Exhibit 23(d)

INVESTMENT ADVISORY AGREEMENT

This Agreement is made as of March 23, 1999 between THE COVENTRY GROUP, a Massachusetts business trust (the "Trust"), and United States Trust Company of Boston, a Massachusetts chartered banking and trust company (the "Investment Adviser").

WHEREAS, the Trust is registered as an open-end management investment company under the Investment Company Act of 1940, as amended ("1940 Act"); and

WHEREAS, the Trust desires to retain the Investment Adviser to provide, or to arrange for the provision of, investment advisory services to certain investment portfolios of the Trust and may retain the Investment Adviser to serve in such capacity to certain additional investment portfolios of the Trust, all as now or hereafter may be identified in Schedule A hereto (such current investment portfolios and any such additional investment portfolios together called the "Funds") and the Investment Adviser represents that it is willing and possesses legal authority to so furnish such services without violation of applicable laws (including the Glass-Steagall Act) and regulations;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is agreed between the parties hereto as follows:

Section 1. APPOINTMENT. The Trust hereby appoints the Investment Adviser to act as investment adviser to the Funds for the period 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 time to time be added to those covered by this Agreement by the parties executing a new Schedule A which shall become effective upon its execution and shall supersede any Schedule A having an earlier date.

Section 2. DELIVERY OF DOCUMENTS. The Trust has furnished the Investment Adviser with copies properly certified or authenticated of each of the following:

(a) the Trust's Declaration of Trust, and any and all amendments thereto or restatements thereof (such Declaration, 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) resolutions 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 as filed with the Securities and Exchange Commission and all amendments thereto;

(e) the Trust's Registration Statement on. Form N-1A under the Securities Act of 1933, as amended ("1933 Act"), and under the 1940 Act as filed with the Securities and Exchange Commission and the most recent amendment 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 supplements to the foregoing.

Section 3. MANAGEMENT. Subject to the supervision of the Trust's Board of Trustees, the Investment Adviser will provide, or arrange for the provision of, a continuous investment program for each of the Funds, including investment research and management with respect to all securities and investments and cash equivalents in the Funds. The Investment Adviser will determine, or arrange for others to determine, from time to time what securities and other investments will be purchased, retained or sold by the Trust with respect to the Funds and will implement, or arrange for others to implement, such determinations through the placement, in the name of the Funds, of orders for the execution of portfolio transactions with or through such brokers or dealers as it may select. The Investment Adviser will provide, or arrange for the provision of, the services under this Agreement in accordance with each of the Fund's investment objectives, policies, and restrictions as stated in the Prospectus and resolutions of the Trust's Board of Trustees.

Subject to the provisions of this Agreement, the Declaration of Trust and the 1940 Act, the Investment Adviser may select and enter into contracts with one or more qualified investment advisers ("Sub-Advisers") to provide to the Trust some or all of the services required by this Agreement. With respect to any such appointment by the Investment Adviser of any of the Sub-Advisers, the Investment Adviser will, as appropriate:

(a) advise the Sub-Advisers with respect to economic conditions and trends;

(b) assist Sub-Advisers with the placement of orders for the purchase and sale of securities;

(c) assist and consult with the Sub-Advisers in connection with the Funds' continuous investment programs; and

(d) periodically review, evaluate and report to the Trust's Board of Trustees with respect to the performance of the Sub-Advisers.

In fulfilling its responsibilities hereunder, the Investment Adviser further agrees that it will, or, with respect to services provided to the Trust by any of the Sub-Advisers appointed by the Investment Adviser, that it will require that each of the Sub-Advisers:

(a) 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) conform with all applicable Rules and Regulations of the Securities and Exchange Commission and in addition will conduct its activities under this Agreement (or any applicable sub-investment advisory agreement) in accordance with any applicable regulations of any governmental authority, state or federal, pertaining to the investment advisory activities of the Investment Adviser;

(c) not make loans to any person to purchase or carry shares of beneficial interest in the Trust or make loans to the Trust;

(d) place orders pursuant to its investment determinations for the Funds either directly with the issuer or with any broker or dealer. In placing orders with brokers and dealers, the Investment Adviser will attempt to obtain, or require that each of the Sub-Advisers obtain, prompt execution of orders in an effective manner at the most favorable price. In assessing the best execution available for any transaction, the Investment Adviser or any of the Sub-Advisers shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-dealer and the reasonableness of the commission, if any (for the specific transaction and on a continuing basis). Consistent with this obligation, the Investment Adviser and any of the Sub-Advisers may, in its discretion and to the extent permitted by law, purchase and sell portfolio securities to and from brokers and dealers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of 1934) to or for the benefit of the Funds and/or other accounts over which the Investment Adviser or any of the Sub-Advisers exercises investment discretion. Subject to the review of the Trust's Board of Trustees from time to time with respect to the extent and continuation of the policy, the Investment Adviser and any of the Sub-Advisers are authorized to pay a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for any of the Funds which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Investment Adviser or Sub-Advisers determine in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities of the Investment Adviser or Sub-Advisers with respect to the accounts as to which it exercises investment discretion. In placing orders with brokers and dealers, consistent with applicable laws, rules and regulations, the Investment Adviser may consider the sale of shares of the Trust. Except as otherwise permitted by applicable laws, rules and regulations, in no instance will portfolio securities be purchased from or sold to BISYS Fund Services Limited Partnership, the Investment Adviser, any Sub-Adviser, or any affiliated person of the Trust, BISYS Fund Services Limited Partnership, the Investment Adviser or any Sub-Adviser;

(e) will maintain, or select others to maintain on its behalf, all books and records with respect to the securities transactions of the Funds and will furnish the Trust's Board of Trustees such periodic and special reports as the Board may request;

(f) will treat confidentially and as proprietary information of the Trust all records and other information relative to the Trust and the Funds 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 Investment Adviser or any Sub-Adviser may be exposed to civil or criminal proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Trust; and

(g) will maintain its policy and practice of conducting its fiduciary functions independently. In making investment recommendations for the Funds, the Investment Adviser's or Sub-Advisers' personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Trust's account are customers of the Investment Adviser or any Sub-Adviser or of their respective parents, subsidiaries or affiliates. In dealing with such customers, the Investment Adviser or any Sub-Adviser and their respective parents, subsidiaries, and affiliates will not inquire or take into consideration whether securities of those customers are held by the Trust.

Section 4. SERVICES NOT EXCLUSIVE. The investment management services furnished by the Investment Adviser and any Sub-Adviser hereunder are not to be deemed exclusive, and the Investment Adviser and any Sub-Adviser shall be free to furnish similar services to others so long as its services under this Agreement or any sub-advisory agreement are not impaired thereby.

Section 5. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Investment Adviser hereby agrees that all records which it maintains for the Funds are the property of the Trust and further agrees to surrender promptly, and to require each of the Sub-Advisers to surrender promptly, to the Trust any of such records upon the Trust's request. The Investment Adviser further agrees to preserve, and to require each of the Sub-Advisers 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.

Section 6. EXPENSES. During the term of this Agreement, the Investment Adviser will pay all expenses, including as applicable, the compensation of any Sub-Advisers appointed by it, incurred by it in connection with its activities under this Agreement other than the cost of securities (including brokerage commissions, if any) purchased for the Funds.

Section 7. COMPENSATION. For the services provided and the expenses assumed pursuant to 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. The obligations of the Funds to pay the above-described fee to the Investment Adviser will begin as of the respective dates of the initial public sale of shares in the Funds; provided, however, that the Investment Adviser may from time to time waive some or all of such fees until such time as it notifies the Trust that it has terminated such waiver.

Section 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 Funds 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 Investment Adviser in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.

Section 9. DURATION AND TERMINATION. This Agreement will become effective as of the date first written above (or, if a particular Fund is not in existence on that date, on the date a registration statement relating to that Fund becomes effective with the Securities and Exchange Commission and Schedule A hereto is amended to add such Fund), provided that it shall have been approved by vote of a majority of the outstanding voting securities of such Fund, in accordance with the requirements under the 1940 Act, and, unless sooner terminated as provided herein, shall continue in effect until June 1, 2001.

Thereafter, if not terminated, this Agreement shall continue in effect as to a particular Fund for successive periods of twelve months each ending on June 1st of each year, provided such continuance is specifically approved at least annually (a) by the vote of a majority of those members of the Trust's Board of Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) by 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 a majority of the outstanding voting securities of such Fund) or by the Investment Adviser. This Agreement will immediately terminate 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 terms in the 1940 Act.)

Section 10. INVESTMENT ADVISER'S REPRESENTATIONS. The Investment Adviser hereby represents that it is willing and possesses all requisite legal authority to provide the services contemplated by this Agreement without violation of applicable laws and regulations, including but not limited to the Glass-Steagall Act and the regulations promulgated thereunder.

Section 11. 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.

Section 12. NAME. The Trust hereby-acknowledges that the name "Boston Trust/Walden" is a property right of the Investment Adviser. The Investment Adviser agrees that the Trust and the Funds may, so long as this Agreement remains in effect, use "Boston Trust" as part of its name. The Investment Adviser may permit other persons, firms or corporations, including other investment companies, to use such name and may, upon termination of this Agreement, require the Trust and the Funds to refrain from using the name "Boston Trust/Walden" in any form or

combination in its name or in its business or in the name of any of its Funds, and the Trust shall, as soon as practicable following its receipt of any such request from the Investment Adviser, so refrain from using such name.

Section 13. MISCELLANEOUS. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. 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 thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and shall be governed by the law of the Commonwealth of Massachusetts.

The Coventry Group is a business trust organized under the laws of the Commonwealth of Massachusetts and under a Declaration of Trust, to which reference is hereby made and a copy of which is on file at the office of the Secretary of State of Massachusetts, 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 by any of the Trustees, officers, employees or agents are made not individually, but in such capacities, and are not binding upon any of the Trustees, officers, employees, agents or shareholders of the Trust personally, but bind only the assets of the Trust, and all persons dealing with any of the Funds of the Trust must look solely to the assets of the Trust belonging to such Fund 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.

THE COVENTRY GROUP

UNITED STATES TRUST
COMPANY OF BOSTON

Dated: March 23, 1999

Schedule A to the Investment Advisory Agreement between The Coventry Group and United States Trust Company of Boston dated March 23, 1999

NAME OF FUND                            COMPENSATION(1)
------------                            ---------------

Boston Trust Balanced Fund              .75 % of average daily net assets

Boston Trust Equity Fund                .75 % of average daily net assets

Walden Social Equity Fund               .75 % of average daily net assets

Walden Social Balanced Fund             .75 % of average daily net assets

Walden/BBT International Social  Index  .50 % of average daily net assets
Fund

Walden/BBT Domestic Social  Index Fund  .50 % of average daily net assets






THE COVENTRY GROUP                     UNITED STATES TRUST COMPANY OF BOSTON


By                                     By
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Name:                                  Name:
      --------------------------             --------------------------

Title:                                 Title:
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Exhibit 23(e)

DISTRIBUTION AGREEMENT

This Agreement is made this March 23, 1999, between The Coventry Group, a Massachusetts business trust (the "Trust"), 3435 Stelzer Road, Columbus, Ohio 43219, and BISYS Fund Services Limited Partnership d/b/a BISYS Fund Services, an Ohio limited partnership ("Distributor"), 3435 Stelzer Road, Columbus, Ohio 43219.

WHEREAS, the Trust is an open-end management investment company, organized as a Massachusetts business trust and registered with the Securities and Exchange Commission (the "Commission") under the Investment Company Act of 1940, as amended (the "1940 Act"); and

WHEREAS, it is intended that Distributor act as the distributor of the units of beneficial interest ("Shares") of each of the investment portfolios of the Trust identified on Schedule A hereto as such Schedule may be amended from time to time (such portfolios being referred to individually as a "Fund" and collectively as the "Funds").

NOW, THEREFORE, in consideration of the mutual premises and covenants herein set forth, the parties agree as follows:

1. SERVICES AS DISTRIBUTOR.

1.1 Distributor will act as agent for the distribution of the Shares covered by the registration statement and prospectus of the Trust then in effect under the Securities Act of 1933, as amended ("1933 Act"). As used in this Agreement, the term "registration statement" shall mean Parts A (the prospectus) , B (the Statement of Additional Information) and C of each registration statement that is filed on Form N-1A, or any successor thereto, with the commission, together with any amendments thereto. The term "prospectus" shall mean each form of prospectus and Statement of Additional Information used by the Funds for delivery to shareholders and prospective shareholders after the effective dates of the above referenced registration statements, together with any amendments and supplements thereto.

1.2 Distributor agrees to use appropriate efforts to solicit orders for the sale of the Shares and will undertake such advertising and promotion as it believes reasonable in connection with such solicitation. The Trust understands that Distributor is now and, in the future, may be the distributor of the shares of several investment companies or series (together, "Companies") including Companies having investment objectives similar to those of the Trust. The Trust further understands that investors and potential investors in the Trust may invest in shares of such other companies. The Trust agrees that Distributor's duties to such Companies shall not be deemed in conflict with its duties to the Trust under this paragraph 1.2.

Except as provided in Section 2 herein, Distributor shall, at its own expense, finance appropriate activities which it deems reasonable which are primarily intended to result in the sale of the Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current Shareholders, and the printing and mailing of sales literature.

1.3 In its capacity as distributor of the Shares, all activities of Distributor and its partners, agents, and employees shall comply with all applicable laws, rules and regulations, including, without limitation, the 1940 Act, all rules and regulations promulgated by the Commission thereunder and all rules and regulations adopted by any securities association registered under the Securities Exchange Act of 1934.

1.4 Distributor will provide one or more persons, during normal business hours, to respond to telephone questions with respect to the Trust.

1.5 Distributor will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the Funds.

1.6 Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by abnormal circumstances of any kind, the Trust's officers may decline to accept any orders for, or make any sales of, the Shares until such time as those officers deem it advisable to accept such orders and to make such sales.

1.7 Distributor will act only on its own behalf as principal if it chooses to enter into selling agreements with selected dealers or others.

1.8 The Trust agrees at its own expense to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as Distributor may designate.

1.9 The Trust shall furnish from time to time, for use in connection with the sale of the Shares, such information with respect to the Funds and the Shares as Distributor may reasonably request; and the Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Trust shall also furnish Distributor upon request with: (a) unaudited semi-annual statements of the Funds' books and accounts prepared by the Trust, (b) a monthly itemized list of the securities in the Funds, (c) monthly balance sheets as soon as practicable after the end of each month, and (d) from time to time such additional information regarding the financial condition of the Funds as Distributor may reasonably request. The Distributor shall furnish such records of its activities with respect to the Funds to the Trust as the Trust may reasonably request.

1.10 The Trust represents to Distributor that, with respect to the Shares, all registration statements and prospectuses filed by the Trust with the commission under the 1933 Act have been carefully prepared in conformity with the requirements of said Act and rules and regulations of the Commission thereunder and all statements of fact contained in any such registration statement and prospectus will be true and correct when such registration statement becomes effective. Furthermore, neither any registration statement nor any prospectus when such registration statement becomes effective includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein

not misleading to a purchaser of the Shares. The Trust may, but shall not be obligated to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Trust's counsel, be necessary or advisable. If the Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Trust of a written request from Distributor to do so, Distributor may, at its option, terminate this Agreement. The Trust shall not file any amendment to any registration statement or supplement to any prospectus without giving Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Trust's right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

1.11 The Trust authorizes Distributor and dealers to use any prospectus in the form furnished from time to time in connection with the sale of the Shares. The Trust agrees to indemnify, defend and hold Distributor, its several partners and employees, and any person who controls Distributor within the meaning of Section 15 of the 1933 Act free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which Distributor, its partners and employees, or any such controlling person, may incur under the 1933 Act or under common law or otherwise, arising out of ' or based upon any untrue statement, or alleged untrue statement, of a material fact contained in any registration statement or any prospectus or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in either any registration statement or any prospectus or necessary to make the statements in either thereof not misleading; provided, however, that the Trust's agreement to indemnify Distributor, its partners or employees, and any such controlling person shall not be deemed to cover any claims, demands, liabilities or expenses arising out of any statements or representations as are contained in any prospectus and in such financial and other statements as are furnished in writing to the Trust by Distributor and used in the answers to the registration statement or in the corresponding statements made in the prospectus, or arising out of or based upon any omission or alleged omission to state a material fact in connection with the giving of such information required to be stated in such answers or necessary to make the answers not misleading; and further provided that the Trust's agreement to indemnify Distributor and the Trust's representations and warranties hereinbefore set forth in paragraph 1.10 shall not be deemed to cover any liability to the Trust or its Shareholders to which Distributor would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of Distributor's reckless disregard of its obligations and duties under this Agreement. The Trust's agreement to indemnify Distributor., its partners and employees, and any such controlling person, as aforesaid, is expressly conditioned upon the Trust's being notified of any action brought against Distributor, its partners or employees, or any such controlling person, such notification to be given by letter or by telegram addressed to the Trust at its principal office in Columbus, Ohio and sent to the Trust by the person against whom such action is brought, within 10 days after the summons or other first legal process shall have been served. The failure to so notify the Trust of any such action shall not relieve the Trust from any liability which the Trust may have to the person against whom

such action is brought by reason of any such untrue, or allegedly untrue, statement or omission, or alleged omission, otherwise than on account of the Trust's indemnity agreement contained in this paragraph 1.11. The Trust will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by the Trust and approved by Distributor, which approval shall not be unreasonably withheld. In the event the Trust elects to assume the defense of any such suit and retain counsel of good standing approved by Distributor, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Trust does not elect to assume the defense of any such suit, or in case Distributor reasonably does not approve of counsel chosen by the Trust, the Trust will reimburse Distributor, its partners and employees, or the controlling person or persons named as defendant or defendants in such suit, for the fees and expenses of any counsel retained by Distributor or them. The Trust's indemnification agreement contained in this paragraph 1.11 and the Trust's representations and warranties in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of Distributor, its partners and employees, or any controlling person, and shall survive the delivery of any Shares.

