Exhibit No. 15(ii) on 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.
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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 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
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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;
(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.
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13. This Agreement shall be construed in accordance with the Laws of
the Commonwealth of Pennsylvania.
[INSTITUTION]
Address
City State Zip Code
Dated: , 1995 By:
-----------------------------
Authorized Signature
Title
Print Name of Authorized Signature
EDGEWOOD SERVICES, INC.
Federated Investors Xxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000
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By:
------------------------------
President
MARKETVEST FUNDS
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
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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 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.
MARKETVEST FUNDS
EXHIBIT B TO 12B-1 AGREEMENT WITH
EDGEWOOD SERVICES, INC. ("ESI")
Portfolios
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ESI will pay Institution fees for the following portfolios (the
"Funds") effective as of the dates set forth below:
Name Date
Marketvest International Equity Fund January 1, 1997
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
International Equity 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 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.
