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Exhibit 99(h)(6)
EXPENSE LIMITATION AGREEMENT
FOR KENSINGTON SELECT INCOME FUND
THIS AGREEMENT, dated as of ______________, 2001, is made and entered
into by and between The Coventry Group, a Massachusetts business trust (the
"Trust"), on behalf of its series Kensington Select Income 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 ____________, 2001
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 ___________, 2004, 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, 1.60% Class B, 2.35% Class C, 2.35%.
2. 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
brokerage costs, interest, taxes and dividends 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 dividends 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 __________, 2004 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.
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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 Select Income Fund KENSINGTON INVESTMENT GROUP, INC.
By: By:
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Name: Name:
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Title: Title:
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