SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934 (Amendment No.______)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12
INDEPENDENCE ONE MUTUAL FUNDS
(Name of Registrant as Specified In Its Charter)
Federated Investors
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
1) Amount Previously Paid:
_______________________________________________________________
2) Form, Schedule or Registration Statement No.:
_______________________________________________________________
3) Filing Party:
_______________________________________________________________
4) Date Filed:
_______________________________________________________________
INDEPENDENCE ONE MUTUAL FUNDS
Independence One Michigan Municipal Cash Fund
Independence One Prime Money Market Fund
Independence One U.S. Government Securities Fund
Independence One U.S. Treasury Money Market Fund
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD July 31, 1995
A special meeting of the shareholders of Independence One Mutual
Funds (the "Trust"), which consists of Independence One Michigan
Municipal Cash Fund, Independence One Prime Money Market Fund,
Independence One U.S. Government Securities Fund, and Independence One
U.S. Treasury Money Market Fund (individually referred to as a "Fund"
and collectively as the "Funds"), will be held at the Trust's offices on
the 19th Floor of the Federated Investors Towers, 1001 Liberty Avenue,
Pittsburgh, Pennsylvania 15222-3779 at 2:00 p.m on July 31, 1995. The
table that follows summarizes the purposes for the special meeting of
shareholders:
ALL FUNDS:
(1) To elect one Trustee;*
(2) To approve or disapprove a new Investment Advisory Contract
between Michigan National Bank (the "Present Adviser") and
the Trust, on behalf of Independence One Michigan Municipal
Cash Fund, Independence One Prime Money Market Fund,
Independence One U.S. Government Securities Fund, and
Independence One U.S. Treasury Money Market Fund ;** and
(3) To transact such other business as may properly come before
the meeting or any adjournment thereof.
INDEPENDENCE ONE U.S. GOVERNMENT SECURITIES FUND ONLY:
(1) To Approve or Disapprove a new Sub-Advisory Agreement
between Independence One Capital Management Corporation (the
"Present Sub-Adviser") and Michigan National Bank, on behalf
of Independence One U.S. Government Securities Fund.
*Shares of all the Funds comprising the Trust will vote as a
single group on this item. Election of a Trustee requires the
affirmative vote of a plurality of the votes cast at the
special meeting.
**Each Fund votes separately on this item.
The Trustees have fixed June 5, 1995 as the record date for
determination of shareholders entitled to vote as this special meeting.
By Order of the Trustees
June 16, 1995
Jay S. Neuman
Secretary
SIGN, DATE, AND RETURN THE ENCLOSED PROXY PROMPTLY TO AVOID ADDITIONAL
EXPENSE
YOU CAN HELP THE TRUST AVOID THE NECESSITY AND EXPENSE OF SENDING
FOLLOW-UP LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED
PROXY. IF YOU ARE UNABLE TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE
AND RETURN THE ENCLOSED PROXY SO THAT THE NECESSARY QUORUM MAY BE
REPRESENTED AT THE SPECIAL MEETING. THE ENCLOSED ENVELOPE REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES.
INDEPENDENCE ONE MUTUAL FUNDS
Independence One Michigan Municipal Cash Fund
Independence One Prime Money Market Fund
Independence One U.S. Government Securities Fund
Independence One U.S. Treasury Money Market Fund
19th Floor, Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
PROXY STATEMENT
The enclosed proxy is solicited on behalf of the Board of Trustees
of the Trust. The proxy is revocable at any time before it is voted by
sending written notice of the revocation to the Trust or by appearing
personally at the July 31, 1995 special meeting of shareholders
("Special Meeting"). The cost of preparing and mailing the notice of
meeting, the proxy cards, this Proxy Statement and any additional proxy
material has been or is to be borne by Michigan National Bank, the
Funds' "Present Adviser." Proxy solicitations will be made primarily by
mail, but may also be made by telephone, telegraph, or personal
interview conducted by certain officers or employees of the Trust or of
Federated Services Company (the Trust's transfer agent) or Federated
Administrative Services (the Trust's administrator). In the event that
the shareholder signs and returns the proxy ballot but does not indicate
a choice as to any of the items on the proxy ballot, the proxy attorneys
will vote those shares in favor of such proposal(s).
On June 5, 1995, the Trust had outstanding _______ shares of
beneficial interest, each share being entitled to one vote and
fractional shares being entitled to proportionate fractional votes.
Total outstanding shares of the Funds were as follows: _____ shares of
Independence One Michigan Municipal Cash Fund; _______ shares of
Independence One Prime Money Market Fund; _______ shares of Independence
One U.S. Government Securities Fund; and _______ shares of Independence
One U.S. Treasury Money Market Fund. Only shareholders of record at
the close of business on June 5, 1995 will be entitled to notice of and
to vote at the Special Meeting. With respect to each matter to be
considered at the Special Meeting, more than fifty percent of the total
number of outstanding shares entitled to vote on the matter, represented
in person or by proxy, shall be required to constitute a quorum at the
Special Meeting for the purpose of voting on the matter.
For purposes of determining the presence of a quorum and counting votes
on the matters presented, shares represented by abstentions and "broker
non-votes" will be counted as present, but not as votes cast, at the
Special Meeting. Under the Trust's Declaration of Trust, the election
of a Trustee will be determined by a plurality of the votes cast at the
Special Meeting. Under the Investment Company Act of 1940 (the "1940
Act"), the affirmative vote necessary to approve other matters may be
determined with reference to a percentage of votes present at the
Special Meeting, which would have the effect of treating abstentions and
non-votes as if they were votes against the proposal. Specifically,
approval of the new investment advisory contract and new sub-advisory
agreement requires the affirmative vote, with respect to each Fund
entitled to vote on the matter, of: (a) 67% or more of the shares of a
Fund present at the Special Meeting, if the holders of more than 50% of
the outstanding shares of that Fund are present or represented by proxy;
or (b) more than 50% of the outstanding shares of a Fund, whichever is
less.
A Fund will furnish, without charge, a copy of its annual report
and most recent semi-annual report succeeding the annual report, if any,
to any shareholder of record upon request. To request an annual and/or
semi-annual report call 1-800-235-4669, or send a written request to
Betsy Hamilton at Federated Investors Tower, 1001 Liberty Avenue,
Pittsburgh, Pennsylvania 15222-3779. The Trust's executive offices are
located at Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh,
Pennsylvania 15222-3779. This Proxy Statement and the enclosed notice
of meeting and proxy card are first being mailed on or about June 16,
1995.
INTRODUCTION
A Special Meeting is being called to approve or disapprove a new
investment advisory contract between the Trust, on behalf of
Independence One Michigan Municipal Cash Fund, Independence One Prime
Money Market Fund, Independence One U.S. Government Securities Fund, and
Independence One U.S. Treasury Money Market Fund, and Michigan National
Bank, as a subsidiary of National Australia Bank Limited (the "New
Adviser"), and to vote on the election of one Trustee. In addition,
shareholders of Independence One U.S. Government Securities Fund will be
asked to approve or disapprove a new sub-advisory agreement between
Michigan National Bank and Independence One Capital Management
Corporation, as a subsidiary of National Australia Bank Limited (the
"New Sub-Adviser").
Consideration of the new investment advisory contract and new sub-
advisory agreement has been made necessary by the pending acquisition by
National Australia Bank Limited ("NAB") of Michigan National
Corporation, of which the Present Adviser and Present Sub-Adviser are
wholly-owned subsidiaries. The Board of Trustees proposes that the new
investment advisory contract and the new sub-advisory agreement take
effect on or about the date the acquistion is consummated. At that
time, the existing investment advisory contract and sub-advisory
agreement will automatically terminate in accordance with their terms as
required by the 1940 Act.
