1
Exhibit d under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
INDEPENDENCE ONE MUTUAL FUNDS
INVESTMENT ADVISORY CONTRACT
This Contract is made between Independence One Capital Management
Corporation, a registered investment adviser having its principal place of
business in Farmington Hills, Michigan (the "Adviser"), and Independence
One Mutual 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 and is
registered as such with the Securities and Exchange Commission; and
WHEREAS, the Adviser is engaged in the business of rendering
investment advisory and management services.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
agree as follows:
1. The Trust hereby appoints Adviser as Investment Adviser for each
of the portfolios ("Funds") of the Trust on whose behalf the Trust
executes an exhibit to this Contract, and Adviser, by its execution of
each such exhibit, accepts the appointments. Subject to the direction of
the Trustees of the Trust, Adviser shall provide investment research and
supervision of the investments of each of the Funds and conduct a
continuous program of investment evaluation and of appropriate sale or
other disposition and reinvestment of each Fund's assets. The Adviser
shall determine the securities to be purchased or sold by the Trust and
will place orders pursuant to its determinations with or through such
persons, brokers or dealers in conformity with the policy, with respect to
brokerage as set forth in the Trust's Registration Statement and
Prospectus (hereinafter defined) or as the Board of Trustees may direct
from time to time.
2. Adviser, in its supervision of the investments of each of the
Funds will be guided by each of the Fund's fundamental investment
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
Statement and exhibits as may be on file with the Securities and Exchange
Commission.
3. The Trust shall pay or cause to be paid, on behalf of each
Fund, all of the Fund's expenses and the Fund's allocable share of Trust
expenses, including without limitation, the expenses of organizing the
Trust and continuing its existence; fees and expenses of officers and
Trustees of the Trust; fees for investment advisory services and
administrative services; expenses incurred in the distribution of each
Fund's shares including expenses of administrative support services; fees
and expenses of preparing and printing amendments to its Registration
Statement under the Securities Act of 1933 and the Investment Company Act
of 1940; expenses of registering and qualifying the Trust, the Funds and
shares of the Funds ("Shares") under Federal and state laws and
regulations; expenses of preparing, printing and distributing prospectuses
(and any amendments thereto) and sales literature; expenses of
registering, licensing, or other authorization of the Trust as a
broker-dealer and of its officers as agents and salesmen under federal and
state laws and regulations; 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. The Trust will also pay each Fund's 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. The Trust, on behalf of each of the Funds shall pay to Adviser,
for all services rendered to such Fund by Adviser hereunder, the fees set
forth in the exhibits attached hereto.
5. 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.
6. This Contract shall begin for each Fund on the date that the
Trust executes an exhibit to this Contract relating to such Fund. This
Contract shall continue in effect for such 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 Contract 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 Contract in any year thereafter that it does
not desire such continuation with respect to that Fund.
7. 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.
8. 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 at its own cost and expense as it shall determine in order to
assist it in carrying out this Contract.
9. In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of 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.
10. (a) Subject to the conditions set forth below, the Trust agrees
to indemnify and hold harmless the Adviser and each person, if any, who
controls the Adviser within the meaning of Section 15 of the 1933 Act and
Section 20 of the Securities Exchange Act of 1934, as amended, against any
and all loss, liability, claim, damage and expense whatsoever, (including
but not limited to any and all expense whatsoever reasonably incurred in
investigating, preparing or defending against any litigation, commenced or
threatened, or any claim whatsoever) arising out of or based upon any
untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement or the Prospectuses (as from time to time
amended and supplemented) or the omission or alleged omission therefrom of
a material fact required to be stated therein or necessary to make
statements therein not misleading, unless such statement or omission was
made in reliance upon and conformity with written information furnished to
the Trust with respect to the Adviser by or on behalf of the Adviser
expressly for use in the Registration Statement or Prospectuses, or any
amendment or supplement thereof.
If any action is brought against the Adviser or any controlling
person thereof in respect of which indemnity may be sought against the
Trust pursuant to the foregoing paragraph, the Adviser shall promptly
notify the Trust in writing of the institution of such action and the
Trust shall assume the defense of such action, including the employment of
counsel selected by the Trust and payment of expenses. The Adviser or any
such controlling person thereof shall have the right to employ separate
counsel in any such case, but the fees and expenses of such counsel shall
be at the expense of the Adviser or such controlling person unless the
employment of such counsel shall have been authorized in writing by the
Trust in connection with the defense of such action or the Trust shall not
have employed counsel to have charge of the defense of such action, in any
of which events such fees and expenses shall be borne by the Trust.
Anything in this paragraph to the contrary notwithstanding, the Trust
shall not be liable for any settlement of any such claim or action
effected without its written consent. The Trust agrees promptly to notify
the Adviser of the commencement of any litigation or proceedings against
the Trust or any of its officers or Trustees or controlling persons in
connection with the issue and sale of shares or in connection with such
Registration Statement or Prospectuses.
(b) The Adviser agrees to indemnify and hold harmless the Trust,
each of its Trustees, each of its officers who have signed the
Registration Statement and each other person, if any, who controls the
Trust within the meaning of Section 15 of the 1933 Act, to the same extent
as the foregoing indemnity from the Trust to the Adviser but only with
respect to statements or omissions, if any, made in the Registration
Statement or Prospectuses or any amendment or supplement thereof in
reliance upon, and in conformity with, information furnished to the Trust
with respect to the Adviser by or on behalf of the Adviser expressly for
use in the Registration Statement or Prospectuses or any amendment or
supplement thereof. In case any action shall be brought against the Trust
or any other person so indemnified based on the Registration Statement or
Prospectuses, or any amendment or supplement thereof, and in respect of
which indemnity may be sought against the Adviser, the Adviser shall have
the rights and duties given to the Trust, and the Trust and each other
person so indemnified shall have the rights and duties given to the
Adviser by the provisions of subsection (a) above.
(c) Nothing herein contained shall be deemed to protect any person
against liability to the Trust or its shareholders to which such person
would otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence in the performance of the duties of such person or by
reason of the reckless disregard by such person of the obligations and
duties of such person under this Contract.
11. 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 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 on behalf of a Fund by a
majority of the outstanding voting securities of such Fund.
12. 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. The Trust agrees to cause its distributors 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.
13. 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 the assets of any other Fund, the
shareholders of any Fund, the Trustees, officers, employees or agents of
the Trust, or any of them.
14. This Contract shall be construed in accordance with and governed
by the laws of the Commonwealth of Pennsylvania.
15. This Contract will become binding on the parties hereto upon
their execution of the attached exhibits to this Contract.
EXHIBIT A
INDEPENDENCE ONE PRIME MONEY MARKET FUND
For all services rendered by Adviser hereunder, 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
0.40 of 1% of the average daily net assets of the Fund.
The fee shall be accrued daily at the rate of 1/365th of 0.40%
applied to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this 2nd day of April, 2001.
INDEPENDENCE ONE CAPITAL
MANAGEMENT CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Senior Vice President
INDEPENDENCE ONE MUTUAL FUNDS
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
EXHIBIT B
INDEPENDENCE ONE MICHIGAN MUNICIPAL CASH FUND
For all services rendered by Adviser hereunder, 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
0.40% of the average daily net assets of the Fund.
The fee shall be accrued daily at the rate of 1/365th of 0.40%
applied to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this 2nd day of April, 2001.
INDEPENDENCE ONE CAPITAL
MANAGEMENT CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Senior Vice President
INDEPENDENCE ONE MUTUAL FUNDS
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
EXHIBIT C
INDEPENDENCE ONE U.S. TREASURY MONEY MARKET FUND
For all services rendered by Adviser hereunder, 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
0.40% of the average daily net assets of the Fund.
The fee shall be accrued daily at the rate of 1/365th of 0.40%
applied to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this 2nd day of April, 2001.
INDEPENDENCE ONE CAPITAL
MANAGEMENT CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Senior Vice President
INDEPENDENCE ONE MUTUAL FUNDS
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
EXHIBIT D
INDEPENDENCE ONE U.S. GOVERNMENT SECURITIES FUND
For all services rendered by Adviser hereunder, 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
0.70% of the average daily net assets of the Fund.
The fee shall be accrued daily at the rate of 1/365th of 0.70%
applied to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this 2nd day of April, 2001.
INDEPENDENCE ONE CAPITAL
MANAGEMENT CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Senior Vice President
INDEPENDENCE ONE MUTUAL FUNDS
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
EXHIBIT E
INDEPENDENCE ONE EQUITY PLUS FUND
For all services rendered by Adviser hereunder, 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
0.40% of the average daily net assets of the Fund.
The fee shall be accrued daily at the rate of 1/365th of 0.40%
applied to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this 2nd day of April, 2001.
INDEPENDENCE ONE CAPITAL
MANAGEMENT CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Senior Vice President
INDEPENDENCE ONE MUTUAL FUNDS
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
EXHIBIT F
INDEPENDENCE ONE FIXED INCOME FUND
For all services rendered by Adviser hereunder, 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
0.75% of the average daily net assets of the Fund.
The fee shall be accrued daily at the rate of 1/365th of 0.75%
applied to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this 2nd day of April, 2001.
INDEPENDENCE ONE CAPITAL
MANAGEMENT CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Senior Vice President
INDEPENDENCE ONE MUTUAL FUNDS
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
EXHIBIT G
to the
Investment Advisory Contract
INDEPENDENCE ONE INTERNATIONAL EQUITY FUND
For all services rendered by Adviser hereunder, 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
1.00% of the average daily net assets of the Fund.
The fee shall be accrued daily at the rate of 1/365th of 1.00%
applied to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this 2nd day of April, 2001.
INDEPENDENCE ONE CAPITAL
MANAGEMENT CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Senior Vice President
INDEPENDENCE ONE MUTUAL FUNDS
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
EXHIBIT H
to the
Investment Advisory Contract
INDEPENDENCE ONE SMALL CAP FUND
For all services rendered by Adviser hereunder, 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
0.50% of the average daily net assets of the Fund.
The fee shall be accrued daily at the rate of 1/365th of 0.50%
applied to the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this 2nd day of April, 2001.
INDEPENDENCE ONE CAPITAL
MANAGEMENT CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Senior Vice President
INDEPENDENCE ONE MUTUAL FUNDS
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
