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WILLAMETTE VALUE FUND
a series of The Coventry Group
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
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May 9, 2000
To the Shareholders of the Fund:
Notice is hereby given that a Special Meeting of Shareholders (the
"Meeting") of the Fund will be held at 11:00 a.m., Eastern Time, on May 9,
2000, at the offices of BISYS Fund Services ("BISYS"), 3435 Stelzer Road,
Columbus, Ohio 43219, for the following purposes:
I. To vote upon the approval of an amendment to the Investment Advisory
Agreement between The Coventry Group, with respect to Willamette Value
Fund, and Willamette Asset Managers, Inc.
II. To vote upon the approval of a new sub-investment advisory agreement
among The Coventry Group, with respect to Willamette Value Fund, Willamette
Asset Managers, Inc. and The Bank of New York.
III. To transact such other business as may come properly before the
Meeting and any adjournment thereof.
Shareholders of record at the close of business on March 10, 2000 are
entitled to notice of, and to vote at, the Meeting.
By Order of the Board of Trustees
/s/ George L. Stevens
George L. Stevens
Secretary
PLEASE RESPOND--YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING, PLEASE COMPLETE, SIGN, DATE AND MAIL THE ENCLOSED PROXY OR PROXIES IN
THE ENCLOSED ENVELOPE SO THAT YOU WILL BE REPRESENTED AT THE MEETING.
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WILLAMETTE VALUE FUND
a series of The Coventry Group
3435 Stelzer Road
Columbus, Ohio 43219
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PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
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INTRODUCTION
This Proxy Statement is being furnished in connection with the solicitation
of proxies from shareholders of Willamette Value Fund ("Fund") in connection
with a Special Meeting of Shareholders to be held at 11:00 a.m., Eastern Time,
on May 9, 2000 and any adjournment thereof (the "Meeting"), at the offices of
BISYS Fund Services ("BISYS"), 3435 Stelzer Road, Columbus, Ohio 43219. The
cost of the solicitation (including printing and mailing this Proxy Statement,
Notice of Meeting and Proxy, as well as any supplementary solicitation) will
be borne by Willamette Asset Managers, Inc., the Fund's investment adviser
("Adviser"). The Notice of the Meeting, Proxy Statement and Proxies are being
mailed to shareholders on or about March 15, 2000.
The presence in person or by proxy of the holders of record of a majority of
the outstanding shares of the Fund shall constitute a quorum at the Meeting,
permitting action to be taken on matters related to the Fund. If, however,
such quorum shall not be present or represented at the Meeting or if fewer
votes are present in person or by proxy than the minimum required to approve
any proposal presented at the Meeting, the holders of a majority of the votes
attributable to the shares present in person or by proxy shall have the power
to adjourn the Meeting, from time to time, without notice other than
announcement at the Meeting, until the requisite number of votes shall be
present at the Meeting. The persons named as proxies will vote in favor of
such adjournment those proxies which they are entitled to vote in favor of the
Proposal and will vote against any such adjournment those proxies required to
be voted against such Proposal. At any such adjourned Meeting, if the relevant
quorum is subsequently constituted, any business may be transacted which might
have been transacted at the Meeting as originally called.
The Board of Trustees of the Fund has fixed the close of business on March
10, 2000 as the record date ("Record Date") for determining shareholders
entitled to notice of and to vote at the Meeting and at any adjournments
thereof. The number of outstanding shares of the Fund as of the Record Date
was 1,632,547,294.
Voting
Approval of each Proposal described herein requires the affirmative vote of
a majority of the Fund's outstanding shares which is defined in the 1940 Act
to mean the vote (i) of 67 percent or more of the voting securities present at
the meeting if the holders of more than 50 percent of the outstanding voting
securities of the Fund are present or represented by proxy, or (ii) of more
than 50 percent of the outstanding voting securities of the Fund, whichever is
less. All shares represented by the enclosed form of proxy will be voted in
accordance with the instructions indicated on the proxy if it is completed,
dated, signed and returned in time to be voted at the Meeting and is not
subsequently revoked. If the proxy is returned properly signed and dated, but
no instructions are given as to a Proposal, the shares represented will be
voted in favor of that Proposal. Any proxy
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may be revoked by the timely submission of a properly executed, subsequently
dated proxy; by delivery to the Fund of a timely written revocation; or
otherwise by giving notice of revocation in open meeting prior to the
finalization of the vote on a Proposal. Execution and submission of a proxy
does not affect a shareholder's right to attend the Meeting in person. For
purposes of determining the presence of a quorum for transacting business at
the Meeting, abstentions and broker "non-votes" will be treated as shares that
are present but that have not been voted. Broker non-votes are proxies
received by the Fund from brokers or nominees who have neither received
instructions from the beneficial owner or other persons entitled to vote nor
have discretionary power to vote on a particular matter. Abstentions and
broker non-votes will have the effect of a "no" vote on Proposals 1 and 2.
In addition to the solicitation of proxies by use of the mail, proxies may
be solicited by officers of the Fund, or by officers and employees of the
Fund's investment adviser and administrator, personally or by telephone or
telegraph, without special compensation.
The annual report for the Fund's fiscal year ended March 31, 2000 will not
be available prior to the Meeting. The most recent available annual report for
the Fund, including financial statements, for the fiscal year ended March 31,
1999, has been mailed previously to its shareholders. You have also received a
report containing unaudited financial statements, for the fiscal half-year
period ended September 30, 1999. If you have not received either of these
reports or would like to receive additional copies free of charge, please
contact the Fund at the address set forth on the first page of this proxy
statement or by calling 1-877-945-3863 and it will be sent within three
business days by first class mail.
PROPOSAL I
APPROVAL OF AN AMENDMENT TO THE FUND'S
INVESTMENT ADVISORY AGREEMENT
The Board of Trustees of the Fund is proposing that shareholders approve an
amendment to the Fund's Investment Advisory Agreement (the "Amended
Agreement") to be entered into between The Coventry Group, on behalf of the
Fund, and the Adviser. A form of the Amended Agreement is attached hereto as
Exhibit A. The Adviser currently serves as investment adviser for the Fund
pursuant to the existing Investment Advisory Agreement between the Funds and
the Adviser (the "Current Agreement"). It is proposed that the Amended
Agreement be entered into as soon as practicable after the Meeting, if it is
approved by shareholders.