Here are some of the factors you should consider in determining
whether to approve the new investment advisory contract (and with
respect to Independence One U.S. Government Securities Fund, the new sub-
advisory agreement):
o your Board of Trustees has unanimously approved the new
investment advisory contract (and the new sub-advisory
agreement);
o no change in any Fund's investment objective or investment
policies will take place;
o there will be no change in the fees payable by a Fund for
advisory (or sub-advisory) services;
o the Trustees of the Trust, all of whom are familiar with
mutual funds and the existing relationship between each Fund
and the Present Adviser (and Independence One U.S.
Government Securities Fund and the Present Sub-Adviser),
will remain unchanged; and
o the New Adviser (and the New Sub-Adviser) are experienced in
providing investment advice of the type necessary to carry
out each Fund's investment program.
ELECTION OF ONE TRUSTEE
(Applies to all Funds)
At the meeting, shareholder votes will be taken on the election of
Thomas S. Wilson as a Trustee of the Trust to hold office until the
election and qualification of his successor. Mr. Wilson was appointed
Trustee on December 7, 1993 to expand the size of the Board. He is
currently serving as a Trustee and has consented to continue to serve if
elected. Shares of all the Funds comprising the Trust will be voted as
a single group on the election of the Trustee. Election of a Trustee
requires the affirmative vote of a plurality of the votes cast at the
Special Meeting.
TRUSTEES OF THE TRUST
When elected, a Trustee will hold office during the lifetime of
the Trust except that: (a) any Trustee may resign; (b) any Trustee may
be removed by written instrument signed by at least two-thirds of the
number of Trustees prior to such removal; (c) any Trustee who requests
to be retired or who has become mentally or physically incapacitated may
be retired by written instrument signed by a majority of the other
Trustees; and (d) a Trustee may be removed at any special meeting of the
Trust's shareholders by a vote of two-thirds of the outstanding shares
of the Trust. In case a vacancy shall exist for any reason, the
remaining Trustees will fill such vacancy by appointment of another
Trustee. The Trustees will not fill any vacancy by appointment if
immediately after filling such vacancy, less than two-thirds of the
Trustees then holding office would have been elected by the
shareholders. If, at any time, less than a majority of the Trustees
holding office have been elected by the shareholders, the Trustees then
in office will call a shareholders' meeting for the purpose of electing
Trustees to fill vacancies. Otherwise, there will normally be no
meeting of shareholders called for the purpose of electing Trustees.
The following is a complete list of persons currently serving as
Trustees of the Trust. Only Thomas S. Wilson is standing for election
at this time.
Trustee Standing for Election:
Name/position
with the Trust Principal Occupations during the past
and birth date five years,
Affiliations and Address
Date Elected
Thomas S. Wilson President, Detroit Pistons;
December 7, 1993
Trustee Executive Administrator of the Detroit
October 9, 1949 Pistons,The Palace of Auburn Hills,
and The Pine Knob Music Theatre. Two
Championship Drive, Auburn Hills, MI.
Additional Trustees of the Trust:
Name/position
with the Trust Principal Occupations during the past
and birth date five years,
Affiliations and Address Date
Elected
Robert E. Baker Retired; formerly, Vice Chairman,
July 27, 1990
Trustee Chrysler Financial Corporation.
May 6, 1930 4327 Stoneleigh Road, Bloomfield
Hills,
MI.
Harold Berry Managing
Partner, Berry Enterprises;
April 14, 1989
Trustee Chairman, Independent Sprinkler
September 17, 1925 Companies Inc., formerly Chairman,
Executive Committee, Federal Enterprises,
Inc.; Chairman, Berry, Ziegelman &
Company; 100 Galleria Officentre, Suite 219,
Southfiled, MI.
Clarence G. Frame_ Director,
Tosco Corporation, Chicago April
14, 1989
Trustee Milwaukee Corporation, and Voyageur
July 26, 1918 Funds Group; formerly, Vice Chairman,
First Bank System, Inc., and President,
The First National Bank of St. Paul, a
subsidiary of First Bank System, Inc.
W-875
First Bank Building,
322
Minnesota Street, St. Paul, MN.
Harry J. Nederlander_* Chairman,
Nederlander Enterprises. April
14, 1989
Trustee 231 S. Woodward, Suite 219,
September 5, 1917 Birmingham, MI.
NOTES: _ Members of the Executive Committee of the Board of
Trustees.
* Deemed to be an "interested person" of the Trust under
the Investment Company Act of 1940, by virtue of his
ownership of
stock in Michigan National Corporation.
Trustees' Compensation
Aggregate
Name, Position Compensation
with Trust from Trust_
Robert E. Baker $8,500
Trustee
Harold Berry $8,500
Trustee
Clarence G. Frame $8,500
Trustee
Harry J. Nederlander $8,500
Trustee
Thomas S. Wilson $7,650
Trustee
_The aggregate compensation is provided for the Trust which is
comprised of four portfolios. The Trust is the only investment
company in the fund complex.
Information is furnished for the fiscal year ended April 30, 1995.
If the nominee for election as a Trustee named above shall by
reason of death or for any other reason become unavailable as a
candidate at the Special Meeting, votes pursuant to the enclosed proxies
will be cast for a substitute candidate by the attorneys named therein,
or their substitutes, present and acting at the Special Meeting. Any
such substitute candidate for election as a Trustee who is an
"interested person" shall be nominated by the Executive Committee of the
Board of Trustees. The selection of any substitute candidate for
election as a Trustee who is not an interested person shall be made by a
majority of the Trustees who are not interested persons of the Trust
(the "Independent Trustees"). The Board of Trustees has no reason to
believe that the nominee will become unavailable for election as a
Trustee.
During the fiscal year ended April 30, 1995, there were four
meetings of the Board of Trustees. All of the Trustees attended at
least 75% of the meetings. The Trustees as a group received fees
totaling $48,762 and were reimbursed for expenses for attendance at the
meetings.
Officers and Trustees as a group own less than 1% of the Trust's
outstanding shares.
In addition to its Executive Committee which handles the Board's
responsibilities between meetings of the Board of Trustees, the Trust
has an Audit Committee. Generally, the function of the Audit Committee
is to assist the Board in fulfilling its duties relating to the Trust's
accounting and financial reporting practices and to serve as a direct
line of communication between the Board and the independent auditors.
The specific functions of the Audit Committee include recommending the
engagement or retention of the independent auditors, reviewing with the
independent auditors the plan and the results of the auditing
engagement, approving professional services provided by the independent
auditors prior to the performance of such services, considering the
range of audit and non-audit fees, reviewing the independence of the
independent auditors, reviewing the scope and results of the Trust's
procedures for internal auditing, and reviewing the Trust's system of
internal accounting controls.
Messrs. Baker, Berry, and Frame, all of whom are Independent
Trustees, serve on the Audit Committee. During the fiscal year ended
April 30, 1995, there was one meeting of the Audit Committee. All of
the members of the Audit Committee were present at the meeting.
The executive officers of the Trust are elected annually by the
Board of Trustees. Each officer holds the office until the election and
qualification of his successor. The names and ages (in parentheses) of
the executive officers of the Trust and their principal occupations
during the last five years are as follows: Edward C. Gonzales (64),
Vice President and Treasurer of the Trust, is Vice President, Treasurer
and Trustee, Federated Investors; Vice President and Treasurer,
Federated Advisers, Federated Management, and Federated Research;
Executive Vice President, Treasurer and Director, Federated Securities
Corp.; Chairman, Treasurer, and Trustee, Federated Administrative
Services; Jeffrey W. Sterling (48), Vice President and Assistant
Treasurer of the Trust, is Vice President, Federated Administrative
Services; and Jay S. Neuman (45), Secretary of the Trust, is also
Corporate Counsel, Federated Investors. Mr. Gonzales has been an
executive officer of the Trust since April 17, 1989, and
Mr. Sterling and Mr. Neuman have been executive officers of the Trust
since June 26, 1989 and December 9, 1991, respectively.
Federated Administrative Services, the Trust's administrator, and
Federated Securities Corp., the principal underwriter for the Trust, are
both wholly-owned subsidiaries of Federated Investors. Their address is
Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779.
