Item 77Q(e)
Copies of Any New or Amended Registrant Advisory Contracts
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