The only difference between the Amended Agreement and the Current Agreement
is that the Amended Agreement specifically permits the Adviser, at its own
expense, to delegate to a sub-adviser, such responsibilities and may be
specified in an agreement with such sub-adviser, subject to such approvals by
the Trustees and shareholders as are required by the Investment Company Act of
1940 (the "1940 Act"). In the event the Adviser does so delegate to a sub-
adviser, the Adviser is also responsible for supervising the sub-adviser's
activities and performance, and for taking reasonable steps to assure that the
sub-adviser complies with the Fund's investment policies and procedures and
applicable legal requirements. The Adviser also has responsibility for
reporting to the Trustees regarding these matters, and the Adviser is
responsible for paying the fees of any sub-adviser. Except for the sub-adviser
provisions described above, the Amended Agreement is substantially identical
to the Current Agreement except for its date and term. Management of the Fund
made a proposal to the Trustees at a meeting held on February 17, 2000 for the
adoption of the Amended Agreement as well as for the adoption of the sub-
investment advisory agreement described under Proposal II. The Trustees at
this meeting, including all of the Trustees who are not "interested persons"
of the Fund, as that term is defined in the Investment Company Act of 1940
("Independent Trustees"), accepted the recommendation for the adoption of the
Amended Agreement (and the sub-investment advisory agreement) and the Trustees
are recommending that shareholders approve the Amended Agreement.
2
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1. The Current Agreement and the Amended Agreement
Under the terms of the Current Agreement, the Adviser manages the Fund's
investments and Fund pays the Adviser an investment advisory fee at an annual
rate of 1.00% of the Fund's average daily net assets. Under the terms of the
Amended Agreement, the fees payable to the Adviser will remain the same. As
noted earlier, the Adviser will pay the fees of the sub-adviser. Other
provisions of the Current Agreement and the Amended Agreement describe the
Adviser's duties and responsibilities for the Fund, indicate those expenses
that will be borne by the Adviser in connection with these services, reserve
to the Adviser rights to the name "Willamette" and deal with other matters
typical of this type of contract. See Exhibit A.
Under a separate Expense Limitation agreement, the Adviser agreed to reduce
its fee and reimburse the Fund to the extent necessary to limit the Fund's
overall expense ratio to an annual rate of 2.90% for the period from February
1, 1999 to March 31, 1999 and to an annual rate of 2.75% for the period from
April 1, 1999 to March 31, 2000. For a period up to two years after the above
limitation periods, the Fund has agreed to pay the Adviser the amount of fees
and reimbursements that, if not for the above limitation, would have been
payable or reimbursable to the Adviser, provided that the Fund's operating
expenses, without regard to such repayment or reimbursements, are at an annual
rate (as a percentage of the Fund's average daily net assets) of 2.75% or
less. Additionally, the Fund will not make repayments or reimbursements in an
amount that would cause the Fund's total operating expenses to exceed the
2.75% annual expense limitation. Under the advisory fee reduction and
reimbursement provisions of the Expense Limitation Agreement, the Adviser made
payments of $4,000 for the period ended March 31, 1999 and it is anticipated
that the Advisor will make payments of approximately $50,918 for the year
ended March 31, 2000. The Advisor has not been yet able to recoup any of this
amount.
As of the date hereof, the Adviser does not provide investment advisory
services to any investment companies other than the Fund.
Required Vote
The approval of the Amended Agreement requires the affirmative vote of a
majority of the Fund's outstanding voting securities, which, for these
purposes, means the vote (i) of 67 percent or more of the voting securities
present at the meeting, if the holders of more than 50 percent of the
outstanding voting securities of the Fund are present or represented by proxy,
or (ii) of more than 50 percent of the outstanding voting securities of the
Fund, whichever is less.
THE BOARD OF TRUSTEES OF THE TRUST,
INCLUDING THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMEND APPROVAL
OF PROPOSAL I.
3
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PROPOSAL II
APPROVAL OF SUB-INVESTMENT ADVISORY AGREEMENT
The Board of Trustees of the Fund is proposing that shareholders approve a
new Sub-Investment Advisory Agreement ("Sub-Advisory Agreement") to be entered
into among The Coventry Group, on behalf of the Fund, the Adviser and The Bank
of New York ("Sub-Adviser"). A form of the Sub-Advisory Agreement is attached
hereto as Exhibit B.
The Sub-Advisory Agreement provides that the Adviser will pay to the Sub-
Adviser, out of the Adviser's own resources and at no additional cost to the
Fund, a sub-advisory fee at the following annual rates: (a) for that portion
of the Fund's portfolio, generally 50% of the Fund's assets, that is invested
in the ten highest dividend yielding stocks in the Dow Jones Industrial
Average, the annual fee rate is equal to the following percentages of the
Fund's average daily net assets--0.10% on assets up to $50,000,000; 0.07% on
assets from $50,000,001 to $100,000,000; 0.05% on assets in excess of
$100,000,000, with a minimum annual fee of $10,000 for this portion of the
Fund's portfolio; (b) for that portion of the Fund's portfolio, generally 50%
of the Fund's assets, that is actively managed, the annual fee rate is equal
to 0.45%, with a minimum annual fee of $10,000. More information about the two
portions of the Fund's portfolio is provided below under "Changes in the
Fund's Investment Policies:"
The Sub-Advisory Agreement provides that the Sub-Adviser will, subject to
the supervision of the Adviser and the Trustees, provide a program of
continuous investment management for the Fund in accordance with the Fund's
investment objective, policies and limitations, as they may be amended from
time to time. The Sub-Adviser will make investment decisions for the Fund and
place orders for the Fund's portfolio transactions. The Sub-Advisory Agreement
also contains an acknowledgment by the Sub-Adviser of the Adviser's
supervisory responsibilities and obligations to report to the Trustees
regarding the Sub-Adviser's activities and an agreement that the Sub-Adviser
will facilitate the Adviser's supervisory activities. In other respects, the
provisions of the Sub-Advisory Agreement are generally comparable to those of
the amended investment advisory agreement. See Proposal I and Exhibits A and
B.
2. The Trustees' Considerations and Recommendations
In approving the Amended Agreement and the Sub-Advisory Agreement and
determining to submit them to shareholders for approval, the Trustees,
including all the Independent Trustees, concluded that the compensation to be
paid by the Fund to the Adviser under the Amended Agreement is fair and
reasonable. They also determined that the compensation to be paid by the
Adviser to the Sub-Adviser under the Sub-Advisory Agreement was fair and
reasonable. In making this determination, the Trustees considered several
factors, including: (1) the investment management fees payable under the
Current Agreement and those payable under the Amended Agreement and the fact
that these fees would not change; (2) the fact that the fees to the Sub-
Adviser under the Sub-Advisory Agreement would be paid by the Adviser at no
additional cost to the Fund; (3) the efforts and expenses of the Adviser and
the Sub-Adviser in rendering their services to the Fund; (4) the nature,
quality and extent of the services as currently provided by the Adviser to the
Funds and as to be provided by the Adviser under the Amended Agreement; (5)
the nature and quality of the services to be provided by the Sub-Adviser to
the Fund under the Sub-Advisory Agreement; (6) the experience, background,
capabilities and general reputation of the Adviser and Sub-Adviser, including
the Sub-Adviser's services to Willamette Small Cap Growth Fund; and (7) the
fees charged by investment managers operating funds with similar investment
objectives.
4
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In the event that the Amended Agreement and/or the Sub-Advisory Agreement
are not approved by the shareholders, the Adviser will continue to provide
portfolio management services for the Fund under the current agreement and
Trustees will consider what other action is appropriate based upon their
determination of the best interests of the shareholders.
Changes in the Fund's Investment Policies
The Trustees have approved, and the Fund expects to implement, certain
changes to the Fund's investment policies. These changes will begin to be put
in place after the Sub-Adviser begins its portfolio management activities for
the Fund, although full implementation is expected to take at least two
months. These changes are currently not expected to materially increase the
Fund's transaction costs above those that would otherwise be incurred in the
regular rebalancing of the Fund's portfolio. In the event Proposals described
in this Proxy Statement are not approved, the Trustees will determine whether
the changes will be implemented or whether some alternative policies should be
considered.
Under the Fund's current investment policies, about one-half of the Fund's
total assets, under normal conditions, are invested in the ten highest
dividend-yielding stocks in the Dow Jones Industrial Average ("DJIA"). The
other half of the Fund's total assets are normally allocated to certain New
York Stock Exchange ("NYSE") listed issuers that are not included in the DJIA.
Stocks in this NYSE group are selected by identifying the 400 largest
capitalized NYSE stocks that are not included in the DJIA, removing the 50
highest dividend yielding stocks from that group and purchasing the next 25
highest dividend yielding stocks. Each of these two components of the Fund's
portfolio is rebalanced annually, using the same criteria.
Under the proposed new policies, the DJIA component of the portfolio would
continue to be managed as it is under the current policies. However, the other
component of the portfolio would be actively managed in accordance with a
"value" investment strategy. Thus, under normal market conditions, this
component of the portfolio will be invested primarily in equity securities
that the Sub-Adviser believes have certain characteristics of "value" stocks.
These characteristics include: low price to normalized earnings ratio, above-
average dividend yield, low price relative to net asset value, low valuation
relative to the security's historic average, and other factors. The Adviser
and Sub-Adviser believe that this change will better enable the Fund to
achieve its investment objective, although there can be no assurance that this
change will be successful or that the Fund's performance will improve.
Required Vote
The approval of the Sub-Advisory Agreement requires the affirmative vote of
a majority of the Fund's outstanding voting securities, which, for these
purposes, means the vote (i) of 67 percent or more of the voting securities
present at the meeting, if the holders of more than 50 percent of the
outstanding voting securities of the Fund are present or represented by proxy,
or (ii) of more than 50 percent of the outstanding voting securities of the
Fund, whichever is less.
THE BOARD OF TRUSTEES OF THE TRUST,
INCLUDING THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMEND APPROVAL
OF PROPOSAL II.
5
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PRINCIPAL HOLDERS OF VOTING SECURITIES
There was no person or group known to the Fund to be the beneficial owner of
more than 5% of the Fund's outstanding voting securities as of March 10, 2000.
Other Matters
The Board does not currently know of any matters to be presented at the
Meeting other than those mentioned in this Proxy Statement. If any other
matters come properly before the Meeting, the shares represented by proxies
will be voted with respect thereto in accordance with the best judgement of
the person or persons voting the proxies.
The Fund does not hold annual or regular meetings of its shareholders.
Proposals of shareholders which are intended to be presented at a future
shareholders' meeting must be received by the Fund by a reasonable time prior
to the solicitation of proxies relating to such future meeting. Shareholder
proposals must meet certain requirements and there is no guarantee that any
proposal will be presented at a shareholders' meeting.
Respectfully submitted,
George L. Stevens
Secretary of the Trust
6
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EXHIBIT A
THE COVENTRY GROUP
on behalf of
WILLAMETTE VALUE FUND
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, effective commencing on , 2000 between Willamette Asset
Managers, Inc. (the "Adviser") and The Coventry Group (the "Trust") on behalf
of Willamette Value Fund (the "Fund").
WHEREAS, the Trust is a Massachusetts business trust of the series type
organized under a Declaration of Trust dated January 8, 1992, (the
"Declaration") and is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as an open-end, diversified management investment
company, and the Fund is a new series of the Trust;
WHEREAS, the Trust wishes to retain the Adviser to render investment
advisory services to the Fund, and the Adviser is willing to furnish such
services to the Fund;
WHEREAS, the Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended ("Advisers Act");
NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed between the Trust and the Adviser as follows:
3. Appointment. The Trust hereby appoints the Adviser to act as investment
adviser to the Fund for the periods and on the terms set forth in this
Agreement. The Adviser accepts such appointment and agrees to furnish the
services herein set forth, for the compensation herein provided.
4. Investment Advisory Duties; Authority to Delegate to Sub-Adviser. Subject
to the supervision of the Trustees of the Trust, the Adviser will (a) provide
a program of continuous investment management for the Fund in accordance with
the Fund's investment objectives, policies and limitations as stated in the
Fund's prospectus and Statement of Additional Information included as part of
the Trust's Registration Statement filed with the Securities and Exchange
Commission, as they may be amended from time to time, copies of which shall be
provided to the Adviser by the Trust; (b) make investment decisions for the
Fund; and (c) place orders to purchase and sell securities for the Fund. The
Adviser is authorized, at its own expense, to delegate to a sub-adviser such
of its responsibilities hereunder as may be specified in an agreement with
such sub-adviser, subject to such approvals by the Trustees and shareholders
of the Fund as are required by the 1940 Act. In the event the Adviser does so
delegate to a sub-adviser, the Adviser is further responsible for supervising
the activities and performance of the sub-adviser, for taking reasonable steps
to assure that the sub-adviser complies with the Fund's investment policies
and procedures and with applicable legal requirements, and for reporting to
the Trustees regarding these matters.
In performing its investment management services to the Fund hereunder, the
Adviser will provide the Fund with ongoing investment guidance and policy
direction, including oral and written research, analysis, advice, statistical
and economic data and judgments regarding individual investments, general
economic conditions and trends and long-range investment policy. The Adviser
will determine the securities, instruments, repurchase
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agreements, options and other investments and techniques that the Fund will
purchase, sell, enter into or use, and will provide an ongoing evaluation of
the Fund's portfolio. The Adviser will determine what portion of the Fund's
portfolio shall be invested in securities and other assets, and what portion
if any, should be held uninvested.
