<PAGE>
PRELIMINARY PROXY MATERIALS - FOR SEC USE ONLY
[BISYS Letterhead]
March__, 2000
Dear Shareholder:
This is to inform you of the upcoming special meeting of the shareholders
of Willamette Value Fund ("Fund"). Shareholders are being asked to consider a
proposal that would permit the Fund's investment adviser, Willamette Asset
Managers, to retain a sub-adviser to manage the Fund's portfolio. The proposed
sub-adviser is The Bank of New York, an experienced asset manager that currently
acts as sub-adviser to Willamette Small Cap Growth Fund. This proposal will not
increase the Fund's advisory fees because Willamette Asset Managers will pay
fees of The Bank of New York at no additional cost to the Fund. This change
will require both an amendment to the investment advisory agreement with
Willamette Asset Managers and the adoption of a new sub-advisory agreement with
The Bank of New York.
In connection with this arrangement, certain changes will be made to the
Fund's management style. It is hoped that these changes, which do not require
shareholder approval but which are described in the enclosed proxy statement,
will permit the Fund more effectively to pursue its investment objective. The
Fund's investment objective will not change.
Please review this proxy statement and sign and return the proxy card
today. If you receive more than one proxy card, please be sure to sign and
return each proxy card.
The Board of Trustees of the Fund has unanimously approved this proposal
and recommends a vote "FOR" the proposal. If you have any questions regarding
the issues to be voted on or need assistance in completing your proxy card,
please contact the Fund at 1-877-945-3863.
Sincerely,
[Signature block]
-----------------
Walter B. Grimm
President
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WILLAMETTE VALUE FUND
a series of The Coventry Group
____________________
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
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
[Signature block]
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.
<PAGE>
WILLAMETTE VALUE FUND
a series of The Coventry Group
3435 Stelzer Road
Columbus, Ohio 43219
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
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
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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 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.
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.
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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 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.
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 Expenses Limitation Agreement, the Adviser made payments of
$_________ for the period ended March 31, 1999 and [BISYS: describe whatever
-----
can be said about accrued or anticipated payments for the Fund for the period
April 1, 1999 to March 31, 2000.] [Also describe any repayments by the Fund to
the Adviser for these periods.]
As of the date hereof, the Adviser does not provide investment advisory
services to any investment companies other than the Fund.
3
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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.
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.
4
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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 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.
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.
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 portions of the Fund's portfolio is
rebalanced annually, using the same criteria.
Under the proposed new policies, the DJIA portion of the portfolio would
continue to be managed as it is under the current policies. However, the other
portion of the portfolio would be actively managed in accordance with a "value"
investment strategy. Thus, under normal market
5
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conditions, this portion of the portfolio will be invested primarily in equity
securities that the Sub-Adviser believes are priced low relative to their
earnings and/or comparable securities. 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.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth certain information as of March 10, 2000
with respect to each person or group known to the Fund to be the beneficial
owner of more than 5% of the Fund's outstanding voting securities:
[BISYS: provide this information]
-----
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 Funds do not hold annual or regular meetings of their shareholders.
Proposals of shareholders which are intended to be presented at a future
shareholders' meeting must be received by the Funds 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
<PAGE>
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.
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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 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 thereon, and of any statement
contained therein that becomes untrue in any material respect;
A-2
<PAGE>
(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 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
A-3
<PAGE>
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 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
A-4
<PAGE>
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 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
A-5
<PAGE>
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 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
A-6
<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.
B-1
<PAGE>
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.
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.
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
B-2
<PAGE>
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.
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
B-3
<PAGE>
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 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
B-4
<PAGE>
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-
B-5
<PAGE>
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 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
B-6
<PAGE>
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.
(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
B-7
<PAGE>
WILLAMETTE ASSET MANAGERS, Inc.
By: _______________________________
President
THE BANK OF NEW YORK
By: _______________________________
Title:
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<PAGE>
PRELIMINARY PROXY MATERIALS -- FOR SEC USE ONLY
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.
