EXHIBIT 6 UNDER FORM N-1A
EXHIBIT 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.
Exhibit A
to the
Distributor's Contract
MARKETVEST FUNDS
MARKETVEST PENNSYLVANIA INTERMEDIATE MUNICIPAL BOND FUND
The following provisions are hereby incorporated and made part of the
Distributor's Contract dated January 1, 1996, between Marketvest Funds
and Edgewood Services, Inc. ("ESI") with respect to the Class of shares
set forth above.
1. The Trust hereby appoints ESI to engage in activities principally
intended to result in the sale of shares of the above-listed Class
("Shares"). Pursuant to this appointment, ESI is authorized to select a
group of financial institutions ("Financial Institutions") to sell
Shares at the current offering price thereof as described and set forth
in the respective prospectuses of the Trust.
2. During the term of this Agreement, the Trust will pay ESI for services
pursuant to this Agreement, a monthly fee computed at the annual rate of
.25 of 1% of the average aggregate net asset value of the Shares held
during the month. For the month in which this Agreement becomes
effective or terminates, there shall be an appropriate proration of any
fee payable on the basis of the number of days that the Agreement is in
effect during the month.
3. ESI may from time-to-time and for such periods as it deems appropriate
reduce its compensation to the extent any Class' expenses exceed such
lower expense limitation as ESI may, by notice to the Trust, voluntarily
declare to be effective.
4. ESI will enter into separate written agreements with various firms to
provide certain of the services set forth in Xxxxxxxxx 0 xxxxxx. XXX, in
its sole discretion, may pay Financial Institutions a periodic fee in
respect of Shares owned from time to time by their clients or customers.
The schedules of such fees and the basis upon which such fees will be
paid shall be determined from time to time by ESI in its sole
discretion.
5. ESI will prepare reports to the Board of Trustees of the Trust on a
quarterly basis showing amounts expended hereunder including amounts
paid to Financial Institutions and the purpose for such expenditures.
In consideration of the mutual covenants set forth in the
Distributor's Contract dated January 1, 1996 between Marketvest Funds and
ESI, Marketvest Funds executes and delivers this Exhibit on behalf of the
Marketvest Pennsylvania Intermediate Municipal Bond Fund, and with
respect to the Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 1st day of January, 1996.
ATTEST: MARKETVEST FUNDS
By:
Secretary Vice President
(SEAL)
ATTEST: EDGEWOOD SERVICES, INC.
By:
Secretary Executive Vice President