This agreement of indemnity will inure exclusively to Distributor's benefit, to the benefit of its several partners and employees, and their respective estates, and to the benefit of the controlling persons and their successors. The Trust agrees promptly to notify Distributor of the commencement of any litigation or proceedings against the Trust or any of its officers or Trustees in connection with the issue and sale of any Shares.

1.12 Distributor agrees to indemnify, defend and hold the Trust, its several officers and Trustees and any person who controls the Trust within the meaning of Section 15 of the 1933 Act free and harmless from and against any and all claims, demands, liabilities and expenses (including the costs of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Trust, its officers or Trustees or any such controlling person, may incur under the 1933 Act or under common law or otherwise, but only to the extent that such liability or expense incurred by the Trust, its officers or Trustees or such controlling person resulting from such claims or demands, shall arise out of or be based upon any untrue, or alleged untrue, statement of a material fact contained in information furnished in writing by Distributor to the Trust and used in the answers to any of the items of the registration statement or in the corresponding statements made in the prospectus, or shall arise out of or be based upon any omission, or alleged omission, to state a material fact in connection with such information furnished in writing by Distributor to the Trust required to be stated in such answers or necessary to make such information not misleading. Distributor's agreement to indemnify the Trust, its officers and Trustees, and any such controlling person, as aforesaid, is expressly conditioned upon Distributor's being notified of any action brought against the Trust, its officers or Trustees, or any such controlling person, such notification to be given by letter or telegram addressed to Distributor at its principal office in Columbus, Ohio, and sent to Distributor by the person against whom such action is brought, within 10 days after the summons or other first legal process shall have been served. Distributor shall have the right of first control of the defense of such action, with counsel of its own choosing, satisfactory to the Trust, if such action is based solely upon such alleged misstatement or omission on Distributor's part, and in

any other event the Trust, its officers or Trustees or such controlling person shall each have the right to participate in the defense or preparation of the defense of any such action. The failure to so notify Distributor of any such action shall not relieve Distributor from any liability which Distributor may have to the Trust, its officers or Trustees, or to such controlling person by reason of any such untrue or alleged untrue statement, or omission or alleged omission, otherwise than on account of Distributor's indemnity agreement contained in this paragraph 1.12.

1.13 No Shares shall be offered by either Distributor or the Trust under any of the provisions of this Agreement and no orders for the purchase or sale of Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10(a) of said Act is not on file with the Commission; provided, however, that nothing contained in this paragraph 1.13 shall in any way restrict or have an application to or bearing upon the Trust's obligation to repurchase Shares from any Shareholder in accordance with the provisions of the Trust's prospectus, Declaration of Trust, or By-Laws.

1.14 The Trust agrees to advise Distributor as soon as reasonably practical by a notice in writing delivered to Distributor or its counsel:

(a) of any request by the Commission for amendments to the registration statement or prospectus then in effect or for additional information;

(b) in the event of the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or prospectus then in effect or the initiation by service of process on the Trust of any proceeding for that purpose;

(c) of the happening of any event that makes untrue any statement of a material fact made in the registration statement or prospectus then in effect or which requires the making of a change in such registration statement or prospectus in order to make the statements therein not misleading; and

(d) of all action of the Commission with respect to any amendment to any registration statement or prospectus which may from time to time be filed with the Commission.

For purposes of this section, informal requests by or acts of the Staff of the Commission shall not be deemed actions of or requests by the Commission.

1.15 Distributor agrees on behalf of itself and its partners and employees to treat confidentially and as proprietary information of the Trust all records and other information relative to the Trust and its prior, present or potential Shareholders, and not to 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 Distributor 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.

1.16 This Agreement shall be governed by the laws of the State of Massachusetts .

2. FEE.

Distributor shall receive from the Funds identified on Schedule B hereto (the "Distribution Plan Funds") a 12b-1 fee at the rate and upon the terms and conditions set forth in the Distribution and Shareholder Service Plan attached as Schedule C hereto, and as amended from time to time. The 12b-1 fee shall be accrued daily and shall be paid on the first business day of each month, or at such time(s) as Distributor shall reasonably request.

3. SALE AND PAYMENT.

Under this Agreement, the following provisions shall apply with respect to the sale of and payment of Shares of a Fund sold at an offering price which includes a sales load (collectively, the "Load Shares;" individually, a "Load Share") as described in the prospectuses of any Funds identified on Schedule D hereto (collectively, the "Load Funds"; individually, a "Load Fund"):

(a) Distributor shall have the right, as principal, to purchase Load Shares at their net asset value and to sell such Load Shares to the public against orders therefor at the applicable public offering price, as defined in Section 4 hereof. Distributor shall also have the right, as principal, to sell Load Shares to dealers against orders therefor at the public offering price less a concession determined by Distributor, which concession shall not exceed the amount of the sales charge or underwriting discount, if any, referred to in Section 4 below.

(b) Prior to the time of delivery of any Load Shares by a Load Fund to, or on the order of, Distributor, Distributor shall pay or cause to be paid to the Load Fund or to its order an amount in Boston or New York clearing house funds equal to the applicable net asset value of such Shares. Distributor may retain so much of any sales charge or underwriting discount as is not allowed by Distributor as a concession to dealers.

4. PUBLIC OFFERING PRICE.

The public offering price of a Load Share shall be the net asset value of such Load Shares, plus any applicable sales charge, all as set forth in the current prospectus of the Load Fund. The net asset value of Shares shall be determined in accordance with the provisions of the Declaration of Trust and By-Laws of the Trust and the then current prospectus of the Load Fund.

5. ISSUANCE OF SHARES.

The Trust reserves the right to issue, transfer or sell Load Shares at net asset value (a) in connection, with the merger or consolidation of the Trust or the Load Fund(s) with any other investment company or the acquisition by the Trust or the Load Fund(s) of all or substantially all of the assets or of the outstanding Shares of any other investment company; (b) in connection with a pro rata distribution directly to the holders of Shares in the nature of a stock dividend or split; (c) upon the exercise of subscription rights granted to the holders of Shares on a pro rata basis; (d) in connection with the issuance of Load Shares pursuant to any exchange and reinvestment privileges described in any then current prospectus of the Load Fund; and (e) otherwise in accordance with any then current prospectus of the Load Fund.

6. TERM, DURATION AND MATTERS RELATING TO THE TRUST AS A MASSACHUSETTS BUSINESS TRUST.

This Agreement shall become effective with respect to each Fund listed on Schedule A hereof as of the date first set forth above (or, if a particular Fund is not in existence on such date, on the date an amendment to Schedule A to this Agreement relating to that Fund is executed), and, unless sooner terminated as provided herein, shall continue in effect until June 1, 2001. Thereafter, if not terminated as provided herein, this Agreement shall continue with respect to a particular Fund in effect automatically for successive one-year periods ending on June 1st of each year with respect to each of the Funds, provided such continuance is specifically approved at least annually by (a) the Trust's Board of Trustees or (b) by "vote of a majority of the outstanding voting securities" (as defined below) of the Trust, provided, however, that in either event the continuance is also approved by a majority of the Trust's Trustees who are not parties to the Agreement or interested persons (as defined in the 1940 Act) of any such party, by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is terminable without penalty, on not less than sixty days" prior written notice, by the Trust's Board of Trustees, by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Trust or by Distributor. This Agreement will also terminate automatically in the event of its assignment (as defined in the 1940 Act).

The Coventry Group is a business trust organized under the laws of the Commonwealth of Massachusetts and under a Declaration of Trust, 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 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 by any of the Trustees, officers, employees or agents are made not individually, but in such capacities, and are not binding upon any of the Trustees, officers, employees, agents or shareholders of the Trust personally, but bind only the assets of the Trust, and all persons dealing with any of the Funds of the Trust must look solely to the assets of the Trust belonging to such Fund for the enforcement of any claims against the Trust.

BISYS FUND SERVICES                                THE COVENTRY GROUP
LIMITED PARTNERSHIP

By:      BISYS Fund Services, Inc.,                By:
         General Partner                              ---------------------
                                                   Name:
                                                        -------------------
By:                                                Title:
   ---------------------                                 ------------------
Name:
     -------------------
Title:
      ------------------

Dated: March 23, 1999

Schedule A to the Distribution Agreement between The Coventry Group and BISYS Fund Services Limited Partnership

                                 March 23, 1999

NAME OF FUND                                                DATE

Boston Trust Balanced Fund                                  March 23, 1999

Boston Trust Equity Fund                                    March 23, 1999

Walden Social Equity  Fund                                  March 23 1999

Walden International Social Index Fund                        March 23, 1999

Walden Social Balanced Fund                                 March 23, 1999

Walden Domestic Social Index Fund                           March 23, 1999



BISYS FUND SERVICES LIMITED                        THE COVENTRY GROUP
    PARTNERSHIP
By:  BISYS Fund Services, Inc.,
       General Partner

By:                                                By:
   --------------------                               --------------------
Name:                                              Name:
     ------------------                                   ----------------
Title:                                             Title:
      -----------------                                  -----------------

Dated: March 23 1999

Schedule B to the Distribution Agreement between The Coventry Group and BISYS Fund Services Limited Partnership March 23, 1999

NAME OF DISTRIBUTION PLAN FUND                                  DATE
------------------------------                                  ----

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BISYS FUND SERVICES LIMITED                          THE COVENTRY GROUP
    PARTNERSHIP
By:  BISYS Fund Services, Inc.,
       General Partner

By:                                                  By:
   --------------------                                 --------------------
Name:                                                Name:
      -----------------                                   ------------------

Title:                                               Title:
      -----------------                                    -----------------

Schedule C to the Distribution Agreement between The Coventry Group and BISYS Fund Services Limited Partnership March 23, 1999

This Plan (the "Plan") constitutes the distribution and shareholder service plan of The Coventry Group, a Massachusetts business trust (the "Trust"), adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "1940 Act"). The Plan relates to those investment portfolios ("Funds") identified on Schedule B to the Trust's Distribution Agreement dated as of October 19, 1998, and as amended from time to time (the "Distribution Plan Funds").

SECTION 1. Each Distribution Plan Fund shall pay to BISYS Fund Services Limited Partnership, the distributor (the "Distributor") of the Funds' shares of beneficial interest (the "Shares") a fee in an amount not to exceed on an annual basis .25% of the average daily net asset value of such Fund (the "12b-1 Fee") for: (i) (a) efforts of the Distributor expended in respect of or in furtherance of sales of Shares, and (b) to enable the Distributor to make payments to banks and other institutions and broker/dealers (a "Participating organization") for distribution assistance pursuant to an agreement with the Participating organization; (ii) reimbursement of expenses (a) incurred by the Distributor, and (b) incurred by a Participating organization pursuant to an agreement in connection with distribution assistance including, but not limited to, the reimbursement of expenses relating to printing and distributing prospectuses to persons other than Shareholders of such Distribution Plan Fund, printing and distributing advertising and sales literature and reports to Shareholders for use in connection with the sales of Shares, processing purchase, exchange and redemption request from customers and placing orders with the Distributor or the Distribution Plan Fund's transfer agent, and personnel and communication equipment used in servicing Shareholder accounts and prospective shareholder inquiries; (iii) (a) efforts of the Distributor expended in servicing shareholders holding Shares, and (b) to enable the Distributor to make payments to a Participating organization for shareholder services pursuant to an agreement with the Participating organization; and (iv) reimbursement of expenses (a) incurred by the Distributor, and (b) incurred by a Participating organization pursuant to' an agreement in connection with shareholder service including, but not limited to, personal, continuing services to investors in the Shares of such Distribution Plan Fund, and providing office space, equipment, telephone facilities and various personnel including clerical, supervisory and computer, as is necessary or beneficial in connection therewith.

For purposes of the Plan, a Participating organization may include the Distributor or any of its affiliates or subsidiaries.

SECTION 2. The 12b-1 Fee shall be paid by the Distribution Plan Funds to the Distributor only to compensate or to reimburse the Distributor for payments or expenses incurred pursuant to Section 1.

SECTION 3. The Plan shall not take effect with respect to a Distribution Plan Fund until it has been approved by a vote of the initial shareholder of such Fund.

SECTION 4. The Plan shall not take effect until it has been approved, together with any related agreements, by votes of the majority (or whatever greater percentage may, from time to time, be required by Section 12(b) of the 1940 Act or the rules and regulations thereunder) of both (a) the Trustees of the Trust, and (b) the Independent Trustees of the Trust cast in person at a meeting called for the purpose of voting on the Plan or such agreement.

SECTION 5. The Plan shall continue in effect for a period of more than one year after it takes effect only so long as such continuance is specifically approved at least annually in the manner provided for approval of the Plan in
Section 4.

SECTION 6. Any person authorized to direct the disposition of monies paid or payable by the Distribution Plan Funds pursuant to the Plan or any related agreement shall provide to the Trustees of the Trust, and the Trustees shall review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made.

SECTION 7. The Plan may be terminated at any time as to a Distribution Plan Fund by vote of a majority of the Independent Trustees, or by vote of a majority of a Distribution Plan Fund's outstanding voting securities.

SECTION 8. All agreements with any person relating to implementation of the Plan shall be in writing, and any agreement related to the Plan shall provide:

(a) That such agreement may be terminated at any time, without payment of any penalty, by vote of a majority of the Independent Trustees or by vote of a majority of the outstanding voting securities of the Distribution Plan Fund, on not more than 60 days' written notice to any other party to the agreement; and

(b) That such agreement shall terminate automatically in the event of its assignment.

SECTION 9. The Plan may not be amended to increase materially the amount of distribution expenses permitted pursuant to Section 1 hereof without approval in the manner provided in Section 3 hereof, and all material amendments to the Plan shall be approved in the manner provided for approval of the Plan in
Section 4.

SECTION 10. As used in the Plan, (a) the term "Independent Trustees" shall mean those Trustees of the Trust who are not interested persons of the Trust, and have no direct or indirect financial interest in the operation of the Plan or any agreements related to it, and (b) the terms

"assignment", "interested person" and "majority of the outstanding voting securities" shall have the respective meanings specified in the 1940 Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission.

Dated: March 23, 1999

Schedule D

to the
Distribution Agreement
between The Coventry Group and
BISYS Fund Services Limited Partnership

                                 March 23, 1999

NAME OF LOAD FUND                                              DATE
-----------------                                              ----

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***********************************                            ***************

***********************************                            ***************




BISYS FUND SERVICES LIMITED                         THE COVENTRY GROUP
    PARTNERSHIP
By:  BISYS Fund Services, Inc.,
       General Partner

By:                                                 By:
   --------------------                                --------------------
Name:                                               Name:
   --------------------                                --------------------
Title:                                              Title:
   --------------------                                --------------------

Exhibit 23(g)

This AGREEMENT, is made as of March 23, 1999, by and between The Coventry Group, a business trust organized under the laws of the Commonwealth of Massachusetts (the "Trust"), and UNITED STATES TRUST COMPANY, a banking and trust company organized under the laws of the Commonwealth of Massachusetts (the "Custodian").

