EXHIBIT 9 (III) UNDER FORM N-1A
EXHIBIT 10 UNDER ITEM 601/REG. S-K
MARKETVEST FUNDS, INC.
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement is made as of this 1st
day of January, 1996, between Marketvest Funds, Inc., a Maryland
corporation (herein called the "Fund"), and Federated
Administrative Services, a Delaware business trust (herein called
"FAS").
WHEREAS, the Fund is a Maryland corporation consisting of one or
more portfolios, which operates as an open-end management
investment company and will so register under the Investment
Company Act of 1940; and
WHEREAS, the Fund desires to retain FAS as its Administrator to
provide it with Administrative Services (as herein defined), and
FAS is willing to render such services;
NOW, THEREFORE, in consideration of the premises and mutual
covenants set forth herein, the parties hereto agree as follows:
1. Appointment of Administrator. The Fund hereby appoints FAS as
Administrator of the Fund on the terms and conditions set forth in
this Agreement; and FAS hereby accepts such appointment and agrees
to perform the services and duties set forth in Section 2 of this
Agreement in consideration of the compensation provided for in
Section 5 hereof.
2. Services and Duties. As Administrator, and subject to the
supervision and control of the Fund's Board of Directors FAS will
provide facilities, equipment, and personnel to carry out the
following administrative services for operation of the business
and affairs of the Fund and each of its portfolios:
(a) prepare, file, and maintain the Fund's governing documents
and any amendments thereto, including the Articles of
Incorporation (which has already been prepared and filed),
the By-laws and minutes of meetings of Directors and
shareholders;
(b) prepare and file with the Securities and Exchange Commission
("SEC") and the appropriate state securities authorities the
registration statements for the Fund and the Fund's shares
and all amendments thereto, reports to regulatory authorities
and shareholders, prospectuses, proxy statements, and such
other documents all as may be necessary to enable the Fund to
make a continuous offering of its shares;
(c) prepare, negotiate, and administer contracts on behalf of the
Fund with, among others, the Fund's investment adviser,
distributor, custodian, and transfer agent;
(d) supervise the Fund's Fund Accountant in the maintenance of
the Fund's general ledger and in the preparation of the
Fund's financial statements, including oversight of expense
accruals and payments, of the determination of the net asset
value of the Fund and of the declaration and payment of
dividends and other distributions to shareholders;
(e) calculate performance data of the Fund for dissemination to
information services covering the investment company
industry;
(f) prepare and file the Fund's tax returns;
(g) examine and review the operations of the Fund's custodian and
transfer agent;
(h) coordinate the layout and printing of publicly disseminated
prospectuses and reports;
(i) perform internal audit examinations in accordance with a
charter to be adopted by FAS and the Fund;
(j) assist with the design, development, and operation of the
Fund;
(k) provide individuals reasonably acceptable to the Fund's Board
of Directors for nomination, appointment, or election as
officers of the Fund, who will be responsible for the
management of certain of the Fund's affairs as determined by
the Fund's Board of Directors; and
(l) consult with the Fund and its Board of Directors on matters
concerning the Fund and its affairs.
The foregoing, along with any additional services that FAS shall
agree in writing to perform for the Fund hereunder, shall
hereafter be referred to as "Administrative Services."
Administrative Services shall not include any duties, functions,
or services to be performed for the Fund by the Fund's investment
adviser, distributor, custodian, or transfer agent pursuant to
their respective agreements with the Fund.
3. Records. FAS shall create and maintain all necessary books and
records in accordance with all applicable laws, rules and
regulations, including but not limited to records required by
Section 31(a) of the Investment Company act of 1940 and the rules
thereunder, as the same may be amended from time to time,
pertaining to the Administrative Services performed by it and not
otherwise created and maintained by another party pursuant to
contract with the Fund. Where applicable, such records shall be
maintained by FAS for the periods and in the places required by
Rule 31a-2 under the 1940 Act. The books and records pertaining
to the Trust which are in the possession of FAS shall be the
property of the Fund. The Fund, or the Fund's authorized
representatives, shall have access to such books and records at
all times during FAS's normal business hours. Upon the reasonable
request of the Fund, copies of any such books and records shall be
provided promptly by FAS to the Fund or the Fund's authorized
representatives.
4. Expenses. FAS shall be responsible for expenses incurred in
providing office space, equipment, and personnel as may be
necessary or convenient to provide the Administrative Services to
the Fund, including the compensation of FAS employees who serve as
Directors or officers of the Fund. The Fund shall be responsible
for all other expenses incurred by FAS on behalf of the Fund,
including without limitation postage and courier expenses,
printing expenses, travel expenses, registration fees, filing
fees, fees of outside counsel and independent auditors, insurance
premiums, fees payable to Directors who are not FAS employees, and
trade association dues.
5. Compensation. For the Administrative Services provided, the Fund
hereby agrees to pay and FAS hereby agrees to accept as full
compensation for its services rendered hereunder an administrative
fee at an annual rate of .15 of 1% of the average daily net assets
of the Fund payable daily.