The Adviser further agrees that, in performing its duties hereunder, it
will:
(a) comply with the 1940 Act and all rules and regulations thereunder,
the Advisers Act, the Internal Revenue Code (the "Code") and all other
applicable federal and state laws and regulations, and with any applicable
procedures adopted by the Trustees;
(b) use reasonable efforts to manage the Fund so that it will qualify,
and continue to qualify, as a regulated investment company under Subchapter
M of the Code and regulations issued thereunder;
(c) place orders pursuant to its investment determinations for the Fund
directly with the issuer, or with any broker or dealer, in accordance with
applicable policies expressed in the Fund's prospectus and/or Statement of
Additional Information and in accordance with applicable legal
requirements;
(d) furnish to the Trust, or to the Fund's administrator, BISYS Fund
Services, ("Administrator") if so directed, whatever statistical
information the Trust may reasonably request with respect to the Fund's
assets or contemplated investments. In addition, the Adviser will keep the
Trust and the Trustees informed of developments materially affecting the
Fund's portfolio and shall, on the Adviser's own initiative, furnish to the
Trust from time to time whatever information the Adviser believes
appropriate for this purpose;
(e) make available to the Administrator, and the Trust, promptly upon
their request, such copies of its investment records and ledgers with
respect to the Fund as may be required to assist the Administrator and the
Trust in their compliance with applicable laws and regulations. The Adviser
will furnish the Trustees with such periodic and special reports regarding
the Fund as they may reasonably request;
(f) immediately notify the Trust in the event that the Adviser or any of
its affiliates: (1) becomes aware that it is subject to a statutory
disqualification that prevents the Adviser from serving as investment
adviser pursuant to this Agreement; or (2) becomes aware that it is the
subject of an administrative proceeding or enforcement action by the
Securities and Exchange Commission ("SEC") or other regulatory authority.
The Adviser further agrees to notify the Trust immediately of any material
fact known to the Adviser respecting or relating to the Adviser that is not
contained in the Trust's Registration Statement regarding the Fund, or any
amendment or supplement thereto, but that is required to be disclosed
therein, and of any statement contained therein that becomes untrue in any
material respect;
(g) in making investment decisions for the Fund, use no inside
information that may be in its possession or in the possession of any of
its affiliates, nor will the Adviser seek to obtain any such information.
5. Allocation of Charges and Expenses. Except as otherwise specifically
provided in this section 3, the Adviser shall pay the compensation and
expenses of all its directors, officers and employees who serve as officers
and executive employees of the Trust or Fund (including the Trust's or Fund's
share of payroll taxes), and the Adviser shall make available, without expense
to the Fund, the service of its directors, officers and employees who may be
duly elected officers of the Trust, subject to their individual consent to
serve and to any limitations imposed by law. The Adviser shall also pay the
fees of any sub-adviser.
The Adviser shall not be required to pay any expenses of the Fund or Trust
other than those specifically allocated to the Adviser in this section 3. In
particular, but without limiting the generality of the foregoing, the Adviser
shall not be responsible, except to the extent of the reasonable compensation
of such of the Trust's or
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Fund's employees as are officers or employees of the Adviser whose services
may be involved, for any expenses of other series of the Trust or for the
following expenses of the Fund or Trust: organization and certain offering
expenses of the Fund (including out-of-pocket expenses, but not including the
Adviser's overhead and employee costs); fees payable to the Adviser and to any
other Fund advisers or consultants; legal expenses; auditing and accounting
expenses; interest expenses; telephone, telex, facsimile, postage and other
communications expenses; taxes and governmental fees; fees, dues and expenses
incurred by or with respect to the Fund in connection with membership in
investment company trade organizations; cost of insurance relating to fidelity
coverage for the Trust's officers and employees; fees and expenses of the
Fund's Administrator or of any custodian, subcustodian, transfer agent, fund
accounting agent, registrar, or dividend disbursing agent of the Fund;
payments for portfolio pricing or valuation services to pricing agents,
accountants, bankers and other specialists, if any; expenses of preparing
share certificates, if any; other expenses in connection with the issuance,
offering, distribution or sale of securities issued by the Fund; expenses
relating to investor and public relations; expenses of registering shares of
the Fund for sale and of compliance with applicable state notice filing
requirements; freight, insurance and other charges in connection with the
shipment of the Fund's portfolio securities; brokerage commissions or other
costs of acquiring or disposing of any portfolio securities or other assets of
the Fund, or of entering into other transactions or engaging in any investment
practices with respect to the Fund; expenses of printing and distributing
prospectuses, Statements of Additional Information, reports, notices and
dividends to shareholders; costs of stationery or other office supplies; any
litigation expenses; costs of shareholders' and other meetings; the
compensation and all expenses (specifically including travel expenses relating
to the Fund's business) of officers, Trustees and employees of the Trust who
are not interested persons of the Adviser; and travel expenses (or an
appropriate portion thereof) of officers or Trustees of the Trust who are
officers, Trustees or employees of the Adviser to the extent that such
expenses relate to attendance at meetings of the Board of Trustees of the
Trust with respect to matters concerning the Fund, or any committees thereof
or advisers thereto.
6. Compensation. As compensation for the services provided and expenses
assumed by the Adviser under this Agreement, the Trust will arrange for the
Fund to pay the Adviser at the end of each calendar month an advisory fee
computed daily at an annual rate equal to 1.00% of the Fund's average daily
net assets. The "average daily net assets" of the Fund shall mean the average
of the values placed on the Fund's net assets as of 4:00 p.m. (New York time)
on each day on which the net asset value of the Fund is determined consistent
with the provisions of Rule 22c-1 under the 1940 Act or, if the Fund lawfully
determines the value of its net assets as of some other time on each business
day, as of such other time. The value of net assets of the Fund shall always
be determined pursuant to the applicable provisions of the Declaration and the
Registration Statement. If, pursuant to such provisions, the determination of
net asset value is suspended for any particular business day, then for the
purposes of this section 4, the value of the net assets of the Fund as last
determined shall be deemed to be the value of its net assets as of the close
of the New York Stock Exchange, or as of such other time as the value of the
net assets of the Fund's portfolio may lawfully be determined, on that day. If
the determination of the net asset value of the shares of the Fund has been so
suspended for a period including any month end when the Adviser's compensation
is payable pursuant to this section, then the Adviser's compensation payable
at the end of such month shall be computed on the basis of the value of the
net assets of the Fund as last determined (whether during or prior to such
month). If the Fund determines the value of the net assets of its portfolio
more than once on any day, then the last such determination thereof on that
day shall be deemed to be the sole determination thereof on that day for the
purposes of this section 4.