WITNESSETH:

WHEREAS, the Trust desires that the Securities and cash of each of the investment portfolios and any additional portfolios of the Trust, as each are or will be identified in Exhibit A hereto (such current investment portfolios and any additional portfolios individually referred to herein as a "Fund" and collectively as the "Funds"), be held and administered by the Custodian pursuant to this Agreement; and

WHEREAS, the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended ("the 1940 Act"); and

WHEREAS, the Custodian represents that it is a bank having the qualifications prescribed in Section 26(a)(I) of the 1940 Act,

NOW, THEREFORE in consideration of the mutual agreements herein made, the Trust and the Custodian hereby agree as follows.

Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

1.1 "AUTHORIZED PERSON" means any Officer or other person duly authorized by resolution of the Board of Trustees to give Oral Instructions and Written Instructions on behalf of the Trust and named in Exhibit B hereto or in such resolutions of the Board of Trustees, certified by an Officer, as may be received by the Custodian from time to time.

1.2 "Board of Trustees" shall mean the Trustees from time to time serving under the Trust's Declaration of Trust, as from time to time amended.

1.3 "BOOK-ENTRY SYSTEM" shall mean a federal book-entry system as provided in Subpart 0 of Treasury Circular No. 300, 31 CFR 306, in Subpart B of 31 CFR Part 350, or in such book-entry regulations of federal agencies as are substantially in the form of such Subpart 0.

1.4 "BUSINESS Day" shall mean any day recognized as a settlement day by The New York Stock Exchange, Inc. and any other day for which the Fund computes the net asset value of the Fund.

1.5 "NASD" shall mean The National Association of Securities Dealers, Inc.

1.6 "OFFICER" shall mean the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer, or any Assistant Treasurer of the Trust.

1.7 "Oral Instructions" shall mean instructions orally transmitted to and accepted by the Custodian because such instructions are: (i) reasonably believed by the Custodian to have been given by an Authorized Person, (ii) recorded and kept among the records of the Custodian made in the ordinary course of business and (iii) orally confirmed by the Custodian. The Trust shall cause all Oral Instructions to be confirmed by Written Instructions. If such Written Instructions confirming Oral Instructions are not received by the Custodian prior to a transaction, it shall in no way affect the validity of the transaction or the authorization thereof by the Trust. If Oral Instructions vary from the Written Instructions which purport to confirm them, the Custodian shall notify the Trust of such variance but such Oral Instructions will govern unless the Custodian has not yet acted.

1.8 "CUSTODY ACCOUNT" shall mean any account in the name of the Trust, which is provided for in Section 3.2 below,

1.9 "Proper Instructions" shall mean Oral Instructions or Written Instructions. Proper Instructions may be continuing Written Instructions when deemed appropriate by both parties.

1.10 "SECURITIES DEPOSITORY" shall mean The Participants Trust Company or The Depository Trust Company and (provided that Custodian shall have received a copy of a resolution of the Board of Trustees, certified by an Officer, specifically approving the use of such clearing agency as a depository for the Trust) any other clearing agency registered with the Securities and Exchange Commission under Section 17A of the Securities and Exchange Act of 1934 (the "1934 Act"), which acts as a system for the central handling of Securities where all Securities of any particular class or series of an issuer deposited within the system are treated as fungible and may be transfer-red or pledged by bookkeeping entry without physical delivery of the Securities.

1.11 "SECURITIES" shall include, without limitation, common and preferred stocks, bonds, call options, put options, debentures, notes, bank certificates of deposit, bankers' acceptances, mortgage-backed securities, other money market instruments or other obligations, and any certificates, receipts, warrants or other instruments or documents representing rights to receive, purchase or subscribe for the same, or evidencing or representing any other rights or interests therein, or any similar property or assets that the Custodian has the facilities to clear and to service.

1.12 "Shares" shall mean the units of beneficial interest issued by the Trust.

1.13 "WRITTEN INSTRUCTIONS" shall mean (I) written communications actually received by the Custodian and signed by one or more persons as the Board of Trustees shall have from time to time authorized, or (ii) communications by telex or any other such system from a person or persons reasonably believed by the Custodian to be Authorized, or (IDS), communications transmitted electronically through the Institutional Delivery System (IDS), or any other similar electronic instruction system acceptable to Custodian and approved by resolutions of the Board of Trustees, a copy of which, certified by an Officer, shall have been delivered to the Custodian.

2.1 APPOINTMENT. The Trust hereby constitutes and appoints the Custodian as custodian of all Securities and cash owned by or in the possession of the Funds at any time during the period of this Agreement, provided that such Securities or cash at all times shall be and remain the property of the Fund.

2.2 ACCEPTANCE. The Custodian hereby accepts appointment as such custodian and agrees to perform the duties thereof as hereinafter Set forth.

3.1 SEGREGATION. All Securities and non-cash property held by the Custodian for the account of the Funds, except Securities maintained in a Securities Depository or Book-Entry System, shall be physically segregated from other Securities and non-cash property In tile possession of the Custodian and shall be identified as subject to this Agreement.

3.2 CUSTODY ACCOUNT. The Custodian shall open and maintain in its trust department a custody account in the name of each Fund, subject only to draft or order of the Custodian, in which the Custodian shall enter and carry all Securities, cash and other assets of the Fund which are delivered to it.

3.3 APPOINTMENT OF AGENTS. In its discretion, the Custodian may appoint, and at any time remove, any domestic bank or trust company, which has been approved by the Board of Trustees and is qualified to act as a custodian under the 1940 Act, as sub-custodian to hold Securities and cash of the Funds and to carry out such other provisions of this Agreement as it may determine, and may also open and maintain one or more banking accounts with such a bank or trust company (any such accounts to be in the name of the Custodian and subject only to its draft or order), provided, however, that the appointment of any such agent shall not relieve the Custodian of any of its obligations or liabilities under this Agreement.

3.4 DELIVERY OF ASSETS TO CUSTODIAN. Each Fund shall deliver, or cause to be delivered, to the Custodian all of each Fund's Securities, cash and other assets, including (a) all payments of income, payments of principal and capital distributions received by the Fund with respect to such Securities, cash or other assets owned by the Fund at any time during the period of this Agreement, and (b) all cash received by the Fund for the issuance, at any time during such period, of Shares. The Custodian shall not be responsible for such Securities, cash or other assets until actually received by it.

3.5 SECURITIES DEPOSITORIES AND BOOK-ENTRY SYSTEMS. The Custodian may deposit and/or maintain Securities of the Funds in a Securities Depository or in a Book-Entry System, subject to the following provisions:

(a) Prior to a deposit of Securities of the Funds in any Securities Depository or Book-Entry System, the Fund shall deliver to the Custodian a resolution of the Board of Trustees, certified by an Officer, authorizing and instructing the Custodian on an on-going basis to deposit in such Securities Depository or Book-Entry System all Securities eligible for deposit therein and to make use of such Securities Depository or Book-Entry System to the extent possible and practical in connection with its performance hereunder, including, without limitation, in connection with settlements of purchases and sales of Securities, loans of Securities, and deliveries and returns of collateral consisting of Securities. So long as such Securities Depository or Book-Entry System shall continue to be employed for the deposit of Securities of the Funds, the Trust shall annually re-adopt such resolution and deliver a copy thereof, certified by an Officer, to the Custodian.

(b) Securities of the Fund kept in a Book-Entry System or Securities Depository shall be kept in an account ("Depository Account") of the Custodian in such Book-Entry System or Securities Depository which includes only assets held by the Custodian as a fiduciary, custodian or otherwise for customers.

(c) The records of the Custodian and the Custodian's account on the books of the Book-Entry System and Securities Depository as the case may be, with respect to Securities of a Fund maintained in a Book-Entry System or Securities Depository shall, by book-entry, or otherwise identify such Securities as belonging to the Fund.

(d) If Securities purchases by the Fund are to be held in a Book-Entry System or Securities Depository, the Custodian shall pay for such Securities upon (i) receipt of advice from the Book-Entry System or Securities Depository that such Securities have been transferred to the Depository Account, and (ii) the making of an entry on the records of the Custodian to reflect such payment and transfer for the account of the Fund. If Securities sold by the Fund are held in a Book-Entry System or Securities

Depository, the Custodian shall transfer such Securities upon (i) receipt of advice from the Book-Entry System or Securities Depository that payment for such Securities has been transferred to the Depository Account, and (ii) the making of an entry on the records of t the Custodian to reflect such transfer and payment for the account of the Fund.

(d) Upon request, the Custodian shall provide the Fund with copies of any report (obtained by the Custodian from a Book-Entry System or Securities Depository in which Securities of the Fund are kept) on the internal accounting controls and procedures for safeguarding Securities deposited in such Book-Entry System or Securities Depository.

(e) Anything to the contrary in this Agreement notwithstanding, the Custodian shall be liable to the Trust for any loss or damage to the Trust resulting (i) from the use of a Book-Entry System or Securities Depository by reason of any negligence or willful misconduct on the part of Custodian or any sub-Custodian appointed pursuant to Section 3.3 above or any of its or their employees, or (ii) from failure of Custodian or any such sub-custodian to enforce effectively such rights as it may have against a Book-Entry System or Securities Depository. At its election, the Trust shall be subrogated to the Fights of the Custodian with respect to any claim against a Book-Entry System or Securities Depository or any other person for any loss or damage to the Funds arising from the use of such Book-Entry System or Securities Depository, if and to the extent that the Trust has been made whole for any such loss or damage.

3.6 DISBURSEMENT OF MONEYS FROM CUSTODY ACCOUNTS. Upon receipt of Proper Instructions, the Custodian shall disburse moneys from a Fund Custody Account but only in the following cases:

(a) For the purchase of Securities for the Fund but only upon compliance with Section 4.1 of this Agreement and only (i) in the case of Securities (other than options on Securities, futures contracts and options on futures contracts), against the delivery to the Custodian (or any sub-custodian appointed pursuant to Section 3.3 above) of such Securities registered as provided in Section 3.9 below in proper form for transfer, or if the purchase of such Securities is effected through a Book-Entry System or Securities Depository, in accordance with the conditions set forth in
Section 3.5 above; (ii) in the case of options on Securities, against delivery to the Custodian (or such sub-custodian) of such receipts as are required by the customs prevailing among dealers in such options; (iii) in the case of futures contracts and options on future contracts, against delivery to the Custodian (or such sub-custodian) of evidence of title thereto in favor of the Trust or any nominee referred to in Section 3.9 below; and
(iv) in the case of repurchase or reverse repurchase

agreements entered into between the Trust and a bank which is a member of the Federal Reserve System or between the Trust and a primary dealer in U.S. Government securities, against delivery of the purchased Securities either in certificate form or through an entry crediting the Custodian's account at a Book-Entry System or Securities Depository for the account of the Fund with such Securities;

(b) In connection with the conversion, exchange or surrender, as set forth in Section 3.7(f) below, of Securities owned by the Fund;

(c) For the payment of any dividends or capital gain distributions declared by the Fund;

(d) In payment of the redemption price of Shares as provided in Section 5.1 below;

(e) For the payment of any expense or liability incurred by the Trust, including but not limited to the following payments for the account of a Fund:
interest, taxes, administration, investment management, investment advisory, accounting, auditing, transfer agent, custodian, trustee and legal fees, and other operating expenses of a Fund; in all cases, whether or not such expenses are to be in whole or in part capitalized or treated as deferred expenses-,

(f) For transfer in accordance with the provisions of any agreement among the Trust, the Custodian and a broker-dealer registered under the 1934 Act and a member of the NASD, relating to compliance with rules of The Options Clearing Corporation and of any registered national securities exchange (or of any similar organization or organizations) regarding escrow or other arrangements in connection with transactions by the Trust-

(g) For transfer in accordance with the provisions of any agreement among the Trust, the Custodian, and a futures commission merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission and/or any contract market (or any similar organization or organizations) regarding account deposits in connection with transactions by the Trust-,

(h) For the funding of any uncertificated time deposit or other interest-bearing account with any banking institution (including the Custodian), which deposit or account has a term of one year or less; and for any other proper purposes, but only upon receipt, in addition to Proper Instructions, of a copy of a resolution of the Board of Trustees, certified by an Officer, specifying the amount and purpose of such payment, declaring such purpose to be a proper corporate purpose, and naming the person or persons to whom such payment is to be made.

3.7 DELIVERY OF SECURITIES FROM FUND CUSTODY ACCOUNTS. Upon receipt of Proper Instructions, the Custodian shall release and deliver Securities from a Custody Account but only in the following cases:

(a) Upon the sale of Securities for the account of a Fund but only against receipt of payment therefor in cash, by certified or cashiers check or bank credit;

(b) In the case of a sale effected through a Book-Entry System or Securities Depository, in accordance with the provisions of Section 3.5 above;

(c) To an Offeror's depository agent in connection with tender or other similar offers for Securities of a Fund; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian;

(d) To the issuer thereof or its agent (i) for transfer into the name of the Trust, the Custodian or any sub-custodian appointed pursuant to Section 3.3 above, or of any nominee or nominees of any of the foregoing, or (ii) for exchange for a different number of certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new Securities are to be delivered to the Custodian"

(e) To the broker selling Securities, for examination in accordance with the "street delivery" custom;

(f) For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the issuer of such Securities, or- pursuant to provisions for conversion contained in such Securities, or pursuant to any deposit agreement, including surrender or receipt of underlying Securities in connection with the issuance or cancellation of depository receipts; provided that, in any such case, the new Securities and cash, if any, are to be delivered to the Custodian;

(g) Upon receipt of payment therefor pursuant to any repurchase or reverse repurchase agreement entered into by a Fund;

(h) In the case of warrants, rights or similar Securities, upon the exercise thereof, provided that, in any such case, the new Securities and cash, if any, are to be delivered to the Custodian;

(i) For delivery in connection with any loans of Securities of a Fund, but only against receipt of such collateral as the Trust shall have specified to the Custodian in Proper Instructions;

(j) For delivery as security in connection with any borrowings by the Trust on behalf of a Fund requiring a pledge of assets by such Fund, but only against receipt by the Custodian of the amounts borrowed;

(k) Pursuant to any authorized plan of liquidation, reorganization, merger, consolidation or recapitalization of the Trust or a Fund;

(l) For delivery in accordance with the provisions of any agreement among the Trust, the Custodian and a broker-dealer registered under the 1934 Act and a member of the NASD, relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange (or of any similar organization or organizations) regarding escrow or other arrangements in connection with transactions by the Trust on behalf of a Fund-,

(m) For delivery in accordance with the provisions of any agreement among the Trust on behalf of a Fund, the Custodian, and a futures commission merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission and/or any contract market (or any similar organization or organizations) regarding account deposits in connection with transactions by the Trust on behalf of a Fund; OF

(n) For any other proper corporate purposes, but only upon receipt, in addition to Proper Instructions, of a copy of a resolution of the Board of Trustees, certified by an Officer, specifying the Securities to be delivered, setting forth the purpose for which such delivery is to be made, declaring such Purpose to be a proper corporate purpose, and naming the person or persons to whom delivery of such Securities shall be made.

3.8 ACTIONS NOT REQUIRING PROPER INSTRUCTIONS. Unless otherwise instructed by the Trust, the Custodian shall with respect to all Securities held for a Fund;

(a) Subject to Section 7.4 below, collect on a timely basis all income and other payments to which the Trust is entitled either by law or pursuant to custom in the securities business;

(b) Present for payment and, subject to Section 7.4 below, collect on a timely basis the amount payable upon all Securities which may mature or be called, redeemed, or retired, or otherwise become payable;

(c) Endorse for collection, in the name of the Trust, checks, drafts and other negotiable instruments;

(d) Surrender interim receipts or Securities in temporary form for Securities in definitive form;

(e) Execute, as custodian, any necessary declarations or certificates of ownership under the federal income tax laws or the laws or regulations of any other taxing authority now or hereafter in effect, and prepare and submit reports to the Internal Revenue Service ("IRS") and to the Trust at such time, in such manner and containing such information as is prescribed by the IRS;

(f) Hold for a Fund, either directly or, with respect to Securities held therein, through a Book-Entry System or Securities Depository, all rights and similar securities issued with respect to Securities of the Fund; and

(g) In general, and except as otherwise directed in Proper Instructions, attend to all non-discretionary details in connection with sale, exchange, substitution, purchase, transfer and other dealings with Securities and assets of the Fund.

