Exhibit No. 5(i) on Form N1-A
Exhibit 10 Under Item 601 Reg S/K
MARKETVEST FUNDS
INVESTMENT ADVISORY CONTRACT
This Contract is made this January 1, 1996, between Dauphin Deposit Bank
and Trust Company, a state-chartered bank and trust company having its
principal place of business in Harrisburg, Pennsylvania (the "Adviser"),
and Marketvest
Funds, a Massachusetts business trust having its principal place of
business in Pittsburgh, Pennsylvania (the `Trust'').
WHEREAS the Trust is an open-end management investment company as that
term is defined in the Investment Company Act of 1940, as amended, and
is registered as such with the Securities and Exchange Commission; and
WHEREAS Adviser is engaged in the business off rendering investment
advisory and management services.
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. The Trust hereby appoints Adviser as Investment Adviser for each of the
portfolios ("Funds") of the Trust which executes an exhibit to this
Contract, and Adviser accepts the appointments. Subject to the supervision
of the Trustees of the Trust, Adviser shall provide a continuous investment
program for each of the Funds, including investment research and management
with respect to all securities, investments, cash and cash equivalents in
the Funds. Adviser will determine from time-to-time what securities and
other assets will be purchased, retained or sold by the Funds and will
place the daily orders for the purchase or sale of securities. Adviser
will provide services rendered by it under this Contract in accordance with
each Fund's objectives, policies, and restrictions as stated in the
prospectus and resolutions of the Board of Trustees.
2. Adviser, in its supervision of the investments of each of the Funds,
will be guided by each of the Fund's investment objective and policies and
the provisions and restrictions contained in the Declaration of Trust and
By-Laws of the Trust and as set forth in the Registration Statements and
exhibits as may be on file with the Securities and Exchange Commission.
3. Each Fund shall pay or cause to be paid all of its own expenses and its
allocable share of Trust expenses, including, without limitation, the
expenses of organizing the Trust and continuing its existence; fees and
expenses of Trustees and officers of the Trust; fees for investment
advisory services and administrative personnel and services; expenses
incurred in the distribution of its shares ("Shares"), including expenses
of administrative support services; fees and expenses of preparing and
printing its Registration Statements under the Securities Act of 1933 and
the Investment Company Act of 1940, as amended, and any amendments thereto;
expenses of registering and qualifying the Trust, the Funds, and Shares of
the Funds under federal and state laws and regulations; expenses of
preparing, printing, and distributing prospectuses (and any amendments
thereto) to shareholders; interest expense, taxes, fees, and commissions of
every kind; expenses of issue (including cost of Share certificates),
purchase, repurchase, and redemption of Shares, including expenses
attributable to a program of periodic issue; charges and expenses of
custodians, transfer agents, dividend disbursing agents, shareholder
servicing agents, and registrars; printing and mailing costs, auditing,
accounting, and legal expenses; reports to shareholders and governmental
officers and commissions; expenses of meetings of Trustees and shareholders
and proxy solicitations therefor; insurance expenses; association
membership dues and such nonrecurring items as may arise, including all
losses and liabilities incurred in administering the Trust and the Funds.
Each Fund will also pay its allocable share of such extraordinary expenses
as may arise including expenses incurred in connection with litigation,
proceedings, and claims and the legal obligations of the Trust to indemnify
its officers and Trustees and agents with respect thereto.
4. Each of the Funds shall pay to Adviser, for all services rendered to
each Fund by Adviser hereunder, the fees set forth in the exhibits attached
hereto.
5. The net asset value of each Fund's Shares as used herein will be
calculated to the nearest 1/10th of one cent.
6. The Adviser may from time to time and for such periods as it deems
appropriate reduce its compensation (and, if appropriate, assume expenses
of one or more of the Funds) to the extent that any Fund's expenses exceed
such lower expense limitation as the Adviser may, by notice to the Fund,
voluntarily declare to be effective.
7. This Contract shall begin for each Fund as of the date of execution of
the applicable exhibit and shall continue in effect with respect to each
Fund presently set forth on an exhibit (and any subsequent Funds added
pursuant to an exhibit during the initial term of this Contract) for two
years from the date of this Contract set forth above and thereafter for
successive periods of one year, subject to the provisions for termination
and all of the other terms and conditions hereof if such continuation shall
be specifically approved at least annually by the vote of a majority of the
Trustees of the Trust, including a majority of the Trustees who are not
parties to this Contract or interested persons of any such party cast in
person at a meeting called for that purpose; provided, however, that,
notwithstanding any provision of this Contract, the Contract may be
terminated at any time with respect to a Fund, without payment of any
penalty, by the Adviser, on one hundred twenty (120) days' written notice
to the Trust. If a Fund is added after the first approval by the Trustees
as described above, this Contract will be effective as to that Fund upon
execution of the applicable exhibit and will continue in effect until the
next annual approval of this Contract by the Trustees and thereafter for
successive periods of one year, subject to approval as described above.
8. Notwithstanding any provision in this Contract, it may be terminated at
any time with respect to any Fund, without the payment of any penalty, by
the Trustees of the Trust or by a vote of the shareholders of that Fund on
sixty (60) days' written notice to Adviser.
9. The Trust shall deliver to the Adviser, from time-to-time as available,
copies of the Trust's Form N-8A, N-1A, prospectus, statement of additional
information, Board resolutions approving this Contract, Declaration of
Trust, and By-Laws, and all amendments and supplements thereto.
10. This Contract may not be assigned by Adviser and shall automatically
terminate in the event of any assignment. Adviser may employ or contract
with such other person, persons, corporation, or corporations (including
subadvisers approved by the Board of Trustees and shareholders in
accordance with the provisions of the Act) at its own cost and expense as
it shall determine in order to assist it in carrying out this Contract. In
addition, the Adviser is authorized, subject to prior approval of the Board
of Trustees, to take into account the sale of shares of the Funds in
allocating purchase and sale orders for portfolio securities to brokers and
dealers (including brokers and dealers that are affiliated with the
adviser, any subadviser or the Funds' distributor) in compliance with
applicable law. In no instance, however, will a portfolio security be
purchased from or sold to the Adviser, any subadviser or the Funds'
distributor or affiliated person thereof except to the extent permitted by
the Federal or state securities laws.
11. Adviser will place orders for purchase and sale of portfolio
securities with issuers or broker-dealers and will attempt to obtain best
price or most favorable execution with respect to such orders. In placing
such orders, Adviser will consider the experience, skill, financial
responsibility and administrative efficiency of the broker-dealer involved,
and may select a broker-dealer on a basis other than the lowest commission
rate if deemed appropriate by the Adviser.
12. The Trust recognizes that the Adviser may serve in an investment
advisory capacity with respect to entities in addition to the Fund, and the
Trust hereby agrees that nothing in the Contract shall be deemed to
preclude the Adviser from serving in such capacity.
13. In the absence of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the obligations or duties under this Contract on the
part of Adviser, Adviser shall not be liable to the Trust or to any of the
Funds or to any shareholder for any act or omission in the course of or
connected in any way with rendering services or for any losses that may be
sustained in the purchase, holding, or sale of any security.
14. This Contract may be amended at any time by agreement of the parties
provided that the amendment shall be approved both by the vote of a
majority of the Trustees of the Trust, including a majority of the Trustees
who are not parties to this Contract or interested persons of any such
party to this Contract (other than as Trustees of the Trust) cast in person
at a meeting called for that purpose, and, where required by Section
15(a)(2) of the Act, on behalf of a Fund by a majority of the outstanding
voting securities of such Fund as defined in Section 2(a)(42) of the Act.
15. The Adviser acknowledges that all sales literature for investment
companies (such as the Trust) are subject to strict regulatory oversight.
The Adviser agrees to submit any proposed sales literature for the Trust
(or any Fund) or for itself or its affiliates which mentions the Trust (or
any Fund) to the Trust's distributor for review and filing with the
appropriate regulatory authorities prior to the public release of any such
sales literature, provided, however, that nothing herein shall be construed
so as to create any obligation or duty on the part of the Adviser to
produce sales literature for the Trust (or any Fund). The Trust agrees to
cause its distributor to promptly review all such sales literature to
ensure compliance with relevant requirements, to promptly advise Adviser of
any deficiencies contained in such sales literature, to promptly file
complying sales literature with the relevant authorities, and to cause such
sales literature to be distributed to prospective investors in the Trust.
16. Adviser is hereby expressly put on notice of the limitation of
liability as set forth in Article XI of the Declaration of Trust and agrees
that the obligations pursuant to this Contract of a particular Fund and of
the Trust with respect to that particular Fund be limited solely to the
assets of that particular Fund, and Adviser shall not seek satisfaction of
any such obligation from any other Fund, the shareholders of any Fund, the
Trustees, officers, employees or agents of the Trust, or any of them.
17. This Contract shall be construed in accordance with and governed by
the laws of the Commonwealth of Pennsylvania.
18. This Contract will become binding on the parties hereto upon their
execution of the attached exhibits to this Contract.
