OMNIBUS FEE AGREEMENT
THIS AGREEMENT is made as of this __________day of _________________,
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 Transfer Agency Agreement each of
which is dated ____________________, 1999, 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.
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:___________________________
SCHEDULE A
TO THE OMNIBUS FEE AGREEMENT
DATED ___________________, 1999
BETWEEN
THE COVENTRY GROUP
AND
BISYS FUND SERVICES OHIO, INC.
FEES
Asset-Based Fees
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 each Fund computed daily
at the annual rate of:
Eighteen one-hundredths of one percent
(.18%) of each Fund's average daily
net assets 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.
Per Account Fees
Subject to the annual minimum fees set forth below, BISYS shall be
entitled to receive an annual fee of $25.00 per shareholder account.
Annual Minimum Fees
The asset-based fees and the per account fees described herein shall be
subject to an annual minimum fee of $125,000.
Multiple Classes
An additional annual fee of $25,000 shall be charged for each class of
shares that is created after the initial class.
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 Agreement.
