EXPENSE LIMITATION AGREEMENT
Exhibit 23(h)(4)
THIS AGREEMENT, dated as of March 1, 2008, is made and entered into by and between The
Coventry Funds Trust, a Massachusetts business trust (the “Trust”), on behalf of the investment
series set forth on Schedule A attached hereto (the “Fund”), and EM Capital Management, LLC (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 April 30, 2009, 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 FUNDS TRUST | EM CAPITAL MANAGEMENT, LLC | |||||||||||||
| By: | /s/ Xxxxx Bustine | By: | /s/ Xxxx X. Xxxxxxx | |||||||||||
| Name: | Xxxxx Xxxxxxxx | Name: | Xxxx X. Xxxxxxx | |||||||||||
| Title: | President | Title: | Chief Executive Officer & LLC Manager | |||||||||||
SCHEDULE A
OPERATING EXPENSE LIMITS
| Fund Name and Class of Shares | Maximum Operating Expense Limit* | |||
EM Capital India Gateway Fund |
||||
Class A |
2.30 | % | ||
Class C |
2.80 | % | ||
Class I |
1.80 | % | ||
| * | Expressed as a percentage of the Fund’s average daily net assets. |
