EXHIBIT NO. 9(ii) ON FOMR N-1A
EXHIBIT NO. 10 UNDER ITEM 601 REG S/K
MARKETVEST FUNDS, INC.
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement is made as of this 1st day of
January, 1996, between Marketvest Funds, Inc., a Maryland corporation
(herein called the `Fund''), and Federated Administrative Services, a
Delaware business trust (herein called `FAS'').
WHEREAS, the Fund is a Maryland corporation consisting of one or more
portfolios, which operates as an open-end management investment company and
will so register under the Investment Company Act of 1940; and
WHEREAS, the Fund desires to retain FAS as its Administrator to provide it
with Administrative Services (as herein defined), and FAS is willing to
render such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants set
forth herein, the parties hereto agree as follows:
1. Appointment of Administrator. The Fund hereby appoints FAS as
Administrator of the Fund on the terms and conditions set forth in this
Agreement; and FAS hereby accepts such appointment and agrees to perform
the services and duties set forth in Section 2 of this Agreement in
consideration of the compensation provided for in Section 5 hereof.
2. Services and Duties. As Administrator, and subject to the
supervision and control of the Fund's Board of Directors FAS will provide
facilities, equipment, and personnel to carry out the following
administrative services for operation of the business and affairs of the
Fund and each of its portfolios:
(a) prepare, file, and maintain the Fund's governing documents and
any amendments thereto, including the Articles of Incorporation (which has
already been prepared and filed), the By-laws and minutes of meetings of
Directors and shareholders;
(b) prepare and file with the Securities and Exchange Commission
(`SEC'') and the appropriate state securities authorities the registration
statements for the Fund and the Fund's shares and all amendments thereto,
reports to regulatory authorities and shareholders, prospectuses, proxy
statements, and such other documents all as may be necessary to enable the
Fund to make a continuous offering of its shares;
(c) prepare, negotiate, and administer contracts on behalf of the
Fund with, among others, the Fund's investment adviser, distributor,
custodian, and transfer agent;
(d) supervise the Fund's Fund Accountant in the maintenance of the
Fund's general ledger and in the preparation of the Fund's financial
statements, including oversight of expense accruals and payments, of the
determination of the net asset value of the Fund and of the declaration and
payment of dividends and other distributions to shareholders;
(e) calculate performance data of the Fund for dissemination to
information services covering the investment company industry;
(f) prepare and file the Fund's tax returns;
(g) examine and review the operations of the Fund's custodian and
transfer agent;
(h) coordinate the layout and printing of publicly disseminated
prospectuses and reports;
(i) perform internal audit examinations in accordance with a
charter to be adopted by FAS and the Fund;
(j) assist with the design, development, and operation of the Fund;
(k) provide individuals reasonably acceptable to the Fund's Board
of Directors for nomination, appointment, or election as officers of the
Fund, who will be responsible for the management of certain of the Fund's
affairs as determined by the Fund's Board of Directors; and
(l) consult with the Fund and its Board of Directors on matters
concerning the Fund and its affairs.
The foregoing, along with any additional services that FAS shall agree in
writing to perform for the Fund hereunder, shall hereafter be referred to
as "Administrative Services." Administrative Services shall not include
any duties, functions, or services to be performed for the Fund by the
Fund's investment adviser, distributor, custodian, or transfer agent
pursuant to their respective agreements with the Fund.
3. Records. FAS shall create and maintain all necessary books and
records in accordance with all applicable laws, rules and regulations,
including but not limited to records required by Section 31(a) of the
Investment Company act of 1940 and the rules thereunder, as the same may
be amended from time to time, pertaining to the Administrative Services
performed by it and not otherwise created and maintained by another party
pursuant to contract with the Fund. Where applicable, such records shall
be maintained by FAS for the periods and in the places required by Rule
31a-2 under the 1940 Act. The books and records pertaining to the Trust
which are in the possession of FAS shall be the property of the Fund. The
Fund, or the Fund's authorized representatives, shall have access to such
books and records at all times during FAS's normal business hours. Upon
the reasonable request of the Fund, copies of any such books and records
shall be provided promptly by FAS to the Fund or the Fund's authorized
representatives.
4. Expenses. FAS shall be responsible for expenses incurred in
providing office space, equipment, and personnel as may be necessary or
convenient to provide the Administrative Services to the Fund, including
the compensation of FAS employees who serve as Directors or officers of the
Fund. The Fund shall be responsible for all other expenses incurred by FAS
on behalf of the Fund, including without limitation postage and courier
expenses, printing expenses, travel expenses, registration fees, filing
fees, fees of outside counsel and independent auditors, insurance premiums,
fees payable to Directors who are not FAS employees, and trade association
dues.
5. Compensation. For the Administrative Services provided, the Fund
hereby agrees to pay and FAS hereby agrees to accept as full compensation
for its services rendered hereunder an administrative fee at an annual rate
of .15 of 1% of the average daily net assets of the Fund payable daily.
