MARKETVEST FUNDS, PRE 14A, 1997-05-29

MARKETVEST FUNDS
PRE 14A, 1997-05-29

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934 (Amendment No.______)

Filed by the Registrant [ XX ] Filed by a Party other than the
Registrant [ ]

Check the appropriate box:

[XX] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12

MARKETVEST FUNDS
(Name of Registrant as Specified In Its Charter)

Federated Investors
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[XX] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.

1. Title of each class of securities to which transaction applies:

2. Aggregate number of securities to which transaction applies:

3. Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was determined):

4. Proposed maximum aggregate value of transaction:

5. Total fee paid:

[ ] Fee paid previously with preliminary proxy materials.

[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:
------------------------------------------------------------

2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------

3) Filing Party:
------------------------------------------------------------

4) Date Filed:
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PRELIMINARY PROXY STATEMENT

MARKETVEST GROUP OF FUNDS

MARKETVEST EQUITY FUND
MARKETVEST SHORT-TERM BOND FUND
MARKETVEST INTERMEDIATE U.S. GOVERNMENT BOND FUND
MARKETVEST INTERNATIONAL EQUITY FUND
MARKETVEST PENNSYLVANIA INTERMEDIATE MUNICIPAL BOND FUND

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 30, 1997

A Special Meeting of the shareholders of Marketvest Equity
Fund, Marketvest Short-Term Bond Fund, and Marketvest Intermediate
U.S. Government Bond Fund, three portfolios of Marketvest Funds, Inc.
(the "Corporation"), and Marketvest International Equity Fund and
Marketvest Pennsylvania Intermediate Municipal Bond Fund, two
portfolios of Marketvest Funds (the "Trust") (the Corporation and
Trust are sometimes referred to collectively herein as the "Company"),
will be held at the Company's principal offices on the 19th Floor of
Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779, on
June 30, 1997, at 10:00 a.m. (Eastern Daylight Savings Time). A form
of Proxy and Proxy Statement for the meeting are furnished together
with this notice. The purpose of the Special Meeting is to consider
and vote on the following matters with respect to the Company:

1. To consider a new Investment Advisory Agreement for each
of the Corporation and the Trust (the "New Advisory Agreements"). The
New Advisory Agreements are required because the pending merger (the
"Merger") of Dauphin Deposit Corporation (the parent company of the
Company's investment adviser) with and into First Maryland Bancorp
("FMB") will cause a legal termination of the existing Investment
Advisory Agreement (the "Present Advisory Agreements") between each of
the Corporation and the Trust and its investment adviser, Dauphin
Deposit Bank and Trust Company ("Dauphin Deposit"). FMB, a subsidiary
of Allied Irish Banks, p.l.c. ("AIB"), will be the surviving
corporation of the Merger. Consummation of the Merger will cause all
existing subsidiaries of Dauphin Deposit Corporation to become
subsidiaries of FMB. Upon consummation of the Merger and approval by
shareholders of the Company of the New Advisory Agreements, Dauphin
Deposit would continue to serve as the Company's investment adviser.
The terms of, and advisory fees payable under, the New Advisory
Agreements are identical to the terms of, and advisory fees payable
under, the Present Advisory Agreements.

2. Such other business as may properly come before the meeting
or any adjournment thereof.

The Board Members have fixed May 29, 1997, as the record date
for determination of shareholders entitled to vote at the meeting.

By Order of the Board Members

Victor R. Siclari
Secretary

June 9, 1997

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PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY
TO AVOID ADDITIONAL EXPENSE.

You can help the Company avoid the necessity and expense of
sending follow-up letters to ensure a quorum by promptly returning the
enclosed Proxy. If you are unable to attend the meeting, please mark,
sign, date and return the enclosed Proxy so that the necessary quorum
may be represented at the Special Meeting. The enclosed envelope
requires no postage if mailed in the United States.

MARKETVEST GROUP OF FUNDS

MARKETVEST EQUITY FUND
MARKETVEST SHORT-TERM BOND FUND
MARKETVEST INTERMEDIATE U.S. GOVERNMENT BOND FUND
MARKETVEST INTERNATIONAL EQUITY FUND
MARKETVEST PENNSYLVANIA INTERMEDIATE MUNICIPAL BOND FUND

Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779

PROXY STATEMENT

The enclosed proxy is solicited on behalf of the Board of
Directors (the "Directors") of Marketvest Funds, Inc. (the
"Corporation") and the Board of Trustees (the "Trustees") (the
Directors and the Trustees are hereafter collectively referred to as
the "Board Members") of Marketvest Funds (the "Trust") (the
Corporation and Trust are sometimes referred to collectively as the
"Company"). The Corporation was incorporated under the laws of the
state of Maryland on October 25, 1995. The Corporation consists of
three portfolios: Marketvest Equity Fund, Marketvest Short-Term Bond
Fund and Marketvest Intermediate U.S. Government Bond Fund. The Trust
was established as a Massachusetts business trust under a Declaration
of Trust dated September 1, 1995. The Trust consists of two
portfolios: Marketvest International Equity Fund and Marketvest
Pennsylvania Intermediate Municipal Bond Fund. Each portfolio of the
Corporation and Trust will be referred to individually as a "Fund" or
collectively as the "Funds."

The proxy is revocable at any time before it is voted by
sending written notice of the revocation to the Funds or by appearing
personally at the Special Meeting of shareholders to be held on June
30, 1997, at 10:00 a.m. (Eastern Daylight Savings Time) (the "Special
Meeting"). Proxy solicitations will be made primarily by mail, but may
also be made by telephone, telegraph, or personal interview conducted
by certain officers or employees of the Company, Dauphin Deposit Bank
and Trust Company (the Company's investment adviser) ("Dauphin
Deposit"), Federated Shareholder Services Company (the Company's
transfer agent), or Federated Administrative Services (the Company's
administrator). In the event that the shareholder signs, dates and
returns the proxy ballot but does not indicate a choice as to the
items on the proxy ballot, the proxy attorneys will vote those shares
in favor of the proposals. The cost of preparing and mailing the
notice of meeting, proxy cards, this proxy statement and any
additional proxy materials has been or will be borne by Dauphin
Deposit and not by the Company.

On May 29, 1997, the following Funds of the Corporation or
Trust had outstanding the following number of shares of common stock
or beneficial interest, respectively (the "Shares"), each Share being
entitled to one vote and fractional shares having proportionate voting
rights. The total outstanding Shares consist of:

Corporation
Marketvest Equity Fund Shares
Marketvest Short-Term Bond Fund Shares
Marketvest Intermediate U.S. Government Bond Fund Shares

Trust
Marketvest International Equity Fund Shares
Marketvest Pennsylvania Intermediate Municipal Bond Fund Shares

Only shareholders of record at the close of business on May
29, 1997, will be entitled to notice of and vote at the Special
Meeting. Shares may be represented in person or by proxy. The Board
Members of the Company propose to mail this proxy statement, the
enclosed notice of meeting and proxy card on or about June 9, 1997.

