SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed byWILLAMETTE VALUE FUND
a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
THE ERNST WORLD FUNDS
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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THE ERNST WORLD FUNDS
THE ERNST GLOBAL ASSET ALLOCATION FUND
THE ERNST ASIA FUND
THE ERNST GLOBAL RESOURCES FUND
3435 STELZER ROAD
COLUMBUS, OHIO 43219
Dear Shareholder:
The enclosed Notice of Special Meeting and Proxy Statement relate to a
special meeting of shareholders of the three portfoliosseries of The Ernst World Funds
- - The Ernst Global Asset Allocation Fund ("Allocation Fund"), The Ernst Asia
Fund ("Asia Fund") and The Ernst Global Resources Fund ("Resources Fund")
(collectively, "Funds").
The purpose of the Meeting is to act on certain matters that must be
approved by shareholders of the Funds arising out of an approaching merger
between the Funds' investment adviser, Ernst & Company ("Ernst"), and InvestecCoventry Group
a South African investment banking group. Under applicable law, the
merger will cause an automatic termination of the Funds' investment advisory
contract with the sub-investment advisers to each of the Funds. Thus,
shareholders are being asked to approve a new investment advisory agreement with
Ernst and new sub-investment advisory agreements with each of the sub-investment
advisers that are substantially identical to the current agreements, except for
the date and term and certain updating changes. The merger is not expected to
cause any change in the operations of Ernst or in its services to the Funds.
The merger does not affect the sub-investment advisers and their services to the
Funds will be the same under the proposed new sub-investment advisory agreements
as they are under the current agreements. The Trustees have reviewed the
proposed merger and have approved the proposed new agreements but the agreements
must be approved by shareholders before they can become effective.
YOUR VOTE IS IMPORTANT
We urge you to read the enclosed Proxy Statement and to vote now by
completing, signing and returning the enclosed proxy ballot form in the prepaid
envelope.
Sincerely,
Walter B. Grimm
PRESIDENT
THE ERNST WORLD FUNDS
THE ERNST GLOBAL ASSET ALLOCATION FUND
THE ERNST ASIA FUND
THE ERNST GLOBAL RESOURCES FUND
3435 STELZER ROAD
COLUMBUS, OHIO 43219----------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 14, 1998----------------
May 9, 2000
To the Shareholders of the Fund:
Notice is hereby given that a special meetingSpecial Meeting of shareholders ("Meeting"Shareholders (the
"Meeting") of the three portfolios of The Ernst World Funds - The Ernst Global Asset
Allocation Fund ("Allocation Fund"), The Ernst Asia Fund ("Asia Fund") and The
Ernst Global Resources Fund ("Resources Fund") (collectively, "Funds") -- will be held January 14, 1998at 11:00 a.m., Eastern Time, on May 9,
2000, at the offices of the Funds' administrator, BISYS Fund Services ("BISYS"), 3435 Stelzer Road,
Columbus, Ohio 43219, for the following purposes:
I. To vote upon the approval of an amendment to the Investment Advisory
Agreement between The Coventry Group, with respect to Willamette Value
Fund, and Willamette Asset Managers, Inc.
II. To vote upon the approval of a new sub-investment advisory agreement
among The Coventry Group, with respect to Willamette Value Fund, Willamette
Asset Managers, Inc. and The Bank of New York.
III. To transact such other business as may come properly before the
Meeting and any adjournment thereof.
Shareholders of record at the close of business on March 10, 2000 are
entitled to notice of, and to vote at, the Meeting.
By Order of the Board of Trustees
/s/ George L. Stevens
George L. Stevens
Secretary
PLEASE RESPOND--YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING, PLEASE COMPLETE, SIGN, DATE AND MAIL THE ENCLOSED PROXY OR PROXIES IN
THE ENCLOSED ENVELOPE SO THAT YOU WILL BE REPRESENTED AT THE MEETING.
WILLAMETTE VALUE FUND
a series of The Coventry Group
3435 Stelzer Road
Columbus, Ohio 43219
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PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
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INTRODUCTION
This Proxy Statement is being furnished in connection with the solicitation
of proxies from shareholders of Willamette Value Fund ("Fund") in connection
with a Special Meeting of Shareholders to be held at 11:00 a.m., Eastern Time,
on May 9, 2000 and any adjournment thereof (the "Meeting"), at the offices of
BISYS Fund Services ("BISYS"), 3435 Stelzer Road, Columbus, Ohio 43219. The
Funds are
portfolios of The Coventry Group ("Coventry"), a registered investment company.
The Meeting is being held for the following purposes:
1. To approve a new Investment Advisory Agreement between Coventry and Ernst &
Company ("Ernst") on behalf of eachcost of the Funds, with terms substantially
identicalsolicitation (including printing and mailing this Proxy Statement,
Notice of Meeting and Proxy, as well as any supplementary solicitation) will
be borne by Willamette Asset Managers, Inc., the Fund's investment adviser
("Adviser"). The Notice of the Meeting, Proxy Statement and Proxies are being
mailed to shareholders on or about March 15, 2000.
The presence in person or by proxy of the holders of record of a majority of
the outstanding shares of the Fund shall constitute a quorum at the Meeting,
permitting action to be taken on matters related to the termsFund. If, however,
such quorum shall not be present or represented at the Meeting or if fewer
votes are present in person or by proxy than the minimum required to approve
any proposal presented at the Meeting, the holders of a majority of the votes
attributable to the shares present Investment Advisory Agreement,
except forin person or by proxy shall have the datepower
to adjourn the Meeting, from time to time, without notice other than
announcement at the Meeting, until the requisite number of votes shall be
present at the Meeting. The persons named as proxies will vote in favor of
such adjournment those proxies which they are entitled to vote in favor of the
Proposal and the term and certain updating changes (towill vote against any such adjournment those proxies required to
be voted on separately by shareholders of each Fund.)
2a. To approve a new Sub-Investment Advisory Agreement between Ernst and
Koeneman Capital Management Pte Ltd., with respect to Asia Fund (toagainst such Proposal. At any such adjourned Meeting, if the relevant
quorum is subsequently constituted, any business may be voted on by shareholders of Asia Fund only.)
2b. To approve a new Sub-Investment Advisory Agreement between Ernst and
National Mutual Funds Management (Global) Ltd., with respect to Resources
Fund (to be voted on by shareholders of Resources Fund only.)
2c. To approve a new Sub-Investment Advisory Agreement between Ernst and
National Mutual Funds Management (Global) Ltd., with respect to Allocation
Fund (to be voted on by shareholders of Allocation Fund only.)
3. To transact such other business as may properly come beforetransacted which might
have been transacted at the Meeting including any adjournment thereof.
as originally called.
The Board of Trustees of Coventrythe Fund has fixed the close of business on December 5, 1997March
10, 2000 as the record date ("Record Date") for determining shareholders
entitled to notice of and to vote at the Meeting includingand at any adjournmentadjournments
thereof. By OrderThe number of the Boardoutstanding shares of Trustees
George L. Stevens
SECRETARY
THE ERNST WORLD FUNDS
THE ERNST GLOBAL ASSET ALLOCATION FUND
THE ERNST ASIA FUND
THE ERNST GLOBAL RESOURCES FUND
3435 STELZER ROAD
COLUMBUS, OHIO 43219
PROXY STATEMENT
This Proxy Statement provides information concerning matters indicated in
the preceding Notice that will be presented for action at a special meeting
("Meeting") of shareholders of the three portfolios of The Ernst World Funds-
The Ernst Global Asset Allocation Fund ("Allocation Fund"), The Ernst Asia
Fund ("Asia Fund") and The Ernst Global Resources Fund ("Resources Fund")
(collectively, "Funds") to be held January 14, 1998 at 9:00 a.m., or on such
date(s) and times to which the Meeting is adjourned, at the offices of the
Funds' administrator, BISYS Fund Services, Inc., 3435 Stelzer Road, Columbus,
Ohio 43219. The Funds are portfolios of The Coventry Group ("Coventry"), a
registered investment company. THE FUNDS' ANNUAL REPORT, INCLUDING AUDITED
FINANCIAL STATEMENTS, FOR ITS FISCAL YEAR ENDED MARCH 31, 1997, AND ITS
SEMIANNUAL REPORT, INCLUDING UNAUDITED FINANCIAL STATEMENTS, FOR THE PERIOD
ENDED SEPTEMBER 30, 1997 ARE AVAILABLE UPON REQUEST WITHOUT CHARGE FROM THE
ERNST WORLD FUNDS, 3435 STELZER ROAD, COLUMBUS, OHIO 43219, OR BY CALLING
1-800-672-4797. The approximate date of mailing of this Proxy Statement is
December 19, 1997.
The matters to be voted on at the Meeting arise because of the impending
acquisition ("Acquisition") of Ernst & Company ("Ernst"), the Funds' investment
adviser, by Investec Group ("Investec"), a South African investment banking
firm. The Acquisition, which requires regulatory approval in both the United
States and South Africa, is expected to be effected in January, 1998. The
Acquisition will cause an immediate termination of the Funds' Investment
Advisory Agreement with Ernst and of the Sub-Investment Advisory Agreements
between Ernst and each of the Fund's sub-investment advisers, as described more
fully herein. Shareholders will therefore be asked to vote on a new Investment
Advisory Agreement with Ernst and new Sub-Investment Advisory Agreements with
the current sub-investment advisers of each of the Funds. (The Investment
Advisory Agreement and the Sub-Investment Advisory Agreements are herein after
collectively referred to as "Agreements.") The following table describes each
Proposal that will be presented at the Meeting and indicates on which Proposals
shareholders of each Fund will be asked to vote.
PROPOSAL WHO WILL VOTE
Proposal 1. Approval of a new Investment shareholders of each Fund, voting
Advisory Agreement between The Coventry separately
Group and Ernst & Company
on behalf of the Funds
Proposal 2a. Approval of a new Sub- Asia Fund shareholders only
Investment Advisory Agreement between
Ernst & Company and Koeneman Capital
Management Pte Ltd. with respect to
Ernst Asia Fund
Proposal 2b. Approval of a new Sub- Resources Fund shareholders only
Investment Advisory Agreement between
Ernst & Company and National Mutual
Funds Management (Global) Ltd. with
respect to Ernst Global Resources Fund
Proposal 2c. Approval of a New Sub- Allocation Fund shareholders only
Investment Advisory Agreement between
Ernst & Company and National Mutual
Funds Management (Global) Ltd. with
respect to Ernst Global Asset
Allocation Fund
VOTING
Shareholders of record for each Fund as of the closeRecord Date
was 1,632,547,294.
Voting
Approval of business on
December 5, 1997 ("Record Date") are entitled toeach Proposal described herein requires the affirmative vote at the Meeting and at any
adjournment thereof on matters submitted to shareholders of that Fund.
Shareholders have one vote for each share held in a Fund, and a fractional vote
for each fraction of a share held in that Fund, on each matter submitted to
shareholders of the Fund. The presence at the Meeting, in person or by proxy, of
a majority of the Fund's outstanding shares which is defined in the 1940 Act
to mean the vote (i) of a Fund constitutes a quorum,
permitting action on matters related to that Fund. On67 percent or more of the Record Date,voting securities present at
the following numbersmeeting if the holders of shares were outstanding for each Fund:
NAME OF FUND SHARES OUTSTANDING
Ernst Asia Fund 601,764.632
Ernst Global Resources Fund 1,050,198.692
Ernst Global Asset Allocation Fund 596,669.839
Approval of each Proposal requires the affirmative vote, as to each
affected Fund, of a majoritymore than 50 percent of the outstanding voting
securities of that Fund.
For this purpose, under applicable law, "vote of a majority of the outstanding
voting securities" of a Fund means the vote of (A) 67% or more of the voting
securities of the Fund present at the Meeting, if the holders of more
than 50% of the outstanding voting securities of that Fund are present or represented by proxy;proxy, or (B)(ii) of more
than 50%50 percent of the outstanding voting securities of the Fund, whichever is
less. All shares represented by the enclosed form of proxy will be voted in
accordance with the instructions indicated on the proxy if it is completed,
dated, signed and returned in time to be voted at the Meeting and is not
subsequently revoked. If the proxy is returned properly signed and dated, but
no instructions are given as to a Proposal, the shares represented will be
voted in favor of each of
the proposals.that Proposal. Any proxy
may be revoked by the timely submission of a properly executed, subsequent proxy,subsequently
dated proxy; by delivery to the Fund of a timely written revocation; or
otherwise by giving notice of revocation or by an oral
revocation or vote at the Meetingin open meeting prior to the
finalization of the vote on a particular proposal.Proposal. Execution and submission of a proxy
does not affect a shareholder's right to attend the Meeting in person. Due to applicable legal
requirements that the proposals presented in this Proxy Statement must be
approved by specified percentages of a Fund's outstanding shares in order to be
adopted, an abstention by a shareholder from voting on a particular proposal,
either by proxy or in person at the Meeting, will have the same effect as a
negative vote as to that matter. Shares that are held by a broker-dealer or
other fiduciary as record owner for the account of a beneficial owner will be
counted forFor
purposes of determining the presence of a quorum for transacting business at
the Meeting, abstentions and broker "non-votes" will be treated as votes on
particular proposals ifshares that
are present but that have not been voted. Broker non-votes are proxies
received by the Fund from brokers or nominees who have neither received
instructions from the beneficial owner has executed and timely delivered
the necessary instructions for the record owneror other persons entitled to attend the Meeting and vote the shares, or if the record owner has, and exercises, discretionary voting
power. If the record owner does notnor
have discretionary voting power as to vote on a particular proposal, but grants a proxy for, or votes, the shares, those shares
will be counted toward the quorum butmatter. Abstentions and
broker non-votes will have the effect of a negative"no" vote ason Proposals 1 and 2.
In addition to that proposal.
All costs associated with the Meeting, including the expensessolicitation of preparing,
printing and distributing the Proxy Statement, and legal expenses, will be borneproxies by Ernst.
The Board of Trustees may seek one or more adjournmentsuse of the Meeting if
necessary to obtain a quorum or to obtain the vote required for approval of one
or more proposals. A votemail, proxies may
be taken at the Meeting, including any
adjournment, on any proposal for which there are sufficient votes even though
the Meeting is adjourned as to other proposals.
THE ACQUISTION
Ernst and Investec publicly announced on November 12, 1997 that they had
entered into a definitive agreement of merger pursuant to which Ernst would be
acquiredsolicited by Investec. The Acquisition is expected to be effected by the end of
January, 1998. The Acquisition is not expected to change the operations of
Ernst and material personnel changes are not anticipated. Therefore, the
Acquisition is expected to have no immediate effect on the Funds or the services
provided by Ernst to the Funds. Over the longer term, the effectsofficers of the Acquisition may be to enhance the resources that Ernst can make available to its
clients, through the asset management, international securities researchFund, or by officers and other financial services available from Investec.
INVESTEC
Investec, organized in 1974, is the leading investment banking group in
South Africa and is the fifth largest capitalized banking group in sub-Saharan
Africa. Investec is oneemployees of the
top 20 companies listed onFund's investment adviser and administrator, personally or by telephone or
telegraph, without special compensation.
The annual report for the Johannesburg
Stock Exchange and is rated among the top 400 banks in the world. It is South
Africa's leading specialist investment and private banking group. In its
financialFund's fiscal year ended March 31, 1997, Investec recorded attributable earnings of
US$80 million, with assets of US$13.4 billion and total assets under management
of US$29.3 billion. Investec's international operations include Investec Bank
(UK) Limited, Clive Securities Group, Investec Bank (Jersey) Limited, Carr
Sheppards (a stockbroking and private client portfolio management firm) and
Investec Bank Australia. Investec also controls Israel, General Bank Limited,
and recently acquired Banque Privee Edmond de Rothschild (Ocean Indean Ltee) in
Mauritius. It also owns 10% of the Netherlands financial services firm,
Insinger Group.
Investec's acquisition of Ernst2000 will not
be Investec's first major entry into
the U.S. financial markets and will enable Investec to offer a U.S. presence in
connection with its international securities trading and distribution services
to South African and international clients.
ERNST
Ernst, the Funds' investment adviser, is (and will continue to be after the
Acquisition) located at One Battery Park Plaza, New York, New York 10004. Ernst
is a registered broker-dealer and is registered with the Securities and Exchange
Commission as an investment adviser. Ernst currently manages assets of about
$52 million in additionavailable prior to the Funds. Ernst is a member of the New York Stock
Exchange and of each other major U.S. stock exchange and provides broker-dealer
services to institutions and, through its correspondent broker-dealer firms, to
individual clients. These business activities of Ernst will continue after the
Acquisition.
THE SUB-INVESTMENT ADVISERS
National Mutual Funds Management (Global), Ltd. ("NMFM"), 447 Collins
Street, Melbourne, Australia 3000, serves as sub-investment adviser to
Allocation Fund and Resources Fund. NMFM is a subsidiary of National Mutual
Life of Australia Ltd., one of the world's largest insurance companies. Through
its parent company, NMFM has managed assets for 126 years, NMFM and its
affiliated companies now manage over $20.4 billion in assets. NMFM has access
to global money management resources through affiliates in Japan, Hong Kong, New
Zealand and the United States.
NMFM is wholly owned by National Mutual Holdings Limited, 447 Collins
Street, Melbourne, Australia 3000, which in turn is 51% owned by AXA UAP., one
of the world's largest insurance companies.
A wholly owned subsidiary of NMFM is the beneficial owner of 18.56% of
the total outstanding shares of Koeneman Capital Management, Pte, Ltd,
sub-investment adviser to Asia Fund (see below).
Koeneman Capital Management Pte Ltd, ("KCM"), 6 Raffles Quay #13-01/07,
John Hancock Tower, Singapore 048580, serves as sub-investment adviser to Asia
Fund. KCM began operating as an institutional investment management company in
1989 and specializes in managing international equities and currencies for a
variety of financial institutions, sovereign investors and endowment funds in
Australia, Singapore and the United States. KCM is registered as an investment
adviser with both the U.S. Securities and Exchange Commission and the Monetary
Authority of Singapore. KCM currently has approximately $250 million in assets
under management.
In addition to ownership interests of NMFM and of certain directors of KCM
(see "Other Information," below), the following own 10% or more of the
outstanding voting securities of KCM: BNB Holdings (Pty) Ltd. (12.5%) 525
Collins Street, Melbourne, Australia 3000 and Geoffrey Wong (10.0%) 46 Duchess
Walk, Singapore 268953.
EVALUATION BY THE BOARD OF TRUSTEES
At a meeting held December 3, 1997, the Board of Trustees reviewed
information presented to them regarding the proposed merger and about
Investec. They considered the implications of the merger for Ernst and the
Funds. Information reviewed by the Trustees also included information about
Ernst and each of the Sub-Advisers, information regarding fees paid to Ernst
and the Sub-Advisers and about reimbursements of those fees and information
comparing the Funds' fees and expenses to those of comparable funds.Meeting. The Trustees received assurances that the merger would not cause any change in
the nature or quality of services provided by Ernst to the Funds and that
there would be no change in the rate of fees to be paid to Ernst for those
services. There also would be no change in any of the sub-investment
advisory arrangementsmost recent available annual report for
the Funds. The Trustees noted that the merger
could make available a wider range of capabilities and resources to Ernst and
to its clients which could ultimately benefit the Funds.
The Trustees were advised that Investec and Ernst would rely on Section
15(f) under the Investment Company Act of 1940 ("1940 Act"), which provides a
non-exclusive safe harbor for an investment adviser to an investment company,
and any affiliated person (as defined in the 1940 Act), to receive any amount or
benefit in connection with a change in control of the investment adviser so long
as two conditions are met. As applicable to the Funds, these conditions are as
follows. First, for a period of three years after the Acquisition, at least 75%
of the Trustees must be persons who are not "interested persons" of Ernst,
either before or after the Acquisition. In this regard, the Trustees noted that
none of the Trustees is, or will be after the
Acquisition, "interested persons" of Ernst. The second condition requires that,
for a period of two years after the Acquisition, there must not be imposed upon
the Funds any "unfair burden" as a result of the Acquisition or any express or
implied terms, conditions or understandings related to the Acquisition. An
"unfair burden" would include any arrangement whereby Ernst, or any interested
person of Ernst, would receive or be entitled to receive any compensation,
directly or indirectly, from the Funds or their shareholders (other than fees
for bona fide investment advisory or other services) or from any person in
connection with the purchase or sale of securities or other property to, from or
on behalf of, the Funds (other than bona fide ordinary compensation as principal
underwriter for the Funds). The Trustees concluded, based on their review of
the information presented at the meeting,Fund, including the terms of the proposed
Investment Advisory Agreement and Sub-Investment Advisory Agreements, that no
special compensation arrangements were contemplated that would impose new
burdens on the Funds. They also noted that Ernst would bear the expenses
related to obtaining shareholder approval for the proposed new Agreements and
that no costs regarding the Acquisition would be imposed on the Funds.
The Trustees reviewed the qualifications of Ernst, KCM and NMFM, and
considered the nature and quality of services that had been, and would continue
to be, provided to the Funds by each of these firms pursuant to the Agreements.
They considered information regarding the Funds' performance relative to the
performance of other comparable funds and market indices. They considered the
rates of compensation payable under the new Agreements and other benefits that
might flow to Ernst, KCM and NMFM as a result of their relationships with the
Funds. They considered the fees and expenses of the Funds relative to those of
other funds for comparable services. The Trustees noted that the terms of the
Agreements would not change, except for the date and term and certain updating
changes, and concluded that the terms of all the Agreements continued to be fair
and reasonable.
In determining to approve the new Agreements, the Trustees placed
particular weight on the desirability of maintaining continuity of service, and
of quality of service, for the Funds and on the fact that there would be no
change in the operative terms of the new Agreements or in the entities providing
investment advisory and sub-investment advisory services to the Funds. The
Trustees, including the non-interested Trustees, therefore unanimously approved
the new Agreements, to take effect upon the effectiveness of the Acquisition,
subject to shareholder approval. They also determined to recommend that
shareholders vote to approve the new Agreements.
PROPOSAL 1
APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENT
The proposed Investment Advisory Agreement between Coventry and Ernst with
respect to the Funds is substantially identical to the current Investment
Advisory Agreement, except for the date and term and the elimination of
references to state expense limitation rules, which are no longer applicable to
the Funds. A copy of the proposed Investment Advisory Agreement is attached as
Exhibit A hereto, and references in the following discussion to that agreement
are qualified in their entirety by reference to Exhibit A. (The current and
proposed Investment Advisory Agreements are referred to in the following
discussion as "Advisory Agreements".)
The Advisory Agreements provide that, subject to the supervision of the
Trustees, Ernst will provide a continuous investment program for the Funds in
accordance with the investment objectives, policies and restrictions of each
Fund and applicable resolutions of the Trustees. Subject to required approval
by the Trustees and shareholders, Ernst is also permitted to retain subadvisers
to provide certain services contemplated by the Advisory Agreements. (See
Proposals 2a, 2b and 2c, below.) The appointment of a subadviser does not
relieve Ernst of its obligations under the Advisory Agreements and Ernst has
certain responsibilities for the acts of any subadvisers and for assuring that
subadvisers have the legal authority to provide subadvisory services without
violating applicable law and regulations. The Advisory Agreements acknowledge
that Ernst may provide similar services to others so long as such provision does
not impair its services under the Advisory Agreements.
The Advisory Agreements provide that Ernst will place orders with the
issuer or broker-dealers for the Funds' securities transactions, and in
selecting broker-dealers, will attempt to obtain prompt and effective execution
at the most favorable price. Consistent with this standard, broker-dealers may
be selected who provide research and other services to Ernst. Ernst also agrees
to maintain the Funds' books and records.
Ernst agrees to pay all expenses in connection with its activities pursuant
to the Advisory Agreements, except for the cost of securities and transactions
costs for the Funds. As compensation for its services and expenses assumed
under the Advisory Agreements, Ernst receives fees at the following annual rates
based on the average daily net assets of the Funds: Asia Fund, 1.00%; Resources
Fund, 1.00%; Allocation Fund, 1.10%. (Fee rates are also provided for two
series that have never become active and for which no fees have been paid.
Ernst pays the fees to the Sub-Advisers under the Sub-Investment Advisory
Agreements. See Proposals 2a, 2b and 2c.) The current Advisory Agreement also
contains provisions obligating Ernst to reimburse the Funds for a portion of
Fund expenses that are in excess of applicable expense limitations imposed by a
state. This provision is eliminated from the proposed Advisory
Agreement because such state expense limitations are no longer applicable to the
Funds (or, generally, to any registered investment company.)
The Advisory Agreements limit the liability of Ernst for errors of judgment
or mistakes of law or losses suffered by the Funds to cases in which the loss
results from a breach of fiduciary duty with respect to receipt of compensation
for services or from Ernst's willful misfeasance, bad faith or gross negligence
in the performance of its duties, or from Ernst's reckless disregard of its
duties, under the Advisory Agreements. The Advisory Agreements also provide
that the Trustees, shareholders and representatives of the Trust shall not have
personal liability for the obligations of Coventry, which bind only the assets
of particular series of Coventry.
The Advisory Agreements apply to specified series of Coventry in existence
on the date of the Advisory Agreement or subsequently added. After an initial
two-year term, the Advisory Agreements continue with respect to each Fund
provided they are approved at least annually by a majority of the Funds'
disinterested Trustees and by either a majority of the full Board of Trustees or
a majority of the particular Fund's outstanding shares (as defined in the 1940
Act). The Advisory Agreements may be terminated as to a particular Fund at any
time without penalty on sixty days' written notice by vote of the Trustees or a
majority of the Fund's shares, or by Ernst. Each Advisory Agreement will
terminate immediately in the event of its assignment.
The current Advisory Agreement was approved by the Trustees as to Asia Fund
and Resources Fund on October 27, 1995, and as to Allocation Fund, on February
5, 1996. It was approved by the sole shareholders of Asia Fund and Resources
Fund on August 17, 1995 and by the sole shareholder of Allocation Fund on
November 16, 1995. The current Advisory Agreement was last reapproved by the
Trustees with respect to Asia Fund and Resources Fund at a meeting held February
28, 1997, and with respect to Allocation Fund, at a meeting held November 13,
1997. The following table indicates,financial statements, for the fiscal year ended March 31,
1997,
fees earned1999, has been mailed previously to its shareholders. You have also received a
report containing unaudited financial statements, for the fiscal half-year
period ended September 30, 1999. If you have not received either of these
reports or would like to receive additional copies free of charge, please
contact the Fund at the address set forth on the first page of this proxy
statement or by Ernst for eachcalling 1-877-945-3863 and it will be sent within three
business days by first class mail.
PROPOSAL I
APPROVAL OF AN AMENDMENT TO THE FUND'S
INVESTMENT ADVISORY AGREEMENT
The Board of Trustees of the Fund is proposing that shareholders approve an
amendment to the Fund's Investment Advisory Agreement (the "Amended
Agreement") to be entered into between The Coventry Group, on behalf of the
Fund, and the amountsAdviser. A form of these fees that were
waived or assumed by Ernstthe Amended Agreement is attached hereto as
Exhibit A. The Adviser currently serves as investment adviser for the Fund
pursuant to a voluntary agreement by Ernst to limit
the Funds' operating expenses:
FUND FEES EARNED FEES WAIVED/ASSUMED
Asia Fund $60,569 $14,717
Resources Fund $102,553 $26,057
Allocation Fund (1) $43,877 $0
- --------------------------
(1) Commencement of operations, July 2, 1996.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS OF EACH FUND VOTE FOR
PROPOSAL 1.
PROPOSALS 2a, 2b AND 2c
APPROVAL OF NEW SUB-INVESTMENT ADVISORY AGREEMENTS
PROPOSAL 2a: APPROVAL OF A NEW SUB-INVESTMENT ADVISORY AGREEMENT BETWEEN ERNST
AND KOENEMAN CAPITAL MANAGEMENT PTE LTD., WITH RESPECT TO ASIA FUND
PROPOSAL 2b: APPROVAL OF A NEW SUB-INVESTMENT ADVISORY AGREEMENT BETWEEN ERNST
AND NATIONAL MUTUAL FUNDS MANAGEMENT (GLOBAL), LTD., WITH RESPECT TO RESOURCES
FUND
PROPOSAL 2c: APPROVAL OF A NEW SUB-INVESTMENT ADVISORY AGREEMENT BETWEEN ERNST
AND NATIONAL MUTUAL FUNDS MANAGEMENT (GLOBAL), LTD., WITH RESPECT TO ALLOCATION
FUND
Pursuant to authority under the currentexisting Investment Advisory Agreement Ernst hasbetween the Funds and
the Adviser (the "Current Agreement"). It is proposed that the Amended
Agreement be entered into as soon as practicable after the following Sub-Advisory AgreementsMeeting, if it is
approved by shareholders.
