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Exhibit (h)(4)
OMNIBUS FEE AGREEMENT
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THIS AGREEMENT is made as of this 1st day of October, 1999, by and
between THE COVENTRY GROUP (the "Trust"), a Massachusetts business trust, and
BISYS FUND SERVICES OHIO, INC. ("BISYS"), an Ohio corporation.
WHEREAS, the Trust 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 Trust and BISYS have entered into an Administration
Agreement, a Fund Accounting Agreement, and a Transfer Agency Agreement each of
which is dated October 1, 1999, concerning the provision of administration, fund
accounting and transfer agency services for the investment portfolios of the
Trust advised by Proprietary Capital LLC (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 Trust 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 amount of the compensation due and payable to BISYS for the
services set forth in the Service Agreements 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.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be fully executed as of the day and year first written above.
THE COVENTRY GROUP
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: ___________________________
BISYS FUND SERVICES OHIO, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: President
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SCHEDULE A
TO THE OMNIBUS FEE AGREEMENT
DATED OCTOBER 1, 1999
BETWEEN
THE COVENTRY GROUP
AND
BISYS FUND SERVICES OHIO, INC.
FEES
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ASSET-BASED FEES
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Subject to the annual minimum fee set forth below, the Trust 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 for each Fund computed
daily at the annual rate of:
Twenty one-hundredths of one percent (.20%) of each
Fund's average daily net assets up to $300 million;
Eighteen one-hundredths of one percent (.18%) of each
Fund's average daily net assets in excess of $300
million and up to $500 million;
Sixteen one-hundredths of one percent (.16%) of each
Fund's average daily net assets in excess of $500
million and up to $700 million;
Fourteen one-hundredths of one percent (.14%) of each
Fund's average daily net assets in excess of $700
million and up to $900 million;
Twelve one-hundredths of one percent (.12%) of each
Fund's average daily net assets in excess of $900
million and up to $1 billion; and
Ten one-hundredths of one percent (.10%) of each
Fund's average daily net assets in excess of $ 1
billion.
The above-referenced fee shall be subject to an annual minimum fee of
$150,000.
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PER ACCOUNT FEES
In addition to the asset-based fees set forth above, BISYS shall be
entitled to receive an annual fee of $25.00 per shareholder account.
ADDITIONAL CLASSES AND FUNDS
BISYS shall also be entitled to an annual fee of $25,000 for each class
of shares that is created for the Funds after the initial class and $50,000 for
each additional Fund that is created after the Counter Bond Fund.
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.
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