7. Books and Records. The Adviser agrees to maintain such books and records
with respect to its services to the Fund as are required by Section 31 under
the 1940 Act, and rules adopted thereunder, and by other applicable legal
provisions, and to preserve such records for the periods and in the manner
required by that
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Section, and those rules and legal provisions. The Adviser also agrees that
records it maintains and preserves pursuant to Rules 31a-1 and Rule 31a-2
under the 1940 Act and otherwise in connection with its services hereunder are
the property of the Trust and will be surrendered promptly to the Trust upon
its request. And the Adviser further agrees that it will furnish to regulatory
authorities having the requisite authority any information or reports in
connection with its services hereunder which may be requested in order to
determine whether the operations of the Fund are being conducted in accordance
with applicable laws and regulations.
8. Standard of Care and Limitation of Liability. The Adviser shall exercise
its best judgment in rendering the services provided by it under this
Agreement. The Adviser shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund or the holders of the
Fund's shares in connection with the matters to which this Agreement relates,
provided that nothing in this Agreement shall be deemed to protect or purport
to protect the Adviser against any liability to the Trust, the Fund or to
holders of the Fund's shares to which the Adviser would otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence on its part in
the performance of its duties or by reason of the Adviser's reckless disregard
of its obligations and duties under this Agreement. As used in this Section 6,
the term "Adviser" shall include any officers, directors, employees or other
affiliates of the Adviser performing services with respect to the Fund.
9. Services Not Exclusive. It is understood that the services of the Adviser
are not exclusive, and that nothing in this Agreement shall prevent the
Adviser from providing similar services to other investment companies or to
other series of investment companies, including the Trust (whether or not
their investment objectives and policies are similar to those of the Fund) or
from engaging in other activities, provided such other services and activities
do not, during the term of this Agreement, interfere in a material manner with
the Adviser's ability to meet its obligations to the Fund hereunder. When the
Adviser recommends the purchase or sale of a security for other investment
companies and other clients, and at the same time the Adviser recommends the
purchase or sale of the same security for the Fund, it is understood that in
light of its fiduciary duty to the Fund, such transactions will be executed on
a basis that is fair and equitable to the Fund. In connection with purchases
or sales of portfolio securities for the account of the Fund, neither the
Adviser nor any of its Trustees, officers or employees shall act as a
principal or agent or receive any commission. If the Adviser provides any
advice to its clients concerning the shares of the Fund, the Adviser shall act
solely as investment counsel for such clients and not in any way on behalf of
the Trust or the Fund.
10. Duration and Termination. This Agreement shall continue until ,
2002, and thereafter shall continue automatically for successive annual
periods, provided such continuance is specifically approved at least annually
by (i) the Trustees or (ii) a vote of a "majority" (as defined in the 1940
Act) of the Fund's outstanding voting securities (as defined in the 1940 Act),
provided that in either event the continuance is also approved by a majority
of the Trustees who are not parties to this Agreement or "interested persons"
(as defined in the 1940 Act) of any party to this Agreement, by vote cast in
person at a meeting called for the purpose of voting on such approval.
Notwithstanding the foregoing, this Agreement may be terminated: (a) at any
time without penalty by the Fund upon the vote of a majority of the Trustees
or by vote of the majority of the Fund's outstanding voting securities, upon
sixty (60) days' written notice to the adviser or (b) by the Adviser at any
time without penalty, upon sixty (60) days' written notice to the Trust. This
Agreement will also terminate automatically in the event of its assignment (as
defined in the 1940 Act).
11. Amendments. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed
by the party against which enforcement of the change, waiver, discharge or
termination is sought, and no amendment of this Agreement shall be effective
until approved by an
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affirmative vote of (i) a majority of the outstanding voting securities of the
Fund, and (ii) a majority of the Trustees, including a majority of Trustees
who are not interested persons of any party to this Agreement, cast in person
at a meeting called for the purpose of voting on such approval, if such
approval is required by applicable law.
12. Proxies. Unless the Trust gives written instructions to the contrary,
the Adviser shall vote all proxies solicited by or with respect to the issuers
of securities in which assets of the Fund may be invested. The Adviser shall
use its best good faith judgment to vote such proxies in a manner which best
serves the interests of the Fund's shareholders.
13. Name Reservation. The Trust acknowledges and agrees that the Adviser has
property rights relating to the use of the term "Willamette" and has permitted
the use of such term by the Trust and the Fund. The Trust agrees that, unless
otherwise authorized by the Adviser: (i) it will use the term "Willamette"
only as a component of the name of the Fund and for no other purposes; (ii) it
will not purport to grant to any third party any rights in such name; (iii) at
the request of the Adviser, the Trust will take such action as may be required
to provide its consent to use of the term by the Adviser, or any affiliate of
the Adviser to whom the Adviser shall have granted the right to such use; and
(iv) the Adviser may use or grant to others the right to use the term, or any
abbreviation thereof, as all or a portion of a corporate or business name or
for any commercial purpose, including a grant of such right to any other
investment company. Upon termination of this Agreement, the Trust shall, upon
request of the Adviser, cease to use the term "Willamette" as part of the name
of the Fund, or in connection with the Trust or any series of the Trust. In
the event of any such request by the Adviser that use of the term "Willamette"
shall cease, the Trust shall cause its officers, directors and shareholders to
take any and all such actions which the Adviser may request to effect such
request and to reconvey to the Adviser any and all rights to the term
"Willamette."
14. Miscellaneous.
(a) This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, the Advisers Act, or rules or orders of the
SEC thereunder.
(b) The captions of this Agreement are included for convenience only and in
no way define or limit any of the provisions hereof or otherwise affect their
construction or effect.
(c) If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected hereby and, to this extent, the provisions of this
Agreement shall be deemed to be severable.
(d) Nothing herein shall be construed as constituting the Adviser as an
agent of the Trust or the Fund.
(e) The names "The Coventry Group" and "Trustees of the Coventry Group"
refer respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under an Agreement and
Declaration of Trust dated as of January 8, 1992 to which reference is hereby
made and a copy of which is on file at the office of the Secretary of State of
the Commonwealth of Massachusetts and elsewhere as required by law, and to any
and all amendments thereto so filed or hereafter filed. The obligations of
"The Coventry Group" entered into in the name or on behalf thereof, or in the
name or on behalf of any series or class of shares of the Trust, by any of the
Trustees, representatives or agents are made not individually, but in
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such capacities, and are not binding upon any of the Trustees, shareholders or
representatives of the Trust personally, but bind only the assets of the
Trust, and all persons dealing with any series or class of shares of the Trust
must look solely to the assets of the Trust belonging to such series or class
for the enforcement of any claims against the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of , 2000.
THE COVENTRY GROUP
By: _________________________________
President
WILLAMETTE ASSET MANAGERS, Inc.