The only difference between the Amended Agreement and the Current Agreement
is that the Amended Agreement specifically permits the Adviser, at its own
expense, to delegate to a sub-adviser, such responsibilities and may be
specified in an agreement with respectsuch sub-adviser, subject to eachsuch approvals by
the Trustees and shareholders as are required by the Investment Company Act of
1940 (the "1940 Act"). In the Funds:event the Adviser does so delegate to a sub-
adviser, the Adviser is also responsible for supervising the sub-adviser's
activities and performance, and for taking reasonable steps to assure that the
sub-adviser complies with KCM (dated October 27, 1995) with respectthe Fund's investment policies and procedures and
applicable legal requirements. The Adviser also has responsibility for
reporting to Asia Fund; with
NMFM (dated October 27, 1997) with respect to Resources Fund;the Trustees regarding these matters, and with NMFM
(dated February 5, 1996) with respect to Allocation Fund. Eachthe Adviser is
responsible for paying the fees of any sub-adviser. Except for the proposed Sub-Investment Advisory Agreementssub-adviser
provisions described above, the Amended Agreement is substantially identical
to the respective currentCurrent Agreement except for its date and term. Management of the Fund
made a proposal to the Trustees at a meeting held on February 17, 2000 for the
adoption of the Amended Agreement as well as for the adoption of the sub-
investment advisory agreement described under Proposal II. The Trustees at
this meeting, including all of the Trustees who are not "interested persons"
of the Fund, as that term is defined in the Investment Company Act of 1940
("Independent Trustees"), accepted the recommendation for the adoption of the
Amended Agreement (and the sub-investment advisory agreement) and the Trustees
are recommending that shareholders approve the Amended Agreement.
2
1. The Current Agreement and the Amended Agreement
Under the terms of the Current Agreement, the Adviser manages the Fund's
investments and Fund pays the Adviser an investment advisory fee at an annual
rate of 1.00% of the Fund's average daily net assets. Under the terms of the
Amended Agreement, the fees payable to the Adviser will remain the same. As
noted earlier, the Adviser will pay the fees of the sub-adviser. Other
provisions of the Current Agreement and the Amended Agreement describe the
Adviser's duties and responsibilities for the Fund, indicate those expenses
that will be borne by the Adviser in connection with these services, reserve
to the Adviser rights to the name "Willamette" and deal with other matters
typical of this type of contract. See Exhibit A.
Under a separate Expense Limitation agreement, the Adviser agreed to reduce
its fee and reimburse the Fund to the extent necessary to limit the Fund's
overall expense ratio to an annual rate of 2.90% for the period from February
1, 1999 to March 31, 1999 and to an annual rate of 2.75% for the period from
April 1, 1999 to March 31, 2000. For a period up to two years after the above
limitation periods, the Fund has agreed to pay the Adviser the amount of fees
and reimbursements that, if not for the above limitation, would have been
payable or reimbursable to the Adviser, provided that the Fund's operating
expenses, without regard to such repayment or reimbursements, are at an annual
rate (as a percentage of the Fund's average daily net assets) of 2.75% or
less. Additionally, the Fund will not make repayments or reimbursements in an
amount that would cause the Fund's total operating expenses to exceed the
2.75% annual expense limitation. Under the advisory fee reduction and
reimbursement provisions of the Expense Limitation Agreement, the Adviser made
payments of $4,000 for the period ended March 31, 1999 and it is anticipated
that the Advisor will make payments of approximately $50,918 for the year
ended March 31, 2000. The Advisor has not been yet able to recoup any of this
amount.
As of the date hereof, the Adviser does not provide investment advisory
services to any investment companies other than the Fund.
Required Vote
The approval of the Amended Agreement requires the affirmative vote of a
majority of the Fund's outstanding voting securities, which, for these
purposes, means the vote (i) of 67 percent or more of the voting securities
present at the meeting, if the holders of more than 50 percent of the
outstanding voting securities of the Fund are present or represented by proxy,
or (ii) of more than 50 percent of the outstanding voting securities of the
Fund, whichever is less.
THE BOARD OF TRUSTEES OF THE TRUST,
INCLUDING THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMEND APPROVAL
OF PROPOSAL I.
3
PROPOSAL II
APPROVAL OF SUB-INVESTMENT ADVISORY AGREEMENT
The Board of Trustees of the Fund is proposing that shareholders approve a
new Sub-Investment Advisory Agreement except for the date and
term. and, except as otherwise indicated below, each("Sub-Advisory Agreement") to be entered
into among The Coventry Group, on behalf of the currentFund, the Adviser and proposed Sub-Investment Advisory AgreementsThe Bank
of New York ("Sub-Investment Advisory
Agreements) is similar to the others.Sub-Adviser"). A copyform of the forms of the proposed
Sub-Investment AdvisorySub-Advisory Agreement areis attached
hereto as Exhibits B, C and D hereto,
and references in the following discussion to the proposed Sub-Investment
Advisory Agreements are qualified in their entirety by reference to Exhibits
B, C and D, as applicable. (KCM and NMFM are referred to herein as
"Sub-Advisers.")
Each Sub-Adviser is subject to the supervision of Ernst and the Trustees.
Each Sub-Investment AdvisoryExhibit B.
The Sub-Advisory Agreement provides that each Sub-Adviserthe Adviser will provide a continuous investment program forpay to the respective Fund in accordance
with the investment objectives, policies and restrictions of that Fund and
resolutionsSub-
Adviser, out of the Trustees. Each Sub-Investment Advisory Agreement
acknowledgesAdviser's own resources and at no additional cost to the
Fund, a sub-advisory fee at the following annual rates: (a) for that portion
of the respective Sub-Adviser may provide similar servicesFund's portfolio, generally 50% of the Fund's assets, that is invested
in the ten highest dividend yielding stocks in the Dow Jones Industrial
Average, the annual fee rate is equal to others so long as such provision does not impair its servicesthe following percentages of the
Fund's average daily net assets--0.10% on assets up to $50,000,000; 0.07% on
assets from $50,000,001 to $100,000,000; 0.05% on assets in excess of
$100,000,000, with a minimum annual fee of $10,000 for this portion of the
Fund's portfolio; (b) for that portion of the Fund's portfolio, generally 50%
of the Fund's assets, that is actively managed, the annual fee rate is equal
to 0.45%, with a minimum annual fee of $10,000. More information about the two
portions of the Fund's portfolio is provided below under "Changes in the
Sub-Investment Advisory Agreement.
Each Sub-Investment AdvisoryFund's Investment Policies:"
The Sub-Advisory Agreement provides that the Sub-Adviser will, subject to
the supervision of the Adviser and the Trustees, provide a program of
continuous investment management for the Fund in accordance with the Fund's
investment objective, policies and limitations, as they may be amended from
time to time. The Sub-Adviser will make investment decisions for the Fund and
place orders with the issuer or broker-dealers for the Funds' securities
transactions,Fund's portfolio transactions. The Sub-Advisory Agreement
also contains an acknowledgment by the Sub-Adviser of the Adviser's
supervisory responsibilities and obligations to report to the Trustees
regarding the Sub-Adviser's activities and an agreement that the Sub-Adviser
will facilitate the Adviser's supervisory activities. In other respects, the
provisions of the Sub-Advisory Agreement are generally comparable to those of
the amended investment advisory agreement. See Proposal I and Exhibits A and
B.
2. The Trustees' Considerations and Recommendations
In approving the Amended Agreement and the Sub-Advisory Agreement and
determining to submit them to shareholders for approval, the Trustees,
including all the Independent Trustees, concluded that the compensation to be
paid by the Fund to the Adviser under the Amended Agreement is fair and
reasonable. They also determined that the compensation to be paid by the
Adviser to the Sub-Adviser under the Sub-Advisory Agreement was fair and
reasonable. In making this determination, the Trustees considered several
factors, including: (1) the investment management fees payable under the
Current Agreement and those payable under the Amended Agreement and the fact
that these fees would not change; (2) the fact that the fees to the Sub-
Adviser under the Sub-Advisory Agreement would be paid by the Adviser at no
additional cost to the Fund; (3) the efforts and expenses of the Adviser and
the Sub-Adviser in selecting broker-dealers, will attempt to obtain prompt and
effective execution at the most favorable price. Consistent with this standard,
broker-dealers may be selected who provide research and otherrendering their services to the Sub-Adviser. EachFund; (4) the nature,
quality and extent of the services as currently provided by the Adviser to the
Funds and as to be provided by the Adviser under the Amended Agreement; (5)
the nature and quality of the services to be provided by the Sub-Adviser also agrees to
maintain the respectiveFund under the Sub-Advisory Agreement; (6) the experience, background,
capabilities and general reputation of the Adviser and Sub-Adviser, including
the Sub-Adviser's services to Willamette Small Cap Growth Fund; and (7) the
fees charged by investment managers operating funds with similar investment
objectives.
4
In the event that the Amended Agreement and/or the Sub-Advisory Agreement
are not approved by the shareholders, the Adviser will continue to provide
portfolio management services for the Fund under the current agreement and
Trustees will consider what other action is appropriate based upon their
determination of the best interests of the shareholders.
Changes in the Fund's books and records.
Investment Policies
The Sub-Investment Advisory Agreement with KCM with respect to Asia Fund
contains additional provisions regarding confidentiality of certain information,
the use of Mitsubishi Global Custody,Trustees have approved, and the applicabilityFund expects to implement, certain
changes to the Fund's investment policies. These changes will begin to be put
in place after the Sub-Adviser begins its portfolio management activities for
the Fund, transactionsalthough full implementation is expected to take at least two
months. These changes are currently not expected to materially increase the
Fund's transaction costs above those that would otherwise be incurred in the
regular rebalancing of the rulesFund's portfolio. In the event Proposals described
in this Proxy Statement are not approved, the Trustees will determine whether
the changes will be implemented or whether some alternative policies should be
considered.
Under the Fund's current investment policies, about one-half of marketsthe Fund's
total assets, under normal conditions, are invested in the ten highest
dividend-yielding stocks in the Dow Jones Industrial Average ("DJIA"). The
other half of the Fund's total assets are normally allocated to certain New
York Stock Exchange ("NYSE") listed issuers that are not included in the DJIA.
Stocks in this NYSE group are selected by identifying the 400 largest
capitalized NYSE stocks that are not included in the DJIA, removing the 50
highest dividend yielding stocks from that group and exchanges on which Fund transactions are effected.
This agreement also provides that if Ernst instructs KCM regarding Fund
transactions, KCM shall have no responsibility for actingpurchasing the next 25
highest dividend yielding stocks. Each of these two components of the Fund's
portfolio is rebalanced annually, using the same criteria.
Under the proposed new policies, the DJIA component of the portfolio would
continue to be managed as it is under the current policies. However, the other
component of the portfolio would be actively managed in accordance with those instructions.
Eacha
"value" investment strategy. Thus, under normal market conditions, this
component of the portfolio will be invested primarily in equity securities
that the Sub-Adviser agreesbelieves have certain characteristics of "value" stocks.
These characteristics include: low price to pay all expenses in connection with its
activities pursuantnormalized earnings ratio, above-
average dividend yield, low price relative to net asset value, low valuation
relative to the respective Sub-Investment Advisory Agreement, except
forsecurity's historic average, and other factors. The Adviser
and Sub-Adviser believe that this change will better enable the cost of securities and commodities and related transactions costs forFund to
achieve its investment objective, although there can be no assurance that this
change will be successful or that the particular Fund. As compensation for its services and expenses assumed
under the respective Sub-Investment Advisory Agreement, each Sub-Adviser
receives fees from Ernst at the following annual rates based on the average
daily net assetsFund's performance will improve.
Required Vote
The approval of the respective Fund: Asia Fund's fees to KCM, 0.60%;
Resources Fund's fees to NMFM, 0.60%; Allocation Fund's fees to NMFM, 0.70%.
The Advisory Agreements limitSub-Advisory Agreement requires the liabilityaffirmative vote of Ernst for errors of judgment
or mistakes of law or losses suffered by the Funds to cases in which the loss
results from a breach of fiduciary duty with respect to receipt of compensation
for services or from Ernst's willful misfeasance, bad faith or gross negligence
in the performance of its duties, or from Ernst's reckless disregard of its
duties, under the Advisory Agreements. (The Sub-Investment Advisory Agreements
with NMFM acknowledge that these limitations do not waive or limit rights that
Coventry, the particular Fund or the Adviser may have under laws that may impose
liability on persons who act in good faith.) The Sub-Investment Advisory
Agreements also provide that the Trustees, shareholders and representatives of
the Trust shall not have personal liability for the obligations of Coventry,
which bind only the assets of the particular series of Coventry.
Each of the Sub-Investment Advisory Agreements provides that the assets
of the particular Fund shall at all times be maintained with the Fund's
custodian. (The Sub-Investment Advisory Agreement with KCM with respect to
Asia Fund additionally specifically clarifies that (a) dividends, interest,
distributions and bonus and scrip issues with respect to the securities of
Asia Fund will be collected by the Fund's custodian and (b) Ernst and the
Trustees will notify KCM as soon as practicable if the total assets of Asia
Fund decrease to less than one million Singapore dollars or the equivalent
in another currency.)
Each Sub-Investment Advisory Agreement provides for an initial two-year
term, and each Sub-Investment Advisory Agreement will continue with respect to
the particular Fund provided it is approved at least annually by
a majority of the Fund's disinterested Trustees and by either a majorityoutstanding voting securities, which, for these
purposes, means the vote (i) of 67 percent or more of the full Boardvoting securities
present at the meeting, if the holders of Trustees or a majoritymore than 50 percent of the
particular Fund's outstanding shares (as defined
in the 1940 Act). Each Sub-Investment Advisory Agreement may be terminated as
to the particular Fund at any time without penalty on sixty days' written notice
by the Sub-Adviser, by votevoting securities of the TrusteesFund are present or a majorityrepresented by proxy,
or (ii) of more than 50 percent of the Fund's shares,
or by Ernst. Each Sub-Investment Advisory Agreement will terminate immediately
inoutstanding voting securities of the
event of its assignment.
The current Sub-Investment Advisory Agreements were approved by the
Trustees as to Asia Fund, and Resources Fund on October 27, 1995, and as to
Allocation Fund, on February 5, 1996. Each was approved by the sole
shareholders of Asia Fund and Resources Fund on August 17, 1995 and by the
sole shareholder of Allocation Fund on November 16, 1995. The current
Sub-Investment Advisory Agreements for Asia Fund and Resources Fund were last
reapproved by the Trustees at a meeting held February 28, 1997, and the
Sub-Investment Advisory Agreement for Allocation was last reapproved at a
meeting held November 13, 1997. The following table indicates fees for the
fiscal year ended March 31, 1997, earned by each Sub-Adviser for each Fund
(which fees are paid by Ernst) and the amounts of these fees that were waived
or assumed by the particular Sub-Adviser.
