SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
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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
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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1. Title of each class of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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INDEPENDENCE ONE MUTUAL FUNDS
INDEPENDENCE ONE PRIME MONEY MARKET FUND
INDEPENDENCE ONE U.S. TREASURY MONEY MARKET FUND
INDEPENDENCE ONE MICHIGAN MUNICIPAL CASH FUND
INDEPENDENCE ONE U.S. GOVERNMENT SECURITIES FUND
INDEPENDENCE ONE FIXED INCOME FUND
INDEPENDENCE ONE EQUITY PLUS FUND
INDEPENDENCE ONE SMALL CAP FUND
INDEPENDENCE ONE INTERNATIONAL EQUITY FUND
5800 CORPORATE DRIVE
PITTSBURGH, PA 15237-7010
January 30, 2001
A LETTER FROM THE PRESIDENT
Dear Shareholders:
I am writing to request that the shareholders of each Fund (individually, a
"Fund", and collectively, the "Funds") of the Independence One Mutual Funds (the
"Trust") consider an important matter relating to your investment in the Funds
in connection with a special meeting of shareholders (the "Meeting") of the
Trust, to be held on March 15, 2001 at 2:00 p.m., Eastern time, at the Trust's
principal place of business, 5800 Corporate Drive, Pittsburgh, PA 15237-7010.
Separately, the shareholders of each of Independence One Equity Plus Fund
("Equity Plus Fund"), Independence One Small Cap Fund ("Small Cap Fund") and
Independence One International Equity Fund ("International Equity Fund") will be
asked at the Meeting to consider an additional matter of particular importance
to each of those Funds. Finally, the shareholders of each Fund will be asked to
elect Nathan Forbes as a trustee of the Funds.
Michigan National Bank ("MNB") is the adviser to each of the Funds. MNB is a
wholly-owned subsidiary of Michigan National Corporation ("MNC"), which in turn
is indirectly owned by National Australia Bank Limited ("NAB"). Pursuant to an
agreement entered into on November 22, 2000, it is expected that ABN AMRO North
America, Inc. or one of its affiliates ("ABN AMRO") will purchase all of the
outstanding stock of MNC from NAB. As required by the Investment Company Act of
1940 (the "1940 Act"), we are asking the shareholders of each Fund to approve a
new advisory contract with MNB's affiliate, Independence One Capital Management
Corporation ("IOCM"), that is substantially identical to each Fund's current
advisory contract with MNB, except for the dates of execution and termination.
In addition, as required by the 1940 Act, we are asking the shareholders of
Equity Plus Fund and Small Cap Fund each to approve a new subadvisory contract
with each such Fund's current subadvisor, Sosnoff Sheridan Corporation, that is
substantially identical to each such Fund's current subadvisory contract with
Sosnoff Sheridan Corporation, except for the dates of execution and termination.
The Board of Trustees of the Trust (the "Board" or "Board of Trustees") has
carefully reviewed the change in control of MNC. ABN AMRO and MNB have each told
the Board that it believes that the acquisition transaction will have no
material effect on the advisory services provided to the Funds by MNB or IOCM.
In addition, no contractual fees will increase and ABN AMRO and MNC believe that
no portfolio managers will change as an immediate result of the transaction.
THEREFORE, THE BOARD UNANIMOUSLY APPROVED THE NEW ADVISORY AGREEMENT WITH IOCM,
AND THE NEW SUBADVISORY CONTRACTS WITH SOSNOFF SHERIDAN CORPORATION, AND
RECOMMENDS THAT YOU VOTE "FOR" THE NEW ADVISORY AGREEMENT AND NEW SUBADVISORY
AGREEMENTS.
As a separate matter, MNB and the Board of Trustees have determined to replace
International Equity Fund's current subadviser, National Australia Asset
Management, Ltd., a wholly-owned subsidiary of NAB, with a new subadviser, ABN
AMRO Asset Management (USA) LLC ("AAAM"), which is an indirect wholly-owned
subsidiary of ABN AMRO. Accordingly, we are asking the shareholders of the
International Equity Fund to approve a new subadvisory agreement between IOCM
and AAAM, on behalf of the International Equity Fund.
The Board of Trustees has carefully reviewed the management capabilities and
investment performance record of AAAM and believes that shareholders of
International Equity Fund will benefit from the proposed change in subadviser.
In addition, the proposed change in subadviser will not result in any change in
the fees payable by International Equity Fund. THEREFORE, THE BOARD UNANIMOUSLY
APPROVED A NEW SUBADVISORY AGREEMENT WITH AAAM AND RECOMMENDS THAT SHAREHOLDERS
OF INTERNATIONAL EQUITY FUND VOTE "FOR" THE NEW SUBADVISORY AGREEMENT.
YOUR VOTE IS IMPORTANT! PLEASE TAKE A MOMENT TO REVIEW THIS DOCUMENT AND FILL
OUT, SIGN AND RETURN THE ENCLOSED PROXY CARD.
I am sure that you, like most people, lead a busy life and are tempted to put
this proxy aside for another day. Please don't. When shareholders do not return
their proxies, additional expenses are incurred to pay for follow-up mailings
and telephone calls. We appreciate your attention to these important matters.
Sincerely,
Edward C. Gonzales
President
PRELIMINARY PROXY
INDEPENDENCE ONE MUTUAL FUNDS
INDEPENDENCE ONE PRIME MONEY MARKET FUND
INDEPENDENCE ONE U.S. TREASURY MONEY MARKET FUND
INDEPENDENCE ONE MICHIGAN MUNICIPAL CASH FUND
INDEPENDENCE ONE U.S. GOVERNMENT SECURITIES FUND
INDEPENDENCE ONE FIXED INCOME FUND
INDEPENDENCE ONE EQUITY PLUS FUND
INDEPENDENCE ONE SMALL CAP FUND
INDEPENDENCE ONE INTERNATIONAL EQUITY FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 15, 2001
A Special Meeting of the shareholders of Independence One Mutual Funds
(the "Trust"), presently consisting of eight portfolios: Independence One Prime
Money Market Fund, Independence One U.S. Treasury Money Market Fund,
Independence One Michigan Municipal Cash Fund, Independence One U.S. Government
Securities Fund, Independence One Fixed Income Fund, Independence One Equity
Plus Fund, Independence One Small Cap Fund and Independence One International
Equity Fund (each a "Fund"), will be held at 5800 Corporate Drive, Pittsburgh,
Pennsylvania 15237-7010, at 2:00 p.m. (Eastern time), on March 15, 2001 to
consider the following proposals:
1. To elect Nathan Forbes as Trustee of the Trust (to be voted
upon by shareholders of all Funds);
2. To approve a new advisory agreement with Independence One
Capital Management Corporation for each of the Funds (to be
voted upon by shareholders of all Funds);
3. To approve the following new subadvisory contracts:
(a)a new subadvisory contract with ABN AMRO Asset
Management (USA) LLC for Independence One International
Equity Fund (to be voted upon by shareholders of
Independence One International Equity Fund);
(b)a new subadvisory contract with Sosnoff Sheridan
Corporation for Independence One Equity Plus Fund (to
be voted upon by shareholders of Independence One
Equity Plus Fund); and
(c)a new subadvisory contract with Sosnoff Sheridan
Corporation for Independence One Small Cap Fund (to be
voted upon by shareholders of Independence One Small
Cap Fund); and
4.To transact such other business as may properly come
before the meeting or any adjournment thereof.
The Board of Trustees has fixed January 25, 2001 as the record date for
determination of shareholders entitled to vote at the meeting.
By Order of the Board of Trustees,
C. Grant Anderson
Secretary
February 7, 2001
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PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY
PROMPTLY TO AVOID ADDITIONAL EXPENSE.
YOU CAN HELP 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 SPECIAL MEETING, 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.
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5
TABLE OF CONTENTS
PAGE
PROPOSAL 1: TO ELECT NATHAN FORBES AS A TRUSTEE FOR THE FUNDS
PROPOSAL 2: APPROVAL OF A NEW ADVISORY AGREEMENT
WITH INDEPENDENCE ONE CAPITAL MANAGEMENT CORPORATION FOR EACH
OF THE FUNDS
PROPOSAL 3: APPROVAL OF A NEW SUBADVISORY CONTRACT
WITH ABN AMRO ASSET MANAGEMENT (USA) LLC FOR
INTERNATIONAL EQUITY FUND; A NEW SUBADVISORY CONTRACT WITH SOSNOFF SHERIDAN
CORPORATION FOR EQUITY PLUS FUND; AND A NEW SUBADVISORY CONTRACT WITH SOSNOFF
SHERIDAN CORPORATION FOR SMALL CAP FUND
OTHER BUSINESS
INFORMATION ABOUT THE TRUST
FURTHER INFORMATION ABOUT VOTING AND THE SPECIAL MEETING
EXHIBITS
Exhibit A: Form of New Advisory Agreement
Exhibit B: Funds Advisory Fee Rate and Aggregate Advisory Fees
Exhibit C: Directors and Officers Associated with IOCM
Exhibit D: Form of New Subadvisory Contract for International Equity Fund
Exhibit E: International Equity Fund's Subadvisory Fee Rate and
Subadvisory Fees
Exhibit F: Principal Executive Officers and Board Of Managers Of ABN AMRO Asset
Management (USA) LLC
Exhibit G: Form of New Subadvisory Contract for Equity Plus Fund
Exhibit H: Form of New Subadvisory Contract for Small Cap Fund
Exhibit I: Equity Plus Fund's Subadvisory Fee Rate and Subadvisory Fees
Exhibit J: Small Cap Fund's Subadvisory Fee Rate and Subadvisory Fees
Exhibit K: Directors and Officers Associated with Sosnoff Sheridan Corporation
19
PRELIMINARY PROXY
PROXY STATEMENT
INDEPENDENCE ONE MUTUAL FUNDS
INDEPENDENCE ONE PRIME MONEY MARKET FUND
INDEPENDENCE ONE U.S. TREASURY MONEY MARKET FUND
INDEPENDENCE ONE MICHIGAN MUNICIPAL CASH FUND
INDEPENDENCE ONE U.S. GOVERNMENT SECURITIES FUND
INDEPENDENCE ONE FIXED INCOME FUND
INDEPENDENCE ONE EQUITY PLUS FUND
INDEPENDENCE ONE SMALL CAP FUND
INDEPENDENCE ONE INTERNATIONAL EQUITY FUND
5800 Corporate Drive
Pittsburgh, PA 15237-7001
ABOUT THE PROXY SOLICITATION AND THE MEETING
The enclosed proxy is solicited on behalf of the Board of Trustees of the
Trust (the "Board" or "Trustees"), for use at the joint special meeting of
shareholders of the funds listed above (each fund individually referred to as a
"Fund" or collectively as the "Funds") to be held on March 15, 2001 at 5800
Corporate Drive, Pittsburgh, Pennsylvania 15237-7001, at 2:00 p.m. (such special
meeting and any adjournment or postponement thereof are referred to as the
"Meeting"). The proxy is revocable at any time before it is voted by sending
written notice of the revocation (which must be signed, and received prior to
the Meeting to be effective) to the Fund; by signing another proxy at a later
date; or by appearing personally at the Meeting.
The cost of the solicitation, including the printing and mailing of proxy
materials, will be borne by ABN AMRO North America, Inc. or one of its
affiliates ("ABN AMRO"). In addition to solicitations through the mails, proxies
may be solicited by officers, employees, and agents of the Funds or, if
necessary, a communications firm retained for this purpose. Such solicitations
may be by telephone, telegraph, through the Internet or otherwise. Any
telephonic solicitations will follow procedures designed to ensure accuracy and
prevent fraud, including requiring identifying shareholder information,
recording the shareholder's instructions, and confirming to the shareholder
after the fact. Shareholders who communicate proxies by telephone or by other
electronic means have the same power and authority to issue, revoke, or
otherwise change their voting instruction as shareholders submitting proxies in
written form. ABN AMRO may reimburse custodians, nominees, and fiduciaries for
the reasonable costs incurred by them in connection with forwarding solicitation
materials to the beneficial owners of shares held of record by such persons.
The Board has reviewed the proposals recommended for the Funds and
approved them, subject to shareholder approval. The purposes of the Meeting are
set forth in the accompanying Notice. The Trustees know of no business other
than that mentioned in the Notice that will be presented for consideration at
the Meeting. Should other business properly be brought before the Meeting,
proxies will be voted in accordance with the best judgment of the persons named
as proxies. This proxy statement and the enclosed proxy card are expected to be
mailed on or about February 7, 2001, to shareholders of record at the close of
business on January 25, 2001 (the "Record Date").
A listing of the proposals that are applicable to each Fund and the number
of shares of each Fund that were outstanding on the Record Date is set forth
below:
FUND Proposals Applicable Shares
TO FUND OUTSTANDING
Independence One Prime Money Market Fund 1, 2 Independence One U.S.
Treasury Money Market Fund 1, 2 Independence One Michigan Municipal
Cash Fund 1, 2 Independence One U.S. Government Securities Fund 1, 2
Independence One Fixed Income Fund 1, 2 Independence One Equity Plus
Fund 1, 2, 3 (b) Independence One International Equity Fund 1, 2, 3
(a) Independence One Small Cap Fund 1, 2, 3 (c)
The Funds' annual report, which include the Funds' audited financial
statements for the fiscal year ended April 30, 2000, was previously mailed to
shareholders. The Funds' semi-annual report, which contains unaudited financial
statements for the period ended October 31, 2000, was also previously mailed to
shareholders. The Trust will promptly provide, without charge and upon request,
to each person to whom this Proxy Statement is delivered, a copy of the Funds'
annual report and/or semi-annual report. Requests for the annual report or
semi-annual report for the Funds may be made by writing to the Trust's principal
executive office or by calling the Trust. The Trust's principal executive
offices are located at 5800 Corporate Drive, Pittsburgh, Pennsylvania
15237-7010. The Trust's toll-free telephone number is 1-800-433-2829.
THE PROPOSALS
PROPOSAL 1: TO ELECT NATHAN FORBES AS TRUSTEE OF THE TRUST
The persons named as proxies intend to vote in favor of the election of Nathan
Forbes (the "Nominee") as a Trustee of the Trust. Mr. Forbes is presently
serving as a Trustee. Please see "TRUSTEES STANDING FOR ELECTION" below for
current information about the Nominee, and "Information About Officers and
Trustees of the Trust" in this Proxy Statement for additional information about
the Nominee and information about the Trustees who have previously been elected
by shareholders. It is anticipated that each of the incumbent Trustees will
continue to serve as a Trustee following the Meeting.
Mr. Forbes was appointed a Trustee on March 4, 1998 to fill a vacancy created by
the decision to expand the size of the Board. The Nominee has consented to serve
if elected. If elected, the Trustee will hold office without limit in time until
death, resignation, retirement, or removal or until the next meeting of
shareholders to elect Trustees and the election and qualification of his
successor.
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 Meeting, votes
pursuant to the enclosed proxy will be cast for a substitute candidate by the
proxies named on the proxy card, or their substitutes, present and acting at the
Meeting. 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 Board has no reason to believe
that the Nominee will become unavailable for election as a Trustee.
TRUSTEE STANDING FOR ELECTION
Set forth below is a listing of the Trustee standing for election, along with
his address, birth date, and principal occupation during the past five years:
NOMINEE PRINCIPAL OCCUPATION
Nathan Forbes President, Forbes/Cohen Properties;
26580 Willowgreen Drive President and Partner,
Franklin, MI The Forbes Company.
Birth Date: December 5, 1962
Mr. Forbes is an interested person by reason of the fact that his father is a
member of the Boards of Directors of the Funds' adviser Michigan National Bank
("MNB") and MNB's parent Michigan National Corporation ("MNC").
ABOUT THE ELECTION OF TRUSTEES
Massachusetts law does not require the election of the Trust's Trustees each
year, and shareholders should anticipate that, prior to election of successor
Trustees, incumbent Trustees 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 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.
REQUIRED VOTE
Approval of this proposal requires a plurality of the votes cast by shareholders
of the Trust at the Meeting, as more fully described in the section, "Further
Information About Voting and the Meeting."
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE TO ELECT AS TRUSTEE THE NOMINEE FOR ELECTION
TO THE BOARD OF TRUSTEES OF THE TRUST
PROPOSAL 2: APPROVAL OF A NEW ADVISORY AGREEMENT WITH INDEPENDENCE ONE CAPITAL
MANAGEMENT CORPORATION
INTRODUCTION
MNB acts as adviser for each of the Funds pursuant to an advisory agreement (the
"Existing Advisory Agreement") with the Trust on behalf of the Funds, dated
November 2, 1995, last approved by the shareholders of the Funds on September
15, 1995 in connection with the acquisition of MNB by National Australia Bank
Limited and re-approved by the Funds' Board on September 6, 2000. MNB is a
wholly- owned subsidiary of MNC. As a result of a proposed intercorporate
transaction within the MNC holding company system, it is anticipated that on or
about March 9, 2001, Independence One Capital Management Corporation ("IOCM"), a
registered advisory subsidiary of MNC, will succeed to the advisory business of
MNB and thus become the adviser of the Funds. This transaction has been approved
by the Funds' Board of Trustees, and does not require approval by the Funds'
shareholders.
Pursuant to an agreement entered into on November 22, 2000, it is expected that
MNC will, on or about March 31, 2001, be acquired by ABN AMRO (the "Proposed
Acquisition"). As required by the Investment Company Act of 1940 (the "1940
Act"), the Existing Advisory Agreement automatically terminates in the event of
an "assignment," as defined in the 1940 Act. Consummation of the Proposed
Acquisition will result in an assignment, as that term is defined in the 1940
Act, of the Existing Advisory Agreement and, consequently, its termination.
The Board of Trustees is submitting for approval by the shareholders of the
Trust a new advisory agreement with IOCM for the Funds (the "New Advisory
Agreement"). The New Advisory Agreement is substantially identical to the
Existing Advisory Agreement, except for the dates of execution and termination.
The description of the New Advisory Agreement, which is set forth below, is
qualified in its entirety by reference to the form of New Advisory Agreement, a
copy of which is attached to this Proxy Statement as Exhibit A.
SECTION 15(F) OF THE 1940 ACT
Section 15(f) of the 1940 Act provides that an investment adviser to a mutual
fund (or its affiliates) may receive any amount or benefit in connection with a
sale of any interest in such adviser which results in an assignment of an
advisory contract if two conditions are satisfied. One condition is that, for a
period of three years after such assignment, at least 75% of the board of
directors or trustees of the fund cannot be "interested persons" of the new
adviser or its predecessor. The second condition is that no "unfair burden" be
imposed on the investment company as a result of the assignment or any express
or implied terms, conditions or understandings applicable thereto.
In connection with the first condition of Section 15(f), ABN AMRO has undertaken
to NAB that, for a period of three years after the closing date, it will not
take, recommend, or endorse any action that would cause more than 25% of the
Board of Trustees to be "interested persons" of ABN AMRO, National Australia
Bank Limited, MNC or any of their affiliates. The Trust currently meets this
condition and expects to be able to continue meeting this condition.
With respect to the second condition of Section 15(f), an "unfair burden" on a
fund is defined in the 1940 Act to include any arrangement during the two-year
period after any such transaction occurs whereby the investment adviser or its
predecessor or successor, or any interested person of such adviser, predecessor,
or successor, receives or is entitled directly or indirectly to receive any
compensation of two types. The first type is compensation from any person in
connection with the purchase or sale of securities or other property to, from or
on behalf of the fund, other than bona fide ordinary compensation as principal
underwriter for such fund. The second type is compensation from the fund or its
security holders for other than bona fide investment advisory or other services.
ABN AMRO has undertaken to NAB, for a period of two years after the closing
date, not to take or recommend any action that would impose an unfair burden on
the Funds within the meaning of Section 15(f).
BOARD'S RECOMMENDATION
On January 10, 2001, the Trust's Board of Trustees, including the Trustees who
are not "interested" Trustees, as defined by the 1940 Act ("Disinterested
Trustees"), met and unanimously voted to approve the New Advisory Agreement and
to recommend approval of the New Advisory Agreement to the shareholders of the
Funds.
BOARD EVALUATION
At the meeting held on January 10, 2001, the Trust's Board of Trustees met and
conferred with representatives of MNB and ABN AMRO to consider the Proposed
Acquisition and its effects on the Funds. The Board of Trustees had the
assistance of legal counsel who provided advice on, among other things, the
Board's fiduciary obligations in considering the proposed New Advisory
Agreement.
In connection with this review, MNB and ABN AMRO stated to the Board of Trustees
their belief and intention that the Proposed Acquisition: (1) will have no
material effect on the advisory or other services provided to the Funds by the
Funds' adviser; (2) will result in no change in fees or contractual expense
limitations of the Funds; (3) will not result in any material change in the
management or operations of IOCM; and (4) will not adversely affect IOCM's human
and other resources or financial condition, in a manner that would adversely
impact their ability to provide the same quality of advisory and other services
that they have provided in the past. MNB and ABN AMRO stated that, as IOCM is
integrated into ABN AMRO's North American banking and asset management
operations, structural and personnel changes may be anticipated; such changes
affecting the Funds will be presented to the Board of Trustees for review prior
to implementation.
ABN AMRO informed the Board of Trustees that it has undertaken to NAB to comply
with Section 15(f) of the 1940 Act with respect to the Funds. ABN AMRO advised
the Board of Trustees in writing that it does not have any express or implied
understanding or arrangement that would be reasonably expected to impose an
"unfair burden" on the Funds as a result of the Proposed Acquisition.
In evaluating the proposed New Advisory Agreement, the Board of Trustees
reviewed materials furnished by MNB, ABN AMRO and the Funds' counsel. The Board
of Trustees reviewed information about ABN AMRO, including its structure,
operations, and financial condition. The Board of Trustees reviewed the terms of
the Proposed Acquisition and its possible effects on the adviser, the Funds and
the Funds' shareholders.
The Board of Trustees specifically considered the following as relevant to their
recommendations: (1) that the terms of the New Advisory Agreement are
substantially identical to those of the Existing Advisory Agreement, except for
the dates of execution and termination; (2) the financial strength and resources
of ABN AMRO and its parents and their commitment to global asset management
growth; (3) the favorable history, reputation, qualifications and background of
IOCM and ABN AMRO, as well as the qualifications of each company's personnel;
(4) assurances from ABN AMRO as to its intention and belief that it does not
intend to make any material changes to IOCM's financial, human and other
resources that would adversely impact IOCM's ability to provide the same quality
of advisory services that it has provided in the past; (5) the statement of ABN
AMRO as to its intention and belief that the Proposed Acquisition would have no
material effect on the advisory services provided to the Funds by IOCM; (6) the
anticipated continuity of portfolio managers for the immediate future and no
changes in advisory fees as a result of the Proposed Acquisition; (7) the
relative performance of the Funds to comparable mutual funds and unmanaged
indices; (8) the commitment of ABN AMRO to pay the expenses of the Funds in
connection with the Proposed Acquisition so that shareholders of the Funds would
not have to bear such expenses; and (9) other factors deemed relevant by the
Trustees. DESCRIPTION OF THE EXISTING ADVISORY AGREEMENT
Pursuant to the Existing Advisory Agreement, MNB acts as adviser for the Funds.
MNB provides an investment program for the Funds in accordance with their
investment policies, limitations and restrictions.
For the advisory services provided to the Funds, MNB receives a monthly fee
based on each Fund's average daily net assets. The table in Exhibit B provides
the annual fee rate for the Existing Advisory Agreement and the aggregate
advisory fees and custody fees earned by MNB during the fiscal year ended April
30, 2000. The New Advisory Agreement has the same advisory fee as the Existing
Advisory Agreement.
Under the terms of the Existing Advisory Agreement, MNB is not liable to the
Trust for any error of judgment, mistake of law or any loss suffered in
connection with any matters to which the agreement relates or any other act or
omission in the performance of its duties under the agreement, except in the
case of its willful misfeasance, bad faith, gross negligence in the performance
of its duties or reckless disregard of its obligations and duties under the
agreement.
The Existing Advisory Agreement may be terminated without penalty upon sixty
(60) days' written notice by the Trust, upon the vote of a majority of Trustees
or by a vote of the majority of each Fund's outstanding voting securities, or
upon one hundred twenty (120) days' written notice by MNB.
On or about March 9, 2001, IOCM will replace MNB as the Funds' adviser under the
Existing Advisory Agreement pursuant to a proposed intercorporate transaction
within the MNC holding company system which does not require approval by the
Funds' shareholders.
THE NEW ADVISORY AGREEMENT
The New Advisory Agreement for the Funds will be effective as of the date of the
consummation of the Proposed Acquisition, which is expected to occur on or about
March 31, 2001. The New Advisory Agreement will be in effect for an initial term
of two years, to be continued thereafter from year to year if approved in
conformity with the requirements of the 1940 Act. In the event that the Funds'
shareholders do not approve the New Advisory Agreement, the Board will take such
action as it deems to be in the best interests of the Funds and their
shareholders.
DIFFERENCES BETWEEN THE EXISTING AND NEW INVESTMENT ADVISORY AGREEMENTS
The New Advisory Agreement is substantially identical to the Existing Advisory
Agreement except for the dates of execution and termination and except that the
adviser will be IOCM, rather than MNB.
DESCRIPTION OF IOCM AND MNB
IOCM, a registered investment adviser, and MNB, a national banking association,
are wholly-owned subsidiaries of MNC. MNC is a wholly-owned subsidiary of
National Australia Bank Limited ("NAB"). Through its subsidiaries and
affiliates, MNC offers a full range of financial services to the public
including commercial lending, depository services, cash management, brokerage
services, retail banking, mortgage banking, investment advisory services and
trust services. MNB has managed mutual funds since May 1989. The Trust Division
has managed pools of commingled funds since 1964. As of September 30, 2000, MNC
had $11.6 billion in total assets. The principal business address of MNC and MNB
is 27777 Inkster Road, Farmington Hills, Michigan, 48333-9065. The principal
address of NAB is 500 Bourke Street, Melbourne, Victoria, Australia, 3000.
Exhibit C contains a table listing the directors and principal executive
officers of IOCM and their principal occupations. Unless otherwise noted, the
business address of such persons is the same as the principal business address
of MNC.
DESCRIPTION OF ABN AMRO AND ABN AMRO BANK N.V.
ABN AMRO is a wholly-owned subsidiary of ABN AMRO Bank N.V. ("ABN AMRO Bank").
While ABN AMRO Bank was formed in September 1991 following the merger of
Algemene Bank Nederland N.V. and Amsterdam-Rotterdam Bank N.V., the two largest
banks of the Netherlands, its history dates back to 1824 when King William I
founded the Dutch Trading Society. As of July 2000, ABN AMRO Bank is the 13th
largest financial institution in the world with assets of more than EUR457.9
billion and ranks 6th among European banks in terms of total assets.
Headquartered in Amsterdam, ABN AMRO Bank is located in more than 70 countries
and territories across the globe with around 108,000 employees worldwide. ABN
AMRO Bank is wholly-owned by ABN AMRO Holding N.V. ("Holding"), a publicly
listed company. Stichting Administratiekantoor ABN AMRO Holding ("Stichting"),
holds and administers 99.9% of the preference shares of Holding. Stichting is a
non-membership organization (i.e., an entity without shareholders or other
members that is similar to a trust or foundation) with a self-appointing
managing board organized under the laws of the Netherlands. Pursuant to the
Articles of Association of Holding, the holder of the one priority share of
Holding, Stichting Prioriteit ABN AMRO Holding, a non-membership organization
with a self appointing managing board organized under the laws of the
Netherlands, determines the members of the managing board and supervisory board
of Holding.
REQUIRED VOTE
Approval of this proposal requires the affirmative vote of a "majority of the
outstanding voting securities" of each Fund, as more fully described in the
section, "Further Information About Voting and the Meeting."
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE TO APPROVE A NEW
ADVISORY AGREEMENT FOR THE FUNDS AS DESCRIBED IN THIS PROPOSAL
PROPOSAL 3(A): APPROVAL OF A NEW SUBADVISORY CONTRACT WITH ABM AMRO ASSET
MANAGEMENT (USA) LLC FOR INDEPENDENCE ONE INTERNATIONAL EQUITY FUND
INTRODUCTION
MNB is (and, on or about March 9, 2001, IOCM will become) the investment adviser
to Independence One International Equity Fund (referred to in this section as
the "Fund" or "International Equity Fund") under the terms of the Existing
Advisory Agreement described in Proposal 2. As permitted by the Existing
Advisory Agreement, MNB has, since the Fund's inception, delegated the daily
management of International Equity Fund to National Australia Asset Management,
Ltd. ("NAAM") pursuant to a subadvisory Contract dated June 16, 1998 (the
"Current Contract") between MNB and NAAM.
In light of this delegation, MNB's ongoing responsibilities to the Fund include:
(i) overseeing the relative performance and consistency of the International
Equity Fund's subadviser; (ii) ensuring that the subadviser adheres to the
International Equity Fund's stated investment objective and policies; (iii)
monitoring the financial health of the subadviser; and (iv) regularly
communicating and/or visiting in-person with the subadviser to ensure the above
responsibilities are met.
The Board of Trustees, at a meeting held on September 6, 2000, directed that MNB
seek a new subadviser for the Fund. This decision was made based on the Board's
determination that certain operational and logistical difficulties are inherent
in the subadvisory relationship with NAAM which, although they have not
adversely affected Fund performance, make the continuation of the relationship
infeasible.
At a special meeting of the Trust's Board held on January 10, 2001, MNB reported
that it had considered a number of possible candidates to succeed NAAM as the
Fund's subadviser. MNB also reported to the Board that, after having conducted
performance screens on the universe of international equity managers, MNB had
conducted several in-person and telephone interviews with prospective
subadvisers. MNB then recommended to the Board that ABN AMRO Asset Management
(USA) LLC ("AAAM"), an indirect subsidiary of ABN AMRO, be engaged to subadvise
the Fund.
The Board of Trustees is submitting for approval by the shareholders of
International Equity Fund a new subadvisory contract (the "New Contract") with
AAAM for International Equity Fund. The New Contract is substantially identical
to the Current Contract, except for the dates of execution and termination. The
description of the New Contract, which is set forth below, is qualified in its
entirety by reference to the form of New Contract, a copy of which is attached
to this Proxy Statement as Exhibit D.
BOARD'S RECOMMENDATION
At the January 10, 2001 special meeting, the Board, including the disinterested
Trustees, unanimously approved the New Contract and voted to recommend approval
of the New Contract to the shareholders of International Equity Fund.
BOARD'S EVALUATION
At the January 10, 2001 special meeting, the Board discussed the proposal to
consider AAAM as subadviser to the Fund. A representative from AAAM was present
at the meeting and discussed AAAM's background, organization, financial
condition, performance history, and investment philosophies.
In selecting AAAM as subadviser for the Fund, the Board considered several
factors, including AAAM's performance and expertise in the area of international
equity investing, the long-term performance record of funds with similar
investment objectives and policies as International Equity Fund, its ongoing
commitment to client service, and the stability and quality of the organization
(including ABN AMRO's financial condition), as well as the quality of the
individuals that make up their investment teams.
ABN AMRO Asset Management is a global network of asset managers managing global,
regional and domestic portfolios. As of September 30, 2000, assets under
management worldwide exceeded $118 billion. AAAM, located at 208 South LaSalle
Street, Chicago, Illinois 60604-1003, is the US presence within the global
network and US registered investment adviser providing domestic, regional and
global management services from its US offices and from offices of certain
affiliates in Amsterdam, Hong Kong and Sao Paulo. As of September 30, 2000,
assets under management by AAAM exceeded $11 billion. Exhibit F contains a table
listing the board of managers and principal executive officers of AAAM and their
principal occupations. Unless otherwise noted, the business address of such
persons is the same as the principal address of AAAM.
AAAM also serves as investment adviser to ABN AMRO International Equity
Fund(us), which has a similar investment objective to that of the Fund. The net
assets of that Fund were $135,358,360 as of December 31, 2000. AAAM receives an
investment advisory fee from ABN AMRO International Equity Fund(us) at an annual
rate of 1.00%.
The Board was informed that the portfolio managers for International Equity Fund
would be as follows: Messrs. Bloemen, Maas, Maters, Moolenburgh, Niehoff,
Postma, van der Geest and van der Veen and Ms. Pals-de Groot, members of the
International Equity Team, are jointly and primarily responsible for the
day-to-day management of the International Equity Fund (US). Messrs. Bloemen,
van der Geest and van der Veen have been members of the International Equity
Team since October 1, 2000. Mr. Maters has been a member of the International
Equity Team since November 1999, and Mr. Postma has been a member since March
1997. The other portfolio managers have been members of the International Equity
Team since April 1999.
Maarten Bloemen has been associated with AAAM and/or its affiliates since 1989.
From 1989 to 1994, he held various marketing and sales positions for both direct
equities and asset management products in Toronto, Canada. From 1994 until 1997,
he worked in Amsterdam as an analyst in the Global Industries department
covering the energy, base metals and gold sectors. Since 1998, Mr. Bloemen has
been a portfolio manager, and in 2000 he joined the Global Equities team. Mr.
Bloemen holds a Masters and Bachelor degree in Environmental Planning.
Theo Maas has been associated with AAAM and/or its affiliates since 1994 as a
portfolio manager. Previously, Mr. Maas worked with a financial consultant,
specializing in treasury management consultancy. He holds a Masters degree in
Financial Economics from the University of Groningen.
Jacco Maters has been associated with AAAM and/or its affiliates since July 1996
as a portfolio manager. Mr. Maters has a degree in Econometrics from Tilbury
University, The Netherlands.
Edward Moolenburgh has been associated with AAAM and/or its affiliates since
1993. Initially, he served as Secretary to the AAAM's Regional Investment
Committee North America and Far East, and later as a portfolio manager. Mr.
Moolenburgh holds a Masters degree from the Economics Faculty of the Erasmus
University in Rotterdam and is a Register Beleggings Analyst, which is
comparable to a Certified European Financial Analyst.
Edward Niehoff has been associated with AAAM and/or its affiliates since 1993,
initially as an investment analyst. After three years, Mr. Niehoff assumed the
responsibility for implementing a new asset management system and then, during
1998, returned to the position of portfolio manager. He holds a Masters degree
in Technical Management Studies and is a Certified European Financial Analyst.
Wiepke Postma served as portfolio manager for the ABN AMRO International Equity
Fund(US) from March 1997 to April 1999. Mr. Postma started his banking career as
an analyst at former ABN AMRO Bank's Investment Research Department. Later, he
became a strategist. From 1976 to 1984, he worked in the Equity and Loan
Department of a leading Dutch insurance company, where he was appointed head of
the department in 1982. In 1984, he joined former ABN AMRO Bank's Asset
Management Department and was appointed Vice President in the same year. In
1993, he became head of the Global Equity Group being responsible for Global
Equity, European Equity, Dutch Equity and Business research. Mr. Postma holds a
Masters degree in Economics.
Loes Pals-de Groot has been associated with AAAM and/or its affiliates since
1971 in various investment management positions. Mrs. Pals-de Groot holds a
degree in Business Economics from the Instituut voor Sociale Wetenschappen.
Jaap van der Geest, Vice President of AAAM, has been associated with AAAM and/or
its affiliates since 1990. From 1990 to 1996, he worked as an equities analyst
covering such sectors as retail and telecommunications. In 1996, he joined AAAM
as head of the Dutch Equities team, and in 2000 he joined the Global Equities
team. Mr. van der Geest has a Masters degree in Macro-Economics and Business
Administration from the University of Groningen.
Wouter van der Veen, Senior Vice President of AAAM, has been associated with
AAAM and/or its affiliates since 1987, when he began his career as an equity
analyst covering European banks. From 1994 to 1996, he served as the head of
Dutch Equity Research at ABN AMRO's brokerage. In 1996, he became C.O.O. of the
Dutch Equity brokerage in Amsterdam and in 1998, he was appointed C.O.O. of
equity brokerage for Europe, the Middle East and Africa. Since 2000, Mr. van der
Veen has worked for AAAM as co-leader of the Global Equities team. Mr. van der
Veen holds a Masters degree in economics from the University of Groningen.
SUBADVISORY CONTRACT
A copy of the New Contract between the Adviser and AAAM is attached as Exhibit
D.
Under the terms of the New Contract, subject to the supervision of IOCM and the
Board, AAAM will: (i) manage International Equity Fund's assets in accordance
with the Fund's objective, policies and limitations as stated in International
Equity Fund's Prospectus and Statement of Additional Information; (ii) make
investment decisions for International Equity Fund; and (iii) place orders to
purchase and sell securities.
The New Contract provides that AAAM shall pay all expenses incurred by it and
its staff in connection with the performance of its services under the New
Contract, including the payment of salaries of all officers and employees who
are employed by it. IOCM will pay AAAM out of its own advisory fee an annual fee
of .60 % of International Equity Fund's average daily net assets. International
Equity Fund is currently contractually required to pay MNB an annual fee of
1.00% of the Fund's average daily net assets but, due to a voluntary waiver by
MNB of a portion of the fee, International Equity Fund currently pays MNB a fee
of .70% of the Fund's average daily net assets. It is anticipated that,
following the execution of the New Contract, IOCM will continue the voluntary
waiver. The table in Exhibit E provides (i) the annual fee rate for the Current
Contract and the subadvisory fee earned by NAAM during the fiscal year ended
April 30, 2000; and (ii) the annual fee rate for the New Contract and the
subadvisory fee which would have been earned by AAAM during the fiscal year
ended April 30, 2000.
The New Contract provides that AAAM shall not be liable for any error of
judgment or mistake of law or for any loss suffered by IOCM or International
Equity Fund in connection with the matters to which the New Contract relates,
provided that nothing in the New Contract shall be deemed to protect or purport
to protect AAAM against any liability to IOCM or International Equity Fund to
which AAAM would otherwise be subject by reason of willful malfeasance, bad
faith or gross negligence on its part in the performance of its duties, or by
reason of AAAM's reckless disregard of its obligations and duties under the New
Contract.
The New Contract will continue in effect for two years from the date of its
execution, unless terminated, and may be continued from year to year thereafter
by a majority of the Trustees, including a majority of the disinterested
Trustees. The New Contract will take effect upon the consummation of the
Proposed Acquisition, which is expected to occur on or about March 31, 2001.
If the New Contract is not approved by International Equity Fund's shareholders,
the current agreements will continue in effect pending further consideration by
the Fund's Board at the first Board meeting subsequent to the shareholder
meeting, of such further action as they may deem to be in the best interests of
the shareholders of International Equity Fund.
DIFFERENCES BETWEEN THE CURRENT CONTRACT AND THE NEW CONTRACT
The New Contract is substantially identical to the Current Contract except for
the dates of the execution and termination.
REQUIRED VOTE
Approval of this proposal requires the affirmative vote of a "majority of the
outstanding voting securities" of International Equity Fund, as more fully
described in the section, "Further Information About Voting and the Meeting."
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS VOTE TO APPROVE A NEW
CONTRACT FOR INTERNATIONAL EQUITY FUND AS DESCRIBED IN THIS PROPOSAL
PROPOSALS 3(B) AND 3(C): APPROVAL OF A NEW SUBADVISORY CONTRACT WITH SOSNOFF
SHERIDAN CORPORATION FOR INDEPENDENCE ONE EQUITY PLUS FUND
AND INDEPENDENCE ONE SMALL CAP FUND
MNB is (and, on or about March 9, 2001, IOCM will become), the investment
adviser to Independence One Equity Plus Fund ("Equity Plus Fund") and
Independence One Small Cap Fund ("Small Cap Fund") under the terms of the
Existing Advisory Agreement described in Proposal 2. As permitted by the
Existing Advisory Agreement, MNB has, since the inception of Equity Plus Fund
and Small Cap Fund (together, the "Funds"), delegated the daily management of
the Funds to Sosnoff Sheridan Corporation ("SSC") pursuant to two separate
Subadvisory Contracts dated June 5, 1995 (the "Current Contracts") between MNB
and SSC, relating to Equity Plus Fund and Small Cap Fund, respectively.
In light of this delegation, MNB's ongoing responsibilities to the Funds
include: (i) overseeing the relative performance and consistency of the Funds'
subadviser; (ii) ensuring that the Funds' subadviser adheres to the Funds'
stated investment objectives and policies; (iii) monitoring the financial
breadth of the subadviser; and (iv) regularly communicating and/or visiting
in-person with the subadviser to ensure the above responsibilities are met. As
described in Proposal 2, it is expected that, on or about March 31, 2001, the
Existing Advisory Agreement will automatically terminate and be replaced by the
New Advisory Agreement between the Funds and MNB. Under the terms of the Current
Contracts, the termination of the Existing Advisory Agreement will also result
in the automatic termination of the Current Contracts.
The Board of Trustees is submitting for approval by the shareholders of Equity
Plus Fund and Small Cap Fund two separate new Subadvisory contracts (the "New
Contracts"), relating to Equity Plus Fund and Small Cap Fund, respectively. The
New Contracts are substantially identical to the Current Contracts, except for
the dates of execution and termination. The description of the New Contracts,
which is set forth below, is qualified in its entirely by reference to the forms
of New Contracts, copies of which are attached to the Proxy Statement as Exhibit
G and Exhibit H, respectively.
BOARD'S RECOMMENDATION
On January 10, 2001, the Trust's Board of Trustees, including the Disinterested
Trustees, met and unanimously voted to approve the New Contracts and to
recommend approval of the New Contracts to the shareholders of Equity Plus Fund
and Small Cap Fund.
BOARD EVALUATION
At the meeting held on January 10, 2001, the Trust's Board of Trustees met to
consider the New Contracts and their effect on the Funds. The Board of Trustees
had the assistance of legal counsel who provided advice on, among other things,
the Board's fiduciary obligations in considering the proposed New Contracts.
In evaluating the proposed New Contracts, the Board of Trustees reviewed
materials furnished by SSC, including information about its personnel,
operations, and financial condition. The Board of Trustees reviewed information
regarding the investment performance of the Funds on an absolute basis and
compared to investment companies with similar investment objectives and policies
(the "peer group") and the fees and expenses incurred by the Funds compared to
their peer group. The Board of Trustees also considered the fact that the terms
of the New Contracts are substantially identical to those of the Current
Contracts except for the dates of execution and termination.
DESCRIPTION OF THE CURRENT CONTRACTS
Under the terms of the Current Contracts, subject to the supervision of IOCM and
the Board, SSC: (i) manages the Funds' assets in accordance with each Fund's
objectives, policies and limitations as stated in each Fund's Prospectus and
Statement of Additional Information; (ii) makes investment decisions for each
Fund; and (iii) places orders to purchase and sell securities. The Current
Contracts provide that SSC shall pay all expenses incurred by it and its staff
in connection with the performance of its services under the Current Contracts,
including the payment of salaries of all officers and employees who are employed
by it.
Under the Current Contracts, IOCM pays SSC for the subadvisory services a
monthly fee based on each Fund's average daily net assets. The tables in
Exhibits I and J provide the annual rate for the Current Contracts and the
aggregate subadvisory fees earned by SSC during the fiscal year ended April 30,
2000. The New Contracts have the same advisory fees as the Current Contracts.
The Current Contracts provide that SSC shall not be liable for any error of
judgment or mistakes of law or for any loss suffered by IOCM or the Funds in
connection with the matters to which the Current Contracts relate, provided that
nothing in the Current Contracts shall be deemed to protect or purport to
protect SSC against any liability to IOCM or the Funds to which SSC would
otherwise be subject by reason of willful malfeasance, bad faith or gross
negligence on its part in the performance of its duties, or by reason of SSC's
reckless disregard of its obligations and duties under the Current Contracts.
THE NEW CONTRACTS
The New Contracts will continue in effect for two years from the date of their
execution, unless terminated, and may be continued from year to year thereafter
by a majority of the Trustees, including a majority of the disinterested
Trustees. The New Contracts will take effect upon the consummation of the
Proposed Acquisition.
If a New Contract is not approved by either Equity Plus Fund's or Small Cap
Fund's shareholders, the Funds' Board will take such action as it may deem to be
in the best interests of the shareholders of the Fund whose New Contract is not
approved.
DIFFERENCES BETWEEN THE CURRENT CONTRACTS AND THE NEW CONTRACTS
The New Contracts are substantially identical to the Current Contracts except
for the dates of the execution and termination.
DESCRIPTION OF SSC
SSC, located at 440 South LaSalle Street, Chicago, Illinois 60605, constructs
and manages index portfolios. In addition to serving as subadviser to the Funds,
SSC manages two private investment funds, and has total assets under management
of $430 million. Exhibit K contains a table listing the directors and principal
executive officers of SSC and their principal occupations. Unless otherwise
noted, the business address of such persons is the same as the principal address
of SSC.
REQUIRED VOTE
Approval of a New Contract with respect to Equity Plus Fund requires the
affirmative vote of a "majority of the outstanding voting securities" of Equity
Plus Fund, and approval of a New Contract with Small Cap Fund requires the
affirmative vote of a "majority of the outstanding voting securities" of Small
Cap Fund, as more fully described in the section, "Further Information About
Voting and the Meeting."
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS OF EQUITY PLUS FUND VOTE
TO APPROVE A NEW CONTRACT FOR EQUITY PLUS FUND, AND SHAREHOLDERS OF SMALL CAP
FUND VOTE TO APPROVE A NEW CONTRACT FOR SMALL CAP FUND, AS DESCRIBED IN PROPOSAL
3(B) AND PROPSAL 3(C)
OTHER BUSINESS
The Trustees know of no other business to be presented at the Meeting other than
Proposals l, 2 and 3, and do not intend to bring any other matters before the
Meeting. However, if any additional matters should be properly presented,
proxies will be voted or not voted as specified. Proxies reflecting no
specification will be voted in accordance with the judgment of the persons named
in the proxy.
INFORMATION ABOUT THE TRUST
THE ADVISER. The investment adviser to the Funds is MNB and, on or about March
9, 2001, it is anticipated that the Funds' investment adviser will be IOCM. Both
MNB and IOCM are located at 27777 Inkster Road, Farmington Hills, Michigan
48333-9065. Pursuant to an investment advisory contract, MNB manages (and, it is
anticipated IOCM will manage) the Funds' assets, including buying and selling
portfolio securities. MNB is a national banking association and IOCM is a
registered investment adviser. MNB and IOCM are wholly-owned subsidiaries of
MNC.
THE ADMINISTRATOR. Federated Services Company ("FSCo"), with offices at
Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, Pennsylvania
15222-3779, provides the Funds with certain administrative personnel and
services necessary to operate the Fund. FSCo is an indirect, wholly-owned
subsidiary of Federated Investors, Inc. ("Federated").
THE DISTRIBUTOR. Federated Securities Corp. ("FSC"), a registered broker-dealer
and a member in good standing of the National Association of Securities Dealers,
Inc., serves as the Trust's distributor. FSC, an indirect, wholly-owned
subsidiary of Federated, is located at 1001 Liberty Avenue, Pittsburgh,
Pennsylvania 15222-3779.
THE TRANSFER AGENT, DIVIDEND DISBURSING AGENT AND FUND ACCOUNTANT. FSCo, through
its affiliate, Federated Shareholder Services Company ("FSSC"), a registered
transfer agent, provides the Funds with certain transfer agency services. FSCo
is the fund accountant for the Funds. FSCo and FSSC, P.O. Box 8606, Boston,
Massachusetts 02266-8600, are indirect, wholly-owned subsidiaries of Federated.
THE CUSTODIAN. The custodian for the Funds is Michigan National Bank, 27777
Inkster Road, Farmington Hills, Michigan 48333-9065. Michigan National Bank
received a custodian fee equal to .02% of the average daily net assets of the
Funds during the fiscal year ended April 30, 2000. Michigan National Bank will
continue to serve as the custodian for the Funds following the approval by the
shareholders of the New Advisory Agreement pursuant to Proposal 2.
PRINCIPAL SHAREHOLDERS
Each share is entitled to one vote and fractional shares have proportionate
voting rights.
At the close of business on the Record Date, the following person(s) owned, to
the knowledge of management, more than 5% of the outstanding shares of
beneficial interest as follows:
Independence One Prime Money Market Fund: __________________
Class K Shares
Class Y Shares
Independence One U.S. Treasury Money Market Fund: __________________
Class K Shares
Independence One Michigan Municipal Cash Fund: __________________
Class K Shares
Independence One U.S. Government Securities Fund: __________________
Class A Shares
Class B Shares
Independence One Fixed Income Fund: __________________
Trust Shares
Independence One Equity Plus Fund: __________________
Trust Shares
Class A Shares
Class B Shares
Independence One Small Cap Fund: __________________
Class A Shares
Independence One International Equity Fund: __________________
Class A Shares
From time to time, the number of shares held in "street name" accounts of
various securities dealers for the benefit of their clients may exceed 5% of the
total shares outstanding. To the knowledge of the Trust's management, as of
January 25, 2001, the following entities held beneficially or of record more
than 5% of the Fund's outstanding shares:
As of January 25, 2001, the Funds' Board and Officers as a group owned less than
1% of the Fund's outstanding Shares.
INFORMATION ABOUT OFFICERS AND TRUSTEES OF THE TRUST
OFFICERS AND INCUMBENT TRUSTEES OF THE TRUST
The executive officers of the Trust are elected annually by the Board of
Trustees. Each officer holds the office until qualification of his successor.
The names and birth dates of the executive officers of the Trust, as well as the
incumbent Trustees of the Trust who have previously been elected by
shareholders, and their principal occupations during the last five years, are
set forth below:
Robert E. Baker
Birth Date: May 6, 1930
4327 Stoneleigh Road
Bloomfield Hills, MI
Trustee
Date Became a Trustee: April 8, 1991
Retired; formerly, Vice Chairman, Chrysler Financial Corporation.
Harold Berry
Birth Date: September 17, 1925
290 Franklin Center
29100 Northwestern Highway
Southfield, MI
Trustee
Date Became a Trustee: April 8, 1991
Managing Partner, Berry Investment Company, Berry Enterprises, Berry Ventures.
Harry J. Nederlander
Birth Date: September 5, 1917
231 S. Old Woodward, Suite 219
Birmingham, MI
Trustee
Date Became a Trustee: April 8, 1991
Chairman, Nederlander Enterprises.
Thomas S. Wilson
Birth Date: October 8, 1949
Two Championship Drive
Auburn Hills, MI
Trustee
Date Became a Trustee: September 15, 1995
President and Executive Administrator of the Detroit Pistons; President and CEO,
Palace Sports Entertainment.
Edward C. Gonzales
Birth Date: October 22, 1930
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA
President
Date Became an Officer: July 27, 1990
Trustee or Director of some of the Funds in the Federated Fund Complex;
President, Executive Vice President and Treasurer of some of the Funds in the
Federated Fund Complex; Vice Chairman, Federated Investors, Inc.; Vice
President, Federated Investment Management Company and Federated Investment
Counseling, Federated Global Investment Management Corp. and Passport Research,
Ltd.; Executive Vice President and Director, Federated Securities Corp.;
Trustee, Federated Shareholder Services Company.
Jeffrey W. Sterling
Birth Date: February 5, 1947
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA
Vice President and Assistant Treasurer
Date Became an Officer: June 26, 1989
Vice President - Funds Financial Services Division, Federated Investors, Inc.;
formerly: various management positions within Funds Financial Services Division
of Federated Investors, Inc.
C. Grant Anderson
Birth Date: November 6, 1940
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA
Secretary
Date Became an Officer: March 3, 1999
Corporate Counsel, Federated Investors, Inc.
TRUSTEE COMPENSATION
--------------------
AGGREGATE
NAME, BIRTH DATE COMPENSATION
ADDRESS FROM TRUST
POSITION WITH TRUST
ROBERT E. BAKER $16,000
Birth Date: May 6,
1930
4327 Stoneleigh
Road
Bloomfield Hills,
MI
TRUSTEE
---------------------------------
HAROLD BERRY $16,000
Birth Date:
September 17, 1925
290 Franklin Center
29100 Northwestern
Highway
Southfield, MI
TRUSTEE
---------------------------------
NATHAN FORBES* $16,000
Birth Date:
December 5, 1962
26580 Willowgreen
Drive
Franklin, MI
TRUSTEE
---------------------------------
HARRY J. $16,000
NEDERLANDER#
Birth Date:
September 5, 1917
231 S. Old
Woodward, Suite 219
Birmingham, MI
TRUSTEE
---------------------------------
THOMAS S. WILSON# $16,000
Birth Date: October
8, 1949
Two Championship
Drive
Auburn Hills, MI
TRUSTEE
---------------------------------
EDWARD C. GONZALES
Birth Date: October $0
22, 1930
Federated Investors
Tower
1001 Liberty Avenue
Pittsburgh, PA
PRESIDENT
---------------------------------
JEFFREY W. STERLING $0
Birth Date:
February 5, 1947 Federated Investors Tower 1001 Liberty Avenue Pittsburgh, PA
VICE PRESIDENT AND ASSISTANT TREASURER
---------------------------------
C. GRANT ANDERSON
Birth Date: $0
November 6, 1940
Federated Investors
Tower
1001 Liberty Avenue
Pittsburgh, PA
SECRETARY
----------------------------------
An asterisk (*) denotes a Trustee who is deemed to be an interested person as
defined in the 1940 Act. A pound sign (#) denotes a Member of the Board's
Executive Committee, which handles the Board's responsibilities between its
meetings. Information is provided for the fiscal year ended April 30, 2000.
During the fiscal year ended April 30, 2000, there were four meetings of the
Board of Trustees. All Trustees were reimbursed for expenses for attendance at
Board of Trustees meetings.
The Executive Committee of the Board of Trustees handles the responsibilities of
the Board between meetings of the Board. Other than its Executive Committee, the
Trust has one Board committee, the Audit Committee. Generally, the function of
the Audit Committee is to assist the Board of Trustees 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 of Trustees 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.
During the fiscal year ended April 30, 2000, there were four meetings of the
Board of Trustees. All members of the Board were present for each meeting with
the exception of Harry J. Nederlander, who was present for two meetings.
Messrs. Baker and Berry serve on the Audit Committee. These Trustees are not
interested Trustees of the Trust. During the fiscal year ended April 30, 2000,
there were two meetings of the Audit Committee. Both members of the Audit
Committee were present for each meeting. The Audit Committee members receive no
annual fee for attendance at the meetings.
FURTHER INFORMATION ABOUT VOTING AND THE MEETING
RECORD DATE. Shareholders of record at the close of business January 25, 2001
are entitled to be present and to vote at the Meeting or any adjournment of the
Meeting. Each share of record is entitled to one vote and each fractional share
is entitled to a proportionate fractional vote on each matter presented at the
Meeting.
VOTING METHODS. You may vote your shares by mail or in person at the Meeting. To
vote by mail, please sign, date and send us the enclosed proxy card in the
envelope provided.
Proxy cards that are properly signed, dated and received at or prior to the
Meeting will be voted as specified. If you specify a vote for Proposal 1,
Proposal 2, or Proposal 3 your proxy card will be voted as you indicated. For
shareholders of all Funds, if you simply sign and date the proxy card, but do
not specify a vote for Proposal 1, your shares will be voted IN FAVOR of
approval of Proposal 1, election of a Trustee for the Funds (Proposal 1), and if
you do not specify a vote for Proposal 2, your shares will be voted IN FAVOR of
approval of Proposal 2, a new advisory agreement with IOCM for the Funds
(Proposal 2). For shareholders of International Equity Fund, if you simply sign
and date the proxy card, but do not specify a vote for Proposal 3(a), your
shares will be voted IN FAVOR of approval of Proposal 3(a), a new subadvisory
contract with AAAM for International Equity Fund (Proposal 3(a)). For
shareholders of Equity Plus Fund, if you simply sign and date the proxy card,
but do not specify a vote for Proposal 3(b), your shares will be voted IN FAVOR
of approval of Proposal 3(b), a new subadvisory contract with SSC for Equity
Plus Fund (Proposal 3(b)). For shareholders of Small Cap Fund, if you simply
sign and date the proxy card, but do not specify a vote for Proposal 3(c), your
shares will be voted IN FAVOR of approval of Proposal 3(c), a new subadvisory
contract with SSC for Small Cap Fund (Proposal 3(c)).
VOTING BY BROKER-DEALERS. The Trust expects that, before the Meeting,
broker-dealer firms holding shares of the Fund in "street name" for their
customers will request voting instructions from their customers and beneficial
owners. Certain broker-dealers may exercise discretion over shares held in their
name for which no instructions are received by voting these shares in the same
proportion as they vote shares for which they received instructions.
QUORUM AND REQUIRED VOTE. Holders of more than 50% of the total number of
outstanding voting shares of all series and classes entitled to vote, present in
person or by proxy, shall be required to constitute a quorum for the purpose of
voting on the proposal made pertaining to the election of a Trustee. Holders of
more than 50% of the total number of outstanding shares of each Fund, present in
person or by proxy, shall be required to constitute a quorum for the purpose of
voting on the other proposals. 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 treated
as votes cast, at the Meeting. The affirmative vote necessary to approve a
matter under consideration is determined with reference to a percentage of votes
considered to be present at the Meeting, which would have the effect of treating
abstentions and broker non-votes as if they were votes AGAINST the proposal.
The approval by shareholders of each Fund of a new advisory agreement and the
approval by shareholders of International Equity Fund, Equity Plus Fund and
Small Cap Fund of a new subadvisory agreement will be determined on the basis of
a vote of a "majority of the outstanding voting securities" of each Fund, as
defined in and required by the 1940 Act. This vote to approve each Proposal,
except the election of Trustees, requires the lesser of (a) 67% or more of the
voting securities of each Fund present at such meeting, if the holders of more
than 50% of the outstanding voting securities of each Fund are present or
represented by proxy; or (b) more than 50% of the outstanding voting securities
of each Fund. Trustees are elected by plurality vote.
ADJOURNMENT. In the event that a quorum is not present at the Meeting, the
Meeting will be adjourned to permit further solicitation of proxies. In the
event that a quorum is present, but sufficient votes in favor of one or more of
the proposal(s) have not been received, the persons named as proxies may propose
one or more adjournments of the Meeting to permit further solicitation of
proxies with respect to such Proposal(s). The persons named as proxies will vote
in their discretion on questions of adjournment those shares for which proxies
have been received that grant discretionary authority to vote on matters that
may properly come before the Meeting.
SHAREHOLDER PROPOSALS. The Trust is not required, and does not intend, to hold
regular annual meetings of shareholders. Shareholders wishing to submit
proposals for consideration for inclusion in a proxy statement for the next
meeting of shareholders should send their written proposals to the Trust's
offices, 5800 Corporate Drive, Pittsburgh, Pennsylvania 15237-7010, Attn:
Secretary, so they are received within a reasonable time before any such
meeting. The Trustees know of no business, other than the matters mentioned in
the Notice and described above, that are expected to come before the Meeting.
Should any other matter requiring a vote of shareholders arise, including any
question as to an adjournment or postponement of the Meeting, the persons named
as proxies will vote on such matters according to their best judgment in the
interests of the Trust.
By the Order of the Board of Trustees of
Independence One Mutual Funds
C. Grant Anderson
Secretary
January 30, 2001
A-11
EXHIBIT A
FORM OF NEW ADVISORY AGREEMENT
INDEPENDENCE ONE MUTUAL FUNDS
INVESTMENT ADVISORY CONTRACT
This Contract is made between Independence One Capital Management
Corporation, a registered investment adviser having its principal place of
business in Farmington Hills, Michigan (the "Adviser"), and Independence One
Mutual Funds, a Massachusetts business trust having its principal place of
business in Pittsburgh, Pennsylvania (the "Trust").
WHEREAS, the Trust is an open-end management investment
company as that term is defined in the Investment Company Act
of 1940 and is registered as such with the Securities and
Exchange Commission; and
WHEREAS, the Adviser is engaged in the business of rendering investment
advisory and management services.
NOW, THEREFORE, the parties hereto, intending to be legally bound, agree
as follows:
1. The Trust hereby appoints Adviser as Investment Adviser for each of the
portfolios ("Funds") of the Trust on whose behalf the Trust executes an exhibit
to this Contract, and Adviser, by its execution of each such exhibit, accepts
the appointments. Subject to the direction of the Trustees of the Trust, Adviser
shall provide investment research and supervision of the investments of each of
the Funds and conduct a continuous program of investment evaluation and of
appropriate sale or other disposition and reinvestment of each Fund's assets.
The Adviser shall determine the securities to be purchased or sold by the Trust
and will place orders pursuant to its determinations with or through such
persons, brokers or dealers in conformity with the policy, with respect to
brokerage as set forth in the Trust's Registration Statement and Prospectus
(hereinafter defined) or as the Board of Trustees may direct from time to time.
2. Adviser, in its supervision of the investments of each of the Funds
will be guided by each of the Fund's fundamental investment policies and the
provisions and restrictions contained in the Declaration of Trust and By-Laws of
the Trust and as set forth in the Registration Statement and exhibits as may be
on file with the Securities and Exchange Commission.
3. The Trust shall pay or cause to be paid, on behalf of each Fund, all of
the Fund's expenses and the Fund's allocable share of Trust expenses, including
without limitation, the expenses of organizing the Trust and continuing its
existence; fees and expenses of officers and Trustees of the Trust; fees for
investment advisory services and administrative services; expenses incurred in
the distribution of each Fund's shares including expenses of administrative
support services; fees and expenses of preparing and printing amendments to its
Registration Statement under the Securities Act of 1933 and the Investment
Company Act of 1940; expenses of registering and qualifying the Trust, the Funds
and shares of the Funds ("Shares") under Federal and state laws and regulations;
expenses of preparing, printing and distributing prospectuses (and any
amendments thereto) and sales literature; expenses of registering, licensing, or
other authorization of the Trust as a broker-dealer and of its officers as
agents and salesmen under federal and state laws and regulations; interest
expense, taxes, fees and commissions of every kind; expenses of issue (including
cost of Share certificates), purchase, repurchase and redemption of Shares,
including expenses attributable to a program of periodic issue; charges and
expenses of custodians, transfer agents, dividend disbursing agents, shareholder
servicing agents and registrars; printing and mailing costs, auditing,
accounting and legal expenses; reports to shareholders and governmental officers
and commissions; expenses of meetings of Trustees and shareholders and proxy
solicitations therefor; insurance expenses; association membership dues; and
such nonrecurring items as may arise, including all losses and liabilities
incurred in administering the Trust and the Funds. The Trust will also pay each
Fund's allocable share of such extraordinary expenses as may arise, including
expenses incurred in connection with litigation, proceedings, and claims and the
legal obligations of the Trust to indemnify its officers and Trustees and agents
with respect thereto.
4. The Trust, on behalf of each of the Funds shall pay to Adviser, for all
services rendered to such Fund by Adviser hereunder, the fees set forth in the
exhibits attached hereto.
5. The Adviser may from time to time and for such periods as it deems
appropriate reduce its compensation (and, if appropriate, assume expenses of one
or more of the Funds) to the extent that any Fund's expenses exceed such lower
expense limitation as the Adviser may, by notice to the Fund, voluntarily
declare to be effective.
6. This Contract shall begin for each Fund on the date that the Trust
executes an exhibit to this Contract relating to such Fund. This Contract shall
continue in effect for such Fund for two years from the date of its execution
and from year to year thereafter, subject to the provisions for termination and
all of the other terms and conditions hereof if: (a) such continuation shall be
specifically approved at least annually by the vote of a majority of the
Trustees of the Trust, including a majority of the Trustees who are not parties
to this Contract or interested persons of any such party (other than as Trustees
of the Trust) cast in person at a meeting called for that purpose; and (b)
Adviser shall not have notified the Trust in writing at least sixty (60) days
prior to the anniversary date of this Contract in any year thereafter that it
does not desire such continuation with respect to that Fund.
7. Notwithstanding any provision in this Contract, it may be terminated at
any time with respect to any Fund, without the payment of any penalty, by the
Trustees of the Trust or by a vote of the shareholders of that Fund on sixty
(60) days' written notice to Adviser.
8. This Contract may not be assigned by Adviser and shall automatically
terminate in the event of any assignment. Adviser may employ or contract with
such other person, persons, corporation or corporations at its own cost and
expense as it shall determine in order to assist it in carrying out this
Contract.
9. In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties under this Contract on the part of
Adviser, Adviser shall not be liable to the Trust or to any of the Funds or to
any shareholder for any act or omission in the course of or connected in any way
with rendering services or for any losses that may be sustained in the purchase,
holding or sale of any security.
10. (a) Subject to the conditions set forth below, the Trust agrees to
indemnify and hold harmless the Adviser and each person, if any, who controls
the Adviser within the meaning of Section 15 of the 1933 Act and Section 20 of
the Securities Exchange Act of 1934, as amended, against any and all loss,
liability, claim, damage and expense whatsoever, (including but not limited to
any and all expense whatsoever reasonably incurred in investigating, preparing
or defending against any litigation, commenced or threatened, or any claim
whatsoever) arising out of or based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or the
Prospectuses (as from time to time amended and supplemented) or the omission or
alleged omission therefrom of a material fact required to be stated therein or
necessary to make statements therein not misleading, unless such statement or
omission was made in reliance upon and conformity with written information
furnished to the Trust with respect to the Adviser by or on behalf of the
Adviser expressly for use in the Registration Statement or Prospectuses, or any
amendment or supplement thereof.
If any action is brought against the Adviser or any controlling person
thereof in respect of which indemnity may be sought against the Trust pursuant
to the foregoing paragraph, the Adviser shall promptly notify the Trust in
writing of the institution of such action and the Trust shall assume the defense
of such action, including the employment of counsel selected by the Trust and
payment of expenses. The Adviser or any such controlling person thereof shall
have the right to employ separate counsel in any such case, but the fees and
expenses of such counsel shall be at the expense of the Adviser or such
controlling person unless the employment of such counsel shall have been
authorized in writing by the Trust in connection with the defense of such action
or the Trust shall not have employed counsel to have charge of the defense of
such action, in any of which events such fees and expenses shall be borne by the
Trust. Anything in this paragraph to the contrary notwithstanding, the Trust
shall not be liable for any settlement of any such claim or action effected
without its written consent. The Trust agrees promptly to notify the Adviser of
the commencement of any litigation or proceedings against the Trust or any of
its officers or Trustees or controlling persons in connection with the issue and
sale of shares or in connection with such Registration Statement or
Prospectuses.
(b) The Adviser agrees to indemnify and hold harmless the Trust, each of
its Trustees, each of its officers who have signed the Registration Statement
and each other person, if any, who controls the Trust within the meaning of
Section 15 of the 1933 Act, to the same extent as the foregoing indemnity from
the Trust to the Adviser but only with respect to statements or omissions, if
any, made in the Registration Statement or Prospectuses or any amendment or
supplement thereof in reliance upon, and in conformity with, information
furnished to the Trust with respect to the Adviser by or on behalf of the
Adviser expressly for use in the Registration Statement or Prospectuses or any
amendment or supplement thereof. In case any action shall be brought against the
Trust or any other person so indemnified based on the Registration Statement or
Prospectuses, or any amendment or supplement thereof, and in respect of which
indemnity may be sought against the Adviser, the Adviser shall have the rights
and duties given to the Trust, and the Trust and each other person so
indemnified shall have the rights and duties given to the Adviser by the
provisions of subsection (a) above.
(c) Nothing herein contained shall be deemed to protect any person against
liability to the Trust or its shareholders to which such person would otherwise
be subject by reason of willful misfeasance, bad faith or gross negligence in
the performance of the duties of such person or by reason of the reckless
disregard by such person of the obligations and duties of such person under this
Contract.
11. This Contract may be amended at any time by agreement of the parties
provided that the amendment shall be approved both by the vote of a majority of
the Trustees of the Trust, including a majority of Trustees who are not parties
to this Contract or interested persons of any such party to this Contract (other
than as Trustees of the Trust), cast in person at a meeting called for that
purpose, and on behalf of a Fund by a majority of the outstanding voting
securities of such Fund.
12. The Adviser acknowledges that all sales literature for investment
companies (such as the Trust) are subject to strict regulatory oversight. The
Adviser agrees to submit any proposed sales literature for the Trust (or any
Fund) or for itself or its affiliates which mentions the Trust (or any Fund) to
the Trust's distributor for review and filing with the appropriate regulatory
authorities prior to the public release of any such sales literature. The Trust
agrees to cause its distributors to promptly review all such sales literature to
ensure compliance with relevant requirements, to promptly advise Adviser of any
deficiencies contained in such sales literature, to promptly file complying
sales literature with the relevant authorities, and to cause such sales
literature to be distributed to prospective investors in the Trust.
13. Adviser is hereby expressly put on notice of the limitation of
liability as set forth in Article XI of the Declaration of Trust and agrees that
the obligations pursuant to this Contract of a particular Fund and of the Trust
with respect to that particular Fund be limited solely to the assets of that
particular Fund, and Adviser shall not seek satisfaction of any such obligation
from the assets of any other Fund, the shareholders of any Fund, the Trustees,
officers, employees or agents of the Trust, or any of them.
14. This Contract shall be construed in accordance with and governed by the
laws of the Commonwealth of Pennsylvania.
15. This Contract will become binding on the parties hereto upon their
execution of the attached exhibits to this Contract.
EXHIBIT A
INDEPENDENCE ONE PRIME MONEY MARKET FUND
For all services rendered by Adviser hereunder, the Trust shall pay to
Adviser and Adviser agrees to accept as full compensation for all services
rendered hereunder, an annual investment advisory fee equal to 0.40 of 1% of the
average daily net assets of the Fund.
The fee shall be accrued daily at the rate of 1/365th of 0.40% applied to
the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this day of , 2001.
---- ----------------
INDEPENDENCE ONE CAPITAL
MANAGEMENT CORPORATION
By:
---------------------------
Name:
Title:
INDEPENDENCE ONE MUTUAL FUNDS
By:
---------------------------
Name:
Title:
EXHIBIT B
INDEPENDENCE ONE MICHIGAN MUNICIPAL CASH FUND
For all services rendered by Adviser hereunder, the Trust shall pay to
Adviser and Adviser agrees to accept as full compensation for all services
rendered hereunder, an annual investment advisory fee equal to 0.40% of the
average daily net assets of the Fund.
The fee shall be accrued daily at the rate of 1/365th of 0.40% applied to
the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this day of , 2001.
---- ----------------
INDEPENDENCE ONE CAPITAL
MANAGEMENT CORPORATION
By:
---------------------------
Name:
Title:
INDEPENDENCE ONE MUTUAL FUNDS
By:
---------------------------
Name:
Title:
EXHIBIT C
INDEPENDENCE ONE U.S. TREASURY MONEY MARKET FUND
For all services rendered by Adviser hereunder, the Trust shall pay to
Adviser and Adviser agrees to accept as full compensation for all services
rendered hereunder, an annual investment advisory fee equal to 0.40% of the
average daily net assets of the Fund.
The fee shall be accrued daily at the rate of 1/365th of 0.40% applied to
the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this day of , 2001.
---- ----------------
INDEPENDENCE ONE CAPITAL
MANAGEMENT CORPORATION
By:
---------------------------
Name:
Title:
INDEPENDENCE ONE MUTUAL FUNDS
By:
---------------------------
Name:
Title:
EXHIBIT D
INDEPENDENCE ONE U.S. GOVERNMENT SECURITIES FUND
For all services rendered by Adviser hereunder, the Trust shall pay to
Adviser and Adviser agrees to accept as full compensation for all services
rendered hereunder, an annual investment advisory fee equal to 0.70% of the
average daily net assets of the Fund.
