SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

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Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of Commission Only (as permitted by
Rule 14a-6(e)(2))

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[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

Coventry Group
- -------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) filing Proxy Statement, if other than Registrant)

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[X] No fee required.

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(1) Title of each class of securities to which transaction applies:

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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(4) Date Filed:

THE COVENTRY GROUP
3435 STELZER ROAD
COLUMBUS, OHIO 43219-3035

February 8, 2006

Dear Investor:

The Board of Trustees has called a special meeting of the shareholders of each
series of The Coventry Group (the "Group") to take place on February 21, 2006,
at the offices of BISYS Fund Services Ohio, Inc., 100 Summer Street, Suite 1500,
Boston, Massachusetts 02110 at 11:00 a.m., Eastern Time, or as adjourned from
time to time.

The purpose of this meeting is to elect five nominees to the Board of Trustees.

The Trustees have unanimously approved the proposal to elect the nominees and
now recommend that you vote "FOR" the proposal.

What you need to do:

- - Read all enclosed materials.

- - Choose one of the following options to vote:

1. By Mail: Complete the enclosed proxy card applicable to you and return
it in the postage-paid envelope provided.

2. Attend the shareholder meeting (details enclosed).

The Trustees believe that the proposal is important and recommend that you read
the enclosed materials carefully and then vote "FOR" the proposal.

Respectfully,

- -------------------------------------
R. Jeffrey Young
President
The Coventry Group

SHAREHOLDERS ARE URGED TO VOTE BY COMPLETING AND RETURNING THE APPLICABLE PROXY
CARD, OR BY ATTENDING THE MEETING. YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE
OF YOUR INVESTMENT.

THE COVENTRY GROUP

3435 STELZER ROAD
COLUMBUS, OHIO 43219

1ST SOURCE MONOGRAM DIVERSIFIED EQUITY FUND
1ST SOURCE MONOGRAM SPECIAL EQUITY FUND
1ST SOURCE MONOGRAM INCOME FUND
1ST SOURCE MONOGRAM INCOME EQUITY FUND
1ST SOURCE MONOGRAM LONG/SHORT FUND
(EACH A "FUND" AND COLLECTIVELY, THE "FUNDS")

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NOTICE

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SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 21, 2006

To the shareholders of The Coventry Group:

Notice is hereby given that the Board of Trustees of The Coventry Group (the
"Group") has called a special meeting of shareholders for each of the series of
the Group, including the Funds, to be held at 11:00 a.m., Eastern Time, on
February 21, 2006, at the offices of BISYS Fund Services Ohio, Inc., 100 Summer
Street, Suite 1500, Boston, Massachusetts 02110, or as may be adjourned from
time to time (the "Meeting"). The purpose of the Meeting is to ask shareholders
to consider the following proposals:

1. To elect five nominees to the Board of Trustees; and

2. To transact any other business that may properly come before the
Meeting.

AFTER CAREFUL CONSIDERATION, THE TRUSTEES OF THE GROUP UNANIMOUSLY APPROVED THE
PROPOSALS AND RECOMMEND THAT YOU VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES
PRESENTED.

These proposals are described in detail in the attached Proxy Statement. The
Board of Trustees has fixed the close of business on January 27, 2006 as the
record date for determining shareholders who are entitled to notice of, and to
vote at, the Meeting. Each shareholder is entitled to one vote for each whole
share owned, and each fractional share shall be entitled to a proportionate
fractional vote. The enclosed proxy is being solicited by the Board of Trustees
of the Group.

Regardless of whether you plan to attend the Meeting, PLEASE COMPLETE, SIGN,
DATE AND RETURN PROMPTLY THE APPLICABLE ENCLOSED PROXY CARD IN THE ENVELOPE
PROVIDED, SO THAT YOU WILL BE REPRESENTED AT THE MEETING. If you have returned a
proxy card and are present at the Meeting, you may change the vote specified in
the proxy at that time. However, attendance in person at the Meeting, by itself,
will not revoke a previously tendered proxy.

By Order of the Board of Trustees

Sincerely,

- -------------------------------------
R. Jeffrey Young
President

February 8, 2006

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THE APPLICABLE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE
IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE IS NECESSARY IF THE
PROXY CARD IS MAILED IN THE UNITED STATES.

THE COVENTRY GROUP

3435 STELZER ROAD
COLUMBUS, OHIO 43219

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PROXY STATEMENT

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SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 21, 2006

This Proxy Statement and the enclosed form of proxy are being furnished in
connection with the solicitation of proxies by the Board of Trustees (the
"Board") of The Coventry Group (the "Group") for use at a special meeting of
shareholders of each of the series of the Group, including the Funds, to be held
at 11:00 a.m., Eastern Time, on February 21, 2006, at the offices of BISYS Fund
Services Ohio, Inc., 100 Summer Street, Suite 1500, Boston, Massachusetts 02110,
or as adjourned from time to time (the "Meeting"). The Board is soliciting
proxies from shareholders with respect to the proposals set forth in the
accompanying notice.

It is anticipated that the mailing of proxies and proxy statements to
shareholders will begin on or about February 8, 2006.

SHAREHOLDER REPORTS

The most recent annual report of the Funds, including financial statements, for
the fiscal year ended March 31, 2005, and the most recent semi-annual report of
the Funds for the semi-annual period ended September 30, 2005, have been mailed
previously to shareholders. If you would like to receive additional copies of
these reports free of charge, please contact the Funds at the address above or
call 1-800-766-8938. Requested reports will be sent by first class mail within
three business days of the receipt of the request.

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PROPOSAL 1

ELECTION OF TRUSTEES

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Coventry Funds Trust") in order to achieve operational efficiencies and lower
the Funds' operating costs, the current Trustees propose to add the fifth
Nominee, James Woodward, to the Board. If Mr. Woodward is elected as a member of
the Board, the Group and the Variable Insurance Funds will have boards of
trustees with the same members and many common service providers, and intend to
hold joint board of trustees meetings and otherwise integrate their operations
to the maximum extent possible consistent with maintaining separate legal
identities.

The Investment Company Act of 1940 (the "Investment Company Act") requires that
a specific percentage of trustees of a mutual fund must have been elected by
shareholders. In order to add a new Trustee to the Board and comply with the
requirements of the Investment Company Act, the Board is requesting that
shareholders of the Funds vote for the full slate of five Nominees.

Information about the Nominees, including their ages and principal occupations
during the past five years, and other current board memberships of publicly
traded companies or funds, is set forth in the table below. Each Nominee has
agreed to serve on the Board if elected by shareholders. A Nominee is deemed to
be "independent" to the extent the Nominee is not an "interested person" of the
Group, as that term is defined in Section 2(a)(19) of the Investment Company Act
(an "Independent Trustee"). All Nominees whose names are designated by an
asterisk (*) are currently Trustees of the Group. In the event that all of the
Nominees are elected, Independent Trustees will represent 80% of the Board. The
mailing address of each Nominee is 3435 Stelzer Road, Columbus, Ohio 43219.

NOMINEES

NUMBER OF
FUNDS IN
FUND
TERM OF OFFICE COMPLEX
POSITION(S) & LENGTH PRINCIPAL OCCUPATION(S) OVERSEEN OTHER TRUSTEESHIPS
NAME AND AGE WITH THE GROUP OF TIME SERVED DURING PAST 5 YEARS BY TRUSTEE HELD BY TRUSTEE
------------ -------------------- ---------------- ----------------------------- ---------- ------------------------

INDEPENDENT NOMINEES

DIANE E. ARMSTRONG* Trustee Indefinite; Principal of King, Dodson 18 The Variable Insurance
AGE: 41 11/04 to present Armstrong Financial Advisors, Funds
Inc. - 8/03 to present;
Director of Financial
Planning, Hamilton Capital
Management - 4/00 to 8/03

MICHAEL M. VAN BUSKIRK* Trustee and Chairman Indefinite; Chief Executive Officer, The 18 The Variable Insurance
AGE: 58 of the Board 1/92 to present Ohio Bankers Association. Funds
(industry trade association)
- 5/91 to present

MAURICE G. STARK* Trustee Indefinite; Consultant, (part time) 18 The Variable Insurance
AGE: 70 1/92 to present Battelle Memorial Institute - Funds
1/95 to present

JAMES H. WOODWARD None Indefinite Retired. Formerly, 18 The Variable Insurance
AGE: 66 Chancellor, University of Funds
North Carolina at Charlotte -
7/89 to 6/05

INTERESTED NOMINEE

WALTER B. GRIMM(1)* Trustee Indefinite; Retired. Formerly, Employee 18 American Performance
AGE: 60 4/96 to present of BISYS Fund Services - 6/92 Funds; Legacy Funds
to 9/05 Group; Performance Funds
Trust; The Variable
Insurance Funds

(1) Mr. Grimm may be deemed to be an "interested person," as defined in the
Investment Company Act, of the Group due to his previous employment with
BISYS Fund Services, the Funds' distributor, within the past two fiscal
years of the Funds.

EXECUTIVE OFFICERS

Officers of the Group are appointed by the Board to oversee the day-to-day
activities of each of the Funds. Information about the executive officers of the
Group, including their principal occupations during the past five years, is set
forth below. Each of these officers are also officers and/or employees of BISYS
Fund Services, the administrator to the Funds. The address of each executive
officer of the Group is 3435 Stelzer Road, Columbus, Ohio 43219.

TERM OF OFFICE
POSITION(S) HELD WITH THE AND LENGTH OF
NAME AND AGE GROUP TIME SERVED PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
------------ ------------------------- ---------------- -------------------------------------------

R. JEFFREY YOUNG President Indefinite; Employee of BISYS Fund Services
AGE: 41 11/03 to present (10/93 to present).

CHRIS SABATO Treasurer Indefinite; Employee of BISYS Fund Services
AGE: 37 10/04 to present (2/93 to present).

TIMOTHY BRESNAHAN Secretary Indefinite; Employee of BISYS Fund Services; (2/05 to
AGE: 36 5/05 to present present); Associate of the law firm of
Greenberg Traurig, P.A. (3/04 to 2/05);
employee of Deutsche Bank Asset Management,
Inc. (10/03 to 3/04); Associate of the law
firm of Goodwin Proctor, LLP (9/01 to
2/03).

ALAINA METZ Assistant Secretary Indefinite; Employee of BISYS Fund Services
AGE: 37 8/95 to present (6/95 to present).

GEORGE L. STEVENS Chief Compliance Officer Indefinite; Employee of BISYS Fund Services
AGE: 54 11/04 to present (9/96 to present).

BOARD OF TRUSTEES AND BOARD COMMITTEES

The Board has the overall responsibility for management of the Group. During the
fiscal year ended March 31, 2005, the Board met 5 times. The Trustees elect the
officers of the Group to supervise actively its day-to-day operations. In
addition, the Board has created certain committees to assist the Board in
discharging its oversight responsibilities.

Valuation Committee

The Board has a Valuation Committee whose function is to monitor the valuation
of portfolio securities and other investments and, as required by the Group's
valuation policies, it shall assist in the determination of the fair value of
portfolio holdings after consideration of all relevant factors, which
determinations shall be reported to the full Board. The Valuation Committee
currently consists of Messrs. Van Buskirk, Stark, and Ms. Armstrong. The
Valuation Committee meets quarterly and held four meetings during the last
fiscal year.

Audit Committee

The Board has an Audit Committee, composed of the Independent Trustees, whose
function is to oversee the financial reporting and internal controls of the
Group. The Audit Committee (i) recommends to the Board the selection of an
independent registered public accounting firm; (ii) annually reviews the scope
of the proposed audit, the audit procedures to be utilized and the proposed
audit fees; (iii) reviews the annual audit with the independent auditors; and
(iv) reviews the adequacy and effectiveness of internal controls and procedures.
The Audit Committee held 2 meetings during the last fiscal year.

