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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 1st Source Corporation Investment Advisors, Inc., a
registered investment advisor having its principal place of business in South
Bend, Indiana ("1st Advisor"); 1st Source Bank, a state chartered bank having
its principal place of business in South Bend, Indiana (the "Bank") and The
Coventry Group, a Massachusetts business trust registered as an investment
company under the Investment Company Act of 1940, as amended (the "Trust"),
having its principal place of business at 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxx
00000.
WHEREAS, the Bank and the Trust are parties to an Investment Advisory
Agreement dated October 23, 1998, as amended (the "Advisory Agreement"); and
WHEREAS, 1st Advisor wishes to assume the Bank's duties and obligations
under the Advisory Agreement.
NOW, THEREFORE, based on the foregoing, the parties agree as follows:
1. ASSUMPTION. 1st Advisor, intending to be legally bound,
hereby agrees to assume and perform all duties and obligations
of the Bank under the Advisory Agreement.
2. GUARANTY AND INDEMNITY. The Bank hereby irrevocably and
unconditionally guarantees to the Trust the full performance of
all of the financial obligations of 1st Advisor under the
provisions of the Advisory Agreement hereby assumed by 1st
Advisor.
The Bank agrees to indemnify, defend and hold harmless the Trust
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 1st Advisor of any obligation of
the Advisory Agreement hereby assumed by 1st Advisor.
The Bank hereby waives any requirement that the Trust exhaust
any right or remedy or proceed or take any action against 1st
Advisor or any other person or entity before exercising any
right or remedy against the Bank under this Agreement.
The obligations of the Bank hereunder are absolute and
unconditional. The Bank'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 1st
Advisor shall have been satisfied in full.
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IN WITNESS WHEREOF, 1st Advisor, the Bank and the Trust hereby execute
this Agreement as of the day and year first above written.
1st SOURCE CORPORATION INVESTMENT ADVISORS, INC.
By: ______________________________
Name: ____________________________
Title: ___________________________
1st SOURCE BANK
By: ______________________________
Name: ____________________________
Title: ___________________________
THE COVENTRY GROUP
By: ______________________________
Name: ____________________________
Title: ___________________________
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