EXHIBIT NO. 6(i) ON FORM N-1A
EXHIBIT NO. 1 UNDER ITEM 601 REG S/K
MARKETVEST FUNDS
DISTRIBUTOR'S CONTRACT
AGREEMENT made this 1st day of January, 1996 by and between
Marketvest Funds (the "Trust"), a Massachusetts business trust, and
EDGEWOOD SERVICES, INC. (`ESI"), a Pennsylvania corporation.
In consideration of the mutual covenants hereinafter contained, it
is hereby agreed by and between the parties hereto as follows:
1. The Trust hereby appoints ESI as its agent to sell and distribute
shares of the Trust which may be offered in one or more series (the
"Funds") consisting of one or more classes (the "Classes") of shares
(the "Shares"), as described and set forth on one or more exhibits
to this Agreement, at the current offering price thereof as
described and set forth in the current Prospectuses of the Trust.
ESI hereby accepts such appointment and agrees to provide such other
services for the Trust, if any, and accept such compensation from
the Trust, if any, as set forth in the applicable exhibits to this
Agreement.
2. The sale of any Shares may be suspended without prior notice
whenever in the judgment of the Trust it is in its best interest to
do so.
3. Neither ESI nor any other person is authorized by the Trust to give
any information or to make any representation relative to any Shares
other than those contained in the Registration Statement,
Prospectuses, or Statements of Additional Information ("SAIs") filed
with the Securities and Exchange Commission, as the same may be
amended from time to time, or in any supplemental information to
said Prospectuses or SAIs approved by the Trust. ESI agrees that any
other information or representations other than those specified
above which it or any dealer or other person who purchases Shares
through ESI may make in connection with the offer or sale of Shares,
shall be made entirely without liability on the part of the Trust.
ESI agrees that in offering or selling Shares as agent of the Trust,
it will, in all respects, duly conform to all applicable state and
federal laws and the rules and regulations of the National
Association of Securities Dealers, Inc., including its Rules of Fair
Practice. ESI will submit to the Trust copies of all sales
literature before using the same and will not use such sales
literature if disapproved by the Trust.
4. This Agreement is effective with respect to each Class as of the
date of execution of the applicable exhibit and shall continue in
effect with respect to each Class presently set forth on an exhibit
and any subsequent Classes added pursuant to an exhibit during the
initial term of this Agreement for one year from the date set forth
above, and thereafter for successive periods of one year if such
continuance is approved at least annually by the Trustees of the
Trust including a majority of the members of the Board of Trustees
of the Trust who are not interested persons of the Trust and have no
direct or indirect financial interest in the operation of any
Distribution Plan relating to the Trust or in any related documents
to such Plan ("Disinterested Trustees") cast in person at a meeting
called for that purpose. If a Class is added after the first annual
approval by the Trustees as described above, this Agreement will be
effective as to that Class upon execution of the applicable exhibit
and will continue in effect until the next annual approval of this
Agreement by the Trustees and thereafter for successive periods of
one year, subject to approval as described above.
5. This Agreement may be terminated with regard to a particular Fund or
Class at any time, without the payment of any penalty, by the vote
of a majority of the Disinterested Trustees or by a majority of the
outstanding voting securities of the particular Fund or Class on not
more than sixty (60) days' written notice to any other party to this
Agreement. This Agreement may be terminated with regard to a
particular Fund or Class by ESI on sixty (60) days' written notice
to the Trust.
6. This Agreement may not be assigned by ESI and shall automatically
terminate in the event of an assignment by ESI as defined in the
Investment Company Act of 1940, as amended, provided, however, that
ESI may at its sole expense employ such other person, persons,
corporation or corporations as it shall determine in order to assist
it in carrying out its duties under this Agreement.
7. ESI shall not be liable to the Trust for anything done or omitted by
it, except acts or omissions involving willful misfeasance, bad
faith, gross negligence, or reckless disregard of the duties imposed
by this Agreement.
8. This Agreement may be amended at any time by mutual agreement in
writing of all the parties hereto, provided that such amendment is
approved by the Trustees of the Trust including a majority of the
Disinterested Trustees of the Trust cast in person at a meeting
called for that purpose.
9. This Agreement shall be construed in accordance with and governed by
the laws of the Commonwealth of Pennsylvania.
10. (a) Subject to the conditions set forth below, the Trust agrees to
indemnify and hold harmless ESI and each person, if any, who
controls ESI within the meaning of Section 15 of the Securities
Act of 1933 and Section 20 of the Securities Act of 1934, as
amended, against any and all loss, liability, claim, damage and
expense whatsoever (including but not limited to any and all
expenses whatsoever reasonably incurred in investigating,
preparing or defending against any litigation, commenced or
threatened, or any claim whatsoever) arising out of or based
upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, any
Prospectuses or SAIs (as from time to time amended and
supplemented) or the omission or alleged omission therefrom of
a material fact required to be stated therein or necessary to
make the statements therein not misleading, unless such
statement or omission was made in reliance upon and in
conformity with written information furnished to the Trust
about ESI by or on behalf of ESI expressly for use in the
Registration Statement, any Prospectuses and SAIs or any
amendment or supplement thereof.