Nominating Committee

The Board's Nominating Committee recommends nominations for membership on the
Board. It evaluates candidates' qualifications for Board membership and, with
respect to nominees for positions as Independent Trustees, their independence
from the Funds' investment advisors and other principal service providers. The
Committee meets as necessary to identify and evaluate nominees for Trustee and
to make its recommendations to the Board. The Nominating Committee is composed
of all Independent Trustees of the

Group. The Nominating Committee met once during the last fiscal year. No nominee
recommendations have been received by the Committee from shareholders.

SHARE OWNERSHIP

As of January 27, 2006, the Nominees and officers of the Group owned
individually and collectively as a group less than 1% of the outstanding shares
of any Fund.

The following table sets forth the aggregate dollar range of Fund shares, as
well as the aggregate dollar range of equity securities of all registered
investment companies overseen by each Nominee that are in the same family of
investment companies as the Group, beneficially owned by each Nominee as of
January 27, 2006:

AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES IN ALL REGISTERED
INVESTMENT COMPANIES OVERSEEN BY
DOLLAR RANGE OF EQUITY TRUSTEE WITHIN THE FAMILY OF
SECURITIES IN THE FUNDS INVESTMENT COMPANIES
----------------------- --------------------------------

INDEPENDENT TRUSTEE NOMINEES

James H. Woodward None None
Michael M. Van Buskirk None None
Maurice G. Stark $10,000 - $50,000 $10,000 - $50,000
Diane E. Armstrong None None

INTERESTED TRUSTEE NOMINEE

Walter B. Grimm None None

REMUNERATION OF TRUSTEES

Trustees of the Group not affiliated with BISYS or BISYS Fund Services receive
from the Group an annual fee of $3,000, plus $2,250 for each regular meeting of
the Board of Trustees attended and $1,000 for each special meeting of the Board
attended in person and $500 for other special meetings of the Board attended by
telephone, and are reimbursed for all out-of-pocket expenses relating to
attendance at such meetings. Trustees of the Group also receive $1,000 for
participation in Audit Committee meetings and $500 for participation in all
other committee meetings. Trustees who are affiliated with BISYS or BISYS Fund
Services do not receive compensation from the Group. For the Fiscal year ended
March 31, 2005, the Group paid the following compensation to the Trustees of the
Group:

AGGREGATE COMPENSATION TOTAL COMPENSATION FROM
NAME OF PERSON FROM THE FUNDS FUND COMPLEX PAID TO TRUSTEES
- -------------- ---------------------- -----------------------------

Diane E. Armstrong $1,338 $ 4,000*
Michael M. Van Buskirk $4,783 $14,500
Maurice G. Stark $4,783 $14,500
Walter B. Grimm $ 0 $ 0

* Ms. Armstrong was elected as a Trustee as of November 18, 2004.

COMMUNICATIONS WITH THE BOARD

Shareholders who wish to communicate with the Board should send communications
to the attention of the Secretary of the Group, 3435 Stelzer Road, Columbus,
Ohio 43219, and communications will be directed to the Trustee or Trustees
indicated in the communication or, if no Trustee or Trustees are indicated, to
the Chairman of the Board.

THE TRUSTEES UNANIMOUSLY RECOMMEND A VOTE "FOR" THE ELECTION OF EACH OF THE
NOMINEES.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The firm of Ernst & Young LLP ("E&Y"), 41 South High Street, Columbus, Ohio
43215, serves as the independent registered public accounting firm for the
Funds. E&Y was selected to serve as the independent registered public accounting
firm for the Funds in May 2005. E&Y's services to the Funds include auditing the
Funds' financial statements and advising the Funds as to certain accounting and
tax matters.

The firm of PricewaterhouseCoopers LLP ("PwC"), 100 East Broad Street, Suite
2100, Columbus, Ohio 43215, served as the Funds' independent registered public
accounting firm prior to May 2005 and conducted the audit of the Funds'
financial statements for each of the two prior fiscal years of the Funds ended
March 31, 2005 and March 31, 2004, respectively. The fee information set forth
below relates to the services that were provided to the Funds by PwC, the Funds'
former independent auditors, for each of the past two fiscal years.

Fees

The following table sets forth the aggregate fees billed for professional
services rendered by PwC to the Funds during the two most recent fiscal years:

AUDIT-RELATED
FISCAL YEAR ENDED AUDIT FEES FEES TAX FEES ALL OTHER FEES TOTALS
- ----------------- ---------- ------------- -------- -------------- -------

March 31, 2005 $46,275 None $12,500 None $58,775
March 31, 2004 $40,000 None $11,250 None $51,250

All of the services and related fees described in the table above were
pre-approved by the Audit Committee pursuant to its pre-approval policies and
procedures summarized below.

Non-Audit Services

For the fiscal years ended March 31, 2005 and March 31, 2004, PwC did not
provide any non-audit services to the Funds (other than tax services), the
Funds' investment advisors or any entity controlling, controlled by or under
common control with an investment advisor.

Pre-approval Policies and Procedures

compatible with maintaining the audit firm's independence. The Chairman of the
Audit Committee has been given certain limited authority to pre-approve certain
permissible non-audit services subject to the applicable circumstances and
applicable amount of fees and nature of the services involved.

ADDITIONAL INFORMATION ABOUT THE FUNDS' SERVICE PROVIDERS

Investment Advisor

1st Source Corporation Investment Advisors, Inc. (the "Advisor"), 100 North
Michigan Street, South Bend, Indiana 46601, serves as the investment advisor for
each Fund. The Advisor is a wholly-owned subsidiary of 1st Source Bank, which is
a wholly-owned subsidiary of 1st Source Corporation, a publicly-held bank
holding company.

Distributor

BISYS Fund Services, L.P. ("BISYS"), 3435 Stelzer Road, Columbus, Ohio 43219,
serves as the distributor to the Group. As a distributor, BISYS acts as agent
for the Funds in the distribution of their shares. BISYS serves as distributor
without remuneration from the Funds.

Administrator

BISYS Fund Services Ohio, Inc., 3435 Stelzer Road, Columbus, Ohio 43219, serves
as general manager and administrator to the Group and to each Fund and provides
certain other services, including fund accounting and transfer agency services.

OTHER BUSINESS

The Trustees do not know of any matters to be presented at the Meeting other
than those set forth in this Proxy Statement. If other business should properly
come before the Meeting, proxies will be voted in accordance with the judgment
of the persons named in the accompanying proxy.

OTHER INFORMATION

PROXY SOLICITATION

The costs of the Meeting, including the solicitation of proxies, will be paid by
the Funds. The principal solicitation will be by mail, but proxies also may be
solicited by telephone, telegraph, or personal contact by officers or agents of
the Group. The Group will forward to record owners proxy materials for any
beneficial owners that such record owners may represent.

REQUIRED VOTE AND QUORUM

Approval of Proposal 1 requires the affirmative vote of a plurality of the
shares voting at the Meeting. Shareholders of all series of the Group vote
together on Proposal 1.

brokers or nominees do not have discretionary voting power on a particular
matter) will be counted as shares that are present and entitled to vote for
purposes of determining the presence of a quorum. Accordingly, assuming the
presence of a quorum, abstentions and non-votes have no effect with respect to
consideration of Proposal 1.

In the event that a quorum is present at the Meeting but sufficient votes to
approve a proposal are not received, the persons named as proxies may propose
one or more adjournments of the Meeting to permit further solicitation of
proxies or to obtain the vote required for approval of a proposal. Any such
adjournment will require the affirmative vote of a majority of those shares
represented at the Meeting in person or by proxy. The persons named as proxies
will vote those proxies which they are entitled to vote FOR a proposal in favor
of such an adjournment and will vote those proxies required to be voted AGAINST
a proposal against any such adjournment.

SHAREHOLDER VOTING

Shareholders of record at the close of business on January 27, 2006 (the "Record
Date") are entitled to notice of, and to vote at, the Meeting. The following
table sets forth the approximate number of shares of each Fund outstanding as of
the Record Date:

FUND NUMBER OF SHARES
---- ----------------

1st Source Monogram Diversified Equity Fund 7,630,592
1st Source Monogram Special Equity Fund 3,319,290
1st Source Monogram Income Fund 7,797,786
1st Source Monogram Income Equity Fund 9,019,872
1st Source Monogram Long/Short Fund 2,519,658

Each shareholder is entitled to one vote for each whole share owned, and each
fractional share is entitled to a proportionate fractional vote. In addition to
voting in person at the Meeting, shareholders also may sign and mail the proxy
card received with this Proxy Statement. Timely, properly executed proxies will
be voted as instructed by shareholders. If no instructions are given on the
proxy (but the proxy is properly executed), it will be voted FOR each proposal.
A shareholder may revoke his or her proxy at any time prior to its exercise by
written notice addressed to the Secretary of the Group at the address set forth
on the cover of this Proxy Statement, or by voting in person at the Meeting.
However, attendance in person at the Meeting, by itself, will not revoke a
previously tendered proxy.

INFORMATION ABOUT CERTAIN SHAREHOLDERS

The following table sets forth the persons known by the Group to own
beneficially or of record five percent (5%) or more of the outstanding shares of
each Fund, as determined in accordance with Rule 13d-3 under the Securities
Exchange Act of 1934. To the extent that a shareholder beneficially owns or
holds with power to vote more than 25% of a Fund's outstanding shares, such
shareholder may be deemed to be able to control the outcome of any matter
submitted to a vote of that Fund's shareholders.

5% RECORD OWNERS AND ADDRESS SHARE BALANCE PERCENTAGE
---------------------------- ------------- ----------

1st Source Monogram Diversified Equity Fund

Morris & Co. 6,698,667 87.79%
P.O. Box 1602
South Bend, Indiana 46634

Fast & Co. 782,218 10.25%
P.O. Box 1602
South Bend, Indiana 46634

1st Source Monogram Special Equity Fund

Morris & Co. 2,751,402 82.89%
P.O. Box 1602
South Bend, Indiana 46634

Fast & Co. 181,786 5.48%
P.O. Box 1602
South Bend, Indiana 46634

1st Source Monogram Income Fund

Morris & Co. 6,266,737 80.37%
P.O. Box 1602
South Bend, Indiana 46634

Fast & Co. 974,257 12.49%
P.O. Box 1602
South Bend, Indiana 46634

1st Source Monogram Income Equity Fund

Morris & Co. 7,483,740 82.97%
P.O. Box 1602
South Bend, Indiana 46634

Fast & Co. 766,493 8.50%
P.O. Box 1602
South Bend, Indiana 46634

1st Source Monogram Long/Short Fund

Morris & Co. 1,978,473 78.52%
P.O. Box 1602
South Bend, Indiana 46634

Fast & Co. 327,519 13.00%
P.O. Box 1602
South Bend, Indiana 46634

SHAREHOLDER PROPOSALS

The Group does not hold regular shareholders' meetings. Shareholders wishing to
submit proposals for inclusion in a proxy statement for a subsequent
shareholders' meeting should send their written proposals to the Secretary of
the Group at the address set forth on the cover of this proxy statement.

Proposals must be received a reasonable time prior to the date of a meeting of
shareholders to be considered for inclusion in the proxy materials for a
meeting. Timely submission of a proposal does not, however, necessarily mean
that the proposal will be included. Persons named as proxies for any subsequent
shareholders' meeting will vote in their discretion with respect to proposals
submitted on an untimely basis.

PROMPT EXECUTION AND RETURN OF THE APPROPRIATE ENCLOSED PROXY IS REQUESTED. A
SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.