APPROVAL OR DISAPPROVAL OF A NEW INVESTMENT ADVISORY
CONTRACT ("NEW ADVISORY CONTRACT")
(Applies to all Funds)
Michigan National Bank serves as investment adviser to each Fund
pursuant to an investment advisory contract effective June 1, 1989 for
Independence One Prime Money Market Fund, Independence One U.S. Treasury
Money Market Fund, and Independence One Michigan Municipal Cash Fund,
and October 31, 1992 for Independence One U.S. Government Securities
Fund (collectively referred to as the "Present Advisory Contract"). The
Present Adviser is a wholly-owned subsidiary of Michigan National
Corporation, a bank holding company. The address of both Michigan
National Corporation and Michigan National Bank is 27777 Inkster Road,
Farmington Hills, Michigan.
On February 4, 1995, Michigan National Corporation and NAB signed
a definitive Agreement and Plan of Merger ("Merger Agreement"). See
"Proposed Merger of Michigan National Corporation." Consummation of the
transaction contemplated by the Merger Agreement (the "Merger") will
cause the Present Adviser to become an indirect wholly-owned subsidiary
of NAB. This change in ownership of the Present Adviser will
automatically terminate the Present Advisory Contract in accordance with
its terms as required by the 1940 Act. Thus, although immediately
following the Merger, Michigan National Bank would remain the entity
responsible for providing investment advisory services to each Fund,
this change in ownership requires approval by the shareholders of each
Fund of the New Advisory Contract.
On May 4, 1995, the Trustees, including a majority of the
Independent Trustees, approved the New Advisory Contract with Michigan
National Bank to act as each Fund's investment adviser. The terms of
the New Advisory Contract are identical in all material respects to the
Present Advisory Contract, except for the effective date which, in the
case of the New Advisory Contract, will be the date of the consummation
of the Merger (the "Closing Date"). It is currently expected that the
Closing Date will occur during the third or fourth quarter of 1995. The
proposed New Advisory Contract is attached as Appendix A to this Proxy
Statement.
On April 17, 1989, at the request of the Present Adviser, the
Present Advisory Contract was approved by the Board of Trustees,
including the majority of the Independent Trustees, on behalf of
Independence One Michigan Municipal Cash Fund, Independence One Prime
Money Market Fund, and Independence One U.S. Treasury Money Market Fund,
and was recommended by the Trustees for shareholder approval. The
shareholders of each of these Funds approved the Present Advisory
Contract at a special meeting of shareholders on September 24, 1990.
Similarly, on September 26, 1991, at the request of the Present Adviser,
the Present Advisory Contract was approved by the Board of Trustees,
including the majority of the Independent Trustees, on behalf of
Independence One U.S. Government Securities Fund, and was recommended by
the Trustees for shareholder approval. The initial shareholder of
Independence One U.S. Government Securities Fund, Federated
Administrative Services, approved the Present Advisory Contract on
October 31, 1992. On March 7, 1995, the Present Advisory Contract was
renewed for one year by a majority vote of the Trustees, including a
majority of the Independent Trustees, cast in person at a meeting called
for that purpose, on behalf of Independence One Michigan Municipal Cash
Fund, Independence One Prime Money Market Fund, Independence One U.S.
Treasury Money Market Fund, and Independence One U.S. Government
Securities Fund.
Under the terms of the Present Advisory Contract, subject to the
direction of the Board of Trustees, the Present Adviser provides
investment research, advice, management, and supervision of the
investments of each Fund and conducts a continuous program of investment
evaluation and of appropriate sale or other disposition and reinvestment
of each Fund's assets. For its services, the Present Adviser is
entitled to receive an annual investment advisory fee from each Fund as
follows:
.40 of 1% average daily net assets of: Net Assets as of April
30, 1995
Independent One Michigan Municipal Cash Fund $66,856,403
Independence One Prime Money Market Fund $233,606,848
Independence One U.S. Treasury Money Market Fund $244,887,189
.70 of 1% of average daily net assets of:
Independence One U.S. Government Securities Fund $62,514,143
The Present Advisory Contract provides that each Fund shall pay
all of its own expenses and its allocable share of Trust expenses.
These expenses include expenses of administrative personnel and services
provided to the Trust by Federated Administrative Services at an annual
rate as described in each Fund's prospectus. However, the Present
Advisory Contract also provides that the Present Adviser may, from time
to time, and for such periods as its deems appropriate, reduce its
compensation by voluntarily limiting the expenses of a Fund. For the
fiscal year ended April 30, 1995 the Present Adviser earned the
following investment advisory fees:
$248,836 Independence One Michigan Municipal Cash Fund;
$1,066,096 Independence One Prime Money Market Fund;
$983,049 Independence One U.S. Treasury Money Market Fund;
$458,170 Independence One U.S. Government Securities Fund;
and waived advisory fees in the amount of $128,411, $0, $0 and $458,170,
respectively.
If approved by shareholders at this Special Meeting, the New
Advisory Contract will continue for two years after it takes effect,
unless terminated, and may be continued from year to year thereafter by
the Board of Trustees. The continuation of the New Advisory Contract
must be approved by a majority vote of the Trustees, including a
majority of the Independent Trustees, cast in person at a meeting called
for that purpose. The New Adviser has the right, in any year, to notify
the Trust in writing at least 60 days before the New Advisory Contract
anniversary date, that it does not desire a renewal of the New Advisory
Contract. The Trustees, or a majority of the outstanding voting shares
of a Fund, may terminate the New Advisory Contract with respect to that
Fund at any time without penalty by giving the New Adviser 60 days'
written notice. The New Advisory Contract may not be assigned and shall
terminate automatically in the event of any assignment as defined in the
1940 Act. The New Advisory Contract provides that it may be amended
with respect to a Fund by a vote of both a majority of the Trustees,
including a majority of the Independent Trustees, and by the holders of
a majority of the outstanding voting shares of that Fund.
As is the case with the Present Advisory Contract, the New
Advisory Contract provides that in the absence of willful misfeasance,
bad faith, gross negligence, or reckless disregard of the obligations or
duties of the New Adviser under the New Advisory Contract, the New
Adviser shall not be liable to a Fund, the Trust, 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.
The Trustees of the Trust, including the Independent Trustees,
reviewed and unanimously approved the New Advisory Contract on behalf of
each Fund and directed that it be submitted to shareholders for their
approval.
If the New Advisory Contract is approved by shareholders of a Fund
and the Merger is consummated, the New Advisory Contract will be
executed and become effective on the Closing Date. In the event the
Merger is not consummated, the Present Advisory Contract will continue
in accordance with its terms. If the Merger is consummated and if the
New Advisory Contract is not approved by the shareholders of a Fund, the
Present Advisory Contract will terminate and the Board of Trustees will
consider what actions should be taken, including but not limited to
requesting that the Present Adviser perform investment advisory services
for that Fund at cost until a new investment advisory contract is
approved by the shareholders.
Shareholders of the Funds are not being asked to vote on the
Merger.
PROPOSED MERGER OF MICHIGAN NATIONAL CORPORATION
The terms of the Merger Agreement provide that, upon consummation
of the Merger of Michigan National Corporation with and into NAB, each
outstanding share of Michigan National Corporation common stock will be
converted into the right to receive $110.
According to representatives of Michigan National Corporation,
after careful review and consideration, Michigan National Corporation's
Board of Directors determined that the terms of the Merger were fair to,
and in the best interests of, Michigan National Corporation and its
stockholders. The Trust was informed that Michigan National
Corporation's Board believes that the Merger will provide significant
value to all of its stockholders. Information concerning NAB's
operations and history is presented later in this Proxy Statement.
Consummation of the Merger is subject to the satisfaction of
certain conditions including, among others, the receipt of all necessary
regulatory approvals, and the obtaining of the approval of the
shareholders of Michigan National Corporation of the Merger Agreement.