<PAGE>

Quorum and Voting Requirements

For purposes of determining the presence of a quorum and
counting votes on the matters presented, Shares represented by
abstentions and "broker non-votes" will be counted as present, but not
as votes cast, at the Special Meeting. Under the Investment Company
Act of 1940 (the "1940 Act"), the affirmative vote necessary to
approve the matter under consideration may be determined with
reference to a percentage of votes present at the Special Meeting,
which would have the effect of treating abstentions and non-votes as
if they were votes against the proposal. Shares of each Fund will be
counted as a single group of Shares for purposes of determining the
presence of a quorum and the requisite vote for the approval of the
New Advisory Agreement for each Fund, and each Fund's shareholders
will vote separately on the approval of its respective New Advisory
Agreement. The presence of a quorum for each Fund will be determined
by the presence, in person or by proxy, of one half of its respective
Shares. The approval by shareholders of each Fund of the New Advisory
Agreement will be determined on the basis of a vote of a "majority of
the outstanding voting securities" of the Fund, as defined in and
required by the 1940 Act. This vote requires the lesser of: (A) 67 per
centum or more of the voting securities of the Fund present at such
meeting, if the holders of more than 50 per centum of the outstanding
voting securities of such Fund are present or represented by proxy; or
(B) more than 50 per centum of the outstanding voting securities of
such Fund.

The combined Annual Report for the Funds for the period ended
February 28, 1997 (other than the Marketvest International Equity
Fund, which was not yet in existence) has been previously mailed to
shareholders. If you have not received this Report, or would like to
receive additional copies, free of charge, please write the Company at
the address above or call the Company at 1-800-658-8378, and they will
be sent by first-class mail within three business days.

APPROVAL OR DISAPPROVAL OF THE NEW INVESTMENT ADVISORY AGREEMENTS

Approval of "New Advisory Agreements" with Dauphin Deposit is
being requested because of the pending merger of Dauphin Deposit's
parent, Dauphin Deposit Corporation, with and into First Maryland
Bancorp ("FMB"), a subsidiary of Allied Irish Bank, p.l.c. (the
"Merger"). The terms of, and advisory fees payable under, the New
Advisory Agreements are identical to the terms of, and advisory fees
payable under, the "Present Advisory Agreements" with Dauphin Deposit.
The effectiveness of each New Advisory Agreement is contingent upon
the consummation of the Merger and approval of each Fund's
shareholders.

Here are some of the factors you should consider in
determining whether to approve the New Advisory Agreements:

Dauphin Deposit will continue to serve as the Funds'
investment adviser (only it will do so as a subsidiary of FMB);

The Board Members have been advised that the persons
currently responsible for providing daily investment advice to the
Funds will, assuming approval of the New Advisory Agreements, continue
to do so subsequent to the Merger with no significant changes to their
responsibilities to the Funds;

There will be no change in the investment objectives or
investment policies of the Funds, or in the duties of the investment
adviser as a result of approval of the New Advisory Agreements;

There will be no change in the fees payable by the Funds to
Dauphin Deposit for advisory services as a result of approval of the
New Advisory Agreements;

The Board Members have unanimously approved the New Advisory
Agreements and recommend Fund shareholder approval.

Dauphin Deposit presently serves as the Funds' investment
adviser. It is located at 213 Market Street, Harrisburg, Pennsylvania
17101. The Present Advisory Agreement with the Trust was last approved
by the Board of Trustees of the Trust, including a majority of the
Trustees who are not "interested persons" (as defined in the 1940 Act)
of the Trust, Dauphin Deposit Corporation, or Dauphin Deposit (or
their "affiliates," as defined in the 1940 Act) on September 22, 1995
(on behalf of Marketvest Pennsylvania Intermediate Municipal Bond
Fund) and December 17, 1996 (on behalf of Marketvest International
Equity Fund ("MIEF")).

The Present Advisory Agreement with the Corporation on behalf
of the Marketvest Equity Fund, Marketvest Short-Term Bond Fund, and
Marketvest Intermediate U.S. Government Bond Fund was last approved by
the Board of Directors of the Corporation, including a majority of the
Directors who are not "interested persons" (as defined in the 1940
Act) of the Corporation, Dauphin Deposit Corporation, Dauphin Deposit
(or their "affiliates," as defined in the 1940 Act) on December 4,
1995.

The Present Advisory Agreements are dated January 1, 1996
(except for the Present Advisory Agreement for MIEF, which is dated
January 1, 1997) and were last submitted to a vote of security holders
of all Funds (except MIEF) on February 22, 1996 (March 17, 1997 in the
case of MIEF).

AIB, FMB, and Dauphin Deposit Corporation have entered into
an Agreement and Plan of Merger dated January 21, 1997 (the "Merger
Agreement"). Because the Merger will effect a change in control of
Dauphin Deposit, the Present Advisory Agreement between Dauphin
Deposit and the Trust, and the Present Advisory Agreement between and
Dauphin Deposit and the Corporation, will automatically terminate in
accordance with the terms of each, as required by the 1940 Act. Thus,
approval of the New Advisory Agreement by shareholders of each Fund is
being sought in order to avoid any interruption in the provision of
advisory services to each Fund.

At a meeting held on March 6, 1997, the Directors of the
Corporation and the Trustees of the Trust, (including a majority of
the Directors who are not "interested persons" (as defined in the 1940
Act) of the Corporation, Dauphin Deposit Corporation, Dauphin Deposit,
AIB or FMB (or their "affiliates," as defined in the 1940 Act) (the
"Independent Directors") and a majority of the Trustees who are not
"interested persons" (as defined in the 1940 Act) of the Trust,
Dauphin Deposit Corporation, Dauphin Deposit, AIB or FMB (or their
"affiliates", as defined in the 1940 Act) (the "Independent
Trustees')) considered and approved the New Advisory Agreements with
Dauphin Deposit pursuant to which Dauphin Deposit will continue to act
as investment adviser to each Fund. The terms of, and the advisory
fees payable under, the New Advisory Agreements are identical to those
of the Present Advisory Agreements. The effective date of the New
Advisory Agreements will be the later of (i) approval by shareholders
of the New Advisory Agreements or (ii) the date of the consummation of
the Merger (the "Closing Date"). It is currently expected that the
Closing Date will occur on or after July 1, 1997. Following the
Merger, Dauphin Deposit will continue to be headquartered at 213
Market Street, Harrisburg, Pennsylvania 17101.

Copies of the Present Advisory Agreement for the Trust and
the Corporation appear as Exhibits A and B, respectively, and the
descriptions of such agreements contained herein are qualified in
their entirety by the provisions of such agreements as set forth in
such exhibits.