PROXY CARD

THE COVENTRY GROUP

1ST SOURCE MONOGRAM DIVERSIFIED EQUITY FUND
(THE "FUND")

SPECIAL MEETING OF SHAREHOLDERS

FEBRUARY 21, 2006

The undersigned hereby appoints Timothy J. Bresnahan and Lori Oliveira as his or
her proxy with full power of substitution to vote and act with respect to all
shares of the Fund beneficially owned by the undersigned at the Special Meeting
of Shareholders to be held at 11:00 a.m., Eastern Time, on February 21, 2006, at
the offices of BISYS Fund Services Ohio, Inc., 100 Summer Street, Suite 1500,
Boston, Massachusetts 02110, or as adjourned from time to time (the "Meeting"),
and instructs each of them to vote as indicated on the matters referred to in
the Proxy Statement for the Meeting, receipt of which is hereby acknowledged,
with discretionary power to vote upon such other business as may properly come
before the Meeting.

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE COVENTRY GROUP. THE
BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR EACH NOMINEE.

PLEASE VOTE, DATE AND SIGN ON THE REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

WITHHOLD AUTHORITY TO
VOTE FOR INDICATED
PROPOSAL 1: FOR ALL NOMINEES FOR INDICATED NOMINEE(S) NOMINEE(S)
- ----------- ---------------- ------------------------ ---------------------

TO ELECT THE FOLLOWING FIVE NOMINEES
TO THE BOARD OF TRUSTEES: [ ]

1. James H. Woodward [ ] [ ]
2. Michael M. Van Buskirk [ ] [ ]
3. Maurice G. Stark or [ ] [ ]
4. Diane E. Armstrong [ ] [ ]
5. Walter B. Grimm [ ] [ ]

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED (OR NOT VOTED) IN THE MANNER
SPECIFIED ABOVE. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR ALL
NOMINEES LISTED IN PROPOSAL 1. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED
TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.

CONTROL NUMBER: ___________

NUMBER OF SHARES HELD ON THE RECORD DATE: ___________

- ------------------------------------- ----------------------------------------
Shareholder sign here Co-Owner sign here

- ------------------------------------- ----------------------------------------
Print Name and Title (if applicable) Print Name and Title (if applicable)

PROXY CARD

THE COVENTRY GROUP

1ST SOURCE MONOGRAM SPECIAL EQUITY FUND
(THE "FUND")

SPECIAL MEETING OF SHAREHOLDERS

FEBRUARY 21, 2006

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE COVENTRY GROUP. THE
BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR EACH NOMINEE.

PLEASE VOTE, DATE AND SIGN ON THE REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

WITHHOLD AUTHORITY TO
VOTE FOR INDICATED
PROPOSAL 1: FOR ALL NOMINEES FOR INDICATED NOMINEE(S) NOMINEE(S)
- ----------- ---------------- ------------------------ ---------------------

TO ELECT THE FOLLOWING FIVE NOMINEES
TO THE BOARD OF TRUSTEES: [ ]

1. James H. Woodward [ ] [ ]
2. Michael M. Van Buskirk [ ] [ ]
3. Maurice G. Stark or [ ] [ ]
4. Diane E. Armstrong [ ] [ ]
5. Walter B. Grimm [ ] [ ]

CONTROL NUMBER: ___________

NUMBER OF SHARES HELD ON THE RECORD DATE: ___________

- ------------------------------------- ----------------------------------------
Shareholder sign here Co-Owner sign here

- ------------------------------------- ----------------------------------------
Print Name and Title (if applicable) Print Name and Title (if applicable)

PROXY CARD

THE COVENTRY GROUP

1ST SOURCE MONOGRAM DIVERSIFIED EQUITY FUND
(THE "FUND")

SPECIAL MEETING OF SHAREHOLDERS

FEBRUARY 21, 2006

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE COVENTRY GROUP. THE
BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR EACH NOMINEE.

PLEASE VOTE, DATE AND SIGN ON THE REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

WITHHOLD AUTHORITY TO
VOTE FOR INDICATED
PROPOSAL 1: FOR ALL NOMINEES FOR INDICATED NOMINEE(S) NOMINEE(S)
- ----------- ---------------- ------------------------ ---------------------

TO ELECT THE FOLLOWING FIVE NOMINEES TO THE
BOARD OF TRUSTEES: [ ]

1. James H. Woodward [ ] [ ]
2. Michael M. Van Buskirk [ ] [ ]
3. Maurice G. Stark Or [ ] [ ]
4. Diane E. Armstrong [ ] [ ]
5. Walter B. Grimm [ ] [ ]

CONTROL NUMBER:

NUMBER OF SHARES HELD ON THE RECORD
DATE:

- ------------------------------------- ----------------------------------------
Shareholder sign here Co-Owner sign here

- ------------------------------------- ----------------------------------------
Print Name and Title (if applicable) Print Name and Title (if applicable)

PROXY CARD

THE COVENTRY GROUP

1ST SOURCE MONOGRAM SPECIAL EQUITY FUND
(THE "FUND")

SPECIAL MEETING OF SHAREHOLDERS

FEBRUARY 21, 2006

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE COVENTRY GROUP. THE
BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR EACH NOMINEE.

PLEASE VOTE, DATE AND SIGN ON THE REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

WITHHOLD AUTHORITY TO
VOTE FOR INDICATED
PROPOSAL 1: FOR ALL NOMINEES FOR INDICATED NOMINEE(S) NOMINEE(S)
- ----------- ---------------- ------------------------ ---------------------

TO ELECT THE FOLLOWING FIVE NOMINEES TO THE
BOARD OF TRUSTEES: [ ]

1. James H. Woodward [ ] [ ]
2. Michael M. Van Buskirk [ ] [ ]
3. Maurice G. Stark or [ ] [ ]
4. Diane E. Armstrong [ ] [ ]
5. Walter B. Grimm [ ] [ ]

CONTROL NUMBER:

NUMBER OF SHARES HELD ON THE RECORD
DATE:

- ------------------------------------- ----------------------------------------
Shareholder sign here Co-Owner sign here

- ------------------------------------- ----------------------------------------
Print Name and Title (if applicable) Print Name and Title (if applicable)

PROXY CARD

THE COVENTRY GROUP

1ST SOURCE MONOGRAM INCOME FUND
(THE "FUND")

SPECIAL MEETING OF SHAREHOLDERS

FEBRUARY 21, 2006

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE COVENTRY GROUP. THE
BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR EACH NOMINEE.

PLEASE VOTE, DATE AND SIGN ON THE REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

WITHHOLD AUTHORITY TO
VOTE FOR INDICATED
PROPOSAL 1: FOR ALL NOMINEES FOR INDICATED NOMINEE(S) NOMINEE(S)
- ----------- ---------------- ------------------------ ---------------------

TO ELECT THE FOLLOWING FIVE NOMINEES TO THE
BOARD OF TRUSTEES: [ ]

1. James H. Woodward [ ] [ ]
2. Michael M. Van Buskirk [ ] [ ]
3. Maurice G. Stark Or [ ] [ ]
4. Diane E. Armstrong [ ] [ ]
5. Walter B. Grimm [ ] [ ]

CONTROL NUMBER:

NUMBER OF SHARES HELD ON THE RECORD
DATE:

- ------------------------------------- ----------------------------------------
Shareholder sign here Co-Owner sign here

- ------------------------------------- ----------------------------------------
Print Name and Title (if applicable) Print Name and Title (if applicable)

THE COVENTRY GROUP
3435 STELZER ROAD
COLUMBUS, OHIO 43219-3035

February 8, 2006

Dear Investor:

The purpose of this meeting is to elect five nominees to the Board of Trustees.

The Trustees have unanimously approved the proposal to elect the nominees and
now recommend that you vote "FOR" the proposal.

What you need to do:

- - Read all enclosed materials.

- - Choose one of the following options to vote:

1. By Mail: Complete the enclosed proxy card applicable to you and return
it in the postage-paid envelope provided.

2. Attend the shareholder meeting (details enclosed).

The Trustees believe that the proposal is important and recommend that you read
the enclosed materials carefully and then vote "FOR" the proposal.

Respectfully,

- -------------------------------------
R. Jeffrey Young
President
The Coventry Group

SHAREHOLDERS ARE URGED TO VOTE BY COMPLETING AND RETURNING THE APPLICABLE PROXY
CARD, OR BY ATTENDING THE MEETING. YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE
OF YOUR INVESTMENT.

THE COVENTRY GROUP

3435 STELZER ROAD
COLUMBUS, OHIO 43219

THE SHELBY FUND
THE SHELBY LARGE CAP FUND
(EACH A "FUND" AND COLLECTIVELY, THE "FUNDS")

----------

NOTICE

----------

SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 21, 2006

To the shareholders of The Coventry Group:

1. To elect five nominees to the Board of Trustees; and

2. To transact any other business that may properly come before the
Meeting.

AFTER CAREFUL CONSIDERATION, THE TRUSTEES OF THE GROUP UNANIMOUSLY APPROVED THE
PROPOSALS AND RECOMMEND THAT YOU VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES
PRESENTED.

By Order of the Board of Trustees

Sincerely,

- -------------------------------------
R. Jeffrey Young
President

February 8, 2006

THE COVENTRY GROUP

3435 STELZER ROAD
COLUMBUS, OHIO 43219

THE SHELBY FUND
THE SHELBY LARGE CAP FUND
(EACH A "FUND" AND COLLECTIVELY, THE "FUNDS")

----------

PROXY STATEMENT

----------

SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 21, 2006

It is anticipated that the mailing of proxies and proxy statements to
shareholders will begin on or about February 8, 2006.

SHAREHOLDER REPORTS

The most recent annual report of the Funds, including financial statements, for
the fiscal year ended March 31, 2005, and the most recent semi-annual report of
the Funds for the semi-annual period ended September 30, 2005, have been mailed
previously to shareholders. If you would like to receive additional copies of
these reports free of charge, please contact the Funds at the address above or
call 1-800-774-3529. Requested reports will be sent by first class mail within
three business days of the receipt of the request.

----------

PROPOSAL 1

ELECTION OF TRUSTEES

----------

Shareholders are asked to consider the election of five Nominees as Trustees of
the Group. Four of the Nominees, Diane Armstrong, Michael Van Buskirk, Maurice
Stark and Walter Grimm, currently serve on the Board. In connection with a
proposal to more closely integrate the Group's operations with those of another
registered investment company, the Variable Insurance Funds (which are to be
renamed "The Coventry Funds Trust") in order to achieve operational efficiencies
and lower the Funds' operating costs, the current Trustees propose to add the
fifth Nominee, James Woodward, to the Board. If Mr. Woodward is elected as a
member of the Board, the Group and the Variable Insurance Funds will have boards
of

trustees with the same members and many common service providers, and intend to
hold joint board of trustees meetings and otherwise integrate their operations
to the maximum extent possible consistent with maintaining separate legal
identities.

NOMINEES

NUMBER OF
FUNDS IN
FUND
POSITION(S) TERM OF OFFICE PRINCIPAL OCCUPATION(S) COMPLEX
WITH THE & LENGTH OF DURING OVERSEEN OTHER TRUSTEESHIPS
NAME AND AGE GROUP TIME SERVED PAST 5 YEARS BY TRUSTEE HELD BY TRUSTEE
------------ ----------------------- ---------------- --------------------------- ---------- ------------------

INDEPENDENT NOMINEES

DIANE E. ARMSTRONG* Trustee Indefinite; Principal of King, 18 The Variable
AGE: 41 11/04 to present Dodson Armstrong Insurance Funds
Financial Advisors, Inc. -
8/03 to present;
Director of Financial
Planning, Hamilton
Capital Management -
4/00 to 8/03

MICHAEL M. VAN BUSKIRK* Trustee and Chairman of Indefinite; Chief Executive Officer, 18 The Variable
AGE: 58 the Board 1/92 to present The Ohio Insurance Funds
Bankers Association.
(industry trade
association) -
5/91 to present

MAURICE G. STARK* Trustee Indefinite; Consultant, (part time) 18 The Variable
AGE: 70 1/92 to present Battelle Memorial Insurance Funds
Institute - 1/95 to present

JAMES H. WOODWARD None Indefinite Retired. Formerly, 18 The Variable
AGE: 66 Chancellor, University of Insurance Funds
North Carolina at
Charlotte - 7/89 to 6/05

INTERESTED NOMINEE

WALTER B. GRIMM(1)* Trustee Indefinite; Retired. Formerly, 18 American
AGE: 60 4/96 to present Employee of BISYS Performance Funds;
Fund Services - Legacy Funds
6/92 to 9/05 Group; Performance
Funds Trust; The
Variable Insurance
Funds

EXECUTIVE OFFICERS

TERM OF OFFICE AND
POSITION(S) HELD LENGTH OF TIME PRINCIPAL OCCUPATION(S) DURING PAST 5
NAME AND AGE WITH THE GROUP SERVED YEARS
------------ ------------------------ ------------------ -------------------------------------

R. JEFFREY YOUNG President Indefinite; Employee of BISYS Fund Services
AGE: 41 11/03 to present (10/93 to present).

CHRIS SABATO Treasurer Indefinite; Employee of BISYS Fund Services
AGE: 37 10/04 to present (2/93 to present).