FUND FEES EARNED FEES WAIVED/ASSUMED
Asia Fund (KCM) $36,341 $32,302
Resources Fund (NMFM) $9,918 $7,152
Allocation Fund (2) (NMFM) $27,922 $27,922whichever is less.
THE BOARD OF TRUSTEES RECOMMENDS THATOF THE SHAREHOLDERSTRUST,
INCLUDING THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMEND APPROVAL
OF ASIA FUND,
RESOURCES FUND AND ALLOCATION FUND, RESPECTIVELY, VOTE FOR PROPOSALS 2a, 2b AND
2c, RESPECTIVELY.
OTHER INFORMATIONPROPOSAL II.
5
PRINCIPAL OFFICERS AND DIRECTORS OR PARTNERSHOLDERS OF ERNST AND THE SUB-ADVISERS
The name and principal occupationVOTING SECURITIES
There was no person or group known to the Fund to be the beneficial owner of
more than 5% of the principal executive officers and
directors or principal partnersFund's outstanding voting securities as of Ernst, KCM and NMFM are as indicated in the
following table
ERNST
NAME PRINCIPAL OCCUPATION
William P. Behrens Director and Chief Executive Officer, Ernst
Daniel Cristofano Director and Chief Operating Officer, Ernst
Robert Bonelli Director and Chief Financial Officer, Ernst
Lionel C. Bandler Director and Corporate Secretary, Ernst
Alexander Wohlgemuth Director and Vice Chairman, Ernst
Robert M. Arias Director and Executive Vice President, Ernst
Gery Sperling Director and Executive Vice President, Ernst
- -----------------
(2) Commencement of operations, July 2, 1996.
G. Thomas Andes Director, Ernst; Chief Executive Officer,
Magna Group, Inc. (1401 S. Brentwood
Boulevard, St. Louis, MO 63144)
William C. Stafford Director, Ernst (525 Cabin Grove Lane,
St. Louis MO 63141)
J. William Burdett Director, Ernst; Chairman, Burdett
Buckeridge & Young Ltd. (525 Collins
Street, Melbourne, Australia 3000)
Unless otherwise noted, the address of each Ernst Director is One Battery
Park Plaza, new York, NY 10004.
KCM
NAME PRINCIPAL OCCUPATION
J. William Burdett Director, KCM; Chairman, Burdett
Buckeridge & Young, Ltd. (525 Collins
St., Melbourne, Australia 3000)
GDH Hwee Cheng Director and Secretary, KCM
Liew Geok Kee Director, KCM
John K. Koeneman Chairman and Managing Director, KCM
Pieter Van Wijingaarden Director, KCM; Director NMFM
NMFM
NAME PRINCIPAL OCCUPATION
Geoffrey Allan Tomlinson Chief Executive Officer, National
Mutual Holdings
Samuel Kavourakis Managing Director, NMFM
Richard John Greenfield Executive Director, Investments,
NMFM
Pieter van Wijngaarden Executive Director, Operations,
NMFM
Brian John Pollock Executive Director, Property and
Lending, NMFM
Edward D. Baker Director, NMFM; Director Alliance
Capital Management (555 California
St., San Francisco, CA 94104)
Jean-Pierre Hellebuyck Director, NMFM; Director, AXA Asset
Management (16 Avenue Matignon,
Paris 75008, France
Clinton Henry Starr Executive Director, Marketing and
Sales, NMFM
Lindsay Robert Mann Managing Director, NMFM (Asia) Ltd.
(3708 One Pacific Place, 88
Queensway, Hong Kong)
Yoicho Suzuki Managing Director, NMFM (Japan) Ltd.
(1-3-4 Atago Minato-ku, Tokyo 105,
Japan)
Michael Bargholz Managing Director, NMFM (New Zealand)
Ltd. (80March 10, 2000.
Other Matters
The Terrace, Wellington, New
Zealand 6001)
Unless otherwise indicated, the address of each director of NMFM is 447
Collins Street, Melbourne, Australia 3000.
ADMINISTRATOR AND DISTRIBUTOR
The Funds' administrator and distributor is BISYS Fund Services, 3435
Stelzer Road, Columbus, Ohio 43219.
BENEFICIAL OWNERSHIP OF SHARES OF THE FUNDS
As of December 8, 1997, the following persons beneficially owned 5% or more
of the shares of the Funds:
PERCENTAGE OF
NUMBER OF OUTSTANDING
ASIA FUND SHARES SHARES
----------- -----------
National Mutual Life Association 523,244.997 86.951%
of Australia Ltd.
525 Collins Street
Melbourne, Australia 3000
GLOBAL RESOURCES FUND
National Mutual Life Association 972,579.858 92.609
of Australia Ltd.
525 Collins Street
Melbourne, Australia 3000
GLOBAL ASSET ALLOCATION FUND
National Mutual Life Association 503,514.774 84.387
of Australia Ltd.
525 Collins Street
Melbourne, Australia 3000
Ownership of Fund shares by the Trustees and officers is, in the aggregate,
less than 1% of the outstanding shares of each Fund.
SHAREHOLDER PROPOSALS
Shareholders who wish to submit proposals to be included in a Proxy
Statement for any subsequent meeting of shareholders should send the proposals
in writing to: The Ernst World Funds, 3435 Stelzer Road, Columbus, Ohio 34219
within a reasonable period of time prior to the date on which proxies are
solicited for that meeting. Timely submission of a proposalBoard does not assure
that it will be included.
OTHER BUSINESS
The Trustees are not awarecurrently know of any matters to be presented at the
Meeting other than those describedmentioned in this Proxy Statement. In the event thatIf any such other
matters should be broughtcome properly before the Meeting, each executed proxythe shares represented by proxies
will be deemed to authorize the persons named as proxies in the accompanying form of
proxy to vote on such mattersvoted with respect thereto in accordance with theirthe best judgment in the
interest of each Fund.
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
By Orderjudgement of
the Boardperson or persons voting the proxies.
The Fund does not hold annual or regular meetings of Trusteesits shareholders.
Proposals of shareholders which are intended to be presented at a future
shareholders' meeting must be received by the Fund by a reasonable time prior
to the solicitation of proxies relating to such future meeting. Shareholder
proposals must meet certain requirements and there is no guarantee that any
proposal will be presented at a shareholders' meeting.
Respectfully submitted,
George L. Stevens
SECRETARYSecretary of the Trust
6
EXHIBIT A
THE COVENTRY GROUP
on behalf of
WILLAMETTE VALUE FUND
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made this ____ day of _________, 1998,effective commencing on , 2000 between THE COVENTRY GROUPWillamette Asset
Managers, Inc. (the "Adviser") and The Coventry Group (the "Trust"), on behalf
of Willamette Value Fund (the "Fund").
WHEREAS, the Trust is a Massachusetts business trust having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219,the series type
organized under a Declaration of Trust dated January 8, 1992, (the
"Declaration") and ERNST & COMPANY, a
Delaware corporation (the "Investment Adviser"), having its principal place of
business at One Battery Park Plaza, New York, New York 10004.
WHEREAS, the Trust is registered as an open-end, management investment
company under the Investment Company Act of 1940, as
amended (the "1940 Act");, as an open-end, diversified management investment
company, and the Fund is a new series of the Trust;
WHEREAS, the Trust desireswishes to retain the Investment Adviser to furnishrender 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")Fund, and the Investment Adviser represents that it is willing and possesses legal
authority to so furnish such
services without violationto the Fund;
WHEREAS, the Adviser is registered as an investment adviser under the
Investment Advisers Act of applicable laws
and regulations;1940, as amended ("Advisers Act");
NOW THEREFORE, in consideration of the premisespromises and mutual covenants herein
contained, it is agreed between the parties heretoTrust and the Adviser as follows:
1 . APPOINTMENT.3. Appointment. The Trust hereby appoints the Investment Adviser to act as investment
adviser to the FundsFund for the periodperiods 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 time4. Investment Advisory Duties; Authority to time be addedDelegate to those covered
by this Agreement bySub-Adviser. Subject
to 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 eachsupervision of the following:Trustees of the Trust, the Adviser will (a) provide
a program of continuous investment management for the Trust's Declaration of Trust, dated January 8, 1992, and filedFund in accordance with
the SecretaryFund's investment objectives, policies and limitations as stated in the
Fund's prospectus and Statement of State of Massachusetts on January 8, 1992, and
any and all amendments thereto or restatements thereof (such
Declaration,Additional Information included 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) resolutionspart 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 asStatement 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 they may be 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 supplementswhich shall be
provided to the foregoing.
3. MANAGEMENT; USE OF SUBADVISERS. SubjectAdviser by the Trust; (b) make investment decisions for the
Fund; and (c) place orders to purchase and sell securities for the Fund. The
Adviser is authorized, at its own expense, to delegate to a sub-adviser such
of its responsibilities hereunder as may be specified in an agreement with
such sub-adviser, subject to such approvals by the Trustees and shareholders
of the Fund as are required by the 1940 Act. In the event the Adviser does so
delegate to a sub-adviser, the Adviser is further responsible for supervising
the activities and performance of the sub-adviser, for taking reasonable steps
to assure that the sub-adviser complies with the Fund's investment policies
and procedures and with applicable legal requirements, and for reporting to
the supervision ofTrustees regarding these matters.
In performing its investment management services to the Trust's
Board of Trustees,Fund hereunder, the Investment
Adviser will provide a continuousthe Fund with ongoing investment program forguidance and policy
direction, including oral and written research, analysis, advice, statistical
and economic data and judgments regarding individual investments, general
economic conditions and trends and long-range investment policy. The Adviser
will determine the Funds, including investment researchsecurities, instruments, repurchase
A-1
agreements, options and management with respect to all securities andother investments and cash
equivalents intechniques that the Funds. Subject to appropriate Board of Trustees and
shareholder approval, the Investment Adviser mayFund will
purchase, sell, enter into a contractual
relationship with one or more subadvisers (each a "Subadviser",
collectively the "Subadvisers") concerning the provision of investment
management services contemplated hereunder; provided, however, that the
Investment Adviser shall not be relieved of its obligations under this
Agreement by the appointment of a Subadviseruse, and shall pay the feeswill provide an ongoing evaluation of
the Subadviser, and, provided further, thatFund's portfolio. The Adviser will determine what portion of the Investment AdviserFund's
portfolio shall be responsible, to the extent providedinvested in Section 3(a) and Section 8 hereof,
for all acts of any such Subadviser as if such acts were its own. In each
contract that the Investment Adviser enters into with a Subadviser, the
Investment Adviser shall review the activities of each Subadviser for
purposes of ensuring compliance with each of the representations and
warranties contained herein. A Subadviser, subject to the review of the
Adviser, may determine from time to time the securities and other investments toassets, and what portion
if any, should be purchased, retained or sold by the Funds.held uninvested.
The Investment
Adviser and each Subadviser will provide the services under this Agreement
in accordance with each respective 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:
in performing its duties hereunder, it
will:
(a) will use the same skill and care in providing such services as it uses
in providing services to fiduciary accounts for which it has
investment responsibilities.
(b) will conformcomply with all applicable Rules and Regulations of the
Commission under the 1940 Act and in addition will conduct its
activities under this Agreement in accordanceall rules and regulations thereunder,
the Advisers Act, the Internal Revenue Code (the "Code") and all other
applicable federal and state laws and regulations, and with any applicable
regulations of any governmental authority pertainingprocedures adopted by the Trustees;
(b) use reasonable efforts to manage the Fund so that it will qualify,
and continue to qualify, as a regulated investment advisory activitiescompany under Subchapter
M of the Investment Adviser;Code and regulations issued thereunder;
(c) will place or causeorders pursuant to be placed ordersits investment determinations for the Funds eitherFund
directly with the issuer, or with any broker or dealer. In placing ordersdealer, in accordance with
brokersapplicable policies expressed in the Fund's prospectus and/or Statement of
Additional Information and dealers, the Investment Adviser will attempt to obtain
prompt execution of orders in an effective manner at the most
favorable price. Consistentaccordance with this obligation andapplicable legal
requirements;
(d) furnish to the extent
permitted byTrust, or to 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 toFund's administrator, BISYS Fund
Services, the Investment
Adviser, any Subadviser or any affiliated person of("Administrator") if so directed, whatever statistical
information the Trust BISYS
Fund Services, any Subadviser or the Investment Adviser, except to the
extent permitted by the 1940 Act and the Commission;
(d) will maintain or cause to be maintained all books and recordsmay reasonably request with respect to the securities transactionsFund's
assets or contemplated investments. In addition, the Adviser will keep the
Trust and the Trustees informed of developments materially affecting the
FundsFund's portfolio and shall, on the Adviser's own initiative, furnish to the
Trust from time to time whatever information the Adviser believes
appropriate for this purpose;
(e) make available to the Administrator, and the Trust, promptly upon
their request, such copies of its investment records and ledgers with
respect to the Fund as may be required to assist the Administrator and the
Trust in their compliance with applicable laws and regulations. The Adviser
will furnish the Trusts Board of Trustees with such periodic and special reports regarding
the Fund as they may reasonably request;
(f) immediately notify the BoardTrust in the event that the Adviser or any of
its affiliates: (1) becomes aware that it is subject to a statutory
disqualification that prevents the Adviser from serving as investment
adviser pursuant to this Agreement; or (2) becomes aware that it is the
subject of an administrative proceeding or enforcement action by the
Securities and Exchange Commission ("SEC") or other regulatory authority.
The Adviser further agrees to notify the Trust immediately of any material
fact known to the Adviser respecting or relating to the Adviser that is not
contained in the Trust's Registration Statement regarding the Fund, or any
amendment or supplement thereto, but that is required to be disclosed
therein, and of any statement contained therein that becomes untrue in any
material respect;
(g) in making investment decisions for the Fund, use no inside
information that may request;be in its possession or in the possession of any of
its affiliates, nor will the Adviser seek to obtain any such information.
5. Allocation of Charges and (e) will treat confidentiallyExpenses. Except as otherwise specifically
provided in this section 3, the Adviser shall pay the compensation and
expenses of all its directors, officers and employees who serve as proprietary informationofficers
and executive employees of the Trust all recordsor Fund (including the Trust's or Fund's
share of payroll taxes), and other information relativethe Adviser shall make available, without expense
to the Trust andFund, the Funds
and prior, present, or potential shareholders, and will not use such
records and information for any purpose other than performanceservice of its responsibilitiesdirectors, officers and duties hereunder, except after prior notification
to and approval in writing byemployees who may be
duly elected officers of the Trust, which approvalsubject to their individual consent to
serve and to any limitations imposed by law. The Adviser shall also pay the
fees of any sub-adviser.
