As filed with the Securities and Exchange Commission on June 5, 2000
Registration No. 33-44964
Investment Company Act File No. 811-6526
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-------------------------------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
Pre-Effective Amendment No. __ / /
Post-Effective Amendment No. 69 / X /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / X /
AMENDMENT NO. 71 / X /
(Check appropriate box or boxes)
THE COVENTRY GROUP
(Exact Name of Registrant as Specified in Charter)
3435 Stelzer Road, Columbus, Ohio 43219
(Address of Principal Executive Office)
Registrant's Telephone Number: (614) 470-8000
-------------------------------------
Patrick W.D. Turley, Esq.
Dechert Price & Rhoads
1775 Eye Street, NW
Washington, DC 20006
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(Name and Address of Agent for Services)
Copies to:
Walter B. Grimm
BISYS Fund Services
3435 Stelzer Road
Columbus, Ohio 43219
It is proposed that this filing will become effective
on June 5, 2000 pursuant to paragraph (b) of Rule 485.
<PAGE>
WILLAMETTE VALUE FUND
(a series of The Coventry Group)
CONTENTS OF REGISTRATION STATEMENT
This registration statement consists of the following papers and documents:
o Cover page
o Contents of Registration Statement
o Introduction
o Supplement to the July 31, 1999 Prospectus of Willamette Value Fund and
Supplement to the March 1, 2000 Statement of Additional Information for
the Willamette Funds
o Part C - Other Information and Signature Page
o Exhibits
Introduction
This amendment, filed pursuant to Rule 485(a) under the Securities Act of 1933,
is filed in order to add disclosure about a new sub-advisory arrangement for
Willamette Value Fund ("Fund") and new investment policies for the Fund. This
amendment incorporates by reference the Fund's Prospectus dated July 31, 1999
and the Statement of Additional Information dated March 1, 2000.
Except to the extent that the Prospectus and Statement of Additional Information
are modified by the supplements included with this amendment, no changes are
being made or are viewed as being made by this amendment.
WILLAMETTE VALUE FUND
(a series of The Coventry Group)
Supplement dated June 5, 2000 to
Prospectus dated July 31, 1999
At a May 9, 2000 meeting, the Fund's shareholders approved an amendment to the
Fund's investment advisory contract permitting Willamette Asset Managers, Inc.
("Adviser") to appoint a sub-adviser at no additional cost to the Fund. At that
meeting, shareholders also approved a sub-investment advisory agreement with The
Bank of New York ("Sub-Adviser"). As described in the proxy statement sent to
shareholders for that meeting, it was intended that certain changes to the
Fund's investment policies would be implemented upon appointment of the
Sub-Adviser. The prospectus for Willamette Value Fund ("Fund"), dated July 31,
1999, is amended as follows to reflect these management and policy changes,
which are effective as of June 5, 2000
1. The sections of the "Risk/Return Summary and Fund Expenses" headed
"Principal Investment Strategies" and "Fund Performance" are amended to
read as follows:
Principal Investment Strategies
The Fund follows a "value" investment strategy that employs two portfolio
components. The first component, consisting of about one-half of the
Fund's total assets, is normally allocated by the Sub-Adviser to the ten
highest dividend-yielding stocks in the Dow Jones Industrial Average
("DJIA"). With the second component, also consisting of about one half of
the Fund's assets, the Sub-Adviser pursues a value strategy through active
management. Thus, under normal market conditions, the Sub-Adviser will
invest this second component 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.
These two components are rebalanced annually.
. Fund Performance
The bar chart and table provide an indication of the risks of an
investment in the Fund by showing its performance for its first complete
calendar year and as compared to a broad-based securities index. Past
performance does not indicate how the Fund will perform in the future.
Note in particular, that the performance reflected is that of the Adviser.
Effective June 5, 2000 the Fund's portfolio will be managed by the
Sub-Adviser.
Total return for the calendar year ended December 31, 1999.
[Insert one-year bar chart showing total return for calendar year ended December
31, 1999 of 4.78%.]
*For the period January 1, 2000 through March 31, 2000, the aggregate (non-
annualized) total return of the Fund was -4.36%.
Best Quarter: 11.75% 2nd Quarter
Worst Quarter: -6.28% 3rd Quarter
Total Return for the Calendar Year Ended 12/31/99:
1999 Since Inception**(5/26/98)
--------- -------------------------
Willamette Value Fund: 0.07% -0.02%
Dow Jones 65 Composite Average* 11.97% 8.51%
_______________
* Dow Jones 65 Composite Average - a price-weighted average consisting of the
65 stocks that make up the Dow Jones Industrial Average, the Dow Jones
Transportation Average, and the Dow Jones Utility Average.
** "Since Inception" data for the Fund is for the period 5/26/98 to 12/31/99,
and for the Index is for the period 6/1/98 to 12/31/99.