TIMOTHY BRESNAHAN Secretary Indefinite; Employee of BISYS Fund Services;
AGE: 36 5/05 to present (2/05 to present); Associate of the
law firm of Greenberg Traurig, P.A.
(3/04 to 2/05); employee of Deutsche
Bank Asset Management, Inc.
(10/03 to 3/04); Associate of the law
firm of Goodwin Proctor, LLP (9/01 to
2/03).

ALAINA METZ Assistant Secretary Indefinite; Employee of BISYS Fund Services
AGE: 37 8/95 to present (6/95 to present).

GEORGE L. STEVENS Chief Compliance Officer Indefinite; Employee of BISYS Fund Services
AGE: 54 11/04 to present (9/96 to present).

BOARD OF TRUSTEES AND BOARD COMMITTEES

Valuation Committee

Audit Committee

Nominating Committee

Group. The Nominating Committee met once during the last fiscal year. No nominee
recommendations have been received by the Committee from shareholders.

SHARE OWNERSHIP

As of January 27, 2006, the Nominees and officers of the Group owned
individually and collectively as a group less than 1% of the outstanding shares
of any Fund.

AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES IN ALL REGISTERED INVESTMENT
DOLLAR RANGE OF EQUITY COMPANIES OVERSEEN BY TRUSTEE WITHIN THE
SECURITIES IN THE FUNDS FAMILY OF INVESTMENT COMPANIES
----------------------- ----------------------------------------

INDEPENDENT TRUSTEE NOMINEES

James H. Woodward None None
Michael M. Van Buskirk None None
Maurice G. Stark None $10,000 - $50,000
Diane E. Armstrong None None

INTERESTED TRUSTEE NOMINEE

Walter B. Grimm None None

REMUNERATION OF TRUSTEES

AGGREGATE COMPENSATION TOTAL COMPENSATION FROM FUND COMPLEX
NAME OF PERSON FROM THE FUNDS PAID TO TRUSTEES
- -------------- ---------------------- ------------------------------------

Diane E. Armstrong $ 146 $ 4,000*
Michael M. Van Buskirk $1,259 $14,500
Maurice G. Stark $1,259 $14,500
Walter B. Grimm $ 0 $ 0

* Ms. Armstrong was elected as a Trustee as of November 18, 2004.

COMMUNICATIONS WITH THE BOARD

THE TRUSTEES UNANIMOUSLY RECOMMEND A VOTE "FOR" THE ELECTION OF EACH OF THE
NOMINEES.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The firm of Ernst & Young LLP ("E&Y") 41 South High Street, Columbus, Ohio
43215, serves as the independent registered public accounting firm for the
Funds. E&Y's services to the Funds include auditing the Funds' financial
statements and advising the Funds as to certain accounting and tax matters.

Fees

The following table sets forth the aggregate fees billed for professional
services rendered by E&Y to the Funds during the two most recent fiscal years:

AUDIT-RELATED
FISCAL YEAR ENDED AUDIT FEES FEES TAX FEES ALL OTHER FEES TOTALS
- ----------------- ---------- ------------- -------- -------------- -------

March 31, 2005 $25,900 None $2,500 None $28,400
March 31, 2004 $22,500 None $2,500 None $25,000

All of the services and related fees described in the table above were
pre-approved by the Audit Committee pursuant to its pre-approval policies and
procedures summarized below.

Non-Audit Services

For the fiscal years ended March 31, 2005 and March 31, 2004, E&Y did not
provide any non-audit services to the Funds (other than tax services), the
Funds' investment advisors or any entity controlling, controlled by or under
common control with an investment advisor.

Pre-approval Policies and Procedures

The Audit Committee has adopted pre-approval policies and procedures relating to
services provided by the Funds' independent auditors. In addition to
pre-approving any services to be provided by the independent auditors to the
Funds, the Audit Committee considers and approves any non-audit services to be
provided to any of the Funds' Service Affiliates by the independent auditors and
the fees to be charged for such non-audit services. Pre-approval considerations
include whether the proposed services are compatible with maintaining the audit
firm's independence. The Chairman of the Audit Committee has been given certain
limited authority to pre-approve certain permissible non-audit services subject
to the applicable circumstances and applicable amount of fees and nature of the
services involved.

ADDITIONAL INFORMATION ABOUT THE FUNDS' SERVICE PROVIDERS

Investment Adviser

SMC Capital, Inc., 4350 Brownsboro Road, Suite 310, Louisville, Kentucky 40207,
serves as the investment adviser for each Fund.

Distributor

Administrator

OTHER BUSINESS

OTHER INFORMATION

PROXY SOLICITATION

REQUIRED VOTE AND QUORUM

Approval of Proposal 1 requires the affirmative vote of a plurality of the
shares voting at the Meeting. Shareholders of all series of the Group vote
together on Proposal 1.

The presence in person or by proxy of the holders of a majority of the Group's
outstanding shares is required to constitute a quorum at the Meeting. Shares
held by shareholders present in person or represented by proxy at the Meeting
will be counted both for the purposes of determining the presence of a quorum
and for calculating the votes cast on a proposal before the Meeting. Proxies
that reflect abstentions or broker "non-votes" (that is, shares held of record
by brokers or nominees as to which (a) instructions have not been received from
the beneficial owner or other persons entitled to vote and (b) the brokers or
nominees do not have discretionary voting power on a particular matter) will be
counted as shares that are present and entitled to vote for purposes of
determining the presence of a quorum. Accordingly, assuming the presence of a
quorum, abstentions and non-votes have no effect with respect to consideration
of Proposal 1.

SHAREHOLDER VOTING

FUND NUMBER OF SHARES
---- ----------------

The Shelby Fund 1,108,572
The Shelby Large Cap Fund 1,144,362

INFORMATION ABOUT CERTAIN SHAREHOLDERS

The following table sets forth the persons known by the Group to own
beneficially or of record five percent (5%) or more of the outstanding shares of
each class of shares of each Fund, as determined in accordance with Rule 13d-3
under the Securities Exchange Act of 1934. To the extent that a shareholder
beneficially owns or holds with power to vote more than 25% of a Fund's
outstanding shares, such shareholder may be deemed to be able to control the
outcome of any matter submitted to a vote of that Fund's shareholders.

5% RECORD OWNERS AND ADDRESS SHARE BALANCE PERCENTAGE
---------------------------- ------------- ----------

The Shelby Fund
Class A Shares:

Commonwealth Bank & Trust Company 25,958 31.52%
4350 Brownsboro Road
Louisville, Kentucky 40207

Fifth Third Bank 20,843 25.31%
P.O. Box 630074
Greenwood Village, Ohio 80111

5% RECORD OWNERS AND ADDRESS SHARE BALANCE PERCENTAGE
---------------------------- ------------- ----------

The Wells Foundation 16,000 19.43%
4350 Brownsboro Road
Louisville, Kentucky 40207

Class Y Shares:

Commonwealth Bank & Trust Company 802,341 78.18%
4350 Brownsboro Road
Louisville, Kentucky 40207

The Shelby Large Cap Fund

Class A Shares

Commonwealth Bank & Trust Company 1,096,431 95.81%
12906 Shelbyville Road
Louisville, Kentucky 40243

SHAREHOLDER PROPOSALS

PROMPT EXECUTION AND RETURN OF THE APPROPRIATE ENCLOSED PROXY IS REQUESTED. A
SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.

PROXY CARD

THE COVENTRY GROUP

THE SHELBY FUND
(THE "FUND")

SPECIAL MEETING OF SHAREHOLDERS

FEBRUARY 21, 2006

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE COVENTRY GROUP. THE
BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR EACH NOMINEE.

PLEASE VOTE, DATE AND SIGN ON THE REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

FOR ALL WITHHOLD AUTHORITY TO
PROPOSAL 1: NOMINEES FOR INDICATED NOMINEE(S) VOTE FOR INDICATED NOMINEE(S)
- ----------- -------- ------------------------ -----------------------------

TO ELECT THE FOLLOWING FIVE NOMINEES
TO THE BOARD OF TRUSTEES: [ ]

1. James H. Woodward [ ] [ ]
2. Michael M. Van Buskirk or [ ] [ ]
3. Maurice G. Stark [ ] [ ]
4. Diane E. Armstrong [ ] [ ]
5. Walter B. Grimm [ ] [ ]

CONTROL NUMBER:
---------

NUMBER OF SHARES HELD ON THE RECORD DATE:
----------

- ------------------------------------- ----------------------------------------
Shareholder sign here Co-Owner sign here

- ------------------------------------- ----------------------------------------
Print Name and Title (if applicable) Print Name and Title (if applicable)

PROXY CARD

THE COVENTRY GROUP

THE SHELBY LARGE CAP FUND
(THE "FUND")

SPECIAL MEETING OF SHAREHOLDERS

FEBRUARY 21, 2006

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE COVENTRY GROUP. THE
BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR EACH NOMINEE.

PLEASE VOTE, DATE AND SIGN ON THE REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

FOR ALL WITHHOLD AUTHORITY TO
PROPOSAL 1: NOMINEES FOR INDICATED NOMINEE(S) VOTE FOR INDICATED NOMINEE(S)
- ----------- -------- ------------------------ -----------------------------

TO ELECT THE FOLLOWING FIVE NOMINEES
TO THE BOARD OF TRUSTEES: [ ]

1. James H. Woodward [ ] [ ]
2. Michael M. Van Buskirk or [ ] [ ]
3. Maurice G. Stark [ ] [ ]
4. Diane E. Armstrong [ ] [ ]
5. Walter B. Grimm [ ] [ ]

CONTROL NUMBER:
---------

NUMBER OF SHARES HELD ON THE RECORD DATE:
---------

- ------------------------------------- ----------------------------------------
Shareholder sign here Co-Owner sign here

- ------------------------------------- ----------------------------------------
Print Name and Title (if applicable) Print Name and Title (if applicable)

THE COVENTRY GROUP
3435 STELZER ROAD
COLUMBUS, OHIO 43219-3035

February 8, 2006

Dear Investor:

The purpose of this meeting is to elect five nominees to the Board of Trustees.

The Trustees have unanimously approved the proposal to elect the nominees and
now recommend that you vote "FOR" the proposal.

What you need to do:

- - Read all enclosed materials.

- - Choose one of the following options to vote:

1. By Mail: Complete the enclosed proxy card applicable to you and return
it in the postage-paid envelope provided.

2. Attend the shareholder meeting (details enclosed).

The Trustees believe that the proposal is important and recommend that you read
the enclosed materials carefully and then vote "FOR" the proposal.

Respectfully,

R. Jeffrey Young
President
The Coventry Group

SHAREHOLDERS ARE URGED TO VOTE BY COMPLETING AND RETURNING THE APPLICABLE PROXY
CARD, OR BY ATTENDING THE MEETING. YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE
OF YOUR INVESTMENT.

