EXHIBIT NO. 5 ON FORM N-1A
EXHIBIT NO. 10 UNDER ITEM 601 REG S/K
MARKETVEST FUNDS, INC.
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, Inc., a Maryland corporation having its principal
place of business in Pittsburgh, Pennsylvania (the `Corporation'').
WHEREAS the Corporation 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 of rendering investment
advisory and management services.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. The Corporation hereby appoints Adviser as Investment Adviser for
each of the portfolios ("Funds") of the Corporation which executes an
exhibit to this Contract, and Adviser accepts the appointments. Subject to
the supervision of the Directors of the Corporation, 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
Directors.
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 Articles of
Incorporation and By-Laws of the Corporation 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 Corporation expenses, including, without
limitation, the expenses of organizing the Corporation and continuing its
existence; fees and expenses of Directors and officers of the Corporation;
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 Corporation,
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 Directors
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
Corporation 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 Corporation to indemnify its officers and Directors 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: (a)
such continuation shall be specifically approved at least annually by the
vote of a majority of the Directors of the Corporation, including a
majority of the Directors 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 Corporation. If a Fund is added after
the first approval by the Directors 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 Directors 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 Directors of the Corporation or by a vote of the
shareholders of that Fund on sixty (60) days' written notice to Adviser.
9. The Corporation shall deliver to the Adviser, from time-to-time
as available, copies of the Corporation's Form X-0X, X-0X, prospectus,
statement of additional information, Board resolutions approving this
Contract, Articles of Incorporation, 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 Directors 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 Directors, 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 Corporation recognizes that the Adviser may serve in an
investment advisory capacity with respect to entities in addition to the
Fund, and the Corporation 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
Corporation 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 Directors of the Corporation, including a majority of the
Directors who are not parties to this Contract or interested persons of any
such party to this Contract (other than as Directors of the Corporation)
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 Corporation) are subject to strict regulatory
oversight. The Adviser agrees to submit any proposed sales literature for
the Corporation (or any Fund) or for itself or its affiliates which
mentions the Corporation (or any Fund) to the Corporation'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 Corporation (or
any Fund). The Corporation 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 Corporation.
16. This Contract shall be construed in accordance with and governed
by the laws of the Commonwealth of Pennsylvania.
17. This Contract will become binding on the parties hereto upon
their execution of the attached exhibits to this Contract.
EXHIBIT A
to the
Investment Advisory Contract
MARKETVEST EQUITY FUND
The following provisions are hereby incorporated and made part of the
Investment Advisory Contract dated January 1, 1996 between Marketvest
Funds, Inc. and Dauphin Deposit Bank and Trust Company.
For all services rendered by Adviser hereunder, the above-named Fund
of the Corporation shall pay to Adviser and Adviser agrees to accept as
full compensation for all services rendered hereunder, an annual investment
advisory fee equal to 1.00 of 1% of the average daily net assets of the
Fund.
The portion of the fee based upon the average daily net assets of the
Fund shall be accrued daily at the rate of 1/365th of 1.00 of 1% applied to
the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser monthly.
In consideration of the mutual covenants set forth in the Investment
Advisory Contract dated January 1, 1996 between Marketvest Funds, Inc. and
Dauphin Deposit Bank and Trust Company, Marketvest Funds, Inc. executes and
delivers this Exhibit on behalf of the Fund, and with respect to the shares
thereof, set forth above.
Witness the due execution hereof this 1st day of January, 1996.
Attest: DAUPHIN DEPOSIT BANK AND TRUST COMPANY
/s/ Xxxxxx X. Xxxx By:/s/ Xxxx X. Gold
Secretary Executive Vice President
Attest: MARKETVEST FUNDS, INC.
/s/ S. Xxxxxxx Xxxxx By:/s/ Xxxxxxx X. Xxxxxxxx
Assistant Secretary Vice President
EXHIBIT B
to the
Investment Advisory Contract
MARKETVEST INTERMEDIATE U.S. GOVERNMENT BOND FUND
The following provisions are hereby incorporated and made part of the
Investment Advisory Contract dated January 1, 1996 between Marketvest
Funds, Inc. and Dauphin Deposit Bank and Trust Company.
For all services rendered by Adviser hereunder, the above-named Fund
of the Corporation shall pay to Adviser and Adviser agrees to accept as
full compensation for all services rendered hereunder, an annual investment
advisory fee equal to .75 of 1% of the average daily net assets of the
Fund.
The portion of the fee based upon the average daily net assets of the
Fund shall be accrued daily at the rate of 1/365th of .75 of 1% applied to
the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser monthly.
In consideration of the mutual covenants set forth in the Investment
Advisory Contract dated January 1, 1996 between Marketvest Funds, Inc. and
Dauphin Deposit Bank and Trust Company, Marketvest Funds, Inc. executes and
delivers this Exhibit on behalf of the Fund, and with respect to the shares
thereof, set forth above.
Witness the due execution hereof this 1st day of January, 1996.
Attest: DAUPHIN DEPOSIT BANK AND TRUST COMPANY
/s/ Xxxxxx X. Xxxx By:/s/ Xxxx X. Gold
Secretary Executive Vice President
Attest: MARKETVEST FUNDS, INC.
/s/ S. Xxxxxxx Xxxxx By:/s/ Xxxxxxx X. Xxxxxxxx
Assistant Secretary Vice President
EXHIBIT C
to the
Investment Advisory Contract
MARKETVEST SHORT-TERM BOND FUND
The following provisions are hereby incorporated and made part of the
Investment Advisory Contract dated January 1, 1996 between Marketvest
Funds, Inc. and Dauphin Deposit Bank and Trust Company.
For all services rendered by Adviser hereunder, the above-named Fund
of the Corporation shall pay to Adviser and Adviser agrees to accept as
full compensation for all services rendered hereunder, an annual investment
advisory fee equal to .75 of 1% of the average daily net assets of the
Fund.
The portion of the fee based upon the average daily net assets of the
Fund shall be accrued daily at the rate of 1/365th of .75 of 1% applied to
the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser monthly.
In consideration of the mutual covenants set forth in the Investment
Advisory Contract dated January 1, 1996 between Marketvest Funds, Inc. and
Dauphin Deposit Bank and Trust Company, Marketvest Funds, Inc. executes and
delivers this Exhibit on behalf of the Fund, and with respect to the shares
thereof, set forth above.
Witness the due execution hereof this 1st day of January, 1996.
Attest: DAUPHIN DEPOSIT BANK AND TRUST COMPANY
/s/ Xxxxxx X. Xxxx By:/s/ Xxxx X. Gold
Secretary Executive Vice President
Attest: MARKETVEST FUNDS, INC.
/s/ S. Xxxxxxx Xxxxx By:/s/ Xxxxxxx X. Xxxxxxxx
Assistant Secretary Vice President
