Exhibit 15 (ii) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
RULE 12B-1 AGREEMENT
This Agreement is made between the Financial Institution executing this
Agreement ("Institution") and Edgewood Services, Inc. ("ESI") for the mutual
funds (referred to individually as the "Fund" and collectively as the "Funds")
for which ESI serves as Distributor of shares of beneficial interest or capital
stock ("Shares") and which have adopted a Rule 12b-1 Plan ("Plan") and approved
this form of agreement pursuant to Rule 12b-1 under the Investment Company Act
of 1940. In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follows:
1. ESI hereby appoints Institution to render or cause to be rendered
distribution and sales services to the Funds and their shareholders.
2. The services to be provided under Paragraph 1 may include, but are not
limited to, the following:
(a) providing incentives to financial institutions;
(b) advertising and marketing shares to include preparation, printing
and distributing prospectuses and sales literature to prospective
shareholders and with financial institutions; and
(c) implementing and operating the Plan.
3. During the term of this Agreement, ESI will pay the Institution fees for
each Fund as set forth in a written schedule delivered to the Institution
pursuant to this Agreement. ESI's fee schedule for Institution may be changed
by ESI sending a new fee schedule to Institution pursuant to Paragraph 12 of
this Agreement. For the payment period in which this Agreement becomes
effective or terminates, there shall be an appropriate proration of the fee on
the basis of the number of days that the Rule 12b-1 Agreement is in effect
during the quarter.
4. The Institution will not perform or provide any duties which would cause
it to be a fiduciary with respect to plans or accounts governed by Section 4975
of the Internal Revenue Code, as amended. For purposes of that Section, the
Institution understands that any person who exercises any discretionary
authority or discretionary control with respect to any individual retirement
account or its assets, or who renders investment advice for a fee, or has any
authority or responsibility to do so, or has any discretionary authority or
discretionary responsibility in the administration of such an account, is a
fiduciary.
5. The Institution understands that the Department of Labor views ERISA as
prohibiting fiduciaries of discretionary ERISA assets from receiving fees or
other compensation from funds in which the fiduciary's discretionary ERISA
assets are invested, except to the extent permitted by PTE 77-3 and PTE 77-4.
To date, the Department of Labor has not issued any exemptive order or advisory
opinion that would exempt fiduciaries from this interpretation. Without
specific authorization from the Department of Labor, fiduciaries should
carefully avoid investing discretionary assets in any fund pursuant to an
arrangement where the fiduciary is to be compensated by the fund for such
investment. Receipt of such compensation could violate ERISA provisions against
fiduciary self-dealing and conflict of interest and could subject the fiduciary
to substantial penalties.
6. The Institution agrees not to solicit or cause to be solicited directly,
or indirectly at any time in the future, any proxies from the shareholders of
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any or all of the Funds in opposition to proxies solicited by management of the
Fund or Funds, unless a court of competent jurisdiction shall so direct or shall
have determined that the conduct of a majority of the Board of Directors or
Trustees of the Fund or Funds constitutes willful misfeasance, bad faith, gross
negligence or reckless disregard of their duties. This paragraph 6 will survive
the term of this Agreement.
7. With respect to each Fund, this Agreement shall continue in effect for
one year from the date of its execution, and thereafter for successive periods
of one year if the form of this Agreement is approved at least annually by the
Directors or Trustees of the Fund, including a majority of the members of the
Board of Directors or Trustees of the Fund who are not interested persons of the
Fund and have no direct or indirect financial interest in the operation of the
Fund's Plan or in any related documents to the Plan ("Disinterested Directors or
Trustees") cast in person at a meeting called for that purpose.
8. The termination of this Agreement with respect to any one Fund will not
cause the Agreement's termination with respect to any other Fund.
9. Notwithstanding paragraph 7, this Agreement may be terminated as
follows:
(a) at any time, without the payment of any penalty, by the vote of a
majority of the Disinterested Directors or Trustees of the Fund or by a
vote of a majority of the outstanding voting securities of the Fund as
defined in the Investment Company Act of 1940 on not more than sixty (60)
days' written notice to the parties to this Agreement;
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(b) automatically in the event of the Agreement's assignment as defined
in the Investment Company Act of 1940 or upon the termination of the
"Distributor's Contract" between the Fund and ESI; and
c) by either party to the Agreement without cause by giving the other
party at least sixty (60) days' written notice of its intention to
terminate.
10. The Institution agrees to use its reasonable efforts to obtain any
taxpayer identification number certification from its customers required under
Section 3406 of the Internal Revenue Code, and any applicable Treasury
regulations, and to provide ESI or its designee with timely written notice of
any failure to obtain such taxpayer identification number certification in order
to enable the implementation of any required backup withholding.
11. This Agreement supersedes any prior service agreements between the
parties for the Funds.
12. This Agreement may be amended by ESI from time to time by the following
procedure. ESI will mail a copy of the amendment to the Institution's address,
as shown below. If the Institution does not object to the amendment within
thirty (30) days after its receipt, the amendment will become part of the
Agreement. The Institution's objection must be in writing and be received by
ESI within such thirty days.
13. This Agreement shall be construed in accordance with the Laws of the
Commonwealth of Pennsylvania.
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[INSTITUTION]
Address
City State Zip Code
Dated: , 1995 By:
-----------------------------
Authorized Signature
Title
Print Name of Authorized Signature
EDGEWOOD SERVICES, INC.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
By:
------------------------------
President
MARKETVEST FUNDS, INC.
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EXHIBIT A to 12b-1 Agreement with
Edgewood Services, Inc. ("ESI")
Portfolios
ESI will pay Institution fees for the following portfolios (the "Funds")
effective as of the dates set forth below:
Name Date
Marketvest Equity Fund January 1, 1996
Marketvest Intermediate U.S. Government Bond Fund January 1, 1996
Marketvest Short-Term Bond Fund January 1, 1996
Administrative Fees
1. During the term of this Agreement, ESI will pay Institution a quarterly
fee in respect of each Fund. This fee will be computed at the annual rate of
.25% of the average net asset value of Shares of Marketvest Equity Fund,
Marketvest Intermediate U.S. Government Bond Fund and Marketvest Short-Term Bond
Fund, held during the quarter in accounts for which the Institution provides
services under this Agreement, so long as the average net asset value of Shares
in each Fund during the quarter equals or exceeds such minimum amount as ESI
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shall from time to time determine and communicate in writing to the Institution,
provided that any change in such minimum amount shall be communicated to the
Institution at least ten days in advance of the first quarterly period for which
such change shall be proposed to be effective.
2. For the quarterly period in which the 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 quarter.