THE COVENTRY GROUP

3435 STELZER ROAD
COLUMBUS, OHIO 43219

BOSTON BALANCED FUND
BOSTON EQUITY FUND
WALDEN SOCIAL BALANCED FUND
WALDEN SOCIAL EQUITY FUND
BOSTON TRUST SMALL CAP FUND
(EACH A "FUND" AND COLLECTIVELY, THE "FUNDS")

----------

NOTICE

----------

SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 21, 2006

To the shareholders of The Coventry Group:

1. To elect five nominees to the Board of Trustees; and

2. To transact any other business that may properly come before the
Meeting.

AFTER CAREFUL CONSIDERATION, THE TRUSTEES OF THE GROUP UNANIMOUSLY APPROVED THE
PROPOSALS AND RECOMMEND THAT YOU VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES
PRESENTED.

By Order of the Board of Trustees

Sincerely,

- -------------------------------------
R. Jeffrey Young
President

February 8, 2006

THE COVENTRY GROUP

3435 STELZER ROAD
COLUMBUS, OHIO 43219

BOSTON BALANCED FUND
BOSTON EQUITY FUND
WALDEN SOCIAL BALANCED FUND
WALDEN SOCIAL EQUITY FUND
BOSTON TRUST SMALL CAP FUND
(EACH A "FUND" AND COLLECTIVELY, THE "FUNDS")

----------

PROXY STATEMENT

----------

SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 21, 2006

It is anticipated that the mailing of proxies and proxy statements to
shareholders will begin on or about February 8, 2006.

SHAREHOLDER REPORTS

The most recent annual report of the Funds, including financial statements, for
the fiscal year ended March 31, 2005, and the most recent semi-annual report of
the Funds for the semi-annual period ended September 30, 2005, have been mailed
previously to shareholders. If you would like to receive additional copies of
these reports free of charge, please contact the Funds at the address above or
call 1-800-282-8782, EXT 7050. Requested reports will be sent by first class
mail within three business days of the receipt of the request.

----------

PROPOSAL 1

ELECTION OF TRUSTEES

----------

NOMINEES

POSITION(S) TERM OF OFFICE NUMBER OF FUNDS IN
WITH & LENGTH OF PRINCIPAL OCCUPATION(S) FUND COMPLEX OVERSEEN OTHER TRUSTEESHIPS
NAME AND AGE THE GROUP TIME SERVED DURING PAST 5 YEARS BY TRUSTEE HELD BY TRUSTEE
- ------------ ----------- --------------- ---------------------------- --------------------- -------------------

INDEPENDENT NOMINEES

DIANE E. ARMSTRONG* Trustee Indefinite; Principal of King, Dodson 18 The Variable
AGE: 41 11/04 to Armstrong Financial Insurance Funds
present Advisors, Inc. - 8/03 to
present; Director of
Financial Planning, Hamilton
Capital Management - 4/00 to
8/03

MICHAEL M. VAN BUSKIRK* Trustee and Indefinite; Chief Executive Officer, The 18 The Variable
AGE: 58 Chairman of 1/92 to present Ohio Bankers Association. Insurance Funds
the Board (industry trade association)
- 5/91 to present

MAURICE G. STARK* Trustee Indefinite; Consultant, (part time) 18 The Variable
AGE: 70 1/92 to present Battelle Memorial Institute Insurance Funds
- 1/95 to present

JAMES H. WOODWARD None Indefinite Retired. Formerly, 18 The Variable
AGE: 66 Chancellor, University of Insurance Funds
North Carolina at Charlotte
- 7/89 to 6/05

INTERESTED NOMINEE

WALTER B. GRIMM(1)* Trustee Indefinite; Retired. Formerly, Employee 18 American
AGE: 60 4/96 to present of BISYS Fund Services - Performance Funds;
6/92 to 9/05 Legacy Funds Group;
Performance Funds
Trust; The Variable
Insurance Funds

EXECUTIVE OFFICERS

POSITION(S) TERM OF OFFICE
HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION(S)
NAME AND AGE THE GROUP TIME SERVED DURING PAST 5 YEARS
- ------------ ----------- --------------- ----------------------------

R. JEFFREY YOUNG President Indefinite; Employee of BISYS Fund
AGE: 41 11/03 to present Services (10/93 to present).

CHRIS SABATO Treasurer Indefinite; Employee of BISYS Fund
AGE: 37 10/04 to present Services (2/93 to present).

TIMOTHY BRESNAHAN Secretary Indefinite; Employee of BISYS Fund
AGE: 36 5/05 to present Services; (2/05 to present);
Associate of the law firm of
Greenberg Traurig, P.A.
(3/04 to 2/05); employee of
Deutsche Bank Asset
Management, Inc. (10/03 to
3/04); Associate of the law
firm of Goodwin Proctor, LLP
(9/01 to 2/03).

ALAINA METZ Assistant Indefinite; Employee of BISYS Fund
AGE: 37 Secretary 8/95 to present Services (6/95 to present).

GEORGE L. STEVENS Chief Indefinite; Employee of BISYS Fund
AGE: 54 Compliance 11/04 to present Services (9/96 to present).
Officer

BOARD OF TRUSTEES AND BOARD COMMITTEES

Valuation Committee

Audit Committee

Nominating Committee

Group. The Nominating Committee met once during the last fiscal year. No nominee
recommendations have been received by the Committee from shareholders.

SHARE OWNERSHIP

As of January 27, 2006, the Nominees and officers of the Group owned
individually and collectively as a group less than 1% of the outstanding shares
of any Fund.

INDEPENDENT TRUSTEE NOMINEES

James H. Woodward None None
Michael M. Van Buskirk None None
Maurice G. Stark None $10,000 - $50,000
Diane E. Armstrong None None

INTERESTED TRUSTEE NOMINEE

Walter B. Grimm None None

REMUNERATION OF TRUSTEES

AGGREGATE COMPENSATION TOTAL COMPENSATION FROM FUND
NAME OF PERSON FROM THE FUNDS* COMPLEX PAID TO TRUSTEES
- ---------------------- ---------------------- ----------------------------

Diane E. Armstrong $1,332 $ 4,000**
Michael M. Van Buskirk $4,630 $14,500
Maurice G. Stark $4,630 $14,500
Walter B. Grimm $ 0 $ 0

* The Boston Trust Small Cap Fund commenced operations as of December 16,
2005 and therefore did not incur any Trustee-related expenses during the
period indicated.

** Ms. Armstrong was elected as a Trustee as of November 18, 2004.

COMMUNICATIONS WITH THE BOARD

THE TRUSTEES UNANIMOUSLY RECOMMEND A VOTE "FOR" THE ELECTION OF EACH OF THE
NOMINEES.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The firm of Tait, Weller & Baker ("Tait Weller") 1818 Market Street,
Philadelphia, Pennsylvania 19103, serves as the independent registered public
accounting firm for the Funds. Tait Weller's services to the Funds include
auditing the Funds' financial statements and advising the Funds as to certain
accounting and tax matters.

Fees

The following table sets forth the aggregate fees billed for professional
services rendered by Tait Weller to the Funds during the two most recent fiscal
years (other than the Boston Trust Small Cap Fund which was not in existence
during the periods indicated):

AUDIT-RELATED
FISCAL YEAR ENDED AUDIT FEES FEES TAX FEES ALL OTHER FEES TOTALS
- ----------------- ---------- ------------- -------- -------------- -------

March 31, 2005 $32,000 $9,300 $8,000 None $49,300
March 31, 2004 $30,000 $9,000 $8,000 None $47,000

All of the services and related fees described in the table above were
pre-approved by the Audit Committee pursuant to its pre-approval policies and
procedures summarized below.

Non-Audit Services

For the fiscal years ended March 31, 2005 and March 31, 2004, Tait Weller did
not provide any non-audit services to the Funds (other than tax services), the
Funds' investment advisors or any entity controlling, controlled by or under
common control with an investment advisor.

Pre-approval Policies and Procedures

ADDITIONAL INFORMATION ABOUT THE FUNDS' SERVICE PROVIDERS

Investment Advisor

Boston Trust Investment Management, Inc. (the "Adviser"), One Beacon Street,
Boston, Massachusetts 02108, serves as the investment adviser for each Fund. The
Adviser is a wholly-owned subsidiary of Boston Trust & Investment Management
Company, a Massachusetts state chartered bank and trust company. Boston Trust &
Investment Management Company also serves as custodian for the Funds.

Distributor

Administrator

OTHER BUSINESS

OTHER INFORMATION

PROXY SOLICITATION

REQUIRED VOTE AND QUORUM

Approval of Proposal 1 requires the affirmative vote of a plurality of the
shares voting at the Meeting. Shareholders of all series of the Group vote
together on Proposal 1.

SHAREHOLDER VOTING

Shareholders of record at the close of business on January 27, 2006 (the "Record
Date") are entitled to notice of, and to vote at, the Meeting. The following
table sets forth the number of shares of each Fund outstanding as of the Record
Date:

FUND NUMBER OF SHARES
---- ----------------

Boston Balanced Fund 5,869,172
Boston Equity Fund 3,824,459
Walden Social Balanced Fund 2,602,817
Walden Social Equity Fund 4,025,009
Boston Trust Small Cap Fund 795,856

INFORMATION ABOUT CERTAIN SHAREHOLDERS

5% RECORD OWNERS AND ADDRESS SHARE BALANCE PERCENTAGE
---------------------------- ------------- ----------

Boston Balanced Fund

Boston Trust & Investment Management 5,561,867 94.76%
One Beacon Street
Boston, Massachusetts 02108

Boston Equity Fund

Boston Trust & Investment Management 3,824,459 100%
One Beacon Street
Boston, Massachusetts 02108

5% RECORD OWNERS AND ADDRESS SHARE BALANCE PERCENTAGE
---------------------------- ------------- ----------

Walden Social Balanced Fund

Boston Trust & Investment Management 1,619,303 62.21%
One Beacon Street
Boston, Massachusetts 02108

Fidelity Investments 938,271 36.05%
100 Magellan Way
Covington, Kentucky 41015

Walden Social Equity Fund

Boston Trust & Investment Management 1,267,691 31.49%
One Beacon Street
Boston, Massachusetts 02108

Fidelity Investments 2,209,993 54.91%
100 Magellan Way
Covington, Kentucky 41015

Wachovia Bank, N.A 286,801 7.12%
1525 West W.T. Harris, Blvd.
Charlotte, North Carolina 28288

Boston Trust Small Cap Fund

Boston Trust & Investment Management 795,856 100%
One Beacon Street
Boston, Massachusetts 02108

SHAREHOLDER PROPOSALS

PROMPT EXECUTION AND RETURN OF THE APPROPRIATE ENCLOSED PROXY IS REQUESTED. A
SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.

PROXY CARD

THE COVENTRY GROUP

BOSTON BALANCED FUND
(THE "FUND")

SPECIAL MEETING OF SHAREHOLDERS

FEBRUARY 21, 2006

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE COVENTRY GROUP. THE
BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR EACH NOMINEE.

PLEASE VOTE, DATE AND SIGN ON THE REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

WITHHOLD AUTHORITY TO
PROPOSAL 1: FOR ALL NOMINEES FOR INDICATED NOMINEE(S) VOTE FOR INDICATED NOMINEE(S)
- ----------- ---------------- ------------------------ -----------------------------

TO ELECT THE FOLLOWING FIVE NOMINEES TO THE [ ]
BOARD OF TRUSTEES:

1. James H. Woodward [ ] [ ]
2. Michael M. Van Buskirk [ ] [ ]
3. Maurice G. Stark or [ ] [ ]
4. Diane E. Armstrong [ ] [ ]
5. Walter B. Grimm [ ] [ ]

CONTROL NUMBER:
--------------------------------------

NUMBER OF SHARES HELD ON THE RECORD DATE:
------------

- ------------------------------------- ----------------------------------------
Shareholder sign here Co-Owner sign here

- ------------------------------------- ----------------------------------------
Print Name and Title (if applicable) Print Name and Title (if applicable)

PROXY CARD

THE COVENTRY GROUP

BOSTON EQUITY FUND
(THE "FUND")

SPECIAL MEETING OF SHAREHOLDERS

FEBRUARY 21, 2006

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE COVENTRY GROUP. THE
BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR EACH NOMINEE.