The terms of, and the advisory fees payable under, the New
Advisory Agreements (which are identical to the Present Advisory
Agreements) provide that Dauphin Deposit, subject to the supervision
of the Board Members, will provide a continuous investment program for
each Fund, including investment research and management with respect
to all securities, investments, cash and cash equivalents in said
Funds. Dauphin Deposit will determine from time to time what
securities and other investments will be purchased, retained or sold
by each of the Funds.

For its services under the Present Advisory Agreements,
Dauphin Deposit is entitled to receive a fee computed and paid daily
at annual rates equal to a percentage of the relevant Fund's average
net assets as follows: the Equity Fund -- 1.00%; the Pennsylvania
Intermediate Municipal Bond Fund, the Short-Term Bond Fund, and the
Intermediate U.S. Government Bond Fund -- 0.75%; and the Marketvest
International Equity Fund -- 0.65%. Such fees may be reduced or waived
by Dauphin Deposit from time to time at its sole discretion.

The Present Advisory Agreements and the New Advisory
Agreements each provide that Dauphin Deposit may, from time to time
and for such periods as it deems appropriate, further reduce its
compensation by voluntarily

<PAGE>

reimbursing certain expenses of the Funds. During the fiscal year
ended February 28, 1997, Dauphin Deposit earned investment advisory
fees from the Funds in the following amounts:

Fund Investment Advisory Fee Paid
<S> <C>
Marketvest Equity Fund $4,011,688*
Marketvest Short-Term Bond Fund $893,616*
Marketvest Intermediate U.S. Government Bond Fund $1,574,330*
Marketvest International Equity Fund $0**
Marketvest Pennsylvania Intermediate Municipal Bond Fund $1,540,764*

</TABLE>

Under a custodian agreement, Dauphin Deposit holds each
Fund's portfolio securities and maintains all necessary records and
documents relating to its duties. The fees paid to Dauphin Deposit for
custody services are based upon the market value of Fund securities
held in custody plus certain securities transaction charges. For the
fiscal year ended February 28, 1997, the Funds paid the following fees
to Dauphin Deposit for custody services: Marketvest Equity Fund --
$43, 715*; Marketvest Pennsylvania Intermediate Municipal Bond Fund --
$36,296*; Marketvest Short-Term Bond Fund -- $20,446*; Marketvest
Intermediate U.S. Government Bond Fund -- $31,951*, and Marketvest
International Equity Fund -- $0**. Whether or not the New Advisory
Agreements are approved, it is anticipated that Dauphin Deposit would
continue to perform these custodian duties and otherwise discharge its
obligations under the custodian agreement.

If approved by shareholders at this Special Meeting, the New
Advisory Agreements will continue for two years from the effective
date, unless earlier terminated, and may be renewed from year to year
thereafter by the Board Members. The New Advisory Agreement may be
terminated by the Trust or Corporation, as applicable, as to a
particular Fund at any time on sixty days' written notice, without the
payment of any penalty, or by Dauphin Deposit on one hundred-twenty
days written notice to the Trust or the Corporation, as applicable.
The New Advisory Agreements may not be assigned and shall terminate
automatically in the event of their "assignment," as defined in the
1940 Act.

Like the Present Advisory Agreements, the New Advisory
Agreements provide that, in the absence of willful misfeasance, bad
faith, gross negligence, or reckless disregard of its obligations or
duties, the investment adviser shall not be liable to the Trust, the
Corporation, or any of the Funds or to any shareholder for any losses
that may be sustained in the purchase, holding or sale of any
security.

The Board Members of the Trust and the Corporation, including
the Independent Directors and the Independent Trustees, have reviewed
and unanimously approved the New Advisory Agreements in person at a
meeting held on March 6, 1997, and have directed that they be
submitted to the shareholders of the Funds for their approval.

- ---------------------
*For the period from April 1, 1996 (date of initial public investment)
to February 28, 1997. **The Fund did not begin operations until April
1, 1997.

<PAGE>

If the New Advisory Agreements are approved by shareholders
of each Fund and the Merger is thereafter consummated, the New
Advisory Agreements will be executed and become effective on the later
of (i) the date of such approval or (ii) the Closing Date. In the
event the Merger is not consummated, the Present Advisory Agreements
will continue in accordance with their terms. In the event the Merger
is consummated and the New Advisory Agreements are not approved by
Fund shareholders, the Board of Members will consider what further
actions should be taken.

Proposed Merger

The Merger Agreement provides for the merger of Dauphin
Deposit Corporation, the parent company of the Funds' present
investment adviser, with and into FMB, with FMB surviving as a
subsidiary of AIB.

Consummation of the Merger is subject to the satisfaction of
certain conditions set forth in the Merger Agreement, including the
receipt of all necessary regulatory approvals. Approval of the Merger
by the shareholders of Dauphin Deposit Corporation was obtained on May
20, 1997. Approval of the Merger by the shareholders of AIB was
obtained on . Shareholders of the Trust and the Corporation are not
being asked to vote on the Merger. Pursuant to its terms, the Merger
Agreement may be terminated and the Merger abandoned at any time prior
to the Closing Date by the mutual consent of the parties or upon the
occurrence of other events specified in the Merger Agreement.
Completion of the Merger will occur as soon as practicable after
satisfaction or waiver of the applicable conditions, which the parties
currently anticipate will be on or after July 1, 1997. However,
consummation of the Merger could be delayed as a result of delays in
obtaining the necessary governmental regulatory and/or other
approvals.

Recommendations of Board Members and Other Information

The Board Members recommend that the shareholders of each
Fund vote FOR the proposed New Advisory Agreements. In making this
recommendation, the Board Members have considered information relating
to Dauphin Deposit's status following the completion of the Merger,
including its capabilities and expertise in serving as investment
adviser to the Trust and the Corporation and have reviewed the terms
of the New Advisory Agreements.

