EXHIBIT 23H7
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LICENSING AGREEMENT
Between
CADRE INSTITUTIONAL INVESTORS TRUST
and
CAPITAL MANAGEMENT GROUP ADVISORS, LLC
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LICENSING AGREEMENT
This Licensing Agreement (the "Agreement"), made as of
[_______________, 2001], by and between Capital Management Group Advisors, LLC
("CMG") and Cadre Institutional Investors Trust (the "Trust") on behalf of its
series, CMG Advisors Series and CMG Institutional Series (the "Funds"):
RECITALS
WHEREAS, CMG acknowledges that this Agreement is entered into
in connection with the Trust's agreements with other CMG related entities;
WHEREAS, the Trust desires to be able to use the name and logo
of CMG in connection with the Funds and services relating to the Funds, which
the Trust believes will be of assistance to the Trust in promoting the sale of
shares of the Funds to investors; and
WHEREAS, CMG is willing to permit the use of its name and logo
by the Funds for these limited purposes;
NOW, THEREFORE, for good and valuable consideration the
parties hereto agree as follows:
ARTICLE 1
LICENSE; LIMITATIONS
1.1 LICENSE. CMG hereby licenses its name and logos to the
Trust for use by the Trust in connection with the offering for sale of shares of
the Funds ("Shares") and services relating to the Funds, including, but not
limited to, the use of such name and logos in prospectuses and sales materials.
CMG's activities under this Agreement shall be limited to licensing its name and
logos and to approving the quality and style of materials on which its name and
logos appear. CMG shall not provide any services to the Trust or the Funds
pursuant to this Agreement.
1.2 LIMITATIONS ON ACTIONS OF CMG. CMG understands that it
shall not have any discretion to accept or reject the application of any person
to become a shareholder of a Fund. It will forward all requests for information
regarding the Funds received by it directly to the Funds' distributors for
appropriate action. CMG further understands and agrees that it shall not:
(a) Accept application or registration forms from persons
seeking to purchase Shares;
(b) Accept any cash, checks, wire transfers, or other forms of
payment from any person that may be remitted for the purchase of Shares;
(c) Deliver any prospectus, statement of additional
information, account statements or other informational or advertising materials
relating to the offering of Shares to any person;
(d) Engage in the offer or sale of Shares or solicit orders to
purchase Shares;
(e) Discuss the Funds or their activities, other than to refer
parties making unsolicited inquiries to representatives of the Funds'
distributors; or
(f) Permit employees and agents of CMG to engage in, and shall
take reasonable action to prevent such employees and agents from engaging in,
the activities described in this Section 1.2.
ARTICLE 2
LIMITATION OF LIABILITY
CMG shall not be liable for any error in judgment or mistake
of law or for any loss suffered by the Funds' distributors in connection with
the matters to which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith or negligence, on its part in the performance of
its duties under this Agreement; PROVIDED, the foregoing shall not limit CMG's
liability with respect to any breaches by it of this Agreement. The Organization
shall not be liable for the payment of any of the administrative or other costs
of the Trust or the Fund's Distributors.
ARTICLE 3
DURATION AND TERMINATION
3.1 DURATION OF AGREEMENT. This Agreement shall become
effective as of the date set forth above and shall continue in effect until
terminated in accordance with the terms hereof. It is terminable, without
penalty, at any time by the Trust or CMG upon the giving of written notice to
the other party. This Agreement shall not be assigned by either party hereto,
except to a successor of such party, without the written consent of the Trust.
If CMG ceases to act under this Agreement, the Trust agrees
that, at CMG's request, it will take all necessary steps to discontinue use of
any logo of CMG or other indication of CMG's association with the Trust or the
Funds.
ARTICLE 4
MISCELLANEOUS
4.1 REPRESENTATIONS. Neither CMG nor any of CMG's officers,
employees or agents are authorized to make any representations concerning the
Trust, the Funds or the Shares, other than to refer parties making unsolicited
inquiries to the Funds' Distributors.
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4.2 AUTHORITY. For all purposes under this Agreement CMG will
have no authority to act as agent for either of the Funds' Distributors in any
matter or in any respect.
4.3 REPORTS. CMG shall furnish the Trust or its designees with
such information as it or they may reasonably request.
4.4 CAPTIONS. The captions in this Agreement are included for
convenience of reference only and shall in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect.
4.5 SEVERABILITY. If any provision of this Agreement shall be
held invalid under any applicable statute or regulation or by a decision of a
court of competent jurisdiction, such invalidity shall not affect any provision
of this Agreement that can be given effect without the invalid provision, and,
to this end, the provisions hereof are severable.
4.6 NOTICES. Notices or consent of any kind required or
permitted under this Agreement shall be in writing and shall be deemed duly
delivered if delivered in person or if mailed by certified mail, return receipt
requested, postage paid, to the appropriate party as follows:
a. If to the Trust:
Cadre Institutional Investors Trust
c/o Cadre Securities, Inc.
000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
Attn: Compliance Department
with a copy to;
Xxxxxxx X. Xxxxxxxx, Esq.
Xxxxxxx Xxxx & Xxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
b. If to CMG:
[Name]
[Address]
or at such other address as shall be specified by either party by notice given
in the manner required by this Section 4.6.
4.7 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof
and supersedes any prior dated agreements.
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4.8 APPLICABLE LAW. This Agreement shall be deemed to have
been executed in the State of Delaware and the substantive laws of the State of
Delaware shall govern the construction of this Agreement and the rights and
remedies of the respective parties hereto.
4.9 COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute but one and the same instrument.
CADRE INSTITUTIONAL INVESTORS TRUST
By
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Its
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CAPITAL MANAGEMENT GROUP ADVISORS, LLC
By
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Its
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