By: _________________________________
President
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<PAGE>
EXHIBIT B
THE COVENTRY GROUP
on behalf of
WILLAMETTE VALUE FUND
SUB-INVESTMENT ADVISORY AGREEMENT
AGREEMENT, effective commencing on , 2000 among Willamette Asset
Managers, Inc. (the "Adviser"), The Bank of New York ("Sub-Adviser"), and The
Coventry Group (the "Trust") on behalf of Willamette Value Fund (the "Fund").
WHEREAS, the Trust is a Massachusetts business trust of the series type
organized under a Declaration of Trust dated January 8, 1992, (the
"Declaration") and is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as an open-end, diversified management investment
company, and the Fund is a new series of the Trust;
WHEREAS, the Trust and the Adviser wish to retain the Sub-Adviser to render
sub-investment advisory services to the Fund, and the Sub-Adviser is willing
to furnish such services to the Fund;
WHEREAS, the Sub-Adviser is a bank under the laws of the State of New York,
as defined in Section 202(a)(2) of the Investment Advisers Act of 1940, as
amended ("Advisers Act");
NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed among the Adviser, the Trust and the Sub-Adviser as
follows:
1. Appointment. The Trust and the Adviser hereby appoint the Sub-Adviser to
act as sub-investment adviser to the Fund for the periods and on the terms set
forth in this Agreement. The Sub-Adviser accepts such appointment and agrees
to furnish the services herein set forth, for the compensation herein
provided.
2. Sub-Investment Advisory Duties. Subject to the supervision of the Adviser
and the Trustees of the Trust, the Sub-Adviser will (a) provide a program of
continuous investment management for the Fund in accordance with the Fund's
investment objectives, policies and limitations as stated in the Fund's
prospectus and Statement of Additional Information included as part of the
Trust's Registration Statement filed with the Securities and Exchange
Commission, as they may be amended from time to time, copies of which shall be
provided to the Adviser and to the Sub-Adviser by the Trust; (b) make
investment decisions for the Fund; and (c) place orders to purchase and sell
securities for the Fund.
In performing its investment management services to the Fund hereunder, the
Sub-Adviser, in accordance with the directions of the Adviser, will provide
the Fund with ongoing investment guidance and policy direction, including oral
and written research, analysis, advice, statistical and economic data and
judgments regarding individual investments, general economic conditions and
trends and long-range investment policy. Subject to the Fund's investment
objective and policies, the Sub-Adviser will determine the securities,
instruments, repurchase agreements, options and other investments and
techniques that the Fund will purchase, sell, enter into or use, and will
provide an ongoing evaluation of the Fund's portfolio. The Sub-Adviser will
determine what portion of the Fund's portfolio shall be invested in securities
and other assets, and what portion if any, should be held uninvested.
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The Sub-Adviser acknowledges that, pursuant to the Investment Advisory
Agreement between the Adviser and the Trust with respect to the Fund, the
Adviser is responsible for supervising the activities and performance of the
Sub-Adviser, for taking reasonable steps to assure that the Sub-Adviser
complies with the Fund's investment policies and procedures and with
applicable legal requirements, and for reporting to the Trustees of the Trust
regarding these matters. In this regard, the Sub-Adviser agrees to facilitate
the Adviser's implementation of its "Supervisory Procedures for Sub-Advisors"
attached hereto as Exhibit A [not included with this Proxy Statement].
The Sub-Adviser further agrees that, in performing its duties hereunder, it
will:
(a) comply with the 1940 Act and all rules and regulations thereunder,
the Internal Revenue Code (the "Code") and all other applicable federal and
state laws and regulations, and with any applicable procedures adopted by
the Trustees;
(b) use reasonable efforts to manage the Fund so that it will qualify,
and continue to qualify, as a regulated investment company under Subchapter
M of the Code and regulations issued thereunder;
(c) place orders pursuant to its investment determinations for the Fund
directly with the issuer, or with any broker or dealer, in accordance with
applicable policies expressed in the Fund's prospectus and/or Statement of
Additional Information and in accordance with applicable legal
requirements;
(d) furnish to the Trust, the Adviser, or to the Fund's administrator,
BISYS Fund Services, ("Administrator") if so directed, whatever statistical
information the Trust, Adviser or Administrator may reasonably request with
respect to the Fund's assets or contemplated investments. In addition, the
Sub-Adviser will keep the Adviser, the Trust and the Trustees informed of
developments materially affecting the Fund's portfolio and shall, on the
Sub-Adviser's own initiative, furnish to the Adviser and the Trust from
time to time whatever information the Sub-Adviser believes appropriate for
this purpose;
(e) make available to the Adviser, the Administrator, and the Trust,
promptly upon their request, such copies of its investment records and
ledgers with respect to the Fund as may be required to assist the Adviser,
the Administrator and the Trust in their compliance with applicable laws
and regulations. The Sub-Adviser will furnish the Adviser and the Trustees
with such periodic and special reports regarding the Fund as they may
reasonably request.
(f) immediately notify the Adviser and the Trust in the event that the
Sub-Adviser or any of its affiliates: (1) becomes aware that it is subject
to a statutory disqualification that prevents the Sub-Adviser from serving
as sub-investment adviser pursuant to this Agreement; or (2) becomes aware
that it is the subject of an administrative proceeding or enforcement
action by the Securities and Exchange Commission ("SEC") or other
regulatory authority. The Sub-Adviser further agrees to notify the Trust
immediately of any material fact known to the Sub-Adviser respecting or
relating to the Sub-Adviser that is not contained in the Trust's
Registration Statement regarding the Fund, or any amendment or supplement
thereto, but that is required to be disclosed therein, and of any statement
contained therein that becomes untrue in any material respect; and
(g) in making investment decisions for the Fund, use no inside
information that may be in its possession, nor will the Sub-Adviser seek to
obtain any such information.
3. Allocation of Charges and Expenses. Except as otherwise specifically
provided in this section 3, the Sub-Adviser shall pay the compensation and
expenses of all its directors, officers and employees who serve as officers
and executive employees of the Trust or Fund (including the Trust's or Fund's
share of payroll taxes), and the Sub-Adviser shall make available, without
expense to the Fund, the service of its directors, officers and employees who
may be duly elected officers of the Trust, subject to their individual consent
to serve and to any limitations imposed by law.
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The Sub-Adviser shall not be required to pay any expenses of the Fund or
Trust other than those specifically allocated to the Sub-Adviser in this
section 3. In particular, but without limiting the generality of the
foregoing, the Sub-Adviser shall not be responsible, except to the extent of
the reasonable compensation of such of the Trust's or Fund's employees as are
officers or employees of the Sub-Adviser whose services may be involved, for
any expenses of other series of the Trust or for the following expenses of the
Fund or Trust: organization and certain offering expenses of the Fund
(including out-of-pocket expenses, but not including the Sub-Adviser's
overhead and employee costs); fees payable to the Adviser and Sub-Adviser and
to any other Fund advisers or consultants; legal expenses; auditing and
accounting expenses; interest expenses; telephone, telex, facsimile, postage
and other communications expenses; taxes and governmental fees; fees, dues and
expenses incurred by or with respect to the Fund in connection with membership
in investment company trade organizations; cost of insurance relating to
fidelity coverage for the Trust's officers and employees; fees and expenses of
the Fund's Administrator or of any custodian, subcustodian, transfer agent,
fund accounting agent, registrar, or dividend disbursing agent of the Fund;
payments for portfolio pricing or valuation services to pricing agents,
accountants, bankers and other specialists, if any; expenses of preparing
share certificates, if any; other expenses in connection with the issuance,
offering, distribution or sale of securities issued by the Fund; expenses
relating to investor and public relations; expenses of registering shares of
the Fund for sale and of compliance with applicable state notice filing
requirements; freight, insurance and other charges in connection with the
shipment of the Fund's portfolio securities; brokerage commissions or other
costs of acquiring or disposing of any portfolio securities or other assets of
the Fund, or of entering into other transactions or engaging in any investment
practices with respect to the Fund; expenses of printing and distributing
prospectuses, Statements of Additional Information, reports, notices and
dividends to shareholders; costs of stationery or other office supplies; any
litigation expenses; costs of shareholders' and other meetings; the
compensation and all expenses (specifically including travel expenses relating
to the Fund's business) of officers, Trustees and employees of the Trust who
are not "interested persons," as defined in Section 2(a)(19) of the 1940 Act,
of the Sub-Adviser; and travel expenses (or an appropriate portion thereof) of
officers or Trustees of the Trust who are officers, Trustees or employees of
the Sub-Adviser to the extent that such expenses relate to attendance at
meetings of the Board of Trustees of the Trust with respect to matters
concerning the Fund, or any committees thereof or advisers thereto.
4. Compensation. As compensation for the services provided and expenses
assumed by the Sub-Adviser under this Agreement, the Adviser will pay to the
Sub-Adviser, out of the Adviser's own resources at no additional cost to the
Fund, at the end of each calendar month a sub-advisory fee computed daily at
an annual rate equal to the following amounts based on the Fund's average
daily net assets: (a) for that portion of the Fund's portfolio, generally 50%
of the Fund's assets, that is invested in the ten highest dividend yielding
stocks in the Dow Jones Industrial Average, the annual fee rate is equal to
the following percentages of the Fund's average daily net assets--0.10% on
assets up to $50,000,000; 0.07% on assets from $50,000,001 to $100,000,000;
0.05% on assets in excess of $100,000,000, with a minimum annual fee of
$10,000 for this portion of the Fund's portfolio; (b) for that portion of the
Fund's portfolio, generally 50% of the Fund's assets, that is actively
managed, the annual fee rate is equal to 0.45%, with a minimum annual fee of
$10,000. The "average daily net assets" of the Fund shall mean the average of
the values placed on the Fund's net assets as of 4:00 p.m. (New York time) on
each day on which the net asset value of the Fund is determined consistent
with the provisions of Rule 22c-1 under the 1940 Act or, if the Fund lawfully
determines the value of its net assets as of some other time on each business
day, as of such other time. The value of net assets of the Fund shall always
be determined pursuant to the applicable provisions of the Declaration and the
Registration Statement. If, pursuant to such provisions, the determination of
net asset value is suspended for any particular business day, then for the
purposes of this section 4, the value of the net assets of the Fund as last
determined shall be deemed to be the value of its net assets as of the close
of the New York Stock Exchange, or as of such other time as the value of the
net assets
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of the Fund's portfolio may lawfully be determined, on that day. If the
determination of the net asset value of the shares of the Fund has been so
suspended for a period including any month end when the Sub-Adviser's
compensation is payable pursuant to this section, then the Sub-Adviser's
compensation payable at the end of such month shall be computed on the basis
of the value of the net assets of the Fund as last determined (whether during
or prior to such month). If the Fund determines the value of the net assets of
its portfolio more than once on any day, then the last such determination
thereof on that day shall be deemed to be the sole determination thereof on
that day for the purposes of this section 4.
5. Books and Records. The Sub-Adviser agrees to maintain such books and
records with respect to its services to the Fund as are required by Section 31
under the 1940 Act, and rules adopted thereunder, and by other applicable
legal provisions, and to preserve such records for the periods and in the
manner required by that Section, and those rules and legal provisions. The
Sub-Adviser also agrees that records it maintains and preserves pursuant to
Rules 31a-1 and Rule 31a-2 under the 1940 Act and otherwise in connection with
its services hereunder are the property of the Trust and will be surrendered
promptly to the Trust upon its request. And the Sub-Adviser further agrees
that it will furnish to regulatory authorities having the requisite authority
any information or reports in connection with its services hereunder which may
be requested in order to determine whether the operations of the Fund are
being conducted in accordance with applicable laws and regulations.
6. Standard of Care and Limitation of Liability. The Sub-Adviser shall
exercise its best judgment in rendering the services provided by it under this
Agreement. The Sub-Adviser shall not be liable to the Adviser, the Trust, the
Fund or to any holder of the Fund's shares, for any error of judgment or
mistake of law or for any loss suffered by the Fund or the holders of the
Fund's shares in connection with the matters to which this Agreement relates,
provided that nothing in this Agreement shall be deemed to protect or purport
to protect the Sub-Adviser against any liability to the Adviser, the Trust,
the Fund or to holders of the Fund's shares to which the Sub-Adviser would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or by reason of the
Sub-Adviser's reckless disregard of its obligations and duties under this
Agreement. As used in this Section 6, the term "Sub-Adviser" shall include any
officers, directors, employees or other affiliates of the Sub-Adviser
performing services with respect to the Fund.
7. Services Not Exclusive. It is understood that the services of the Sub-
Adviser are not exclusive, and that nothing in this Agreement shall prevent
the Sub-Adviser from providing similar services to other investment companies
or to other series of investment companies, including the Trust (whether or
not their investment objectives and policies are similar to those of the Fund)
or from engaging in other activities, provided such other services and
activities do not, during the term of this Agreement, interfere in a material
manner with the Sub-Adviser's ability to meet its obligations to the Fund
hereunder. When the Sub-Adviser recommends the purchase or sale of a security
for other investment companies and other clients, and at the same time the
Sub-Adviser recommends the purchase or sale of the same security for the Fund,
it is understood that in light of its fiduciary duty to the Fund, such
transactions will be executed on a basis that is fair and equitable to the
Fund. In connection with purchases or sales of portfolio securities for the
account of the Fund, neither the Sub-Adviser nor any of its directors or
officers (or persons acting in similar capacities) or employees shall act as a
principal or agent or receive any commission. If the Sub-Adviser provides any
advice to its clients concerning the shares of the Fund, the Sub-Adviser shall
act solely as investment counsel for such clients and not in any way on behalf
of the Trust or the Fund.