However, in no event shall the administrative fee received during any year
of this Agreement be less than, or be paid at a rate less than would
aggregate, $75,000, per portfolio having a single class of shares.
6. Responsibility of Administrator.
(a) FAS shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Fund in connection with the matters to
which this Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the performance
of its duties or from reckless disregard by it of its obligations and
duties under this Agreement. FAS shall be entitled to rely on and may act
upon advice of counsel (who may be counsel for the Fund) on all matters,
and shall be without liability for any action reasonably taken or omitted
in good faith pursuant to such advice. Any person, even though also an
officer, trustee, partner, employee or agent of FAS, who may be or become
an officer, Director, employee or agent of the Fund, shall be deemed, when
rendering services to the Fund or acting on any business of the Fund (other
than services or business in connection with the duties of FAS hereunder)
to be rendering such services to or acting solely for the Fund and not as
an officer, trustee, partner, employee or agent or one under the control or
direction of FAS even though paid by FAS.
(b) FAS shall be kept indemnified by the Fund and be without
liability for any action taken or thing done by it in performing the
Administrative Services in accordance with the above standards. In order
that the indemnification provisions contained in this Section 6 shall
apply, however, it is understood that if in any case the Fund may be asked
to indemnify or save FAS harmless, the Fund shall be fully and promptly
advised of all pertinent facts concerning the situation in question, and it
is further understood that FAS will use all reasonable care to identify and
notify the Fund promptly concerning any situation which presents or appears
likely to present the probability of such a claim for indemnification
against the Fund. The Fund shall have the option to defend FAS against any
claim which may be the subject of this indemnification. In the event that
the Fund so elects, it will so notify FAS and thereupon the Fund shall take
over complete defense of the claim, and FAS shall in such situation
initiate no further legal or other expenses for which it shall seek
indemnification under this Section. FAS shall in no case confess any claim
or make any compromise in any case in which the Fund will be asked to
indemnify FAS except with the Fund's written consent.
7. Duration and Termination.
(a) The initial term of this Agreement shall commence on the date
hereof, and extend for a period of three years following the first of the
following events to occur: (i) the first date upon which the aggregate
assets of the Portfolios of the Fund existing on the date of this Agreement
(`Existing Funds'') reach $600 million ("Initial Term"); or (ii) the
second anniversary of the date on which the Funds' initial registration
statement is declared effective by the SEC.
(b) During any term of this Agreement, each time the Fund adds a
new portfolio, an additional term shall commence on the first date upon
which the new portfolio has sufficient average daily net assets such that
FAS will begin to earn a sum not less than its minimum ("annualized")
administrative fee in connection with the new portfolio pursuant to Section
5 of this Agreement ("Additional Term"). Such Additional Term shall extend
to the later to occur of (i) the third anniversary of the commencement of
the Additional Term, or (ii) the expiration of the Initial Term.
(c) During any term of this Agreement, each time the Fund adds a
class of shares to any portfolio, an additional term shall commence on the
later to occur of (i) the first date upon which the relevant portfolio has
sufficient average daily net assets such that FAS will begin to earn a sum
not less than its minimum ("annualized") administrative fee pursuant to
Section 5 of this Agreement, or (ii) the effective date of the registration
statement or post-effective amendment registering the new class of shares
("Class Term"). Such Class Term shall extend to the later to occur of (i)
the third anniversary of the commencement of the Class Term, or (ii) the
expiration of the Initial Term.
(d) Upon the expiration of any term, this Agreement shall be
automatically renewed each year for an additional term of one year, unless
notice of termination has been delivered by either party to the other no
less than one year before the beginning of any such additional term.
8. Amendment. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing
signed by the party against which an enforcement of the change, waiver,
discharge or termination is sought.
9. Notices. Notices of any kind to be given hereunder shall be in
writing (including facsimile communication) and shall be duly given if
delivered to the Fund, to its investment adviser and to FAS at the
following addresses: Marketvest Funds, Inc. (Fund), Federated Investors
Tower, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇; Dauphin
Deposit Bank and Trust Company (Adviser), ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Manager of Trust and Financial Services; and
if delivered to FAS at Federated Investors Tower, Pittsburgh, PA 15222-
3779, Attention: President.
10. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court or
regulatory agency decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby. Subject to the provisions of
Section 6, hereof, this Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and shall
be governed by Pennsylvania law; provided, however, that nothing herein
shall be construed in a manner inconsistent with the Investment Company Act
of 1940 or any rule or regulation promulgated by the Securities and
Exchange Commission thereunder.
11. Counterparts. This Agreement may be executed by different parties
on separate counterparts, each of which, when so executed and delivered,
shall be an original, and all such counterparts shall together constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first
above written.
Marketvest Funds, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
[Title] Vice President
Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Secretary
Federated Administrative Services
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
[Title] President
Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Secretary