The Merger Agreement may be terminated and the Merger abandoned at any
time prior to the Closing Date by the mutual consent of Michigan
National Corporation and NAB or upon the occurrence of other events
specified in the Merger Agreement. Completion of the Merger will occur
as soon as practicable after satisfaction or waiver of the applicable
conditions, which the parties anticipate will occur during the third or
fourth quarter of 1995.
TRUSTEES' RECOMMENDATIONS AND OTHER INFORMATION
The New Advisory Contract was unanimously approved on behalf of
each Fund by the Board of Trustees of the Trust, including the
Independent Trustees, at a meeting held on May 4, 1995. By approving
the New Advisory Contract, the Trustees have acted in what they believe
to be the best interest of the shareholders of each Fund. The Trustees
considered information relating to the Present Adviser, NAB, and the
consolidated entity that would result from the completion of the Merger,
including present capabilities and expertise in serving as investment
adviser to the Funds. They reviewed the terms of the New Advisory
Contract, including the fact that no change to any Fund's advisory fee
is being proposed. It was also noted that the New Adviser would
continue to be familiar with the Funds and their shareholder base.
Specifically in connection with approval of the New Advisory
Contract on behalf of each Fund, the Board considered that the terms of
the Merger do not require any change in the Funds' investment objectives
or policies, Michigan National Bank's investment management or operation
of the Funds, the investment personnel managing the Funds, or the
stockholder services or other business activities of the Funds.
Michigan National Bank has informed the Board that the Merger is not
expected to result in any such change, although no assurance can be
given that such a change will not occur. Michigan National Bank also
has advised that, at present, it is not aware of plans or proposals to
make any material changes in the business, corporate structure or
composition of senior management or personnel of Michigan National Bank,
or in the manner in which it renders investment advisory services to
each Fund. If, after the Merger, changes in Michigan National Bank are
proposed that might materially affect its services to a Fund, the Fund's
Board will consider the effect of those changes and take such action as
it deems advisable under the circumstances.
In light of these representations, in approving the New Advisory
Contract, the Board placed particular emphasis on Michigan National
Bank's record of service to the Funds and the expectation that the
Merger should not have any material adverse effect on the Funds' ongoing
operations or on the extent or quality of services provided by Michigan
National Bank to the Funds, or increase the cost to the Funds of such
services. It is noted in this regard that, as part of its ongoing
responsibilities, the Board throughout the years has monitered the
Funds' performance, as well as the manner in which Michigan National
Bank has carried out its duties as investment adviser.
The 1940 Act provides that in connection with the sale of any
interest in any investment adviser which results in the "assignment" of
any investment advisory agreement, an investment adviser of a registered
investment company such as the Funds, or an affiliated person of such
adviser, may receive any amount or benefit if (i) for a period of three
years after the sale, at least 75% of the members of the Board of
Trustees of the investment company are not interested persons of the
adviser or the predecessor adviser, and (ii) there is no "unfair burden"
imposed on the investment company as a result of such sale or any
express or implied terms, conditions or understanding applicable
thereto. For this purpose, "unfair burden" is defined to include any
arrangement during the two-year period after the transaction, whereby
the adviser or its predecessor or successor advisers, or any interested
persons of any such adviser, receives or is entitled to receive any
compensation directly or indirectly (i) from any person in connection
with the purchase or sale of securities or other property to, from or
one behalf of the investment company other than bona fide ordinary
compensation as principal underwriter for such company, or (ii) from the
investment company or its security holders for other than bona fide
advisory or other services. This provision of the 1940 Act was enacted
by Congress in 1975 to make it clear that an adviser (or an affiliated
person of the adviser) can realize a profit on the sale of the adviser's
business subject to the two safeguards described above. The Board of
Trustees of the Trust has requested and received assurances from
Michigan National Bank and NAB that no "unfair burden" will be imposed
on the Trust or any of the Funds as a result of the proposed
transaction.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS THAT THE
SHAREHOLDERS OF EACH FUND APPROVE THE NEW INVESTMENT ADVISORY CONTRACT
__________________
APPROVAL OR DISAPPROVAL OF A NEW SUB-ADVISORY
AGREEMENT ("NEW SUB-ADVISORY AGREEMENT")
(Applies only to Independence One U.S. Government Securities Fund)
Independence One Capital Management Corporation, 27777 Inkster Road,
Farmington Hills, Michigan, serves as sub-adviser to Independence One
U.S. Government Securities Fund pursuant to a sub-advisory agreement
dated October 31, 1992 (the "Present Sub-Advisory Agreement"). The
Present Sub-Adviser is a nationally recognized investment advisory
subsidiary of Michigan National Corporation.
As indicated in the section entitled "Approval or Disapproval of
New Advisory Contract" in this Proxy Statement, on February 4, 1995,
Michigan National Corporation and NAB signed a Merger Agreement. See
"Proposed Merger of Michigan National Corporation." Consummation of the
transaction contemplated by the Merger will cause the Present Sub-
Adviser to become an indirect wholly-owned subsidiary of NAB. This
change in ownership of the Present Sub-Adviser will automatically
terminate the Present Sub-Advisory Agreement in accordance with its
terms as required by the 1940 Act. Thus, although immediately following
the Merger, Independence One Capital Management Corporation would remain
the entity responsible for providing sub-advisory services to
Independence One U.S. Government Securities Fund, this change in
ownership requires approval by the shareholders of Independence One U.S.
Government Securities Fund of the New Sub-Advisory Agreement.
On May 4, 1995, the Trustees, including a majority of the
Independent Trustees, approved the New Sub-Advisory Agreement with
Independence One Capital Management Corporation to act as Independence
One U.S. Government Securities Fund's sub-adviser. The terms of the New
Sub-Advisory Agreement are identical in all material respects to the
Present Sub-Advisory Agreement, except for the effective date which, in
the case of the New Sub-Advisory Agreement, will be the Closing Date.
As indicated in the section entitled "Approval or Disapproval of New
Advisory Contract" of this Proxy Statement, it is currently expected
that the Closing Date will occur during the third or fourth quarter of
1995.
A copy of the New Sub-Advisory Agreement appears as Appendix B to
this Proxy Statement.
On August 31, 1992, at the request of the Present Sub-Adviser, the
Present Sub-Advisory Agreement was approved by the Board of Trustees,
including a majority of the Independent Trustees, and was recommended by
the Trustees for shareholder approval. Federated Administrative
Services, the initial shareholder of Independence One U.S. Government
Securities Fund, approved the Present Sub-Advisory Agreement on October
31, 1992. On March 7, 1995, the Present Sub-Advisory Agreement was
renewed for one year by a majority vote of the Trustees, including a
majority of the Independent Trustees, cast in person at a meeting called
for that purpose, on behalf of Independence One U.S. Government
Securities Fund.
Under the terms of the Present Sub-Advisory Agreement, subject to
the direction of the Board of Trustees, the Present Sub-Adviser assists
the Present Adviser in the purchase or sale of the Independence One U.S.
Government Securities Fund's portfolio instruments by furnishing
investment advice, statistical and other factual information as may,
from time to time, be reasonably requested by the Present Adviser. The
Present Sub-Adviser furnishes these services and information at no cost
to the Present Adviser or Independence One U.S. Government Securities
Fund.
If approved by shareholders at this Special Meeting, the New Sub-
Advisory Agreement will continue for two years after it takes effect,
unless terminated, and may be continued from year to year thereafter by
the Board of Trustees. The continuation of the New Sub-Advisory
Agreement must be approved by a majority vote of the Trustees, including
a majority of the Independent Trustees, cast in person at a meeting
called for that purpose. The New Sub-Adviser has the right, in any
year, to notify Independence One U.S. Government Securities Fund in
writing at least 60 days before the New Sub-Advisory Agreement
anniversary date, that it does not desire a renewal of the New Sub-
Advisory Agreement. The Trustees, or a majority of the outstanding
voting shares of Independence One U.S. Government Securities Fund, may
terminate the New Sub-Advisory Agreement at any time without penalty by
giving the New Sub-Adviser 60 days' written notice. The New Sub-
Advisory Agreement may not be assigned and shall terminate automatically
in the event of any assignment as defined in the 1940 Act. The New Sub-
Advisory Agreement provides that it may be amended by a vote of both a
majority of the Trustees, including a majority of the Independent
Trustees, and by the holders of a majority of the outstanding voting
shares of Independence One U.S. Government Securities Fund.