PLEASE VOTE, DATE AND SIGN ON THE REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

WITHHOLD AUTHORITY TO
PROPOSAL 1: FOR ALL NOMINEES FOR INDICATED NOMINEE(S) VOTE FOR INDICATED NOMINEE(S)
- ----------- ---------------- ------------------------ -----------------------------

TO ELECT THE FOLLOWING FIVE NOMINEES TO THE [ ]
BOARD OF TRUSTEES:

1. James H. Woodward [ ] [ ]
2. Michael M. Van Buskirk [ ] [ ]
3. Maurice G. Stark or [ ] [ ]
4. Diane E. Armstrong [ ] [ ]
5. Walter B. Grimm [ ] [ ]

CONTROL NUMBER:
--------------------------------------

NUMBER OF SHARES HELD ON THE RECORD DATE:
------------

- ------------------------------------- ----------------------------------------
Shareholder sign here Co-Owner sign here

- ------------------------------------- ----------------------------------------
Print Name and Title (if applicable) Print Name and Title (if applicable)

PROXY CARD

THE COVENTRY GROUP

WALDEN SOCIAL BALANCED FUND
(THE "FUND")

SPECIAL MEETING OF SHAREHOLDERS

FEBRUARY 21, 2006

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE COVENTRY GROUP. THE
BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR EACH NOMINEE.

PLEASE VOTE, DATE AND SIGN ON THE REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

WITHHOLD AUTHORITY TO
PROPOSAL 1: FOR ALL NOMINEES FOR INDICATED NOMINEE(S) VOTE FOR INDICATED NOMINEE(S)
- ----------- ---------------- ------------------------ -----------------------------

TO ELECT THE FOLLOWING FIVE NOMINEES TO THE [ ]
BOARD OF TRUSTEES:

1. James H. Woodward [ ] [ ]
2. Michael M. Van Buskirk [ ] [ ]
3. Maurice G. Stark Or [ ] [ ]
4. Diane E. Armstrong [ ] [ ]
5. Walter B. Grimm [ ] [ ]

CONTROL NUMBER:
--------------------------------------

NUMBER OF SHARES HELD ON THE RECORD DATE:
------------

- ------------------------------------- ----------------------------------------
Shareholder sign here Co-Owner sign here

- ------------------------------------- ---------------------------------------
Print Name and Title (if applicable) Print Name and Title (if applicable)

PROXY CARD

THE COVENTRY GROUP

WALDEN SOCIAL EQUITY FUND
(THE "FUND")

SPECIAL MEETING OF SHAREHOLDERS

FEBRUARY 21, 2006

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE COVENTRY GROUP. THE
BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR EACH NOMINEE.

PLEASE VOTE, DATE AND SIGN ON THE REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

WITHHOLD AUTHORITY TO
PROPOSAL 1: FOR ALL NOMINEES FOR INDICATED NOMINEE(S) VOTE FOR INDICATED NOMINEE(S)
- ----------- ---------------- ------------------------ -----------------------------

TO ELECT THE FOLLOWING FIVE NOMINEES TO THE [ ]
BOARD OF TRUSTEES:

1. James H. Woodward [ ] [ ]
2. Michael M. Van Buskirk [ ] [ ]
3. Maurice G. Stark or [ ] [ ]
4. Diane E. Armstrong [ ] [ ]
5. Walter B. Grimm [ ] [ ]

CONTROL NUMBER:
--------------------------------------

NUMBER OF SHARES HELD ON THE RECORD DATE:
------------

- ------------------------------------- ----------------------------------------
Shareholder sign here Co-Owner sign here

- ------------------------------------- ----------------------------------------
Print Name and Title (if applicable) Print Name and Title (if applicable)

PROXY CARD

THE COVENTRY GROUP

BOSTON TRUST SMALL CAP FUND
(THE "FUND")

SPECIAL MEETING OF SHAREHOLDERS

FEBRUARY 21, 2006

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE COVENTRY GROUP. THE
BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR EACH NOMINEE.

PLEASE VOTE, DATE AND SIGN ON THE REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

WITHHOLD AUTHORITY TO
PROPOSAL 1: FOR ALL NOMINEES FOR INDICATED NOMINEE(S) VOTE FOR INDICATED NOMINEE(S)
- ----------- ---------------- ------------------------ -----------------------------

TO ELECT THE FOLLOWING FIVE NOMINEES TO THE [ ]
BOARD OF TRUSTEES:

1. James H. Woodward [ ] [ ]
2. Michael M. Van Buskirk [ ] [ ]
3. Maurice G. Stark or [ ] [ ]
4. Diane E. Armstrong [ ] [ ]
5. Walter B. Grimm [ ] [ ]

CONTROL NUMBER:
--------------------------------------

NUMBER OF SHARES HELD ON THE RECORD DATE:
------------

- ------------------------------------- ----------------------------------------
Shareholder sign here Co-Owner sign here

- ------------------------------------- ----------------------------------------
Print Name and Title (if applicable) Print Name and Title (if applicable)

THE COVENTRY GROUP
3435 STELZER ROAD
COLUMBUS, OHIO 43219-3035

February 8, 2006

Dear Investor:

The purpose of this meeting is to elect five nominees to the Board of Trustees.

The Trustees have unanimously approved the proposal to elect the nominees and
now recommend that you vote "FOR" the proposal.

What you need to do:

- - Read all enclosed materials.

- - Choose one of the following options to vote:

1. By Mail: Complete the enclosed proxy card applicable to you and return
it in the postage-paid envelope provided.

2. Attend the shareholder meeting (details enclosed).

The Trustees believe that the proposal is important and recommend that you read
the enclosed materials carefully and then vote "FOR" the proposal.

Respectfully,

- -------------------------------------
R. Jeffrey Young
President
The Coventry Group

SHAREHOLDERS ARE URGED TO VOTE BY COMPLETING AND RETURNING THE APPLICABLE PROXY
CARD, OR BY ATTENDING THE MEETING. YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE
OF YOUR INVESTMENT.

THE COVENTRY GROUP

3435 STELZER ROAD
COLUMBUS, OHIO 43219

SIGNAL LARGE CAP GROWTH FUND
SIGNAL TAX-EXEMPT INCOME FUND
SIGNAL INCOME FUND
SIGNAL MONEY MARKET FUND
SIGNAL TAX-EXEMPT MONEY MARKET FUND
(EACH A "FUND" AND COLLECTIVELY, THE "FUNDS")

----------

NOTICE

----------

SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 21, 2006

To the shareholders of The Coventry Group:

1. To elect five nominees to the Board of Trustees; and

2. To transact any other business that may properly come before the
Meeting.

AFTER CAREFUL CONSIDERATION, THE TRUSTEES OF THE GROUP UNANIMOUSLY APPROVED THE
PROPOSALS AND RECOMMEND THAT YOU VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES
PRESENTED.

By Order of the Board of Trustees

Sincerely,

- -------------------------------------
R. Jeffrey Young
President

February 8, 2006

THE COVENTRY GROUP

3435 STELZER ROAD
COLUMBUS, OHIO 43219

SIGNAL LARGE CAP GROWTH FUND
SIGNAL TAX-EXEMPT INCOME FUND
SIGNAL INCOME FUND
SIGNAL MONEY MARKET FUND
SIGNAL TAX-EXEMPT MONEY MARKET FUND
(EACH A "FUND" AND COLLECTIVELY, THE "FUNDS")

----------

PROXY STATEMENT

----------

SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 21, 2006

It is anticipated that the mailing of proxies and proxy statements to
shareholders will begin on or about February 8, 2006.

SHAREHOLDER REPORTS

The most recent annual report of the Funds, including financial statements, for
the fiscal year ended March 31, 2005, and the most recent semi-annual report of
the Funds for the semi-annual period ended September 30, 2005, have been mailed
previously to shareholders. If you would like to receive additional copies of
these reports free of charge, please contact the Funds at the address above or
call 1-888-426-9709. Requested reports will be sent by first class mail within
three business days of the receipt of the request.

----------

PROPOSAL 1

ELECTION OF TRUSTEES

----------

NOMINEES

NUMBER OF
FUNDS IN
POSITION(S) TERM OF OFFICE & PRINCIPAL OCCUPATION(S) FUND COMPLEX
WITH THE LENGTH OF TIME DURING OVERSEEN BY OTHER TRUSTEESHIPS
NAME AND AGE GROUP SERVED PAST 5 YEARS TRUSTEE HELD BY TRUSTEE
------------ ----------- ---------------- ------------------------- ------------ --------------------

INDEPENDENT NOMINEES

DIANE E. ARMSTRONG* Trustee Indefinite; Principal of King, Dodson 18 The Variable
AGE: 41 11/04 to present Armstrong Financial Insurance Funds
Advisors, Inc. -
8/03 to present;
Director of Financial
Planning, Hamilton
Capital Management -
4/00 to 8/03

MICHAEL M. VAN BUSKIRK* Trustee and Indefinite; Chief Executive Officer, 18 The Variable
AGE: 58 Chairman of 1/92 to present The Ohio Insurance Funds
the Board Bankers Association.
(industry trade
association) -
5/91 to present

MAURICE G. STARK* Trustee Indefinite; Consultant, (part time) 18 The Variable
AGE: 70 1/92 to present Battelle Memorial Insurance Funds
Institute - 1/95 to
present

JAMES H. WOODWARD None Indefinite Retired. Formerly, 18 The Variable
Age: 66 Chancellor, University of Insurance Funds
North Carolina at
Charlotte -
7/89 to 6/05

INTERESTED NOMINEE

WALTER B. GRIMM(1)* Trustee Indefinite; Retired. Formerly, 18 American Performance
AGE: 60 4/96 to present Employee of BISYS Fund Funds; Legacy Funds
Services - 6/92 to 9/05 Group; Performance
Funds Trust; The
Variable Insurance
Funds

EXECUTIVE OFFICERS

TERM OF OFFICE AND
POSITION(S) HELD LENGTH OF TIME
NAME AND AGE WITH THE GROUP SERVED PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
------------ ------------------- ------------------ -------------------------------------------

R. JEFFREY YOUNG President Indefinite; Employee of BISYS Fund Services
AGE: 41 11/03 to present (10/93 to present).

CHRIS SABATO Treasurer Indefinite; Employee of BISYS Fund Services
AGE: 37 10/04 to present (2/93 to present).

TIMOTHY BRESNAHAN Secretary Indefinite; Employee of BISYS Fund Services;
AGE: 36 5/05 to present (2/05 to present); Associate of the
law firm of Greenberg Traurig, P.A.
(3/04 to 2/05); employee of Deutsche
Bank Asset Management, Inc. (10/03 to
3/04); Associate of the law firm of
Goodwin Proctor, LLP (9/01 to 2/03).

ALAINA METZ Assistant Secretary Indefinite; Employee of BISYS Fund Services
AGE: 37 8/95 to present (6/95 to present).

GEORGE L. STEVENS Chief Compliance Indefinite; Employee of BISYS Fund Services
AGE: 54 Officer 11/04 to present (9/96 to present).

BOARD OF TRUSTEES AND BOARD COMMITTEES

Valuation Committee

Audit Committee

Nominating Committee

Group. The Nominating Committee met once during the last fiscal year. No nominee
recommendations have been received by the Committee from shareholders.