However, in no event shall the administrative fee received during
any year of this Agreement be less than, or be paid at a rate less
than would aggregate, $75,000, per portfolio having a single class
of shares.
6. Responsibility of Administrator.
(a) FAS shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Fund in connection
with the matters to which this Agreement relates, except a
loss resulting from willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or
from reckless disregard by it of its obligations and duties
under this Agreement. FAS shall be entitled to rely on and
may act upon advice of counsel (who may be counsel for the
Fund) on all matters, and shall be without liability for any
action reasonably taken or omitted in good faith pursuant to
such advice. Any person, even though also an officer,
trustee, partner, employee or agent of FAS, who may be or
become an officer, Director, employee or agent of the Fund,
shall be deemed, when rendering services to the Fund or
acting on any business of the Fund (other than services or
business in connection with the duties of FAS hereunder) to
be rendering such services to or acting solely for the Fund
and not as an officer, trustee, partner, employee or agent or
one under the control or direction of FAS even though paid by
FAS.
(b) FAS shall be kept indemnified by the Fund and be without
liability for any action taken or thing done by it in
performing the Administrative Services in accordance with the
above standards. In order that the indemnification
provisions contained in this Section 6 shall apply, however,
it is understood that if in any case the Fund may be asked to
indemnify or save FAS harmless, the Fund shall be fully and
promptly advised of all pertinent facts concerning the
situation in question, and it is further understood that FAS
will use all reasonable care to identify and notify the Fund
promptly concerning any situation which presents or appears
likely to present the probability of such a claim for
indemnification against the Fund. The Fund shall have the
option to defend FAS against any claim which may be the
subject of this indemnification. In the event that the Fund
so elects, it will so notify FAS and thereupon the Fund shall
take over complete defense of the claim, and FAS shall in
such situation initiate no further legal or other expenses
for which it shall seek indemnification under this Section.
FAS shall in no case confess any claim or make any compromise
in any case in which the Fund will be asked to indemnify FAS
except with the Fund's written consent.
7. Duration and Termination.
(a) The initial term of this Agreement shall commence on the date
hereof, and extend for a period of three years following the
first of the following events to occur: (i) the first date
upon which the aggregate assets of the Portfolios of the Fund
existing on the date of this Agreement ("Existing Funds")
reach $600 million ("Initial Term"); or (ii) the second
anniversary of the date on which the Funds' initial
registration statement is declared effective by the SEC.
(b) During any term of this Agreement, each time the Fund adds a
new portfolio, an additional term shall commence on the first
date upon which the new portfolio has sufficient average
daily net assets such that FAS will begin to earn a sum not
less than its minimum ("annualized") administrative fee in
connection with the new portfolio pursuant to Section 5 of
this Agreement ("Additional Term"). Such Additional Term
shall extend to the later to occur of (i) the third
anniversary of the commencement of the Additional Term, or
(ii) the expiration of the Initial Term.
(c) During any term of this Agreement, each time the Fund adds a
class of shares to any portfolio, an additional term shall
commence on the later to occur of (i) the first date upon
which the relevant portfolio has sufficient average daily net
assets such that FAS will begin to earn a sum not less than
its minimum ("annualized") administrative fee pursuant to
Section 5 of this Agreement, or (ii) the effective date of
the registration statement or post-effective amendment
registering the new class of shares ("Class Term"). Such
Class Term shall extend to the later to occur of (i) the
third anniversary of the commencement of the Class Term, or
(ii) the expiration of the Initial Term.
(d) Upon the expiration of any term, this Agreement shall be
automatically renewed each year for an additional term of one
year, unless notice of termination has been delivered by
either party to the other no less than one year before the
beginning of any such additional term.
8. Amendment. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in
writing signed by the party against which an enforcement of the
change, waiver, discharge or termination is sought.
9. Notices. Notices of any kind to be given hereunder shall be in
writing (including facsimile communication) and shall be duly
given if delivered to the Fund, to its investment adviser and to
FAS at the following addresses: Marketvest Funds, Inc. (Fund),
Federated Investors Tower, 0000 Xxxxxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxxxxxx 00000-0000; Dauphin Deposit Bank and Trust Company
(Adviser), 000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000,
Attention: Manager of Trust and Financial Services; and if
delivered to FAS at Federated Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX
00000-0000, Attention: President.
10. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction or
effect. If any provision of this Agreement shall be held or made
invalid by a court or regulatory agency decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected
thereby. Subject to the provisions of Section 6, hereof, this
Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and shall be
governed by Pennsylvania law; provided, however, that nothing
herein shall be construed in a manner inconsistent with the
Investment Company Act of 1940 or any rule or regulation
promulgated by the Securities and Exchange Commission thereunder.
11. Counterparts. This Agreement may be executed by different
parties on separate counterparts, each of which, when so executed
and delivered, shall be an original, and all such counterparts
shall together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of
the day and year first above written.
Marketvest Funds, Inc.
By:
[Title]
Attest:
Secretary
Federated Administrative Services
By:
[Title]
Attest:
