Exhibit h(v) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
INDEPENDENCE ONE MUTUAL FUNDS
SHAREHOLDER SERVICES AGREEMENT
Amended and Restated as of March 9, 2001
AGREEMENT made as of the 9th day of March, 2001, by and between
Independence One Mutual Funds ("Trust"), on behalf of its portfolios ("Funds")
and/or classes of shares of the Funds ("Classes") set forth on the Exhibits
hereto, and who have adopted a Multiple Class Plan (the "Plan") and this form of
Agreement and Independence One Capital Management Corporation ("IOCMC").
1. The Trust hereby appoints IOCMC to render or cause to be rendered
personal services to shareholders of the Funds/Classes and/or the maintenance of
accounts of shareholders of the Funds/Classes ("Services"). In addition to
providing Services directly to shareholders of the Funds/Classes, IOCMC is
hereby appointed the Funds'/Classes' agent to select, negotiate and subcontract
for the performance of Services. IOCMC hereby accepts such appointments. IOCMC
agrees to provide or cause to be provided Services which, in its best judgment
(subject to supervision and control of the Trust's Board of Trustees), are
necessary or desirable for shareholders of the Funds/Classes. IOCMC further
agrees to provide the Trust, upon request, a written description of the Services
which IOCMC is providing hereunder.
2. During the term of this Agreement, each Fund/Class will pay IOCMC and
IOCMC agrees to accept as full compensation for its services rendered hereunder
a fee at an annual rate, calculated daily and payable monthly, up to 0.25 of 1%
of average net assets of each Fund/Class.
For the payment period in which this Agreement becomes effective or
terminates with respect to any Fund/Class, there shall be an appropriate
proration of the monthly fee on the basis of the number of days that this
Agreement is in effect with respect to such Fund/Class during the month.
3. This Agreement shall become effective with respect to each Fund/Class
(i) after approval by a majority vote of: (a) the Trust's Board of Trustees; (b)
the members of the Board of Trustees who are not interested persons of the Trust
and have no direct or indirect financial interest in the operation of the
Trust's Plan (the "Independent Trustees"); and (ii) upon execution of an exhibit
adopting this Agreement with respect to such Fund/Class.
4. Notwithstanding paragraph 3, this Agreement may be terminated as
follows:
(a) at any time, without the payment of any penalty, by the vote of a
majority of the Independent Trustees or by a vote of a majority
of the outstanding voting securities of any Fund/Class as defined
in the Investment Company Act of 1940 on sixty (60) days' written
notice to the parties to this Agreement; or
(b) by any party to this Agreement without cause by giving the other
party at least sixty (60) days' written notice of its intention
to terminate.
5. IOCMC agrees to obtain any taxpayer identification number certification
from each shareholder of the Funds/Classes to which it provides Services that is
required under Section 3406 of the Internal Revenue Code, and any applicable
Treasury regulations, and to provide each Fund/Class or its designee with timely
written notice of any failure to obtain such taxpayer identification number
certification in order to enable the implementation of any required backup
withholding.
6. IOCMC shall not be liable for any error of judgment or mistake of law or
for any loss suffered by any Fund/Class in connection with the matters to which
this Agreement relates, except a loss resulting from willful misfeasance, bad
faith or gross negligence on its part in the performance of its duties or from
reckless disregard by it of its obligations and duties under this Agreement.
IOCMC shall be entitled to rely on and may act upon advice of counsel (who may
be counsel for such Fund/Class) on all matters, and shall be without liability
for any action reasonably taken or omitted pursuant to such advice. Any person,
even though also an officer, director, partner, employee or agent of IOCMC, who
may be or become a member of the Trust's Board, officer, employee or agent of
any Fund/Class, shall be deemed, when rendering services to such Fund/Class or
acting on any business of such Fund/Class (other than services or business in
connection with the duties of IOCMC hereunder) to be rendering such services to
or acting solely for such Fund/Class and not as an officer, director, partner,
employee or agent or one under the control or direction of IOCMC even though
paid by IOCMC.
This Section 6 shall survive termination of this Agreement.
7. No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which an enforcement of the change, waiver, discharge or termination is
sought.
8. IOCMC is expressly put on notice of the limitation of liability as set
forth in the Trust's Declaration of Trust and agrees that the obligations
assumed by each Fund/Class pursuant to this Agreement shall be limited in any
case to such Fund/Class and its assets and that IOCMC shall not seek
satisfaction of any such obligations from the shareholders of such Fund, Class,
the Trustees, Officers, Employees or Agents of such Fund or Class, or any of
them.
9. The execution and delivery of this Agreement have been authorized by the
IOCMC and signed by an authorized officer of IOCMC, acting as such.
10. Notices of any kind to be given hereunder shall be in writing
(including facsimile communication) and shall be duly given if delivered to the
Trust at the following address: Federated Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX
00000-0000, Attention: President; and if delivered to IOCMC at 00000 Xxxxxxx
Xxxx, Xxxxxxxxxx Xxxxx, XX 00000, Attention: Xxxxxx X. Xxxx.
11. This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject hereof
whether oral or written. If any provision of this Agreement shall be held or
made invalid by a court or regulatory agency decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected thereby.
Subject to the provisions of Sections 3 and 4 hereof, this Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and shall be governed by Pennsylvania law; provided,
however, that nothing herein shall be construed in a manner inconsistent with
the Investment Company Act of 1940 or any rule or regulation promulgated by the
Securities and Exchange Commission thereunder.
12. This Agreement may be executed by different parties on separate
counterparts, each of which, when so executed and delivered, shall be an
original, and all such counterparts shall together constitute one and the same
instrument.
13. This Agreement shall not be assigned by any party without the prior
written consent of IOCMC in the case of assignment by any Fund/Class, or of the
Trust in the case of assignment by IOCMC, except that any party may assign to a
successor all of or a substantial portion of its business to a party
controlling, controlled by, or under common control with such party. Nothing in
this Section 13 shall prevent IOCMC from delegating its responsibilities to
another entity to the extent provided herein.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
Independence One Mutual Funds
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
Independence One Capital Management Corporation
By: /s/ Xxxxxx X. Xxxxxxxxx, Xx.
--------------------------------
Name: Xxxxxx X. Xxxxxxxxx, Xx.
Title: Head of Investment Services
INDEPENDENCE ONE MUTUAL FUNDS
Exhibit 1
to the
SHAREHOLDER SERVICES AGREEMENT
Independence One Prime Money Market Fund
Class K Shares March 9, 2001
Independence One Equity Plus Fund
Class B Shares March 9, 2001
Independence One U.S. Government Securities Fund
Class B Shares March 9, 2001
Independence One Fixed Income Fund
Class B Shares March 9, 2001
