Exhibit d(iv) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
INDEPENDENCE ONE MUTUAL FUNDS
SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made between Independence One Capital Management
Corporation, a registered investment adviser (hereinafter referred to as
"Adviser") and ABN AMRO Asset Management (USA), LLC, located in Chicago,
Illinois (hereinafter referred to as the "Sub-Adviser").
WITNESSETH:
That the parties hereto, intending to be legally bound, hereby agree
as follows:
1. Notice of Advice. Pursuant to its Investment Advisory Contract
with the Independence One Mutual Funds ("Trust"), and subject to the
direction of the Trustees of the Trust ("Trustees"), the Adviser has been
retained to provide investment advisory services to the Independence One
International Equity Fund, a portfolio of the Trust ("Fund"). Interests
in the Fund may be offered in one or more classes of shares ("Classes").
Pursuant to Paragraph 8 of the Investment Advisory Contract, Adviser
wishes to retain Sub-Adviser to provide, and Sub-Adviser agrees to
furnish, a continuous investment program for the Fund, including
investment research and management with respect to all securities and
investments in the Fund, other than assets retained by the Advisor in its
discretion. The Sub-Adviser will determine from time to time what
securities and other investments will be purchased, retained, or sold by
the Fund. The Sub-Adviser will provide the services rendered by it
hereunder subject to the direction of the Trustees and the Adviser, and in
conformity with: The Fund's investment objective(s) and policies as
stated in the Fund's then-current Registration Statement on Form N-1A; all
applicable Rules and Regulations of the US Securities and Exchange
Commission; and the Securities Act of 1933, the Investment Company Act of
1940, and the Investment Advisers Act of 1940, all as amended. In
connection with its services to the Fund, Sub-Adviser will submit for the
Adviser's approval a written description of the Sub-Adviser's investment
philosophy and process, performance objective and benchmark, investment
guidelines, and listing of reports to be provided, all as may be adjusted
from time to time. Sub-Adviser acknowledges that Adviser will retain
direct responsibilities for: investment research and management with
respect to the U.S. dollar-denominated cash and cash equivalents in the
Fund; the selection and compensation of the Sub-Adviser; the review of all
purchases and sales of portfolio instruments made by the Fund to assess
compliance with its stated investment objective and policies; the
monitoring of the selection of brokers and dealers effecting transactions
on behalf of the Fund; the maintenance and furnishing of all required
records or reports pertaining to the Fund to the extent those records or
reports are not maintained or furnished by the Sub-Adviser or other agents
employed by the Fund.
2. Representations of Sub-Adviser. Sub-Adviser hereby represents
to Adviser that it is duly registered as an investment adviser with (a)
the United States Securities and Exchange Commission pursuant to the
Investment Advisers Act of 1940, and (b) any state authorities with which
such registration is necessary in order to lawfully provide services
pursuant to this Agreement. Sub-Adviser hereby agrees to maintain such
registrations in effect for so long as it continues to provide services
pursuant to this Agreement and to notify Adviser immediately upon
termination or revocation of any such registration during such period.
3. Brokerage. Sub-Adviser may place orders for the execution of
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transactions with or through such broker-dealers (including floor brokers)
or banks as Sub-Adviser may select, subject to the Adviser's review. Any
accounts opened with such broker-dealers or banks shall be in the name of
the Fund.
4. Records and Confirms. Sub-Adviser will send Adviser a record of
the investments and positions of Fund as soon as reasonably possible after
the end of each quarterly period. Copies of confirmations of transactions
executed for the Fund will be sent by the broker-dealers executing the
transactions promptly to the custodian for the Fund and the Sub-Adviser,
if the custodian is other than the broker-dealer. Otherwise, copies of
confirmations of transactions executed will be sent by the broker-dealers
executing the transactions to Sub-Adviser and the Fund. Sub-Adviser does
not assume responsibility for the accuracy of information furnished by
Adviser or any other party.
5. Confidentiality. All information and advice furnished by either
party hereto to the other shall be treated as confidential and shall not
be disclosed to third parties, unless generally known or otherwise
publicly available, and except as required by regulatory agencies or
otherwise by law.
6. Other Clients. Sub-Adviser acts as adviser to other clients and
may give advice, and take action, with respect to any of those which may
differ from the advice given, or the timing or nature of action taken,
with respect to the Fund. Sub-Adviser shall have no obligation to
purchase or sell for the Fund, or to recommend for purchase or sale by the
Fund, any security which Sub-Adviser, its principals, affiliates or
employees may purchase or sell for themselves or for any other clients.
Except as otherwise required by law, Sub-Adviser shall not make any
information about the accounts of its clients available to Adviser or the
Fund.
Adviser recognizes that transactions in a specific security or
securities may not be accomplished for all client accounts at the same
time or at the same price.
In the performance of Sub-Adviser's services hereunder, Sub-Adviser
shall not be liable for any failure to recommend or effect any purchase or
sale, or other investment or trading strategy on the basis of any
information known to Sub-Adviser where the utilization of such information
might, in Sub-Adviser's opinion, constitute a violation of any federal or
state law, rules or regulations, or the breach of any fiduciary duty or
confidential relationship between Sub-Adviser and any other person or
persons
7. Adviser's Representations. Adviser represents that it has full
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authority to grant Sub-Adviser the authority given to Sub-Adviser under
this Agreement.
8. Fees. For its services under this Agreement, Sub-Adviser shall
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receive from Adviser an annual fee ("the Sub-Advisory Fee"), as set forth
in Exhibit A attached hereto.
Notwithstanding any other provision of this Agreement, the
Sub-Adviser may from time to time and for such periods as it deems
appropriate, reduce its compensation (and, if appropriate, assume expenses
of the Fund or Class of the Fund) to the extent that the Fund's expenses
exceed such expense limitation as the Sub-Adviser may, by notice to the
Trust on behalf of the Fund, voluntarily declare to be effective.
9. Term. This Agreement shall begin for the Fund on the date that
the parties execute this Agreement relating to such Fund and shall
continue in effect for the Fund for two years from the date of its
execution and from year to year thereafter, 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 Trustees of the Trust, including a majority of the
Trustees who are not parties to this Agreement or interested persons of
any such party (other than as Trustees of the Trust) cast in person at a
meeting called for that purpose; and (b) Adviser shall not have notified
the Trust in writing at least sixty (60) days prior to the anniversary
date of this Agreement in any year thereafter that is does not desire such
continuation with respect to the Fund.
10. Termination. Notwithstanding any provision in this Agreement,
it may be terminated at any time without the payment of any penalty: (a)
by the Trustees of the Trust or by a vote of a majority of the outstanding
voting securities (as defined in Section 2(a)(42) of the Investment
Company Act of 1940 (the "Act")) of the Fund on sixy (60) days' written
notice to Adviser; and (b) by Sub-Adviser or Adviser upon sixty (60) days
written notice to the other party to the Agreement.
11. Automatic Termination. This Agreement shall automatically
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terminate:
(a) in the event of its assignment (as defined in the Act); or
(b) in the event of termination of the Investment Advisory
Contract between the Trust and Adviser ("Investment Advisory
Contract" for any reason whatsoever.
12. Limitation of Authority. Neither Adviser nor Sub-Adviser shall
act as an investment adviser (as such term is defined in the Act) to the
Fund except as provided herein and in the Investment Advisory Contract
between the Adviser and the Fund or in such other manner as may be
expressly agreed between Adviser and Sub-Adviser.
Provided, however, that if the Adviser or Sub-Adviser shall resign
prior to the end of any term of this Agreement or for any reason be unable
or unwilling to serve for a successive term which has been approved by the
Trustees of the Trust pursuant to the provisions of Paragraph 10 of this
Agreement or Paragraph 6 of the Investment Advisory Contract, the
remaining party, Sub-Adviser or Adviser as the case may be, shall not be
prohibited from serving as an investment adviser to such Fund by reason of
the provisions of this Paragraph 13.
13. Notices. Notices regarding termination or other matters of
this Agreement or other matters shall be sent by certified mail or
overnight by a nationally recognized courier and shall be deemed given
when received at the addresses specified below, or at such other address
as a party to receive notice may specify in a notice given in accordance
with this provision. Sub-Adviser may rely on any notice from any person
reasonably believed to be genuine and authorized.
If to Sub-Adviser: If to Adviser:
ABN AMRO Asset Management (USA), LLC Independence One Capital
000 X. XxXxxxx Xxxxxx Management Corporation
4th Floor 00000 Xxxxxxx Xxxx
Xxxxxxx, XX 00000-0000 Xxxxxxxxxx Xxxxx, XX 00000
Attn.: Seven X. Xxxxx Attn: Xxxxxx X. Xxxxxxxxx, Xx.
14. Indemnification. (a) (i) In any threatened, pending or
completed action, suit or proceeding to which the Sub-Adviser, was, is or
is threatened to be made a party, in connection with or relating to the
services performed by the Sub-Adviser for the Adviser or the Fund as
contemplated herein, including, without limitation, any breach of any
representations, warranties or covenants made by the Adviser in this
Agreement or any failure by the Adviser to comply with the federal or any
state securities laws or the rules and regulations promulgated thereunder
or any other federal or state law, or any rule or regulation promulgated
by a governmental agency or self-regulatory organization, Adviser shall
indemnify and hold harmless the Sub-Adviser, against any loss, liability,
damage, cost and expense (including reasonable attorneys' and accountants'
fees and disbursements) incurred or suffered by the Sub-Adviser in
connection with the investigation, defense or settlement of any such
action, suit or proceeding, only if the acts or omissions of the
Sub-Adviser, did not involve willful misfeasance, gross negligence, bad
faith or reckless disregard of its duties and obligations under this
Agreement; and (ii) In the event that the Sub-Adviser is made a party to
any claim, dispute or litigation or otherwise incurs any loss or expense
as a result of or in connection with the activities or claimed activities
of Adviser or its partners, officers, directors, employees, agents or
affiliates unrelated to the Sub-Adviser or the Sub-Adviser's business,
Adviser shall indemnify, defend and hold harmless the Sub-Adviser against
any loss, liability, damage, cost and expense (including, without
limitation, reasonable attorneys' and accountants' fees and disbursements
to be paid as incurred) incurred in connection therewith. As used in
subparagraphs (i) through (ii) above, the term "Sub-Adviser" shall include
the Sub-Adviser's directors, officers, shareholders, employees, agents and
affiliates.
(b) (i) In any threatened, pending or contemplated action, suit
or proceeding to which the Adviser, was, is or is threatened to be made a
party, in connection with or relating to the services performed by the
Sub-Adviser for the Adviser or the Fund as contemplated herein, including,
without limitation, any breach of any representations, warranties or
covenants made by Sub-Adviser in this Agreement or any failure by
Sub-Adviser to comply with the federal or any state securities laws or the
rules and regulations promulgated thereunder or any other federal or state
law, or any rule or regulation promulgated by any governmental agency or
self-regulatory organization, Sub-Adviser shall indemnify and hold
harmless the Adviser, against any loss, liability, damage, cost and
expense (including reasonable attorneys' and accountants' fees and
disbursements) incurred or suffered by the Adviser in connection with the
investigation, defense or settlement of any such action, suit or
proceeding, only if the acts or omissions of the Adviser did not involve
willful misfeasance, gross negligence, bad faith or reckless disregard of
its duties and obligations under this Agreement; and (ii) In the event
that the Adviser is made a party to any claim, dispute or litigation or
otherwise incurs any loss or expense as a result of or in connection with
the activities or claimed activities of Sub-Adviser or its officers,
directors, employees, agents or affiliates unrelated to the Adviser or the
Adviser's business, Sub-Adviser shall indemnify, defend and hold harmless
the Adviser against any loss, liability, damage, cost and expense
(including, without limitation, reasonable attorneys' and accountants'
fees and disbursements to be paid as incurred) incurred in connection
therewith. As used in subparagraphs (i) through (ii) above, the term
"Adviser" shall include the Adviser and the Adviser's directors, officers,
shareholders, employees, agents and affiliates.
(c) In the event that a person entitled to indemnification under
Sections 15 (a) or (b) is made a party to an action, suit or proceeding
alleging both matters for which indemnification can be made hereunder and
matters for which indemnification may not be made hereunder, such person
shall be indemnified only for that portion of the loss, liability, damage,
cost or expense incurred in such action, suit or proceeding which relates
to the matters for which indemnification can be made.
(d) None of the indemnifications contained in this Section 15
shall be applicable with respect to default judgments, confessions of
judgment or settlements entered into by the part(ies) claiming
indemnification without the prior written consent of the party obligated
to indemnify such party.
(e) The provisions of this Section 15 shall survive the
termination or other expiration of this Agreement.
15. Independent Contractors. The Sub-Adviser shall for all
purposes herein be deemed to be an independent contractor of Adviser. It
is expressly agreed to by the parties hereto that the relationship created
by this Agreement does not create a partnership or joint venture between
the Sub-Adviser and the Adviser. Except as specifically set forth herein
with respect to the Sub-Adviser's authority to place orders approved by
the Adviser to broker-dealers or banks for trading the accounts of the
Fund, neither party shall have any authority to bind the other nor shall
either party represent to third parties that it has such authority.
16. Liability. Neither the Sub-Adviser nor any of its agents,
employees, principals, directors, or officers or any person who controls
the Sub-Adviser shall be liable to Adviser or its officers, directors,
partners, employees, agents or any person who controls Adviser or any of
its successors, or assigns under this Agreement, except by reason of acts
or omissions in contravention of this Agreement due to willful
misfeasance, gross negligence, bad faith, reckless disregard of its duties
and obligations under this Agreement, or violation of applicable law.
Adviser acknowledges that all transactions made by the Sub-Adviser on
behalf of the Fund, shall be for the account and risk of the Fund. The
Sub-Adviser shall have no responsibility for the execution or clearance of
the Fund's trades once orders have been transmitted to the executing
broker-dealer or bank for those trades. Notwithstanding the foregoing
sentences, the federal securities laws impose liabilities under certain
circumstances on persons who act in good faith and therefore, nothing
herein shall in any way constitute a waiver or limitation of any rights
which Adviser may have under the federal securities laws or state
securities laws.
17. Disclosure.
(a) Adviser acknowledges receipt of Sub-Adviser's Disclosure
Statement (Part II of Adviser's Form ADV), as required by Rule 204-3 under
the Investment Advisers Act of 1940, not less than 48 hours prior to the
date of execution of this agreement shown below.
(b) Adviser acknowledges receipt of Sub-Adviser's Disclosure
Statement (Part II of Adviser's Form ADV) less than 48 hours prior to, but
not later than, the date of execution of this agreement. Accordingly,
Adviser shall have the option to terminate this agreement without penalty
within five business days after that date of execution; provided, however,
that any investment action taken by Adviser with respect to the Fund prior
to the effective date of such termination shall be at Fund's risk.
18. Entire Agreement: Governing Law. This agreement constitutes
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the entire agreement of the parties with respect to the rendering of
advice by Sub-adviser for the benefit of Adviser and the Fund and can be
amended only by written document signed by the parties. This agreement
shall be governed by the internal laws of the State of Michigan.
19. Amendment. This Agreement may be amended from time to time by
agreement of the parties hereto provided that such amendment shall be
approved both by the vote of a majority of Trustees of the Trust,
including a majority of Trustees who are not parties to this Agreement or
interested person, as defined in Section 2(a)(19) of the Act, of any such
party at a meeting called for that purpose, and, where required by Section
15(a)(2) of the Act, by the holders of a majority of the outstanding
voting securities (as defined in Section 2(a)(42) of the Act) of the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed on their behalf by their duty authorized officers, and their
corporate seals affixed hereto this 2nd day of April, 2001.
ATTEST: Independence One Capital
Management Corporation
/s/ Xxxxx Xxxx /s/ Xxxxxx X. Xxxxxxxxx, Xx.
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Secretary Director, Investment Services
Xxxxx Xxxx Xxxxxx X. Xxxxxxxxx, Xx.
ABN AMRO Asset Management
(USA), LLC
/s/ Xxxx Xxxxxxxxxxx /s/ Xxxxxx X. Xxxxx
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Secretary Director of Mutual Funds
Xxxxxx X. Xxxxx
Exhibit A
Independence One Mutual Funds
Independence One International Equity Fund
Sub-Advisory Agreement
Adviser will pay Sub-Adviser as full compensation for services rendered
hereunder an annual fee at the rate of 0.60% based on the average daily
value of the net assets of the Fund managed by the Sub-Adviser. The fee
shall be calculated as determined by the Fund on the last day of each
month on which the New York Stock Exchange is open and shall be payable on
a monthly basis, in arrears.
This Exhibit duly incorporates by reference the Sub-Advisory Agreement.
Advisor:
/s/ RJS
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(initials)
Sub-Advisor:
/s/ SAS
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(initials)
