EXHIBIT (h)(5)
SHAREHOLDER SERVICES AGREEMENT
FOR THE 1ST SOURCE MONOGRAM FUNDS
Ladies and Gentlemen:
The Coventry Group (the "Trust"), a Massachusetts business trust
registered as a management investment company under the Investment Company Act
of 1940 (the "1940 Act"), on behalf of its five separate investment series
comprising the 1st Source Monogram Funds, which currently consist of the 1st
Source Monogram Income Equity Fund, the 1st Source Monogram Diversified Equity
Fund, the 1st Source Monogram Special Equity Fund, the 1st Source Monogram
Income Fund and the 1st Source Monogram Long/Short Fund (the "Funds"), hereby
appoints [Authorized Service Provider] (the "Service Provider") to provide
shareholder services pursuant to this Shareholder Services Agreement (the
"Agreement") as follows:
1. To the extent that the Service Provider provides administrative
shareholder services and/or account maintenance services to those
individuals or entities with whom the Service Provider has a servicing
and/or other relationship and who may from time to time directly or
beneficially own shares of the Funds, the Trust shall pay the Service
Provider a fee periodically. Attached hereto as Schedule A is a list of
certain types of services which are contemplated to be provided in
accordance with this Agreement.
2. The fee paid with respect to each applicable Fund will be computed and
paid monthly at an annual rate not to exceed $18.00 per account, provided
that such account is owned of record at the close of business on the last
business day of the payment period by shareholders with whom the Service
Provider has a servicing relationship as indicated by the records
maintained by the Funds or their transfer agent (the "Subject Shares").
3. The Trust shall pay the Service Provider the total of the fees calculated
for each respective Fund for any period with respect to which such
calculations are made within 45 days after the close of such period.
4. The Trust reserves the right to withhold payment with respect to any
Subject Shares purchased and redeemed or repurchased by a Fund within
seven (7) business days after the date of its confirmation of such
purchase.
5. The Service Provider shall furnish the Trust with such information as
shall reasonably be requested by the Trustees with respect to the fees
paid to the Service Provider pursuant to this Agreement.
6. Neither the Service Provider nor any of its employees or agents are
authorized to make any representation concerning shares of the Funds
except those contained in the then current Prospectus for the Funds, and
the Service Provider shall have no authority to act as agent for the Funds
outside the parameters of this Agreement.
7. This Agreement may be terminated by either party with respect to any Fund
at any time without payment of any penalty upon sixty (60) days' written
notice.
8. The Service Provider shall comply with all applicable state and Federal
laws and the rules and regulations of authorized regulatory agencies. The
Service Provider will not sell or offer for sale shares of any Fund in any
state where (i) it is not qualified to make such sales or (ii) the shares
are not qualified for sale under the Blue Sky laws and regulations for
such state, except for states in which they are exempt from qualification.
9. This Agreement and any Schedule hereto may not be revised except by mutual
written agreement between the parties. This Agreement may be revised only
after 60 days' written notice or upon such shorter notice as the parties
may mutually agree.
10. All communications to the Trust should be sent to:
The 1st Source Monogram Funds
Attn:
Any notice to the Service Provider shall be sent to:
[ ]
Attn:
11. All communications and any notices required hereunder shall be deemed to
be duly given if mailed or telegraphed to the respective party at the
address for such party specified above.
12. The parties to this Agreement mutually acknowledge that the Funds maintain
and are subject to a Privacy Policy that restricts the disclosure of
certain types of non-public information regarding the customers of the
Funds and the parties agree to be bound by the restrictions imposed by
such Privacy Policy.
13. The Trust agrees to indemnify and hold the Service Provider harmless
against any losses, claims, damages, liabilities or expenses (including
attorney's fees) to which the Service Provider may become subject insofar
as such losses, claims, damages, liabilities or expenses or actions in
respect thereof arise out of or are based upon any material breach by the
Trust of any provision of this Agreement or the Trust's negligence or
willful misconduct in carrying out its duties and responsibilities under
this Agreement.
14. The Service Provider agrees to indemnify and hold the Trust harmless
against any losses, claims, damages, liabilities or expenses (including
attorney's fees) to which the Trust may become subject insofar as such
losses, claims, damages, liabilities or expenses or actions in respect
thereof arise out of or are based upon any material breach by the Service
Provider of any provision of this Agreement or the Service Provider's
negligence or willful misconduct in carrying out its duties and
responsibilities under this Agreement.
15. This Agreement shall be construed in accordance with the laws of the State
of Massachusetts.
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IN WITNESS WHEREOF, the undersigned parties have executed this Agreement
as of the ____ day of _______________, 200_.
THE COVENTRY GROUP,
ON BEHALF OF ITS INVESTMENT SERIES COMPRISING
THE 1ST SOURCE MONOGRAM FUNDS
By: _________________________________________
Name: _______________________________________
Title: ______________________________________
[AUTHORIZED SERVICE PROVIDER]
By: _________________________________________
Name: _______________________________________
Title: ______________________________________
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SCHEDULE A
TO THE SHAREHOLDER SERVICES AGREEMENT RELATING
TO THE SALE OF SHARES OF THE 1ST SOURCE MONOGRAM FUNDS
(THE "FUNDS")
The types of shareholder services which may be compensated pursuant to the
Agreement include, but are not necessarily limited to, the following:
1. Answering customer inquiries of a general nature regarding the Funds;
2. Responding to customer inquiries and requests regarding statements of
additional information, reports, notices, proxies and proxy statements,
and other Fund documents;
3. Delivering prospectuses and annual and semi-annual reports to beneficial
owners of the Subject Shares;
4. Assisting the Trust in establishing and maintaining shareholder accounts
and records;
5. Assisting customers in changing account options, account designations, and
account addresses;
6. Sub-accounting for all Fund share transactions at the shareholder level;
7. Crediting distributions from the Funds to shareholder accounts;
8. Determining amounts to be reinvested in the Funds; and
9. Providing such other administrative services as may be reasonably
requested and which are deemed necessary and beneficial to the holders of
the Subject Shares.
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