The Trustees of Independence One U.S. Government Securities Fund,
including the Independent Trustees, reviewed and unanimously approved
the New Sub-Advisory Agreement and directed that it be submitted to
shareholders for their approval.
If the New Sub-Advisory Agreement and the New Advisory Contract
are approved by shareholders of Independence One U.S. Government
Securities Fund and the Merger is consummated, the New Sub-Advisory
Agreement will be executed and become effective on the Closing Date. In
the event the Merger is not consummated, the Present Sub-Advisory
Agreement (as well as the Present Advisory Contract) will continue in
accordance with their terms. If the Merger is consummated and if the
New Advisory Contract is approved but the New Sub-Advisory Agreement is
not approved by the shareholders of the Fund, Michigan National Bank
would be fully responsible for the Fund's investment activities. If the
Merger is consummated and if neither the New Advisory Contract nor the
New Sub-Advisory Agreement is approved by the shareholders of the Fund,
the Present Sub-Advisory Agreement will terminate and the Board of
Trustees will consider what actions should be taken, including but not
limited to requesting that the Present Adviser or Present Sub-Adviser
perform investment advisory services at cost until a new investment
advisory contract is approved by the shareholders.
As indicated earlier in this Proxy Statement under the section
entitled "Approval or Disapproval of a New Advisory Contract," there are
various conditions precedent to the consummation of the Merger including
approval of the shareholders of Michigan National Corporation and
approval of regulatory authorities. Shareholders of Independence One
U.S. Government Securities Fund are not being asked to vote on the
Merger.
TRUSTEES' RECOMMENDATIONS AND OTHER INFORMATION
The New Sub-Advisory Agreement was unanimously approved on behalf
of Independence One U.S. Government Securities Fund by the Board of
Trustees of the Trust, including the Independent Trustees, at a meeting
held on May 4, 1995. By approving the New Sub-Advisory Agreement, the
Trustees have acted in what they believe to be the best interest of the
shareholders of Independence One U.S. Government Securities Fund. The
Trustees considered information relating to the Present Sub-Adviser,
NAB, and the consolidated entity that would result from the completion
of the Merger, including present capabilities and expertise in serving
as sub-adviser to the Independence One U.S. Government Securities Fund.
They reviewed the terms of the New Sub-Advisory Agreement, including the
fact that the sub-advisory services would continue to be performed at no
cost to the adviser or the Fund. It was also noted that the New Sub-
Adviser would continue to be familiar with the Fund and its shareholder
base.
The section entitled "Trustees' Recommendations and Other
Information" that appears earlier in this Proxy Statement discusses
additional factors considered by the Trustees, as well as matters such
as "assignment" of an investment advisory contract and "unfair burden"
with respect to the realization of a profit by the Present Adviser as a
result of the Merger. These statements are also applicable to
shareholders of Independence One U.S. Government Securities Fund with
respect to the approval or disapproval of the New Sub-Advisory
Agreement. Shareholders should therefore review this information prior
to determining whether to approve the New Sub-Advisory Agreement.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS THAT THE SHAREHOLDERS OF
INDEPENDENCE ONE U.S. GOVERNMENT SECURITIES FUND APPROVE THE NEW SUB-
ADVISORY AGREEMENT
__________________
NATIONAL AUSTRALIA BANK LIMITED
NAB is a transnational banking organization headquartered at 500
Bourke Street, Melbourne, Australia. NAB is a publicly owned company,
whose shares are widely held and traded on the Australian Stock Exchange
Limited. The following information appeared in NAB's Annual Report for
its fiscal year ended September 30, 1994.
NAB, together with its subsidiaries (collectively, the "Group"),
is one of the four major Australian commercial banks ("trading banks" in
Australian terminology) which together account for approximately 70.2%
of commercial banking assets in Australia as of September 1994,
according to the Reserve Bank of Australia Bulletin. The Group
undertakes a range of banking, financial and related activities in
Australia and elsewhere in the world, including commercial banking,
savings banking, finance and life insurance and merchant and investment
banking. As of September 30, 1994, Group assets totalled $125.9
billion, of which approximately 56.5% was domiciled in Australia, and
Group deposits totalled $78.8 billion, of which approximately 50.8% was
domiciled in Australia.
NAB was established as "The National Bank of Australasia" in 1858
in Victoria, Australia. Through internal expansion and the acquisition
of other banks, NAB developed into a national commerical bank. In its
present form, NAB is the product of the merger in 1981 of The National
Bank of Australasia Limited and Commerical Banking Company of Sydney
Limited, the latter Bank being established in 1834 in New South Wales,
Australia.
At September 30, 1994 the Group had 49,163 full-time and part-time
employees worldwide (43,871 full-time equivalents).
Banking, the Group's principal business activity, is conducted in
Australia by NAB and internationally by NAB and certain subsidiaries.
As of September 30, 1994, NAB was the second largest commercial bank in
Australia (according to the Reserve Bank of Australia Bulletin) based on
domestic assets of $75 billion. The Group is the largest Australian
banking group based on its global assets of $125.9 billion.
Consistent with its philosophy of providing customers with a
comprehensive range of financial products and services, in 1985 the
Group established a life insurance and funds management entity, National
Australia Financial Management Limited. This entity and its
subsidiaries provide the Australian market with a range of personal
financial planning services, personal life and disability insurance,
personal superannuation and managed investments, corporate
superannuation, group life insurance and various investment management
services. At September 30, 1994, funds under managment amounted to $4.0
billion. Two of the Group's banking subsidiaries in the United Kindom,
Yorkshire Bank and Northern Bank, offer certain insurance and investment
products through subsidiaries, mainly in the areas of funds managment
and other investment related products.
At November 11, 1994, the directors* and principal executive
officer of NAB were as follows:
Name and Position Position/Directorship Principal
with NAB Held Since
Occupation(s)
William Robert Mitchel Irvine 1992/1979 Barrister
and
Chairman and Director Solicitor;
Director, National Australia
Bank
Superannuation Fund Pty
Ltd. and Bank of New
Zealand; Chairman, National
Australia Financial
Managment Limited and
National Australia Group (UK)
Limited; former Partner,
Hedderwick
Fookes & Alston,
Solicitors.
Brian Thorley Loton 1992/1988 Chairman,
The
Vice-Chariman Broken Hill
and Director Proprietary
Company
Limited;
Director,
Amcor
Limited and
Australian
Foundation
Investment
Company Limited; Alternate
Director, National
Australia Group (UK)
Limited; former Managing
Director, The Broken
Hill Proprietary
Company Limited.
Name and Position Position/Directorship Principal
with NAB Held Since
Occupation(s)
David Kennedy Macfarlane 1992/1985 Chairman
NAB's
Vice-Chairman Principal
Board
and Director Audit
Committee;
Director,
Bank of
New Zealand;
Alternate Director, National
Australia Group (UK)
Limited; 33 years' experience
with James Hardie
Industries Limited, 12 years of
which as Managing
Director.
Donald Robert Argus 1990/1989 Director,
National
Managing Director and Australia
Bank
Chief Executive Officer
Superannuation
Fund Pty
Ltd, Bank
of New
Zealand, Clydesdale
Bank PLC,
National Australia
Financial Management
Limited, National Australia
Group (UK)
Limited, National
Irish Bank Limited,
Northern Bank Limited
and Yorkshire
Bank PLC.
David Charles Keith Allen 1992 Managing
Director,
Director Woodside
Petroleum
Limited.
Peter John Waraker Cottrell 1985 Chairman,
Email
Director Limited;
member
of NAB's
Principal Board Audit
Committee.
Name and Position Position/Directorship Principal
with NAB Held Since
Occupation(s)
Dr. Christopher Michael Deeley 1992 Non-
Executive
Director Director and
Chairman,
North
Limited;
Director, Goodman
Fielder Limited;
former Managing
Director and Chief
Executive, ICI Australia
Limited.
David Alexander Tange Dickins 1981 Chartered
Director Accountant;
Alternate
Director,
Bank of New Zealand;
former Partner, Court & Co.
Chartered
Accountants; former
Director, The
Commercial Banking
Company of Sydney
Limited.
The Lord Nickson 1991 Chairman,
Director Clydesdale
Bank
PLC;
Director, National
Australia
Group
(UK)
Limited.
Mark Richard Rayner 1985 Director and
Group
Director Executive,
CRA
Limited;
Deputy
Chairman and
former Managing Director,
Comalco
Limited,
Chairman, Pasminco
Limited; member of
NAB's Principal
Board Audit
Committee.
Name and Position Position/Directorship Principal
with NAB Held Since
Occupation(s)
Joseph Charles Trethowan 1984 Vice
Chairman
Director of Directors
and
Chairman,
Audit
Committee of
National Australia Financial
Managment Limited;
member of NAB's
Principal Board Audit
Committee; former Chairman and
General Manager, State
Electricity Commission
of Victoria.
Andrew Trunbull 1992 Non-
Executive
Director Chairman and
former Managing Director and
Chief Executive
Officer, Burns Philip
and
Company
Limited.
Sir Bruce Dunstan Watson 1992 Former
Chairman, Director Director,
and Chief
Executive
Officer, MIM
Holdings
Limited.
________________
*The Directors of NAB are classified as either Executive or Non-
Executive, with the former being those Directors engaged in the
full-time employment of NAB.
Mr. Donald Argus is the only Executive Director.
The address of the Directors and principal executive officer of NAB is
c/o 500 Bourke Street, Melbourne, Australia.
OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY
While the Special Meeting is called to act upon any other
business that may properly come before it, at the date of this Proxy
Statement the only business which the management intends to present or
knows that others will present is the business mentioned in the Notice
of Meeting. If any other matters lawfully come before the Special
Meeting, and in all procedural matters at the Special Meeting, it is the
intention that the enclosed proxy shall be voted in accordance with the
best judgment of the attorneys named therein, or their substitutes,
present and acting at the Special Meeting.
If at the time any session of the Special Meeting is called to
order, a quorum is not present in person or by proxy, the persons named
as proxies may vote those proxies which have been received to adjourn
the Special Meeting to a later date. In the event that a quorum is
present but sufficient votes in favor of one or more of the proposals
have not been received, the persons named as proxies may propose one or
more adjournments of the Special Meeting to permit further solicitation
of proxies with respect to any such proposal. All such adjournments
will require the affirmative vote of a majority of the shares for a Fund
present in person or by proxy at the session of the Special Meeting to
be adjourned. The persons named as proxies will vote those proxies
which they are entitled to vote in favor of the proposal, in favor of
such an adjournment, and will vote those proxies required to be voted
against the proposal, against any such adjournment. A vote may be taken
on one or more of the proposals in this Proxy Statement prior to any
such adjournment if sufficient votes for its approval have been received
and it is otherwise appropriate.
The following shareholder(s) of record owned 5% or more of the
outstanding shares of the Funds indicated below as of June 5, 1995:
Independence One Michigan Municipal Cash Fund
Independence One Prime Money Market Fund
Independence One U.S. Government Securities Fund
Independence One U.S. Treasury Money Market Fund
If you do not expect to attend the Special Meeting, please sign
you proxy card promptly and return it in the enclosed envelope to avoid
unnecessary expense and delay. No postage is necessary.
By Order of the Trustees
June 16, 1995 Jay S. Neuman
Secretary
Appendix A
("NEW ADVISORY CONTRACT")
INDEPENDENCE ONE MUTUAL FUNDS
INVESTMENT ADVISORY CONTRACT
This Contract is made between Michigan National Bank, a national
banking association 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 remain in effect for each Fund until the first meeting of
Shareholders held after the execution date of an exhibit relating to the
respective Fund, and if approved at such meeting by the shareholders of
a particular Fund, 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 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 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 ___ day of _______, 1995.
Attest: MICHIGAN NATIONAL BANK
By:
Secretary Vice President
Attest: INDEPENDENCE ONE MUTUAL FUNDS
By:
Secretary President
EXHIBIT B
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 ___ day of _______, 1995.
Attest: MICHIGAN NATIONAL BANK
By:
Secretary Vice President
Attest: INDEPENDENCE ONE MUTUAL FUNDS
By:
Secretary President
EXHIBIT C
IINDEPENDENCE 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 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 ___ day of _______, 1995.
Attest: MICHIGAN NATIONAL BANK
By:
Secretary Vice President
Attest: INDEPENDENCE ONE MUTUAL FUNDS
By:
Secretary President
EXHIBIT D
INVESTMENT ADVISORY CONTRACT
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 ___ day of _______, 1995.
Attest: MICHIGAN NATIONAL BANK
By:
Secretary Vice President
Attest: INDEPENDENCE ONE MUTUAL FUNDS
/s/ By:
Assistant Secretary President
Appendix B
("NEW SUB-ADVISORY AGREEMENT")
Independence One Mutual Funds
SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made between Michigan National Bank, a national
banking association (hereinafter referred to as "Adviser") and
Independence One Capital Management Corporation, a registered investment
adviser located in Farmington Hills, Michigan (hereinafter referred to
as the "Sub-Adviser").
WITNESSETH:
That the parties hereto, intending to be legally bound hereby
agree as follows:
1. Sub-Adviser hereby agrees to furnish to Adviser in its
capacity as investment adviser to the Independence One U.S. Government
Securities Fund (the "Fund"), a portfolio of Independence One Mutual
Funds ("Trust"), such investment advice, statistical and other factual
information, as may from time to time be reasonably requested by Adviser
for the Fund which may be offered in one or more classes of shares
("Classes").
2. For its services under this Agreement, Sub-Adviser shall
receive from Adviser no annual fee ("the Sub-Advisory Fee").
Notwithstanding any other provision of this Agreement, the Sub-
Adviser may from time to time and for such periods as it deems
appropriate assume expenses of the Fund or Class of the Fund to the
extent that the Fund's expenses exceed such lower expense limitation as
the Sub-Adviser may, by notice to the Trust on behalf of the Fund,
voluntarily declare to be effective.
3. This Agreement shall begin for the Fund on the date that the
parties execute this Agreement. This Agreement shall remain in effect
for the Fund until the first meeting of Shareholders held after the
execution date and if approved at such meeting by the shareholders of
the Fund, 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) Sub-Adviser shall not have notified the Adviser and
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 Sub-Adviser does not desire such continuation with
respect to the Fund.
4. 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 Act) of the
Fund on sixty (60) days' written notice to Adviser; (b) by Sub-Adviser
or Adviser upon 120 days' written notice to the other party to the
Agreement.
5. This Agreement shall automatically terminate: (a) in the
event of its assignment (as defined in the Investment Company Act of
1940); or (b) in the event of termination of the Investment Advisory
Contract for any reason whatsoever.
6. So long as both Adviser and Sub-Adviser shall be legally
qualified to act as an investment adviser to the Fund, neither Adviser
nor Sub-Adviser shall act as an investment adviser (as such term is
defined in the Investment Company Act of 1940) to the Fund except as
provided herein and in the Investment Advisory Contract 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 3 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 6.