If any action is brought against ESI or any controlling person
thereof with respect to which indemnity may be sought against
the Trust pursuant to the foregoing paragraph, ESI shall
promptly notify the Trust in writing of the institution of such
action and the Trust shall assume the defense of such action,
including the employment of counsel selected by the Trust and
payment of expenses. ESI or any such controlling person thereof
shall have the right to employ separate counsel in any such
case, but the fees and expenses of such counsel shall be at the
expense of ESI or such controlling person unless the employment
of such counsel shall have been authorized in writing by the
Trust in connection with the defense of such action or the
Trust shall not have employed counsel to have charge of the
defense of such action, in any of which events such fees and
expenses shall be borne by the Trust. Anything in this
paragraph to the contrary notwithstanding, the Trust shall not
be liable for any settlement of any such claim of action
effected without its written consent. The Trust agrees promptly
to notify ESI of the commencement of any litigation or
proceedings against the Trust or any of its officers or
Trustees or controlling persons in connection with the issue
and sale of Shares or in connection with the Registration
Statement, Prospectuses, or SAIs.
(b) ESI agrees to indemnify and hold harmless the Trust, each of
its Trustees, each of its officers who have signed the
Registration Statement and each other person, if any, who
controls the Trust within the meaning of Section 15 of the
Securities Act of 1933, but only with respect to statements or
omissions, if any, made in the Registration Statement or any
Prospectus, SAI, or any amendment or supplement thereto in
reliance upon, and in conformity with, information furnished to
the Trust about ESI by or on behalf of ESI expressly for use in
the Registration Statement or any Prospectus, SAI, or any
amendment or supplement thereof. In case any action shall be
brought against the Trust or any other person so indemnified
based on the Registration Statement or any Prospectus, SAI, or
any amendment or supplement thereto, and with respect to which
indemnity may be sought against ESI, ESI shall have the rights
and duties given to the Trust, and the Trust and each other
person so indemnified shall have the rights and duties given to
ESI by the provisions of subsection (a) above.
(c) Nothing herein contained shall be deemed to protect any person
against liability to the Trust or its shareholders to which
such person would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance
of the duties of such person or by reason of the reckless
disregard by such person of the obligations and duties of such
person under this Agreement.
(d) Insofar as indemnification for liabilities may be permitted
pursuant to Section 17 of the Investment Company Act of 1940,
as amended, for Trustees, officers, ESI and controlling persons
of the Trust by the Trust pursuant to this Agreement, the Trust
is aware of the position of the Securities and Exchange
Commission as set forth in the Investment Company Act Release
No. IC-11330. Therefore, the Trust undertakes that in addition
to complying with the applicable provisions of this Agreement,
in the absence of a final decision on the merits by a court or
other body before which the proceeding was brought, that an
indemnification payment will not be made unless in the absence
of such a decision, a reasonable determination based upon
factual review has been made (i) by a majority vote of a quorum
of non-party Disinterested Trustees, or (ii) by independent
legal counsel in a written opinion that the indemnitee was not
liable for an act of willful misfeasance, bad faith, gross
negligence or reckless disregard of duties. The Trust further
undertakes that advancement of expenses incurred in the defense
of a proceeding (upon undertaking for repayment unless it is
ultimately determined that indemnification is appropriate)
against an officer, Trustee, ESI or controlling person of the
Trust will not be made absent the fulfillment of at least one
of the following conditions: (i) the indemnitee provides
security for his undertaking; (ii) the Trust is insured against
losses arising by reason of any lawful advances; or (iii) a
majority of a quorum of non-party Disinterested Trustees or
independent legal counsel in a written opinion makes a factual
determination that there is reason to believe the indemnitee
will be entitled to indemnification.
11. ESI is hereby expressly put on notice of the limitation of liability
as set forth in the Declaration of Trust and agrees that the
obligations assumed by the Trust pursuant to this Agreement shall be
limited in any case to the Trust and its assets and ESI shall not
seek satisfaction of any such obligation from the shareholders of
the Trust, the Trustees, officers, employees or agents of the Trust,
or any of them.
12. If at any time the Shares of any Fund are offered in two or more
Classes, ESI agrees to adopt compliance standards as to when a class
of shares may be sold to particular investors.
13. This Agreement will become binding on the parties hereto upon the
execution of the attached exhibits to the Agreement.