The fee shall be accrued daily at the rate of 1/365th of 0.70% applied to
the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this day of , 2001.
---- ----------------
INDEPENDENCE ONE CAPITAL
MANAGEMENT CORPORATION
By:
---------------------------
Name:
Title:
INDEPENDENCE ONE MUTUAL FUNDS
By:
---------------------------
Name:
Title:
EXHIBIT E
INDEPENDENCE ONE EQUITY PLUS FUND
For all services rendered by Adviser hereunder, the Trust shall pay to
Adviser and Adviser agrees to accept as full compensation for all services
rendered hereunder, an annual investment advisory fee equal to 0.40% of the
average daily net assets of the Fund.
The fee shall be accrued daily at the rate of 1/365th of 0.40% applied to
the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this day of , 2001.
---- ----------------
INDEPENDENCE ONE CAPITAL
MANAGEMENT CORPORATION
By:
---------------------------
Name:
Title:
INDEPENDENCE ONE MUTUAL FUNDS
By:
---------------------------
Name:
Title:
EXHIBIT F
INDEPENDENCE ONE FIXED INCOME FUND
For all services rendered by Adviser hereunder, the Trust shall pay to
Adviser and Adviser agrees to accept as full compensation for all services
rendered hereunder, an annual investment advisory fee equal to 0.75% of the
average daily net assets of the Fund.
The fee shall be accrued daily at the rate of 1/365th of 0.75% applied to
the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this day of , 2001.
---- ----------------
INDEPENDENCE ONE CAPITAL
MANAGEMENT CORPORATION
By:
---------------------------
Name:
Title:
INDEPENDENCE ONE MUTUAL FUNDS
By:
---------------------------
Name:
Title:
EXHIBIT G
to the
Investment Advisory Contract
INDEPENDENCE ONE INTERNATIONAL EQUITY FUND
For all services rendered by Adviser hereunder, the Trust shall pay to
Adviser and Adviser agrees to accept as full compensation for all services
rendered hereunder, an annual investment advisory fee equal to 1.00% of the
average daily net assets of the Fund.
The fee shall be accrued daily at the rate of 1/365th of 1.00% applied to
the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this day of , 2001.
---- ----------------
INDEPENDENCE ONE CAPITAL
MANAGEMENT CORPORATION
By:
---------------------------
Name:
Title:
INDEPENDENCE ONE MUTUAL FUNDS
By:
---------------------------
Name:
Title:
EXHIBIT H
to the
Investment Advisory Contract
INDEPENDENCE ONE SMALL CAP FUND
For all services rendered by Adviser hereunder, the Trust shall pay to
Adviser and Adviser agrees to accept as full compensation for all services
rendered hereunder, an annual investment advisory fee equal to 0.50% of the
average daily net assets of the Fund.
The fee shall be accrued daily at the rate of 1/365th of 0.50% applied to
the daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser daily.
Witness the due execution hereof this day of , 2001.
---- ----------------
INDEPENDENCE ONE CAPITAL
MANAGEMENT CORPORATION
By:
---------------------------
Name:
Title:
INDEPENDENCE ONE MUTUAL FUNDS
By:
---------------------------
Name:
Title:
A-36
A-12
EXHIBIT B
FUNDS ADVISORY FEE RATE AND AGGREGATE ADVISORY FEES
Aggregate Fees
Paid From the Fund as of 4/30/00
FUND ANNUAL RATE FULL FEE NET OF WAIVER
---- ----------- -------- -------------
Prime Money Market 0. 40% applied to $2,796,477 $1,048,679
Fund the daily net
assets of the Fund
Treasury Money 0.40% applied to $882,256 $882,256
Market Fund the daily net
assets of the Fund
Michigan Municipal 0.40% applied to $392,896 $245,560
Cash Fund the daily net
assets of the Fund
Government 0.70% applied to $359,790 $154,196
Securities Fund the daily net
assets of the Fund
Fixed Income Fund 0.75% applied to $669,504 $267,802
the daily net
assets of the Fund
Equity Plus Fund 0.40% applied to $1,260,497 $945,373
the daily net
assets of the Fund
Small Cap Fund 0.50% applied to $169,653 $169,653
the daily net
assets of the Fund
International Equity 1.00% applied to $198,536 $115,060
Fund the daily net
assets of the Fund
EXHIBIT C
DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS ASSOCIATED WITH IOCM
INDEPENDENCE ONE CAPITAL MANAGEMENT CORPORATION
DIRECTORS
Robert J. Stapleton Director Head of Investment Services
Michigan National Corporation
Kevin J. Van Solkema Director Head of Risk Management
Michigan National Corporation
OFFICERS
Robert J. Stapleton, Jr. President
Linda Flower-McCann Vice President
John P. Keegan, Jr. Vice President
Bruce N. Beaumont Vice President
Sharon Dischinger Vice President
Janice A. Teeters Vice President
Dean Kelly Vice President
Maureen B. Golab Vice President
Laura Nieber Chief Legal Officer and Secretary
Alan Telford Vice President
Theresa Good Treasurer
Timothy D. Wasson Chief Compliance Officer
EXHIBIT D
FORM OF NEW SUBADVISORY CONTRACT FOR INTERNATIONAL EQUITY FUND
INDEPENDENCE ONE MUTUAL FUNDS
SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made between Independence One Capital Management
Corporation, a registered investment adviser (hereinafter referred to as
"Adviser") and ABN AMRO Asset Management (USA), LLC, located in Chicago,
Illinois (hereinafter referred to as the "Sub-Adviser").
WITNESSETH:
That the parties hereto, intending to be legally bound, hereby agree as
follows:
1. NOTICE OF ADVICE. Pursuant to its Investment Advisory Contract with the
Independence One Mutual Funds ("Trust"), and subject to the direction of the
Trustees of the Trust ("Trustees"), the Adviser has been retained to provide
investment advisory services to the Independence One International Equity Fund,
a portfolio of the Trust ("Fund"). Interests in the Fund may be offered in one
or more classes of shares ("Classes"). Pursuant to Paragraph 8 of the Investment
Advisory Contract, Adviser wishes to retain Sub-Adviser to provide, and
Sub-Adviser agrees to furnish, a continuous investment program for the Fund,
including investment research and management with respect to all securities and
investments in the Fund, other than assets retained by the Adviser in its
discretion. The Adviser will keep the Sub-Adviser informed at all times as to
the nature and amount of such retained securities (except for U.S.
dollar-denominated cash and cash equivalents). The Sub-Adviser will determine
from time to time what securities and other investments will be purchased,
retained, or sold by the Fund. The Sub-Adviser will provide the services
rendered by it hereunder subject to the direction of the Trustees and the
Adviser, and in conformity with: The Fund's investment objective(s) and policies
as stated in the Fund's then-current Registration Statement on Form N-1A; all
applicable Rules and Regulations of the US Securities and Exchange Commission;
and the Securities Act of 1933, the Investment Company Act of 1940, and the
Investment Advisers Act of 1940, all as amended. In connection with its services
to the Fund, Sub-Adviser will submit for the Adviser's approval a written
description of the Sub-Adviser's investment philosophy and process, performance
objective and benchmark, investment guidelines, and listing of reports to be
provided, all as may be adjusted from time to time. Sub-Adviser acknowledges
that Adviser will retain direct responsibilities for: investment research and
management with respect to the U.S. dollar-denominated cash and cash equivalents
in the Fund; the selection and compensation of the Sub-Adviser; the review of
all purchases and sales of portfolio instruments made by the Fund to assess
compliance with its stated investment objective and policies; the monitoring of
the selection of brokers and dealers effecting transactions on behalf of the
Fund; the maintenance and furnishing of all required records or reports
pertaining to the Fund to the extent those records or reports are not maintained
or furnished by the Sub-Adviser or other agents employed by the Fund.
2. REPRESENTATIONS OF SUB-ADVISER. Sub-Adviser hereby represents to
Adviser that it is duly registered as an investment adviser with (a) the United
States Securities and Exchange Commission pursuant to the Investment Advisers
Act of 1940, and (b) any state authorities with which such registration is
necessary in order to lawfully provide services pursuant to this Agreement.
Sub-Adviser hereby agrees to maintain such registrations in effect for so long
as it continues to provide services pursuant to this Agreement and to notify
Adviser immediately upon termination or revocation of any such registration
during such period.
3. BROKERAGE. Sub-Adviser may place orders for the execution of
transactions --------- with or through such broker-dealers (including floor
brokers) or banks as Sub-Adviser may select, subject to the Adviser's review.
Any accounts opened with such broker-dealers or banks shall be in the name of
the Fund.
4. RECORDS AND CONFIRMS. Sub-Adviser will send Adviser a record of the
investments and positions of the Fund as soon as reasonably possible after the
end of each quarterly period. Copies of confirmations of transactions executed
for the Fund will be sent by the broker-dealers executing the transactions
promptly to the custodian for the Fund and the Sub-Adviser. Sub-Adviser does not
assume responsibility for the accuracy of information furnished by Adviser or
any other party.
5. CONFIDENTIALITY. All information and advice furnished by either party
hereto to the other shall be treated as confidential and shall not be disclosed
to third parties, unless generally known or otherwise publicly available, and
except as required by regulatory agencies or otherwise by law.
6. OTHER CLIENTS. Sub-Adviser acts as adviser to other clients and may
give advice, and take action, with respect to any of those which may differ from
the advice given, or the timing or nature of action taken, with respect to the
Fund. Sub-Adviser shall have no obligation to purchase or sell for the Fund, or
to recommend for purchase or sale by the Fund, any security which Sub-Adviser,
its principals, affiliates or employees may purchase or sell for themselves or
for any other clients. Except as otherwise required by law, Sub-Adviser shall
not make any information about the accounts of its clients available to Adviser
or the Fund.
Adviser recognizes that transactions in a specific security or securities
may not be accomplished for all client accounts at the same time or at the same
price.
In the performance of Sub-Adviser's services hereunder, Sub-Adviser shall
not be liable for any failure to recommend or effect any purchase or sale, or
other investment or trading strategy on the basis of any information known to
Sub-Adviser where the utilization of such information might, in Sub-Adviser's
opinion, constitute a violation of any federal or state law, rules or
regulations, or the breach of any fiduciary duty or confidential relationship
between Sub-Adviser and any other person or persons
7. ADVISER'S REPRESENTATIONS. Adviser represents that it has full authority
to grant Sub-Adviser the authority given to Sub-Adviser under this Agreement.
8. FEES. For its services under this Agreement, Sub-Adviser shall receive
from Adviser an annual fee ("the Sub-Advisory Fee"), as set forth in Exhibit A
attached hereto.
Notwithstanding any other provision of this Agreement, the Sub-Adviser may
from time to time and for such periods as it deems appropriate, reduce its
compensation (and, if appropriate, assume expenses of the Fund or Class of the
Fund) to the extent that the Fund's expenses exceed such expense limitation as
the Sub-Adviser may, by notice to the Trust on behalf of the Fund, voluntarily
declare to be effective.
9. TERM. This Agreement shall begin for the Fund on the date that the
parties execute this Agreement relating to such Fund and shall continue in
effect for the Fund for two years from the date of its execution and from year
to year thereafter, subject to the provisions for termination and all of the
other terms and conditions hereof if: (a) such continuation shall be
specifically approved at least annually by the vote of a majority of the
Trustees of the Trust, including a majority of the Trustees who are not parties
to this Agreement or interested persons of any such party (other than as
Trustees of the Trust) cast in person at a meeting called for that purpose; and
(b) Adviser shall not have notified the Trust in writing at least sixty (60)
days prior to the anniversary date of this Agreement in any year thereafter that
it does not desire such continuation with respect to the Fund.
10. TERMINATION. Notwithstanding any provision in this Agreement, it may
be terminated at any time without the payment of any penalty: (a) by the
Trustees of the Trust or by a vote of a majority of the outstanding voting
securities (as defined in Section 2(a)(42) of the Investment Company Act of
1940, as amended (the "Act")) of the Fund on sixty (60) days' written notice to
Adviser; and (b) by Sub-Adviser or Adviser upon sixty (60) days written notice
to the other party to the Agreement.
11. AUTOMATIC TERMINATION. This Agreement shall automatically terminate:
---------------------
(a) in the event of its assignment (as defined in the Act); or
(b) in the event of termination of the Investment Advisory
Contract between the Trust and Adviser ("Investment Advisory
Contract" for any reason whatsoever.
12. LIMITATION OF AUTHORITY. Neither Adviser nor Sub-Adviser shall act as
an investment adviser (as such term is defined in the Act) to the Fund except as
provided herein and in the Investment Advisory Contract between the Adviser and
the Fund or in such other manner as may be expressly agreed between Adviser and
Sub-Adviser.
Provided, however, that if the Adviser or Sub-Adviser shall resign prior
to the end of any term of this Agreement or for any reason be unable or
unwilling to serve for a successive term which has been approved by the Trustees
of the Trust pursuant to the provisions of Paragraph 10 of this Agreement or
Paragraph 6 of the Investment Advisory Contract, the remaining party,
Sub-Adviser or Adviser as the case may be, shall not be prohibited from serving
as an investment adviser to such Fund by reason of the provisions of this
Paragraph 13.
13. NOTICES. Notices regarding termination or other matters of this
Agreement or other matters shall be sent by certified mail or overnight by a
nationally recognized courier and shall be deemed given when received at the
addresses specified below, or at such other address as a party to receive notice
may specify in a notice given in accordance with this provision. Sub-Adviser may
rely on any notice from any person reasonably believed to be genuine and
authorized.
If to Sub-Adviser: If to Adviser:
ABN AMRO Asset Management (USA), LLC Independence One Capital
208 S. LaSalle Street Management Corporation
4th Floor 27777 Inkster Road
Chicago, IL 60604-1003 Farmington Hills, MI
48334
Attn: Steven A. Smith Attn: Robert J. Stapleton, Jr.
14. INDEMNIFICATION. (a) (i) In any threatened, pending or completed action,
suit or proceeding to which the Sub-Adviser, was, is or is threatened to be made
a party, in connection with or relating to the services performed by the
Sub-Adviser for the Adviser or the Fund as contemplated herein, including,
without limitation, any breach of any representations, warranties or covenants
made by the Adviser in this Agreement or any failure by the Adviser to comply
with the federal or any state securities laws or the rules and regulations
promulgated thereunder or any other federal or state law, or any rule or
regulation promulgated by a governmental agency or self-regulatory organization,
Adviser shall indemnify and hold harmless the Sub-Adviser, against any loss,
liability, damage, cost and expense (including reasonable attorneys' and
accountants' fees and disbursements) incurred or suffered by the Sub-Adviser in
connection with the investigation, defense or settlement of any such action,
suit or proceeding, only if the acts or omissions of the Sub-Adviser, did not
involve willful misfeasance, gross negligence, bad faith or reckless disregard
of its duties and obligations under this Agreement; and (ii) In the event that
the Sub-Adviser is made a party to any claim, dispute or litigation or otherwise
incurs any loss or expense as a result of or in connection with the activities
or claimed activities of Adviser or its partners, officers, directors,
employees, agents or affiliates unrelated to the Sub-Adviser or the
Sub-Adviser's business, Adviser shall indemnify, defend and hold harmless the
Sub-Adviser against any loss, liability, damage, cost and expense (including,
without limitation, reasonable attorneys' and accountants' fees and
disbursements to be paid as incurred) incurred in connection therewith. As used
in subparagraphs (i) through (ii) above, the term "Sub-Adviser" shall include
the Sub-Adviser's directors, officers, shareholders, employees, agents and
affiliates.
(B) (I) IN ANY THREATENED, PENDING OR CONTEMPLATED ACTION, SUIT OR
PROCEEDING TO WHICH THE ADVISER, WAS, IS OR IS THREATENED TO BE MADE A
PARTY, IN CONNECTION WITH OR RELATING TO THE SERVICES PERFORMED BY THE
SUB-ADVISER FOR THE ADVISER OR THE FUND AS CONTEMPLATED HEREIN,
INCLUDING, WITHOUT LIMITATION, ANY BREACH OF ANY REPRESENTATIONS,
WARRANTIES OR COVENANTS MADE BY SUB-ADVISER IN THIS AGREEMENT OR ANY
FAILURE BY SUB-ADVISER TO COMPLY WITH THE FEDERAL OR ANY STATE
SECURITIES LAWS OR THE RULES AND REGULATIONS PROMULGATED THEREUNDER OR
ANY OTHER FEDERAL OR STATE LAW, OR ANY RULE OR REGULATION PROMULGATED
BY ANY GOVERNMENTAL AGENCY OR SELF-REGULATORY ORGANIZATION,
SUB-ADVISER SHALL INDEMNIFY AND HOLD HARMLESS THE ADVISER, AGAINST ANY
LOSS, LIABILITY, DAMAGE, COST AND EXPENSE (INCLUDING REASONABLE
ATTORNEYS' AND ACCOUNTANTS' FEES AND DISBURSEMENTS) INCURRED OR
SUFFERED BY THE ADVISER IN CONNECTION WITH THE INVESTIGATION, DEFENSE
OR SETTLEMENT OF ANY SUCH ACTION, SUIT OR PROCEEDING, ONLY IF THE ACTS
OR OMISSIONS OF THE ADVISER DID NOT INVOLVE WILLFUL MISFEASANCE, GROSS
NEGLIGENCE, BAD FAITH OR RECKLESS DISREGARD OF ITS DUTIES AND
OBLIGATIONS UNDER THIS AGREEMENT; AND (II) IN THE EVENT THAT THE
ADVISER IS MADE A PARTY TO ANY CLAIM, DISPUTE OR LITIGATION OR
OTHERWISE INCURS ANY LOSS OR EXPENSE AS A RESULT OF OR IN CONNECTION
WITH THE ACTIVITIES OR CLAIMED ACTIVITIES OF SUB-ADVISER OR ITS
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES UNRELATED TO THE
ADVISER OR THE ADVISER'S BUSINESS, SUB-ADVISER SHALL INDEMNIFY, DEFEND
AND HOLD HARMLESS THE ADVISER AGAINST ANY LOSS, LIABILITY, DAMAGE,
COST AND EXPENSE (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS'
AND ACCOUNTANTS' FEES AND DISBURSEMENTS TO BE PAID AS INCURRED)
INCURRED IN CONNECTION THEREWITH. AS USED IN SUBPARAGRAPHS (I) THROUGH
(II) ABOVE, THE TERM "ADVISER" SHALL INCLUDE THE ADVISER AND THE
ADVISER'S DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS AND
AFFILIATES.
(c) In the event that a person entitled to indemnification under Sections 15
(a) or (b) is made a party to an action, suit or proceeding alleging both
matters for which indemnification can be made hereunder and matters for which
indemnification may not be made hereunder, such person shall be indemnified only
for that portion of the loss, liability, damage, cost or expense incurred in
such action, suit or proceeding which relates to the matters for which
indemnification can be made.
(d) None of the indemnifications contained in this Section 15 shall be
applicable with respect to default judgments, confessions of judgment or
settlements entered into by the part(ies) claiming indemnification without the
prior written consent of the party obligated to indemnify such party.
(e) The provisions of this Section 15 shall survive the termination or
other expiration of this Agreement.
15. INDEPENDENT CONTRACTORS. The Sub-Adviser shall for all purposes herein
be deemed to be an independent contractor of Adviser. It is expressly agreed to
by the parties hereto that the relationship created by this Agreement does not
create a partnership or joint venture between the Sub-Adviser and the Adviser.
Except as specifically set forth herein with respect to the Sub-Adviser's
authority to place orders approved by the Adviser to broker-dealers or banks for
trading the accounts of the Fund, neither party shall have any authority to bind
the other nor shall either party represent to third parties that it has such
authority.
16. LIABILITY. Neither the Sub-Adviser nor any of its agents, employees,
principals, directors, or officers or any person who controls the Sub-Adviser
shall be liable to Adviser or its officers, directors, partners, employees,
agents or any person who controls Adviser or any of its successors, or assigns
under this Agreement, except by reason of acts or omissions in contravention of
this Agreement due to willful misfeasance, gross negligence, bad faith, reckless
disregard of its duties and obligations under this Agreement, or knowing and
grossly negligent or reckless violation of applicable law. Adviser acknowledges
that all transactions made by the Sub-Adviser on behalf of the Fund, shall be
for the account and risk of the Fund. The Sub-Adviser shall have no
responsibility for the execution or clearance of the Fund's trades once orders
have been transmitted to the executing broker-dealer or bank for those trades.
Notwithstanding the foregoing sentences, the federal securities laws impose
liabilities under certain circumstances on persons who act in good faith and
therefore, nothing herein shall in any way constitute a waiver or limitation of
any rights which Adviser may have under the federal securities laws or state
securities laws.
17. DISCLOSURE.
----------
(a) Adviser acknowledges receipt of Sub-Adviser's Disclosure Statement (Part
II of Adviser's Form ADV), as required by Rule 204-3 under the Investment
Advisers Act of 1940, not less than 48 hours prior to the date of execution of
this agreement shown below.
(b) Adviser acknowledges receipt of Sub-Adviser's Disclosure Statement (Part
II of Adviser's Form ADV) less than 48 hours prior to, but not later than, the
date of execution of this agreement. Accordingly, Adviser shall have the option
to terminate this agreement without penalty within five business days after that
date of execution; provided, however, that any investment action taken by
Adviser with respect to the Fund prior to the effective date of such termination
shall be at Fund's risk.
18. ENTIRE AGREEMENT: GOVERNING LAW. This agreement constitutes the entire
agreement of the parties with respect to the rendering of advice by Sub-Adviser
for the benefit of Adviser and the Fund and can be amended only by written
document signed by the parties. This agreement shall be governed by the laws of
the State of Michigan.
19. AMENDMENT. This Agreement may be amended from time to time by agreement
of the parties hereto provided that such amendment shall be approved both by the
vote of a majority of Trustees of the Trust, including a majority of Trustees
who are not parties to this Agreement or interested person, as defined in
Section 2(a)(19) of the Act, of any such party at a meeting called for that
purpose, and, where required by Section 15(a)(2) of the Act, by the holders of a
majority of the outstanding voting securities (as defined in Section 2(a)(42) of
the Act) of the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their duty authorized officers this _____day of
_________, 2001.
ATTEST: Independence One Capital
Management Corporation
------------------------- ----------------------------
Secretary Director, Investment Services
James Rose Robert J. Stapleton, Jr.
ABN AMRO Asset Management (USA), LLC
------------------------- -----------------------------
Secretary Director of Mutual Funds
Steven A. Smith
EXHIBIT A
INDEPENDENCE ONE MUTUAL FUNDS
INDEPENDENCE ONE INTERNATIONAL EQUITY FUND
SUB-ADVISORY AGREEMENT
Adviser will pay Sub-Adviser as full compensation for services rendered
hereunder an annual fee at the rate of 0.60% based on the average daily value of
the net assets of the Fund managed by the Sub-Adviser. The fee shall be
calculated as determined by the Fund on the last day of each month on which the
New York Stock Exchange is open and shall be payable on a monthly basis, in
arrears.
This Exhibit duly incorporates by reference the Sub-Advisory Agreement.
Adviser:
----------
(initials)
Sub-Adviser:
---------
(initials)
EXHIBIT E
INTERNATIONAL EQUITY FUND'S SUBADVISORY FEE RATE AND AGGREGATE
SUBADVISORY FEES
Paid From the Fund as of 4/30/00
FUND ANNUAL RATE FULL FEE NET OF WAIVER
International Equity 0. 30% applied to $60,139 $60,139
Fund the daily net
assets of the Fund
EXHIBIT F
PRINCIPAL EXECUTIVE OFFICERS AND BOARD OF MANAGERS OF ABN AMRO ASSET MANAGEMENT
(USA) LLC
Name and Position Name of Position with
-
WITH INVESTMENT ADVISER OTHER COMPANY OTHER COMPANY
James B. Wynsma ABN AMRO Funds Trustee
Chairman ABN AMRO Fund Services, Director
Inc. Vice Chairman (Retired)
LaSalle Bank, N.A.
Thomas Heagy ABN AMRO North America CFO, Director
Manager Holding Company
LaSalle Bank, N.A. Vice Chairman
Robert Quinn ABN AMRO North America, Chief Legal Counsel
Manager Inc. (Retired)
Daniel Shannon None
Manager
Randall C. Hampton LaSalle Bank N.A. Executive Vice President
President, CEO ABN AMRO Funds President, CEO
Manager ABN AMRO Fund Services, Director, President
Inc.
EXHIBIT G
FORM OF NEW SUBADVISORY CONTRACT FOR EQUITY PLUS FUND
INDEPENDENCE ONE MUTUAL FUNDS
SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made between Independence One Capital Management
Corporation, a registered investment adviser (hereinafter referred to as
"Adviser") and Sosnoff Sheridan Corporation, an Illinois corporation located in
Chicago, Illinois (hereinafter referred to as the "Sub-Adviser").
WITNESSETH:
That the parties hereto, intending to be legally bound, hereby agree as
follows:
1. NOTICE OF ADVICE: Sub-Adviser hereby agrees to furnish to Adviser in its
capacity as Investment adviser to the Independence One Equity Plus Fund (the
"Fund"), a portfolio of the 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"). Sub-Adviser shall furnish such
advice and information to Adviser on a non-discretionary basis. Sub-Adviser
shall not have custody of any funds or securities of the Fund at any time.
2. REPRESENTATIONS OF SUB-ADVISER. Sub-Adviser hereby represents to Adviser that
it is duly registered as an investment adviser with (a) the United States
Securities and Exchange Commission pursuant to the Investment Advisers Act of
1940, and (b) any state authorities with which such registration necessary in
order to lawfully provide services pursuant to this Agreement. Sub-Adviser
hereby agrees to maintain such registrations in effect for so long as it
continues to provide services pursuant to this Agreement and to notify Adviser
immediately upon termination or revocation of any such registration during such
period.
3. BROKERAGE. Sub-Adviser may placed orders for the execution of transactions
with or through such brokers-dealers (including floor brokers) or banks as
Adviser may select. Sub-Adviser may suggest broker-dealers or banks to Adviser;
however, Adviser will choose the broker-dealer or banks through which
Sub-Adviser may place orders. Any accounts opened with such broker-dealers or
banks shall be in the name of the Fund.
4. RECORDS AND CONFIRMS. Sub-Adviser will send Adviser a record of the
investments and positions of Fund as soon as reasonably possible after the end
of each quarterly period. Copies of confirmations of transactions executed for
the Fund will be sent by the broker-dealers executing the transactions promptly
to the custodian for the Fund and the Sub-Adviser, if the custodian is other
than the broker-dealer. Otherwise, copies of confirmations of transactions
executed will be sent by the broker-dealers executing the transactions to
Sub-Adviser and the Fund. Sub-Adviser does not assume responsibility for the
accuracy of information furnished by Adviser or any other party.
5. VOTING. Unless otherwise specifically agreed, Sub-Adviser will not be
required to take any action, or render any advice, with respect to the
voting of securities held by the Fund.
6. CONFIDENTIALITY. All information and advice furnished by either party hereto
to the other shall be treated as confidential and shall not be disclosed to
third parties, unless generally known or otherwise publicly available, and
except as required by regulatory agencies or otherwise by law.
7. OTHER CLIENTS. Sub-Adviser acts as adviser to other clients and may give
advice, and take action, with respect to any of those which may differ from the
advice given, or the timing or nature of action taken, with respect to the Fund.
Sub-Adviser shall have no obligation to purchase or sell for the Fund, or to
recommend for purchase or sale by the Fund, any security which Sub-Adviser, its
principals, affiliates or employees may purchase or sell for themselves or for
any other clients. Except as otherwise required by law, Sub-Adviser shall not
make any information about the accounts of its clients available to Adviser or
the Fund.
Adviser recognizes that transactions in a specific security or securities
may not be accomplished for all client accounts at the same time or at the same
price.
In the performance of Sub-Adviser's services hereunder, Sub-Adviser shall
not be liable for any failure to recommend or effect any purchase or sale, or
other investment or trading strategy on the basis of any information known to
Sub-Adviser where the utilization of such information might, in Sub-Adviser's
opinion, constitute a violation of any federal or state law, rules or
regulations, or the breach of any fiduciary duty or confidential relationship
between Sub-Adviser and any other person or persons.
8. ADVISER'S REPRESENTATIONS. Adviser represents that it has full authority
to grant Sub-Adviser the authority given to Sub-Adviser under this Agreement.
9. FEES. For its services under this Agreement, Sub-Adviser shall receive
from Adviser an annual fee ("the Sub-Advisory Fee"), as set forth on
Exhibit A attached hereto.
Notwithstanding any other provision of this Agreement, the Sub-Adviser may
from time to time and for such periods as it deems appropriate, reduce its
compensation (and, if appropriate, assume expenses of the Fund or Class of the
Fund) to the extent that the Fund's expenses exceed such expense limitation as
the Sub-Adviser may, by notice to the Trust on behalf of the Fund, voluntarily
declare to be effective.
10. TERM. This Agreement shall begin for the Fund on the date that the parties
execute this Agreement relating to such Fund and shall continue in effect for
the Fund for two years from the date of its execution and from year to year
thereafter, subject to the provisions for termination and all of the other terms
and conditions hereof if: (a) such continuation shall be specifically approved
at least annually by the vote of a majority of the Trustees of the Trust,
including a majority of the Trustees who are not parties to this Agreement or
interested persons of any such party (other than as Trustees of the Trust) cast
in person at a meeting called for that purpose; and (b) Adviser shall not have
notified the Trust in writing at least sixty (60) days prior to the anniversary
date of this Agreement in any year thereafter that it does not desire such
continuation with respect to the Fund.
11. TERMINATION. Notwithstanding any provision in this Agreement, it may be
terminated at any time without the payment of any penalty: (a) by the Trustees
of the Trust or by a vote of majority of the outstanding voting securities (as
defined in Section 2(a)(42) of the Investment Company Act of 1940 (the "Act"))
of the Fund on sixty (60) days written notice to Adviser; and (b) by Sub-Adviser
or Adviser upon sixty (60) days written notice to the other party to the
Agreement.
12. AUTOMATIC TERMINATION. This Agreement shall automatically terminate:
---------------------
(a) in the event of its assignment (as defined in the Act); or
(b) in the event of termination of the Investment Advisory Contract between
the Trust and Adviser ("Investment Advisory Contract") for any reason
whatsoever.
13. LIMITATION OF AUTHORITY. Neither Adviser nor Sub-Adviser shall act as an
investment adviser (as such term is defined in the Act) to the Fund except as
provided herein and in the Investment Advisory contract between the Adviser and
the Fund or in such other manner as may be expressly agreed between Adviser and
Sub-Adviser.
Provided, however, that if the Adviser or Sub-Adviser shall resign prior
to the end of any term of this Agreement or for any reason be unable or
unwilling to serve for a successive term which has been approved by the Trustees
of the Trust pursuant to the provisions of Paragraph 10 of this Agreement or
Paragraph 6 of the Investment Advisory Contract, the remaining party,
Sub-Adviser of Adviser as the case may be, shall not be prohibited from serving
as an investment advisor to such Fund by reason of the provisions of this
Paragraph 13.
14. NOTICES. Notices regarding termination or other matters of this Agreement or
other matters shall be certified mail or overnight by a nationally recognized
courier and shall be deemed given when received at the addresses specified
below, or at such other address as a party to receive notice may specify in a
notice given in accordance with this provision. Sub-Adviser may rely on any
notice from any person reasonably believed to be genuine and authorized.
If to Sub-Adviser: If to Adviser:
Sosnoff Sheridan Corporation Independence One Capital
440 South LaSalle Street Management Corporation
Suite 2301 27777 Inkster Road
Chicago, Illinois 60605 Farmington Hills, Michigan 48334
Attention: Tom Sosnoff Attention: Robert J. Stapleton, Jr.
INDEMNIFICATION. (a) (i) In any threatened, pending or completed action, suit or
proceeding to which the Sub-Adviser, was, is or is threatened to be made a
party, in connection with or relating to the services performed by the
Sub-Adviser for the Adviser or the Fund as contemplated herein, including,
without limitation, any breach of any representations, warranties or convenants
made by the Adviser in this Agreement or any failure by the Adviser to comply
with the federal or any state securities laws or the rules and regulations
promulgated thereunder or any other federal or state law, or any rule or
regulation promulgated by a governmental agency or self-regulatory organization,
Adviser shall indemnify and hold harmless the Sub-Adviser, against any loss,
liability, damage, cost and expense (including reasonable attorneys' and
accountants' fees and disbursements) incurred or suffered by the Sub-Adviser in
connection with the investigation, defense or settlement of any such action,
suit or proceeding, only if the acts or omissions of the Sub-Adviser, did not
involve willful misfeasance, gross negligence, bad faith or reckless disregard
of its duties and obligations under this Agreement; and (ii) In the event that
the Sub-Adviser is made a party to any claim, dispute or litigation or otherwise
incurs any loss or expense as a result of or in connection with the activities
or claimed activities of Adviser or its partners, officers, directors,
employees, agents or affiliates unrelated to the Sub-Adviser or the
Sub-Adviser's business, Adviser shall indemnify, defend and hold harmless the
Sub-Adviser against any loss, liability, damage, cost and expense (including,
without limitation, reasonable attorneys' and accountants' fees and
disbursements to be paid as incurred) incurred in connection therewith. As used
is subparagraphs (i) through (ii) above, the term "Sub-Adviser" shall include
the Sub-Adviser's directors, officers, shareholders, employees, agents and
affiliates.
(b) (i) In any threatened, pending or contemplated action, suit or proceeding to
which the Adviser, was, is or is threatened to be made a party, in connection
with or relating to the services performed by the Sub-Adviser for the Adviser or
the Fund as contemplated herein, including, without limitation, any breach of
any representations, warranties or covenants made by Sub-Adviser in this
Agreement or any failure by Sub-Adviser to comply with the federal or any state
securities laws or the rules and regulations promulgated thereunder or any other
federal or state law, or any rule or regulation promulgated by any governmental
agency or self-regulatory organization, Sub-Adviser shall indemnify and hold
harmless the Adviser, against any loss, liability, damage, cost and expense
(including reasonable attorneys' and accountants' fees and disbursements)
incurred or suffered by the Adviser in connection with the investigation,
defense or settlement of any such action, suit or proceeding, only if the acts
or omissions of the Adviser did not involve willful misfeasance, gross
negligence, bad faith or reckless disregard of its duties and obligations under
this Agreement; and (ii) In the event that the Adviser is made a party to any
claim, dispute or litigation or otherwise incurs any loss or expense as a result
of or in connection with the activities or claimed activities of Sub-Adviser or
its officers, directors, employees, agents or affiliates unrelated to the
Adviser or the Adviser's business, Sub-Adviser shall indemnify, defend and hold
harmless the Adviser against any loss, liability, damage, cost and expense
(including, without limitation, reasonable attorneys' and accountants' fees and
disbursements to be paid as incurred) incurred in connection therewith. As used
in subparagraphs (i) through (ii) above, the term "Adviser" shall include the
Adviser and the Adviser's directors, officers, shareholders, employees, agents,
and affiliates.
(c) In the event that a person entitled to indemnification under Sections 15 (a)
and (b) is made a party to an action, suit or proceeding alleging both matters
for which indemnification can be made hereunder and matters for which
indemnification may not be made hereunder, such person shall be indemnified only
for that portion of the loss, liability, damage, cost or expense incurred in
such action, suit or proceeding which relates to the matters for which
indemnification can be made.
(d) None of the indemnifications contained in this Section 15 shall be
applicable with respect to default judgments, confessions of judgment or
settlements entered into by the part(ies) claiming indemnification without the
prior written consent of the party obligated to indemnify such party.