7. 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
persons, as defined in Section 2(a)(19) of the Investment Company Act of
1940, of any such party at a meeting called for that purpose, and by the
holders of a majority of the outstanding voting securities (as defined
in Section 2(a)(42) of the Investment Company Act of 1940) of the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed on their behalf by their duly authorized officers, this
_____ day of _________, 1995.
ATTEST: Michigan National Bank
By:
Vice President Secretary
Independence One Capital Management
Corporation
By:
Secretary First Vice President
INDEPENDENCE ONE MICHIGAN MUNICIPAL CASH FUND
P.O. Box 1119
Boston MA 02103
___________________________________________________________
INDEPENDENCE ONE MICHIGAN MUNICIPAL CASH FUND
a Portfolio of
INDEPENDENCE ONE MUTUAL FUNDS
CUSIP NO. 453777401
FOR SPECIAL MEETING OF SHAREHOLDERS ______, 1995
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned shareholders of
Independence One Michigan Municipal Cash Fund, a portfolio of Independence One
Mutual Funds hereby appoint Patricia F. Conner, Jay S. Neuman, Erin Ratesic,
Leanne O'Brien, and Jody L. Petras, or any of them true and lawful attorneys,
with power of substitution of each, to vote all shares of Independence One
Michigan Municipal Cash Fund, a portfolio of Independence One Mutual Funds,
which the undersigned is entitled to vote, at the Special Meeting of
Shareholders to be held on _____, 1995, at Federated Investors Tower,
Pittsburgh, Pennsylvania, at ____ p.m. (Eastern Time) and at any adjournment
thereof.
Discretionary authority is hereby conferred as to all other matters as may
properly come before the Special Meeting.
PROPOSALS
1. TO APPROVE OR DISAPPROVE A NEW INVESTMENT ADVISORY CONTRACT BETWEEN THE
TRUST, ON BEHALF OF INDEPENDENCE ONE MICHIGAN MUNICIPAL CASH FUND, AND
MICHIGAN NATIONAL BANK; AND
2. TO ELECT ONE TRUSTEE.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES.
The attorneys named will vote the shares represented by this proxy in
accordance with the choices made on this card. IF NO CHOICE IS INDICATED AS
TO ANY ITEM, THIS PROXY WILL BE VOTED AFFIRMATIVELY ON THAT MATTER.
PLEASE RETURN THE BOTTOM PORTION WITH YOUR VOTE IN
THE ENCLOSED ENVELOPE AND RETAIN THE TOP PORTION. Place the
ballot so that the return address, located on the reverse side of the mail-in-
stub, appears through the window of the envelope.
Independence One Michigan Municipal PROXY VOTING MAIL-IN STUB
Cash Fund
RECORD DATE SHARES
PROPOSAL 1: TO APPROVE OR DISAPPROVE A NEW
INVESTMENT ADVISORY CONTRACT BETWEEN THE
TRUST, ON BEHALF OF INDEPENDENCE ONE MICHIGAN
MUNICIPAL CASH FUND, AND MICHIGAN NATIONAL
BANK
FOR: THE NEW INVESTMENT ADVISORY CONTRACT BETWEEN THE TRUST,
ON BEHALF OF INDEPENDENCE ONE MICHIGAN MUNICIPAL CASH FUND,
AND MICHIGAN NATIONAL BANK
AGAINST: THE NEW INVESTMENT ADVISORY CONTRACT BETWEEN THE
TRUST, ON BEHALF OF INDEPENDENCE ONE MICHIGAN MUNICIPAL CASH
FUND, AND MICHIGAN NATIONAL BANK
ABSTAIN
PROPOSAL 2: TO ELECT ONE TRUSTEE
FOR: THOMAS S. WILSON AS TRUSTEE
AGAINST: THOMAS S. WILSON AS TRUSTEE
ABSTAIN
Please sign EXACTLY as your name(s) appear
above. When signing as attorney, executor,
administrator, guardian, trustee, custodian,
etc., please give your full title as such. If a
corporation or partnership, please sign the full
name by an authorized officer or partner. If
stock is owned jointly, all owners should sign.
_____________________________________
Signature(s) of Shareholder(s)
Date:________________________________
INDEPENDENCE ONE PRIME MONEY MARKET FUND
P.O. Box 1119
Boston MA 02103
___________________________________________________________
INDEPENDENCE ONE PRIME MONEY MARKET FUND
a Portfolio of
INDEPENDENCE ONE MUTUAL FUNDS
CUSIP NO. 453777203
FOR SPECIAL MEETING OF SHAREHOLDERS ______, 1995
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned shareholders of
Independence One Prime Money Market Fund, a portfolio of Independence One
Mutual Funds hereby appoint Patricia F. Conner, Jay S. Neuman, Erin Ratesic,
Leanne O'Brien, and Jody L. Petras, or any of them true and lawful attorneys,
with power of substitution of each, to vote all shares of Independence One
Prime Money Market Fund, a portfolio of Independence One Mutual Funds, which
the undersigned is entitled to vote, at the Special Meeting of Shareholders to
be held on _____, 1995, at Federated Investors Tower, Pittsburgh,
Pennsylvania, at ____ p.m. (Eastern Time) and at any adjournment thereof.
Discretionary authority is hereby conferred as to all other matters as may
properly come before the Special Meeting.
PROPOSALS
1. TO APPROVE OR DISAPPROVE A NEW INVESTMENT ADVISORY CONTRACT BETWEEN THE
TRUST, ON BEHALF OF INDEPENDENCE ONE PRIME MONEY MARKET FUND, AND MICHIGAN
NATIONAL BANK; AND
2. TO ELECT ONE TRUSTEE.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES.
The attorneys named will vote the shares represented by this proxy in
accordance with the choices made on this card. IF NO CHOICE IS INDICATED AS
TO ANY ITEM, THIS PROXY WILL BE VOTED AFFIRMATIVELY ON THAT MATTER.
PLEASE RETURN THE BOTTOM PORTION WITH YOUR VOTE IN
THE ENCLOSED ENVELOPE AND RETAIN THE TOP PORTION. Place the
ballot so that the return address, located on the reverse side of the mail-in-
stub, appears through the window of the envelope.
Independence One Prime Money PROXY VOTING MAIL-IN STUB
Market Fund
RECORD DATE SHARES
PROPOSAL 1: TO APPROVE OR DISAPPROVE A NEW
INVESTMENT ADVISORY CONTRACT BETWEEN THE
TRUST, ON BEHALF OF INDEPENDENCE ONE PRIME MONEY
MARKET FUND, AND MICHIGAN NATIONAL
BANK
FOR: THE NEW INVESTMENT ADVISORY CONTRACT BETWEEN THE TRUST,
ON BEHALF OF INDEPENDENCE ONE PRIME MONEY MARKET FUND, AND
MICHIGAN NATIONAL BANK
AGAINST: THE NEW INVESTMENT ADVISORY CONTRACT BETWEEN THE
TRUST, ON BEHALF OF INDEPENDENCE ONE PRIME MONEY MARKET
FUND, AND MICHIGAN NATIONAL BANK
ABSTAIN
PROPOSAL 2: TO ELECT ONE TRUSTEE
FOR: THOMAS S. WILSON AS TRUSTEE
AGAINST: THOMAS S. WILSON AS TRUSTEE
ABSTAIN
Please sign EXACTLY as your name(s) appear
above. When signing as attorney, executor,
administrator, guardian, trustee, custodian,
etc., please give your full title as such. If a
corporation or partnership, please sign the full
name by an authorized officer or partner. If
stock is owned jointly, all owners should sign.
_____________________________________
Signature(s) of Shareholder(s)
Date:________________________________
INDEPENDENCE ONE U.S. TREASURY MONEY MARKET FUND
P.O. Box 1119
Boston MA 02103
___________________________________________________________
INDEPENDENCE ONE U.S. TREASURY MONEY MARKET FUND
a Portfolio of
INDEPENDENCE ONE MUTUAL FUNDS
CUSIP NO. 453777708
FOR SPECIAL MEETING OF SHAREHOLDERS ______, 1995
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned shareholders of
Independence One U.S. Treasury Money Market Fund, a portfolio of Independence
One Mutual Funds hereby appoint Patricia F. Conner, Jay S. Neuman, Erin
Ratesic, Leanne O'Brien, and Jody L. Petras, or any of them true and lawful
attorneys, with power of substitution of each, to vote all shares of
Independence One U.S. Treasury Money Market Fund, a portfolio of Independence
One Mutual Funds, which the undersigned is entitled to vote, at the Special
Meeting of Shareholders to be held on _____, 1995, at Federated Investors
Tower, Pittsburgh, Pennsylvania, at ____ p.m. (Eastern Time) and at any
adjournment thereof.