3.9 REGISTRATION AND TRANSFER OF SECURITIES. All Securities held for a Fund that are issued of issuable only in bearer form shall be held by the Custodian in that form, provided that any such Securities shall be held in a Book-Entry System for the account of the Trust on behalf of a Fund, if eligible therefor. All other Securities held for a Fund may be registered in the name of the Trust on behalf of such Fund, the Custodian, or any sub-custodian appointed pursuant to Section 3.3 above, or in the name of any nominee of any of them, or in the name of a Book-Entry System, Securities Depository or any nominee of either thereof-, provided, however, that such Securities are held specifically for the account of the Trust on behalf of a Fund. The Trust shall furnish to the Custodian appropriate instruments to enable the Custodian to hold or deliver in proper form for transfer, or to register in the name of any of the nominees hereinabove referred to or in the name of a Book-Entry System or Securities Depository, any Securities registered in the name of a Fund.

3.10 RECORDS

(a) The Custodian shall maintain, by Fund, complete and accurate records with respect to Securities, cash or other property held for the Trust, Including (i) journals or other records of original entry containing an itemized daily record in detail of all receipts and deliveries of Securities and all receipts and disbursements of cash; (ii) ledgers (or other records) reflecting (A) Securities in transfer, (B) Securities in physical possession, (C) monies and Securities borrowed and monies and Securities loaned (together with a record of the collateral therefor and substitutions of such collateral), (D) dividends and interest received, and (E) dividends receivable and interest accrued; and (iii) canceled checks and bank records related thereto. The Custodian shall keep such other books and records of the Trust as the Trust shall reasonably request, or as may be required by the 1940 Act, including, but not limited to Section 31 and Rule 3 la-l and 3 la-2 promulgated thereunder.

(b) All such books and records maintained by the Custodian shall
(i) be maintained in a form acceptable to the Trust and in compliance with rules and regulations of the Securities and Exchange Commission, (ii) be the property of the Trust and at all times during the regular business hours of the Custodian be made available upon request for inspection by duly authorized officers, employees or agents of the Trust and employees or agents of the Securities and Exchange Commission, and (iii) if required to be maintained by Rule 3 1 a- I under the 1940 Act, be preserved for the periods prescribed in Rule 3 1 a-2 under the 1940 Act.

3.11 FUND REPORTS BY Custodian. The Custodian shall furnish the Trust with a daily activity statement by Fund and a summary of all transfers to or from the Custody Account on the day following such transfers. At least monthly and from time to time, the Custodian shall furnish the Trust with a detailed statement, by Fund, of the Securities and moneys held for the Trust under this Agreement.

3.12 OTHER REPORTS BY CUSTODIAN. The Custodian shall provide the Trust with such reports, as the Trust may reasonably request from time to time, on the internal accounting controls and procedures for safeguarding Securities, which are employed by the Custodian or any sub-custodian appointed pursuant to Section 3.3 above,

3.13 PROXIES AND OTHER MATERIALS. The Custodian shall cause all proxies if any, relating to Securities which are not registered in the name of a Fund, to be promptly executed by the registered holder of such Securities, without indication of the manner in which such proxies are to be voted, and shall include all other proxy materials, if any, and promptly deliver to the Trust such proxies, all proxy soliciting materials, which should include all other proxy materials, if any, and all notices to such Securities.

3.14 INFORMATION ON CORPORATE ACTIONS. Custodian will promptly notify the Trust of corporate actions, limited to those Securities registered in nominee name and to those Securities held at a Depository or sub-custodian acting as agent for Custodian. Custodian will be responsible only if the notice of such corporate actions is published by the Financial Daily Card Service, J.J. Kenny Called Bond Service, DTC (or any similar organization or organizations), or received by first class mail from the agent. For market announcements not yet received and distributed by Custodian's services, the Trust will inform its custody representative with appropriate instructions. Custodian will, upon receipt of the Trust's response within the required deadline, affect such action for receipt or payment for the Trust. For those responses received after the deadline, Custodian will affect such action for receipt or payment, subject to the limitations of the agent(s) affecting such actions. Custodian will promptly notify the Trust for put options only if the notice is received by first class mail from the agent. The Trust will provide or cause to be provided to the Custodian with all relevant information contained in the prospectus for any security which has unique put/option provisions and provide the Custodian with specific tender instructions at least ten business days prior to the beginning date of the tender period.

4.1 PURCHASE OF SECURITIES. Promptly upon each purchase of Securities for the Trust, Written Instructions shall be delivered to the Custodian, specifying (a) the name of the issuer or writer of such Securities, and the title or other description thereof, (b) the number of shares, principal amount (and accrued interest, if any) or other units purchased, (c) the date of purchase and settlement, (d) the purchase price per unit, (e) the total amount payable upon such purchase, and (0 the name of the person to whom such amount is payable. The Custodian shall upon receipt of such Securities purchased by a Fund pay out of the moneys held for the account of such Fund the total amount specified in such Written Instructions to the person named therein. The Custodian shall not be under any obligation to pay out moneys to cover the cost of a purchase of Securities for a Fund, if in the relevant Custody Account there is insufficient cash available to the Fund for which such purchase was made.

4.2 LIABILITY FOR PAYMENT IN ADVANCE OF RECEIPT OF SECURITIES PURCHASED. In any and every case where payment for the Purchase of Securities for a Fund is made by the Custodian in advance of receipt for the account of the Fund of the Securities purchased but in the absence of specific Written or Oral Instructions to so pay in advance, the Custodian shall be liable to the Fund for such Securities to the same extent as if the Securities had been received by the Custodian.

4.3 Sale of Securities. Promptly upon each sale of Securities by a Fund, Written Instructions shall be delivered to the Custodian, specifying (a) the name of the Issuer or writer of such Securities, and the title or other description thereof, (b) the number of shares, principal amount (and accrued interest, if any), or other units sold, (c) the date of sale and settlement (d) the sale price per unit, (e) the total amount payable upon such sale, and (f) the person to whom such Securities are to be delivered. Upon receipt of the total amount payable to the Trust as specified in such Written Instructions, the Custodian shall deliver such Securities to the person specified in such Written Instructions. Subject to the foregoing, the Custodian may accept payment in such form as shall be satisfactory to it, and may deliver Securities and arrange for payment in accordance with the customs prevailing among dealers in Securities.

4.4 DELIVERY OF SECURITIES SOLD. Notwithstanding Section 4.3 above or any other provision of this Agreement, the Custodian, when instructed to deliver Securities against payment, shall be entitled, if in accordance with generally accepted market practice, to dell ver such Securities prior to actual receipt of final payment therefor. In any such case, the Trust shall bear the risk that final payment for such Securities may not be made or that such Securities may be returned or otherwise held or disposed of by or through the person to whom they were delivered, and the Custodian shall have no liability for any of the foregoing.

4.5 PAYMENT FOR SECURITIES SOLD, ETC. In its sole discretion and from time to time, the Custodian may credit the relevant Custody Account, prior to actual receipt of final payment thereof, with (i) proceeds from the sale of Securities which it has been instructed to deliver

against payment, (ii) proceeds from the redemption of Securities or other assets of the Trust, and (iii) income from cash, Securities or other assets of the Trust. Any such credit shall be conditional upon actual receipt by Custodian of final payment and may be reversed if final payment is not actually received in full. The Custodian may, in its sole discretion and from time to time, permit the Trust to use funds so' credited to its Custody Account in anticipation of actual receipt of final payment. Any such funds shall be repayable immediately upon demand made by the Custodian at any time prior to the actual receipt of all final payments in anticipation of which funds were credited to the Custody Account.

4.6 ADVANCES BY CUSTODIAN for Settlement. The Custodian may, in its sole discretion and from time to time, advance funds to the Trust to facilitate the settlement of a Trust transactions on behalf of a Fund in its Custody Account. Any such advance shall be repayable immediately upon demand made by Custodian.

5.1 TRANSFER OF FUNDS. From such funds as may be available for the purpose in the Custody Account, upon receipt of Proper Instructions specifying that the funds are required to redeem Shares of a Fund, the Custodian shall wire each amount specified in such Proper Instructions to or through such bank as the Trust may designate with respect to such amount in such Proper Instructions.

5.2 NO DUTY REGARDING PAYING BANKS. The Custodian shall not be under any obligation to effect payment or distribution by any bank designated in Proper Instructions given pursuant to Section 5.1 above of any amount paid by the Custodian to such bank in accordance with such Proper Instructions.

Upon receipt of Proper Instructions, the Custodian shall establish and maintain a segregated account or accounts for and on behalf of each Fund, into which account or accounts may be transferred cash and/or Securities, including Securities maintained in a Depository Account,

(a) in accordance with the provisions of any agreement among the Trust, the Custodian and a broker-dealer registered under the 1934 Act and a member of the NASD (or any futures commission merchant registered under the Commodity Exchange Act), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange (or the Commodity Futures Trading commission or any registered contract market), or of any similar organization or

organizations, regarding escrow or other arrangements in connection with transactions by the Trust,

(b) for purposes of segregating cash or Securities in connection with securities options purchased or written by a Fund or in connection with financial futures contracts (or options thereon) purchased or sold by a Fund,

(c) which constitute collateral for loans of Securities made by a Fund,

(d) for purposes of compliance by the Trust with requirements under the 1940 Act for the maintenance of segregated accounts by registered investment companies in connection with reverse repurchase agreements and when-issued, delayed delivery and firm commitment transactions, and

(e) for other proper corporate purposes, but only upon receipt of, in addition to Proper Instructions, a certified copy of a resolution of the Board of Trustees, certified by an Officer, setting forth the purpose or purposes of such segregated account and declaring such purposes to be P170per corporate purposes.

7.1 STANDARD OF CARE. The Custodian shall be held to the exercise of reasonable care in carrying out its obligations under this Agreement, and shall be without liability to the Trust for any loss, damage, cost, expense (Including attorneys' fees and disbursements), liability or claim unless such loss, damages, cost, expense, liability or claim anises from negligence, bad faith or willful misconduct on its part or on the part of any sub-custodian appointed pursuant to Section 3.3 above. The Custodian shall be entitled to rely on and may act upon advice of counsel on all matters, and shall be Without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall promptly notify the Trust of any action taken or omitted by the Custodian pursuant to advice of counsel. The Custodian shall not be under any obligation at any time to ascertain whether the Trust is in compliance with the 1940 Act, the regulations thereunder, the provisions of the Trust's charter- documents or by-laws, or its investment objectives and policies as then in effect.

7.2 ACTUAL COLLECTION REQUIRED. The Custodian shall not be liable for, or considered to be the custodian of, any cash belonging to the Trust or any money represented by a check, draft or other instrument for the payment of money, until the Custodian or its agents actually receive such cash or collect on such instrument.

7.3 NO RESPONSIBILITY FOR TITLE, ETC. So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received or delivered by it pursuant to this Agreement.

7.4 LIMITATION ON DUTY TO COLLECT. Custodian shall not be required to enforce collection, by legal means or otherwise, of any money or property due and payable with respect to Securities held for the Trust if such Securities are in default or payment is not made after due demand or presentation.

7.5 RELIANCE UPON DOCUMENTS AND INSTRUCTIONS. The Custodian shall be entitled to rely upon any certificate, notice or other instrument in writing received by it arid reasonably believed by it to be genuine. The Custodian shall be entitled to rely upon any Oral Instructions and/or any Written Instructions actually received by it pursuant to this Agreement.

7.6 EXPRESS DUTIES ONLY. The Custodian shall have no duties or obligations whatsoever except Such duties and obligations as are specifically set forth in this Agreement, and no covenant or obligation shall be implied in this Agreement against the Custodian.

7.7 COOPERATION. The . Custodian shall cooperate with and supply necessary information, by the Trust, to the entity OF entities appointed by the Trust to keep the books of account of the Trust and/or compute the value of the assets of the Trust. The Custodian shall take all such reasonable actions as the Trust may from time to time request to enable the Trust to obtain, from year to year, favorable opinions from the Trust's independent accountants with respect to the Custodian I s activities hereunder in connection with (a) the preparation of the Trust's report on Form N-1A and Form N-SAR and any other reports required by the Securities and Exchange Commission, and (b) the fulfillment by the Trust of any other requirements of the Securities and Exchange Commission.

8.1 INDEMNIFICATION. The Trust shall indemnify and hold harmless the Custodian and any sub-custodian appointed pursuant to Section 3.3 above, and any nominee of the Custodian or of such sub-custodian from and against any loss, damage, cost, expense (including attorneys' fees and disbursements), liability (including, without limitation, liability arising under the Securities Act of 1933, the 1934 Act, the 1940 Act, and any state or foreign securities and/or banking laws) or claim arising directly or indirectly (a) from the fact that Securities are registered in the name of any such nominee, or (b) from any action or inaction by the Custodian or such sub-custodian (i) at the request or direction of or in reliance on the advice of the Trust, or (ii) upon Proper Instructions, or (c) generally, from the performance of its obligations under this Agreement or any sub-custody agreement with a sub-Custodian appointed pursuant to Section 3.3 above or, in the case of any such sub-custodian, from the performance of its obligations under such custody agreement, provided that neither the Custodian nor any such sub-custodian shall be indemnified

and held harmless from and against any such loss, damage, cost, expense, liability or claim arising from the Custodian's or such sub-custodian's negligence, bad faith or willful misconduct.

8.2 INDEMNITY TO BE PROVIDED. If the Trust requests the Custodian to take any action with respect to Securities, which may, in the opinion of the Custodian, result in the Custodian or its nominee becoming liable for the payment of money or incurring liability of some other form, the Custodian shall not be required to take such action until the Trust shall have provided indemnity therefor to the Custodian in an a-mount and form satisfactory to the Custodian.

Neither the Custodian nor the Trust shall be liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond Its reasonable control, including, without limitation, acts of God-, earthquakes; fires; floods, wars; civil or military disturbances, sabotage, strikes, epidemics; riots, power failures; computer failure and any such circumstances beyond its reasonable control as may cause interruption, loss or malfunction of utility, transportation, computer (hardware or software) or telephone communication service-, accidents; labor disputes, acts of civil or military authority; governmental actions-, OF Inability to obtain labor, material, equipment or transportation; provided, however, that the Custodian in the event of a failure or delay shall use its best efforts to ameliorate the effects of any such failure or delay.

10.1 EFFECTIVE Period. This Agreement shall become effective as of the date first set forth above and shall continue in full force and effect until terminated as hereinafter provided.

10.2 TERMINATION. Either party hereto may terminate this Agreement by giving to the other party a notice in writing specifying the date of such termination, which shall be not less than ninety (90) days after the date of the giving of such notice. If a successor custodian shall have been appointed by the Board of Trustees, the Custodian shall, upon receipt of a notice of acceptance by the successor custodian, on such specified date of termination (a) deliver directly to the successor custodian all Securities (other than Securities held in a Book-Entry System or Securities Depository) and cash then owned by the Trust and held by the Custodian as custodian, and (b) transfer any Securities held in a Book-Entry System or Securities Depository to an account of or for the benefit of the Trust at the successor custodian, provided that the Trust shall have paid to the Custodian all fees, expenses and other amounts to the payment or reimbursement of which it shall then be entitled. Upon such delivery and transfer, the Custodian shall be relieved of all obligations under this Agreement. The Trust may at any time immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by

applicable regulatory authorities or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction.

10.3 FAILURE TO APPOINT SUCCESSOR CUSTODIAN. If a successor custodian is not designated by the Trust on or before the date of termination specified pursuant to Section 10.1 above, then the Custodian shall have the fight to deliver to a bank or trust company of its own selection, which is (a) a "Bank" as defined in the 1940 Act, (b) has aggregate capital, surplus and undivided profits as shown on its then most recent published report of not less than $25 million, and (c) is doing business in New York, New York, all Securities, cash and other property held by Custodian under this Agreement and to transfer to an account of or for the Trust at such bank or trust company all Securities of the Trust held in a Book-Entry System or Securities Depository. Upon such delivery and transfer, such bank or trust company shall be the successor custodian under this Agreement and the Custodian shall be relieved of all obligations under this Agreement. If, after reasonable inquiry, the Custodian cannot find a successor custodian as contemplated in this Section 10.3, then the Custodian shall have the fight to deliver to the Trust all Securities and cash then owned by the Trust and to transfer any Securities held in a Book-Entry System or Securities Depository to an account of or for the Trust. Thereafter, the Trust shall be deemed to be its own custodian with respect to the Trust and the Custodian shall be relieved of all obligations under this Agreement.

The Custodian shall be entitled to compensation as agreed upon from time to time by the Trust and the Custodian. The fees and other charges in effect on the date hereof and applicable to the Funds are set forth in Exhibit B attached hereto,

The Trust is a business trust organized under the laws of the Commonwealth of Massachusetts and under a Declaration of Trust, to which reference is hereby made a copy of which is on file at the office of the Secretary of State of Massachusetts, and to any and all amendments thereto so filed or hereafter filed. The obligations of the Trust entered into in the name of the Trust or on behalf thereof by any of the Trustees, officers, employees or agents are made not individually, but in such capacities, and are not binding upon any of the Trustees, officers, employees, agents or shareholders of the Trust or the Funds personally, but bind only the assets of the Trust, and all persons dealing with any of the Funds of the Trust must look solely to the assets of the Trust belonging to such Fund for the enforcement of any claims against the Trust.

Unless otherwise specified herein, all demands, notices, instructions, and other communications to be given hereunder shall be in writing and shall be sent or delivered to the party at the address set forth after its name herein below.-

The Coventry Group 3435 Stelzer Road Columbus, Ohio 43219 Attn: President Telephone: (614) 470-8000 Facsimile: (614) 470-8715

United States Trust Company 40 Court Street Boston, MA 02108 Attn: Lucia Santini Telephone: (617) 726-7238 Facsimile. (617) 695-4150

or at such other address as either party shall have provided to the other by notice given in accordance with this Article XIII. Writing shall include transmission by or through teletype, facsimile, central processing unit connection, on-line terminal and magnetic tape.

14.1 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.

14.2 REFERENCES TO CUSTODIAN. The Trust shall not circulate any printed matter which contains any reference to Custodian without the prior written approval of Custodian, excepting printed matter contained in the prospectus or statement of additional information or its registration statement for the Trust and such other printed matter as merely identifies Custodian as custodian for the Trust. The Trust shall submit printed matter requiring approval to Custodian in draft form, allowing sufficient time for review by Custodian and its counsel prior to any deadline for printing.

14.3 No WAIVER. No failure by either party hereto to exercise and no delay by such party in exercising, any right hereunder shall operate as a waiver thereof The exercise by either party hereto of any fight hereunder shall not preclude the exercise of any other right, and the remedies provided herein are cumulative and not exclusive of any remedies provided at law or in equity.
14.4 AMENDMENTS. This Agreement cannot be changed orally and no amendment to this Agreement shall be effective unless evidenced by an instrument in writing executed by the parties hereto.

14.5 COUNTERPARTS. This Agreement may be executed in one or more counterparts, and by the parties hereto on separate counterparts, each of which shall be deemed an original but all of which together shall constitute but one and the same instrument.

14.6 SEVERABILITY. If any provision of this Agreement shall be invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.

14.7 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall inure to the benefit of the par-ties hereto and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by either party hereto without the written consent of the other party hereto.

14.8 HEADINGS. The headings of sections in this Agreement are for convenience of reference only and shall not affect the meaning or construction of any provision of this Agreement.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed and delivered in its name and on its behalf by its representatives thereunto duly authorized, all as of the day and year first above written.

ATTEST:                                   THE COVENTRY GROUP

                                          By:
--------------------------                   -----------------------
                                          Name:
                                                ---------------------
                                          Title:
                                                ---------------------

ATTEST:                                   UNITED STATES TRUST COMPANY

                                          By:
--------------------------                   -----------------------
                                          Name:
                                                ---------------------
                                          Title:
                                                ---------------------

Asset Based Fee
---------------

First $100 million         2 basis points

Remainder                  1.5 basis points

TRANSACTION FEES:

Per Transaction
---------------

Investment Transaction     $  7.50

Expense Payments           $ 10.00

ISSUE MAINTENANCE FEES:

$12.00/per equity issue/per annum
$15.00/per bond issue/per annum
$50.00/per physical issue/per annum

Exhibit 23(h)(1)

ADMINISTRATION AGREEMENT

THIS AGREEMENT is made as of this March 10, 1999, by and between THE COVENTRY GROUP, a Massachusetts business trust (the "Trust"), having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219, and BISYS FUND SERVICES OHIO, INC., an Ohio corporation (the "Administrator"), having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219.

WHEREAS, the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"), consisting of several series of shares of beneficial interest or common stock ("Shares"); and

WHEREAS, the Trust desires the Administrator to provide, and the Administrator is willing to provide, management and administrative services to each of the BOSTON TRUST/WALDEN FUNDS advised by United States Trust Company of Boston (the "USTB"), and such additional funds advised by USTB as the Trust and the Administrator may agree on from time to time ("Portfolios") and as listed on Schedule A attached hereto and made a part of this Agreement, on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Trust and the Administrator hereby agree as follows:

ARTICLE 1. RETENTION OF THE ADMINISTRATOR. The Trust hereby retains the Administrator to act as the administrator of the Portfolios and to furnish the Portfolios with the management and administrative services as set forth in Article 2 below. The Administrator hereby accepts such employment to perform the duties set forth below.

The Administrator shall, for all purposes herein, be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in any way and shall not be deemed an agent of the Trust.

ARTICLE 2. ADMINISTRATIVE SERVICES. The Administrator shall perform or supervise the performance by others of other administrative services in connection with the operations of the Portfolios, and, on behalf of the Trust, will investigate, assist in the selection of and conduct relations with custodians, depositories, accountants, legal counsel, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and persons in any other capacity deemed to be necessary or desirable for the Portfolios' operations. The Administrator shall provide the Board of Trustees of the Trust (hereafter referred to as the "Trustees") with such reports regarding investment performance as they may reasonably request but shall have no responsibility for supervising the performance by any investment adviser or sub-adviser of its responsibilities.

The Administrator shall provide the Trust with regulatory reporting, all necessary office space, equipment, personnel, compensation and facilities (including facilities for Shareholders'

and Trustees' meetings) for handling the affairs of the Portfolios and such other services as the Administrator shall, from time to time, determine to be necessary to perform its obligations under this Agreement. In addition, at the request of the Trustees, the Administrator shall make reports to the Trust's Trustees concerning the performance of its obligations hereunder.

Without limiting the generality of the foregoing, the Administrator shall:

(a) calculate contractual Trust expenses and control all disbursements for the Trust, and as appropriate compute the Trust's yields, total return, expense ratios, portfolio turnover rate and, if required, portfolio average dollar-weighted maturity;

(b) assist Trust counsel with the preparation of prospectuses, statements of additional information, registration statements and proxy materials;

(c) prepare such reports, applications and documents (including reports regarding the sale and redemption of Shares as may be required in order to comply with Federal and state securities law) as may be necessary or desirable to register the Trust's Shares with state securities authorities, monitor the sale of Trust Shares for compliance with state securities laws, and file with the appropriate state securities authorities the registration statements and reports for the Trust and the Trust's Shares and all amendments thereto, as may be necessary or convenient to register and keep effective the Trust and the Trust's Shares with state securities authorities to enable the Trust to make a continuous offering of its Shares;

(d) develop and prepare, with the assistance of the Trust's investment adviser, communications to Shareholders, including the annual report to Shareholders, coordinate the mailing of prospectuses, notices, proxy statements, proxies and other reports to Trust Shareholders, and supervise and facilitate the proxy solicitation process for all shareholder meetings, including the tabulation of shareholder votes;

(e) administer contracts on behalf of the Trust with, among others, the Trust's investment adviser, distributor, custodian, transfer agent and fund accountant;

(f) supervise the Trust's transfer agent with respect to the payment of dividends and other distributions to Shareholders;

(g) calculate performance data of the Portfolios for dissemination to information services covering the investment company industry;

(h) coordinate and supervise the preparation and filing of the Trust's tax returns;

(i) examine and review the operations and performance of the various organizations providing services to the Trust or any Portfolio of the Trust, including, without limitation, the Trust's investment adviser, distributor, custodian, fund accountant, transfer agent, outside legal counsel and independent public accountants, and at the request of the Trustees, report to the Board on the performance of organizations;

(j) assist with the layout and printing of publicly disseminated prospectuses and assist with and coordinate layout and printing of the Trust's semi-annual and annual reports to Shareholders;

(k) assist with the design, development, and operation of the Portfolios, including new classes, investment objectives, policies and structure;

(l) provide individuals reasonably acceptable to the Trust's Trustees to serve as officers of the Trust, who will be responsible for the management of certain of the Trust's affairs as determined by the Trust's Trustees;

(m) advise the Trust and its Trustees on matters concerning the Trust and its affairs;

(n) obtain and keep in effect fidelity bonds and trustees and officers/errors and omissions insurance policies for the Trust in accordance with the requirements of Rules 17g-1 and 17d-1(7) under the 1940 Act as such bonds and policies are approved by the Trust's Trustees;

(o) monitor and advise the Trust and its Portfolios on their registered investment company status under the Internal Revenue Code of 1986, as amended;

(p) perform all administrative services and functions of the Trust and each Portfolio to the extent administrative services and functions are not provided to the Trust or such Portfolio pursuant to the Trust's or such Portfolio's investment advisory agreement, distribution agreement, custodian agreement, transfer agent agreement and fund accounting agreement;

(q) furnish advice and recommendations with respect to other aspects of the business and affairs of the Portfolios as the Trust and the Administrator shall determine desirable; and

(r) prepare and file with the SEC the semi-annual report for the Trust on Form N-SAR and all required notices pursuant to Rule 24f-2.

The Administrator shall perform such other services for the Trust that are mutually agreed upon by the parties from time to time. Such services may include performing internal

audit examinations; mailing the annual reports of the Portfolios; preparing an annual list of Shareholders; and mailing notices of Shareholders' meetings, proxies and proxy statements, for all of which the Trust will pay the Administrator's out-of-pocket expenses as agreed. Recognizing the desirability of limiting the legal expenses charged to the Funds, the Administrator agrees to make every reasonable effort to consult with the Investment Advisor to the Funds prior to submitting questions which arise outside of the routine operations of the Funds to legal counsel.

ARTICLE 3. ALLOCATION OF CHARGES AND EXPENSES.

(A) THE ADMINISTRATOR. The Administrator shall furnish at its own expense the executive, supervisory and clerical personnel necessary to perform its obligations under this Agreement. The Administrator shall also provide the items which it is obligated to provide under this Agreement, and shall pay all compensation, if any, of officers of the Trust as well as all Trustees of the Trust who are affiliated persons of the Administrator or any affiliated corporation of the Administrator; provided, however, that unless otherwise specifically provided, the Administrator shall not be obligated to pay the compensation of any employee of the Trust retained by the Trustees of the Trust to perform services on behalf of the Trust.

(B) THE TRUST. The Trust assumes and shall pay or cause to be paid all other expenses of the Trust not otherwise allocated herein, including, without limitation, organization costs, taxes, expenses for legal and auditing services, the expenses of preparing (including typesetting), printing and mailing reports, prospectuses, statements of additional information, proxy solicitation material and notices to existing Shareholders, all expenses incurred in connection with issuing and redeeming Shares, the costs of custodial services, the cost of initial and ongoing registration of the Shares under Federal and state securities laws, fees and out-of-pocket expenses of Trustees who are not affiliated persons of the Administrator or the Investment Adviser to the Trust or any affiliated corporation of the Administrator or the Investment Adviser, insurance, interest, brokerage costs, litigation and other extraordinary or nonrecurring expenses, and all fees and charges of investment advisers to the Trust.

ARTICLE 4. COMPENSATION OF THE ADMINISTRATOR.

(A) ADMINISTRATION FEE. For the services to be rendered, the facilities furnished and the expenses assumed by the Administrator pursuant to this Agreement, the Trust shall pay to the Administrator compensation at an annual rate specified in Schedule A attached hereto. Such compensation shall be calculated and accrued daily, and paid to the Administrator monthly. The Trust shall also reimburse the Administrator for its reasonable out-of-pocket expenses, including the travel and lodging expenses incurred by officers and employees of the Administrator in connection with attendance at Board meetings.

If this Agreement becomes effective subsequent to the first day of a month or terminates before the last day of a month, the Administrator's compensation for that part of the month in which this Agreement is in effect shall be prorated in a manner consistent with the

calculation of the fees as set forth above. Payment of the Administrator's compensation for the preceding month shall be made promptly.

(B) SURVIVAL OF COMPENSATION RIGHTS. All rights of compensation under this Agreement for services performed as of the termination date shall survive the termination of this Agreement.

ARTICLE 5. LIMITATION OF LIABILITY OF THE ADMINISTRATOR. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. (As used in this Article 5, the term "Administrator" shall include partners, officers, employees and other agents of the Administrator as well as the Administrator itself.)

So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust assumes full responsibility and shall indemnify the Administrator and hold it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator's actions taken or nonactions with respect to the performance of services hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement.

The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder.

The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator.

The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts.

Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust until receipt of written notice thereof from the Trust.

ARTICLE 6. ACTIVITIES OF THE ADMINISTRATOR. The services of the Administrator rendered to the Trust are not to be deemed to be exclusive. The Administrator is free to render such services to others and to have other businesses and interests. It is understood that Trustees, officers, employees and Shareholders of the Trust are or may be or become interested in the Administrator, as officers, employees or otherwise and that partners, officers and employees of the Administrator and its counsel are or may be or become similarly interested in the Trust, and that the Administrator may be or become interested in the Trust as a Shareholder or otherwise.

ARTICLE 7. DURATION OF THIS AGREEMENT. The Term of this Agreement shall be as specified in Schedule A hereto.

ARTICLE 8. ASSIGNMENT. This Agreement shall not be assignable by either party without the written consent of the other party; provided, however, that the Administrator may, at its expense, subcontract with any entity or person concerning the provision of the services contemplated hereunder. The Administrator shall not, however, be relieved of any of its obligations under this Agreement by the appointment of such subcontractor and provided further, that the Administrator shall be responsible, to the extent provided in Article 5 hereof, for all acts of such subcontractor as if such acts were its own. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns.

ARTICLE 9. AMENDMENTS. This Agreement may be amended by the parties hereto only if such amendment is specifically approved (i) by the vote of a majority of the Trustees of the Trust, and (ii) by the vote of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a Trustees meeting called for the purpose of voting on such approval.

For special cases, the parties hereto may amend such procedures set forth herein as may be appropriate or practical under the circumstances, and the Administrator may conclusively assume that any special procedure which has been approved by the Trust does not conflict with or violate any requirements of its Declaration of Trust or then current prospectuses, or any rule, regulation or requirement of any regulatory body.

ARTICLE 10. CERTAIN RECORDS. The Administrator shall maintain required and customary records in connection with its duties as specified in this Agreement. Any records required to be maintained and preserved pursuant to Rules 31a-1 and 31a-2 under the 1940 Act which are prepared or maintained by the Administrator on behalf of the Trust shall be prepared and maintained at the expense of the Administrator, but shall be the property of the Trust and will be made available to or surrendered promptly to the Trust on request.

In case of any request or demand for the inspection of such records by another party, the Administrator shall notify the Trust and follow the Trust's instructions as to permitting or refusing such inspection; provided that the Administrator may exhibit such records to any person in any case where it is advised by its counsel that it may be held liable for failure to do so, unless (in cases involving potential exposure only to civil liability) the Trust has agreed to indemnify the Administrator against such liability.

ARTICLE 11. DEFINITIONS OF CERTAIN TERMS. The terms "interested person" and "affiliated person," when used in this Agreement, shall have the respective meanings specified in the 1940 Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission.

ARTICLE 12. NOTICE. Any notice required or permitted to be given by either party to the other shall be deemed sufficient if sent by registered or certified mail, postage prepaid, addressed by the party giving notice to the other party at the following address: 3435 Stelzer Road, Columbus, Ohio 43219, or at such other address as such party may from time to time specify in writing to the other party pursuant to this Section.

ARTICLE 13. GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the State of Ohio and the applicable provisions of the 1940 Act. To the extent that the applicable laws of the State of Ohio, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control.

ARTICLE 14. MULTIPLE ORIGINALS. This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

THE COVENTRY GROUP

BISYS FUND SERVICES OHIO, INC.

Portfolios:       This Agreement shall apply to all Boston Trust/Walden Fund
                  Portfolios of The Coventry Group advised by United States
                  Trust Company of Boston ("USTB"), either now or hereafter
                  created (individually, the "Portfolio", and collectively, the
                  "Portfolios"). The current Portfolios of the Trust advised by

Bank are set forth below:

Fees:             Pursuant to Article 4, in consideration of services rendered
                  and expenses assumed pursuant to this Agreement and pursuant
                  to the Fund Accounting Agreement executed between the Trust
                  and BISYS FUND SERVICES OHIO, INC. with respect to fund
                  accounting services to be provided by BISYS FUND SERVICES
                  OHIO, INC. to portfolios of the Boston Trust Funds, the Trust
                  will pay the Administrator on the first business day of each
                  month, or at such time(s) as the Administrator shall request
                  and the parties hereto shall agree, a fee computed daily at
                  the annual rate of:

                                    .20% of each
                                    Portfolio's average daily net assets.

                  The fee for the period from the day of the month this
                  Agreement is entered into until the end of that month shall be
                  prorated according to the proportion which such period bears
                  to the full monthly period. Upon any termination of this
                  Agreement before the end of any month, the fee for such part
                  of a month shall be prorated according to the proportion which
                  such period bears to the full monthly period and shall be
                  payable upon the date of termination of this Agreement.

                  For purposes of determining the fees payable to the
                  Administrator, the value of the net assets of a particular
                  Portfolio shall be computed in the manner described in the
                  Trust's Declaration of Trust or Articles of Incorporation or
                  in the Prospectus or Statement of Additional Information
                  respecting that Portfolio as from time to time is in effect
                  for the computation of the value of such net

                                      A-1

                  assets in connection with the determination of the liquidating
                  value of the shares of such Portfolio.

                  The parties hereby confirm that the fees payable hereunder
                  shall be applied to each Portfolio as a whole, and not to
                  separate classes of shares within the Portfolios.

                  The fee payable by the Trust hereunder shall be allocated to
                  each Portfolio based upon its pro rata share of the total fee
                  payable hereunder. Such fee as is attributable to each
                  Portfolio shall be a separate (and not joint or joint and
                  several) obligation of each such Portfolio. The Administrator
                  may agree, from time to time, to waive any fees payable under
                  this Agreement. Such waiver shall be at the Administrator's
                  sole discretion.

Term:             Pursuant to Article 7, the term of this Agreement shall
                  commence on date of the contract and shall remain in effect
                  through June 1, 2001 ("Initial Term"). Thereafter, unless
                  otherwise terminated as provided herein, this Agreement shall
                  be renewed automatically for successive one-year periods
                  ("Rollover Periods"). This Agreement may be terminated without
                  penalty (i) by provision of a notice of nonrenewal in the
                  manner set forth below, (ii) by mutual agreement of the
                  parties or (iii) for "cause," as defined below, upon the
                  provision of 60 days advance written notice by the party
                  alleging cause. Written notice of nonrenewal must be provided
                  at least 60 days prior to the end of the Initial Term or any
                  Rollover Period, as the case may be.

                  For purposes of this Agreement, "cause" shall mean (a) a
                  material breach of this Agreement that has not been remedied
                  for thirty (30) days following written notice of such breach
                  from the non-breaching party; (b) a final, unappealable
                  judicial, regulatory or administrative ruling or order in
                  which the party to be terminated has been found guilty of
                  criminal or unethical behavior in the conduct of its business,
                  a final, unappealable judicial, regulatory or administrative
                  ruling or order in which the party to be terminated has been
                  found guilty of some substantive shortcoming in its business
                  practices with respect to the Funds; or (c) financial
                  difficulties on the part of the party to be terminated which
                  are evidenced by the authorization or commencement of, or
                  involvement by way of pleading, answer, consent or
                  acquiescence in, a voluntary or involuntary case under Title
                  11 of the United States Code, as from time to time is in
                  effect, or any applicable law, other than said Title 11, of
                  any jurisdiction relating to the liquidation or reorganization
                  of debtors or to the modification or alteration of the rights
                  of creditors.

                  Notwithstanding the foregoing, after such termination for so
                  long as the Administrator, with the written consent of the
                  Trust, in fact continues to perform any one or more of the
                  services contemplated by this Agreement or any schedule or
                  exhibit hereto, the provisions of this Agreement, including
                  without limitation

                                      A-2

                  the provisions dealing with indemnification, shall continue in
                  full force and effect. Compensation due the Administrator and
                  unpaid by the Trust upon such termination shall be immediately
                  due and payable upon and notwithstanding such termination. The
                  Administrator shall be entitled to collect from the Trust, in
                  addition to the compensation described in this Schedule A, the
                  amount of all of the Administrator's cash disbursements for
                  services in connection with the Administrator's activities in
                  effecting such termination, including without limitation, the
                  delivery to the Trust and/or its designees of the Trust's
                  property, records, instruments and documents.

                  If, for any reason other than (i) nonrenewal, (ii) mutual
                  agreement of the parties, (iii) "cause," as defined above, or
                  (iv) the termination of a Fund's operations for legitimate
                  economic reasons (e.g., diminished asset size), the
                  Administrator is replaced as administrator, or if a third
                  party is added to perform all or a part of the services
                  provided by the Administrator under this Agreement (excluding
                  any sub-administrator appointed by the Administrator as
                  provided in Article 7 hereof), then the Trust shall make a
                  one-time cash payment, in consideration of the fee structure
                  and services to be provided under this Agreement, and not as a
                  penalty, to the Administrator equal to the balance due the
                  Administrator for the lesser of: (i) the remainder of the
                  then-current term of this Agreement or (ii) the next twelve
                  (12) months of the then-current term of this Agreement,
                  assuming for purposes of calculation of the payment that such
                  balance shall be based upon the average amount of the Trust's
                  assets for the twelve months prior to the date the
                  Administrator is replaced or a third party is added.

                  In the event the Trust is merged into another legal entity in
                  part or in whole pursuant to any form of business
                  reorganization or is liquidated in part or in whole prior to
                  the expiration of the then-current term of this Agreement, the
                  parties acknowledge and agree that the liquidated damages
                  provision set forth above shall be applicable in those
                  instances in which the Administrator is not retained to
                  provide administration services consistent with this
                  Agreement. The one-time cash payment referenced above shall be
                  due and payable on the day prior to the first day in which the
                  Administrator is replaced or a third party is added.

Exhibit 23(h)(2)

FUND ACCOUNTING AGREEMENT

AGREEMENT made this March 23, 1999, between THE COVENTRY GROUP, a Massachusetts business trust (the "Trust"), having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219, and BISYS FUND SERVICES OHIO, INC. ("Fund Accountant"), a corporation organized under the laws of the State of Ohio and having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219.

WHEREAS, the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"), consisting of several series of shares of beneficial interest or common stock ("Shares"); and

WHEREAS, the Trust desires Fund Accountant to perform, and Fund Accountant is willing to perform, certain fund accounting services for each currently existing Boston Trust/Walden Fund series of the Trust advised by United States Trust Company of Boston ("USTB"), and such additional Boston Trust/Walden Fund series advised by the USTB as the Trust and Fund Accountant may agree on from time to time (individually referred to herein as a "Fund" and collectively as the "Funds") and as listed on Schedule A attached hereto and made a part of this Agreement, on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual premises and covenants herein set forth, the parties agree as follows:

1. SERVICES AS FUND ACCOUNTANT.

(a) MAINTENANCE OF BOOKS AND RECORDS. Fund Accountant will keep and maintain the following books and records of each Fund pursuant to Rule 31a-1 under the Investment Company Act of 1940 (the "Rule"):

(i) Journals containing an itemized daily record in detail of all purchases and sales of securities, all receipts and disbursements of cash and all other debits and credits, as required by subsection (b)(1) of the Rule;

(ii) General and auxiliary ledgers reflecting all asset, liability, reserve, capital, income and expense accounts, including interest accrued and interest received, as required by subsection (b)(2)(i) of the Rule;

(iii) Separate ledger accounts required by subsection (b)(2)(ii) and (iii) of the Rule; and

(iv) A monthly trial balance of all ledger accounts (except shareholder accounts) as required by subsection (b)(8) of the Rule.

(b) PERFORMANCE OF DAILY ACCOUNTING SERVICES. In addition to the maintenance of the books and records specified above, Fund Accountant shall perform the following accounting services daily for each Fund:

(i) Calculate the net asset value per share utilizing prices obtained from the sources described in subsection 1(b)(ii) below;

(ii) Obtain security prices from independent pricing services, or if such quotes are unavailable, then obtain such prices from each Fund's investment adviser or its designee, as approved by the Trust's Board of Trustees;

(iii) Verify and reconcile with the Funds' custodian all daily trade activity;

(iv) Compute, as appropriate, each Fund's net income and capital gains, dividend payables, dividend factors, 7-day yields, 7-day effective yields, 30-day yields, and weighted average portfolio maturity;

(v) Review daily the net asset value calculation and dividend factor (if any) for each Fund prior to release to shareholders, check and confirm the net asset values and dividend factors for reasonableness and deviations, and distribute net asset values and yields to NASDAQ;

(vi) Report to the Trust the daily market pricing of securities in any money market Funds, with the comparison to the amortized cost basis;

(vii) Determine unrealized appreciation and depreciation on securities held in variable net asset value Funds;

(viii) Amortize premiums and accrete discounts on securities purchased at a price other than face value, if requested by the Trust;

(ix) Update fund accounting system to reflect rate changes, as received from a Fund's investment adviser, on variable interest rate instruments;

(x) Post Fund transactions to appropriate categories;

(xi) Accrue expenses of each Fund according to instructions received from the Trust's Administrator;

(xii) Determine the outstanding receivables and payables for all (1) security trades, (2) Fund share transactions and (3) income and expense accounts;

(xiii) Provide accounting reports in connection with the Trust's regular annual audit and other audits and examinations by regulatory agencies; and

(xiv) Provide such periodic reports as the parties shall agree upon, as set forth in a separate schedule.

(c) SPECIAL REPORTS AND SERVICES.

(i) Fund Accountant may provide additional special reports upon the request of the Trust or a Fund's investment adviser, which may result in an additional charge, the amount of which shall be agreed upon between the parties.

(ii) Fund Accountant may provide such other similar services with respect to a Fund as may be reasonably requested by the Trust, which may result in an additional charge, the amount of which shall be agreed upon between the parties.

(d) ADDITIONAL ACCOUNTING SERVICES. Fund Accountant shall also perform the following additional accounting services for each Fund:

(i) Provide monthly a download (and hard copy thereof) of the financial statements described below, upon request of the Trust. The download will include the following items:

Statement of Assets and Liabilities, Statement of Operations, Statement of Changes in Net Assets, and Condensed Financial Information;

(ii) Provide accounting information for the following:

(A) federal and state income tax returns and federal excise tax returns; (B) the Trust's semi-annual reports with the Securities and Exchange Commission ("SEC") on Form N-SAR;
(C) the Trust's annual, semi-annual and quarterly (if any) shareholder reports; (D) registration statements on Form N-1A and other filings relating to the registration of shares; (E) the Administrator's monitoring of the Trust's status as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended; (F) annual audit by the Trust's auditors; and

(G) examinations performed by the SEC or other regulators.

2. SUBCONTRACTING.

Fund Accountant may, at its expense and with the approval of the Trust, subcontract with any entity or person concerning the provision of the services contemplated hereunder; provided, however, that Fund Accountant shall not be relieved of any of its obligations under this Agreement by the appointment of such subcontractor and provided further, that Fund Accountant shall be responsible, to the extent provided in Section 7 hereof, for all acts of such subcontractor as if such acts were its own.

3. COMPENSATION.

The Trust shall pay Fund Accountant for the services to be provided by Fund Accountant under this Agreement in accordance with, and in the manner set forth in, Schedule A hereto, as such Schedule may be amended from time to time.

4. REIMBURSEMENT OF EXPENSES.

In addition to paying Fund Accountant the fees described in
Section 3 hereof, the Trust agrees to reimburse Fund Accountant for its out-of-pocket expenses in providing services hereunder, including without limitation the following:

(a) All freight and other delivery and bonding charges incurred by Fund Accountant in delivering materials to and from the Trust;

(b) All direct telephone, telephone transmission and telecopy or other electronic transmission expenses incurred by Fund Accountant in communication with the Trust, the Trust's investment adviser or custodian, dealers or others as required for Fund Accountant to perform the services to be provided hereunder;

(c) The cost of obtaining security market quotes pursuant to
Section l(b)(ii) above;

(d) The cost of microfilm or microfiche of records or other materials;

(e) All systems-related expenses associated with the provision of special reports and services pursuant to Section 1(c) herein;

(f) Any expenses Fund Accountant shall incur at the written direction of an officer of the Trust thereunto duly authorized; and
(g) Any additional expenses reasonably incurred by Fund Accountant in the performance of its duties and obligations under this Agreement.

5. EFFECTIVE DATE.

This Agreement shall become effective with respect to a Fund as of the date first written above (or, if a particular Fund is not in existence on that date, on the date such Fund commences operation) (the "Effective Date").

6. TERM.

This Agreement shall continue in effect with respect to a Fund, unless earlier terminated by either party hereto as provided hereunder, through June 1, 2001 (the "Initial Term"). Thereafter, unless otherwise terminated as provided herein, this Agreement shall be renewed automatically for successive one-year periods ("Rollover Periods"). This Agreement may be terminated without penalty (i) by provision of a notice of nonrenewal in the manner set forth below, (ii) by mutual agreement of the parties or (iii) for "cause," as defined below, upon the provision of 60 days advance written notice by the party alleging cause. Written notice of nonrenewal must be provided within 60 days of the end of the Initial Term or any Rollover Period, as the case may be.

For purposes of this Agreement, "cause" shall mean (a) a material breach of this Agreement that has not been remedied for thirty (30) days following written notice of such breach from the non-breaching party; (b) a final, unappealable judicial, regulatory or administrative ruling or order in which the party to be terminated has been found guilty of criminal or unethical behavior in the conduct of its business; or (c) financial difficulties on the part of the party to be terminated which are evidenced by the authorization or commencement of, or involvement by way of pleading, answer, consent or acquiescence in, a voluntary or involuntary case under Title 11 of the United States Code, as from time to time is in effect, or any applicable law, other than said Title 11, of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors.

After such termination for so long as Fund Accountant, with the written consent of the Trust, in fact continues to perform any one or more of the services contemplated by this Agreement or any schedule or exhibit hereto, the provisions of this Agreement, including without limitation the provisions dealing with indemnification, shall continue in full force and effect. Compensation due Fund Accountant and unpaid by the Trust upon such termination shall be immediately due and payable upon and notwithstanding such termination. Fund Accountant shall be entitled to collect from the Trust, in addition to the compensation described under Section 3 hereof, the amount of all of Fund Accountant's cash disbursements for services in connection with Fund Accountant's activities in effecting such termination, including without limitation, the delivery to the Trust and/or its designees of the Trust's property, records, instruments and documents.

If, for any reason other than (i) nonrenewal, (ii) mutual agreement of the parties, (iii) "cause," as defined above, or (iv) the termination of a Fund's operations for legitimate economic reasons (e.g., diminished asset size), Fund Accountant is replaced as fund accountant, or if a third party is added to perform all or a part of the services provided by Fund Accountant under this Agreement (excluding any sub-accountant appointed by Fund Accountant as provided in Section 2 hereof), then the Trust shall make a one-time cash payment, in consideration of the fee structure and services to be provided under this Agreement, and not as a penalty, to Fund Accountant equal to the balance due Fund Accountant for the lesser of: (i) the remainder of the then-current term of this

Agreement or (ii) the next twelve (12) months of the then-current term of this Agreement, assuming for purposes of calculation of the payment that such balance shall be based upon the average amount of the Trust's assets for the twelve months prior to the date Fund Accountant is replaced or a third party is added.

In the event the Trust is merged into another legal entity in part or in whole pursuant to any form of business reorganization or is liquidated in part or in whole prior to the expiration of the then-current term of this Agreement, the parties acknowledge and agree that the liquidated damages provision set forth above shall be applicable in those instances in which Fund Accountant is not retained to provide fund accounting services consistent with this Agreement. The one-time cash payment referenced above shall be due and payable on the day prior to the first day in which Fund Accountant is replaced or a third party is added.

