EXHIBIT 5 UNDER FORM N-1A
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 of 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 X-0X, X-0X, 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.
EXHIBIT A
to the
Investment Advisory Contract
MARKETVEST PENNSYLVANIA INTERMEDIATE MUNICIPAL BOND FUND
The following provisions are hereby incorporated and made part of the
Investment Advisory Contract dated January 1, 1996 between Marketvest Funds and
Dauphin Deposit Bank and Trust Company.
For all services rendered by Adviser hereunder, the above-named Fund of the
Trust 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 and Dauphin
Deposit Bank and Trust Company, Marketvest Funds 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
By:
