EXHIBIT (H)(7)
AMENDED AND RESTATED
EXPENSE LIMITATION AGREEMENT
FOR KENSINGTON INTERNATIONAL REAL ESTATE FUND
THIS AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT, dated as of May 1,
2007, is made and entered into by and between The Kensington Funds, a Delaware
statutory trust (the "Trust"), on behalf of its series the Kensington
International Real Estate 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 between the Trust, on behalf of
the Fund, and the Adviser (the "Advisory Agreement"); and
WHEREAS, the Trust and the Adviser had previously entered into an Expense
Limitation Agreement dated as of April 28, 2006 with respect to the Fund (the
"Original Expense Limitation Agreement"); and
WHEREAS, the Trust and the Adviser desire to amend and restate the terms
and conditions of the Original Expense Limitation Agreement and 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 December 31, 2009, 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, 1.65%, Class B, 2.40%, Class C,
2.40% and Class Y, 1.40%.
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 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 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 three
years after the end of such fiscal year 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. Any Deferred
Fees in existence in accordance with the Original Expense Limitation
Agreement shall continue to be eligible to be paid to the Adviser,
subject to the provisions of this Section 2.
3. 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 KENSINGTON FUNDS, KENSINGTON INVESTMENT GROUP, INC.
ON BEHALF OF ITS SERIES
KENSINGTON INTERNATIONAL
REAL ESTATE FUND
By: By:
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Name: Name:
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Title: Title:
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