EXHIBIT (h)(4)
EXPENSE LIMITATION AGREEMENT
FOR KENSINGTON INTERNATIONAL REAL ESTATE FUND
THIS AGREEMENT, dated as of May 1, 2006 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 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 December 31, 2008, 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, 1.85%, Class B, 2.60%, Class C, 2.60%
and Class Y, 1.60%.
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.
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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