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EXHIBIT (d)(2)
ASSUMPTION AGREEMENT
This assumption agreement (the "Agreement") is made as of this 12th day
of May, 2001, by and between Boston Trust Investment Management, Inc., a
registered investment advisor having its principal place of business in Boston,
Massachusetts ("Boston Trust"); United States Trust Company of Boston, a
Massachusetts chartered banking and trust company having its principal place of
business in Boston, Massachusetts ("USTB"), and The Coventry Group, a
Massachusetts business trust registered as an investment company under the
Investment Company Act of 1940, as amended ("Coventry"), having its principal
place of business at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx.
WHEREAS, USTB and Coventry, are parties to an Investment Advisory
Contract dated as of January 11, 2000, as amended (the "Advisory Contract"); and
WHEREAS, Boston Trust wishes to assume the duties and obligations of
USTB under the Advisory Contract.
NOW, THEREFORE, based on the foregoing, the parties agree as follows:
1. ASSUMPTION. Boston Trust, intending to be legally bound,
hereby agrees to assume and perform all duties and obligations
of USTB under the Advisory Contract.
2. GUARANTY AND INDEMNITY. USTB hereby irrevocably and
unconditionally guarantees to Coventry the full performance of
all of the financial obligations of under the provisions of
the Advisory Contract hereby assumed by Boston Trust.
USTB agrees to indemnify, defend and hold Coventry harmless
from and against any and all loss, cost, damage or expense
(including reasonable fees of counsel) whatsoever resulting
from or arising out of any breach by Boston Trust of any
obligation of the Advisory Contract hereby assumed by Boston
Trust.
USTB hereby waives any requirement that Coventry exhaust any
right or remedy or proceed or take any action against Boston
Trust or any other person or entity before exercising any
right or remedy against USTB under this Agreement.
The obligations of USTB hereunder are absolute and
unconditional. USTB's guaranty and indemnity shall be a
continuing guaranty and indemnity and shall continue in force
and effect until all of the obligations hereby assumed by
Boston Trust shall have been satisfied in full.
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IN WITNESS WHEREOF, USTB, Boston Trust and Coventry hereby execute this
Agreement as of the day and year first above written.
BOSTON TRUST INVESTMENT
MANAGEMENT, INC.
By: ____________________________
Name: __________________________
Title: __________________________
UNITED STATES TRUST COMPANY
OF BOSTON
By: ____________________________
Name: __________________________
Title: __________________________
THE COVENTRY GROUP
By: ____________________________
Name: __________________________
Title: __________________________
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