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EXHIBIT (d)(2)
ASSUMPTION AGREEMENT
This assumption agreement (the "Agreement") is made as of this 1st day
of March, 2001 by and between Shelby Country Trust Bank, a state-chartered bank
having its principal place of business in Shelbyville, Kentucky ("SCTB"), SMC
Capital, Inc., a registered investment adviser having its principal place of
business in Louisville, Kentucky ("SMC") and the Coventry Group, a Massachusetts
business trust registered as an investment company under the Investment Company
Act of 1940, as amended ("Coventry").
WHEREAS, SCTB and Coventry, are parties to an Investment Advisory
Contract dated as of June 27, 1994, as amended (the "Advisory Contract"); and
WHEREAS, SMC wishes to assume the duties and obligations of SCTB under
the Advisory Contract.
NOW, THEREFORE, based on the foregoing, the parties agree as follows:
1. ASSUMPTION. SMC, intending to be legally bound, hereby agrees to
assume and perform all duties and obligations of SCTB under the
Advisory Contract.
2. GUARANTY AND INDEMNITY. SCTB 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 SMC.
SCTB agrees to indemnify, defend and hold Coventry harmless form 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 SMC of any obligation of the Advisory Contract hereby assumed by
SMC.
SCTB hereby waives any requirement that Coventry exhaust any right or
remedy or proceed or take any action against SMC or any other person
or entity before exercising any right or remedy against SCTB under
this Agreement.
The obligations of SCTB hereunder are absolute and unconditional.
SCTB'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 SMC shall have been satisfied in full.
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IN WITNESS WHEREOF, SCTB, SMC and Coventry hereby execute this
Agreement as of the day and year first above written.
SMC CAPITAL, INC.
By: ____________________________
Name: __________________________
Title: _________________________
SHELBY COUNTY TRUST BANK
By: ____________________________
Name: __________________________
Title: _________________________
THE COVENTRY GROUP
By: ____________________________
Name: __________________________
Title: _________________________
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