THE COVENTRY GROUP
on behalf of
WILLAMETTE SMALL CAP GROWTH FUND
SUB-INVESTMENT ADVISORY AGREEMENT
AGREEMENT, effective commencing on , 1998 among Willamette Asset Managers,
Inc. (the "Adviser"), the Bank of New York ("Sub-Adviser"), and The Coventry
Group. (the "Trust") on behalf of Willamette Small Cap Growth 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 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 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 by the Trust; (b) make investment decisions for the
Fund; and (c) place orders to purchase and sell securities for the Fund.
In performing its investment management services to the Fund hereunder,
the Sub-Adviser, in accordance with the directions of the Adviser, will provide
the Fund with ongoing investment guidance and policy direction, including oral
and written research, analysis, advice, statistical and economic data and
judgments regarding individual investments, general economic conditions and
trends and long-range investment policy. Subject to the Fund's investment
objective and policies, the Sub-Adviser will determine the securities,
instruments, repurchase agreements, options and other investments and techniques
that the Fund will purchase, sell, enter into or use, and will provide an
ongoing evaluation of the Fund's portfolio. The Sub-Adviser will determine what
portion of the Fund's portfolio shall be invested in securities and other
assets, and what portion if any, should be held uninvested.
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
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, the Adviser, or to the Fund's administrator, BISYS
Fund Services, ("Administrator") if so directed, whatever statistical
information the Trust, Adviser or Administrator may reasonably request with
respect to the Fund's assets or contemplated investments. In addition, the
Sub-Adviser will keep the Adviser, the Trust and the Trustees informed of
developments materially affecting the Fund's portfolio and shall, on the
Sub-Adviser's own initiative, furnish to the Adviser and the Trust from time to
time whatever information the Sub-Adviser believes appropriate for this purpose;
(e) make available to the Adviser, the Administrator, and the Trust, promptly
upon their request, such copies of its investment records and ledgers with
respect to the Fund as may be required to assist the Adviser, the Administrator
and the Trust in their compliance with applicable laws and regulations. The
Sub-Adviser will furnish the Adviser and the Trustees with such periodic and
special reports regarding the Fund as they may reasonably request;
(f) immediately notify the Adviser and the Trust in the event that the
Sub-Adviser or any of its affiliates: (1) becomes aware that it is subject to a
statutory disqualification that prevents the Sub-Adviser from serving as
sub-investment adviser pursuant to this Agreement; or (2) becomes aware that it
is the subject of an administrative proceeding or enforcement action by the
Securities and Exchange Commission ("SEC") or other regulatory authority. The
Sub-Adviser further agrees to notify the Trust immediately of any material fact
known to the Sub-Adviser respecting or relating to the Sub-Adviser that is not
contained in the Trust's Registration Statement regarding the Fund, or any
amendment or supplement thereto, but that is required to be disclosed thereon,
and of any statement contained therein that becomes untrue in any material
respect;
(g) in making investment decisions for the Fund, use no inside information that
may be in its possession or in the possession of any of its affiliates, nor will
the 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 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 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 0.45% of the Fund's average daily net assets. The "average
daily net assets" of the Fund shall mean the average of the values placed on the
Fund's net assets as of 4:00 p.m. (New York time) on each day on which the net
asset value of the Fund is determined consistent with the provisions of Rule
22c-1 under the 1940 Act or, if the Fund lawfully determines the value of its
net assets as of some other time on each business day, as of such other time.
The value of net assets of the Fund shall always be determined pursuant to the
applicable provisions of the Declaration and the Registration Statement. If,
pursuant to such provisions, the determination of net asset value is suspended
for any particular business day, then for the purposes of this section 4, the
value of the net assets of the Fund as last determined shall be deemed to be the
value of its net assets as of the close of the New York Stock Exchange, or as of
such other time as the value of the net assets of the Fund's portfolio may
lawfully be determined, on that day. If the determination of the net asset value
of the shares of the Fund has been so suspended for a period including any month
end when the Sub-Adviser's compensation is payable pursuant to this section,
then the Sub-Adviser's compensation payable at the end of such month shall be
computed on the basis of the value of the net assets of the Fund as last
determined (whether during or prior to such month). If the Fund determines the
value of the net assets of its portfolio more than once on any day, then the
last such determination thereof on that day shall be deemed to be the sole
determination thereof on that day for the purposes of this section 4.