Pursuant to the New Advisory Agreements, Dauphin Deposit will
continue to determine, subject to the supervision of the Board Members
and in accordance with each Fund's investment objective and
restrictions, which securities are to be purchased and sold by a Fund,
and which brokers are to be eligible to execute its portfolio
transactions. As is presently the case, Dauphin Deposit will continue
to generally seek competitive spreads or commissions on behalf of each
of the Funds, the Trust or the Corporation, but may not necessarily
pay the lowest spread or commission available on each transaction.
Allocation of transactions to various dealers will continue to be
determined by Dauphin Deposit in its best judgment and in a manner
deemed fair and reasonable to shareholders. The primary consideration
will continue to be prompt execution of orders in an effective manner
at the most favorable price. Subject to this consideration, dealers
who provide supplemental investment research to Dauphin Deposit may
receive orders for transactions by the Trust or the Corporation.
Information so received will be in addition to and not in lieu of
services required to be performed by Dauphin Deposit and will not
reduce the advisory fees payable to Dauphin Deposit by the Trust or
the Corporation. Such information may be useful to Dauphin Deposit in
serving both the Trust, the Corporation, and other clients and,
conversely, supplemental information obtained by the placement of
business of other clients may be useful to Dauphin Deposit in carrying
out its obligations to the Trust and the Corporation. To the extent
consistent with applicable provisions of the 1940 Act, Rule 17e-1, and
other rules and exemptions adopted by the Securities and Exchange
Commission under the 1940 Act, the Board Members have determined that
orders for transactions in securities or options on behalf of the
Funds may be placed by Dauphin Deposit with broker/dealers affiliated
with Dauphin Deposit, including Hopper Soliday & Co., Inc. ("Hopper
Soliday"). Following consummation of the Merger such orders may also
be placed with broker/dealers affiliated with AIB or FMB. The Funds
may use Hopper Soliday or another affiliated broker in a portfolio
transaction when Dauphin Deposit believes that the affiliated broker's
charge for the transaction does not exceed usual and customary levels
and is likely to result in price and execution at least as favorable
as those of other qualified unaffiliated broker/dealers. Hopper
Soliday may receive a portion of the sales load paid by investors on
shares of the Funds purchased through Hopper Soliday.
(See also "Affiliated Brokerage Transactions" herein.)

In connection with their recommendations to shareholders to
vote for the New Advisory Agreements, the Board Members were advised
by AIB and FMB that the persons currently responsible for providing
daily investment advice to the Trust and the Corporation will remain
employees of Dauphin Deposit following consummation of the Merger, and
no significant changes will be made in their responsibilities to the
Funds. Dauphin Deposit has advised the Board Members that it is unable
currently to predict whether changes will be recommended and/or
implemented by AIB or FMB at some future date which would materially
impact the Trust's or the Corporation's operations. Nevertheless, the
Board Members, including all of the Independent Directors and all of
the Independent Trustees, have recommended that the New Advisory
Agreements be approved by the shareholders of the Trust and the
Corporation.

With regard to the New Advisory Agreements, the 1940 Act
provides that, in connection with the sale of any interest in an
investment adviser which results in the "assignment" of an investment
advisory contract, an investment adviser of a registered investment
company, or an affiliated person of such investment adviser, may
receive any amount or benefit if (i) for a period of three years after
the sale, at least 75% of the members of the Board of
Trustees/Directors of the investment company are not interested
persons of the investment adviser or the predecessor adviser, and (ii)
there is no "unfair burden" imposed on the investment company as a
result of such sale or any express or implied terms, conditions, or
understanding applicable thereto. For this purpose, "unfair burden" is
defined to include any arrangement during the two-year period after
the transaction, whereby the investment adviser or its predecessor or
successor investment advisers, or any interested persons of any such
adviser, receives or is entitled to receive any compensation directly
or indirectly (i) from an person in connection with the purchase or
sale of securities or other property to, from or on behalf of the
investment company other than bona fide ordinary compensation as
principal underwriter for such company, or (ii) from the investment
company or its security holders for other than bona fide investment
advisory or other services. This provision of the 1940 Act was enacted
by Congress in 1975 to make it clear that an investment adviser (or an
affiliated person of the adviser) can realize a profit on the sale of
the adviser's business subject to the two safeguards described above.
In accordance with the safeguards imposed by the 1940 Act, at least
75% of the members of the Board of Trustees of the Trust and at least
75% of the Members of the Board of Directors of the Corporation
currently are not comprised of interested persons of Dauphin Deposit
Corporation, Dauphin Deposit, AIB or FMB. Further, for at least three
years after the Merger, the Board Members must continue to meet this
composition percentage in order for Dauphin Deposit, as a subsidiary
of FMB, to continue to serve as investment adviser to the Funds.
Finally, the Board Members have received written assurances from
Dauphin Deposit and FMB Trust, a national trust company and a
subsidiary of the First National Bank of Maryland (which is a
subsidiary of FMB), that no "unfair burden" will be imposed on the
Trust or the Corporation as a result of the proposed transaction.

THE BOARD MEMBERS UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS
APPROVE THE NEW ADVISORY AGREEMENTS.

- ---------------

INFORMATION ABOUT DAUPHIN DEPOSIT CORPORATION AND DAUPHIN DEPOSIT BANK AND
TRUST COMPANY

Dauphin Deposit Corporation

Dauphin Deposit Corporation is a bank holding company
incorporated under the laws of the Commonwealth of Pennsylvania in
1974 and is registered as a bank holding company under the Bank
Holding Company Act of 1956, as amended ("BHCA"). At December 31,
1996, Dauphin had consolidated total assets of $5.9 billion, total
deposits of $4.0 billion and total shareholders' equity of $570
million. Dauphin Deposit Corporation's wholly-owned banking subsidiary
is Dauphin Deposit, which includes the Bank of Pennsylvania,
Valleybank and Farmers Bank divisions, through which Dauphin Deposit
Corporation provides banking services. Dauphin Deposit is engaged in
commercial and retail banking and trust business, including the taking
of time and regular savings and demand deposits, the making of
commercial and consumer loans and mortgage loans, the provision of
credit cards, safe deposit services and the performance of personal,
corporate and pension trust services. Auxiliary services such as cash
management are provided to commercial customers. Dauphin Deposit is a
Pennsylvania chartered bank and trust company and a member of the
Federal Reserve System.

In addition to its banking subsidiary, Dauphin Deposit
Corporation owns several non-bank subsidiaries, including Hopper
Soliday, Eastern Mortgage Services, Inc. ("EMS") and Dauphin Life
Insurance Company ("Dauphin Life"). Hopper Soliday, a registered
broker-dealer, engages in municipal finance, institutional sales,
financial advisory and other general securities business permitted for
bank holding companies and their non-bank subsidiaries. EMS, a full
service mortgage banking company, originates, services and sells first
and second residential mortgage loans. Dauphin Life reinsures credit
life, health an accident insurance directly related to extensions of
credit by Dauphin Deposit.

The principal executive offices of Dauphin Deposit
Corporation are located at 213 Market Street, Harrisburg, Pennsylvania
17101-2132, and its telephone number is (717) 255-2121.

