Exhibit (h)(2)
EXPENSE LIMITATION AGREEMENT
THIS AGREEMENT, dated as of February 14, 2007, is made and entered into by
and between The Coventry Group, a Massachusetts business trust (the "Trust"), on
behalf of the investment series set forth on Schedule A attached hereto (the
"Fund"), and ▇▇▇▇▇ ▇▇▇▇▇▇ Asset Management Company (the "Adviser").
WHEREAS, the Adviser has been appointed the investment adviser of Fund
pursuant to an Investment Advisory Agreement between the Trust and the Adviser
dated December 1, 2005 (the "Advisory Agreement"); and
WHEREAS, the Trust and the Adviser desire to enter into the arrangements
described herein relating to certain expenses of the Fund;
NOW, THEREFORE, the Trust and the Adviser hereby agree as follows:
1. The Adviser agrees, subject to Section 2 hereof, to reduce the fees
payable to it under the Advisory Agreement (but not below zero) and/or reimburse
other expenses of the Fund, to the extent necessary to limit the total operating
expenses of each class of shares of the Fund (exclusive of brokerage costs,
interest, taxes, dividends, litigation, indemnification, expenses associated
with the investments in underlying investment companies and extraordinary
expenses (as determined under generally accepted principles) ("Operating
Expenses")), to the amount of the "Maximum Operating Expense Limit" applicable
to each class of the Fund as set forth across from the name of each respective
class of the Fund on the attached Schedule A.
2. The Fund agrees to pay to the Adviser the amount of fees (including any
amounts foregone through limitation or reimbursed pursuant to Section 1 hereof)
that, but for Section 1 hereof, would have been payable by the Fund to the
Adviser pursuant to the Advisory Agreement or which have been reimbursed in
accordance with Section 1 (the "Deferred Fees"), subject to the limitations
provided in this Section. Such repayment shall be made monthly, but only if the
operating expenses of the Fund (exclusive of Operating Expenses), without regard
to such repayment, are at an annual rate (as a percentage of the average daily
net assets of the Fund) equal to or less than the "Maximum Operating Expense
Limit" for each respective class of shares of the Fund, as set forth on Schedule
A. Furthermore, the amount of Deferred Fees paid by a Fund in any month shall be
limited so that the sum of (a) the amount of such payment and (b) the other
operating expenses of the Fund (exclusive of Operating Expenses) do not exceed
the above-referenced "Maximum Operating Expense Limit" for such Fund.
Deferred Fees with respect to any fiscal year of a Fund shall not be
payable by the Fund to the extent that the amounts payable by the Fund pursuant
to the preceding paragraph during the period ending three years after the end of
such fiscal year are not sufficient to pay such Deferred Fees. In no event will
a Fund be obligated to pay any fees waived or deferred by the Adviser with
respect to any other series of the Trust.
3. This Agreement shall automatically renew effective August 1 of every
year, until such time as the Adviser provides written notice of non-renewal to
the Trust. Such annual renewal will have the effect of extending this Agreement
for an additional one-year term. Any notice of non-renewal of this Agreement
shall be prospective only, and shall not affect the Adviser's or the Trust's
existing obligations under this Agreement.
4. A copy of the Agreement and Declaration of Trust establishing the Trust
is on file with the Secretary of The Commonwealth of Massachusetts, and notice
is hereby given that this Agreement is executed by the Trust on behalf of the
Fund by an officer of the Trust as an officer and not individually and that the
obligations of or arising out of this Agreement are not binding upon any of the
Trustees, officers or shareholders individually but are binding only upon the
assets and property belonging to the Fund.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
THE COVENTRY GROUP ▇▇▇▇▇ ▇▇▇▇▇▇ ASSET
MANAGEMENT COMPANY
By: /s/ R. ▇▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: R. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President Title:
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Dated as of:
February 14, 2007
SCHEDULE A
TO THE EXPENSE LIMITATION AGREEMENT
BETWEEN THE COVENTRY GROUP AND
▇▇▇▇▇ ▇▇▇▇▇▇ ASSET MANAGEMENT COMPANY
OPERATING EXPENSE LIMITS
Fund Name and Share Class Maximum Operating Expense Limit*
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PATHMASTER DOMESTIC EQUITY FUND
Class A Shares 1.50%
Class C Shares 2.25%
Class I Shares 1.25%
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* Expressed as a percentage of the Fund's average daily net assets.
