EXHIBIT 23(d)
CMG MONEY MARKET FUND
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made the ___ day of March, 2002 by and between CMG
Investors Trust, a Delaware business trust (the "Trust"), on behalf of its
initial series known as CMG Money Market Fund (the "Fund") and Capital
Management Group Advisors, LLC, a Delaware limited liability company (the
"Manager"):
W I T N E S S E T H:
WHEREAS, the Trust is an open-end, management investment
company and is registered as such under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, the Manager is registered as an investment adviser
under the Investment Advisers Act of 1940 (the "Advisers Act"), and engages in
the business of acting as an investment adviser; and
WHEREAS, the Trust desires to retain the Manager to render
investment advisory services for the Fund, and to provide certain other services
relating to the Fund in the manner and on the terms and conditions hereinafter
set forth; and
WHEREAS, the Manager desires to be retained to perform such
services on said terms and conditions:
NOW, THEREFORE, the parties hereto agree as follows:
1. The Trust hereby retains the Manager to act as investment adviser to
the Fund and, subject to the supervision of the Board of Trustees of the Trust,
to manage the investment activities of the Fund and to provide certain other
services to the Trust as hereinafter set forth. Without limiting the generality
of the foregoing, the Manager shall: obtain and evaluate such information and
advice relating to the economy, securities markets, and securities as it deems
necessary or useful to discharge its duties hereunder; continuously manage the
assets of the Fund in a manner consistent with the investment objectives,
policies and restrictions of the Fund and applicable laws and regulations;
determine the securities to be purchased, sold or otherwise disposed of by the
Fund and the timing of such purchases, sales and dispositions; and take such
further action, including the placing of purchase and sale orders and the voting
of securities on behalf of the Fund, as the Manager shall deem necessary or
appropriate. The Manager shall furnish to or place at the disposal of the Trust
such of the information, evaluations, analyses and opinions formulated or
obtained by the Manager in the discharge of its duties as the Trust may, from
time to time, reasonably request.
2. Subject to the approval of the Board of Trustees of the Trust, the
Manager, if it deems appropriate, is authorized to pursue the investment
objective of the Fund by investing all of the Fund's investable assets in
another pooled investment fund. When the Fund pursues its investment objective
in this manner, the fee payable to the Manager pursuant to this Agreement, shall
be reduced by the full amount of the advisory fee and other ordinary operating
expenses borne by the Fund as an investor in another pooled investment fund.
3. The Manager shall, at its own expense, maintain such staff and
employ or retain such personnel and consult with such other persons as may be
necessary to render the services required to be provided by the Manager or
furnished to the Trust under this Agreement. Without limiting the generality of
the foregoing, the staff and personnel of the Manager shall be deemed to include
persons employed or otherwise retained by the Manager to furnish statistical and
other factual data, advice regarding economic factors and trends, information
with respect to technical and scientific developments, and such other
information, advice and assistance as the Manager may desire.
4. Subject to the supervision and direction of the Board of Trustees of
the Trust, the Manager will assist in supervising various aspects of the Trust's
administrative operations and undertakes to perform the following specific
services:
(a) Maintaining such office facilities as necessary to provide
the services hereafter set forth (which may be in the offices of the Manager or
a corporate affiliate);
(b) Furnishing non-investment related statistical and research
data, data processing services, clerical services, executive and administrative
services, and stationery and office supplies in connection with its services
hereunder;
(c) Assisting in the preparing and maintaining of such books
and records with respect to the Fund's operations as may reasonably be required;
(d) Furnishing corporate secretarial services including
preparation and distribution of materials for Board of Trustees meetings;
(e) Assisting in the preparation of the Trust's Registration
Statement registering the Institutional Shares and Advisor Shares of the Fund
(collectively, "Shares") and any Pre-Effective and Post-Effective Amendments to
the Trust's Registration Statement, Notices of Annual or Special Meetings of
Shareholders and Proxy materials relating to such Meetings;
(f) Assisting in the preparation of periodic reports to
shareholders of the Fund and regulatory filings;
(g) Assisting in the determination of the jurisdictions in
which the Fund's shares will be registered or qualified for sale;
(h) Providing the services of persons employed by the Manager
or its affiliates who may be appointed as officers of the Trust by the Trust's
Board of Trustees;
(i) Assisting the Trust in routine regulatory examinations,
and working closely with outside counsel to the Trust in response to any
litigation, investigations or regulatory matters; and
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(j) Assisting in the preparation of the financial statements
of the Fund and in coordinating the annual audit of such financial statements by
the independent auditors of the Trust.