The Adviser shall not be unreasonably withheld and mayrequired to pay any expenses of the Fund or Trust
other than those specifically allocated to the Adviser in this section 3. In
particular, but without limiting the generality of the foregoing, the Adviser
shall not be withheld whereresponsible, except to the Investmentextent of the reasonable compensation
of such of the Trust's or
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Fund's employees as are officers or employees of the Adviser whose services
may be exposedinvolved, for any expenses of other series of the Trust or for the
following expenses of the Fund or Trust: organization and certain offering
expenses of the Fund (including out-of-pocket expenses, but not including the
Adviser's overhead and employee costs); fees payable to civilthe Adviser and to any
other Fund advisers or criminal contempt proceedingsconsultants; legal expenses; auditing and accounting
expenses; interest expenses; telephone, telex, facsimile, postage and other
communications expenses; taxes and governmental fees; fees, dues and expenses
incurred by or with respect to the Fund in connection with membership in
investment company trade organizations; cost of insurance relating to fidelity
coverage for failurethe Trust's officers and employees; fees and expenses of the
Fund's Administrator or of any custodian, subcustodian, transfer agent, fund
accounting agent, registrar, or dividend disbursing agent of the Fund;
payments for portfolio pricing or valuation services to comply, when requested to divulge such information by duly
constituted authorities,pricing agents,
accountants, bankers and other specialists, if any; expenses of preparing
share certificates, if any; other expenses in connection with the issuance,
offering, distribution or when so requestedsale of securities issued by the Trust.
4. SERVICES NOT EXCLUSIVE. TheFund; expenses
relating to investor and public relations; expenses of registering shares of
the Fund for sale and of compliance with applicable state notice filing
requirements; freight, insurance and other charges in connection with the
shipment of the Fund's portfolio securities; brokerage commissions or other
costs of acquiring or disposing of any portfolio securities or other assets of
the Fund, or of entering into other transactions or engaging in any investment
managementpractices with respect to the Fund; expenses of printing and distributing
prospectuses, Statements of Additional Information, reports, notices and
dividends to shareholders; costs of stationery or other office supplies; any
litigation expenses; costs of shareholders' and other meetings; the
compensation and all expenses (specifically including travel expenses relating
to the Fund's business) of officers, Trustees and employees of the Trust who
are not interested persons of the Adviser; and travel expenses (or an
appropriate portion thereof) of officers or Trustees of the Trust who are
officers, Trustees or employees of the Adviser to the extent that such
expenses relate to attendance at meetings of the Board of Trustees of the
Trust with respect to matters concerning the Fund, or any committees thereof
or advisers thereto.
6. Compensation. As compensation for the services furnishedprovided and expenses
assumed 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 compliancethe Trust will arrange for the
Fund to pay the Adviser at the end of each calendar month an advisory fee
computed daily at an annual rate equal to 1.00% of the Fund's average daily
net assets. The "average daily net assets" of the Fund shall mean the average
of the values placed on the Fund's net assets as of 4:00 p.m. (New York time)
on each day on which the net asset value of the Fund is determined consistent
with the requirementsprovisions of Rule 31a-322c-1 under the 1940 Act or, if the InvestmentFund lawfully
determines the value of its net assets as of some other time on each business
day, as of such other time. The value of net assets of the Fund shall always
be determined pursuant to the applicable provisions of the Declaration and the
Registration Statement. If, pursuant to such provisions, the determination of
net asset value is suspended for any particular business day, then for the
purposes of this section 4, the value of the net assets of the Fund as last
determined shall be deemed to be the value of its net assets as of the close
of the New York Stock Exchange, or as of such other time as the value of the
net assets of the Fund's portfolio may lawfully be determined, on that day. If
the determination of the net asset value of the shares of the Fund has been so
suspended for a period including any month end when the Adviser's compensation
is payable pursuant to this section, then the Adviser's compensation payable
at the end of such month shall be computed on the basis of the value of the
net assets of the Fund as last determined (whether during or prior to such
month). If the Fund determines the value of the net assets of its portfolio
more than once on any day, then the last such determination thereof on that
day shall be deemed to be the sole determination thereof on that day for the
purposes of this section 4.
7. Books and Records. The Adviser herebyagrees to maintain such books and records
with respect to its services to the Fund as are required by Section 31 under
the 1940 Act, and rules adopted thereunder, and by other applicable legal
provisions, and to preserve such records for the periods and in the manner
required by that
A-3
Section, and those rules and legal provisions. The Adviser also agrees that
all records which it maintains forand preserves pursuant to Rules 31a-1 and Rule 31a-2
under the Funds
1940 Act and otherwise in connection with its services hereunder are
the property of the Trust and further agrees to surrenderwill be surrendered promptly to the Trust any of such records upon
the Trust'sits request. The InvestmentAnd the Adviser further agrees that it will furnish to preserve forregulatory
authorities having 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 itrequisite authority any information or reports in
connection with its activities under
this Agreement other thanservices hereunder which may be requested in order to
determine whether the costoperations of securities (including brokerage
commissions, if any) purchased for the Funds.
7. COMPENSATION. ForFund are being conducted in accordance
with applicable laws and regulations.
8. Standard of Care and Limitation of Liability. The Adviser shall exercise
its best judgment in rendering the services provided and the expenses assumed pursuant
toby it under this
Agreement, each of the Funds will pay the Investment Adviser and
the Investment Adviser will accept as full compensation therefor a fee as
set forth on Schedule A hereto.Agreement. The obligation of each 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 such Fund. The fee attributable to
each 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 FundsFund or the holders of the
Fund's shares in connection with the performance ofmatters to which this Agreement except a loss
resulting from a breach of fiduciary duty with respectrelates,
provided that nothing in this Agreement shall be deemed to protect or purport
to protect the Adviser against any liability to the receiptTrust, the Fund or to
holders of compensation for services or a loss resulting fromthe Fund's shares to which the Adviser would otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence on theits part of the Investment Adviser in
the performance of its duties or fromby reason of the Adviser's reckless disregard by it
of its obligations and duties under this Agreement. 9. DURATION AND TERMINATION. This Agreement will become effectiveAs used in this Section 6,
the term "Adviser" shall include any officers, directors, employees or other
affiliates of the Adviser performing services with respect to each Fund listed on Schedule A asthe Fund.
9. Services Not Exclusive. It is understood that the services of the date first written
above (or, if a particular Fund isAdviser
are not in existence onexclusive, and 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,nothing in accordance
with the requirements under the 1940 Act, and, unless sooner terminated as
provided herein, shall continue in effect until ____________, 2000.
Thereafter, if not terminated, this Agreement shall prevent the
Adviser from providing similar services to other investment companies or to
other series of investment companies, including the Trust (whether or not
their investment objectives and policies are similar to those of the Fund) or
from engaging in other activities, provided such other services and activities
do not, during the term of this Agreement, interfere in a material manner with
the Adviser's ability to meet its obligations to the Fund hereunder. When the
Adviser recommends the purchase or sale of a security for other investment
companies and other clients, and at the same time the Adviser recommends the
purchase or sale of the same security for the Fund, it is understood that in
light of its fiduciary duty to the Fund, such transactions will be executed on
a basis that is fair and equitable to the Fund. In connection with purchases
or sales of portfolio securities for the account of the Fund, neither the
Adviser nor any of its Trustees, officers or employees shall act as a
principal or agent or receive any commission. If the Adviser provides any
advice to its clients concerning the shares of the Fund, the Adviser shall act
solely as investment counsel for such clients and not in any way on behalf of
the Trust or the Fund.
10. Duration and Termination. This Agreement shall continue in effect as
to a particular Funduntil ,
2002, and thereafter shall continue automatically for successive one-year terms,annual
periods, provided that such continuance is specifically approved at least annually
(a) by (i) the Trustees or (ii) a vote of a "majority" (as defined in the 1940
Act) of the Fund's outstanding voting securities (as defined in the 1940 Act),
provided that in either event the continuance is also approved by a majority
of those members of the Trust's Board of Trustees who are not parties to this Agreement or interested persons"interested persons"
(as defined in the 1940 Act) of any party to this Agreement, by vote cast in
person at a meeting called for the purpose of voting on such approval, and (b)approval.
Notwithstanding the foregoing, this Agreement may be terminated: (a) at any
time without penalty by the Fund upon 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 athe majority of the Fund's outstanding voting securities, of such Fund)upon
sixty (60) days' written notice to the adviser or (b) by the Investment Adviser.Adviser at any
time without penalty, upon sixty (60) days' written notice to the Trust. This
Agreement will immediatelyalso terminate automatically 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 termsassignment (as
defined 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.Act).
11. AMENDMENT OF THIS AGREEMENT.Amendments. 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.sought, and no amendment of this Agreement shall be effective
until approved by an
A-4
affirmative vote of (i) a majority of the outstanding voting securities of the
Fund, and (ii) a majority of the Trustees, including a majority of Trustees
who are not interested persons of any party to this Agreement, cast in person
at a meeting called for the purpose of voting on such approval, if such
approval is required by applicable law.
12. GOVERNING LAW.Proxies. Unless the Trust gives written instructions to the contrary,
the Adviser shall vote all proxies solicited by or with respect to the issuers
of securities in which assets of the Fund may be invested. The Adviser shall
use its best good faith judgment to vote such proxies in a manner which best
serves the interests of the Fund's shareholders.
13. Name Reservation. The Trust acknowledges and agrees that the Adviser has
property rights relating to the use of the term "Willamette" and has permitted
the use of such term by the Trust and the Fund. The Trust agrees that, unless
otherwise authorized by the Adviser: (i) it will use the term "Willamette"
only as a component of the name of the Fund and for no other purposes; (ii) it
will not purport to grant to any third party any rights in such name; (iii) at
the request of the Adviser, the Trust will take such action as may be required
to provide its consent to use of the term by the Adviser, or any affiliate of
the Adviser to whom the Adviser shall have granted the right to such use; and
(iv) the Adviser may use or grant to others the right to use the term, or any
abbreviation thereof, as all or a portion of a corporate or business name or
for any commercial purpose, including a grant of such right to any other
investment company. Upon termination of this Agreement, the Trust shall, upon
request of the Adviser, cease to use the term "Willamette" as part of the name
of the Fund, or in connection with the Trust or any series of the Trust. In
the event of any such request by the Adviser that use of the term "Willamette"
shall cease, the Trust shall cause its officers, directors and shareholders to
take any and all such actions which the Adviser may request to effect such
request and to reconvey to the Adviser any and all rights to the term
"Willamette."
14. Miscellaneous.
(a) This Agreement shall be governed by and its provisions
shall be construed in accordance with the laws of the Commonwealth of
Massachusetts.
13. MISCELLANEOUS.Massachusetts, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, the Advisers Act, or rules or orders of the
SEC thereunder.
(b) The captions of this Agreement are included for convenience only and in
no way define or limit any of the provisions hereof or otherwise affect their
construction or effect.
(c) If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected hereby and, to this extent, the provisions of this
Agreement shall be deemed to be severable.
(d) Nothing herein shall be construed as constituting the Adviser as an
agent of the Trust or the Fund.
(e) The names "The Coventry Group" and "Trustees of Thethe 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
Thethe 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, or in the
name or on behalf of any series or class of shares of the Trust, by any of the
Trustees, representatives or agents are made not individually, but in
A-5
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 or class of shares of the Trust
must look solely to the assets of the Trust belonging to such series or class
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., 2000.
THE COVENTRY GROUP
By: -----------------------------------------
Name:
----------------------------------------
Title:
----------------------------------------
ERNST & COMPANY
_________________________________
President
WILLAMETTE ASSET MANAGERS, Inc.
By: ----------------------------------------
Name:
----------------------------------------
Title:
----------------------------------------
Schedule A
to the
Investment Advisory Agreement
between The Coventry Group and
Ernst & Company
Name of Fund Compensation
------------ ------------
Ernst Asia Fund Annual rate of 1.00% of the average
(Effective __________, 1998) daily net assets of the Fund
Ernst Global Resources Fund Annual are of 1.00% of the average
(Effective __________, 1998) daily net assets of the Fund
Ernst Global Asset Allocation Fund Annual rate of 1.10% of the average
(Effective __________, 1998) daily net assets of the Fund
Ernst Global Smaller Companies Fund Annual rate of 1.10% of the average
(Effective __________, 1998) daily net assets of the Fund
Ernst Australia-New Zealand Fixed Income Annual rate of .60% of the average
Fund daily net assets of the Fund
(Effective __________, 1998)
- -----------------
All fees are computed daily and payable monthly._________________________________
President
A-6
EXHIBIT B
SUB-ADVISORYTHE COVENTRY GROUP
on behalf of
WILLAMETTE VALUE FUND
SUB-INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made this ____ day of ___________, 1998, between Ernst &
Companyeffective commencing on , 2000 among Willamette Asset
Managers, Inc. (the "Adviser"), The Bank of New York ("Sub-Adviser"), and Koeneman Capital Management Pte Ltd (the
"Sub-Adviser").
WHEREAS, The
Coventry Group (the "Trust") on behalf of Willamette Value Fund (the "Fund").
WHEREAS, the Trust is a Massachusetts business trust of the series type
organized under a Declaration of Trust dated January 8, 1992, (the
"Declaration") and is registered as an
open-end, management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act");, as an open-end, diversified management investment
company, and WHEREAS, Ernst Asiathe Fund (the "Fund") is a separate investmentnew series of the Trust;
and
WHEREAS, the Adviser has been appointed investment adviser to the
Fund;Trust and
WHEREAS, the Adviser desireswish to retain the Sub-Adviser to assist it
inrender
sub-investment advisory services to the provision of a continuous investment program for the Fund, and the
Sub-Adviser is willing to do so; and
WHEREAS, the Adviser and the Sub-Adviser are each duly registered with
the Securities and Exchange Commission as investment advisers and their
respective registrations are current and in good order; and
WHEREAS, the Board of Trustees of the Trust and the Fund's
shareholders have approved this Agreement, and the Sub-Adviser is willing
to furnish such services uponto the terms and conditions herein set forth;Fund;
WHEREAS, the Sub-Adviser is a bank under the laws of the State of New York,
as defined in Section 202(a)(2) of the Investment Advisers Act of 1940, as
amended ("Advisers Act");
NOW THEREFORE, in consideration of the premisespromises and mutual covenants herein
contained, it is agreed betweenamong the parties heretoAdviser, the Trust and the Sub-Adviser as
follows:
1. APPOINTMENT.Appointment. The Trust and the Adviser hereby appointsappoint the Sub-Adviser to
act as subadvisersub-investment adviser to the Fund as permitted byfor the Adviser's Advisory
Agreement withperiods and on the Trust pertaining to the Fund. Intending to be legally
bound, theterms set
forth in this Agreement. The Sub-Adviser accepts such appointment and agrees
to renderfurnish the services herein set forth, for the compensation herein
provided.
