Exhibit (h)(5)
EXPENSE LIMITATION AGREEMENT
FOR KENSINGTON REAL ESTATE SECURITIES FUND
THIS AGREEMENT, dated as of December 20, 2002, is made and entered
into by and between The Coventry Group, a Massachusetts business trust (the
"Trust"), on behalf of its series Kensington Real Estate Securities 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, 2005, 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, 1.45%,
Class B, 2.20%, and Class C, 2.20%
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. 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 Real Estate Securities Fund KENSINGTON INVESTMENT GROUP, INC.
By: By:
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Name: Name:
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Title: Title:
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