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EXHIBIT 15
Distribution Agreement
between The Coventry Group and
BISYS Fund Services Limited Partnership
October 23, 1998
DISTRIBUTION AND SHAREHOLDER SERVICE PLAN
This Plan (the "Plan") constitutes the distribution and shareholder
service plan of The Coventry Group, a Massachusetts business trust (the
"Trust"), adopted pursuant to Rule 12b-1 under the Investment Company Act of
1940 (the "1940 Act"). The Plan relates to those investment portfolios ("Funds")
identified on Schedule B to the Trust's Distribution Agreement dated as of
October 19, 1998, and as amended from time to time (the "Distribution Plan
Funds").
Section 1. Each Distribution Plan Fund shall pay to BISYS Fund Services
Limited Partnership, the distributor (the "Distributor") of the Funds' shares of
beneficial interest (the "Shares") a fee in an amount not to exceed on an annual
basis .25% of the average daily net asset value of such Fund (the "12b-1 Fee")
for: (i) (a) efforts of the Distributor expended in respect of or in furtherance
of sales of Shares, and (b) to enable the Distributor to make payments to banks
and other institutions and broker/dealers (a "Participating organization") for
distribution assistance pursuant to an agreement with the Participating
organization; (ii) reimbursement of expenses (a) incurred by the Distributor,
and (b) incurred by a Participating organization pursuant to an agreement in
connection with distribution assistance including, but not limited to, the
reimbursement of expenses relating to printing and distributing prospectuses to
persons other than Shareholders of such Distribution Plan Fund, printing and
distributing advertising and sales literature and reports to Shareholders for
use in connection with the sales of Shares, processing purchase, exchange and
redemption request from customers and placing orders with the Distributor or the
Distribution Plan Fund's transfer agent, and personnel and communication
equipment used in servicing Shareholder accounts and prospective shareholder
inquiries; (iii) (a) efforts of the Distributor expended in servicing
shareholders holding Shares, and (b) to enable the Distributor to make payments
to a Participating organization for shareholder services pursuant to an
agreement with the Participating organization; and (iv) reimbursement of
expenses (a) incurred by the Distributor, and (b) incurred by a Participating
organization pursuant to an agreement in connection with shareholder service
including, but not limited to, personal, continuing services to investors in the
Shares of such Distribution Plan Fund, and providing office space, equipment,
telephone facilities and various personnel including clerical, supervisory and
computer, as is necessary or beneficial in connection therewith.
For purposes of the Plan, a Participating organization may
include the Distributor or any of its affiliates or subsidiaries.
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Section 2. The 12b-1 Fee shall be paid by the Distribution Plan Funds to
the Distributor only to compensate or to reimburse the Distributor for payments
or expenses incurred pursuant to Section 1.
Section 3. The Plan shall not take effect with respect to a Distribution
Plan Fund until it has been approved by a vote of the initial shareholder of
such Fund.
Section 4. The Plan shall not take effect until it has been approved,
together with any related agreements, by votes of the majority (or whatever
greater percentage may, from time to time, be required by Section 12(b) of the
1940 Act or the rules and regulations thereunder) of both (a) the Trustees of
the Trust, and (b) the Independent Trustees of the Trust cast in person at a
meeting called for the purpose of voting on the Plan or such agreement.
Section 5. The Plan shall continue in effect for a period of more than
one year after it takes effect only so long as such continuance is specifically
approved at least annually in the manner provided for approval of the Plan in
Section 4.
Section 6. Any person authorized to direct the disposition of monies
paid or payable by the Distribution Plan Funds pursuant to the Plan or any
related agreement shall provide to the Trustees of the Trust, and the Trustees
shall review, at least quarterly, a written report of the amounts so expended
and the purposes for which such expenditures were made.
Section 7. The Plan may be terminated at any time as to a Distribution
Plan Fund by vote of a majority of the Independent Trustees, or by vote of a
majority of a Distribution Plan Fund's outstanding voting securities.
Section 8. All agreements with any person relating to implementation of
the Plan shall be in writing, and any agreement related to the Plan shall
provide:
(a) That such agreement may be terminated at any time, without
payment of any penalty, by vote of a majority of the Independent
Trustees or by vote of a majority of the outstanding voting securities
of the Distribution Plan Fund, on not more than 60 days' written notice
to any other party to the agreement; and
(b) That such agreement shall terminate automatically in the
event of its assignment.
Section 9. The Plan may not be amended to increase materially the amount
of distribution expenses permitted pursuant to Section 1 hereof without approval
in the manner provided in Section 3 hereof, and all material amendments to the
Plan shall be approved in the manner provided for approval of the Plan in
Section 4.
Section 10. As used in the Plan, (a) the term "Independent Trustees"
shall mean those Trustees of the Trust who are not interested persons of the
Trust, and have no direct or indirect financial interest in the operation of the
Plan or any agreements related to it, and (b) the terms
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"assignment", "interested person" and "majority of the outstanding voting
securities" shall have the respective meanings specified in the 1940 Act and the
rules and regulations thereunder, subject to such exemptions as may be granted
by the Securities and Exchange Commission.
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