October 10, 2008
James O’Connor
Office of Disclosure and Review
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: The Coventry Group: File Nos. 33-44964 and 811-06526
Dear Mr. O’Connor:
On August 19, 2008, The Coventry Group (the “Trust’), on behalf of Walden Small Cap Innovations Fund (the “Fund”), a series of the Trust, filed Post-Effective Amendment No. 133 to its Registration Statement on Form N-1A. On October 7, 2008, you provided oral comments. Please find below the Trust’s responses to your comments. For your convenience, I have summarized your comments.
1. | | Comment. Footnote 3 to the fee table on page 4 of the prospectus states that expense associated with investments in underlying funds are excluded from the Expense Limitation Agreement. However, the fee table does not have a line for “Acquired Fund Fees and Expenses.” Will Acquired Fund Fees and Expenses be shown on the fee table? |
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| | Response. Acquired Fund Fees and Expenses are estimated to be less than one basis point for the current fiscal year. Therefore, no fee table disclosure is required. |
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2. | | Comment. Please disclose in footnote 3 to the fee table on page 4 of the prospectus the term of the Expense Limitation Agreement. |
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| | Response. The Expense Limitation Agreement extends for a period of one year from the effective date of the prospectus. Therefore, the term is automatically extended for an additional one year period unless terminated by the investment adviser. |
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3. | | Comment. The prospectus discloses that the Fund’s portfolio turnover rate is not expected to exceed 50%. Please disclose the effect of a high portfolio turnover rate. |
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| | Response. The following disclosure has been added to the prospectus: |
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| | “A portfolio turnover rate of 50% is equivalent to the Fund buying and selling half of the securities in its portfolio once during the course of a year. The higher the portfolio turnover rate, the more likely a fund is to incur higher brokerage costs and produce short-term capital gains distributions, which could increase a shareholder’s income tax liability and reduce a fund’s return.” |
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Michael.Wible@ThompsonHine.com Phone 614.469.3297 Fax 614.469.3361 | | df |
October 10, 2008
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4. | | Comment. The disclosure on page 20 regarding Kenneth Scott states that he “served previously for three years at the Council on Economic Priorities.” Please provide a job title and a brief description of the Council on Economic Priorities. |
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| | Response. The Council on Economic Priorities is a non-profit research institute. Mr. Scott was a senior research analyst at the Council. Disclosure to this effect has been added to the prospectus. |
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5. | | Comment. The disclosure on page 12 of the prospectus states that “Only purchase orders accepted by the Fund before 4:00 pm ET will be effective at that day’s offering price.” Please change “accepted” to “received”. |
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| | Response. The disclosure on page 12 had been revised to state that: |
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| | “Onlyvalid purchase ordersreceived by the Fund before 4:00 pm ET will be effective at that day’s offering price.” |
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6. | | Comment. The Trust permits exchanges between funds. Please disclose the tax consequences of an exchange. |
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| | Response. The following disclosure has been added to the prospectus: |
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| | “An exchange is considered a sale. Consequently, gains from an exchange may be subject to applicable tax.” |
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| | The Trust has authorized me to convey to you that the Trust acknowledges the following: |
| 1. | | The Trust is responsible for the adequacy and accuracy of the disclosure in the filings reviewed by the staff; |
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| 2. | | Staff comments or changes to disclosure in response to staff comments in a filing reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; |
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| 3. | | Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; and |
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| 4. | | The Trust may not assert staff comments as a defense in any proceeding initiated by the Commission under the federal securities laws of the United States. |
If you have any questions or additional comments, please call the undersigned at 614-469-3297.
Best regards,
/s/ Michael V. Wible
Michael V. Wible
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cc: | | John Danko (via email) |
| | Clarissa Medeiros (via email) |
| | Jennifer Millenbaugh (via email) |
| | Curtis Barnes (via email) |