7. STANDARD OF CARE; RELIANCE ON RECORDS AND INSTRUCTIONS; INDEMNIFICATION.

Fund Accountant shall use its best efforts to insure the accuracy of all services performed under this Agreement, but shall not be liable to the Trust for any action taken or omitted by Fund Accountant in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. A Fund agrees to indemnify and hold harmless Fund Accountant, its employees, agents, Trustees, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character arising out of or in any way relating to Fund Accountant's actions taken or nonactions with respect to the performance of services under this Agreement with respect to such Fund or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to such Fund given or made to Fund Accountant by a duly authorized representative of the Trust; provided that this indemnification shall not apply to actions or omissions of Fund Accountant in cases of its own bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties, and further provided that prior to confessing any claim against it which may be the subject of this indemnification, Fund Accountant shall give the Trust written notice of and reasonable opportunity to defend against said claim in its own name or in the name of Fund Accountant.

8. RECORD RETENTION AND CONFIDENTIALITY.

Fund Accountant shall keep and maintain on behalf of the Trust all books and records which the Trust and Fund Accountant is, or may be, required to keep and maintain pursuant to any applicable statutes, rules and regulations, including without limitation Rules 31a-1 and 31a-2 under the Investment Company Act of 1940, as amended (the "1940 Act"), relating to the maintenance of books and records in connection with the services to be provided hereunder. Fund Accountant further agrees that all such books and records shall be the property of the Trust and to make such books and records available for inspection by the Trust or by the Securities and Exchange Commission or other regulators at reasonable times and otherwise to keep confidential all books and

records and other information relative to the Trust and its shareholders; except when requested to divulge such information by duly-constituted authorities or court process.

9. UNCONTROLLABLE EVENTS.

Fund Accountant assumes no responsibility hereunder, and shall not be liable, for any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control.

10. REPORTS.

Fund Accountant will furnish to the Trust and to its properly authorized auditors, investment advisers, examiners, distributors, dealers, underwriters, salesmen, insurance companies and others designated by the Trust in writing, such reports and at such times as are prescribed pursuant to the terms and the conditions of this Agreement to be provided or completed by Fund Accountant, or as subsequently agreed upon by the parties pursuant to an amendment hereto. The Trust agrees to examine each such report or copy promptly and will report or cause to be reported any errors or discrepancies therein.

11. RIGHTS OF OWNERSHIP.

All computer programs and procedures developed by Fund Accountant to perform services required to be provided by Fund Accountant under this Agreement are the property of Fund Accountant. All records and other data except such computer programs and procedures are the exclusive property of the Trust and all such other records and data will be furnished to the Trust in appropriate form as soon as practicable after termination of this Agreement for any reason.

12. RETURN OF RECORDS.

Fund Accountant may at its option at any time, and shall promptly upon the Trust's demand, turn over to the Trust and cease to retain Fund Accountant's files, records and documents created and maintained by Fund Accountant pursuant to this Agreement which are no longer needed by Fund Accountant in the performance of its services or for its legal protection. If not so turned over to the Trust, such documents and records will be retained by Fund Accountant for six years from the year of creation. At the end of such six-year period, such records and documents will be turned over to the Trust unless the Trust authorizes in writing the destruction of such records and documents.

13. REPRESENTATIONS OF THE TRUST.

The Trust certifies to Fund Accountant that: (1) as of the close of business on the Effective Date, each Fund that is in existence as of the Effective Date has authorized unlimited shares, and (2) this Agreement has been duly authorized by the Trust and, when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable

against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

14. REPRESENTATIONS OF FUND ACCOUNTANT.

Fund Accountant represents and warrants that: (1) the various procedures and systems which Fund Accountant has implemented with regard to safeguarding from loss or damage attributable to fire, theft, or any other cause the records, and other data of the Trust and Fund Accountant's records, data, equipment facilities and other property used in the performance of its obligations hereunder are adequate and that it will make such changes therein from time to time as are required for the secure performance of its obligations hereunder, and (2) this Agreement has been duly authorized by Fund Accountant and, when executed and delivered by Fund Accountant, will constitute a legal, valid and binding obligation of Fund Accountant, enforceable against Fund Accountant in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

15. INSURANCE.

Fund Accountant shall notify the Trust should any of its insurance coverage be canceled or reduced. Such notification shall include the date of change and the reasons therefor. Fund Accountant shall notify the Trust of any material claims against it with respect to services performed under this Agreement, whether or not they may be covered by insurance, and shall notify the Trust from time to time as may be appropriate of the total outstanding claims made by Fund Accountant under its insurance coverage.

16. INFORMATION TO BE FURNISHED BY THE TRUST AND FUNDS.

The Trust has furnished to Fund Accountant the following:

(a) Copies of the Declaration of Trust or Articles of Incorporation of the Trust and of any amendments thereto, certified by the proper official of the state in which such document has been filed.

(b) Copies of the following documents:

(i) The Trust's Bylaws and any amendments thereto; and

(ii) Certified copies of resolutions of the Trustees covering the approval of this Agreement, authorization of a specified officer of the Trust to execute and deliver this Agreement and authorization for specified officers of the Trust to instruct Fund Accountant thereunder.

(c) A list of all the officers of the Trust, together with specimen signatures of those officers who are authorized to instruct Fund Accountant in all matters.

(d) Two copies of the Prospectuses and Statements of Additional Information for each Fund.

17. INFORMATION FURNISHED BY FUND ACCOUNTANT.

(a) Fund Accountant has furnished to the Trust the following:

(i) Fund Accountant's Articles of Incorporation; and

(ii) Fund Accountant's Bylaws and any amendments thereto.

(b) Fund Accountant shall, upon request, furnish certified copies of corporate actions covering the following matters:

(i) Approval of this Agreement, and authorization of a specified officer of Fund Accountant to execute and deliver this Agreement; and

(ii) Authorization of Fund Accountant to act as fund accountant for the Trust and to provide accounting services for the Trust.

18. AMENDMENTS TO DOCUMENTS.

The Trust shall furnish Fund Accountant written copies of any amendments to, or changes in, any of the items referred to in Section 16 hereof forthwith upon such amendments or changes becoming effective. In addition, the Trust agrees that no amendments will be made to the Prospectuses or Statements of Additional Information of the Trust which might have the effect of changing the procedures employed by Fund Accountant in providing the services agreed to hereunder or which amendment might affect the duties of Fund Accountant hereunder unless the Trust first obtains Fund Accountant's approval of such amendments or changes.

19. COMPLIANCE WITH LAW.

Except for the obligations of Fund Accountant set forth in
Section 8 hereof, the Trust assumes full responsibility for the preparation, contents and distribution of each prospectus of the Trust as to compliance with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the 1940 Act and any other laws, rules and regulations of governmental authorities having jurisdiction. Fund Accountant shall have no obligation to take cognizance of any laws relating to the sale of the Trust's shares. The Trust represents and warrants that no shares of the Trust will be offered to the public until the Trust's registration statement under the Securities Act and the 1940 Act has been declared or becomes effective.

20. NOTICES.

Any notice provided hereunder shall be sufficiently given when sent by registered or certified mail to the party required to be served with such notice, at the following address: if to the Trust, at 3435 Stelzer Road, Columbus, Ohio 43219; and if to Fund Accountant, at 3435 Stelzer Road, Columbus, Ohio 43219, or at such other address as such party may from time to time specify in writing to the other party pursuant to this Section.

21. HEADINGS.

Paragraph headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.

22. ASSIGNMENT.

This Agreement and the rights and duties hereunder shall not be assignable with respect to a Fund by either of the parties hereto except by the specific written consent of the other party. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns.

23. GOVERNING LAW.

This Agreement shall be governed by and provisions shall be construed in accordance with the laws of the State of Ohio.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed all as of the day and year first above written.

THE COVENTRY GROUP

BISYS FUND SERVICES OHIO, INC.

SCHEDULE A
TO THE FUND ACCOUNTING AGREEMENT
BETWEEN
THE COVENTRY GROUP
AND
BISYS FUND SERVICES OHIO, INC.

FEES

Fund Accountant shall be entitled to receive from each Fund a fee which shall be such portion of the fee paid pursuant to Article 4 of the Administration Agreement between the Funds and BISYS FUND SERVICES OHIO, INC. with respect to management and administrative services to be provided to portfolios of Boston Trust Funds as the parties hereto shall agree, which fee shall not be more than .03% of each portfolio's average daily net assets nor less than .01% of each portfolio's average daily net assets.

OUT-OF-POCKET EXPENSES:

Fund Accountant shall be entitled to be reimbursed for all reasonable out-of-pocket expenses including, but not limited to, the expenses set forth in Section 4 of the Fund Accounting Agreement to which this Schedule A is attached.

Exhibit 23(h)(3)

TRANSFER AGENCY AGREEMENT

This Agreement is made as of March 23, 1999, between The Coventry Group (the "Trust"), a Massachusetts business trust having its principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219, and United States Trust Company of Boston, a Massachusetts chartered banking and trust company ("USTB").

WHEREAS, the Trust desires that USTB perform certain services for those series of the Trust set forth in the Schedule A attached hereto, as such Schedule may be amended from time to time (individually referred to herein as a "Fund" and collectively as the "Funds"); and

WHEREAS, USTB is willing to perform such services on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual premises and covenants herein set forth, the parties agree as follows:

Section 1. SERVICES. USTB shall perform for the Trust the transfer agent services set forth in Schedule B hereto.

USTB also agrees to perform for the Trust such special services incidental to the performance of the services enumerated herein as agreed to by the parties from time to time. USTB shall perform such additional services as are provided on an amendment to Schedule B hereof, in consideration of such fees as the parties hereto may agree.

USTB may, in its discretion, appoint in writing other parties qualified to perform transfer agency services reasonably acceptable to the Trust (individually, a "Sub-transfer Agent") to carry out some or all of its responsibilities under this Agreement with respect to a Fund; provided, however, that the Sub-transfer Agent shall be the agent of USTB and not the agent of the Trust or such Fund, and that USTB shall be fully responsible for the acts of such Sub-transfer Agent and shall not be relieved of any of its responsibilities hereunder by the appointment of such Sub-transfer Agent.

Section 2. FEES. The Trust shall pay USTB for the services to be provided by USTB under this Agreement in accordance with, and in the manner set forth in, Schedule C hereto. Fees for any additional services to be provided by USTB pursuant to an amendment to Schedule B hereto shall be subject to mutual agreement at the time such amendment to Schedule C is proposed.

Section 3. REIMBURSEMENT OF EXPENSES. In addition to paying USTB the fees described in Section 2 hereof, the Trust agrees to reimburse USTB for USTB' out-of-pocket expenses in providing services hereunder, including without limitation the following:

A. All freight and other delivery and bonding charges incurred by USTB in delivering materials to and from the Trust and in delivering all materials to shareholders;

B. All direct telephone, telephone transmission and telecopy or other electronic transmission expenses incurred by USTB in communication with the Trust, the Trust's investment adviser or custodian, dealers, shareholders or others as required for USTB to perform the services to be provided hereunder;

C. Costs of postage, couriers, stock computer paper, statements, labels, envelopes, checks, reports, letters, tax forms, proxies, notices or other form of printed material which shall be required by USTB for the performance of the services to be provided hereunder;

D. The cost of microfilm or microfiche of records or other materials; and

E. Any expenses USTB shall incur at the written direction of an officer of the Trust thereunto duly authorized by the Trust's Board of Trustees.

SECTION 4. EFFECTIVE DATE. This Agreement shall become effective as of the date first written above (the "Effective Date").

SECTION 5. TERM. This Agreement shall continue in effect, unless earlier terminated by either party hereto as provided hereunder, until June 1, 2001. Thereafter, this Agreement shall be renewed automatically for successive one-year terms unless written notice not to renew is given by the non-renewing party to the other party at least 60 days prior to the expiration of the then-current term; provided, however, that after such termination, for so long as USTB, with the written consent of the Trust, in fact continues to perform any one or more of the services contemplated by this Agreement or any Schedule or exhibit hereto, the provisions of this Agreement, including without limitation the provisions dealing with indemnification, shall continue in full force and effect. Compensation due USTB and unpaid by the Trust upon such termination shall be immediately due and payable upon and notwithstanding such termination. USTB shall be entitled to collect from the Trust, in addition to the fees and disbursements provided by Sections 2 and 3 hereof, the amount of all of USTB' reasonable cash disbursements for services in connection with USTB' activities in effecting such termination, including without limitation, the delivery to the Trust and/or its distributor or investment advisers and/or other parties, of the Trust's property, records, instruments and documents, or any copies thereof. To the extent that USTB may retain in its possession copies of any Trust documents or records subsequent to such termination which copies had not been requested by or on behalf of the Trust in connection with the termination process described above, USTB, for a reasonable fee, will provide the Trust with reasonable access to such copies. Further, this Agreement is terminable with respect to a particular Fund only upon mutual agreement of the parties hereto or for "cause" (as defined below) by the party alleging "cause," in either case on not less than 60 days' notice by the Trust's Board of Trustees or by USTB.

For purposes of this Agreement, "cause" shall mean (a) willful misfeasance, bad faith, gross negligence, or reckless disregard on the part of the party to be terminated with respect to its obligations and duties set forth herein; (b) a final, unappealable judicial, regulatory or administrative ruling or order in which the party to be terminated has been found guilty of criminal or unethical behavior in the conduct of its business;
(c) financial difficulties on the part

of the party to be terminated which are evidenced by the authorization or commencement of, or involvement by way of pleading, answer, consent, or acquiescence in, a voluntary or involuntary case under Title 11 of the United States Code, as from time to time is in effect, or any applicable law, other than said Title 11, of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors; or (d) any circumstance which substantially impairs the performance of the obligations and duties as contemplated herein of the party to be terminated.

Section 6. UNCONTROLLABLE EVENTS. USTB assumes no responsibility hereunder, and shall not be liable, for any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control.

Section 7. LEGAL ADVICE. USTB shall notify the Trust at any time USTB believes that it is in need of the advice of counsel (other than counsel in the regular employ of USTB or any affiliated companies) with regard to USTB' responsibilities and duties pursuant to this Agreement; and after so notifying the Trust, USTB, at its discretion, shall be entitled to seek, receive and act upon advice of legal counsel of its choosing, such advice to be at the expense of the Trust or Funds unless relating to a matter involving USTB' willful misfeasance, bad faith, negligence or reckless disregard with respect to USTB' responsibilities and duties hereunder and USTB shall in no event be liable to the Trust or any Fund or any shareholder or beneficial owner of the Trust for any action reasonably taken pursuant to such advice.

Section 8. INSTRUCTIONS. Whenever USTB is requested or authorized to take action hereunder pursuant to instructions from a shareholder or a properly authorized agent of a shareholder ("shareholder's agent"), concerning an account in a Fund, USTB shall be entitled to rely upon any certificate, letter or other instrument or communication, whether in writing, by electronic or telephone transmission, believed by USTB to be genuine and to have been properly made, signed or authorized by an officer or other authorized agent of the Trust or by the shareholder or shareholder's agent, as the case may be, and shall be entitled to receive as conclusive proof of any fact or matter required to be ascertained by it hereunder a certificate signed by an officer of the Trust or any other person authorized by the Trust's Board of Trustees or by the shareholder or shareholder's agent, as the case may be.

As to the services to be provided hereunder, USTB may rely conclusively upon the terms of the Prospectuses and Statements of Additional Information of the Trust relating to the Funds to the extent that such services are described therein unless USTB receives written instructions to the contrary in a timely manner from the Trust.

Section 9. STANDARD OF CARE; RELIANCE ON RECORDS AND INSTRUCTIONS; INDEMNIFICATION. USTB shall use its best efforts to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Trust for any action taken or omitted by USTB in the absence of bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. The Trust agrees to indemnify and hold harmless USTB, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any

and all judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character arising out of or in any way relating to USTB' actions taken or non actions with respect to the performance of services under this Agreement or based, if applicable, upon reasonable reliance on information, records, instructions or requests given or made to USTB by the Trust, the investment adviser and on any records provided by any fund accountant or custodian thereof; provided that this indemnification shall not apply to actions or omissions of USTB in cases of its own bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties; and further provided that prior to confessing any claim against it which may be the subject of this indemnification, USTB shall give the Trust written notice of and reasonable opportunity to defend against said claim in its own name or in the name of USTB.

