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EXHIBIT 5(c)
SUB-INVESTMENT ADVISORY AGREEMENT BETWEEN ERNST & COMPANY AND NATIONAL MUTUAL
FUNDS MANAGEMENT (GLOBAL) LTD.
(WITH RESPECT TO ERNST GLOBAL SMALLER COMPANIES FUND)
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SUB-ADVISORY AGREEMENT
AGREEMENT made this 27th day of October, 1995, between Ernst &
Company (the "Adviser"), and National Mutual Funds Management (Global), Ltd.
(the "Sub-Adviser").
WHEREAS, The Coventry Group (the "Trust") is registered as an
open-end, management investment company under the Investment Company Act of
1940, as amended (the "1940 Act"); and
WHEREAS, Ernst Global Smaller Companies Fund (the "Fund") is a
separate investment series of the Trust; and
WHEREAS, the Adviser has been appointed investment adviser to
the Fund; and
WHEREAS, the Adviser desires to retain the Sub-Adviser to
assist it in the provision of a continuous investment program for the Fund and
the Sub-Adviser is willing to do so; and
WHEREAS, the Board of Trustees of the Trust and the Fund's
sole shareholder have approved this Agreement, and the Sub-Adviser is willing
to furnish such services upon the terms and conditions herein set forth;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Adviser hereby appoints the
Sub-Adviser to act as sub-adviser to the Fund as permitted by the Adviser's
Advisory Agreement with the Trust pertaining to the Fund. Intending to be
legally bound, the Sub-Adviser accepts such appointment and agrees to render
the services herein set forth for the compensation herein provided.
2. Sub-Advisory Services. Subject to the supervision of
the Trust's Board of Trustees, the Sub-Adviser shall assist the Adviser in
providing a continuous investment program with respect to the Fund's portfolio,
including investment research and management with respect to all securities and
investments and cash equivalents in the Fund. The Sub-Adviser may, subject to
the Adviser's review, determine the securities and investments to be purchased,
sold or retained by the Fund, and the Sub-Adviser may place orders directly
with the issuer or any broker or dealer for such securities and investments.
The Sub-Adviser will provide services under this Agreement in accordance with
the Fund's investment objective, policies and restrictions as stated in the
Fund's prospectus and Statement of Additional Information, which shall be
forwarded to the Sub-Adviser by the Adviser from time to time, and resolutions
of the Trust's Board of Trustees applicable to the Fund provided those
resolutions are communicated to the Sub-Adviser and a reasonable amount of time
is provided in order for it to comply.
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Without limiting the generality of the foregoing, the
Sub-Adviser further agrees that it:
(a) will use the same skill and care in providing such services as
it uses in providing services to fiduciary accounts for which
it has investment responsibilities;
(b) will conform with all applicable Rules and Regulations of the
Commission under the 1940 Act applicable to sub-advisers to
registered investment companies and in addition will conduct
its activities under this Agreement in accordance with any
applicable regulations of any governmental authority
pertaining to the investment advisory activities of the
Sub-Adviser;
(c) will place or cause to be placed orders for the Fund either
directly with the issuer or with any broker or dealer. In
placing orders with brokers and dealers, the Sub-Adviser will
attempt to obtain prompt execution of orders in an effective
manner at the most favorable price. Consistent with this
obligation and to the extent permitted by the 1940 Act, when
the execution and price offered by two or more brokers or
dealers are comparable, the Sub-Adviser may, in its
discretion, purchase and sell portfolio securities to and from
brokers and dealers who provide the Sub-Adviser with research
advice and other services. In no instance will portfolio
securities be purchased from or sold to BISYS Fund Services,
the Investment Adviser, the Sub-Adviser or any affiliated
person of the Trust, BISYS Fund Services, the Sub-Adviser or
the Investment Adviser, except to the extent permitted by the
1940 Act and the Commission;
(d) will maintain or cause to be maintained all books and records
with respect to the securities transactions of the Fund and
will furnish the Trust's Board of Trustees with such periodic
and special reports as the Board may request; and
(e) will treat confidentially and as proprietary information of
the Trust all records and other information relative to the
Trust and the Fund and prior, present, or potential
shareholders, and will not use such records and information
for any purpose other than performance of its responsibilities
and duties hereunder, except after prior notification to and
approval in writing by the Trust, which approval shall not be
unreasonably withheld and may not be withheld where the
Sub-Adviser may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge
such information by duly constituted authorities, or when so
requested by the Trust.
