Exhibit 23 h (ii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SHAREHOLDER SERVICES AGREEMENT
THIS AGREEMENT made as of September 15, 2000, by and between Stratevest
Funds, a Delaware business trust, on behalf of those investment companies listed
on Exhibit 1, as may be amended from time to time, which have their principal
office and place of business in Pittsburgh, Pennsylvania, and which have
approved this form of Agreement (each a "Fund" and collectively the "Funds") and
The Stratevest Group, N.A., a National Banking Association,
having its principal place of business in Burlington, Vermont ("The Stratevest
Group").
1. The Funds hereby appoint The Stratevest Group to render or cause to be
rendered personal services to shareholders of the Funds and/or the
maintenance of accounts of shareholders of the Funds ("Services"). In
addition to providing Services directly to shareholders of the Funds, The
Stratevest Group is hereby appointed the Funds' agent to select, negotiate
and subcontract for the performance of Services. The Stratevest Group
hereby accepts such appointments. The Stratevest Group agrees to provide or
cause to be provided Services which, in its best judgment (subject to
supervision and control of the Funds' board of trustees ("Board")), are
necessary or desirable for shareholders of the Funds. The Stratevest Group
further agrees to provide the Funds, upon request, a written description of
the Services which The Stratevest Group is providing hereunder.
2. During the term of this Agreement, each Fund will pay The Stratevest Group
and The Stratevest Group agrees to accept as full compensation for its
services rendered hereunder a fee at an annual rate, calculated and
accrued daily and payable monthly, up to 0.25% of 1% of average net assets
of each Fund.
For the payment period in which this Agreement becomes effective or
terminates with respect to any Fund, there shall be an appropriate
proration of the monthly fee on the basis of the number of days that this
Agreement is in effect with respect to such Fund during the month.
3. This Agreement shall continue in effect for one year from the date of its
execution, and thereafter for successive periods of one year only if the
form of this Agreement is approved at least annually by the Board of each
Fund, including a majority of the members of the Fund's Board who are not
interested persons of the Fund ("Independent Board Members") cast in
person at a meeting called for that purpose.
4. Notwithstanding paragraph 3, this Agreement may be terminated as follows:
(a) at any time, without the payment of any penalty, by the vote of a
majority of the Independent Board Members of any Fund or by a vote of
a majority of the outstanding voting securities of any Fund as
defined in the Investment Company Act of 1940 on sixty (60) days'
written notice to the parties to this Agreement;
(b) automatically in the event of the Agreement's assignment as defined in
the Investment Company Act of 1940; and
(c) by any party to the Agreement without cause by giving the other party
at least sixty (60) days' written notice of its intention to
terminate.
5. The Stratevest Group agrees to obtain any taxpayer identification number
certification from each shareholder of the Funds to which it provides
Services that is required under Section 3406 of the Internal Revenue Code,
and any applicable Treasury regulations, and to provide each Fund or its
designee with timely written notice of any failure to obtain such taxpayer
identification number certification in order to enable the implementation
of any required backup withholding.
6. The Stratevest Group shall not be liable for any error of judgment or
mistake of law or for any loss suffered by any 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. The Stratevest Group shall be
entitled to rely on and may act upon advice of counsel (who may be counsel
for such Fund) on all matters, and shall be without liability for any
action reasonably taken or omitted pursuant to such advice. Any person,
even though also an officer, trustee, partner, employee or agent of The
Stratevest Group, who may be or become a member of such Fund's Board,
officer, employee or agent of any Fund, shall be deemed, when rendering
services to such Fund or acting on any business of such Fund (other than
services or business in connection with the duties of The Stratevest Group
hereunder) to be rendering such services to or acting solely for such Fund
and not as an officer, trustee, partner, employee or agent or one under the
control or direction of The Stratevest Group even though paid by The
Stratevest Group.
This Section 6 shall survive termination of this Agreement.
7. This Agreement may be changed, waived, discharged, or terminated only by
an instrument in writing signed by the party against which an enforcement
of the change, waiver, discharge, or termination is sought.
8. The Stratevest Group is expressly put on notice of the limitation of
liability set forth in the Stratevest Funds' declaration of trust and
agrees that the obligations assumed by each Fund pursuant to this
Agreement shall be limited to such Fund and its assets and that The
Stratevest Group shall not seek satisfaction of any such obligations from
such Fund's shareholders, Board, officers, employees, or agents.
9. The execution and delivery of this Agreement have been authorized by the
board of directors of The Stratevest Group and signed by an authorized
officer of The Stratevest Group, acting as such, and neither such
authorization by such directors nor such execution and delivery by such
officer shall be deemed to have been made by any of them individually or to
impose any liability on any of them personally, and the obligations of this
Agreement are not binding upon any of the directors or shareholders of The
Stratevest Group, but bind only the property of The Stratevest Group.
10. Notices hereunder shall be in writing (including facsimile communication)
and shall be duly given if delivered to any Fund at
_________________________, Attention: ______________, and if delivered to
The Stratevest Group at _________________________, Attention:
______________.
11. This Agreement constitutes the entire agreement between the parties hereto
and supersedes any prior agreement with respect to the subject hereof
whether oral or written. 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 Sections 3 and 4 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. 12. 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 together shall constitute one
instrument.
13. This Agreement shall not be assigned by any party without the prior
written consent of The Stratevest Group in the case of assignment by any
Fund, or of the Funds in the case of assignment by The Stratevest Group,
except that any party may assign to a successor all of or a substantial
portion of its business to a party controlling, controlled by, or under
common control with such party. Nothing in this Section 14 shall prevent
The Stratevest Group from delegating its responsibilities to another
entity to the extent provided herein.
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.
Stratevest Funds (listed on Exhibit 1)
By: /S/ BETH S. BRODERICK
--------------------------------
Beth S. Broderick
Vice President
: The Stratevest Group, N.A.
By: /S/ STEVE EDDY
--------------------------------
Steve Eddy
Vice President
