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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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 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 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 the Fund (or relevant Classes 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, 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 a 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 Contract
between
the Trust and Adviser ("Investment Advisory Contract") for
any reason whatsoever.
13. Limitation 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.
14. 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 and Adviser may rely on any notice from any person reasonably
believed to be genuine and authorized.
If to Sub-Adviser: If to Adviser:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Corporation Independence One Capital
3304 North Lincoln Management Corporation
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
15. 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 and 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 and
the Sub-Adviser's directors, officers, shareholders, employees, agents and
affiliates.
(b) (i) In any threatened, pending or completed 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 contemplate 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 of 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.
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
persons, 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 duly authorized officers, and their
corporate seals affixed hereto this 2nd day of April, 2001.
ATTEST: INDEPENDENCE ONE CAPITAL
MANAGEMENT CORPORATION
/s/ ▇▇▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ __
Secretary Director, Investment Services
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CORPORATION
/s/ ▇▇▇▇▇ ▇. Sheridan__________ By:
/s/ ▇▇▇▇▇ ▇. Sheridan___________
Secretary Vice President
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Exhibit A
Independence One Mutual Funds
Independence One Equity Plus Fund
Sub-Advisory Agreement
Adviser 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:
/s/ RJS____
(initials)
Sub-Adviser:
/s/ SDS
(initials)
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 Advisor in its discretion. 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 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. 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 is 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 (the "Act")) of the Fund on sixy (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
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Management Corporation
4th Floor ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn.: Seven ▇. ▇▇▇▇▇ Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
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 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 internal 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, and their
corporate seals affixed hereto this 2nd day of April, 2001.
ATTEST: Independence One Capital
Management Corporation
/s/ ▇▇▇▇▇ ▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Secretary Director, Investment Services
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
ABN AMRO Asset Management
(USA), LLC
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Secretary Director of Mutual Funds
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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.
Advisor:
/s/ RJS
(initials)
Sub-Advisor:
/s/ SAS
(initials)
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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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:
(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:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Corporation Independence One Capital
3304 North Lincoln Management Corporation
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
15. 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'
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 wit 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 2nd day of April, 2001.
ATTEST: INDEPENDENCE ONE CAPITAL
MANAGEMENT CORPORATION
/s/ ▇▇▇▇▇ ▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Secretary Director, Investment Services
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CORPORATION
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Secretary Vice President
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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:
/s/ RJS
(initials)
Sub-adviser:
/s/ SDS
(initials)