Exhibit 99(h)(2)
EXPENSE LIMITATION AGREEMENT
THIS AGREEMENT, dated as of December 1, 2005, 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 Xxxxx Xxxxxx Asset Management Company (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 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, during the period ending August 1, 2006, to the
extent necessary to limit the total operating expenses of each class of shares
of the Fund, exclusive of brokerage costs, interest, taxes and dividend and
extraordinary expenses, to the amount of the "Maximum Operating Expense Limit"
applicable to each such class of shares 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 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)
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 the 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 brokerage costs, interest, taxes and dividend and
extraordinary expenses) do not exceed the above-referenced "Maximum Operating
Expense Limit" for each respective class of shares of the Fund.
Deferred Fees with respect to any fiscal year of the 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
the Fund be obligated to pay any fees waived or deferred by the Adviser with
respect to any other series of the Trust.
3. 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 XXXXX XXXXXX ASSET MANAGEMENT COMPANY
By: By:
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Name: Name:
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Title: Title:
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SCHEDULE A
OPERATING EXPENSE LIMITS
Maximum Operating
Fund Name and Class of Shares 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.
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