SHARE OWNERSHIP

As of January 27, 2006, the Nominees and officers of the Group owned
individually and collectively as a group less than 1% of the outstanding shares
of any Fund.

INDEPENDENT TRUSTEE NOMINEES
James H. Woodward None None
Michael M. Van Buskirk None None
Maurice G. Stark None $10,000 - $50,000
Diane E. Armstrong None None

INTERESTED TRUSTEE NOMINEE
Walter B. Grimm None None

REMUNERATION OF TRUSTEES

AGGREGATE COMPENSATION TOTAL COMPENSATION FROM FUND
NAME OF PERSON FROM THE FUNDS COMPLEX PAID TO TRUSTEES
- -------------- ---------------------- ----------------------------

Diane E. Armstrong $1,184 $ 4,000*
Michael M. Van Buskirk $3,828 $14,500
Maurice G. Stark $3,828 $14,500
Walter B. Grimm $ 0 $ 0

* Ms. Armstrong was elected as a Trustee as of November 18, 2004.

COMMUNICATIONS WITH THE BOARD

THE TRUSTEES UNANIMOUSLY RECOMMEND A VOTE "FOR" THE ELECTION OF EACH OF THE
NOMINEES.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Fees

The following table sets forth the aggregate fees billed for professional
services rendered by PwC to the Funds during the two most recent fiscal years:

AUDIT-RELATED
FISCAL YEAR ENDED AUDIT FEES FEES TAX FEES ALL OTHER FEES TOTALS
- ----------------- ---------- ------------- -------- -------------- -------

March 31, 2005 $37,500 None $9,000 None $46,500
March 31, 2004 $34,000 None $8,000 None $42,000

All of the services and related fees described in the table above were
pre-approved by the Audit Committee pursuant to its pre-approval policies and
procedures summarized below.

Non-Audit Services

Pre-approval Policies and Procedures

ADDITIONAL INFORMATION ABOUT THE FUNDS' SERVICE PROVIDERS

Investment Advisor

Signal Capital Management, Inc. (the "Advisor"), One Main Street, Evansville,
Indiana 47708, serves as the investment advisor for each Fund. The Advisor is a
wholly-owned subsidiary of American National Trust & Investment Company, which
is a subsidiary of Old National Bancorp, a publicly-held bank holding company
headquartered in Evansville, Indiana.

Distributor

Administrator

OTHER BUSINESS

OTHER INFORMATION

PROXY SOLICITATION

REQUIRED VOTE AND QUORUM

Approval of Proposal 1 requires the affirmative vote of a plurality of the
shares voting at the Meeting. Shareholders of all series of the Group vote
together on Proposal 1.

SHAREHOLDER VOTING

FUND NUMBER OF SHARES
---- ----------------

Signal Large Cap Growth Fund 3,677,700
Signal Tax-Exempt Income Fund 2,222,860
Signal Income Fund 9,995,285
Signal Money Market Fund 87,961,049
Signal Tax-Exempt Money Market Fund 1

INFORMATION ABOUT CERTAIN SHAREHOLDERS

5% RECORD OWNERS AND ADDRESS SHARE BALANCE PERCENTAGE
---------------------------- ------------- ----------

Signal Large Cap Growth Fund
Class A Shares:

Pershing LLC 62,178 94.64%
One Pershing Plaza
Jersey City, New Jersey 07399

Class I Shares:

OL Trust & Co. 3,578,356 99.07%
P.O. Box 966
Evansville, Indiana 47706-0966

Signal Tax-Exempt Income Fund
Class A Shares:

Pershing LLC 17,346 100.00%
One Pershing Plaza
Jersey City, New Jersey 07399

Class I Shares:

OL Trust & Co. 2,192,431 99.41%
P.O. Box 966
Evansville, Indiana 47706-0966

Signal Income Fund
Class A Shares:

Pershing LLC 36,763 99.70%
One Pershing Plaza
Jersey City, New Jersey 07399

Class I Shares:

OL Trust & Co. 9,923,247 99.65%
P.O. Box 966
Evansville, Indiana 47706-0966

Signal Money Market Fund
Class I Shares:

OL Trust & Co. 87,955,796 99.99%
P.O. Box 966
Evansville, Indiana 47706-0966

SHAREHOLDER PROPOSALS

PROMPT EXECUTION AND RETURN OF THE APPROPRIATE ENCLOSED PROXY IS REQUESTED. A
SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.

PROXY CARD

THE COVENTRY GROUP

SIGNAL LARGE CAP GROWTH FUND
(THE "FUND")

SPECIAL MEETING OF SHAREHOLDERS

FEBRUARY 21, 2006

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE COVENTRY GROUP. THE
BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR EACH NOMINEE.

PLEASE VOTE, DATE AND SIGN ON THE REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

WITHHOLD
AUTHORITY TO VOTE
FOR INDICATED FOR INDICATED
PROPOSAL 1: FOR ALL NOMINEES NOMINEE(S) NOMINEE(S)
- ----------- ---------------- ------------- -----------------

TO ELECT THE FOLLOWING FIVE NOMINEES
TO THE BOARD OF TRUSTEES: [ ]
1. James H. Woodward [ ] [ ]
2. Michael M. Van Buskirk [ ] [ ]
3. Maurice G. Stark or [ ] [ ]
4. Diane E. Armstrong [ ] [ ]
5. Walter B. Grimm [ ] [ ]

CONTROL NUMBER: _____

NUMBER OF SHARES HELD ON THE RECORD DATE: _____

- ------------------------------------- ----------------------------------------
Shareholder sign here Co-Owner sign here

- ------------------------------------- ----------------------------------------
Print Name and Title (if applicable) Print Name and Title (if applicable)

PROXY CARD

THE COVENTRY GROUP

SIGNAL TAX-EXEMPT INCOME FUND
(THE "FUND")

SPECIAL MEETING OF SHAREHOLDERS

FEBRUARY 21, 2006

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE COVENTRY GROUP. THE
BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR EACH NOMINEE.

PLEASE VOTE, DATE AND SIGN ON THE REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

WITHHOLD
AUTHORITY TO VOTE
FOR INDICATED FOR INDICATED
PROPOSAL 1: FOR ALL NOMINEES NOMINEE(S) NOMINEE(S)
- ----------- ---------------- ------------- -----------------

CONTROL NUMBER: _____

NUMBER OF SHARES HELD ON THE RECORD DATE: _____

- ------------------------------------- ----------------------------------------
Shareholder sign here Co-Owner sign here

- ------------------------------------- ----------------------------------------
Print Name and Title (if applicable) Print Name and Title (if applicable)

PROXY CARD

THE COVENTRY GROUP

SIGNAL INCOME FUND
(THE "FUND")

SPECIAL MEETING OF SHAREHOLDERS

FEBRUARY 21, 2006

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE COVENTRY GROUP. THE
BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR EACH NOMINEE.

PLEASE VOTE, DATE AND SIGN ON THE REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

WITHHOLD
AUTHORITY TO VOTE
FOR INDICATED FOR INDICATED
PROPOSAL 1: FOR ALL NOMINEES NOMINEE(S) NOMINEE(S)
- ----------- ---------------- ------------- -----------------

CONTROL NUMBER: _____

NUMBER OF SHARES HELD ON THE RECORD DATE: _____

- ------------------------------------- ----------------------------------------
Shareholder sign here Co-Owner sign here

- ------------------------------------- ----------------------------------------
Print Name and Title (if applicable) Print Name and Title (if applicable)

PROXY CARD

THE COVENTRY GROUP

SIGNAL MONEY MARKET FUND
(THE "FUND")

SPECIAL MEETING OF SHAREHOLDERS

FEBRUARY 21, 2006

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE COVENTRY GROUP. THE
BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR EACH NOMINEE.

PLEASE VOTE, DATE AND SIGN ON THE REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

WITHHOLD
AUTHORITY TO VOTE
FOR INDICATED FOR INDICATED
PROPOSAL 1: FOR ALL NOMINEES NOMINEE(S) NOMINEE(S)
- ----------- ---------------- ------------- -----------------

CONTROL NUMBER: _____

NUMBER OF SHARES HELD ON THE RECORD DATE: _____

- ------------------------------------- ----------------------------------------
Shareholder sign here Co-Owner sign here

- ------------------------------------- ----------------------------------------
Print Name and Title (if applicable) Print Name and Title (if applicable)

PROXY CARD

THE COVENTRY GROUP

SIGNAL TAX-EXEMPT MONEY MARKET FUND
(THE "FUND")

SPECIAL MEETING OF SHAREHOLDERS

FEBRUARY 21, 2006

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE COVENTRY GROUP. THE
BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR EACH NOMINEE.

PLEASE VOTE, DATE AND SIGN ON THE REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

WITHHOLD
AUTHORITY TO VOTE
FOR INDICATED FOR INDICATED
PROPOSAL 1: FOR ALL NOMINEES NOMINEE(S) NOMINEE(S)
- ----------- ---------------- ------------- -----------------

CONTROL NUMBER: _____

NUMBER OF SHARES HELD ON THE RECORD DATE: _____

- ------------------------------------- ----------------------------------------
Shareholder sign here Co-Owner sign here

- ------------------------------------- ----------------------------------------
Print Name and Title (if applicable) Print Name and Title (if applicable)

THE COVENTRY GROUP
3435 STELZER ROAD
COLUMBUS, OHIO 43219-3035

February 8, 2006

Dear Investor:

The purpose of this meeting is to elect five nominees to the Board of Trustees.

The Trustees have unanimously approved the proposal to elect the nominees and
now recommend that you vote "FOR" the proposal.

What you need to do:

- - Read all enclosed materials.

- - Choose one of the following options to vote:

1. By Mail: Complete the enclosed proxy card applicable to you and return
it in the postage-paid envelope provided.

2. Attend the shareholder meeting (details enclosed).

The Trustees believe that the proposal is important and recommend that you read
the enclosed materials carefully and then vote "FOR" the proposal.

Respectfully,

- -------------------------------------
R. Jeffrey Young
President
The Coventry Group

SHAREHOLDERS ARE URGED TO VOTE BY COMPLETING AND RETURNING THE APPLICABLE PROXY
CARD, OR BY ATTENDING THE MEETING. YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE
OF YOUR INVESTMENT.

THE COVENTRY GROUP

3435 STELZER ROAD
COLUMBUS, OHIO 43219

PATHMASTER DOMESTIC EQUITY FUND
(THE "FUND")

----------

NOTICE

----------

SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 21, 2006

To the shareholders of The Coventry Group:

Notice is hereby given that the Board of Trustees of The Coventry Group (the
"Group") has called a special meeting of shareholders for each of the series of
the Group, including the Fund, to be held at 11:00 a.m., Eastern Time, on
February 21, 2006, at the offices of BISYS Fund Services Ohio, Inc., 100 Summer
Street, Suite 1500, Boston, Massachusetts 02110, or as may be adjourned from
time to time (the "Meeting"). The purpose of the Meeting is to ask shareholders
to consider the following proposals:

1. To elect five nominees to the Board of Trustees; and

2. To transact any other business that may properly come before the
Meeting.

AFTER CAREFUL CONSIDERATION, THE TRUSTEES OF THE GROUP UNANIMOUSLY APPROVED THE
PROPOSALS AND RECOMMEND THAT YOU VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES
PRESENTED.

By Order of the Board of Trustees

Sincerely,

- -------------------------------------
R. Jeffrey Young
President

February 8, 2006

THE COVENTRY GROUP

3435 STELZER ROAD
COLUMBUS, OHIO 43219

PATHMASTER DOMESTIC EQUITY FUND
(THE "FUND")

----------

PROXY STATEMENT

----------

SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 21, 2006

This Proxy Statement and the enclosed form of proxy are being furnished in
connection with the solicitation of proxies by the Board of Trustees (the
"Board") of The Coventry Group (the "Group") for use at a special meeting of
shareholders of each of the series of the Group, including the Fund, to be held
at 11:00 a.m., Eastern Time, on February 21, 2006, at the offices of BISYS Fund
Services Ohio, Inc., 100 Summer Street, Suite 1500, Boston, Massachusetts 02110,
or as adjourned from time to time (the "Meeting"). The Board is soliciting
proxies from shareholders with respect to the proposals set forth in the
accompanying notice.

