Exhibit (h)(4)
OMNIBUS FEE AGREEMENT
THIS AGREEMENT is made as of this 1st day of April 2003, by and between THE
KENSINGTON FUNDS (the "Trust"), a Delaware statutory 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;
WHEREAS, the Trust and BISYS have entered into an Administration Agreement,
dated April 1, 2003, concerning the provision of management and administrative
services for the investment portfolios of the Trust (individually referred to
herein as a "Fund" and collectively as the "Funds");
WHEREAS, the Trust and BISYS have entered into a Fund Accounting Agreement
and a Transfer Agency Agreement, each of which is dated April 1, 2003,
concerning the provision of fund accounting and transfer agency services,
respectively, for the Funds; and
WHEREAS, the parties desire to set forth the compensation payable by the
Trust under the foregoing 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 Administration Agreement, Fund Accounting Agreement, and Transfer
Agency Agreement referred to herein shall be referred to collectively as the
"Service Agreements."
2. ASSET - BASED FEES 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, an annual asset-based fee, computed daily, at the rate of:
Eighteen one-hundredths of one percent (0.18%) of each Fund's daily
net asset value up to $1 billion; and
Ten one-hundredths of one percent (0.10%) of each Fund's daily net
asset value in excess of $1 billion.
3. MULTIPLE CLASSES An additional annual fee of $25,000 shall be
charged for each class of shares that is created after the initial class.
4. ANNUAL MINIMUM FEES The asset-based fees and multiple class fees
described herein shall be subject to an annual complex minimum fee of $300,000.
This minimum assumes a total of six classes. In the event that additional
classes are added to the Funds, the annual complex minimum fee shall be
increased by an additional $25,000 per annum for each additional class.
5. PER ACCOUNT FEES BISYS shall be entitled to receive an annual fee of
$25.00 (payable in monthly installments) per shareholder account per portfolio
for the first 17,600 FundServ Level Three accounts; and $18.00 per shareholder
account per portfolio for FundServ Level Three accounts in excess of 17,600.
6. NEWLY CREATED FUNDS The asset-based, per account and annual minimum
fees set forth above shall be applicable to the 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.
7. The fees set forth above shall be in addition to the payment of
out-of-pocket expenses, as provided for in the Service Agreements.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
fully executed as of the day and year first written above.
THE KENSINGTON FUNDS
By:_________________________________
Name:_______________________________
Title:______________________________
BISYS FUND SERVICES OHIO, INC.
By:_________________________________
Name:_______________________________
Title:______________________________