In performing its duties as administrator of the Trust, the Manager
will act in accordance with the Declaration of Trust, By-Laws, Prospectuses of
the Fund and with the instructions and directions of the Board of Trustees of
the Trust and will conform to and comply with the requirements of the 1940 Act
and the rules thereunder and all other applicable federal or state laws and
regulations.
5. The Manager may, at its own expense, retain Cadre Financial
Services, Inc. or one of its affiliates to provide administrative services to
the Trust pursuant to a written agreement approved by the Board of Trustees of
the Trust.
6. The Trust will, from time to time, furnish or otherwise make
available to the Manager such financial reports, proxy statements, policies and
procedures and other information relating to the business and affairs of the
Fund and the Trust as the Manager may reasonably require in order to discharge
its duties and obligations hereunder.
7. The Manager shall bear the cost of rendering the services to be
performed by it under this Agreement, and shall provide the Trust with such
office space, facilities, equipment, clerical help, and other personnel and
services as the Trust shall reasonably require in the conduct of the Fund's
business. The Manager shall also bear the cost of telephone service, heat,
light, power and other utilities provided to the Trust. The salaries of officers
of the Trust, and the fees and expenses of Trustees of the Trust, who are also
directors, officers or employees of the Manager, or who are officers or
employees of any company affiliated with the Manager, shall be paid and borne by
the Manager or such affiliated company.
8. The Trust assumes and shall pay or cause to be paid all expenses of
the Fund and the Trust not expressly assumed by the Manager under this
Agreement, including without limitation: any payments pursuant to any plan of
distribution adopted by the Fund; the fees, charges and expenses of any
registrar, custodian, accounting agent, administrator, stock transfer and
dividend disbursing agent; brokerage commissions; taxes; registration costs of
the Fund and its shares under federal and state securities laws; the costs and
expenses of engraving and printing stock certificates; the costs and expenses of
preparing, printing, including typesetting, and distributing prospectuses and
statements of additional information of the Fund and supplements thereto to the
Fund's shareholders; all expenses of shareholders' and Trustees' meetings and of
preparing, printing and mailing proxy statements and reports to shareholders;
fees and travel expenses of Trustees and members of any advisory board or
committee who are not also officers, directors or employees of the Manager or
who are not officers or employees of any company affiliated with the Manager;
all expenses incident to any dividend, withdrawal or redemption options; charges
and expenses of any outside service used for pricing of the Fund's shares; fees
and expenses of legal counsel to the Trust and its Trustees; fees and expenses
of the Fund's independent accountants; membership dues of industry associations;
interest payable on borrowings; postage; insurance premiums on property or
personnel (including officers and Trustees) of the Fund or the Trust which inure
to their benefit; and extraordinary expenses (including but not limited to,
legal claims and liabilities and litigation costs and any indemnification
related thereto).
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9. As full compensation for the services and facilities furnished to
the Fund and the expenses assumed by the Manager under this Agreement, the Trust
on behalf of the Fund shall pay to the Manager a monthly fee, computed at the
annual rate of 0.24% of the Fund's average daily net assets. Payment of the
Manager's compensation for the preceding month shall be made as promptly as
possible after completion of the necessary computations.
10. The Manager will use its best efforts in the supervision and
management of the investment activities of the Fund and in providing services
hereunder, but in the absence of willful misfeasance, bad faith, negligence or
reckless disregard of its obligations hereunder, the Manager shall not be liable
to the Trust or the Fund for any error of judgment for any mistake of law or for
any act or omission by the Manager.