2. SUB-ADVISORY SERVICES.Sub-Investment Advisory Duties. Subject to the supervision of the Trust's BoardAdviser
and the Trustees of Trustees,the Trust, the Sub-Adviser shall assist the Adviser in
providingwill (a) provide a program of
continuous investment program with respect tomanagement for the Fund's
portfolio, including investment research and management with respect to all
securities and investments and cash equivalents in the Fund. The Sub-Adviser
may, subject to the Adviser's review, determine the securities and
investments to be purchased, sold or retained by the Fund and the
Sub-Adviser may place orders directly with the issuer or any broker or dealer
for such securities and investments. The Sub-Adviser will provide services
under this Agreement in accordance with the Fund's
investment objective,objectives, policies and restrictionslimitations as stated in the Fund's
prospectus and Statement of Additional Information and resolutionsincluded as part of the
Trust's BoardRegistration Statement filed with the Securities and Exchange
Commission, as they may be amended from time to time, copies of Trustees applicablewhich shall be
provided to the Adviser and to the Sub-Adviser by the Trust; (b) make
investment decisions for the Fund; and (c) place orders to purchase and sell
securities for the Fund.
Without limitingIn performing its investment management services to the generalityFund hereunder, the
Sub-Adviser, in accordance with the directions of the foregoing,Adviser, will provide
the Fund with ongoing investment guidance and policy direction, including oral
and written research, analysis, advice, statistical and economic data and
judgments regarding individual investments, general economic conditions and
trends and long-range investment policy. Subject to the Fund's investment
objective and policies, the Sub-Adviser will determine the securities,
instruments, repurchase agreements, options and other investments and
techniques that the Fund will purchase, sell, enter into or use, and will
provide an ongoing evaluation of the Fund's portfolio. The Sub-Adviser will
determine what portion of the Fund's portfolio shall be invested in securities
and other assets, and what portion if any, should be held uninvested.
B-1
The Sub-Adviser acknowledges that, pursuant to the Investment Advisory
Agreement between the Adviser and the Trust with respect to the Fund, the
Adviser is responsible for supervising the activities and performance of the
Sub-Adviser, for taking reasonable steps to assure that the Sub-Adviser
complies with the Fund's investment policies and procedures and with
applicable legal requirements, and for reporting to the Trustees of the Trust
regarding these matters. In this regard, the Sub-Adviser agrees to facilitate
the Adviser's implementation of its "Supervisory Procedures for Sub-Advisors"
attached hereto as Exhibit A [not included with this Proxy Statement].
The Sub-Adviser further agrees that, it:in performing its duties hereunder, it
will:
(a) will use the same skill and care in providing such services as it
uses in providing services to fiduciary accounts for which it has
investment responsibilities;
(b) will conformcomply with all applicable Rules and Regulations of the
Commission under the 1940 Act and in addition will conduct its
activities under this Agreement in accordanceall rules and regulations thereunder,
the Internal Revenue Code (the "Code") and all other applicable federal and
state laws and regulations, and with any applicable regulations of any governmental authority pertainingprocedures adopted by
the Trustees;
(b) use reasonable efforts to manage the Fund so that it will qualify,
and continue to qualify, as a regulated investment advisory activitiescompany under Subchapter
M of the Sub-Adviser;Code and regulations issued thereunder;
(c) will place or causeorders pursuant to be placed ordersits investment determinations for the Fund either
directly with the issuer, or with any broker or dealer. In placing
ordersdealer, in accordance with
brokersapplicable policies expressed in the Fund's prospectus and/or Statement of
Additional Information and dealers, the Sub-Adviser will attempt to
obtain prompt execution of orders in an effective manner at the most
favorable price. Consistentaccordance with this obligation andapplicable legal
requirements;
(d) furnish to the extent
permitted byTrust, the 1940 Act, whenAdviser, or to the execution and price offered by two
or more brokers or dealers are comparable, the Sub-Adviser may, in its
discretion, purchase and sell portfolio securities to and from brokers
and dealers who provide the Sub-Adviser with research advice and other
services. In no instance will portfolio securities be purchased from
or sold toFund's administrator,
BISYS Fund Services, the Investment Adviser, the Sub-Adviser
or any affiliated person of("Administrator") if so directed, whatever statistical
information the Trust, BISYS Fund Services, the
Sub-AdviserAdviser or the Investment Adviser, except to the extent permitted
by the 1940 Act and the Commission;
(d) will maintain or cause to be maintained all books and recordsAdministrator may reasonably request with
respect to the securities transactionsFund's assets or contemplated investments. In addition, the
Sub-Adviser will keep the Adviser, the Trust and the Trustees informed of
developments materially affecting the Fund's portfolio and shall, on the
Sub-Adviser's own initiative, furnish to the Adviser and the Trust from
time to time whatever information the Sub-Adviser believes appropriate for
this purpose;
(e) make available to the Adviser, the Administrator, and the Trust,
promptly upon their request, such copies of its investment records and
ledgers with respect to the Fund as may be required to assist the Adviser,
the Administrator and the Trust in their compliance with applicable laws
and regulations. The Sub-Adviser will furnish the Trust's Board ofAdviser and the Trustees
with such periodic and special reports regarding the Fund as they may
reasonably request.
(f) immediately notify the BoardAdviser and the Trust in the event that the
Sub-Adviser or any of its affiliates: (1) becomes aware that it is subject
to a statutory disqualification that prevents the Sub-Adviser from serving
as sub-investment adviser pursuant to this Agreement; or (2) becomes aware
that it is the subject of an administrative proceeding or enforcement
action by the Securities and Exchange Commission ("SEC") or other
regulatory authority. The Sub-Adviser further agrees to notify the Trust
immediately of any material fact known to the Sub-Adviser respecting or
relating to the Sub-Adviser that is not contained in the Trust's
Registration Statement regarding the Fund, or any amendment or supplement
thereto, but that is required to be disclosed therein, and of any statement
contained therein that becomes untrue in any material respect; and
(g) in making investment decisions for the Fund, use no inside
information that may request;be in its possession, nor will the Sub-Adviser seek to
obtain any such information.
3. Allocation of Charges and (e) will treat confidentiallyExpenses. Except as otherwise specifically
provided in this section 3, the Sub-Adviser shall pay the compensation and
expenses of all its directors, officers and employees who serve as proprietary informationofficers
and executive employees of the Trust all recordsor Fund (including the Trust's or Fund's
share of payroll taxes), and other information relativethe Sub-Adviser shall make available, without
expense to the Trust andFund, the Fund and prior, present, or potential shareholders, and will not use
such records and information for any purpose other than performanceservice of its responsibilitiesdirectors, officers and duties hereunder, except after prior
notification to and approval in writing byemployees who
may be duly elected officers of the Trust, which approvalsubject to their individual consent
to serve and to any limitations imposed by law.
B-2
The Sub-Adviser shall not be unreasonably withheld. Such prior written approval willrequired to pay any expenses of the Fund or
Trust other than those specifically allocated to the Sub-Adviser in this
section 3. In particular, but without limiting the generality of the
foregoing, the Sub-Adviser shall not be required whenresponsible, except to the extent of
the reasonable compensation of such of the Trust's or Fund's employees as are
officers or employees of the Sub-Adviser whose services may be exposedinvolved, for
any expenses of other series of the Trust or for the following expenses of the
Fund or Trust: organization and certain offering expenses of the Fund
(including out-of-pocket expenses, but not including the Sub-Adviser's
overhead and employee costs); fees payable to civilthe Adviser and Sub-Adviser and
to any other Fund advisers or criminal contempt proceedings for failure to comply, when requested to
divulge such informationconsultants; legal expenses; auditing and
accounting expenses; interest expenses; telephone, telex, facsimile, postage
and other communications expenses; taxes and governmental fees; fees, dues and
expenses incurred by duly constituted authorities, or when so
requested by the Trust.
In addition, with respect to the servicesFund in connection with membership
in investment company trade organizations; cost of the Sub-Adviser as
intended under the terms of this Agreement, the parties further agree as
follows:
(f) the Adviser shall not, and shall procure that its officers,
employees and agents shall not, without the prior consent in writing
of the Sub-Adviser and exceptinsurance relating to
the extent necessary to perform its
duties and obligations hereunder, either directly or indirectly, make
a record of, or divulge or communicate to any person, any information
that is or was acquired by it by reason of this appointment or make
use of any such information for any purpose other than is necessaryfidelity coverage for the performanceTrust's officers and employees; fees and expenses of its duties and obligations hereunder;
(g) all transactions authorized by this agreement shall be carried
out through the Fund's Custodian, Mitsubishi Global Custody (the
"Custodian"), under an account designated 01622. The Sub-Adviser is
authorized to give instructions to the Custodian with respect to all
investment decisions including the exercise of any rights arising out
of the investments in and regarding the Fund. The Sub-Adviser is also
authorized to give copies of all instructions sent to the Custodian to
the Fund's Administrator BYSISor of any custodian, subcustodian, transfer agent,
fund accounting agent, registrar, or dividend disbursing agent of the Fund;
payments for portfolio pricing or valuation services to pricing agents,
accountants, bankers and other specialists, if any; expenses of preparing
share certificates, if any; other expenses in connection with the issuance,
offering, distribution or sale of securities issued by the Fund; expenses
relating to investor and public relations; expenses of registering shares of
the Fund Services;
(h)for sale and of compliance with applicable state notice filing
requirements; freight, insurance and other charges in connection with the
Adviser may atshipment of the Fund's portfolio securities; brokerage commissions or other
costs of acquiring or disposing of any time at its own risk give instructions to
the Sub-Adviser regarding the investment of theportfolio securities or other assets of
the Fund, or of entering into other transactions or engaging in any investment
practices with respect to the Fund; expenses of printing and distributing
prospectuses, Statements of Additional Information, reports, notices and
dividends to shareholders; costs of stationery or other office supplies; any
litigation expenses; costs of shareholders' and other meetings; the
compensation and all expenses (specifically including travel expenses relating
to the Fund's business) of officers, Trustees and employees of the Trust who
are not "interested persons," as defined in Section 2(a)(19) of the 1940 Act,
of the Sub-Adviser; and travel expenses (or an appropriate portion thereof) of
officers or Trustees of the Trust who are officers, Trustees or employees of
the Sub-Adviser shall in no circumstances haveto the extent that such expenses relate to attendance at
meetings of the Board of Trustees of the Trust with respect to matters
concerning the Fund, or any responsibility in
respect of any actions taken in accordance with instructions given bycommittees thereof or advisers thereto.
4. Compensation. As compensation for the Adviser;
(i) all transactionsservices provided and expenses
assumed by the Sub-Adviser under this Agreement, the Adviser will pay to the
Sub-Adviser, out of the Adviser's own resources at no additional cost to the
Fund, at the end of each calendar month a sub-advisory fee computed daily at
an annual rate equal to the following amounts based on the Fund's average
daily net assets: (a) for that portion of the Fund's portfolio, generally 50%
of the Fund's assets, that is invested in the ten highest dividend yielding
stocks in the Dow Jones Industrial Average, the annual fee rate is equal to
the following percentages of the Fund's average daily net assets--0.10% on
assets up to $50,000,000; 0.07% on assets from $50,000,001 to $100,000,000;
0.05% on assets in excess of $100,000,000, with any broker, dealer or
issuera minimum annual fee of
$10,000 for this portion of the Fund's portfolio; (b) for that portion of the
Fund's portfolio, generally 50% of the Fund's assets, that is actively
managed, the annual fee rate is equal to 0.45%, with a minimum annual fee of
$10,000. The "average daily net assets" of the Fund shall be subject tomean the rules and regulations,
customs and usages as from time to time in forceaverage of
the exchange or
market wherevalues placed on the transactions are executed.
3. SERVICES NOT EXCLUSIVE. ExceptFund's net assets as provided herein,of 4:00 p.m. (New York time) on
each day on which the services
furnished bynet asset value of the Sub-Adviser hereunder are deemed not to be exclusive, and the
Sub-Adviser shall be free to furnish similar services to others so long as its
services under this Agreement are not impaired thereby.
4. BOOKS AND RECORDS. In complianceFund is determined consistent
with the requirementsprovisions of Rule 31a-322c-1 under the 1940 Act or, if the Fund lawfully
determines the value of its net assets as of some other time on each business
day, as of such other time. The value of net assets of the Fund shall always
be determined pursuant to the applicable provisions of the Declaration and the
Registration Statement. If, pursuant to such provisions, the determination of
net asset value is suspended for any particular business day, then for the
purposes of this section 4, the value of the net assets of the Fund as last
determined shall be deemed to be the value of its net assets as of the close
of the New York Stock Exchange, or as of such other time as the value of the
net assets
B-3
of the Fund's portfolio may lawfully be determined, on that day. If the
determination of the net asset value of the shares of the Fund has been so
suspended for a period including any month end when the Sub-Adviser's
compensation is payable pursuant to this section, then the Sub-Adviser's
compensation payable at the end of such month shall be computed on the basis
of the value of the net assets of the Fund as last determined (whether during
or prior to such month). If the Fund determines the value of the net assets of
its portfolio more than once on any day, then the last such determination
thereof on that day shall be deemed to be the sole determination thereof on
that day for the purposes of this section 4.
5. Books and Records. The Sub-Adviser herebyagrees to maintain such books and
records with respect to its services to the Fund as are required by Section 31
under the 1940 Act, and rules adopted thereunder, and by other applicable
legal provisions, and to preserve such records for the periods and in the
manner required by that Section, and those rules and legal provisions. The
Sub-Adviser also agrees that all records which it maintains forand preserves pursuant to
Rules 31a-1 and Rule 31a-2 under the Trust1940 Act and otherwise in connection with
its services hereunder are the property of the Trust and further agrees to
surrenderwill be surrendered
promptly to the Trust any of such records upon the Trust'sits request. TheAnd the Sub-Adviser further agrees
that it will furnish to preserve forregulatory authorities having 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.
5. EXPENSES. During the term of this Agreement, the Sub-Adviser
will pay all expenses incurred by itrequisite authority
any information or reports in connection with its activities under
this Agreement other thanservices hereunder which may
be requested in order to determine whether the costoperations of securities, commoditiesthe Fund are
being conducted in accordance with applicable laws and other
investments (including brokerage commissions, taxes, stamp duties, registration
chargesregulations.
6. Standard of Care and other transaction charges, if any) purchased or sold for the Fund.
6. COMPENSATION. ForLimitation of Liability. The Sub-Adviser shall
exercise its best judgment in rendering the services provided and the expenses assumed
with respect to the Fund pursuant toby it under this
Agreement, the Sub-Adviser will be
entitled to a fee from the Adviser, computed daily and payable monthly,
calculated at the annual rate of 0.60% of the Fund's average daily net assets.