Dauphin Deposit Bank and Trust Company

As noted, Dauphin Deposit is a wholly-owned subsidiary of
Dauphin Deposit Corporation, a bank holding company. Pursuant to an
investment advisory contract with the Trust and the Corporation,
investment decisions for the Funds are made by Dauphin Deposit,
subject to supervision by the Board Members. Dauphin Deposit
continually conducts investment research and supervision for the Funds
including underlying fund analysis, selection, and ongoing monitoring,
and is responsible for the direct purchase or sale of portfolio
instruments, for which it receives an annual advisory fee from the
assets of the Fund.
Dauphin Deposit, and its divisions, Bank of Pennsylvania,
Valleybank, and Farmers Bank, provide banking services through over
100 branch offices located in a nine county area in south central
Pennsylvania with regional headquarters in Harrisburg, Hanover, and
Reading, Pennsylvania. Among the services offered to clients are
commercial and consumer lending, time and regular savings and demand
deposits, cash management, credit cards, and personal, corporate, and
pension trust services. Mortgage lending is provided through its
affiliate, Eastern Mortgage Services, Inc. As of December 31, 1996,
Dauphin Deposit had assets in excess of $5 billion.
Dauphin Deposit's Trust and Financial Services Group provides
individuals, businesses, and municipalities with investment,
custodial, and trust services. As of December 31, 1996, the Trust and
Financial Services Group had in excess of $2 billion under active
management.

The principal executive offices of Dauphin Deposit are
located at 213 Market Street, Harrisburg, Pennsylvania 17101-2132, and
its telephone number is (717) 255-2121.

The principal executive officers and directors of
Dauphin Deposit (prior to the Merger) are set forth in the following
tables. Unless otherwise noted, the position listed under other
substantial business, profession, vocation, or employment is with
Dauphin Deposit.

<PAGE>

Other Substantial
Position with Business, Profession,
Name the Adviser Vocation or Employment

Christopher R. Jennings Chairman of the Chairman of the Board
Board, CEO, and and CEO, Dauphin
Director Deposit Corporation

Paul B. Shannon President, Chief Credit
Policy Officer, and
Director

Dennis L. Dinger Senior Executive Vice
President, Chief Fiscal
and Administrative Officer
and Assistant Treasurer

Richard B. Brokenshire Executive Vice President
and COO

Rick A. Gold Executive Vice President,
Manager-Trust and Financial
Services

Lawrence J. LaMaina, Jr. President-Southern Vice Chairman, Dauphin
Division, Executive Deposit Corporation
Vice President-DDB,
and Director

Stewart P. McEntee Executive Vice President
and Chief Marketing
Officer

Leon S. Myers Executive Vice President

Donald. H. Ross Executive Vice President
and Deputy Director of
Community Banking

Robert A. Rupel President-Eastern Division
and Executive Vice
President-DDB

Kenneth H. Sallade Executive Vice President and
Chief Investment Officer

Michael D. Zarcone President-Central Division
and Executive Vice
President-DDB

George W. King Executive Vice President,
Corporate Counsel, and
Secretary

<PAGE>

Other Substantial
Position with Business, Profession,
Name the Adviser Vocation or Employment

Claire D. Flemming Senior Vice President and
Corporate Secretary

Joseph T. Lysczek, Jr. Senior Vice President and
Treasurer

Jackie Rothchild Senior Vice President and
Deputy Director of Comunity
Banking

James J. Trupp, Jr. Senior Vice President and
General Auditor

J. Edward Beck, Jr. Director President, Bitreck
Corp.

John R. Buchart Director Retired Chairman of the
Board, H.G. Rotz Associates, Inc.

James O. Green Director Retired Chairman of the
Board, Green's Dairy,
Inc.

Alfred G. Hemmerich Director Retired President,
Green Hills Management Company

Lee H. Javitch Director Private Investor,
Former Chairman of the
Board, Giant Food
Stores, Inc.

Richard E. Jordan, II Director Chairman of the Board,
L.B. Smith, Inc.

William T. Kirchhoff Director Executive Vice President, Cleveland
Brothers Equipment Company, Inc.

Andrew Maier, II Director President, Maier's
Bakery

Robert F. Nation Director President, Penn Harris
Company

Elmer E. Naugle Director Retired Fiscal Officer, Shippensburg University

<PAGE>

Other Substantial
Position with Business, Profession,
Name the Adviser Vocation or Employment

Walter F. Raab Director Chairman of the
Executive Committee of
the Board of Directors,
AMP Incorporated

Paul C. Raub Director Chairman of the Board,
York Corrugating Co.

Henry W. Rhoads, Esq. Director Rhoads & Sinon, Attorneys

Jean D. Seibert Director Partner, Wion, Zulli &
Seibert, Attorneys

L. Andrew Zausner, Esq. Director Partner, Dickstein
Shapiro Morin &
Oshinsky LLP

To the best of Dauphin Deposit's knowledge, the following
tables set forth the principal executive officers and directors of
Dauphin Deposit after consummation of the Merger. Unless otherwise
noted, the position listed under other substantial business,
profession, vocation, or employment is with Dauphin Deposit.

Other Substantial
Position with Business, Profession,
Name the Adviser Vocation or Employment

INFORMATION ABOUT AIB AND FMB

AIB is an Irish banking corporation whose securities are
traded on the Irish Stock Exchange, London Stock Exchange, and the New
York Stock Exchange. AIB is a registered bank holding company under
the BHCA, and, based upon total assets at December 31, 1996, is the
largest banking corporation organized under the laws of Ireland. At
December 31, 1996, AIB and its subsidiaries had total assets of
approximately $43.9 billion. AIB and its subsidiaries provide a full
range of banking, financial and related services principally in
Ireland, the United States and United Kingdom.

AIB, in Ireland and Northern Ireland, provides branch banking
services to customers through its distribution network of over 400
branches and offices, in excess of 500 automatic teller machines, and
24-hour telephone access service. In Ireland, branch banking services
are provided to all customer segments, including individuals, small
and medium sized commercial customers, farmers and large corporations.
Through its network of branches, which operates as AIB Bank in Ireland
and as First Trust Bank in Northern Ireland, AIB provides a variety of
savings and deposit accounts, loan and overdrafts, home loans and
endowment mortgages, home improvement loans, Visa credit cards, a
revolving credit facility in association with Master-Card, and a full
range of foreign exchange facilities.

In Great Britain, AIB provides a full range of core banking
services to personal and business customers. Services include a full
range of current account, overdraft and loan facilities, mortgages,
personal lending, deposit and investment services, all on competitive
terms with the other banks in the United Kingdom. AIB supports small
and medium sized companies offering specialized services in defined
sectors such as healthcare, professional practices, retail,
construction/property and leisure. Services provided include foreign
and trade services with a particular focus on trade with Ireland,
Great Britain's fifth largest trading partner. AIB's corporate banking
units support the branch network in its larger transactions, service a
client base of medium-sized United Kingdom corporate businesses, and
has specialized skills in several industries including housing,
universities and local government.

A full banking, trust service and fund management service is
offered in Jersey (Channel Islands) through a wholly-owned subsidiary,
AIB (CI) Limited, and in the Isle of Man through a wholly-owned
subsidiary, AIB Bank (Isle of Man) Limited.

AIB also holds a 45.7% interest in Wielkopolski Bank
Kredytowy S.A. ("WBK"), a leading commercial and regional bank based
in Poznan in western Poland. On April 10, 1997, AIB announced its
intention to bid for the remaining outstanding shares of WBK. While
AIB's bid is expected to be below the current market price, the
European Bank for Reconstruction and Development must tender its
remaining 14.5% holding in WBK pursuant to the terms of an option
agreement entered into with AIB in 1995.

The Capital Markets division provides AIB's Treasury,
International, Investment and Corporate Banking services through three
main business units.

Treasury & International manages AIB's liquidity and funding
requirements as well as its interest and exchange rate exposures on a
global basis. In addition, Treasury is responsible for proprietary
trading activities and for providing a wide range of treasury and risk
management services to AIB's corporate, commercial and retail
customers. International banking activities include import and export
financial services.

Investment Banking provides a comprehensive range of
investment banking services including discretionary investment
management, corporate finance, brokerage, international cross-border
finance and custodial trustee and fund administration services.

Corporate Banking provides a fully integrated,
relationship-based banking service to top-tier companies, both
domestic and international, finance institutions and Irish commercial
state companies.

In addition to its main base at Dublin's International
Service Centre, the Capital Markets division has a representative
office in Frankfurt and branches in London, New York and Singapore.

AIB Group holds an 86.1% interest in AIB Asset Management
Holdings Limited, the holding company for AIB's investment and unit
trust management operations which include John Govett Group, AIB
Investment Managers Limited and AIB Fund Management Limited. The
combined operation makes AIB Ireland's largest fund manager with
IR(pound)13.9 billion (Irish pounds) of funds under management.

As part of its operations, AIB regularly evaluates the
potential acquisition of, and holds discussions with, various
financial institutions and other businesses, including businesses
located outside the United States. As a general rule, AIB publicly
announces acquisitions when a definitive agreement has been reached.

The principal executive offices of AIB are located at
Bankcentre, Ballsbrigde, Dublin 4, Ireland, and its telephone number
is (011) 353-1-660-0311.

First Maryland Bancorp

FMB, a Maryland corporation incorporated in 1973, is
registered as a bank holding company under the BHCA and is a
subsidiary of AIB. AIB owns 100% of the outstanding common stock of
FMB and controls approximately 99% of the outstanding voting power of
FMB. At December 31, 1996, FMB had consolidated total assets of $10.8
billion, total deposits of $7.5 billion and total shareholders' equity
of $1.2 billion.

AIB acquired an initial 43% interest in FMB pursuant to the
terms of an agreement with FMB dated March 7, 1983. Between 1983 and
1987, and in accordance with the terms of the agreement, AIB increased
its interest in FMB such that, as of December 31, 1988, AIB's interest
in FMB amounted to 49.7%. In March 1989, AIB completed the acquisition
of all the remaining common stock of FMB.

FMB's principal subsidiaries are The First National Bank of
Maryland, First Omni Bank N.A. and The York Bank and Trust Company.
Through its subsidiaries, FMB provides comprehensive corporate,
commercial, correspondent and retail banking services, personal and
corporate trust services and related financial products and services
to individuals, businesses, governmental units and financial
institutions primarily in Maryland and the adjacent areas, including
south central Pennsylvania and the District of Columbia. At December
31, 1996, FMB operated 195 branch banking centers, 278 automatic
teller machines and employed approximately 4,824 people.

On December 31, 1991, FMB acquired The York Bank and Trust
Company, a state-chartered commercial bank in York, Pennsylvania.
During 1996, FMB completed the acquisition of 1st Washington Bancorp,
Inc., a savings and loan holding company headquartered in Herndon,
Virginia, with 17 offices in the District of Columbia and surrounding
portions of northern Virginia and Maryland. The acquisition was
completed on July 15, 1996 and the operations were merged into and now
operate as part of The First National Bank of Maryland.

The principal executive offices of FMB are located at 25
South Charles Street, Baltimore, Maryland 21201, and its telephone
number is (410) 347-6000.

AFFILIATED BROKERAGE TRANSACTIONS
Hopper Soliday and Co., Inc. is headquartered in Lancaster,
Pennsylvania, and is a wholly-owned subsidiary of Dauphin Deposit
Corporation. Hopper Soliday's services generally include municipal
finance, investment banking, securities underwriting, market making,
institutional sales, retail brokerage, and other general securities
businesses permitted for bank holding companies and their non-bank
subsidiaries. Hopper Soliday is a registered broker/dealer and an
affiliate of Dauphin Deposit. As such, Dauphin Deposit is permitted
under certain limited circumstances to use Hopper Soliday as a broker
to execute portfolio transactions on behalf of the Funds. Investors
may also purchase Shares of the Funds through Hopper Soliday.
Subsequent to the Merger, Dauphin Deposit may continue to use Hopper
Soliday as a broker to execute portfolio transactions on behalf of the
Funds, and investors may continue to purchase Shares of the Funds
through Hopper Soliday. During the fiscal year ended February 28,
1997, Hopper Soliday received $3,590 in commissions on brokerage
transactions from the Funds. These brokerage commissions were paid by
the Marketvest Equity Fund and represent 2.3% of the aggregate
brokerage commissions paid by that fund, and 3.2% of the aggregate
dollar amount of transactions involving the payment of brokerage
commissions.

OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY

Neither the Trust nor the Corporation is required, and does
not intend, to hold annual meetings of shareholders. Shareholders
wishing to submit proposals for consideration for inclusion in a proxy
statement for the next meeting of shareholders should send their
written proposals to the Company, at Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779, so that they are received within
a reasonable time before any such meeting.

While the Special Meeting is called to act upon any other
business that may properly come before it, at the date of this proxy
statement the only business which the management intends to present or
knows that others will present is the business mentioned in the Notice
of Meeting. If any other matters lawfully come before the Special
Meeting, and in all procedural matters at said Special Meeting, it is
the intention that the enclosed proxy shall be voted in accordance
with the best judgment of the attorneys named therein, or their
substitutes, present and acting at the Special Meeting.

If, at the time any session of the Special Meeting is called
to order, a quorum is not present in person or by proxy, the persons
named as proxies may vote those proxies which have been received to
adjourn the Special Meeting to a later date. In the event that a
quorum is present but sufficient votes in favor of the proposals have
not been received, the persons named as proxies may propose one or
more adjournments of the Special Meeting to permit further
solicitation of proxies with respect to such proposals. All such
adjournments will require a majority vote of the Shares of the
Corporation and a plurality vote of the Shares of the Trust present in
person or by proxy at the session of the Special Meeting to be
adjourned. The persons named as proxies will vote those proxies which
they are entitled to vote in favor of the proposal, in favor of such
adjournment, will vote those proxies required to be voted against the
proposal, against any such adjournment, and will abstain from voting
those proxies which are required to abstain from voting on such
proposal.

The following list indicates the beneficial ownership of the
only shareholders who, to the best knowledge of the Company, are the
beneficial owner of more than 5% of the outstanding Shares of the
noted Fund as of the record date of May 29, 1997.

Marketvest Equity Fund

Donald & Company, as nominee for Dauphin Deposit Bank and Trust
Company, Harrisburg, Pennsylvania, owned approximately _________
Shares (_____%); and Greenco, as nominee for Dauphin Deposit Bank and
Trust Company, Harrisburg, Pennsylvania, owned approximately _________
Shares (_____%).

Marketvest Short-Term Bond Fund

Marketvest Intermediate U.S. Government Bond Fund

Marketvest International Equity Fund

_________ owned approximately _________ Shares (_____%).

Marketvest Pennsylvania Intermediate Municipal Bond Fund

Donald & Company, as nominee for Dauphin Deposit Bank and Trust
Company, Harrisburg, Pennsylvania, owned approximately _________
Shares (_____%).

As of May 29, 1997, officers and Board Members as a group owned less
than 1% of a Fund's outstanding Shares.

<PAGE>

INFORMATION ABOUT THE COMPANY'S SERVICE PROVIDERS

The Company's administrator is Federated Administrative
Services ("FAS"), Federated Investors Tower, 1001 Liberty Avenue,
Pittsburgh, Pennsylvania 15222-3779. Edgewood Services, Inc.
("Edgewood"), Clearing Operations, P.O. Box 897, Pittsburgh, PA
15230-0897, is the principal distributor for shares of the Funds.
Federated Services Company is the Company's fund accountant and
Federated Shareholder Services Company is the Company's transfer
agent. FAS, Edgewood, Federated Services Company and Federated
Shareholder Services Company are subsidiaries of Federated Investors.
The following persons are officers of the Company and may be deemed to
have an interest in the above service providers by virtue of their
status as employees and/or executive officers of Federated Investors
or its subsidiaries:

Name Position with Company
Edward C. Gonzales Chairman, President, Treasurer, and Director/Trustee
Jeffrey W. Sterling Vice President and Assistant Treasurer
Victor R. Siclari Secretary
C. Todd Gibson Assistant Secretary
Timothy S. Johnson Assistant Secretary

If you do not expect to attend the Special Meeting, please
sign your proxy card promptly and return it in the enclosed envelope
to avoid unnecessary expense and delay. No postage is necessary.

By Order of the Board Members

Victor R. Siclari
Secretary

June 9, 1997

<PAGE>

- ------------------------
A-21
EXHIBIT A TO THE PROXY STATEMENT

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 off 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 N-8A, N-1A, 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.

<PAGE>

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

/s/ George W. King By:/s/ Rick A. Gold
Secretary Executive Vice President

Attest: Marketvest Funds

/s/ S. Elliott Cohan By:/s/ Jeffrey W. Sterling
Assistant Secretary Vice President

<PAGE>

EXHIBIT B
to the
Investment Advisory Contract

Marketvest International Equity 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 .65 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
.65 of 1% applied to the daily net assets of the Fund.

The advisory fee so accrued shall be paid to Adviser monthly.

Witness the due execution hereof this 1st day of January,
1997.

Attest: Dauphin Deposit Bank and Trust Company

/s/ Bernard V. Kelly, Jr. By: /s/ Rick A. Gold
Assistant Secretary Executive Vice President

Attest: Marketvest Funds

/s/ Victor R. Siclari By: /s/ Jeffrey W. Sterling
Secretary Vice President

<PAGE>

EXHIBIT B TO THE PROXY STATEMENT

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 N-8A,
N-1A, 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.

<PAGE>

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

/s/ George W. King By:/s/ Rick A. Gold
Secretary Executive Vice President

Attest: Marketvest Funds, Inc.

/s/ S. Elliott Cohan By:/s/ Jeffrey W. Sterling
Assistant Secretary Vice President

<PAGE>

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.

Witness the due execution hereof this 1st day of January,
1996.

Attest: Dauphin Deposit Bank and Trust Company

/s/ George W. King By: /s/ Rick A. Gold
Secretary Executive Vice President

Attest: Marketvest Funds, Inc.

/s/ S. Elliott Cohan By: /s/ Jeffrey W. Sterling
Assistant Secretary Vice President

<PAGE>

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.

Witness the due execution hereof this 1st day of January,
1996.

Attest: Dauphin Deposit Bank and Trust Company

/s/ George W. King By: Rick A. Gold
Secretary Executive Vice President

Attest: Marketvest Funds, Inc.

/s/ S. Elliott Cohan By:/s/ Jeffrey W. Sterling
Assistant Secretary Vice President

[LOGO]
[Account Number]
MARKETVEST SHORT-TERM BOND FUND

Proxy for Special Meeting of Shareholders - June 30, 1997

The undersigned hereby appoints Victor R. Siclari, Patricia
F. Conner, Stephen R. Newcamp, Leanne C. O'Brien and Jody L. Petras as
proxies to vote and act at the Special Meeting of Shareholders of the
Marketvest Short-Term Bond Fund (the "Fund"), a portfolio of
Marketvest Funds, Inc. (the "Corporation"), to be held at the
Corporation's principal office, Federated Investors Tower, 19th Floor,
1001 Liberty Avenue, Pittsburgh, PA 15222-3779 at 10:00 a.m. on June
30, 1997 and at all adjournments thereof, in respect of all Shares of
the Fund as to which the undersigned may be entitled to vote or act.
Each proxy shall have power of substitution and a majority of said
proxies or their substitutes, or any one if only one be present and
acting, shall have all powers hereby granted.

The proxies are hereby authorized and instructed to vote upon
the matters specified in the notice of meeting as set forth on this
side of this proxy. If no choice is indicated as to a proposal, the
proxies shall vote FOR such proposal. Each of the matters is proposed
by the Fund, and none of the matters are related to or conditioned on
the approval of any other matter, except as noted. The proxies may
vote in their discretion on any other matter which may properly come
before the meeting.

Please sign and return.

The proxies are hereby instructed to vote as specified.