2. The section headed "Policies and Strategies" is amended to read as
follows:
The Fund follows a "value" investment strategy that employs two portfolio
components. The first component, consisting of about one-half of the
Fund's total assets, is normally allocated by the Sub-Adviser to the ten
highest dividend-yielding stocks in the Dow Jones Industrial Average
("DJIA"). With the second component, also consisting of about one-half the
Fund's assets, the Sub-Adviser pursues a value strategy through active
management. Thus, under normal market conditions, the Sub-Adviser will
invest this second component 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 Sub-Adviser is subject to certain limitations with respect to
investment of each component because the Fund has elected to be a
"diversified investment company." A diversified investment company is
restricted in the amount it can invest in securities of a single issuer.
Additionally, the assets allocated to the above components will be reduced
to the extent needed to maintain some portion of the Fund's total assets
in cash or cash equivalents to satisfy redemption requests, to pay Fund
expenses and for other contingencies. However, under normal market
conditions, at least 65% (and generally more substantial portions) of the
Fund's assets will be invested in accordance with the above two components
of its value strategy. The Fund's portfolio will be rebalanced annually so
that approximately one-half the Fund's assets, subject to the foregoing
limitations, will be allocated to each component. In the event of
bankruptcy, pending bankruptcy, a dividend cut, or other significant event
affecting a security in the DJIA component of the Fund's portfolio, the
Sub-Adviser may, but is not required to, replace the security with the
next highest dividend-yielding stock in the DJIA. Under abnormal market
conditions, the Fund may invest without limit in money market instruments
and debt securities rated A or better by Moody's Investors Service, Inc.
("Moody's") or Standard and Poor's Corporation ("S&P"), or deemed by the
Sub-Adviser to be of comparable quality, including debt instruments of
certain non-U.S. banks and other non-U.S. issuers. If an instrument falls
below this quality, the Fund will sell the instrument unless the
Sub-Adviser determines that a sale is not in the Fund's best interest.
The Fund invests primarily in stock of U.S. issuers but it may also invest
in stock of foreign issuers in the form of sponsored or unsponsored
depositary receipts. The Fund may additionally invest in put and call
options, futures contracts and options on futures contracts, and in
restricted or illiquid securities. It may also lend its portfolio
securities and may invest in securities of other investment companies,
which would result in some duplication of expenses for Fund shareholders.
3. The section entitled "The Investment Adviser" is amended to read as
follows:
The Investment Adviser and The Sub-Adviser
Willamette Asset Managers, Inc., 220 NW 2nd Avenue, Suite 950, Portland,
Oregon 97209, is the investment adviser for the Fund. The Adviser is an
affiliate of two registered broker-dealers -- Phillips & Company
Securities Inc. and Willamette Securities, Inc. The Adviser is responsible
for general management of the Fund. The Fund pays fees to the Adviser at
an annual rate of 1.00% of the Fund's average daily net assets. The
Adviser pays fees of the Sub-Adviser out of its fees from the Fund, at no
additional cost to the Fund.
The Bank of New York, One Wall Street, New York, New York 10286, provides
portfolio management services to the Fund, as Sub-Adviser. The
Sub-Adviser, founded by Alexander Hamilton in 1784, is one of the largest
U.S. commercial banks, with assets over $74.8 billion as of December 31,
1999. As of that date, the Sub-Adviser provided administrative or advisory
services for approximately $60 billion in assets.
Portfolio managers for the DJIA portion of the Fund's portfolio are Kurt
Zyla and Tracy Hemmi. Charles Foley and Henry Wilmerding are portfolio
managers for the actively managed portion of the Fund's portfolio.
Mr. Zyla is responsible for all aspects of the Sub-Adviser's passive
investment management group. His additional responsibilities include
equity derivative product strategy, analysis and trading for the
Sub-Adviser's Investment and Trust sectors. Prior to joining the
Sub-Adviser in 1989, he worked in the Specialty Chemicals division of
Engelhard Corporation, in the areas of technical sales and product
management. Mr. Zyla has a B.S. in chemical engineering from New Jersey
Institute of Technology and an MBA from New York University's Stern School
of Business.
Ms. Hemmi joined the Sub-Adviser's Index Fund Management department in
July 1999. She is responsible for the day-to-day management and trading of
equity index portfolios for the Sub-Adviser's Investment and Trust
sectors. Prior to joining the Sub-Adviser, she worked as the index
portfolio manager at Key Asset Management, and as a financial analyst and
funds management trader for KeyCorp. Ms. Hemmi holds a B.A. in Economics
from the University of Rochester and an M.B.A. from Case Western Reserve
University's Weatherhead School of Management.
Mr. Foley has been a Senior Vice President of the Sub-Adviser since June
1, 2000, and is President and Portfolio Manager of its subsidiary,
Estabrook Capital Management LLC, with which he has been associated since
1970. From 1966 to 1970, he was with Brown Brothers Harriman & Co. in
their Investment and Bond Department. Mr. Foley holds a B.A. from
Manhattan College and an M.B.A. from Columbia University Graduate School
of Business. He holds a Chartered Financial Analyst designation and is a
member of the New York Society of Security Analysts.
Mr. Wilmerding has been a Vice President of the Sub-Adviser since June 1,
2000 and is currently a Director and Portfolio Manager of the
Sub-Adviser's subsidiary, Estabrook Capital Management, which he joined in
1995. Mr. Wilmerding began his career in 1992 in the Investment Advisory
Department of Brown Brothers Harriman & Co. He holds a B.A. from Colby
College and an M.B.A. from Columbia University Graduate School of
Business.
4. The following information replaces the table in the section entitled
"Financial Highlights."
WILLAMETTE FAMILY OF FUNDS
WILLAMETTE VALUE FUND
Selected data for a share of beneficial interest outstanding throughout the
period indicated:
Financial Highlights
Year Ended Period Ended
March 31, March 31,
2000 1999 (a)
---------- ------------
Net Asset Value, Beginning of Period $10.11 $10.00
====== ======
Investment Activities
Net investment income 0.01 -
Net realized and unrealized gain (loss) on (0.10) 0.11
investments ------- ------
Total from investment activities (0.09) 0.11
======= ======
Distributions
Net investment income - ** -
In excess of net investment income (0.01) -
Net realized gains (0.36) -
------- ------
Total Distributions (0.37) -
------- ------
Net Asset Value, End of Period $ 9.65 $10.11
======= ======
Total return (excludes sales charge) (0.98)% 1.11%(b)
Ratios/Supplementary Data:
Net Assets, end of period (000) $15,872 $14,965
Ratio of net expenses to average net assets 2.75% 2.90%(c)
Ratio of net investment income to average net 0.03% 0.02%(c)
assets
Ratio of gross expenses to average net assets* 3.02% 3.20%(c)
Portfolio turnover 79.63% 0.39%
---------------
* During the period, certain fees were voluntarily reimbursed. If such
voluntary fee reimbursements had not occurred, the ratio would have been as
indicated.
** Amount is less than $0.005
(a) For the period from May 26, 1998 (commencement of
operations) to March 31, 1999
(b) Not annualized.
(c) Annualized.
* * * * *
Investors should retain this Supplement for future reference.
<PAGE>
WILLAMETTE VALUE FUND
WILLAMETTE SMALL CAP GROWTH FUND
WILLAMETTE GLOBAL HEALTH SCIENCES FUND
WILLAMETTE TECHNOLOGY FUND
Supplement dated June 5, 2000 to
Statement of Additional Information dated March 1, 2000
1. The Section entitled "Investment Adviser and Sub-Advisers" is amended to
read as follows:
Investment Adviser and Sub-Advisers
Willamette Asset Managers, Inc., 220 NW 2nd Avenue, Suite 950, Portland,
Oregon 97209, acts as investment adviser to the Funds pursuant to
Investment Advisory Agreements dated June 5, 2000 for Willamette Value Fund
(Value Fund), April 1, 1999 for Willamette Small Cap Growth Fund (Growth
Fund), as of June 12, 2000 for Willamette Global Health Sciences Fund
(Health Sciences Fund) and February 17, 2000 for Willamette Technology Fund
(Technology Fund). Each Fund pays the Adviser fees for its services under
these agreements. The fees, which are computed daily and paid monthly, are
at the following annual rates for each Fund, calculated as a percentage of
the particular Fund's average daily net assets: Value Fund, 1.00%; Growth
Fund, 1.20%; Health Sciences Fund, 1.20%; and Technology Fund, 1.20%. The
Adviser may periodically waive all or a portion of its advisory fee to
increase the net income of a Fund available for distribution as dividends
or to limit a Fund's total operating expenses.
For each of the Funds, the Adviser has retained a Sub-Adviser to provide
portfolio management services. The Adviser pays the fees of each
Sub-Adviser, at no additional cost to a Fund.
Investment advisory fees earned by the Adviser for services to Value Fund
for the fiscal years ended March 31, 1999 and March 31, 2000 totalled
$90,925.33 and $174,029, respectively, and the Adviser waived advisory fees
in the amount of $27,500 and $47,091, respectively, for those years. For
its services to Growth Fund, which commenced operations on April 1, 1999,
the Adviser earned fees of $259,469 during the fiscal year ended March 31,
2000 and the Adviser waived fees in the amount of $23,161 for that period.
For its services to Technology Fund, which commenced operations on March 1,
2000, the Adviser earned fees of $33,800 for the fiscal year ended March
31, 2000 and waived fees totalling $5,633. The Adviser earned no fees from
Health Sciences Fund as of March 31, 2000, since that Fund had not
commenced operations as of that date.
Unless sooner terminated, each Advisory Agreement will continue in effect
until June 5, 2002, (Value Fund), March 31, 2001 (Growth Fund), February
17, 2002 (Technology Fund), and June 12, 2002 (Health Sciences Fund),
respectively, and from year to year thereafter, if such continuance is
approved at least annually by the Group's Board of Trustees or by vote of a
majority of the outstanding Shares of the applicable Fund (as defined under
"Investment Restrictions," above), and a majority of the Trustees who are
not parties to the Advisory Agreement or interested persons (as defined in
the 1940 Act) of any party to the Advisory Agreement by votes cast in
person at a meeting called for such purpose. Each Advisory Agreement is
terminable at any time on 60 days' written notice without penalty by the
Trustees, by vote of a majority of the outstanding Shares of the particular
Fund, or by the Adviser. Each Advisory Agreement also terminates
automatically in the event of any assignment, as defined in the 1940 Act.
Each Advisory Agreement provides that the Adviser shall not be liable for
any error of judgment or mistake of law or for any loss suffered by the
applicable Fund in connection with the performance of the Advisory
Agreement, except a loss resulting from a breach of fiduciary duty with
respect to the receipt of compensation for services or a loss resulting
from willful misfeasance, bad faith, or gross negligence on the part of the
Adviser in the performance of its duties, or from reckless disregard by the
Adviser of its duties and obligations thereunder.
The Bank of New York (BONY), One Wall Street, New York, New York 10286,
provides portfolio management services, as Sub-Adviser, to Value Fund and
Growth Fund pursuant to Sub-Investment Advisory Agreements with the Group
and the Adviser, dated as of June 5, 2000 (Value Fund) and April 1, 1999
(Growth Fund). For its services to Value Fund, the Adviser pays BONY a fee,
calculated daily and paid monthly, at an annual rate equal to the following
amounts based on Value Fund's average daily net assets: (a) for that
portion of Value Fund's portfolio, generally about 50% of Value 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 Value 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 Value Fund's portfolio; (b) for that portion of Value
Fund's portfolio, generally about 50% of Value Fund's assets, that is
actively managed, the annual fee rate is equal to 0.45%, with a minimum
annual fee of $10,000 for this portion of Value Fund's portfolio. BONY
commenced its services as Sub-Adviser as of June 5, 2000, so BONY received
no Sub-Advisory fees from Value Fund during the fiscal year ended March 31,
2000. For its services to Growth Fund, which commenced operations on April
1, 1999, the Adviser pays BONY a fee computed daily and paid monthly at an
annual rate calculated as a percentage of Growth Fund's average daily net
assets, of 0.45%. For the fiscal year ended March 31, 2000, BONY received
fees of $106,338.75 for its services to Growth Fund.
U.S. Bank National Association (U.S. Bank), 601 Second Avenue South,
Minneapolis, Minnesota 55480, serves as Sub-Adviser to Technology Fund
pursuant to a Sub-Investment Advisory Agreement dated as of February 17,
2000. For its services to Technology Fund, the Adviser pays U.S. Bank a fee
computed daily and paid monthly at an annual rate of 0.50% calculated as a
percentage of the Fund's average daily net assets. Subsequent to such first
year, the rate of fees payable by the Adviser to U.S. Bank with respect to
Technology Fund is 0.50%. For its services to Technology Fund, which
commenced operations on March 1, 2000, U.S. Bank received fees totalling
$11,736.02 for the fiscal year ended March 31, 2000.
Effective June 12, 2000, Credit Suisse Asset Management, LLC (Credit
Suiisse), One Citicorp Center, 153 East 53rd Street, New York, NY 10022,
acts as Sub-Adviser to Health Sciences Fund, pursuant to a Sub-Investment
Advisory Agreement dated June 12, 2000. Credit Suisse also acts as
investment adviser to Warburg Pincus Family of Funds. Credit Suisse is a
member of Credit Suisse Asset Management (CSAM), the institutional asset
management and mutual fund arm of Credit Suisse Group, one of the world's
leading banks. The CSAM companies manage more than $58 billion in the U.S.
and $86 billion globally. They have offices in 14 countries, including
SEC-registered offices in New York and London. CSAM's other offices,
including those in Budapest, Frankfurt, Milan, Moscow, Paris, Prague,
Sydney, Tokyo, Warsaw and Zurich, are not SEC-registered. For its services
to Health Sciences Fund, the Adviser pays Credit Suisse a fee at an
assessed rate, calculated as a percentage of Health Sciences Fund's
average daily net assets, of 0.55%.
Each Sub-Investment Advisory Agreement will continue in effect, unless
sooner terminated, for two years from its effective date, and has
provisions for continuation and termination similar to those of the
Investment Advisory Agreements. Each Sub-Investment Advisory Agreement may
also be terminated by the Adviser.
The Value Fund Advisory Agreement and Sub-Investment Advisory Agreement
were approved by both the Trustees and the Independent Trustees at a
meeting held February 17, 2000 and by Value Fund shareholders at a meeting
held May 9, 2000. The Growth Fund Advisory Agreement and Sub-Investment
Advisory Agreement were so approved at a meeting held November 13, 1998.
The Advisory Agreement and Sub-Investment Advisory Agreement for Technology
Fund were so approved at a meeting held February 17, 2000. The Advisory
Agreement for Health Sciences Fund was so approved at a meeting held
February 17, 2000 and the Sub-Investment Advisory Agreement for Health
Sciences Fund was so approved at a meeting held May 18, 2000.
2. The following paragraph is added after the foregoing sections:
Code of Ethics
The Coventry Group, the Adviser, each Sub-Adviser and the Distributor have
each adopted a Code of Ethics, pursuant to Rule 17j-1 under the Investment
Company Act of 1940, applicable to securities trading activities of its
personnel. Each Code permits covered personnel to trade in securities in
which a Fund may invest, subject to certain restrictions and reporting
requirements.
3. The following paragraph relaces the second paragraph under "Miscellaneous":
The audited Financial Statements of the Funds (except Health Sciences
Fund) appearing in the Annual Report to Shareholders for the period ended
March 31, 2000 are incorporated herein by reference.
* * * * *
Investors should retain this supplement for future reference.
<PAGE>
PART C
-----------
OTHER INFORMATION
-----------------
ITEM 23. EXHIBITS
------- --------
(a)(1) Declaration of Trust(1)
(a)(2) Establishment and Designation of Series of Shares(3)
(b) By-Laws(2)
(c) Certificates for Shares are not issued. Articles
IV, V, VI and VII of the Declaration of Trust,
previously filed as Exhibit (a) hereto, define
rights of holders of Shares
(d)(1) Investment Advisory Agreement between Registrant
and Willamette Asset Managers, Inc.(5)
(d)(2) Investment Advisory Agreement between Registrant
and Willamette Asset Managers, Inc.(3)
(d)(3) Investment Advisory Agreement between Registrant
and Willamette Asset Managers, Inc.(4)
(d)(4) Investment Advisory Agreement between Registrant
and Willamette Asset Managers, Inc.(4)
(d)(5) Sub-Investment Advisory Agreement among Registrant,
Willamette Asset Managers, Inc. and Bank of New York.(3)
(d)(6) Sub-Investment Advisory Agreement among Registrant,
Willamette Asset Managers, Inc. and First American Asset
Management.(4)
(d)(7) Sub-Investment Advisory Agreement among Registrant,
Willamette Asset Managers, Inc. and First American Asset
Management.(4)
(d)(8) Sub-Investment Advisory Agreement among Registrant,
Willamette Asset Managers, Inc. and The Bank of
New York.(5)
(e) Distribution Agreement between Registrant and BISYS Fund
Services LP(2)
(f) Not Applicable
(g) Custody Agreement between Registrant and Union Bank of
California(2)
(h)(1) Administration Agreement between the Registrant
and BISYS Fund Services Ohio, Inc.(2)
(h)(2) Fund Accounting Agreement between the Registrant
and BISYS Fund Services Ohio, Inc.(2)
<PAGE>
(h)(3) Transfer Agency Agreement between the Registrant and
BISYS Fund Services, Inc.(2)
(i) Legal opinion(5)
(j) Consent of Ernst & Young LLP
(k) Not Applicable
(l) Not Applicable
(m) Amended Service and Distribution Plan(3)
(n) Not Applicable
(o) Not Applicable
(p)(1) Code of Ethics of Registrant(5)
(p)(2) Code of Ethics of Willamette Asset Managers, Inc.(5)
(p)(3) Code of Ethics of BISYS Fund Services(5)
(p)(4) Code of Ethics of The Bank of New York
(p)(5) Code of Ethics of U.S. Bank National Association(5)
(p)(6) Code of Ethics of Credit Suisse Asset Management, LLC
------------------
1. Filed with initial Registration Statement on January 8, 1992.
2. Incorporated by reference to Post-Effective Amendment No. 33 to Registrant's
Registration Statement (File No. 33-44964) filed electronically with the
Securities and Exchange Commission on March 13, 1998.
3. Incorporated by reference to Post-Effective Amendment No. 43 to Registrant's
Registration Statement (File No. 33-44964) filed electronically with the
Securities and Exchange Commission on December 17, 1998.
4. Incorporated by reference to Post-Effective Amendment No. 66 to Registrant's
Registration Statement (File No. 33-44964) filed electronically with the
Securities and Exchange Commission on March 1, 2000.
5. Incorporated by reference to Post-Effective Amendment No. 67 to Registrant's
Registration Statement (File NO. 33-44964) filed electronically with the
Securities and Exchange Commission on April 14, 2000.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
------- -------------------------------------------------------------
Not applicable.
ITEM 25. INDEMNIFICATION
------- ---------------
Article IV of the Registrant's Declaration of Trust states as
follows:
SECTION 4.3. MANDATORY INDEMNIFICATION.
(a) Subject to the exceptions and limitations
contained in paragraph (b)below:
(i) every person who is, or has been, a
Trustee or officer of the Trust shall be
indemnified by the Trust to the fullest
extent permitted by law against all
liability and against all expenses
reasonably incurred or paid by him
in connection with any claim, action,
suit or proceeding in which he becomes
involved as a party or otherwise by virtue
of his being or having been a Trustee or
officer and against amounts paid or incurred
<PAGE>
by him in the settlement thereof; and (ii)
the words "claim," "action," "suit," or
"proceeding" shall apply to all claims,
actions, suits or proceedings (civil,
criminal, administrative or other, including
appeals), actual or threatened; and the
words "liability" and "expenses" shall
include, without limitation, attorneys
fees, costs, judgments, amounts paid in
settlement, fines, penalties and other
liabilities.