(e) The provisions of this Section 15 shall survive the termination or other
expiration of this Agreement.
16. INDEPENDENT CONTRACTORS. The Sub-Adviser shall for all purposes herein be
deemed to be an independent contractor of Adviser. It is expressly agreed to by
the parties hereto that the relationship created by this Agreement does not
create a partnership or joint venture between the Sub-Adviser and the Adviser.
Except as specifically set forth herein with respect to the Sub-Adviser's
authority to place orders approved by the Adviser to broker-dealers or banks for
trading the accounts of the Fund, neither party shall have any authority to bind
the other nor shall either party represent to third parties that it has such
authority.
17. LIABILITY. Neither the Sub-Adviser nor any of its agents, employees,
principals, directors, or officers or any person who controls the Sub-Adviser
shall be liable to Adviser or its officers, directors, partners, employees,
agents or any person who controls Adviser or any of its successors, or assigns
under this Agreement, except by reason of acts or omissions in contravention of
this Agreement due to willful misfeasance, gross negligence, bad faith, reckless
disregard of its duties and obligations under this Agreement, or violation of
applicable law. Adviser acknowledges that all transactions made by the
Sub-Adviser on behalf of the Fund, shall be for the account and risk of the
Fund. The Sub-Adviser shall have no responsibility for the execution or
clearance of the Fund's trades once orders have been transmitted to the
executing broker-dealer or bank for those trades. Notwithstanding the foregoing
sentences, the federal securities laws impose liabilities under certain
circumstances on persons who act in good faith and therefore, nothing herein
shall in any way constitute a waiver or limitation of any rights which Adviser
may have under the federal securities laws or state securities laws.
18. DISCLOSURE.
----------
Adviser acknowledges receipt of Sub-Adviser's Disclosure Statement (Part
II of Adviser's Form ADV), as required by Rule 204-3 under the Investment
Advisers Act of 1940, not less than 48 hours prior to the date of execution of
this agreement shown below.
Adviser acknowledges receipt of Sub-Adviser's Disclosure Statement (Part
II of Adviser's Form ADV) less than 48 hours prior to, but not later than, the
date of execution of this agreement. Accordingly, Adviser shall have the option
to terminate this agreement without penalty within five business days after that
date of execution; provided, however, that any investment action taken by
Adviser with respect to the Fund prior to the effective date of such termination
shall be at Fund's risk.
19. ENTIRE AGREEMENT: GOVERNING LAW. This agreement constitutes the entire
agreement of the parties with respect to the rendering of advice by Sub-Adviser
for the benefit of Adviser and the Fund and can be amended only by written
document signed by the parties. This agreement shall be governed by the internal
laws of the State of Illinois.
20. AMENDMENT. This Agreement may be amended from time to time by agreement of
the parties hereto provided that such amendment shall be approved both by the
vote of a majority of Trustees of the Trust, including a majority of Trustees
who are not parties to this Agreement or interested person, as defined in
Section 2(a)(19) of the Act, of any such party at a meeting called for that
purpose, and, where required by Section 15(a)(2) of the Act, by the holders of a
majority of the outstanding voting securities (as defined in Section 2(a)(42) of
the Act) of the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their duty authorized officers, and their corporate
seals affixed hereto this _____day of ___________, 2000.
ATTEST: INDEPENDENCE ONE CAPITAL
MANAGEMENT CORPORATION
------------------------ -------------------------------
Secretary Director, Investment Services
James Rose Robert J. Stapleton, Jr.
SOSNOFF SHERIDAN CORPORATION
----------------------- ---------------------------------
Secretary Vice President
Scott D. Sheridan Scott D. Sheridan
EXHIBIT A
Independence One Mutual Funds
Independence One Equity Plus Fund
Sub-Advisory Agreement
Advisor will pay Sub-Adviser as full compensation for services rendered
hereunder, an annual fee at the rate of 0.035% based on the average daily value
of the equity securities in the Fund. The fee shall be calculated as determined
by the Fund on the last day of each month on which the New York Stock Exchange
is open and shall be payable on a monthly basis, in arrears.
This Exhibit duly incorporates by reference the Sub-Advisory Agreement.
Adviser:
---------
(initials)
Sub-adviser:
---------
(initials)
EXHIBIT H
FORM OF NEW SUBADVISORY CONTRACT FOR SMALL CAP FUND
INDEPENDENCE ONE MUTUAL FUNDS
SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made between Independence One Capital Management
Corporation, a registered investment adviser (hereinafter referred to as
"Adviser") and Sosnoff Sheridan Corporation, an Illinois corporation located in
Chicago, Illinois (hereinafter referred to as the "Sub-Adviser").
WITNESSETH:
That the parties hereto, intending to be legally bound, hereby agree as
follows:
1. NOTICE OF ADVICE: Sub-Adviser hereby agrees to furnish to Adviser in its
capacity as Investment adviser to the Independence One Small Cap Fund (the
"Fund"), a portfolio of the 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"). Sub-Adviser shall furnish such
advice and information to Adviser on a non-discretionary basis. Sub-Adviser
shall not have custody of any funds or securities of the Fund at any time.
2. REPRESENTATIONS OF SUB-ADVISER. Sub-Adviser hereby represents to Adviser that
it is duly registered as an investment adviser with (a) the United States
Securities and Exchange Commission pursuant to the Investment Advisers Act of
1940, and (b) any state authorities with which such registration necessary in
order to lawfully provide services pursuant to this Agreement. Sub-Adviser
hereby agrees to maintain such registrations in effect for so long as it
continues to provide services pursuant to this Agreement and to notify Adviser
immediately upon termination or revocation of any such registration during such
period.
3. BROKERAGE. Sub-Adviser may placed orders for the execution of transactions
with or through such brokers-dealers (including floor brokers) or banks as
Adviser may select. Sub-Adviser may suggest broker-dealers or banks to Adviser;
however, Adviser will choose the broker-dealer or banks through which
Sub-Adviser may place orders. Any accounts opened with such broker-dealers or
banks shall be in the name of the Fund.
4. RECORDS AND CONFIRMS. Sub-Adviser will send Adviser a record of the
investments and positions of Fund as soon as reasonably possible after the end
of each quarterly period. Copies of confirmations of transactions executed for
the Fund will be sent by the broker-dealers executing the transactions promptly
to the custodian for the Fund and the Sub-Adviser, if the custodian is other
than the broker-dealer. Otherwise, copies of confirmations of transactions
executed will be sent by the broker-dealers executing the transactions to
Sub-Adviser and the Fund. Sub-Adviser does not assume responsibility for the
accuracy of information furnished by Adviser or any other party.
5. VOTING. Unless otherwise specifically agreed, Sub-Adviser will not be
required to take any action, or render any advice, with respect to the
voting of securities held by the Fund.
6. CONFIDENTIALITY. All information and advice furnished by either party hereto
to the other shall be treated as confidential and shall not be disclosed to
third parties, unless generally known or otherwise publicly available, and
except as required by regulatory agencies or otherwise by law.
7. OTHER CLIENTS. Sub-Adviser acts as adviser to other clients and may give
advice, and take action, with respect to any of those which may differ from the
advice given, or the timing or nature of action taken, with respect to the Fund.
Sub-Adviser shall have no obligation to purchase or sell for the Fund, or to
recommend for purchase or sale by the Fund, any security which Sub-Adviser, its
principals, affiliates or employees may purchase or sell for themselves or for
any other clients. Except as otherwise required by law, Sub-Adviser shall not
make any information about the accounts of its clients available to Adviser or
the Fund.
Adviser recognizes that transactions in a specific security or securities
may not be accomplished for all client accounts at the same time or at the same
price.
In the performance of Sub-Adviser's services hereunder, Sub-Adviser shall
not be liable for any failure to recommend or effect any purchase or sale, or
other investment or trading strategy on the basis of any information known to
Sub-Adviser where the utilization of such information might, in Sub-Adviser's
opinion, constitute a violation of any federal or state law, rules or
regulations, or the breach of any fiduciary duty or confidential relationship
between Sub-Adviser and any other person or persons.
8. ADVISER'S REPRESENTATIONS. Adviser represents that it has full authority
to grant Sub-Adviser the authority given to Sub-Adviser under this Agreement.
9. FEES. For its services under this Agreement, Sub-Adviser shall receive
from Adviser an annual fee ("the Sub-Advisory Fee"), as set forth on
Exhibit A attached hereto.
Notwithstanding any other provision of this Agreement, the Sub-Adviser may
from time to time and for such periods as it deems appropriate, reduce its
compensation (and, if appropriate, assume expenses of the Fund or Class of the
Fund) to the extent that the Fund's expenses exceed such expense limitation as
the Sub-Adviser may, by notice to the Trust on behalf of the Fund, voluntarily
declare to be effective.
10. TERM. This Agreement shall begin for the Fund on the date that the parties
execute this Agreement relating to such Fund and shall continue in effect for
the Fund for two years from the date of its execution and from year to year
thereafter, subject to the provisions for termination and all of the other terms
and conditions hereof if: (a) such continuation shall be specifically approved
at least annually by the vote of a majority of the Trustees of the Trust,
including a majority of the Trustees who are not parties to this Agreement or
interested persons of any such party (other than as Trustees of the Trust) cast
in person at a meeting called for that purpose; and (b) Adviser shall not have
notified the Trust in writing at least sixty (60) days prior to the anniversary
date of this Agreement in any year thereafter that it does not desire such
continuation with respect to the Fund.
11. TERMINATION. Notwithstanding any provision in this Agreement, it may be
terminated at any time without the payment of any penalty: (a) by the Trustees
of the Trust or by a vote of majority of the outstanding voting securities (as
defined in Section 2(a)(42) of the Investment Company Act of 1940 (the "Act"))
of the Fund on sixty (60) days written notice to Adviser; and (b) by Sub-Adviser
or Adviser upon sixty (60) days written notice to the other party to the
Agreement.
12. AUTOMATIC TERMINATION. This Agreement shall automatically terminate:
---------------------
(c) in the event of its assignment (as defined in the Act); or
(d) in the event of termination of the Investment Advisory Contract between the
Trust and Adviser ("Investment Advisory Contract") for any reason whatsoever.
13. LIMITATION OF AUTHORITY. Neither Adviser nor Sub-Adviser shall act as an
investment adviser (as such term is defined in the Act) to the Fund except as
provided herein and in the Investment Advisory contract between the Adviser and
the Fund or in such other manner as may be expressly agreed between Adviser and
Sub-Adviser.
Provided, however, that if the Adviser or Sub-Adviser shall resign prior
to the end of any term of this Agreement or for any reason be unable or
unwilling to serve for a successive term which has been approved by the Trustees
of the Trust pursuant to the provisions of Paragraph 10 of this Agreement or
Paragraph 6 of the Investment Advisory Contract, the remaining party,
Sub-Adviser of Adviser as the case may be, shall not be prohibited from serving
as an investment advisor to such Fund by reason of the provisions of this
Paragraph 13.
14. NOTICES. Notices regarding termination or other matters of this Agreement or
other matters shall be certified mail or overnight by a nationally recognized
courier and shall be deemed given when received at the addresses specified
below, or at such other address as a party to receive notice may specify in a
notice given in accordance with this provision. Sub-Adviser may rely on any
notice from any person reasonably believed to be genuine and authorized.
If to Sub-Adviser: If to Adviser:
Sosnoff Sheridan Corporation Independence One Capital
440 South LaSalle Street Management Corporation
Suite 2301 27777 Inkster Road
Chicago, Illinois 60605 Farmington Hills, Michigan 48334
Attention: Tom Sosnoff Attention: Robert J. Stapleton, Jr.
INDEMNIFICATION. (a) (i) In any threatened, pending or completed action, suit or
proceeding to which the Sub-Adviser, was, is or is threatened to be made a
party, in connection with or relating to the services performed by the
Sub-Adviser for the Adviser or the Fund as contemplated herein, including,
without limitation, any breach of any representations, warranties or convenants
made by the Adviser in this Agreement or any failure by the Adviser to comply
with the federal or any state securities laws or the rules and regulations
promulgated thereunder or any other federal or state law, or any rule or
regulation promulgated by a governmental agency or self-regulatory organization,
Adviser shall indemnify and hold harmless the Sub-Adviser, against any loss,
liability, damage, cost and expense (including reasonable attorneys' and
accountants' fees and disbursements) incurred or suffered by the Sub-Adviser in
connection with the investigation, defense or settlement of any such action,
suit or proceeding, only if the acts or omissions of the Sub-Adviser, did not
involve willful misfeasance, gross negligence, bad faith or reckless disregard
of its duties and obligations under this Agreement; and (ii) In the event that
the Sub-Adviser is made a party to any claim, dispute or litigation or otherwise
incurs any loss or expense as a result of or in connection with the activities
or claimed activities of Adviser or its partners, officers, directors,
employees, agents or affiliates unrelated to the Sub-Adviser or the
Sub-Adviser's business, Adviser shall indemnify, defend and hold harmless the
Sub-Adviser against any loss, liability, damage, cost and expense (including,
without limitation, reasonable attorneys' and accountants' fees and
disbursements to be paid as incurred) incurred in connection therewith. As used
is subparagraphs (i) through (ii) above, the term "Sub-Adviser" shall include
the Sub-Adviser's directors, officers, shareholders, employees, agents and
affiliates.
(b) (i) In any threatened, pending or contemplated action, suit or proceeding to
which the Adviser, was, is or is threatened to be made a party, in connection
with or relating to the services performed by the Sub-Adviser for the Adviser or
the Fund as contemplated herein, including, without limitation, any breach of
any representations, warranties or covenants made by Sub-Adviser in this
Agreement or any failure by Sub-Adviser to comply with the federal or any state
securities laws or the rules and regulations promulgated thereunder or any other
federal or state law, or any rule or regulation promulgated by any governmental
agency or self-regulatory organization, Sub-Adviser shall indemnify and hold
harmless the Adviser, against any loss, liability, damage, cost and expense
(including reasonable attorneys' and accountants' fees and disbursements)
incurred or suffered by the Adviser in connection with the investigation,
defense or settlement of any such action, suit or proceeding, only if the acts
or omissions of the Adviser did not involve willful misfeasance, gross
negligence, bad faith or reckless disregard of its duties and obligations under
this Agreement; and (ii) In the event that the Adviser is made a party to any
claim, dispute or litigation or otherwise incurs any loss or expense as a result
of or in connection with the activities or claimed activities of Sub-Adviser or
its officers, directors, employees, agents or affiliates unrelated to the
Adviser or the Adviser's business, Sub-Adviser shall indemnify, defend and hold
harmless the Adviser against any loss, liability, damage, cost and expense
(including, without limitation, reasonable attorneys' and accountants' fees and
disbursements to be paid as incurred) incurred in connection therewith. As used
in subparagraphs (i) through (ii) above, the term "Adviser" shall include the
Adviser and the Adviser's directors, officers, shareholders, employees, agents,
and affiliates.
(c) In the event that a person entitled to indemnification under Sections 15 (a)
and (b) is made a party to an action, suit or proceeding alleging both matters
for which indemnification can be made hereunder and matters for which
indemnification may not be made hereunder, such person shall be indemnified only
for that portion of the loss, liability, damage, cost or expense incurred in
such action, suit or proceeding which relates to the matters for which
indemnification can be made.
(d) None of the indemnifications contained in this Section 15 shall be
applicable with respect to default judgments, confessions of judgment or
settlements entered into by the part(ies) claiming indemnification without the
prior written consent of the party obligated to indemnify such party.
(e) The provisions of this Section 15 shall survive the termination or other
expiration of this Agreement.
16. INDEPENDENT CONTRACTORS. The Sub-Adviser shall for all purposes herein be
deemed to be an independent contractor of Adviser. It is expressly agreed to by
the parties hereto that the relationship created by this Agreement does not
create a partnership or joint venture between the Sub-Adviser and the Adviser.
Except as specifically set forth herein with respect to the Sub-Adviser's
authority to place orders approved by the Adviser to broker-dealers or banks for
trading the accounts of the Fund, neither party shall have any authority to bind
the other nor shall either party represent to third parties that it has such
authority.
17. LIABILITY. Neither the Sub-Adviser nor any of its agents, employees,
principals, directors, or officers or any person who controls the Sub-Adviser
shall be liable to Adviser or its officers, directors, partners, employees,
agents or any person who controls Adviser or any of its successors, or assigns
under this Agreement, except by reason of acts or omissions in contravention of
this Agreement due to willful misfeasance, gross negligence, bad faith, reckless
disregard of its duties and obligations under this Agreement, or violation of
applicable law. Adviser acknowledges that all transactions made by the
Sub-Adviser on behalf of the Fund, shall be for the account and risk of the
Fund. The Sub-Adviser shall have no responsibility for the execution or
clearance of the Fund's trades once orders have been transmitted to the
executing broker-dealer or bank for those trades. Notwithstanding the foregoing
sentences, the federal securities laws impose liabilities under certain
circumstances on persons who act in good faith and therefore, nothing herein
shall in any way constitute a waiver or limitation of any rights which Adviser
may have under the federal securities laws or state securities laws.
18. DISCLOSURE.
----------
Adviser acknowledges receipt of Sub-Adviser's Disclosure Statement (Part
II of Adviser's Form ADV), as required by Rule 204-3 under the Investment
Advisers Act of 1940, not less than 48 hours prior to the date of execution of
this agreement shown below.
Adviser acknowledges receipt of Sub-Adviser's Disclosure Statement (Part
II of Adviser's Form ADV) less than 48 hours prior to, but not later than, the
date of execution of this agreement. Accordingly, Adviser shall have the option
to terminate this agreement without penalty within five business days after that
date of execution; provided, however, that any investment action taken by
Adviser with respect to the Fund prior to the effective date of such termination
shall be at Fund's risk.
19. ENTIRE AGREEMENT: GOVERNING LAW. This agreement constitutes the entire
agreement of the parties with respect to the rendering of advice by Sub-Adviser
for the benefit of Adviser and the Fund and can be amended only by written
document signed by the parties. This agreement shall be governed by the internal
laws of the State of Illinois.