NOTE: Signature(s) should agree with name(s) as printed hereon.
All joint owners should sign. Fiduciaries please indicate their
titles. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD MEMBERS OF THE
FUND. Please sign and return promptly in the enclosed envelope.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS.
KEEP THIS PORTION FOR YOUR RECORDS

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
MARKETVEST SHORT-TERM BOND FUND

Vote on Proposals

Approval of New Investment Advisory Agreement
(1) Proposal to approve a New Investment Advisory Agreement on behalf
of the Fund between the Corporation and Dauphin Deposit Bank and Trust
Company
("Dauphin Deposit"), the terms and fees of which are identical to the
existing investment advisory agreement between the Corporation and
Dauphin Deposit, subject to and effective upon the consummation of the
acquisition of Dauphin Deposit
Corporation by First Maryland Bancorp. FOR AGAINST ABSTAIN
--- --- ---

(2) Transaction of such other business as FOR AGAINST ABSTAIN
may properly come before the meeting or ___ ___ ___
any adjournment thereof.

x_________________________________ _______ x________________________ _______
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date

<PAGE>

[LOGO]
[Account Number]
MARKETVEST EQUITY FUND

Proxy for Special Meeting of Shareholders - June 30, 1997

The undersigned hereby appoints Victor R. Siclari, Patricia
F. Conner, Stephen R. Newcamp, Leanne C. O'Brien and Jody L. Petras as
proxies to vote and act at the Special Meeting of Shareholders of the
Marketvest Equity Fund (the "Fund"), a portfolio of Marketvest Funds,
Inc. (the "Corporation"), to be held at the Corporation's principal
office, Federated Investors Tower, 19th Floor, 1001 Liberty Avenue,
Pittsburgh, PA 15222-3779 at 10:00 a.m. on June 30, 1997 and at all
adjournments thereof, in respect of all Shares of the Fund as to which
the undersigned may be entitled to vote or act. Each proxy shall have
power of substitution and a majority of said proxies or their
substitutes, or any one if only one be present and acting, shall have
all powers hereby granted.

Please sign and return.

The proxies are hereby instructed to vote as specified.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS.
KEEP THIS PORTION FOR YOUR RECORDS

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
MARKETVEST EQUITY FUND

Vote on Proposals

(2) Transaction of such other business as FOR AGAINST ABSTAIN
may properly come before the meeting or ___ ___ ___
any adjournment thereof.

x_________________________________ _______ x________________________ _______
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date

<PAGE>

[LOGO]
[Account Number]
MARKETVEST INTERMEDIATE U.S. GOVERNMENT BOND FUND

Proxy for Special Meeting of Shareholders - June 30, 1997

The undersigned hereby appoints Victor R. Siclari, Patricia
F. Conner, Stephen R. Newcamp, Leanne C. O'Brien and Jody L. Petras as
proxies to vote and act at the Special Meeting of Shareholders of the
Marketvest Intermediate U.S. Government Bond Fund (the "Fund"), a
portfolio of Marketvest Funds, Inc. (the "Corporation"), to be held at
the Corporation's principal office, Federated Investors Tower, 19th
Floor, 1001 Liberty Avenue, Pittsburgh, PA 15222-3779 at 10:00 a.m. on
June 30, 1997 and at all adjournments thereof, in respect of all
Shares of the Fund as to which the undersigned may be entitled to vote
or act. Each proxy shall have power of substitution and a majority of
said proxies or their substitutes, or any one if only one be present
and acting, shall have all powers hereby granted.

Please sign and return.

The proxies are hereby instructed to vote as specified.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS.
KEEP THIS PORTION FOR YOUR RECORDS

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
MARKETVEST INTERMEDIATE U.S. GOVERNMENT BOND FUND

Vote on Proposals

(2) Transaction of such other business as FOR AGAINST ABSTAIN
may properly come before the meeting or ___ ___ ___
any adjournment thereof.

x_________________________________ _______ x________________________ _______
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date

[LOGO]
[Account Number]
MARKETVEST INTERNATIONAL EQUITY FUND

Proxy for Special Meeting of Shareholders - June 30, 1997

The undersigned hereby appoints Victor R. Siclari, Patricia
F. Conner, Stephen R. Newcamp, Leanne C. O'Brien and Jody L. Petras as
proxies to vote and act at the Special Meeting of Shareholders of the
Marketvest International Equity Fund (the "Fund"), a portfolio of
Marketvest Funds (the "Trust"), to be held at the Trust's principal
office, Federated Investors Tower, 19th Floor, 1001 Liberty Avenue,
Pittsburgh, PA 15222-3779 at 10:00 a.m. on June 30, 1997 and at all
adjournments thereof, in respect of all Shares of the Fund as to which
the undersigned may be entitled to vote or act. Each proxy shall have
power of substitution and a majority of said proxies or their
substitutes, or any one if only one be present and acting, shall have
all powers hereby granted.

Please sign and return.

The proxies are hereby instructed to vote as specified.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS.
KEEP THIS PORTION FOR YOUR RECORDS

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
MARKETVEST INTERNATIONAL EQUITY FUND FUND

Vote on Proposals

Approval of New Investment Advisory Agreement (1) Proposal to approve
a New Investment Advisory Agreement on behalf of the Fund between the
Trust and Dauphin Deposit Bank and Trust Company ("Dauphin Deposit"),
the terms and fees of which are identical to the existing investment
advisory agreement between the Trust and Dauphin Deposit, subject to
and effective upon the consummation of the acquisition of Dauphin
Deposit
Corporation by First Maryland Bancorp. FOR AGAINST ABSTAIN
--- --- ---

(2) Transaction of such other business as FOR AGAINST ABSTAIN
may properly come before the meeting or ___ ___ ___
any adjournment thereof.

x_________________________________ _______ x________________________ _______
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date

<PAGE>

[LOGO]
[Account Number]
MARKETVEST PENNSYLVANIA INTERMEDIATE MUNICIPAL BOND FUND

Proxy for Special Meeting of Shareholders - June 30, 1997

The undersigned hereby appoints Victor R. Siclari, Patricia
F. Conner, Stephen R. Newcamp, Leanne C. O'Brien and Jody L. Petras as
proxies to vote and act at the Special Meeting of Shareholders of the
Marketvest Pennsylvania Intermediate Municipal Bond Fund (the "Fund"),
a portfolio of Marketvest Funds (the "Trust"), to be held at the
Trust's principal office, Federated Investors Tower, 19th Floor, 1001
Liberty Avenue, Pittsburgh, PA 15222-3779 at 10:00 a.m. on June 30,
1997 and at all adjournments thereof, in respect of all Shares of the
Fund as to which the undersigned may be entitled to vote or act. Each
proxy shall have power of substitution and a majority of said proxies
or their substitutes, or any one if only one be present and acting,
shall have all powers hereby granted.

Please sign and return.

The proxies are hereby instructed to vote as specified.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS.
KEEP THIS PORTION FOR YOUR RECORDS

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
MARKETVEST PENNSYLVANIA INTERMEDIATE MUNICIPAL BOND FUND

Vote on Proposals

(2) Transaction of such other business as FOR AGAINST ABSTAIN
may properly come before the meeting or ___ ___ ___
any adjournment thereof.

x_________________________________ _______ x________________________ _______
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date