(b) No indemnification shall be
provided hereunder to a Trustee or
officer:
(i) against any liability to the
Trust, a Series thereof, or the
Shareholders by reason of a final
adjudication by a court or other
body before which a proceeding was
brought that he engaged in willful
misfeasance, bad faith, gross
negligence or reckless disregard of
the duties involved in the conduct
of his office;
(ii) with respect to any matter as
to which he shall have been finally
adjudicated not to have acted in
good faith in the reasonable belief
that his action was in the best
interest of the Trust; or
(iii) in the event of a settlement
or other disposition not involving
a final adjudication as provided in
paragraph (b)(i) or (b)(ii)
resulting in a payment by a Trustee
or officer, unless there has been a
determination that such Trustee or
officer did not engage in willful
misfeasance, bad faith, gross
negligence or reckless disregard of
the duties involved in the conduct
of his office:
(A) by the court or other body
approving the settlement or
other disposition; or
(B) based upon a review of
readily available facts (as
opposed to a full trial-type
inquiry) by (1) vote of a
majority of the disinterested
Trustees acting on the matter
(provided that a majority of
the Disinterested Trustees
<PAGE>
then in office acts on the
matter) or (2) written opinion
of independent legal counsel.
(C) The rights of indemnification herein
provided may be insured against by
policies maintained by the Trust, shall
be severable, shall not affect any other
rights to which any Trustee or officer
may now or hereafter be entitled, shall
continue as to a person who has ceased
to be such Trustee or officer and shall
inure to the benefit of the heirs,
executors, administrators and assigns of
such person. Nothing contained herein
shall affect any rights to
indemnification to which personnel of
the Trust other than Trustees and
officers may be entitled by contract or
otherwise under law.
(D) Expenses of preparation and presentation
of a defense to any claim, action, suit
or proceeding of the character described
in paragraph (a) of this Section 4.3 may
be advanced by the Trust prior to final
disposition thereof upon receipt of an
undertaking by or on behalf of the
recipient to repay such amount if it is
ultimately determined that he is not
entitled to indemnification under this
Section 4.3, provided that either:
(i) such undertaking is secured by a
surety bond or some other appropriate
security provided by the recipient, or
the Trust shall be insured against
losses arising out of any such advances;
or
(ii) a majority of the Disinterested
Trustees acting on the matter (provided
that a majority of the Disinterested
Trustees acts on the matter) or an
independent legal counsel in a written
opinion shall determine, based upon a
review of readily available facts (as
opposed to a full trial-type inquiry),
that there is reason to believe that the
recipient ultimately will be found
entitled to indemnification
<PAGE>
As used in this Section 4.3, a "Disinterested Trustee" is one who is not (i) an
Interested Person of the Trust (including anyone who has been exempted from
being an Interested Person by any rule, regulation or order of the Commission),
or (ii) involved in the claim, action, suit or proceeding.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers and
controlling persons of the Registrant by the Registrant pursuant to
the Declaration of Trust or otherwise, the Registrant is aware that in
the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act, and
therefore, is unenforceable. In the event that a claim for
indemnification against such liabilities controlling persons of the
Registrant in connection with the successful defense of any act, suit
or proceeding) is asserted by such trustees, officers or controlling
persons in connection with the shares being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by
the final adjudication of such issues.
ITEM 26. Business and Other Connections of Investment Adviser and its
Officers and Directors
------- -------------------------------------------------------------
Name & Address Position with WAM Principal Occupation for past 5 yrs.
-------------- ----------------- ------------------------------------
James T. Smith COO Compliance Officer (1995)
220 NW 2nd #950 and CFO(1997) for Phillips
Portland, OR 97209 & Co. Securities, Inc. and COO
(1999) for Willamette Securities,
Inc. Joined Phillips & Co. in
October 1994 and Willamette
Securities, Inc. in January 1999.
Supervisor of payroll & billing
services for Interim Services, Inc.,
October 1992 to September 1994.
S. Christopher Clark Director/Owner Executive VP(1993) and
220 NW 2nd #950 Managing Director(1997) for
Portland, OR 97209 Phillips & Co. Securities, Inc. and
Managing Director of Willamette
Securities, Inc. (since January
1999).
Timothy C. Phillips Director/Owner CEO of Phillips & Co. Securities,
220 NW 2nd #950 CEO Inc. and of Willamette Securities,
Portland, OR 97209 Inc. since February 1992 and
January 1999, respectively.
* The business address of Phillips & Co. Securities, Inc. is 220 N.W. 2nd
#950, Portland, Oregon 97209. The business address for Willamette Securities,
Inc. is 700 N.E. Multnomah, Suite 500, Portland, Oregon 97232.
<PAGE>
Business and Other Connections of The Bank of New York
------------------------------------------------------
The Registrant's sub-investment adviser, The Bank of New York, is
a New York trust company. The Bank of New York conducts a general
banking and trust business.
To the knowledge of the Registrant, none of the directors or
officers of The Bank of New York, except those set forth below, is
engaged in any other business, profession, vocation or employment
of a substantial nature. Set forth below are the names and
principal businesses of each director of The Bank of New York who
is engaged in another business, profession, vocation or employment
of a substantial nature.
Name Title/Company
---- -------------
Richard Barth.................. Retired; Formerly Chairman and Chief
Executive Officer of Ciba-Geigy Corporation
(diversified chemical products)
Frank J. Biondi, Jr............ Chairman and Chief Executive Office of
Universal Studios (diversified entertainment
operator)
Harold E. Sells................ Retired; Formerly Chairman and Chief Executive
Office of Woolworth Corporation (retailing)
William R. Chaney.............. Chairman and Chief Executive Officer of
Tiffany & Co., (international designers,
manufacturers and distributors of jewelry and
fine goods)
Ralph E. Gomory................ President of Alfred P. Sloan Foundation, Inc.