Discretionary authority is hereby conferred as to all other matters as may
properly come before the Special Meeting.
PROPOSALS
1. TO APPROVE OR DISAPPROVE A NEW INVESTMENT ADVISORY CONTRACT BETWEEN THE
TRUST, ON BEHALF OF INDEPENDENCE ONE U.S. TREASURY MONEY MARKET FUND, AND
MICHIGAN NATIONAL BANK; AND
2. TO ELECT ONE TRUSTEE.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The attorneys named will vote the shares represented by this proxy in
accordance with the choices made on this card. IF NO CHOICE IS INDICATED AS
TO ANY ITEM, THIS PROXY WILL BE VOTED AFFIRMATIVELY ON THAT MATTER.
PLEASE RETURN THE BOTTOM PORTION WITH YOUR VOTE IN
THE ENCLOSED ENVELOPE AND RETAIN THE TOP PORTION. Place the
ballot so that the return address, located on the reverse side of the mail-in-
stub, appears through the window of the envelope.
Independence One U.S. Treasury Money PROXY VOTING MAIL-IN Market
Fund STUB
RECORD DATE SHARES
PROPOSAL 1: TO APPROVE OR DISAPPROVE A NEW
INVESTMENT ADVISORY CONTRACT BETWEEN THE
TRUST, ON BEHALF OF INDEPENDENCE ONE U.S. TREASURY MONEY
MARKET FUND, AND MICHIGAN NATIONAL BANK
FOR: THE NEW INVESTMENT ADVISORY CONTRACT BETWEEN THE TRUST,
ON BEHALF OF INDEPENDENCE ONE U.S. TREASURY MONEY MARKET
FUND, AND MICHIGAN NATIONAL BANK
AGAINST: THE NEW INVESTMENT ADVISORY CONTRACT BETWEEN THE
TRUST, ON BEHALF OF INDEPENDENCE ONE U.S. TREASURY MONEY
MARKET FUND, AND MICHIGAN NATIONAL BANK
ABSTAIN
PROPOSAL 2: TO ELECT ONE TRUSTEE
FOR: THOMAS S. WILSON AS TRUSTEE
AGAINST: THOMAS S. WILSON AS TRUSTEE
ABSTAIN
Please sign EXACTLY as your name(s) appear
above. When signing as attorney, executor,
administrator, guardian, trustee, custodian,
etc., please give your full title as such. If a
corporation or partnership, please sign the full
name by an authorized officer or partner. If
stock is owned jointly, all owners should sign.
_____________________________________
Signature(s) of Shareholder(s)
Date:________________________________
INDEPENDENCE ONE U.S. GOVERNMENT SECURITIES FUND
P.O. Box 1119
Boston MA 02103
___________________________________________________________
INDEPENDENCE ONE U.S. GOVERNMENT SECURITIES FUND
a Portfolio of
INDEPENDENCE ONE MUTUAL FUNDS
CUSIP NO. 453777807
FOR SPECIAL MEETING OF SHAREHOLDERS ______, 1995
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned shareholders of
Independence One U.S. Government Securities Fund, a portfolio of Independence
One Mutual Funds hereby appoint Patricia F. Conner, Jay S. Neuman, Erin
Ratesic, Leanne O'Brien, and Jody L. Petras, or any of them true and lawful
attorneys, with power of substitution of each, to vote all shares of
Independence One U.S. Government Securities Fund, a portfolio of Independence
One Mutual Funds, which the undersigned is entitled to vote, at the Special
Meeting of Shareholders to be held on _____, 1995, at Federated Investors
Tower, Pittsburgh, Pennsylvania, at ____ p.m. (Eastern Time) and at any
adjournment thereof.
Discretionary authority is hereby conferred as to all other matters as may
properly come before the Special Meeting.
PROPOSALS
1. TO APPROVE OR DISAPPROVE A NEW INVESTMENT ADVISORY CONTRACT BETWEEN THE
TRUST, ON BEHALF OF INDEPENDENCE ONE U.S. GOVERNMENT SECURITIES FUND, AND
MICHIGAN NATIONAL BANK;
2. TO APPROVE OR DISAPPROVE A NEW SUB-ADVISORY AGREEMENT BETWEEN INDEPENDENCE
ONE CAPITAL MANAGEMENT CORPORATION AND MICHIGAN NATIONAL BANK, ON BEHALF OF
INDEPENDENCE ONE U.S. GOVERNMENT SECURITIES FUND; AND
3. TO ELECT ONE TRUSTEE.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The attorneys named will vote the shares represented by this proxy in
accordance with the choices made on this card. IF NO CHOICE IS INDICATED AS
TO ANY ITEM, THIS PROXY WILL BE VOTED AFFIRMATIVELY ON THAT MATTER.
PLEASE RETURN THE BOTTOM PORTION WITH YOUR VOTE IN
THE ENCLOSED ENVELOPE AND RETAIN THE TOP PORTION. Place the
ballot so that the return address, located on the reverse side of the mail-in-
stub, appears through the window of the envelope.
Independence One U.S. Government PROXY VOTING MAIL-IN Securities Fund
STUB
RECORD DATE SHARES
PROPOSAL 1: TO APPROVE OR DISAPPROVE A NEW
INVESTMENT ADVISORY CONTRACT BETWEEN THE
TRUST, ON BEHALF OF INDEPENDENCE ONE U.S. GOVERNMENT
SECURITIES FUND, AND MICHIGAN NATIONAL BANK
FOR: THE NEW INVESTMENT ADVISORY CONTRACT BETWEEN THE TRUST,
ON BEHALF OF INDEPENDENCE ONE U.S. GOVERNMENT SECURITIES
FUND, AND MICHIGAN NATIONAL BANK
AGAINST: THE NEW INVESTMENT ADVISORY CONTRACT BETWEEN THE
TRUST, ON BEHALF OF INDEPENDENCE ONE U.S. GOVERNMENT
SECURITIES FUND, AND MICHIGAN NATIONAL BANK
ABSTAIN
PROPOSAL 2: TO APPROVE OR DISAPPROVE A NEW SUB-ADVISORY AGREEMENT
BETWEEN INDEPENDENCE ONE CAPITAL MANAGEMENT CORPORATION AND
MICHIGAN NATIONAL BANK, ON BEHALF OF INDEPENDENCE ONE U.S.
GOVERNMENT SECURITIES FUND
FOR: THE NEW SUB-ADVISORY AGREEMENT BETWEEN INDEPENDENCE ONE
CAPITAL MANAGEMENT CORPORATION AND MICHIGAN NATIONAL BANK,
ON BEHALF OF INDEPENDENCE ONE U.S. GOVERNMENT SECURITIES
FUND
AGAINST: THE NEW SUB-ADVISORY AGREEMENT BETWEEN INDEPENDENCE
ONE CAPITAL MANAGEMENT CORPORATION AND MICHIGAN NATIONAL
BANK, ON BEHALF OF INDEPENDENCE ONE U.S. GOVERNMENT
SECURITIES FUND
ABSTAIN
PROPOSAL 3: TO ELECT ONE TRUSTEE
FOR: THOMAS S. WILSON AS TRUSTEE
AGAINST: THOMAS S. WILSON AS TRUSTEE
ABSTAIN
Please sign EXACTLY as your name(s) appear
above. When signing as attorney, executor,
administrator, guardian, trustee, custodian,
etc., please give your full title as such. If a
corporation or partnership, please sign the full
name by an authorized officer or partner. If
stock is owned jointly, all owners should sign.
_____________________________________
Signature(s) of Shareholder(s)
Date:________________________________
