EXHIBIT 23H2
SCHEDULE A
(AS AMENDED [______________], 2001)
The Administration Agreement shall be applicable to the following series of the
Trust:
Cadre Liquid Asset Fund - U.S. Government Series
Cadre Liquid Asset Fund - Money Market Series
Cadre Affinity Fund - U.S. Government Series
Cadre Affinity Fund - Money Market Series
Cadre Reserve Fund - U.S. Government Series
Cadre Reserve Fund - Money Market Series
U.S. Government Money Market Portfolio
Money Market Portfolio
CMG Advisor Series
CMG Institutional Series
Agreed to and accepted:
CADRE INSTITUTIONAL INVESTORS TRUST
By:___________________________
Name:_________________________
Title:_________________________
Date:__________________________
CADRE FINANCIAL SERVICES, INC.
By:___________________________
Name:_________________________
Title:_________________________
Date:__________________________
SCHEDULE B
(AS AMENDED [______________], 2001)
FEE SCHEDULE FOR FUND ADMINISTRATION SERVICES
Administration Charges*
All Funds Covered By This Agreement Other Than Cadre Reserve Fund - U.S.
Government Series; Cadre Reserve Fund - Money Market Series; CMG Advisor Series;
and CMG Institutional Series
--------------------------------------------------------------
First $250 million of Fund's average daily net assets 19 basis points per annum
Next $750 million of Fund's average daily net assets 16.5 basis points per annum
Over $1 billion of Fund's average daily net assets 14 basis points per annum
Cadre Reserve Fund - U.S. Government Series
Cadre Reserve Fund - Money Market Series
CMG Advisor Series
CMG Institutional Series
--------------------------------------------------------------
First $250 million of Fund's average daily net assets 10 basis points per annum
Next $750 million of Fund's average daily net assets 7.5 basis points per annum
Over $1 billion of Fund's average daily net assets 5 basis points per annum
*Based on average daily net assets of the applicable Fund.
Expense Limitation Agreement
------------------------------------
CF agrees to pay or to absorb the operating expenses of each Fund that
receives services pursuant to this Agreement (including any fees or expense
reimbursements payable to CF or any affiliate of CF pursuant to this Agreement
or any other agreement, but excluding interest, taxes, brokerage commissions,
litigation expenses and extraordinary expenses of each Fund) ("Operating
Expenses"), and including a Fund's share of the Operating Expenses of any series
of the Trust in which the Fund invests substantially all of its assets, which
exceed in the aggregate the following per annum rates as a percentage of a
Fund's average daily net assets (the "Expense Limitation"):
NAME OF FUND EXPENSE LIMITATION
(% OF FUND'S AVERAGE DAILY NET ASSETS)
--------------------------------------
Cadre Liquid Asset Fund - U.S. Government Series 0.65%
Cadre Liquid Asset Fund - Money Market Series 0.67%
Cadre Affinity Fund - U.S. Government Series 0.75%
Cadre Affinity Fund - Money Market Series 0.57%
Cadre Reserve Fund - U.S. Government Series 0.20%
Cadre Reserve Fund - Money Market Series 0.22%
U.S. Government Money Market Porfolio 0.65%
Money Market Portfolio 0.67%
CMG Advisor Series 0.80%
CMG Institutional Series 0.35%
The Expense Limitation will remain in effect as to each Fund unless and
until the Board of Trustees of the Trust approves its modification or
termination; provided, however, that the Expense Limitation will terminate as to
a Fund in the event that any agreement now in effect between the Trust on behalf
of such Fund and CF (or any affiliate of CF) (including for this purpose any
agreement between the Trust, on behalf of any series of the Trust in which such
Fund invests substantially all of its assets, and CF or any affiliate of CF) is
terminated by the Trust without the consent of CF or the CF affiliate that is a
party to such agreement.
Excess Expense Reimbursement Agreement
--------------------------------------
The Trust, on behalf of each Fund subject to the Expense Limitation,
agrees to carry forward, and to reimburse CF out of the assets belonging to such
Fund for, any Operating Expenses of such Fund in excess of the Expense
Limitation that are paid or assumed by CF pursuant to the agreement set forth in
the paragraph above, regardless of the year in which such excess expenses were
incurred. Such reimbursement will be made as promptly as possible, and to the
maximum extent permissible, without causing the Operating Expenses of the
applicable Fund for any year to exceed the Expense Limitation. This agreement of
the Trust to reimburse CF for excess expenses of any Fund paid or absorbed by CF
shall terminate in the event CF or any affiliate of CF terminates any agreement
now in effect between the Trust on behalf of such Fund and CF (or any affiliate
of CF) (including for this purpose any agreement between the Trust, on
behalf of any series in which such Fund invests substantially all of its assets,
and CF or any affiliate of CF) without the consent of the Trust
Agreed to and accepted:
CADRE INSTITUTIONAL INVESTORS TRUST
By: ____________________
Name: XXXXXXX X. XXXXXXXX, XX.
------------------------
Title: CHAIRMAN
Date: ___________
CADRE FINANCIAL SERVICES, INC.
By: ___________________
Name: XXXXXXX X. XXXXXXXX
Title: PRESIDENT
Date: ________________