(private foundation)
Richard J. Kogan............... President and Chief Executive Officer of
Schering-Plough Corporation (manufacturer of
pharmaceutical and consumer products)
John A. Luke, Jr............... Chairman, President and Chief Executive
Officer of Westvaco Corporation (manufacturer
of paper, packaging, and specialty chemicals)
John C. Malone................. President and Chief Executive Officer of
Tele-Communications, Inc., (cable television
multiple system operator)
Donald L. Miller............... Chief Executive Officer and Publisher of Our
World News, LLC (media)
H. Barclay Morley.............. Retired; Formerly Chairman and Chief Executive
Officer of Stauffer Chemical Company
(chemicals)
Catherine A. Rein.............. Senior Executive Vice President of
Metropolitan Life Insurance Company (insurance
and financial services)
Business of Other Connections of U.S. Bank National Association
---------------------------------------------------------------
Name Title/Company
---- -------------
John F. Grundhofer............. Chairman and Chief Executive Officer of
U.S. Bancorp
Robert L. Dryden............... President and Chief Executive Officer of
ConneXt, Inc.
Edward J. Phillips............. Chairman and Chief Executive Officer of
Phillips Beverage Company
Linda L. Ahlers................ President of Dayton's, Marshall Field's,
Hudson's
Joshua Green III............... Chairman and Chief Executive Officer of
Joshua Green Corporation
Paul A. Redmond................ Retired Chairman and Chief Executive
Officer of Avista Corp.
Harry L. Bettis................ Rancher
Delbert W. Johnson............. Vice President of Safeguard Scientifics, Inc.
Richard G. Reiten.............. President and Chief Executive Officer of
Northwest Natural Gas Company
Arthur D. Collins.............. President and Chief Operating Officer of
Medtronic, Inc.
Joel W. Johnson................ Chairman, President and Chief Executive
Officer of Hormen Foods Corporation
S. Walter Richey............... Former Chairman and Chief Executive Officer
of Meritex, Inc.
Peter H. Coors................. Vice Chairman and Chief Executive Officer of
Coors Brewing Company
Jerry W. Levin................. Chairman and Chief Executive Officer of
Sunbeam Corporation
Warren R. Staley............... President and Chief Executive Officer of
Cargill, Inc.
Business of Other Connections of Credit Suisse Asset Management, LLC (CSAM)
---------------------------------------------------------------------------
Name Title/Company
---- -------------
William W. Priest, Jr.......... Chief Executive Officer, Chairman of
Management Committee and Managing Director,
CSAM
Laurence R. Smith.............. Chief Investment Officer, Member of Management
Committee and Managing Director, CSAM
Eugene L. Posdiadlo............ Head of Retial Distribution, Member of
Management Committee and Managing Director,
CSAM
Timothy T. Taussig............. Head of Institutional Distribution, Member of
Management Committee and Managing Director,
CSAM
Elizabeth B. Dater............. Member of Management Committee and Managing
Director, CSAM
Sheila N. Scott................ Member of Management Committee and Managing
Director, CSAM
ITEM 27. PRINCIPAL UNDERWRITER
------- ---------------------
(a) BISYS Fund Services, Limited Partnership ("BISYS Fund
Services") acts as distributor for Registrant. BISYS
Fund Services also distributes the securities of Alpine
Equity Trust, American Independence Funds Trust,
American Performance Funds, AmSouth Funds, The BB&T
Mutual Funds Group, other funds of The Coventry Group,
The Eureka Funds,Fifth Third Funds, Governor Funds,
Hirtle Callaghan Trust, HSBC Funds Trust and HSBC Mutual
Funds Trust, The Infinity Mutual Funds, Inc., Magna
Funds, Mercantile Mutual Funds, Inc., Metamarkets.com,
Meyers Investment Trust, MMA Praxis Mutual Funds,
M.S.D.&T. Funds, Pacific Capital Funds, Republic Advisor
Funds Trust, Republic Funds Trust, Sefton Funds Trust,
Summit Investment Trust, USAllianz Funds, USAllianz
Funds Variable Insurance Products Trust, Variable
Insurance Funds, The Victory Portfolios, The Victory
Variable Insurance Funds, and Vintage Mutual Funds, Inc.