7. LIMITATION OF LIABILITY.Agreement. The Sub-Adviser shall not be liable to the Adviser, the Trust, the
Fund or to any holder of the Fund's shares, for any error of judgment or
mistake of law or for any loss suffered by the Fund or the holders of the
Fund's shares in connection with the performance ofmatters to which this Agreement except a loss resulting from
a breach of fiduciary duty with respectrelates,
provided that nothing in this Agreement shall be deemed to protect or purport
to protect the Sub-Adviser against any liability to the receiptAdviser, the Trust,
the Fund or to holders of compensation for
services or a loss resulting fromthe Fund's shares to which the Sub-Adviser would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence on theits part of the Sub-Adviser in the performance of its duties or fromby reason of the
Sub-Adviser's reckless disregard by it of its obligations and duties under this
Agreement. As used in this Section 6, the term "Sub-Adviser" shall include any
officers, directors, employees or other affiliates of the Sub-Adviser
performing services with respect to the Fund.
7. Services Not Exclusive. It is understood that the services of the Sub-
Adviser are not exclusive, and that nothing in this Agreement shall prevent
the Sub-Adviser from providing similar services to other investment companies
or to other series of investment companies, including the Trust (whether or
not their investment objectives and policies are similar to those of the Fund)
or from engaging in other activities, provided such other services and
activities do not, during the term of this Agreement, interfere in a material
manner with the Sub-Adviser's ability to meet its obligations to the Fund
hereunder. When the Sub-Adviser recommends the purchase or sale of a security
for other investment companies and other clients, and at the same time the
Sub-Adviser recommends the purchase or sale of the same security for the Fund,
it is understood that in light of its fiduciary duty to the Fund, such
transactions will be executed on a basis that is fair and equitable to the
Fund. In connection with purchases or sales of portfolio securities for the
account of the Fund, neither the Sub-Adviser nor any of its directors or
officers (or persons acting in similar capacities) or employees shall act as a
principal or agent or receive any commission. If the Sub-Adviser provides any
advice to its clients concerning the shares of the Fund, the Sub-Adviser shall
act solely as investment counsel for such clients and not in any way on behalf
of the Trust or the Fund.
8. DURATION AND TERMINATION. Unless sooner terminated, thisDuration and Termination. This Agreement shall continue until ____________, 2000,,
2002, and thereafter shall continue automatically for successive annual
periods, provided such continuance is specifically approved at
B-4
least annually by (i) the Trust's Board of Trustees or (ii) a vote of the lesser of (a) 67%a "majority of the shares ofFund's
outstanding voting securities" (as defined in the Fund represented at a meeting if
holders of more than 50% of the outstanding shares of the Fund are present in
person or by proxy or (b) more than 50% of the outstanding shares of the Fund,1940 Act), provided that in
either event itsthe continuance is also is approved by a majority of the Trust's Trustees
who are not parties to this Agreement or "interested persons" (as defined in
the 1940 Act) of any party to this Agreement, (the "Independent Trustees"), by vote cast in person at a
meeting called for the purpose of voting on such approval. ThisNotwithstanding the
foregoing, this Agreement is terminablemay be terminated: (a) at any time without penalty
on 60 days' notice, by the Adviser the Sub-Adviser or by the Trust's BoardFund upon the vote of a majority of the Trustees or
by vote of the lesser of (a) 67%majority of the shares ofFund's outstanding voting securities, upon
sixty (60) days' written notice to the Fund represented at a meeting if holders
of more than 50% of the outstanding shares of the Fund are present in person or
by proxyadviser or (b) more than 50% ofby the outstanding shares ofSub-Adviser at
any time without penalty, upon sixty (60) days' written notice to the Fund.Trust.
This Agreement will also terminate automatically in the event of its
assignment (as defined in the 1940 Act).
9. SUB-ADVISER'S REPRESENTATIONS. The Sub-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.
10. AMENDMENT OF THIS AGREEMENT.Amendments. 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.sought, and no amendment of this Agreement shall be effective
until approved by an affirmative vote of (i) a majority of the outstanding
voting securities of the Fund, and (ii) a majority of the Trustees, including
a majority of Trustees who are not interested persons of any party to this
Agreement, cast in person at a meeting called for the purpose of voting on
such approval, if such approval is required by applicable law.
10. Proxies. Unless the Trust or the Adviser gives written instructions to
the contrary, the Sub-Adviser shall vote all proxies solicited by or with
respect to the issuers of securities in which assets of the Fund may be
invested. The Sub-Adviser shall use its best good faith judgment to vote such
proxies in a manner which best serves the interests of the Fund's
shareholders.
11. GOVERNING LAW.Name Reservation. The Sub-Adviser acknowledges and agrees that the
Adviser has property rights relating to the use of the terms "Willamette,"
"Willamette Family of Funds," "Willamette Value Fund," "Willamette Small Cap
Growth Fund," "Willamette Technology Fund" and "Willamette Pharmaceutical and
Bio-Technology Fund" ("Willamette Names") and has permitted the use of the
Willamette Names by the Trust and its series. The Sub-Adviser agrees that,
unless otherwise authorized by the Adviser: (i) it will use the term
"Willamette" only as a component of the name of the Fund and for no other
purposes; (ii) it will not purport to grant to any third party any rights in
any Willamette Name; and (iii) the Adviser may use or grant to others the
right to use a Willamette Name, or any abbreviation thereof, as all or a
portion of a corporate or business name or for any commercial purpose,
including a grant of such right to any other investment company. Upon
termination of this Agreement, the Sub-Adviser shall, at the request of the
Adviser, cease to use all Willamette Names in any of its materials or in any
manner except with the consent of the Adviser, which shall not be unreasonably
withheld. In the event of any such request by the Adviser that use by the Sub-
Adviser of a Willamette Name shall cease and in the absence of any such
consent, the Sub-Adviser shall cause its officers, directors and employees to
take any and all such actions which the Adviser may reasonably request to
effect such request.
12. Miscellaneous.
(a) This Agreement shall be governed by and its
provisionsthe laws of the State of New York,
provided that nothing herein shall be construed in accordancea manner inconsistent with
the laws1940 Act, or rules or orders of the CommonwealthSEC thereunder.
(b) The captions of Massachusetts.
12. ASSET SIZE OF THE FUND. The Adviserthis Agreement are included for convenience only and the Trusteesin
no way define or limit any of the Trustprovisions hereof or otherwise affect their
construction or effect.
B-5
(c) If any provision of this Agreement shall informbe held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected hereby and, to this extent, the provisions of this
Agreement shall be deemed to be severable.
(d) Nothing herein shall be construed as constituting the Sub-Adviser as soon as practicable if the total net
assetsan
agent of the Fund decrease to less than one million Singapore dollarsAdviser, the Trust or its
equivalent in foreign currencies in value.
13. POSSESSION OF FUND ASSETS.
(a) The Sub-Adviser shall not act as custodian of the Fund
and shall at no time receive, retain or physically control any
cash, securities, or other assets forming any part of the Fund, it
being intended that the responsibility for the safekeeping hereof,
and the consummation of the sales, purchases, deliveries and
investments made pursuant to the Sub-Adviser's direction shall
rest upon the Custodian, as the Fund's agent.
(b) All dividends, interest, distributions and all bonus
and scrips issues with respect to the securities held by the
Custodian will be collected by the Custodian and the Sub-Advisor
shall have no responsibility therefor.
14. MISCELLANEOUS.Fund.
(e) The names The"The Coventry GroupGroup" and "Trustees of the Coventry Group"
refer respectively to the Trust created and to 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
Thethe 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 Trust"The Coventry Group" entered into in the name or on behalf hereofthereof, or in the
name or on behalf of any series or class of shares of the Trust, 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 or class of shares of the Trust
must look solely to the assets of the Trust belonging to such series or class
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.
ERNST & COMPANY, 2000.
THE COVENTRY GROUP
By: ----------------------------
Name:
----------------------------_________________________________
President
WILLAMETTE ASSET MANAGERS, Inc.
By: _________________________________
President
THE BANK OF NEW YORK
By: _________________________________
Title:
----------------------------
KOENEMAN CAPITAL MANAGEMENT
PTE LTD.
By:
----------------------------
Name:
----------------------------
Title:
----------------------------B-6
EXHIBIT C
SUB-ADVISORY AGREEMENT
AGREEMENT made this ____ day of _________, 1998, between Ernst &
Company (the "Adviser"), and National Mutual Funds Management (Global), Ltd.
(the "Sub-Adviser").
WHEREAS,PROXY
WILLAMETTE VALUE FUND
SPECIAL MEETING OF SHAREHOLDERS
May 9, 2000
The Coventry Group (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, Ernst Global Resources Fund (the "Fund") is a separate
investment series of the Trust; and
WHEREAS, the Adviser has been appointed investment adviser to the
Fund; and
WHEREAS, the Adviser desires to retain the Sub-Adviser to assist it
in the provision of a continuous investment program for the Fund and the
Sub-Adviser is willing to do so; and
WHEREAS, the Board of Trustees of the Trust and the Fund's
shareholders have approved this Agreement, and the Sub-Adviser is willing to
furnish such services upon the terms and conditions herein set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Adviserundersigned hereby appoints the Sub-AdviserR. Jeffrey Young, Jennifer J. Brooks and
Sue A. Walters, or any one of them, his attorney and proxy with full power of
substitution to act as sub-adviser to the Fund as permitted by the Adviser's Advisory
Agreement with the Trust pertaining to the Fund. Intending to be legally
bound, the Sub-Adviser accepts such appointmentvote and agrees to render the
services herein set forth for the compensation herein provided.
2. SUB-ADVISORY SERVICES. Subject to the supervision of the Trust's
Board of Trustees, the Sub-Adviser shall assist the Adviser in providing a
continuous investment program with respect to the Fund's portfolio, including
investment research and managementact with respect to all securities and
investments and cash equivalents inshares of Willamette Value Fund
("Fund") held by the Fund. The Sub-Adviser may, subject toundersigned at the Adviser's review, determineSpecial Meeting of Shareholders of the
securities and investmentsFund to be purchased,
sold or retained by the Fund, and the Sub-Adviser may place orders directly with
the issuer or any broker or dealer for such securities and investments. The
Sub-Adviser will provide services under this Agreement in accordance with the
Fund's investment objective, policies and restrictions as stated in the Fund's
prospectus and Statement of Additional Information, which shall be forwarded to
the Sub-Adviser by the Adviser from time to time, and resolutions of the Trust's
Board of Trustees applicable to the Fund provided those resolutions are
communicated to the Sub-Adviser and a reasonable amount of time is provided in
order for it to comply.
Without limiting the generality of the foregoing, the Sub-Adviser
further agrees that it:
(a) will use the same skill and care in providing such services as it
uses in providing services to fiduciary accounts for which it has
investment responsibilities;
(b) will conform with all applicable Rules and Regulations of the
Commission under the 1940 Act applicable to sub-advisers and to
registered investment companies 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 Sub-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 Sub-Adviser will attempt to
obtain prompt execution of orders in an effective mannerheld at 11:00 a.m., Eastern Time, on May 9, 2000, 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 Sub-Adviser may, in its
discretion, purchase and sell portfolio securities to and from brokers
and dealers who provide the Sub-Adviser with research advice and other
services. In no instance will portfolio securities be purchased from
or sold tooffices of
BISYS Fund Services, 3435 Stelzer Road, Columbus, Ohio 43219 and at any
adjournment thereof ("Meeting"), and instructs each of them to vote as indicated
on the Investment Adviser,matters referred to in the Sub-Adviser
or any affiliated person of the Trust, BISYS Fund Services, the Sub-
Adviser or the Investment Adviser, except to the extent permitted by
the 1940 Act and the Commission;
(d) will maintain or cause to be maintained 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
(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
Sub-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.
3. SERVICES NOT EXCLUSIVE. Except as provided herein, the services
furnished by the Sub-Adviser hereunder are deemed not to be exclusive, and the
Sub-Adviser shall be free to furnish similar services to others so long as its
services under this Agreement are not impaired thereby.
4. BOOKS AND RECORDS. In compliance with the requirements of Rule
31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which
it maintainsProxy Statement for the Trust 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 Sub-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.
5. EXPENSES. During the term of this Agreement, the Sub-Adviser
will pay all expenses incurred by it in connection with its activities under
this Agreement other than the cost of securities, commodities and other
investments (including brokerage commissions and other transaction charges, if
any) purchased for the Fund.
6. COMPENSATION. For the services provided and the expenses assumed
with respect to the Fund pursuant to this Agreement, the Sub-Adviser will be
entitled to a fee from the Adviser, computed daily and payable monthly,
calculated at the annual rate of 0.60% of the Fund's average daily net assets.
Such fee shall be payable in Australian dollars and shall be delivered to the
Sub-Adviser at its principal place of business (or to a specified bank account)
promptly after the end of each month.
7. LIMITATION OF LIABILITY. The Sub-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 theMeeting, receipt of compensation for
services or a loss resulting from willful misfeasance, bad faith or gross
negligence on the part of the Sub-Adviser in the performance of its duties or
from reckless disregard by it of its obligations and duties under this
Agreement. Notwithstanding the foregoing or any other provision of this
Agreement, nothing herein shall in any way constitute a waiver or limitation of
any rights that the Trust, the Fund or the Adviser may have under the United
States federal or State securities laws, which may impose liability on persons
who act in good faith.
8. DURATION AND TERMINATION. Unless sooner terminated, this
Agreement shall continue until __________, 2000, and thereafter shall continue
automatically for successive annual periods, provided such continuance is
specifically approved at least annually by the Trust's Board of Trustees or vote
of the lesser of (a) 67% of the shares of the Fund represented at a meeting if
holders of more than 50% of the outstanding shares of the Fund are present in
person or by proxy or (b) more than 50% of the outstanding shares of the Fund,
provided that in either event its continuance also is approved by a majority of
the Trust's Trustees who are not "interested persons" (as defined in the 1940
Act) of any party to this Agreement (the "Independent Trustees"), by vote cast
in person at a meeting called for the purpose of voting on such approval. This
Agreement is terminable at any time without penalty, on 60 days' notice, by the
Adviser, the Sub-Adviser or by the Trust's Board of Trustees or by vote of the
lesser of (a) 67% of the shares of the Fund represented at a meeting if holders
of more than 50% of the outstanding shares of the Fund are present in person or
by proxy or (b) more than 50% of the outstanding shares of the Fund. This
Agreement will terminate automatically in the event of its assignment (as
defined in the 1940 Act).
9. 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.
