EXPENSE LIMITATION AGREEMENT
FOR KENSINGTON STRATEGIC REALTY FUND
THIS AGREEMENT, dated as of ___________, 1999, is made and entered into by
and between The Coventry Group, a Massachusetts business trust (the "Trust"), on
behalf of its series Kensington Strategic Realty Fund (the "Fund"), and
Kensington Investment Group, Inc. (the "Adviser").
WHEREAS, the Adviser has been appointed the investment adviser of the Fund
pursuant to an Investment Advisory Agreement dated __________, 1999, between the
Trust , on behalf of the Fund, and the Adviser (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. Until ___________________, 2002, the Adviser agrees, subject to
Section 2 hereof, to limit its fee and/or reimburse other expenses
of each class of the Fund to the extent necessary to limit the
operating expenses of each class to the following annual rates (as a
percentage of the average daily net assets of the class): Class A,
2.75%, Class B, 3.50%, Class C, 3.50%
2. The limits set by Section 1 shall not apply to increases in
the advisory fees resulting from Performance Adjustments in
accordance with the terms of the Investment Advisory
Agreement. Additionally, under the conditions described below
in this Section 2, the Fund agrees to pay or repay 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 Investment Advisory
Agreement (the "Deferred Fees"). Such repayment shall be made
monthly, but only to the extent that the operating expenses of
a Class (exclusive of Performance Adjustments, brokerage
costs, interest, taxes and dividend and extraordinary
expenses), without regard to such repayment, are at an annual
rate (as a percentage of the average daily net assets of the
Fund) below the limit set in Section 1. The amount of
Deferred Fees paid by a Class 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 Class (exclusive of
Performance Adjustments, brokerage costs, interest, taxes and
extraordinary expenses) do not exceed the limit set by Section
1. Deferred Fees with respect to any fiscal year of the Fund
shall not be payable by a Class to the extent that the amounts
payable by the Class pursuant to the foregoing provisions of
this Section 2 during the period ending ____________, 2002 are
not sufficient to pay such Deferred Fees. In no event will a
Class be obligated to pay any fees waived or deferred by the
Adviser with respect to any other Class of the Fund or any
other series of the Trust.
3. The Adviser may by notice in writing to the Trust terminate,
in whole or in part, its obligation under Section 1 to reduce
its fees with respect to a Class in any period following the
date specified in such notice (or change the percentage
specified in Section 1), but no such change shall affect the
obligation (including the amount of the obligation) of such
Class to repay amounts of Deferred Fees with respect to
periods prior to the date specified in such notice.
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 CONVENTRY GROUP,
on behalf of its series
Kensington Strategic Realty Fund KENSINGTON INVESTMENT GROUP, INC.
By:_____________________________ By:_______________________________
Name:___________________________ Name:_____________________________
Title___________________________ Title:____________________________