(b) Information about Directors and officers of BISYS Fund
Services Limited Partnership is set forth below:
Name Position with Underwriter Position with Fund
---- ------------------------- ------------------
WC Subsidiary Corporation Sole Limited Partner None
150 Clove Road
Little Falls, NJ 07424
BISYS Fund Services, Inc. Sole General Partner None
3435 Stelzer Road
Columbus, OH 43219
Other BISYS distributors
------------------------
In addition to the following officers of the BISYS related distributors listed
below, each distributor has additional officers listed to the right ( business
address for each person and distributor unless noted otherwise is 3435 Stelzer
Road, Columbus, OH 43219 and unless noted otherwise each person holds no
position with the Fund):
Lynn Mangum Director
Dennis Sheehan Director
Kevin Dell Vice President/Secretary
William Tomko Sr Vice President
Robert Tuch Assistant Secretary
*Barr Rosenberg Funds Distributor, Inc. Irimga McKay - President
Barr Rosenberg Funds Greg Maddox - Vice President(1)
BNY Hamilton Distributors, Inc. William J. Tomko - President(2)
BNY Hamilton Funds, Inc. Richard Baxt - Sr Vice President(3)
*Centura Funds Distributor, Inc. Walter B. Grimm - President
Centura Funds William J. Tomko - Sr Vice President
CFD Fund Distributors, Inc. Richard Baxt - President
Chase Funds
Concord Financial Group, Inc. Walter B. Grimm - President
ProFunds-
*Evergreen Distributor, Inc. D'Ray Moore - President
Evergreen Funds
*Performance Funds Distributor, Inc. Walter B. Grimm - President(4)
Performance Funds William J. Tomko - Sr Vice President
The One Group Services Company Mark Redman - President(5)
The One Group of Funds William Tomko - Sr Vice President(2)
Vista Funds Distributors, Inc. Richard Baxt - President
Chase Vista Funds Lee Schultheis - Sr Vice President
William J. Tomko - Sr Vice President
Kent Funds Distributors, Inc.
Mentor Distributors, LLC D'Ray Moore, President
*IBJ Funds Distributor, Inc. Walter B. Grimm, SVP
* address is 90 Park Avenue, NY, NY
(1 Serves as Assistant Treasurer to Centura Funds
(2) Serves as President to BNY Hamilton Funds and Treasurer to One Group of
Funds
(3) Serves as Vice President to BNY Hamilton Funds
(4) Serves as President of Performance Funds
(5) Serves as President to One Group of Funds
Non-BISYS Distributors
----------------------
(see Part C of post-effective amendments for indicated funds for directors and
officers of distributors listed below.)
Glickenhaus & Company
The Empire Builder Tax-Free Bond Fund
Integrity Investments
Valiant Funds
Shay Financial Services, Inc.
MSB Fund. Inc.
Asset Management Fund, Inc.
Institutional Investors Capital Appreciation Fund, Inc.
(c) Not Applicable.
ITEM 28. Location of Accounts and Records
-------- --------------------------------
The accounts, books, and other documents required to be maintained
by Registrant pursuant to Section 31(a) of the Investment Company
Act of 1940 and rules promulgated thereunder are in the possession
of Willamette Asset Managers, Inc. 220 NW 2nd Avenue, Suite 950,
Portland, Oregon 97209, (records relating to its function as
Adviser); The Bank of New York, One Wall Street, New York, New
York 10286 (records relating to its functions as Sub-Adviser to
Value Fund and Growth Fund); U.S. Bank National Association, 601
Second Avenue South, Minneapolis, Minnesota 55402, (records
relating to its function as Sub-Adviser to Technology Fund);
Credit Suisse Asset Management, LLC, One Citicorp Center, 153 East
53rd Street, New York, NY 10022 (records relating to its function
as Sub-Adviser to Health Sciences Fund); BISYS Fund Services,
Limited Partnership, 3435 Stelzer Road, Columbus, Ohio 43219
(records relating to its functions as General Manager,
Administrator and Distributor); and BISYS Fund Services Ohio,
Inc., 3435 Stelzer Road, Columbus, Ohio 43219 (records relating to
its functions as Transfer Agent).
ITEM 29. MANAGEMENT SERVICES
------- -------------------
Not Applicable.
ITEM 30. UNDERTAKINGS
------- ------------
None
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment No. 69 to its Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Washington in the District of Columbia on the 2nd day of June, 2000.
THE COVENTRY GROUP
By: /s/ Walter B. Grimm
---------------------
Walter B. Grimm
By: /s/ Patrick W.D. Turley
--------------------------
Patrick W.D. Turley, as attorney-in-fact
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated:
Signature Title Date
--------- ----- ----
/s/Walter B. Grimm President and Trustee June 2, 2000
------------------------ (Principal Executive Officer)
Walter B. Grimm**
/s/ John H. Ferring IV Trustee June 2, 2000
------------------------
John H. Ferring IV***
/s/ Maurice G. Stark Trustee June 2, 2000
------------------------
Maurice G. Stark*
/s/ Michael M. Van Buskirk Trustee June 2, 2000
------------------------
Michael M. Van Buskirk*
/s/ R. Jeffrey Young
------------------------- Chairman and Trustee June 2, 2000
R. Jeffrey Young****
/s/ Nadeem Yousaf Treasurer (Principal Financial June 2, 2000
------------------------ and Accounting Officer)
Nadeem Yousaf****
By: /s/ Patrick W.D. Turley
--------------------------------------
Patrick W.D. Turley, as attorney-in-fact
* Pursuant to power of attorney filed with Pre-Effective Amendment
No. 3 on April 6, 1992.
** Pursuant to power of attorney filed with Post-Effective Amendment
No. 26 on May 1, 1996.
*** Pursuant to power of attorney filed with Post-Effective Amendment
No. 39 on July 31, 1998.
**** Pursuant to power of attorney filed with Post-Effective Amendment
No. 63 on November 30, 1999.
