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EXHIBIT 15(a)
BISYS FUND SERVICES LIMITED PARTNERSHIP
d/b/a BISYS FUND SERVICES
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
SHAREHOLDER SERVICING AGREEMENT
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Ladies and Gentlemen:
BISYS Fund Services Limited Partnership d/b/a BISYS Fund Services (the
"Distributor") serves as the distributor to the THE COVENTRY GROUP (the
"Company"), an open-end management investment company organized as a
Massachusetts business trust and registered with the Securities and Exchange
Commission (the "SEC") under the Investment Company Act of 1940 (the "1940
Act"). Pursuant to Rule 12b-1 under the 1940 Act ("Rule 12b-1"), but subject to
the provisions of Section 4.1 hereof, the holders of the units of beneficial
interest ("Shares") of each of the investment portfolios (currently existing or
hereafter created) of the Company identified on Schedule A hereto (individually,
a "Fund"; collectively, the "Funds") have adopted or may adopt a Distribution
and Shareholder Servicing Plan (the "Plan") which, among other things,
authorizes the Distributor to enter into this Shareholder Servicing Agreement
with ____________ (the "Participating Organization"), with its principal office
located at ________________, concerning the provision of support services to the
Participating Organization's customers ("Customers") who may from time to time
beneficially own Fund Shares. The terms and conditions of this Agreement are as
follows:
1. REFERENCE TO PROSPECTUS; DETERMINATION OF NET ASSET VALUE.
1.1 Reference is made to the prospectuses of the Funds (individually, a
"Prospectus"; collectively, the "Prospectuses") as from time to time are
effective under the Securities Act of 1933 (the "1933 Act"). Terms defined
therein and not otherwise defined herein are used herein with the meaning so
defined.
2. SERVICES AS PARTICIPATING ORGANIZATION.
2.1 The Participating Organization shall provide any combination of the
following support services, as agreed upon by the parties from time to time, to
Customers who may from time to time beneficially own Shares of a Fund: (i)
aggregating and processing purchase and redemption requests for a Fund's Shares
from Customers and placing net purchase and redemption orders with the
Distributor; (ii) processing dividend payments from the Company on behalf of
Customers; (iii) arranging for bank wire transfer of funds to or from a
Customer's account; (iv) responding to inquiries from Customers relating to the
services performed by the Participating Organization under this Agreement; (v)
providing subaccounting with respect to a Fund's Shares
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beneficially owned by Customers or the information to the Company necessary for
subaccounting; (vi) if required by law, forwarding Shareholder communications
from the Company (such as proxies, Shareholders reports, annual and semi-annual
financial statements, and dividend, distribution, and tax notices) to Customers;
(vii) forwarding to Customers proxy statements and proxies containing any
proposals regarding this Agreement or a Fund's Plan; (viii) providing such other
similar services as the Distributor may reasonably request to the extent the
Participating Organization is permitted to do so under applicable statutes,
rules, or regulations.
2.2 The Participating Organization will provide such office space and
equipment, telephone facilities, and personnel (which may be any part of the
space, equipment, and facilities currently used in the Participating
Organization's business, or any personnel employed by the Participating
Organization) as may be reasonably necessary or beneficial in order to provide
such services to Customers.
2.3 All orders for a Fund's Shares are subject to acceptance or
rejection by the Company in its sole discretion, and the Company may, in its
discretion and without notice, suspend or withdraw the sale of a Fund's Shares,
including the sale of such Shares to the Participating Organization for the
account of any Customer or Customers.
2.4 The Participating Organization shall act solely for, upon the order
of, and for the account of, its Customers. For all purposes of this Agreement,
the Participating Organization will be deemed to be an independent contractor,
and will have no authority to act as agent for the Distributor in any matter or
in any respect. No person is authorized to make any representations concerning
the Distributor, the Company, or a Fund's Shares except those representations
contained in the Fund's then-current Prospectus and the Company's Statement of
Additional Information and in such printed information as the Distributor or the
Company may subsequently prepare. The Participating Organization further agrees
to deliver to Customers, upon the request of the Distributor, copies of any
amended Prospectus and Statement of Additional Information.
2.5 The Participating Organization and its employees will, upon
request, be available during normal business hours to consult with the
Distributor or its designees concerning the performance of the Participating
Organization's responsibilities under this Agreement. In addition, the
Participating Organization will furnish to the Distributor, the Company or their
designees such information as the Distributor, the Company or their designees
may reasonably request (including, without limitation, periodic certifications
confirming the provision to Customers of the services described herein), and
will otherwise cooperate with the Distributor, the Company and their designees
(including, without limitation, any auditors designated by the Company), in the
preparation of reports to the Company's Board of Trustees concerning this
Agreement, as well as any other reports or filings that may be required by law.
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3. COMPENSATION.
3.1 The Distributor shall pay the Participating Organization for the
services to be provided by the Participating Organization under this Agreement
in accordance with, and in the manner set forth in, Schedule B hereto, as such
Schedule may be amended from time to time.
4. REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
4.1 By written acceptance of this Agreement, the Participating
Organization further represents, warrants, and agrees that: (i) the
Participating Organization believes that it possesses the legal authority to
perform the services contemplated by this Agreement without violation of
applicable Federal banking laws (including the ▇▇▇▇▇-▇▇▇▇▇▇▇▇ Act) and
regulations.
