EXHIBIT 5 UNDER FORM N-1A
EXHIBIT 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
By:
Secretary Executive Vice President
Attest: MARKETVEST FUNDS, INC.
By:
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
By:
Secretary Executive Vice President
Attest: MARKETVEST FUNDS, INC.
By:
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
By:
Secretary Executive Vice President
Attest: MARKETVEST FUNDS, INC.
By:
