Exhibit 99(d)
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 1st day of December, 2005, between The Coventry Group
(the "Trust"), a Massachusetts business trust having its principal place of
business in Columbus, Ohio, and ▇▇▇▇▇ ▇▇▇▇▇▇ Asset Management Company (the
"Investment Adviser"), an investment adviser having its principal place of
business in Chicago, Illinois.
WHEREAS, 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, the Trust desires to retain the Investment Adviser to furnish
investment advisory and administrative services to certain investment portfolios
of the Trust and may retain the Investment Adviser to serve in such capacity
with respect to certain additional investment portfolios of the Trust, all as
now or hereafter may be identified in Schedule A hereto as such Schedule may be
amended from time to time (individually referred to herein as a "Fund" and
collectively referred to herein as the "Funds") and the Investment Adviser
represents that it is willing and possesses legal authority to so furnish such
services without violation of applicable laws and regulations;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Trust hereby appoints the Investment Adviser to act as
investment adviser to the Fund for the period and on the terms set forth in
this Agreement. The Investment Adviser accepts such appointment and agrees
to furnish the services herein set forth for the compensation herein
provided. Additional investment portfolios may from time to time be added
to those covered by this Agreement by the parties executing a new Schedule
A which shall become effective upon its execution and shall supersede any
Schedule A having an earlier date.
2. Delivery of Documents. The Trust has furnished the Investment Adviser with
copies properly certified or authenticated of each of the following:
(a) the Trust's Declaration of Trust, dated January 8, 1992, and filed
with the Secretary of State of Massachusetts on January 8, 1992, and
any and all amendments thereto or restatements thereof (such
Declaration, as presently in effect and as it shall from time to time
be amended or restated, is herein called the "Declaration of Trust");
(b) the Trust's By-Laws and any amendments thereto;
(c) resolutions of the Trust's Board of Trustees authorizing the
appointment of the Investment Adviser and approving this Agreement;
(d) the Trust's Notification of Registration on Form N-8A under the 1940
Act as filed with the Securities and Exchange Commission (the
"Commission") on January 8, 1992, and all amendments thereto;
(e) the Trust's Registration Statement on Form N-1A under the Securities
Act of 1933, as amended (the "1933 Act"), and under the 1940 Act as
filed with the Commission and all amendments thereto; and
(f) the most recent Prospectus and Statement of Additional Information of
each of the Funds (such Prospectus and Statement of Additional
Information, as presently in effect, and all amendments and
supplements thereto, are herein collectively called the "Prospectus").
The Trust will furnish the Investment Adviser from time to time with copies of
all amendments of or supplements to the foregoing.
3. Management. Subject to the supervision of the Trust's Board of Trustees,
the Investment Adviser will provide a continuous investment program for the
Fund, including investment research and management with respect to all
securities and investments and cash equivalents in the Fund. The Investment
Adviser will determine from time to time what securities and other
investments will be purchased, retained or sold by the Trust with respect
to the Fund. The Investment Adviser will provide the services under this
Agreement in accordance with the Fund's investment objectives, policies,
and restrictions as stated in the Prospectus and resolutions of the Trust's
Board of Trustees. The Investment Adviser further agrees that it:
(a) will use the same skill and care in providing such services as it uses
in providing services to its other accounts for which it has
investment responsibilities;
(b) will conform with all applicable Rules and Regulations of the
Commission under the 1940 Act 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 Investment 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 Investment 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 Investment Adviser may,
in its discretion, purchase and sell portfolio securities to and from
brokers and dealers who provide the Investment Adviser with research
advice and other services. In no instance will portfolio securities be
purchased from or sold to BISYS, Inc., the Investment Adviser, or any
affiliated person of the Trust, BISYS Inc. or the Investment Adviser,
except to the extent permitted by the 1940 Act and the Commission;
(d) will maintain 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
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(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 Investment
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.
The Investment Adviser may, subject to the approval of the Trust's Board of
Trustees, appoint a sub-adviser to provide the services contemplated
hereunder, provided, however, that the Investment Adviser shall not be
relieved of any of its obligations under this Agreement by the appointment
of such sub-adviser and provided further, that the Investment Adviser shall
be responsible, to the extent provided in Section 8 hereof for all acts of
such sub-adviser as if such acts were its own.
4. Services Not Exclusive. The investment management services furnished by the
Investment Adviser hereunder are not to be deemed exclusive, and the
Investment Adviser shall be free to furnish similar services to others so
long as its services under this Agreement are not impaired thereby.
5. Books and Records. In compliance with the requirements of Rule 31a-3 under
the 1940 Act, the Investment Adviser hereby agrees that all records which
it maintains for the Fund 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 Investment 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.
6. Expenses. During the term of this Agreement, the Investment Adviser will
pay all expenses incurred by it in connection with its activities under
this Agreement other than the cost of securities (including brokerage
commissions, if any) purchased for the Fund.
7. Compensation. For the services provided and the expenses assumed pursuant
to this Agreement, the Fund will pay the Investment Adviser and the
Investment Adviser will accept as full compensation therefor a fee as set
forth on Schedule A hereto. The obligation of the Fund to pay the
above-described fee to the Investment Adviser will begin as of the date of
the initial public sale of shares in the Fund. The fee attributable to the
Fund shall be the obligation of that Fund and not of any other Fund.
8. Limitation of Liability. The Investment 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 Investment Adviser in the performance
of its duties or from reckless disregard by it of its obligations and
duties under this Agreement.
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9. Duration and Termination. This Agreement will become effective with respect
to each Fund listed on Schedule A as of the date first written above (or,
if a particular Fund is not in existence on that date, on the date a
registration statement relating to that Fund becomes effective with the
Commission), provided that it shall have been approved by vote of a
majority of the outstanding voting securities of such Fund, in accordance
with the requirements under the 1940 Act, and, unless sooner terminated as
provided herein, shall continue in effect until February 28, 2007.
Thereafter, if not terminated, this Agreement shall continue in effect as
to a particular Fund for successive one-year terms, provided that such
continuance is specifically approved at least annually (a) by the vote of a
majority of those members of the Trust's Board of Trustees who are not
parties to this Agreement or interested persons of any party to this
Agreement, cast in person at a meeting called for the purpose of voting on
such approval, and (b) by the vote of a majority of the Trust's Board of
Trustees or by the vote of a majority of all votes attributable to the
outstanding shares of such Fund. Notwithstanding the foregoing, this
Agreement may be terminated as to a particular Fund at any time on sixty
days' written notice, without the payment of any penalty, by the Trust (by
vote of the Trust's Board of Trustees or by vote of a majority of the
outstanding voting securities of such Fund) or by the Investment Adviser.
This Agreement will immediately terminate in the event of its assignment.
(As used in this Agreement, the terms "majority of the outstanding voting
securities", "interested persons" and "assignment" shall have the same
meanings as ascribed to such terms in the 1940 Act.)
10. Investment Adviser's Representations. The Investment Adviser hereby
represents and warrants that it is willing and possesses all requisite
legal authority to provide the services contemplated by this Agreement
without violation of applicable law and regulations.
11. 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.
12. Governing Law. This Agreement shall be governed by and its provisions shall
be construed in accordance with the laws of the Commonwealth of
Massachusetts.
13. Miscellaneous. 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 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
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assets of the Trust belonging to such series 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 the day and year first above
written.
THE COVENTRY GROUP
By:
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Name:
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Title:
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▇▇▇▇▇ ▇▇▇▇▇▇ ASSET MANAGEMENT COMPANY
By:
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Name:
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Title:
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DATED: DECEMBER 1, 2005
SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
BETWEEN THE COVENTRY GROUP AND
▇▇▇▇▇ ▇▇▇▇▇▇ ASSET MANAGEMENT COMPANY
Name of Fund Compensation*
PathMaster Domestic Equity Fund Annual rate of sixty one hundredths of
one percent (0.60%) of the average daily
net assets of such Fund.
THE COVENTRY GROUP
By:
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Name:
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Title:
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▇▇▇▇▇ ▇▇▇▇▇▇ ASSET MANAGEMENT COMPANY
By:
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Name:
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Title:
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* All fees are computed daily and paid monthly.
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