20. AMENDMENT. This Agreement may be amended from time to time by agreement of
the parties hereto provided that such amendment shall be approved both by the
vote of a majority of Trustees of the Trust, including a majority of Trustees
who are not parties to this Agreement or interested person, as defined in
Section 2(a)(19) of the Act, of any such party at a meeting called for that
purpose, and, where required by Section 15(a)(2) of the Act, by the holders of a
majority of the outstanding voting securities (as defined in Section 2(a)(42) of
the Act) of the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
on their behalf by their duty authorized officers, and their corporate seals
affixed hereto this _____day of ___________, 2000.
ATTEST: INDEPENDENCE ONE CAPITAL
MANAGEMENT CORPORATION
------------------------ -------------------------------
Secretary Director, Investment Services
James Rose Robert J. Stapleton, Jr.
SOSNOFF SHERIDAN CORPORATION
----------------------- ---------------------------------
Secretary Vice President
Scott D. Sheridan Scott D. Sheridan
EXHIBIT A
Independence One Mutual Funds
Independence One Small Cap Fund
Sub-Advisory Agreement
Advisor will pay Sub-Adviser as full compensation for services rendered
hereunder, an annual fee at the rate of 0.05% based on the average daily value
of the equity securities in the Fund. The fee shall be calculated as determined
by the Fund on the last day of each month on which the New York Stock Exchange
is open and shall be payable on a monthly basis, in arrears.
This Exhibit duly incorporates by reference the Sub-Advisory Agreement.
Adviser:
---------
(initials)
Sub-adviser:
---------
(initials)
EXHIBIT I
EQUITY PLUS FUND'S SUBADVISORY FEE RATE AND AGGREGATE SUBADVISORY FEES
Paid From the Fund as of 4/30/00
FUND ANNUAL RATE FULL FEE NET OF WAIVER
Equity Plus Fund 0. 035% applied to $107,603 $107,603
the daily net
assets of the Fund
EXHIBIT J
SMALL CAP FUND'S SUBADVISORY FEE RATE AND AGGREGATE SUBADVISORY FEES
Paid From the Fund as of 4/30/00
FUND ANNUAL RATE FULL FEE NET OF WAIVER
Small Cap Fund 0. 05% applied to $16,506 $16,506
the daily net
assets of the Fund
EXHIBIT K
DIRECTORS AND OFFICERS ASSOCIATED WITH SOSNOFF SHERIDAN CORPORATION
NAME POSITION WITH INVESTMENT ADVISER
Tom Sosnoff Director and President
Scott Sheridan Director and Executive Vice President
INDEPENDENCE ONE MUTUAL FUNDS
INDEPENDENCE ONE PRIME MONEY MARKET FUND
INDEPENDENCE ONE U.S. TREASURY MONEY MARKET FUND
INDEPENDENCE ONE MICHIGAN MUNICIPAL CASH FUND
INDEPENDENCE ONE U.S. GOVERNMENT SECURITIES FUND
INDEPENDENCE ONE FIXED INCOME FUND
INDEPENDENCE ONE EQUITY PLUS FUND
INDEPENDENCE ONE SMALL CAP FUND
INDEPENDENCE ONE INTERNATIONAL EQUITY FUND
INVESTMENT ADVISER
MICHIGAN NATIONAL BANK
27777 Inkster Road
Mail Code 10-65
Farmington Hills, Michigan 48333-9065
DISTRIBUTOR
FEDERATED SECURITIES CORP.
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3779
ADMINISTRATOR
FEDERATED SERVICES COMPANY
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3779
CUSIP 453777799 CUSIP 453777823 CUSIP 453777872 CUSIP 453777781 CUSIP 453777773
CUSIP 453777864 CUSIP 453777807 CUSIP 453777815 CUSIP 453777849 CUSIP 453777401
CUSIP 453777203 CUSIP 453777302 CUSIP 453777831 CUSIP 453777708 25980 (1/01)
15
37
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of
Independence One International Equity Fund (the "Fund"), a portfolio of
Independence One Mutual Funds (the "Trust"), hereby appoint Heather Aland, C.
Grant Anderson, Erin J. Dugan, Maureen Ferguson and Susan K. Maroni, or any one
of them, true and lawful attorneys, with the power of substitution of each, to
vote all shares of the Fund which the undersigned is entitled to vote at the
Special Meeting of Shareholders to be held on March 15, 2001, at 5800 Corporate
Drive, Pittsburgh, Pennsylvania, at 2:00 p.m. and at any adjournment thereof.
The attorneys named will vote the shares represented by this proxy in accordance
with the choices made on this ballot. If no choice is indicated as to the item,
this proxy will be voted affirmatively on the matters. Discretionary authority
is hereby conferred as to all other matters as may properly come before the
Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF INDEPENDENCE ONE
MUTUAL FUNDS. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" THE PROPOSALS.
PROPOSAL #1 TO ELECT NATHAN FORBES AS A TRUSTEE OF THE TRUST
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
PROPOSAL #2 TO APPROVE A NEW ADVISORY AGREEMENT WITH INDEPENDENCE ONE CAPITAL
MANAGEMENT CORPORATION FOR THE FUND
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
PROPOSAL #3(A) TO APPROVE A NEW SUBADVISORY CONTRACT WITH ABN AMRO ASSET
MANAGEMENT (USA) LLC FOR THE FUND
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
YOUR VOTE IS IMPORTANT Please
complete, sign and return this card as
soon as possible.
Dated
Signature
Signature (Joint Owners)
Please sign this proxy exactly as your name appears on the books of the Fund.
Joint owners should each sign personally. Directors and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
YOU MAY ALSO VOTE YOUR SHARES BY TOUCHTONE PHONE BY CALLING
1-800-690-6903 OR THROUGH THE INTERNET AT WWW.PROXYVOTE.COM
9
38
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of
Independence One Prime Money Market Fund (the "Fund"), a portfolio of
Independence One Mutual Funds (the "Trust"), hereby appoint Heather Aland, C.
Grant Anderson, Erin J. Dugan, Maureen Ferguson and Susan K. Maroni, or any one
of them, true and lawful attorneys, with the power of substitution of each, to
vote all shares of the Fund which the undersigned is entitled to vote at the
Special Meeting of Shareholders to be held on March 15, 2001, at 5800 Corporate
Drive, Pittsburgh, Pennsylvania, at 2:00 p.m. and at any adjournment thereof.
The attorneys named will vote the shares represented by this proxy in accordance
with the choices made on this ballot. If no choice is indicated as to the item,
this proxy will be voted affirmatively on the matter. Discretionary authority is
hereby conferred as to all other matters as may properly come before the Meeting
or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF INDEPENDENCE ONE
MUTUAL FUNDS. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" THE PROPOSAL.
PROPOSAL #1 TO ELECT NATHAN FORBES AS A TRUSTEE OF THE TRUST
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
PROPOSAL #2 TO APPROVE A NEW ADVISORY AGREEMENT WITH INDEPENDENCE ONE CAPITAL
MANAGEMENT CORPORATION FOR THE FUND
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
YOUR VOTE IS IMPORTANT Please
complete, sign and return this card as
soon as possible.
Dated
Signature
Signature (Joint Owners)
Please sign this proxy exactly as your name appears on the books of the Fund.
Joint owners should each sign personally. Directors and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
YOU MAY ALSO VOTE YOUR SHARES BY TOUCHTONE PHONE BY CALLING
1-800-690-6903 OR THROUGH THE INTERNET AT WWW.PROXYVOTE.COM
13
39
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of
Independence One U.S. Treasury Money Market Fund (the "Fund"), a portfolio of
Independence One Mutual Funds (the "Trust"), hereby appoint Heather Aland, C.
Grant Anderson, Erin J. Dugan, Maureen Ferguson and Susan K. Maroni, or any one
of them, true and lawful attorneys, with the power of substitution of each, to
vote all shares of the Fund which the undersigned is entitled to vote at the
Special Meeting of Shareholders to be held on March 15, 2001, at 5800 Corporate
Drive, Pittsburgh, Pennsylvania, at 2:00 p.m. and at any adjournment thereof.
The attorneys named will vote the shares represented by this proxy in accordance
with the choices made on this ballot. If no choice is indicated as to the item,
this proxy will be voted affirmatively on the matter. Discretionary authority is
hereby conferred as to all other matters as may properly come before the Meeting
or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF INDEPENDENCE ONE
MUTUAL FUNDS. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" THE PROPOSAL.
PROPOSAL #1 TO ELECT NATHAN FORBES AS A TRUSTEE OF THE TRUST
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
PROPOSAL #2 TO APPROVE A NEW ADVISORY AGREEMENT WITH INDEPENDENCE ONE CAPITAL
MANAGEMENT CORPORATION FOR THE FUND
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
YOUR VOTE IS IMPORTANT Please
complete, sign and return this card as
soon as possible.
Dated
Signature
Signature (Joint Owners)
Please sign this proxy exactly as your name appears on the books of the Fund.
Joint owners should each sign personally. Directors and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
YOU MAY ALSO VOTE YOUR SHARES BY TOUCHTONE PHONE BY CALLING
1-800-690-6903 OR THROUGH THE INTERNET AT WWW.PROXYVOTE.COM
13
40
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of
Independence One Michigan Municipal Cash Fund (the "Fund"), a portfolio of
Independence One Mutual Funds (the "Trust"), hereby appoint Heather Aland, C.
Grant Anderson, Erin J. Dugan, Maureen Ferguson and Susan K. Maroni, or any one
of them, true and lawful attorneys, with the power of substitution of each, to
vote all shares of the Fund which the undersigned is entitled to vote at the
Special Meeting of Shareholders to be held on March 15, 2001, at 5800 Corporate
Drive, Pittsburgh, Pennsylvania, at 2:00 p.m. and at any adjournment thereof.
The attorneys named will vote the shares represented by this proxy in accordance
with the choices made on this ballot. If no choice is indicated as to the item,
this proxy will be voted affirmatively on the matter. Discretionary authority is
hereby conferred as to all other matters as may properly come before the Meeting
or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF INDEPENDENCE ONE
MUTUAL FUNDS. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" THE PROPOSAL.
PROPOSAL #1 TO ELECT NATHAN FORBES AS A TRUSTEE OF THE TRUST
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
PROPOSAL #2 TO APPROVE A NEW ADVISORY AGREEMENT WITH INDEPENDENCE ONE CAPITAL
MANAGEMENT CORPORATION FOR THE FUND
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
YOUR VOTE IS IMPORTANT Please
complete, sign and return this card as
soon as possible.
Dated
Signature
Signature (Joint Owners)
Please sign this proxy exactly as your name appears on the books of the Fund.
Joint owners should each sign personally. Directors and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
YOU MAY ALSO VOTE YOUR SHARES BY TOUCHTONE PHONE BY CALLING
1-800-690-6903 OR THROUGH THE INTERNET AT WWW.PROXYVOTE.COM
13
41
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of
Independence One U.S. Government Securities Fund (the "Fund"), a portfolio of
Independence One Mutual Funds (the "Trust"), hereby appoint Heather Aland, C.
Grant Anderson, Erin J. Dugan, Maureen Ferguson and Susan K. Maroni, or any one
of them, true and lawful attorneys, with the power of substitution of each, to
vote all shares of the Fund which the undersigned is entitled to vote at the
Special Meeting of Shareholders to be held on March 15, 2001, at 5800 Corporate
Drive, Pittsburgh, Pennsylvania, at 2:00 p.m. and at any adjournment thereof.
The attorneys named will vote the shares represented by this proxy in accordance
with the choices made on this ballot. If no choice is indicated as to the item,
this proxy will be voted affirmatively on the matter. Discretionary authority is
hereby conferred as to all other matters as may properly come before the Meeting
or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF INDEPENDENCE ONE
MUTUAL FUNDS. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" THE PROPOSAL.
PROPOSAL #1 TO ELECT NATHAN FORBES AS A TRUSTEE OF THE TRUST
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
PROPOSAL #2 TO APPROVE A NEW ADVISORY AGREEMENT WITH INDEPENDENCE ONE CAPITAL
MANAGEMENT CORPORATION FOR THE FUND
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
YOUR VOTE IS IMPORTANT Please
complete, sign and return this card as
soon as possible.
Dated
Signature
Signature (Joint Owners)
Please sign this proxy exactly as your name appears on the books of the Fund.
Joint owners should each sign personally. Directors and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
YOU MAY ALSO VOTE YOUR SHARES BY TOUCHTONE PHONE BY CALLING
1-800-690-6903 OR THROUGH THE INTERNET AT WWW.PROXYVOTE.COM
13
42
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of
Independence One Fixed Income Fund (the "Fund"), a portfolio of Independence One
Mutual Funds (the "Trust"), hereby appoint Heather Aland, C. Grant Anderson,
Erin J. Dugan, Maureen Ferguson and Susan K. Maroni, or any one of them, true
and lawful attorneys, with the power of substitution of each, to vote all shares
of the Fund which the undersigned is entitled to vote at the Special Meeting of
Shareholders to be held on March 15, 2001, at 5800 Corporate Drive, Pittsburgh,
Pennsylvania, at 2:00 p.m. and at any adjournment thereof.
The attorneys named will vote the shares represented by this proxy in accordance
with the choices made on this ballot. If no choice is indicated as to the item,
this proxy will be voted affirmatively on the matter. Discretionary authority is
hereby conferred as to all other matters as may properly come before the Meeting
or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF INDEPENDENCE ONE
MUTUAL FUNDS. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" THE PROPOSAL.
PROPOSAL #1 TO ELECT NATHAN FORBES AS A TRUSTEE OF THE TRUST
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
PROPOSAL #2 TO APPROVE A NEW ADVISORY AGREEMENT WITH INDEPENDENCE ONE CAPITAL
MANAGEMENT CORPORATION FOR THE FUND
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
YOUR VOTE IS IMPORTANT Please
complete, sign and return this card as
soon as possible.
Dated
Signature
Signature (Joint Owners)
Please sign this proxy exactly as your name appears on the books of the Fund.
Joint owners should each sign personally. Directors and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
YOU MAY ALSO VOTE YOUR SHARES BY TOUCHTONE PHONE BY CALLING
1-800-690-6903 OR THROUGH THE INTERNET AT WWW.PROXYVOTE.COM
47
43
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of
Independence One Equity Plus Fund (the "Fund"), a portfolio of Independence One
Mutual Funds (the "Trust"), hereby appoint Heather Aland, C. Grant Anderson,
Erin J. Dugan, Maureen Ferguson and Susan K. Maroni, or any one of them, true
and lawful attorneys, with the power of substitution of each, to vote all shares
of the Fund which the undersigned is entitled to vote at the Special Meeting of
Shareholders to be held on March 15, 2001, at 5800 Corporate Drive, Pittsburgh,
Pennsylvania, at 2:00 p.m. and at any adjournment thereof.
The attorneys named will vote the shares represented by this proxy in accordance
with the choices made on this ballot. If no choice is indicated as to the item,
this proxy will be voted affirmatively on the matter. Discretionary authority is
hereby conferred as to all other matters as may properly come before the Meeting
or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF INDEPENDENCE ONE
MUTUAL FUNDS. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" THE PROPOSAL.
PROPOSAL #1 TO ELECT NATHAN FORBES AS A TRUSTEE OF THE TRUST
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
PROPOSAL #2 TO APPROVE A NEW ADVISORY AGREEMENT WITH INDEPENDENCE ONE CAPITAL
MANAGEMENT CORPORATION FOR THE FUND
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
PROPOSAL #3(B) TO APPROVE A NEW SUBADVISORY CONTRACT WITH SOSNOFF
SHERIDAN CORPORATION FOR THE FUND
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
YOUR VOTE IS IMPORTANT Please
complete, sign and return this card as
soon as possible.
Dated
Signature
Signature (Joint Owners)
Please sign this proxy exactly as your name appears on the books of the Fund.
Joint owners should each sign personally. Directors and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
YOU MAY ALSO VOTE YOUR SHARES BY TOUCHTONE PHONE BY CALLING
1-800-690-6903 OR THROUGH THE INTERNET AT WWW.PROXYVOTE.COM
44
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of
Independence One Small Cap Fund (the "Fund"), a portfolio of Independence One
Mutual Funds (the "Trust"), hereby appoint Heather Aland, C. Grant Anderson,
Erin J. Dugan, Maureen Ferguson and Susan K. Maroni, or any one of them, true
and lawful attorneys, with the power of substitution of each, to vote all shares
of the Fund which the undersigned is entitled to vote at the Special Meeting of
Shareholders to be held on March 15, 2001, at 5800 Corporate Drive, Pittsburgh,
Pennsylvania, at 2:00 p.m. and at any adjournment thereof.
The attorneys named will vote the shares represented by this proxy in accordance
with the choices made on this ballot. If no choice is indicated as to the item,
this proxy will be voted affirmatively on the matter. Discretionary authority is
hereby conferred as to all other matters as may properly come before the Meeting
or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF INDEPENDENCE ONE
MUTUAL FUNDS. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" THE PROPOSAL.
PROPOSAL #1 TO ELECT NATHAN FORBES AS A TRUSTEE OF THE TRUST
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
PROPOSAL #2 TO APPROVE A NEW ADVISORY AGREEMENT WITH INDEPENDENCE ONE CAPITAL
MANAGEMENT CORPORATION FOR THE FUND
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
PROPOSAL #3(C) TO APPROVE A NEW SUBADVISORY CONTRACT WITH SOSNOFF SHERIDAN
CORPORATION FOR THE FUND
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
YOUR VOTE IS IMPORTANT Please
complete, sign and return this card as
soon as possible.
Dated
Signature
Signature (Joint Owners)
Please sign this proxy exactly as your name appears on the books of the Fund.
Joint owners should each sign personally. Directors and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
YOU MAY ALSO VOTE YOUR SHARES BY TOUCHTONE PHONE BY CALLING
1-800-690-6903 OR THROUGH THE INTERNET AT WWW.PROXYVOTE.COM
