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Exhibit (h)(4)(a)
OMNIBUS FEE AGREEMENT
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THIS AGREEMENT is made as of this 22nd day of February, 2001, 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 Transfer Agency Agreement each of
which is dated February 22, 2001, concerning the provision of administration,
fund accounting and transfer agency services for the investment portfolios of
the Trust advised by Kensington Investment Group (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: ________________________________
Title: _____________________________
BISYS FUND SERVICES OHIO, INC.
By: ________________________________
Title: _____________________________
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SCHEDULE A
TO THE OMNIBUS FEE AGREEMENT
DATED FEBRUARY 22, 2001
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 fees 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 the currently
existing Funds computed daily at the annual rate of:
Eighteen one-hundredths of one percent (.18%) of such
Funds' aggregate average daily net assets up to $1
billion; and
Ten one-hundredths of one percent (.10%) of such
Funds' aggregate average daily net assets in excess
of $1 billion.
MULTIPLE CLASSES
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Subject to the annual minimum fees set forth below, an additional
annual fee of $25,000 shall be charged for each class of shares that is created
after the initial class.
ANNUAL MINIMUM FEES
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The asset-based fees and the multiple class fees described herein shall
be subject to an annual complex minimum fee of $300,000.
PER ACCOUNT FEES
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BISYS shall be entitled to receive an annual fee of $25.00 per
shareholder account.
NEWLY CREATED FUNDS
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The asset-based, per account and annual minimum fees set forth above
shall be applicable to the
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currently existing Funds. In the event additional Funds are created following
the effective date of this Agreement, the fees payable to BISYS with respect to
such additional Funds shall be agreed upon by the parties pursuant to a written
amendment to this Agreement. In that connection, the parties hereto agree to
negotiate in good faith with respect to the nature and amount of such fees.
REIMBURSEMENT OF EXPENSES
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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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