDENT Title: PRESIDENT
Signed by the authorized representative of Signed by the authorized representative of
HSBC INVESTOR SMALL CAP EQUITY HSBC INVESTOR LIMITED MATURITY
FUND, LTD. FUND, LTD.
By: /s/ XXXXXXX X. XXXXXXXX By: /s/ XXXXXXX X. XXXXXXXX
----------------------------- ------------------------------
Name: XXXXXXX X. XXXXXXXX Name: XXXXXXX X. XXXXXXXX
Title: PRESIDENT Title: PRESIDENT
Signed by the authorized representative of Signed by the authorized representative of
HSBC LARGE CAP GROWTH EQUITY FUND,LTD. HSBC INVESTOR LARGE CAP VALUE EQUITY
FUND, LTD.
By: /s/ XXXXXXX X. XXXXXXXX By: /s/ XXXXXXX X. XXXXXXXX
----------------------------- ------------------------------
Name: XXXXXXX X. XXXXXXXX Name: XXXXXXX X. XXXXXXXX
Title: PRESIDENT Title: PRESIDENT
Signed by the authorized representative of
HSBC INTERNATIONAL FIXED INCOME
FUND, LTD.
By: /s/ XXXXXXX X. XXXXXXXX
-----------------------------
Name: XXXXXXX X. XXXXXXXX
Title: PRESIDENT
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U.S. COMPANIES:
HSBC INVESTOR PORTFOLIOS
By: /s/ XXXXXXX X. XXXXXXXX
-----------------------------
Name: XXXXXXX X. XXXXXXXX
Title: PRESIDENT
HSBC ADVISOR FUNDS TRUST HSBC INVESTOR FUNDS TRUST
By: /s/ XXXXXXX X. XXXXXXXX By: /s/ XXXXXXX X. XXXXXXXX
----------------------------- ------------------------------
Name: XXXXXXX X. XXXXXXXX Name: XXXXXXX X. XXXXXXXX
Title: PRESIDENT Title: PRESIDENT
BISYS COMPANIES:
BISYS FUND SERVICES (CAYMAN) LTD: BISYS FUND SERVICES OHIO, INC.
By: /s/ XXXXXXXXX XXXXX By: /s/ XXXX XXXXXXX
----------------------------- ----------------------------
Name: XXXXXXXXX XXXXX Name: XXXX XXXXXXX
Title: DIRECTOR Title: PRESIDENT
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