11. Nothing contained in this Agreement shall prevent the Manager or
any affiliated person of the Manager from acting as investment adviser or
manager for any other person, firm or corporation and shall not in any way bind
or restrict the Manager or any such affiliated person from buying, selling or
trading any securities or commodities for their own accounts or for the account
of others for whom they may be acting. Nothing in this Agreement shall limit or
restrict the right of any director, officer or employee of the Manager to engage
in any other business or to devote his time and attention in part to the
management or other aspects of any other business whether of a similar or
dissimilar nature.
12. The Trust acknowledges and agrees, in accordance with the
provisions of Article VIII, Section 9 of the Trust's Declaration of Trust dated
December 20, 2001, that the name "CMG" and the CMG logo and all rights to the
use of such name or logo as part of the name of the Trust and the Fund belong to
the Manager and its affiliates.
13. This Agreement shall have an initial term expiring two years from
the date of its execution and shall continue in effect from year to year
thereafter provided such continuance is approved at least annually by the vote
of a majority of the outstanding voting securities of the Fund, as defined by
the 1940 Act and the rules thereunder, or by the Board of Trustees of the Trust;
provided that in either event such continuance is also approved by a majority of
the Trustees of the Trust who are not parties to this Agreement or "interested
persons" (as defined in the 0000 Xxx) of any such party (the "Independent
Trustees"), by vote cast in person at a meeting called for the purpose of voting
on such approval; and provided, however, that (a) the Trust may at any time,
without payment of any penalty, terminate this Agreement upon sixty days'
written notice to the Manager, either by majority vote of the Trustees of the
Trust or by the vote of a majority of the outstanding voting securities of the
Fund (as defined in the 1940 Act and the rules thereunder); (b) this Agreement
shall immediately terminate in the event of its assignment (to the extent
required by the 1940 Act and the rules thereunder) unless such automatic
termination shall be prevented by an exemptive order or rule of the Securities
and Exchange Commission; and (c) the Manager may terminate this Agreement
without payment of penalty on sixty days' written notice to the Trust.
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14. Any notice under this Agreement shall be given in writing and shall
be deemed to have been duly given when delivered by hand or facsimile or five
days after mailed by certified mail, post-paid, by return receipt requested to
the other party at the principal office of such party.
15. This Agreement may be amended only by the written agreement of the
parties. Any amendment shall be required to be approved by the Trustees of the
Trust and by a majority of the Independent Trustees in accordance with the
provisions of Section 15(c) of the 1940 Act and the rules thereunder. Any
amendment shall also be required to be approved by a vote of shareholders of the
Trust as, and to the extent, required by the 1940 Act and the rules thereunder,
except that an amendment may be effected without the vote of shareholders: to
reduce the fees payable hereunder; to supply any omission; to cure, correct or
supplement any ambiguous, defective of inconsistent provision hereof; or if
necessary, to conform this Agreement to the requirements of applicable laws or
regulations, but neither the Trust nor the Manager shall be liable for failing
to do so. This Agreement may be amended to make it applicable to any investment
portfolio of the Trust which is hereafter formed and such amendment need not be
approved by the vote of the holders of shares of the Fund or of any other
portfolio.
16. This Agreement shall be construed in accordance with the laws of
the state of New York and the applicable provisions of the 1940 Act. To the
extent the applicable law of the State of New York, or any of the provisions
herein, conflict with the applicable provisions of the 1940 Act, the latter
shall control.
17. The Declaration of Trust states and notice is hereby given that
this Agreement is not executed on behalf of the Trustees of the Trust as
individuals, and the obligations of the Trust under this Agreement are not
binding upon any of the Trustees, officers or shareholders of the Trust
individually, but are binding only upon the assets and property of the Fund.
This Agreement constitutes the entire agreement between the
parties hereto with respect to the matters described herein.
THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.
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IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement on the day and year first above written.
CMG INVESTORS TRUST,
on behalf of CMG Money Market Fund
By:
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Attest: Date: ____________________________________
CAPITAL MANAGEMENT GROUP ADVISORS, LLC
By:
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Attest: Date: ____________________________________
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