AMENDED AND RESTATED
OMNIBUS FEE AGREEMENT
THIS AGREEMENT is made as of this 1st day of January, 2001, 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, 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 Ohio have entered into an Amended and
Restated Administration Agreement, dated January 1, 2001, 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 have entered into an Amended and Restated
Fund Accounting Agreement and an Amended and Restated Transfer Agency Agreement,
each of which is dated January 1, 2001, 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 Amended and Restated 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
herein on the dates set forth herein.
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 set forth in Schedule A
attached hereto during the term of the Service Agreements.
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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:
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Title:
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BISYS FUND SERVICES OHIO, INC.
By:
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Title:
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BISYS FUND SERVICES, INC.
By:
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Title:
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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:
Eleven and one-half one-hundredths of one percent (.115%) of the Company's
equity Funds' average daily net assets up to $1,400,000,000;
Ten and one-half one-hundredths of one percent (.105%) 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 and one-half one-hundredths of one percent (.095%) of the Company's
equity Funds' average daily net assets in excess of $1,750,000,000.
FIXED INCOME FUNDS:
Nine and one-half one-hundredths of one percent (.095%) of the Company's
fixed income Funds' average daily net assets up to $600,000,000;
Eight and one-half one-hundredths of one percent (.085%) of the Company's
fixed income Funds' average daily net assets in excess of $600,000,000 up
to $750,000,000; and
Seven and one-half one-hundredths of one percent (.075%) of the Company's
fixed income Funds' average daily net assets in excess of $750,000,000.
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.
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