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3. Services Not Exclusive. Except as provided herein,
the services furnished by the Sub-Adviser hereunder are deemed not to be
exclusive, and the Sub-Adviser shall be free to furnish similar services to
others so long as its services under this Agreement are not impaired thereby.
4. Books and Records. In compliance with the
requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees
that all records which it maintains for the Trust are the property of the Trust
and further agrees to surrender promptly to the Trust any of such records upon
the Trust's request. The Sub-Adviser further agrees to preserve for the
periods prescribed by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 31a-1 under the 1940 Act.
5. Expenses. During the term of this Agreement, the
Sub-Adviser will pay all expenses incurred by it in connection with its
activities under this Agreement other than the cost of securities, commodities
and other investments (including brokerage commissions and other transaction
charges, if any) purchased for the Fund.
6. Compensation. For the services provided and the
expenses assumed with respect to the Fund pursuant to this Agreement, the
Sub-Adviser will be entitled to a fee, computed daily and payable monthly,
calculated at the annual rate of 0.70% of the Fund's average daily net assets.
Such fee shall be payable in Australian dollars and shall be delivered to the
Sub-Adviser at its principal place of business (or to a specified bank account)
promptly after the end of each month.
7. Limitation of Liability. The Sub-Adviser shall not
be liable for any error of judgment or mistake of law or for any loss suffered
by the Fund in connection with the performance of this 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 Sub-Adviser in the performance of
its duties or from reckless disregard by it of its obligations and duties under
this Agreement. Notwithstanding the foregoing or any other provision of this
Agreement, nothing herein shall in any way constitute a waiver or limitation of
any rights that the Trust, the Fund or the Adviser may have under the United
States federal or State securities laws, which may impose liability on persons
who act in good faith.
8. Duration and Termination. Unless sooner terminated,
this Agreement shall continue until October 27, 1997, and thereafter shall
continue automatically for successive annual periods, provided such continuance
is specifically approved at least annually by the Trust's Board of Trustees or
vote of the lesser of (a) 67% of the shares of the Fund represented at a
meeting if holders of more than 50 % of the outstanding shares of the Fund are
present in person or by proxy or (b) more than 50 % of the outstanding shares
of the Fund, provided that in either event its continuance also is approved by
a majority of the Trust's Trustees who are not "interested persons" (as defined
in the 1940
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Act) of any party to this Agreement (the "Independent Trustees"), by vote cast
in person at a meeting called for the purpose of voting on such approval. This
Agreement is terminable at any time without penalty, on 60 days' notice, by the
Adviser, the Sub-Adviser or by the Trust's Board of Trustees or by vote of the
lesser of (a) 67% of the shares of the Fund represented at a meeting if holders
of more than 50 % of the outstanding shares of the Fund are present in person
or by proxy or (b) more than 50 % of the outstanding shares of the Fund. This
Agreement will terminate automatically in the event of its assignment (as
defined in the 1940 Act).
9. Amendment of this Agreement. 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.
10. Governing Law. This Agreement shall be governed by
and its provisions shall be construed in accordance with the laws of the
Commonwealth of Massachusetts.
11. Possession of Fund Assets. At all times the assets
of the Fund (consisting of all cash, securities and other instruments held by
the Fund) shall remain exclusively under the management and control of the
Fund's custodian. At no time will the Sub-Adviser have custody or possession
of any such assets of the Fund.
12. Miscellaneous. The names The Coventry Group and
"Trustees of the Coventry Group" refer respectively to the Trust created and to
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 Trust entered into in the name or on
behalf hereof 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 of shares
of the Trust must look solely to the assets of the Trust belonging to such
series for the enforcement of any claims against the Trust.
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IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the day and
year first above written.
ERNST & COMPANY
By:
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Name:
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Title:
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NATIONAL MUTUAL FUNDS MANAGEMENT
(GLOBAL), LTD.
By:
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Name:
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Title:
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