5. Books and Records. The Sub-Adviser agrees to maintain such books and records
with respect to its services to the Fund as are required by Section 31 under the
1940 Act, and rules adopted thereunder, and by other applicable legal
provisions, and to preserve such records for the periods and in the manner
required by that Section, and those rules and legal provisions. The Sub-Adviser
also agrees that records it maintains and preserves pursuant to Rules 31a-1 and
Rule 31a-2 under the 1940 Act and otherwise in connection with its services
hereunder are the property of the Trust and will be surrendered promptly to the
Trust upon its request. And the Sub-Adviser further agrees that it will furnish
to regulatory authorities having the requisite authority any information or
reports in connection with its services hereunder which may be requested in
order to determine whether the operations of the Fund are being conducted in
accordance with applicable laws and regulations.
6. Standard of Care and Limitation of Liability. The Sub-Adviser shall exercise
its best judgment in rendering the services provided by it under this Agreement.
The Sub-Adviser shall not be liable 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 Trust, the Fund or to holders of the
Fund's shares to which the Sub-Adviser would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or by reason of the Sub-Adviser's reckless disregard
of its obligations and duties under this Agreement. As used in this Section 6,
the term "Sub-Adviser" shall include any officers, directors, employees or other
affiliates of the Sub-Adviser performing services with respect to the Fund.
7. Services Not Exclusive. It is understood that the services of the Sub-Adviser
are not exclusive, and that nothing in this Agreement shall prevent the
Sub-Adviser from providing similar services to other investment companies or to
other series of investment companies, including the Trust (whether or not their
investment objectives and policies are similar to those of the Fund) or from
engaging in other activities, provided such other services and activities do
not, during the term of this Agreement, interfere in a material manner with the
Sub-Adviser's ability to meet its obligations to the Fund hereunder. When the
Sub-Adviser recommends the purchase or sale of a security for other investment
companies and other clients, and at the same time the Sub-Adviser recommends the
purchase or sale of the same security for the Fund, it is understood that in
light of its fiduciary duty to the Fund, such transactions will be executed on a
basis that is fair and equitable to the Fund. In connection with purchases or
sales of portfolio securities for the account of the Fund, neither the
Sub-Adviser nor any of its directors or officers (or persons acting in similar
capacities) or employees shall act as a principal or agent or receive any
commission. If the Sub-Adviser provides any advice to its clients concerning the
shares of the Fund, the Sub-Adviser shall act solely as investment counsel for
such clients and not in any way on behalf of the Trust or the Fund.
8. Duration and Termination. This Agreement shall continue until , 2000, 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 ▇▇▇▇ ▇▇▇) 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
▇▇▇▇ ▇▇▇) 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 term "Willamette" and has
permitted the use of such term by the Trust and the Fund. 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
such name; and (iii) the Adviser may use or grant to others the right to use the
term, or any abbreviation thereof, as all or a portion of a corporate or
business name or for any commercial purpose, including a grant of such right to
any other investment company. Upon termination of this Agreement, the
Sub-Adviser shall, at the request of the Adviser, cease to use the term
"Willamette" in any of its materials or in any manner except with the consent of
the Adviser, which shall not be unreasonably withheld. In the event of any such
request by the Adviser that use by the Sub-Adviser of the term "Willamette"
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 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 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 , 1998.
THE COVENTRY GROUP
By_______________________________
President
WILLAMETTE ASSET MANAGERS, Inc.
By:______________________________
President
BANK OF NEW YORK
By:______________________________
President