8. Duration and Termination. This Agreement shall continue until ,
2002, and thereafter shall continue automatically for successive annual
periods, provided such continuance is specifically approved at
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<PAGE>
least annually by (i) the Trustees or (ii) a vote of a "majority of the Fund's
outstanding voting securities" (as defined in the 1940 Act), provided that in
either event the continuance is also approved by a majority of the Trustees
who are not parties to this Agreement or "interested persons" (as defined in
the 1940 Act) of any party to this Agreement, by vote cast in person at a
meeting called for the purpose of voting on such approval. Notwithstanding the
foregoing, this Agreement may be terminated: (a) at any time without penalty
by the Adviser or by the Fund upon the vote of a majority of the Trustees or
by vote of the majority of the Fund's outstanding voting securities, upon
sixty (60) days' written notice to the adviser or (b) by the Sub-Adviser at
any time without penalty, upon sixty (60) days' written notice to the Trust.
This Agreement will also terminate automatically in the event of its
assignment (as defined in the 1940 Act).
9. Amendments. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed
by the party against which enforcement of the change, waiver, discharge or
termination is sought, and no amendment of this Agreement shall be effective
until approved by an affirmative vote of (i) a majority of the outstanding
voting securities of the Fund, and (ii) a majority of the Trustees, including
a majority of Trustees who are not interested persons of any party to this
Agreement, cast in person at a meeting called for the purpose of voting on
such approval, if such approval is required by applicable law.
10. Proxies. Unless the Trust or the Adviser gives written instructions to
the contrary, the Sub-Adviser shall vote all proxies solicited by or with
respect to the issuers of securities in which assets of the Fund may be
invested. The Sub-Adviser shall use its best good faith judgment to vote such
proxies in a manner which best serves the interests of the Fund's
shareholders.
11. Name Reservation. The Sub-Adviser acknowledges and agrees that the
Adviser has property rights relating to the use of the terms "Willamette,"
"Willamette Family of Funds," "Willamette Value Fund," "Willamette Small Cap
Growth Fund," "Willamette Technology Fund" and "Willamette Pharmaceutical and
Bio-Technology Fund" ("Willamette Names") and has permitted the use of the
Willamette Names by the Trust and its series. The Sub-Adviser agrees that,
unless otherwise authorized by the Adviser: (i) it will use the term
"Willamette" only as a component of the name of the Fund and for no other
purposes; (ii) it will not purport to grant to any third party any rights in
any Willamette Name; and (iii) the Adviser may use or grant to others the
right to use a Willamette Name, or any abbreviation thereof, as all or a
portion of a corporate or business name or for any commercial purpose,
including a grant of such right to any other investment company. Upon
termination of this Agreement, the Sub-Adviser shall, at the request of the
Adviser, cease to use all Willamette Names in any of its materials or in any
manner except with the consent of the Adviser, which shall not be unreasonably
withheld. In the event of any such request by the Adviser that use by the Sub-
Adviser of a Willamette Name shall cease and in the absence of any such
consent, the Sub-Adviser shall cause its officers, directors and employees to
take any and all such actions which the Adviser may reasonably request to
effect such request.
12. Miscellaneous.
(a) This Agreement shall be governed by the laws of the State of New York,
provided that nothing herein shall be construed in a manner inconsistent with
the 1940 Act, or rules or orders of the SEC thereunder.
(b) The captions of this Agreement are included for convenience only and in
no way define or limit any of the provisions hereof or otherwise affect their
construction or effect.
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(c) If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected hereby and, to this extent, the provisions of this
Agreement shall be deemed to be severable.
(d) Nothing herein shall be construed as constituting the Sub-Adviser as an
agent of the Adviser, the Trust or the Fund.
(e) The names "The Coventry Group" and "Trustees of the Coventry Group"
refer respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under an Agreement and
Declaration of Trust dated as of January 8, 1992 to which reference is hereby
made and a copy of which is on file at the office of the Secretary of State of
the Commonwealth of Massachusetts and elsewhere as required by law, and to any
and all amendments thereto so filed or hereafter filed. The obligations of
"The Coventry Group" entered into in the name or on behalf thereof, or in the
name or on behalf of any series or class of shares of the Trust, by any of the
Trustees, representatives or agents are made not individually, but in such
capacities, and are not binding upon any of the Trustees, shareholders or
representatives of the Trust personally, but bind only the assets of the
Trust, and all persons dealing with any series or class of shares of the Trust
must look solely to the assets of the Trust belonging to such series or class
for the enforcement of any claims against the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of , 2000.
THE COVENTRY GROUP
By: _________________________________
President
WILLAMETTE ASSET MANAGERS, Inc.
By: _________________________________
President
THE BANK OF NEW YORK
By: _________________________________
Title:
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<PAGE>
PROXY
WILLAMETTE VALUE FUND
SPECIAL MEETING OF SHAREHOLDERS
May 9, 2000
The undersigned hereby appoints R. Jeffrey Young, Jennifer J. Brooks and
Sue A. Walters, or any one of them, his attorney and proxy with full power of
substitution to vote and act with respect to all shares of Willamette Value Fund
("Fund") held by the undersigned at the Special Meeting of Shareholders of the
Fund to be held at 11:00 a.m., Eastern Time, on May 9, 2000, at the offices of
BISYS Fund Services, 3435 Stelzer Road, Columbus, Ohio 43219 and at any
adjournment thereof ("Meeting"), and instructs each of them to vote as indicated
on the matters referred to in the Proxy Statement for the Meeting, receipt of
which is hereby acknowledged, with discretionary power to vote upon such other
business as may properly come before the Meeting.
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE FUND. The Board of
Trustees recommends that you vote FOR the following proposals:
I.I. Approval of an amended Investment Advisory Agreement for the Fund.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
II. Approval of a new Sub-Investment Advisory Agreement for the Fund.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
This proxy will be voted as specified. IF NO SPECIFICATION IS MADE FOR A
PROPOSAL, THIS PROXY WILL BE VOTED FOR THAT PROPOSAL.
---
Receipt of the Notice of Special Meeting and Proxy Statement is hereby
acknowledged.
Dated _________________________, 2000
______________________________________________
<PAGE>
Name of Shareholder(s) -- Please print or type
______________________________________________
Signature(s) of Shareholder(s)
______________________________________________
Signature(s) of Shareholder(s)
This proxy must be signed by the beneficial owner of Fund shares. If signing as
attorney, executor, guardian or in some representative capacity or as an officer
of a corporation, please add title as such.
PLEASE VOTE, SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