5. EXCULPATION; INDEMNIFICATION.
5.1 The Distributor shall not be liable to the Participating
Organization and the Participating Organization shall not be liable to the
Distributor except for acts or failures to act which constitute lack of good
faith or gross negligence and for obligations expressly assumed by either party
hereunder. Nothing contained in this Agreement is intended to operate as a
waiver by the Distributor or by the Participating Organization of compliance
with any applicable federal or state law, rule, or regulation and the rules and
regulations promulgated by the National Association of Securities Dealers, Inc.
6. EFFECTIVE DATE; TERMINATION.
6.1 This Agreement will become effective with respect to each Fund on
the date a fully executed copy of this Agreement is received by the Distributor
or its designee. Unless sooner terminated with respect to any Fund, this
Agreement will continue with respect to a Fund until ____________, 19 ____, and
thereafter will continue automatically for successive annual periods ending on
__________ of each year, provided such continuance is specifically approved at
least annually by the vote of a majority of the members of the Board of
Trustees of the Company who are not "interested persons" (as such term is
defined in the ▇▇▇▇ ▇▇▇) and who have no direct or indirect financial interest
in the Plan relating to such Fund or any agreement relating to such Plan,
including this Agreement, cast in person at a meeting called for the purpose of
voting on such approval.
6.2 This Agreement will automatically terminate with respect to a Fund
in the event of its assignment (as such term is defined in the ▇▇▇▇ ▇▇▇) with
respect to such Fund. This Agreement may be terminated with respect to any Fund
by the Distributor or by the Participating Organization, without penalty, upon
ten days' prior written notice to the other party. This Agreement may also be
terminated with respect to any Fund at any time without penalty by the vote of a
majority of the members of the Board of Trustees of the Company who are not
"interested persons" (as such term is defined in the ▇▇▇▇ ▇▇▇) and who have no
direct or indirect
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financial interest in the Plan relating to such Fund or any agreement relating
to such Plan, including this Agreement, or by a vote of a majority of the Shares
of such Fund on ten days' written notice.
7. GENERAL.
7.1 All notices and other communications to either the Participating
Organization or the Distributor will be duly given if mailed, telegraphed or
telecopied to the appropriate address set forth on page 1 hereof, or at such
other address as either party may provide in writing to the other party.
7.2 The Distributor may enter into other similar agreements for the
provision of Shareholder services with any other person or persons without the
Participating Organization's consent.
7.3 This Agreement supersedes any other agreement between the
Distributor and the Participating Organization relating to the provision of
support services to the Participating Organization's Customers who beneficially
own a Fund's Shares and relating to any other matters discussed herein. All
covenants, agreements, representations, and warranties made herein shall be
deemed to have been material and relied on by each party, notwithstanding any
investigation made by either party or on behalf of either party, and shall
survive the execution and delivery of this Agreement. The invalidity or
unenforceability of any term or provision hereof shall not affect the validity
or enforceability of any other term or provision hereof. The headings in this
Agreement are for convenience of reference only and shall not alter or otherwise
affect the meaning hereof. This Agreement may be executed in any number of
counterparts which together shall constitute one instrument and shall be
governed by and construed in accordance with the laws (other than the conflict
of laws rules) of the State of Ohio and shall bind and inure to the benefit of
the parties hereto and their respective successors and assigns.
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Please confirm that the foregoing is in accordance with your
understanding by indicating your acceptance hereof at the place below indicated.
BISYS FUND SERVICES
LIMITED PARTNERSHIP
By: BISYS Fund Services, Inc.,
General Partner
By:
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Title:
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Date:
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ACCEPTED AND AGREED TO:
By:
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Title:
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Date:
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Schedule A
to the
Shareholder Servicing Agreement with Respect to
Distribution Assistance and Shareholder Services
between BISYS Fund Services Limited Partnership
and ____________________________________________
FUNDS
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This Agreement shall apply to (i) all Funds of the Company that have
adopted a Distribution and Shareholder Servicing Plan (the "Plan") as of the
effective date of this Agreement and (ii) all Funds hereafter created that adopt
the Plan. The current Funds that have adopted the Plan are set forth below:
Stewardship Aggressive Growth Fund
Stewardship Moderate Growth Fund
Stewardship Conservative Growth Fund
(the "Stewardship Portfolios")
BISYS FUND SERVICES
LIMITED PARTNERSHIP ACCEPTED AND AGREED TO:
By: BISYS Fund Services, Inc., ------------------------------
General Partner
By: By:
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Title: Title:
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Date: Date:
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to the
Shareholder Servicing Agreement with Respect to
Distribution Assistance and Shareholder Services
between BISYS Fund Services Limited Partnership
and _________________________________________
COMPENSATION(1)
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The Participating Organization shall receive a fee calculated at an
annual rate of ________________ one-hundredths of one percent (. ______%) of
each Fund's average daily net assets attributable to Shares beneficially owned
by the Participating Organization's Customers.
BISYS FUND SERVICES
LIMITED PARTNERSHIP ACCEPTED AND AGREED TO:
By: BISYS Fund Services, Inc., ------------------------------
General Partner
By: By:
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Title: Title:
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Date: Date:
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1 All fees are computed daily and paid periodically.
B-1
