INDEPENDENCE ONE MUTUAL FUNDS
485B24E, 1994-06-15
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                                                 1933 Act File No. 33-26516
                                                 1940 Act File No. 811-5752

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                 Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                 X

     Pre-Effective Amendment No.      ................................

     Post-Effective Amendment No.   8  ...............................  X

                                   and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

     Amendment No.      ..............................................

                       INDEPENDENCE ONE MUTUAL FUNDS
             (Exact Name of Registrant as Specified in Charter)

                         Federated Investors Tower
                    Pittsburgh, Pennsylvania 15222-3779
                  (Address of Principal Executive Offices)

                               (412) 288-1900
                      (Registrant's Telephone Number)
           John W. McGonigle, Esquire, Federated Investors Tower,
                    Pittsburgh, Pennsylvania 15222-3779
                  (Name and Address of Agent for Service)

It is proposed that this filing will become effective:

 X  immediately upon filing pursuant to paragraph (b)
    on _________________ pursuant to paragraph (b)
    60 days after filing pursuant to paragraph (a)
    on                 pursuant to paragraph (a) of Rule 485.

Registrant has filed with the Securities and Exchange Commission a
declaration pursuant to Rule 24f-2 under the Investment Company Act of 1940,
and:

 X  filed the Notice required by that Rule on June 15th; or
    intends to file the Notice required by that Rule on or about           ;
    or
    during the most recent fiscal year did not sell any securities pursuant
    to Rule 24f-2 under the Investment Company Act of 1940, and, pursuant to
    Rule 24f-2(b)(2), need not file the Notice.

                                 Copies to:

     Thomas J. Donnelly, Esquire             Charles H. Morin, Esquire
     Houston, Houston & Donnelly             Dickstein, Shapiro & Morin
     2510 Centre City Tower                  2101 L Street, N.W.
     650 Smithfield Street                   Washington, D.C.  20037
     Pittsburgh, Pennsylvania 15222
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
___________________________________________________________________________

                                                Proposed
Title of                       Proposed         Maximum
Securities       Amount        Maximum          Aggregate        Amount of
Being            Being         Offering Price   Offering       Registration
Registered       Registered    Per Unit         Price*              Fee

Shares of        147,997,040       $1.00        $147,997,040      $100.00
Beneficial
Interest
(No par value)
___________________________________________________________________________
___________________________________________________________________________

*Registrant has elected to calculate its filing fee in the manner described
in Rule 24e-2 of the Investment Company Act of 1940.  The total amount of
securities redeemed during the previous fiscal year was 4,438,607,566.  The
total amount of redeemed securities used for reductions pursuant to
paragraph (a) of Rule 24e-2 or paragraph (c) of Rule 24f-2 during the
current year was 4,290,610,526.  The amount of redeemed securities being
used for reduction of the registration fee in this Amendment is 147,997,040.

                           CONTENTS OF AMENDMENT

     This Post-Effective Amendment No. 8 to the Registration Statement of
INDEPENDENCE ONE MUTUAL FUNDS is comprised of the following papers and
documents:

          1.   The facing sheet to register a definite number
               of shares of beneficial interest, no par value,
               of INDEPENDENCE ONE MUTUAL FUNDS;

          2.   The opinion of Houston, Houston & Donnelly,
               counsel for the Registrant, as to the legality
               of shares being offered and as to the eligibility
               to become effective pursuant to Paragraph (b)
               of Rule 485; and

          3.   Signature page.
                                 SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, INDEPENDENCE ONE MUTUAL
FUNDS, certifies that it meets all of the requirements for effectiveness of
this Amendment to its Registration Statement pursuant to Rule 485(b) under
the Securities Act of 1933 and has duly caused this Amendment to its
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Pittsburgh and Commonwealth of
Pennsylvania on the 15th day of June, 1994.

                       INDEPENDENCE ONE MUTUAL FUNDS

               BY: /s/ Jay S. Neuman
               Jay S. Neuman, Secretary
               Attorney in Fact for Edward C. Gonzales
               June 15, 1994


     Pursuant to the requirements of the Securities Act of 1933, this
Amendment to its Registration Statement has been signed below by the
following person in the capacity and on the date indicated:

     NAME                         TITLE                     DATE

By: /s/Jay S. Neuman
    Jay S. Neuman             Attorney In Fact          June 15, 1994
    Secretary                 For the Persons
                              Listed Below

     NAME                         TITLE

Edward C. Gonzales            President and Treasurer
                              (Principal Executive, Financial and Accounting
                              Officer)

Jay S. Neuman                 Secretary

Robert E. Baker*              Trustee

Harold Berry*                 Trustee

Clarence G. Frame*            Trustee

Harry J. Nederlander*         Trustee

David L. VanAndel*            Trustee

Thomas S. Wilson*             Trustee

* By Power of Attorney


Independence One Mutual Funds
Page 1
June 10, 1994
                    HOUSTON, HOUSTON & DONNELLY
                          ATTORNEYS AT LAW
                       2510 CENTRE CITY TOWER
WILLIAM McC. HOUSTON  PITTSBURGH, PA.  15222
FRED CHALMERS HOUSTON, JR.   __________
THOMAS J. DONNELLY
JOHN F. MECK             (412) 471-5828          FRED CHALMERS HOUSTON
                        FAX (412) 471-0736          (1914 - 1971)


MARIO SANTILLI, JR.
THEODORE M. HAMMER

                                 June 10, 1994
                                       
                                       
                                       
Independence One Mutual Funds
Federated Investors Tower
Pittsburgh, PA  15222-3779

Gentlemen:

       You  have requested our opinion in connection with the registration  by
Independence One Mutual Funds ("Trust") of an additional 147,997,040 Shares of
Beneficial Interest ("Shares") pursuant to Post-effective Amendment No.  8  to
the  Trust's  registration statement filed with the  Securities  and  Exchange
Commission under the Securities Act of 1933 (File No. 33-26516).  The  subject
Post-effective Amendment will be filed pursuant to Paragraph (b) of  Rule  485
and become effective pursuant to said Rule immediately upon filing.

      As counsel we have participated in the organization of the Trust and its
registration  under the Investment Company Act.  We have also participated  in
the preparation and filing of the Trust's amended registration statement under
the  Securities  Act  of  1933 referred to above.  We have  examined  and  are
familiar with the provisions of the written Declaration of Trust dated January
9,  1989,  ("Declaration of Trust"), the Bylaws of the Trust  and  such  other
documents and records deemed relevant.  We have also reviewed questions of law
and  consulted with counsel thereon as deemed necessary or appropriate  by  us
for the purposes of this opinion.

      On the basis of the foregoing, it is our opinion that:

       1.   The Trust is duly organized and validly existing pursuant  to  the
Declaration of Trust.

       2.  The Shares which are currently being registered by the Registration
Statement  referred to above may be legally and validly issued  from  time  to
time in accordance with the Declaration of Trust upon receipt of consideration
sufficient  to comply with the provisions of Article III, Section  3,  of  the
Declaration  of  Trust and subject to compliance with the  Securities  Act  of
1933,  as  amended, the  Investment  Company  Act  of 1940, as   amended,  and
applicable state laws regulating the sale of securities.  Such Shares, when so
issued, will be fully paid and non-assessable.

       3.   Post-effective Amendment No. 8 does not contain disclosures  which
would  render it ineligible to become effective pursuant to Paragraph  (b)  of
Rule 485.

      We hereby consent to the filing of this opinion as a part of the Trust's
registration statement filed with the Securities and Exchange Commission under
the  Securities  Act of 1933 and as a part of any application or  registration
statement filed under the securities laws of the States of the United  States.
We further consent to the reference to this opinion and the reference to us as
counsel   to  the  Trust  in  the  prospectus,  registration  statements   and
applications.

                                          Very truly yours,

                                          Houston, Houston & Donnelly



                                          By:  /s/Thomas J. Donnelly

TJD:smg




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