10. GOVERNING LAW. This Agreement shall be governed by and its
provisions shall be construed in accordance with the laws of the Commonwealth of
Massachusetts.
11. POSSESSION OF FUND ASSETS. At all times the assets of the Fund
(consisting of all cash, securities and other instruments held by the Fund)
shall remain exclusively under the management and control of the Fund's
custodian. At no time will the Sub-Adviser have custody or possession of any
such assets of the Fund.
12. MISCELLANEOUS. The names The Coventry Group and "Trustees of the
Coventry Group" refer respectively to the Trust created and to 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 athereby acknowledged, with discretionary power to vote upon such other
business as may properly come before 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 Trust entered into in the name or on behalf
hereof 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 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.
ERNST & COMPANY
By:
----------------------------
Name:
--------------------------
Title:
------------------------
NATIONAL MUTUAL FUNDS
MANAGEMENT
(GLOBAL), LTD.
By:
----------------------------
Name:
----------------------------
Title:
----------------------------
EXHIBIT D
SUB-ADVISORY AGREEMENT
AGREEMENT made this ____ day of _________, 1998, between Ernst &
Company (the "Adviser"), and National Mutual Funds Management (Global), Ltd.
(the "Sub-Adviser").
WHEREAS, The Coventry Group (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, Ernst Global Asset Allocation Fund (the "Fund") is a separate
investment series of the Trust; and
WHEREAS, the Adviser has been appointed investment adviser to the
Fund; and
WHEREAS, the Adviser desires to retain the Sub-Adviser to assist it
in the provision of a continuous investment program for the Fund and the
Sub-Adviser is willing to do so; and
WHEREAS, the Board of Trustees of the Trust and the Fund's
shareholders have approved this Agreement, and the Sub-Adviser is willing to
furnish such services upon the terms and conditions herein set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Adviser hereby appoints the Sub-Adviser to
act as sub-adviser to the Fund as permitted by the Adviser's Advisory
Agreement with the Trust pertaining to the Fund. Intending to be legally
bound, the Sub-Adviser accepts such appointment and agrees to render the
services herein set forth for the compensation herein provided.
2. SUB-ADVISORY SERVICES. Subject to the supervision of the Trust's
Board of Trustees, the Sub-Adviser shall assist the Adviser in providing a
continuous investment program with respect to the Fund's portfolio, including
investment research and management with respect to all securities and
investments and cash equivalents in the Fund. The Sub-Adviser may, subject to
the Adviser's review, determine the securities and investments to be purchased,
sold or retained by the Fund, and the Sub-Adviser may place orders directly with
the issuer or any broker or dealer for such securities and investments. The
Sub-Adviser will provide services under this Agreement in accordance with the
Fund's investment objective, policies and restrictions as stated in the Fund's
prospectus and Statement of Additional Information, which shall be forwarded to
the Sub-Adviser by the Adviser from time to time, and resolutions of the Trust's
Board of Trustees applicable to the Fund provided those resolutions are
communicated to the Sub-Adviser and a reasonable amount of time is provided in
order for it to comply.
Without limiting the generality of the foregoing, the Sub-Adviser
further agrees that it:
(a) will use the same skill and care in providing such services as it
uses in providing services to fiduciary accounts for which it has
investment responsibilities;
(b) will conform with all applicable Rules and Regulations of the
Commission under the 1940 Act applicable to sub-advisers and to
registered investment companies 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 Sub-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 Sub-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 Sub-Adviser may, in its
discretion, purchase and sell portfolio securities to and from brokers
and dealers who provide the Sub-Adviser with research advice and other
services. In no instance will portfolio securities be purchased from
or sold to BISYS Fund Services, the Investment Adviser, the Sub-Adviser
or any affiliated person of the Trust, BISYS Fund Services,
the Sub-Adviser or the Investment Adviser, except to the extent
permitted by the 1940 Act and the Commission;
(d) will maintain or cause to be maintained 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
(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
Sub-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.
3. SERVICES NOT EXCLUSIVE. Except as provided herein, the services
furnished by the Sub-Adviser hereunder are deemed not to be exclusive, and the
Sub-Adviser shall be free to furnish similar services to others so long as its
services under this Agreement are not impaired thereby.
4. BOOKS AND RECORDS. In compliance with the requirements of Rule
31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which
it maintains for the Trust 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 Sub-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.
5. EXPENSES. During the term of this Agreement, the Sub-Adviser
will pay all expenses incurred by it in connection with its activities under
this Agreement other than the cost of securities, commodities and other
investments (including brokerage commissions and other transaction charges, if
any) purchased for the Fund.
6. COMPENSATION. For the services provided and the expenses assumed
with respect to the Fund pursuant to this Agreement, the Sub-Adviser will be
entitled to a fee from the Adviser, computed daily and payable monthly,
calculated at the annual rate of 0.70% of the Fund's average daily net assets.
Such fee shall be payable in Australian dollars and shall be delivered to the
Sub-Adviser at its principal place of business (or to a specified bank account)
promptly after the end of each month.
7. LIMITATION OF LIABILITY. The Sub-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 Sub-Adviser in the performance of its duties or
from reckless disregard by it of its obligations and duties under this
Agreement. Notwithstanding the foregoing or any other provision of this
Agreement, nothing herein shall in any way constitute a waiver or limitation of
any rights that the Trust, the Fund or the Adviser may have under the United
States federal or State securities laws, which may impose liability on persons
who act in good faith.
8. DURATION AND TERMINATION. Unless sooner terminated, this
Agreement shall continue until __________, 2000, and thereafter shall continue
automatically for successive annual periods, provided such continuance is
specifically approved at least annually by the Trust's Board of Trustees or vote
of the lesser of (a) 67% of the shares of the Fund represented at a meeting if
holders of more than 50% of the outstanding shares of the Fund are present in
person or by proxy or (b) more than 50% of the outstanding shares of the Fund,
provided that in either event its continuance also is approved by a majority of
the Trust's Trustees who are not "interested persons" (as defined in the 1940
Act) of any party to this Agreement (the "Independent Trustees"), by vote cast
in person at a meeting called for the purpose of voting on such approval. This
Agreement is terminable at any time without penalty, on 60 days' notice, by the
Adviser, the Sub-Adviser or by the Trust's Board of Trustees or by vote of the
lesser of (a) 67% of the shares of the Fund represented at a meeting if holders
of more than 50% of the outstanding shares of the Fund are present in person or
by proxy or (b) more than 50% of the outstanding shares of the Fund. This
Agreement will terminate automatically in the event of its assignment (as
defined in the 1940 Act).
9. 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.
10. GOVERNING LAW. This Agreement shall be governed by and its
provisions shall be construed in accordance with the laws of the Commonwealth of
Massachusetts.
11. POSSESSION OF FUND ASSETS. At all times the assets of the Fund
(consisting of all cash, securities and other instruments held by the Fund)
shall remain exclusively under the management and control of the Fund's
custodian. At no time will the Sub-Adviser have custody or possession of any
such assets of the Fund.
12. MISCELLANEOUS. The names The Coventry Group and "Trustees of the
Coventry Group" refer respectively to the Trust created and to 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 Trust entered into in the name or on behalf
hereof 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 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.
ERNST & COMPANY
By:
----------------------------
Name:
----------------------------
Title:
-------------------------
NATIONAL MUTUAL FUNDS
MANAGEMENT
(GLOBAL), LTD.
By:
----------------------------
Name:
-------------------------
Title:
-------------------------
ERNST ASIA FUNDMeeting.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORSTRUSTEES OF THE COVENTRY GROUP
SPECIAL MEETING OF SHAREHOLDERS
JANUARY 14, 1998, 9:00 A.M. EASTERN TIMEFUND. The undersignedBoard of
Trustees recommends that you vote FOR the following proposals:
I.I. Approval of an amended Investment Advisory Agreement for the Fund.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
II. Approval of a new Sub-Investment Advisory Agreement for the Fund.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
This proxy will be voted as specified. IF NO SPECIFICATION IS MADE FOR A
PROPOSAL, THIS PROXY WILL BE VOTED FOR THAT PROPOSAL.
---
Receipt of the Notice of Special Meeting and Proxy Statement is hereby
revokes all previous proxies for hisacknowledged.
Dated _________________________, 2000
______________________________________________
Name of Shareholder(s) -- Please print or her shares and
appoints Walter B. Grimm and J. David Huber, with powertype
______________________________________________
Signature(s) of substitution, as
Proxies, and hereby authorizes them to vote as designated below, as effectively
as the undersigned could do if personally present, all the sharesShareholder(s)
______________________________________________
Signature(s) of Ernst Asia
Fund held of recordShareholder(s)
This proxy must be signed by the undersigned on December 5, 1997, at the Special
Meetingbeneficial owner of Shareholders, or any adjournment thereof, to be held at 9:00 a.m.
Eastern Time on January 14, 1998 at the offices of BISYS Fund Services, Inc.,
3435 Stelzer Road, Columbus, Ohio 43219.
Please sign exactly as your name or names appear below.
Where shares are held by joint tenants, both should sign.shares. If signing as
attorney, executor, trustee,guardian or in any othersome representative capacity or as an officer
of a corporate officer,corporation, please give full title. Please date the proxy.
------------------------------------------
Signature
------------------------------------------
Signature (if held jointly)
------------------------------------------
Date
This Proxy is solicited on behalf of the Board of Trustees, and when properly
executed, will be votedadd title as specified. If no specification is made, the
undersigned's vote, as a shareholder of Ernst Asia Fund, will be cast FOR
Proposal 1 and FOR Proposal 2a. If any other matters properly come before the
meeting of which the Trustees were not aware a reasonable time before the
solicitation of proxies, the undersigned hereby authorizes the Proxies to vote
in their discretion on such matters. The undersigned acknowledges receipt of
the Notice of Meeting and Proxy Statement dated December 19, 1997.
1. Approval of new Investment Advisory Agreement between The Coventry Group
and Ernst & Company
FOR AGAINST ABSTAIN
---------- ---------- ----------
2a. Approval of new Sub-Investment Advisory Agreement between Ernst & Company
and Koeneman Capital Management Pte Ltd., with respect to Ernst Asia Fund.
FOR AGAINST ABSTAIN
---------- ---------- ----------
/ / Check here if you plan to attend the Meeting. _______ persons.
ERNST GLOBAL RESOURCES FUNDsuch.
PLEASE VOTE, SIGN AND DATE THIS PROXY IS SOLICITED BYAND RETURN IT IN THE BOARD OF DIRECTORS OF THE COVENTRY GROUP
SPECIAL MEETING OF SHAREHOLDERS
JANUARY 14, 1998, 9:00 A.M. EASTERN TIME
The undersigned hereby revokes all previous proxies for his or her shares and
appoints Walter B. Grimm and J. David Huber, with power of substitution, as
Proxies, and hereby authorizes them to vote as designated below, as effectively
as the undersigned could do if personally present, all the shares of Ernst
Global Resources Fund held of record by the undersigned on December 5, 1997, at
the Special Meeting of Shareholders, or any adjournment thereof, to be held at
9:00 a.m. Eastern Time on January 14, 1998 at the offices of BISYS Fund
Services, Inc., 3435 Stelzer Road, Columbus, Ohio 43219.
Please sign exactly as your name or names appear below.
Where shares are held by joint tenants, both should sign.
If signing as attorney, executor, trustee, or in any other
representative capacity, or as a corporate officer, please
give full title. Please date the proxy.
-------------------------------------------
Signature
-------------------------------------------
Signature (if held jointly)
-------------------------------------------
Date
This Proxy is solicited on behalf of the Board of Trustees, and when properly
executed, will be voted as specified. If no specification is made, the
undersigned's vote, as a shareholder of Ernst Global Resources Fund, will be
cast FOR Proposal 1 and FOR Proposal 2b. If any other matters properly come
before the meeting of which the Trustees were not aware a reasonable time before
the solicitation of proxies, the undersigned hereby authorizes the Proxies to
vote in their discretion on such matters. The undersigned acknowledges receipt
of the Notice of Meeting and Proxy Statement dated December 19, 1997.
1. Approval of new Investment Advisory Agreement between The Coventry Group
and Ernst & Company
FOR AGAINST ABSTAIN
---------- ---------- ----------
2b. Approval of new Sub-Investment Advisory Agreement between Ernst & Company
and National Mutual Funds Management (Global) Ltd., with respect to Ernst
Global Resources Fund.
FOR AGAINST ABSTAIN
---------- ---------- ----------
/ / Check here if you plan to attend the Meeting. _______ persons.
ERNST GLOBAL ASSET ALLOCATION FUND
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COVENTRY GROUP
SPECIAL MEETING OF SHAREHOLDERS
JANUARY 14, 1998, 9:00 A.M. EASTERN TIME
The undersigned hereby revokes all previous proxies for his or her shares and
appoints Walter B. Grimm and J. David Huber, with power of substitution, as
Proxies, and hereby authorizes them to vote as designated below, as effectively
as the undersigned could do if personally present, all the shares of Ernst
Global Asset Allocation Fund held of record by the undersigned on December 5,
1997, at the Special Meeting of Shareholders, or any adjournment thereof, to be
held at 9:00 a.m. Eastern Time on January 14, 1998 at the offices of BISYS Fund
Services, Inc., 3435 Stelzer Road, Columbus, Ohio 43219.
Please sign exactly as your name or names appear below.
Where shares are held by joint tenants, both should sign.
If signing as attorney, executor, trustee, or in any other
representative capacity, or as a corporate officer, please
give full title. Please date the proxy.
-------------------------------------------
Signature
-------------------------------------------
Signature (if held jointly)
-------------------------------------------
Date
This Proxy is solicited on behalf of the Board of Trustees, and when properly
executed, will be voted as specified. If no specification is made, the
undersigned's vote, as a shareholder of Ernst Global Asset Allocation Fund, will
be cast FOR Proposal 1 and FOR Proposal 2c. If any other matters properly come
before the meeting of which the Trustees were not aware a reasonable time before
the solicitation of proxies, the undersigned hereby authorizes the Proxies to
vote in their discretion on such matters. The undersigned acknowledges receipt
of the Notice of Meeting and Proxy Statement dated December 19, 1997.
1. Approval of new Investment Advisory Agreement between The Coventry Group
and Ernst & Company
FOR AGAINST ABSTAIN
---------- ---------- ----------
2c. Approval of new Sub-Investment Advisory Agreement between Ernst & Company
and National Mutual Funds Management (Global) Ltd., with respect to Ernst
Global Asset Allocation Fund.
FOR AGAINST ABSTAIN
---------- ---------- ----------
/ / Check here if you plan to attend the Meeting. _______ persons.ENCLOSED POSTAGE-PAID
ENVELOPE.