It is anticipated that the mailing of proxies and proxy statements to
shareholders will begin on or about February 8, 2006.

SHAREHOLDER REPORTS

Because the Fund only commenced operations as of December 1, 2005, the Fund has
not yet produced any shareholder reports. Shareholder reports for the Fund will
first be available in connection with the Fund's fiscal year ending March 31,
2006. If you would like to receive any information about the Fund or its
shareholders reports, please contact the Fund at the address above or call
1-877-942-8434. Requested reports, when they become available, will be sent by
first class mail within three business days of the receipt of the request.

----------

PROPOSAL 1

ELECTION OF TRUSTEES

----------

trustees meetings and otherwise integrate their operations to the maximum extent
possible consistent with maintaining separate legal identities.

NOMINEES

NUMBER OF
FUNDS IN
TERM OF OFFICE & FUND COMPLEX
POSITION(S) LENGTH OF TIME PRINCIPAL OCCUPATION(S) OVERSEEN BY OTHER TRUSTEESHIPS
NAME AND AGE WITH THE GROUP SERVED DURING PAST 5 YEARS TRUSTEE HELD BY TRUSTEE
------------ -------------- ---------------- ------------------------- ------------ --------------------

INDEPENDENT NOMINEES

MAURICE G. STARK* Trustee Indefinite; Consultant, (part time) 18 The Variable
AGE: 70 1/92 to present Battelle Memorial Insurance Funds
Institute - 1/95 to
present

JAMES H. WOODWARD None Indefinite Retired. Formerly, 18 The Variable
AGE: 66 Chancellor, University of Insurance Funds
North Carolina at
Charlotte -
7/89 to 6/05

INTERESTED NOMINEE

WALTER B. GRIMM(1)* Trustee Indefinite; Retired. Formerly, 18 American Performance
AGE: 60 4/96 to present Employee of BISYS Fund Funds;
Services - 6/92 to 9/05 Legacy Funds Group;
Performance Funds
Trust; The Variable
Insurance Funds

(1) Mr. Grimm may be deemed to be an "interested person," as defined in the
Investment Company Act, of the Group due to his previous employment with
BISYS Fund Services, the Fund's distributor, within the past two fiscal
years of the Group.

EXECUTIVE OFFICERS

Officers of the Group are appointed by the Board to oversee the day-to-day
activities of the Fund. Information about the executive officers of the Group,
including their principal occupations during the past five years, is set forth
below. Each of these officers are also officers and/or employees of BISYS Fund
Services, the administrator to the Fund. The address of each executive officer
of the Group is 3435 Stelzer Road, Columbus, Ohio 43219.

POSITION(S) HELD TERM OF OFFICE AND PRINCIPAL OCCUPATION(S)
NAME AND AGE WITH THE GROUP LENGTH OF TIME SERVED DURING PAST 5 YEARS
------------ ---------------- --------------------- -------------------------------

R. JEFFREY YOUNG President Indefinite; Employee of BISYS Fund Services
Age: 41 11/03 to present (10/93 to present).

POSITION(S) HELD TERM OF OFFICE AND PRINCIPAL OCCUPATION(S) DURING PAST 5
NAME AND AGE WITH THE GROUP LENGTH OF TIME SERVED YEARS
------------ ------------------- --------------------- -----------------------------------------

CHRIS SABATO Treasurer Indefinite; Employee of BISYS Fund Services
AGE: 37 10/04 to present (2/93 to present).

TIMOTHY BRESNAHAN Secretary Indefinite; Employee of BISYS Fund Services; (2/05 to
AGE: 36 5/05 to present present); Associate of the law firm of
Greenberg Traurig, P.A. (3/04 to 2/05);
employee of Deutsche Bank Asset
Management, Inc. (10/03 to 3/04);
Associate of the law firm of Goodwin
Proctor, LLP (9/01 to 2/03).

ALAINA METZ Assistant Secretary Indefinite; Employee of BISYS Fund Services
AGE: 37 8/95 to present (6/95 to present).

GEORGE L. STEVENS Chief Compliance Indefinite; Employee of BISYS Fund Services
AGE: 54 Officer 11/04 to present (9/96 to present).

BOARD OF TRUSTEES AND BOARD COMMITTEES

Valuation Committee

Audit Committee

Nominating Committee

The Board's Nominating Committee recommends nominations for membership on the
Board. It evaluates candidates' qualifications for Board membership and, with
respect to nominees for positions as Independent Trustees, their independence
from the Fund's investment advisors and other principal service providers. The
Committee meets as necessary to identify and evaluate nominees for Trustee and
to make its recommendations to the Board. The Nominating Committee is composed
of all Independent Trustees of the

Group. The Nominating Committee met once during the last fiscal year. No nominee
recommendations have been received by the Committee from shareholders.

SHARE OWNERSHIP

As of January 27, 2006, the Nominees and officers of the Group owned
individually and collectively as a group less than 1% of the outstanding shares
of the Fund.

AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN
ALL REGISTERED INVESTMENT COMPANIES OVERSEEN
DOLLAR RANGE OF EQUITY BY TRUSTEE WITHIN THE FAMILY OF INVESTMENT
SECURITIES IN THE FUND COMPANIES
---------------------- ----------------------------------------------

INDEPENDENT TRUSTEE NOMINEES
James H. Woodward None None
Michael M. Van Buskirk None None
Maurice G. Stark None $10,000 - $50,000
Diane E. Armstrong None None

INTERESTED TRUSTEE NOMINEE
Walter B. Grimm None None

REMUNERATION OF TRUSTEES

AGGREGATE COMPENSATION FROM TOTAL COMPENSATION FROM FUND COMPLEX PAID TO
NAME OF PERSON THE FUND* TRUSTEES
- -------------- --------------------------- --------------------------------------------

Diane E. Armstrong $0 $ 4,000**
Michael M. Van Buskirk $0 $14,500
Maurice G. Stark $0 $14,500
Walter B. Grimm $0 $ 0

* The Fund commenced operations as of December 1, 2005 and therefore did not
incur Trustee-related fees during the period indicated.

** Ms. Armstrong was elected as a Trustee as of November 18, 2004.

COMMUNICATIONS WITH THE BOARD

THE TRUSTEES UNANIMOUSLY RECOMMEND A VOTE "FOR" THE ELECTION OF EACH OF THE
NOMINEES.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The firm of Ernst & Young LLP ("E&Y") 41 South High Street, Columbus, Ohio
43215, serves as the independent registered public accounting firm for the Fund.
E&Y's services to the Fund include auditing the Fund's financial statements and
advising the Fund as to certain accounting and tax matters.

Fees

Because the Fund only commenced operations as of December 1, 2005, E&Y has not
yet provided any audit services to the Fund., and therefore, as indicated below,
E&Y did not received any fees from the Fund during the two most recent fiscal
years of the Group.

AUDIT-RELATED
FISCAL YEAR ENDED AUDIT FEES FEES TAX FEES ALL OTHER FEES TOTALS
- ----------------- ---------- ------------- -------- --------------- ------

March 31, 2005 n/a n/a n/a n/a n/a

March 31, 2004 n/a n/a n/a n/a n/a

Pre-approval Policies and Procedures

The Audit Committee has adopted pre-approval policies and procedures relating to
services provided by the Fund's independent auditors. In addition to
pre-approving any services to be provided by the independent auditors to the
Fund, the Audit Committee considers and approves any non-audit services to be
provided to any of the Fund's Service Affiliates by the independent auditors and
the fees to be charged for such non-audit services. Pre-approval considerations
include whether the proposed services are compatible with maintaining the audit
firm's independence. The Chairman of the Audit Committee has been given certain
limited authority to pre-approve certain permissible non-audit services subject
to the applicable circumstances and applicable amount of fees and nature of the
services involved.

ADDITIONAL INFORMATION ABOUT THE FUND'S SERVICE PROVIDERS

Investment Adviser

Wayne Hummer Asset Management Company (the "Adviser"), 300 South Wacker Drive,
Chicago, Illinois, 60606, serves as the investment adviser for the Fund. The
Adviser is a wholly-owned subsidiary of Wintrust Financial Corporation, a
publicly traded financial services holding company.

Distributor

BISYS Fund Services, L.P. ("BISYS"), 3435 Stelzer Road, Columbus, Ohio 43219,
serves as the distributor to the Group. As a distributor, BISYS acts as agent
for the Fund in the distribution of its shares. BISYS serves as distributor
without remuneration from the Fund.

Administrator

BISYS Fund Services Ohio, Inc., 3435 Stelzer Road, Columbus, Ohio 43219, serves
as general manager and administrator to the Group and to the Fund and provides
certain other services, including fund accounting and transfer agency services.

OTHER BUSINESS

OTHER INFORMATION

PROXY SOLICITATION

The costs of the Meeting, including the solicitation of proxies, will be paid by
the Fund. The principal solicitation will be by mail, but proxies also may be
solicited by telephone, telegraph, or personal contact by officers or agents of
the Group. The Group will forward to record owners proxy materials for any
beneficial owners that such record owners may represent.

REQUIRED VOTE AND QUORUM

Approval of Proposal 1 requires the affirmative vote of a plurality of the
shares voting at the Meeting. Shareholders of all series of the Group vote
together on Proposal 1.

SHAREHOLDER VOTING

FUND NUMBER OF SHARES
- ---- ----------------

PathMaster Domestic Equity Fund 270,682

INFORMATION ABOUT CERTAIN SHAREHOLDERS

The following table sets forth the persons known by the Group to own
beneficially or of record five percent (5%) or more of the outstanding shares of
each class of shares of the Fund, as determined in accordance with Rule 13d-3
under the Securities Exchange Act of 1934. To the extent that a shareholder
beneficially owns or holds with power to vote more than 25% of the Fund's
outstanding shares, such shareholder may be deemed to be able to control the
outcome of any matter submitted to a vote of the Fund's shareholders.

5% RECORD OWNERS AND ADDRESS SHARE BALANCE PERCENTAGE
- ---------------------------- ------------- ----------

PathMaster Domestic Equity Fund
Class A Shares:
First Clearing LLC 7,835 100%
10750 Wheat First Drive
Glen Allen, Virginia 23060

Class C Shares:
First Clearing LLC 11,485 100%
10750 Wheat First Drive
Glen Allen, Virginia 23060

Class I Shares
Wintrust Financial Corporation 251,262 99.96%
727 North Bank Lane
Lake Forest, Illinois 60045

SHAREHOLDER PROPOSALS

PROMPT EXECUTION AND RETURN OF THE APPROPRIATE ENCLOSED PROXY IS REQUESTED. A
SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.

PROXY CARD

THE COVENTRY GROUP

PATHMASTER DOMESTIC EQUITY FUND
(THE "FUND")

SPECIAL MEETING OF SHAREHOLDERS

FEBRUARY 21, 2006

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE COVENTRY GROUP. THE
BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR EACH NOMINEE.

PLEASE VOTE, DATE AND SIGN ON THE REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

WITHHOLD
AUTHORITY
FOR TO VOTE FOR
FOR ALL INDICATED INDICATED
PROPOSAL 1: NOMINEES NOMINEE(S) NOMINEE(S)
- ----------- -------- ---------- -----------

CONTROL NUMBER:

NUMBER OF SHARES HELD ON THE RECORD DATE:

- ------------------------------------- -------------------------------------
Shareholder sign here Co-Owner sign here

- ------------------------------------- -------------------------------------
Print Name and Title (if applicable) Print Name and Title (if applicable)