SECTION 10. RECORD RETENTION AND CONFIDENTIALITY. USTB shall keep and maintain on behalf of the Trust all books and records which the Trust or USTB is, or may be, required to keep and maintain pursuant to any applicable statutes, rules and regulations, including without limitation Rules 31a-1 and 31a-2 under the Investment Company Act of 1940, as amended (the "1940 Act") relating to the maintenance of books and records in connection with the services to be provided hereunder. USTB further agrees that all such books and records shall be the property of the Trust and to make such books and records available for inspection by the Trust or by the Securities and Exchange Commission (the "Commission") at reasonable times and otherwise to keep confidential all books and records and other information relative to the Trust and its shareholders; except when requested to divulge such information by duly-constituted authorities or court process, or requested by a shareholder, or shareholder's agent, with respect to information concerning an account as to which such shareholder has either a legal or beneficial interest or when requested by the Trust, the shareholder, or shareholder's agent, or the dealer of record as to such account.

SECTION 11. REPORTS. USTB will furnish to the Trust and to its properly authorized auditors, investment advisers, examiners, distributors, dealers, underwriters, salesmen, insurance companies and others designated by the Trust in writing, such reports at such times as are prescribed in Schedule D attached hereto, or as subsequently agreed upon by the parties pursuant to an amendment to Schedule D. The Trust agrees to examine each such report or copy promptly and will report or cause to be reported any errors or discrepancies therein no later than three business days from the receipt thereof. In the event that errors or discrepancies, except such errors and discrepancies as may not reasonably be expected to be discovered by the recipient within ten days after conducting a diligent examination, are not so reported within the aforesaid period of time, a report will for all purposes be accepted by and binding upon the Trust and any other recipient, and, except as provided in Section 9 hereof, USTB shall have no liability for errors or discrepancies therein and shall have no further responsibility with respect to such report except to perform reasonable corrections of such errors and discrepancies within a reasonable time after requested to do so by the Trust.

SECTION 12. RIGHTS OF OWNERSHIP. All computer programs and procedures developed to perform services required to be provided by USTB under this Agreement are the property of USTB. All records and other data except such computer programs and procedures are the

exclusive property of the Trust and all such other records and data will be furnished to the Trust in appropriate form as soon as practicable after termination of this Agreement for any reason.

SECTION 13. RETURN OF RECORDS. USTB may at its option at any time, and shall promptly upon the Trust's demand, turn over to the Trust and cease to retain USTB' files, records and documents created and maintained by USTB pursuant to this Agreement which are no longer needed by USTB in the performance of its services or for its legal protection. If not so turned over to the Trust, such documents and records will be retained by USTB for six years from the year of creation. At the end of such six-year period, such records and documents will be turned over to the Trust unless the Trust authorizes in writing the destruction of such records and documents.

SECTION 14. BANK ACCOUNTS. The Trust and the Funds shall establish and maintain such bank accounts with such bank or banks as are selected by the Trust, as are necessary in order that USTB may perform the services required to be performed hereunder. To the extent that the performance of such services shall require USTB directly to disburse amounts for payment of dividends, redemption proceeds or other purposes, the Trust and Funds shall provide such bank or banks with all instructions and authorizations necessary for USTB to effect such disbursements.

SECTION 15. REPRESENTATIONS OF THE TRUST. The Trust certifies to USTB that: (a) as of the close of business on the Effective Date, each Fund which is in existence as of the Effective Date has authorized unlimited shares, and (b) by virtue of its Declaration of Trust, shares of each Fund which are redeemed by the Trust may be sold by the Trust from its treasury, and (c) this Agreement has been duly authorized by the Trust and, when executed and delivered by the Trust, will constitute a legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

SECTION 16. REPRESENTATIONS OF USTB. USTB represents and warrants that: (a) USTB has been in, and shall continue to be in, substantial compliance with all provisions of law, including Section 17A(c) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), required in connection with the performance of its duties under this Agreement; and (b) the various procedures and systems which USTB has implemented with regard to safekeeping from loss or damage attributable to fire, theft, or any other cause of the blank checks, records, and other data of the Trust and USTB' records, data, equipment, facilities and other property used in the performance of its obligations hereunder are adequate and that it will make such changes therein from time to time as are required for the secure performance of its obligations hereunder.

SECTION 17. INSURANCE. USTB shall notify the Trust should its insurance coverage with respect to professional liability or errors and omissions coverage be cancelled or reduced. Such notification shall include the date of change and the reasons therefor. USTB shall notify the Trust of any material claims against it with respect to services performed under this Agreement,

whether or not they may be covered by insurance, and shall notify the Trust from time to time as may be appropriate of the total outstanding claims made by USTB under its insurance coverage.

SECTION 18. INFORMATION TO BE FURNISHED BY THE TRUST AND FUNDS. The Trust has furnished to USTB the following:

(a) Copies of the Declaration of Trust of the Trust and of any amendments thereto, certified by the proper official of the state in which such Declaration has been filed.

(b) Copies of the following documents:

1. The Trust's By-Laws and any amendments thereto;

2. certified copies of resolutions of the Board of Trustees covering the following matters:

a. Approval of this Agreement and authorization of a specified officer of the Trust to execute and deliver this Agreement and authorization of specified officers of the Trust to instruct USTB hereunder; and

b. Authorization of USTB to act as Transfer Agent for the Trust on behalf of the Funds.

(c) A list of all officers of the Trust, together with specimen signatures of those officers, who are authorized to instruct USTB in all matters.

(d) Two copies of the following (if such documents are employed by the Trust):

1. Prospectuses and Statements of Additional Information;

2. Distribution Agreement; and

3. All other forms commonly used by the Trust or its Distributor with regard to their relationships and transactions with shareholders of the Funds.

(e) A certificate as to shares of beneficial interest of the Trust authorized, issued, and outstanding as of the Effective Date of USTB' appointment as Transfer Agent (or as of the date on which USTB' services are commenced, whichever is the later date) and as to receipt of full consideration by the Trust for all shares outstanding, such statement to be certified by the Treasurer of the Trust.

SECTION 19. INFORMATION FURNISHED BY USTB. USTB has furnished to the Trust the following:

(a) USTB' Articles of Incorporation.

(b) USTB' Bylaws and any amendments thereto.

(c) Certified copies of actions of USTB covering the following matters:

1. Approval of this Agreement, and authorization of a specified officer of USTB to execute and deliver this Agreement;

2. Authorization of USTB to act as Transfer Agent for the Trust.

(d) A copy of the most recent independent accountants' report relating to internal accounting control systems as filed with the Commission pursuant to Rule 17Ad-13 of the Exchange Act.

SECTION 20. AMENDMENTS TO DOCUMENTS. The Trust shall furnish USTB written copies of any amendments to, or changes in, any of the items referred to in Section 18 hereof forthwith upon such amendments or changes becoming effective. In addition, the Trust agrees that no amendments will be made to the Prospectuses or Statement of Additional Information of the Trust which might have the effect of changing the procedures employed by USTB in providing the services agreed to hereunder or which amendment might affect the duties of USTB hereunder unless the Trust first obtains USTB' approval of such amendments or changes.

SECTION 21. RELIANCE ON AMENDMENTS. USTB may rely on any amendments to or changes in any of the documents and other items to be provided by the Trust pursuant to Sections 18 and 20 of this Agreement and the Trust hereby indemnifies and holds harmless USTB from and against any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character which may result from actions or omissions on the part of USTB in reasonable reliance upon such amendments and/or changes. Although USTB is authorized to rely on the above-mentioned amendments to and changes in the documents and other items to be provided pursuant to Sections 18 and 20 hereof, USTB shall be under no duty to comply with or take any action as a result of any of such amendments or changes unless the Trust first obtains USTB' written consent to and approval of such amendments or changes.

SECTION 22. COMPLIANCE WITH LAW. Except for the obligations of USTB set forth in Section 10 hereof, the Trust assumes full responsibility for the preparation, contents and distribution of each prospectus of the Trust as to compliance with all applicable requirements of the Securities Act of 1933, as amended (the "1933 Act"), the 1940 Act and any other laws, rules and regulations of governmental authorities having jurisdiction. USTB shall have no obligation to take cognizance of any laws relating to the sale of the Trust's shares. The Trust represents and warrants that no shares of the Trust will be offered to the public until the Trust's registration statement under the 1933 Act and the 1940 Act has been declared or becomes effective.

SECTION 23. NOTICES. Any notice provided hereunder shall be sufficiently given when sent by registered or certified mail to the party required to be served with such notice, at the following address: 3435 Stelzer Road, Columbus, Ohio 43219, or at such other address as such party may from time to time specify in writing to the other party pursuant to this Section.

SECTION 24. HEADINGS. Paragraph headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.

SECTION 25. ASSIGNMENT. This Agreement and the rights and duties hereunder shall not be assignable by either of the parties hereto except by the specific written consent of the other party. This Section 25 shall not limit or in any way affect USTB' right to appoint a Sub-transfer Agent pursuant to
Section 1 hereof.

SECTION 26. GOVERNING LAW. This Agreement shall be governed by and provisions shall be construed in accordance with the laws of the Commonwealth of Massachusetts.

SECTION 27. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS. The Coventry Group is a business trust organized under the laws of the Commonwealth of Massachusetts and under a Declaration of Trust, 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 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 by any of the Trustees, officers, employees or agents are made not individually, but in such capacities, and are not binding upon any of the Trustees, officers, employees, agents or shareholders of the Trust personally, but bind only the assets of the Trust, and all persons dealing with any of the Funds of the Trust must look solely to the assets of the Trust belonging to such Fund for the enforcement of any claims against the Trust.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed all as of the day and year first above written.

USTB FUND SERVICES, INC.                     THE COVENTRY GROUP



By:_____________________                     By:______________________

Name:___________________                     Name:____________________

Title:__________________                     Title:___________________

Dated: March 23, 1999

SCHEDULE A
TO THE
TRANSFER AGENCY AGREEMENT
BETWEEN
THE COVENTRY GROUP
AND
USTB FUND SERVICES, INC.
MARCH 23, 1999

Boston Trust Balanced Fund

Boston Trust Equity Fund

Walden Social Balanced Fund

Walden Social Equity Fund

THE COVENTRY GROUP

By:______________________

Name:____________________

Title:___________________

UNITED STATES TRUST COMPANY OF
BOSTON

By:______________________

Name:____________________

Title:___________________

a. Process shareholder purchase and redemption orders.

b. Set up account information, including address, dividend option, taxpayer identification numbers and wire instructions.

c. Issue confirmations in compliance with Rule 10 under the Exchange Act.

d. Issue periodic statements for shareholders.

e. Process transfers and exchanges.

f. Process dividend payments, including the purchase of new shares through dividend reinvestment.

a. Make information available to shareholder servicing unit and other remote access units regarding trade date, share price, current holdings, yields, and dividend information.

b. Produce detailed history of transactions through duplicate or special order statements upon request.

c. Provide mailing labels for distribution of financial reports, prospectuses, proxy statements, or marketing material to current shareholders.

a. Provide reports to the Securities and Exchange Commission, the National Association of Securities Dealers and the States in which the Funds are registered.

b. Prepare and distribute appropriate Internal Revenue Service forms for corresponding Fund and shareholder income and capital gains.

c. Issue tax withholding reports to the Internal Revenue Service.

a. Provide reports for tracking rights of accumulation and purchases made under a Letter of Intent.

b. Account for separation of shareholder investments from transaction sale charges for purchases of Fund shares.

c. Calculate fees due under 12b-1 plans for distribution and marketing expenses.

d. Track sales and commission statistics by dealer and provide for payment of commissions on direct shareholder purchases in a load Fund.

a. Maintain all shareholder records for each account in the Trust.

b. Issue customer statements on scheduled cycle, providing duplicate second and third party copies if required.

c. Record shareholder account information changes.

d. Maintain account documentation files for each shareholder.

Date: March 23, 1999

ANNUAL FEES PER FUND:

Annual base fee $18,000, or $1,500 per month.

MULTIPLE CLASSES OF SHARES:

Classes of shares which have different net asset values or pay different daily dividends will be treated as separate classes, and the fee schedule above, including the appropriate minimums, will be charged for each separate class.

ADDITIONAL SERVICES:

Additional services such as IRA processing are subject to additional fees which will be quoted upon request. Programming costs or data base management fees for special reports or specialized processing will be quoted upon request.

OUT OF POCKET CHARGES:

Out-of-pocket costs, including postage, Tymnet charges, statement/confirm paper and forms, and microfiche, will be added to the transfer agent fees.

THE COVENTRY GROUP

By:____________________

Name:__________________

Title:_________________

UNITED STATES TRUST COMPANY OF BOSTON

By:____________________

Name:__________________

Title:_________________

I. Daily Shareholder Activity Journal

II. Daily Fund Activity Summary Report

A. Beginning Balance

B. Dealer Transactions

C. Shareholder Transactions

D. Reinvested Dividends

E. Exchanges

F. Adjustments

G. Ending Balance

III. Daily Wire and Check Registers

IV. Monthly Dealer Processing Reports

V. Monthly Dividend Reports

VI. Sales Data Reports for Blue Sky Registration

VII. Annual report by independent public accountants concerning USTB' shareholder system and internal accounting control systems to be filed with the Securities and Exchange Commission pursuant to Rule 17Ad-13 of the Exchange Act.

EXHIBIT (h)(4)

EXPENSE LIMITATION AGREEMENT

THIS AGREEMENT, dated as of June 18, 1999, is made and entered into by and between The Coventry Group, a Massachusetts business trust (the "Trust"), on behalf of each series set forth on Schedule A attached hereto (the "Funds"), and United States Trust Company of Boston (the "Adviser").

WHEREAS, the Adviser has been appointed the investment adviser of each of the Funds pursuant to an Investment Advisory Agreement dated March 23, 1999, between the Trust, on behalf of the Funds, and the Adviser (the "Advisory Agreement"); and

WHEREAS, the Trust and the Adviser desire to enter into the arrangements described herein relating to certain expenses of the Funds;

NOW, THEREFORE, the Trust and the Adviser hereby agree as follows:

1. Until further notice from the Adviser to the Trust, the Adviser agrees, subject to Section 2 hereof, to reduce the fees payable to it under the Advisory Agreement (but not below zero) and/or reimburse other expenses of the Funds, during the fiscal year ending March 31, 2000, to the extent necessary to limit the total operating expenses of each Fund, exclusive of brokerage costs, interest, taxes and dividend and extraordinary expenses, to the amount of the "Maximum Operating Expense Limit" applicable to each Fund as set forth across from the name of each respective Fund on the attached Schedule A.

2. Each Fund agrees to pay to the Adviser the amount of fees (including any amounts foregone through limitation or reimbursed pursuant to Section 1 hereof) that, but for Section 1 hereof, would have been payable by the Fund to the Adviser pursuant to the Advisory Agreement (the "Deferred Fees"), subject to the limitations provided in this Section. Such repayment shall be made monthly, but only if the operating expenses of the Fund (exclusive of brokerage costs, interest, taxes and dividend and extraordinary expenses), without regard to such repayment, are at an annual rate (as a percentage of the average daily net assets of the Fund) equal to or less than the "Maximum Operating Expense Limit" for the Fund, as set forth on Schedule A. Furthermore, the amount of Deferred Fees paid by a Fund in any month shall be limited so that the sum of (a) the amount of such payment and (b) the other operating expenses of the Fund (exclusive of brokerage costs, interest, taxes and extraordinary expenses) do not exceed the above-referenced "Maximum Operating Expense Limit" for such Fund.

Deferred Fees with respect to any fiscal year of a Fund shall not be payable by the Fund to the extent that the amounts payable by the Fund pursuant to the preceding paragraph during the period ending three years after the end of such fiscal year are not sufficient to pay such Deferred Fees. In no event will a Fund be obligated to pay any fees waived or deferred by the Adviser with respect to any other series of the Trust.

3. The Adviser may by notice in writing to the Trust terminate, in whole or in part, its obligation under Section 1 to reduce its fees with respect to a Fund in any period following the date specified in such notice (or change the percentage specified in Section 1), but no such change shall affect the obligation (including the amount of the obligation) of a Fund to repay amounts of Deferred Fees with respect to periods prior to the date specified in such notice.

4. A copy of the Agreement and Declaration of Trust establishing the Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed by the Trust on behalf of the Funds by an officer of the Trust as an officer and not individually and that the obligations of or arising out of this Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property belonging to the Funds.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

By:_______________________             By:___________________________

Name:_____________________             Name:_________________________

Title:____________________             Title:________________________

                                       Maximum Operating
      Fund Name                          Expense Limit*
      ---------                          -------------


Boston Balanced Fund                         1.00%

Boston Equity Fund                           1.00%

Walden Social Balanced Fund                  1.00%

Walden Social Equity Fund                    1.00%

EXHIBIT (j)