EXHIBIT 23(h)(3)
SUB-ADMINISTRATION AGREEMENT
This Sub-Administration Agreement is made as of March [ ], 2002 by and
between Capital Management Group Advisors, LLC, a Delaware limited liability
company ("CMG"), and Cadre Financial Services, Inc., a Delaware corporation
("CF").
WHEREAS, CMG has been appointed by CMG Investors Trust (the "Trust") to
serve as investment adviser of CMG Money Market Fund (the "Fund") and provide
administrative services to the Fund pursuant to an investment management
agreement approved by the Board of Trustees of the Trust (the "Investment
Management Agreement");
WHEREAS, subject to the approval of the Board of Trustees of the Trust,
the Investment Management Agreement provides CMG may retain CF or one of its
affiliates to provide administrative services to the Trust;
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, CMG desires to retain CF to render certain administrative and
fund accounting services to those series of the Trust described in Schedule A
hereto, as from time to time amended (each a "Fund" and, collectively, the
"Funds"), and CF is willing to render such services;
WITNESSETH:
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. CMG hereby appoints CF to act as Sub-Administrator of
the Trust on the terms set forth in this Agreement. CF accepts such appointment
and agrees to render the services herein set forth for the compensation provided
for in Schedule B, annexed hereto and incorporated herein.
In the event that the Trust establishes additional series with respect
to which CMG serves as investment adviser and CMG decides to retain CF to act as
administrator and accounting services provider, CMG shall so notify CF in
writing. If CF is willing to render such services, CF shall notify CMG in
writing whereupon such portfolio shall be deemed to be a Fund hereunder and
shall be subject to the provisions of this Agreement except to the extent that
said provisions (including those relating to the compensation payable by CMG to
CF) are modified with respect to such Fund in writing by CMG and CF at the time.
Without limiting the foregoing, it is understood that the Trust will from time
to time issue separate series or classes of shares and may classify and
reclassify shares of any such series or class. CF shall identify to each such
series or class property belonging to such series or class and in such reports,
confirmations and notices to the Trust called for under this Agreement shall
identify the series or class to which such report, confirmation or notice
pertains.
2. DELIVERY OF DOCUMENTS. CMG or the Trust has furnished CF with copies
properly certified or authenticated of each of the following:
(a) Resolutions of the Trust's Board of Trustees authorizing
the appointment of CMG to provide certain administrative services to the Fund
and approving this Agreement;
(b) The Trust's Certificate of Trust filed with the Secretary
of the State of Delaware on December 4, 2001, the Trust's Declaration of Trust
and all amendments thereto (the "Declaration of Trust");
(c) The Trust's By-Laws and all amendments thereto (the
"By-Laws");
(d) The Investment Management Agreement dated as of [_______],
2002;
(e) The Custody Agreement between U.S. Bank National
Association (the "Custodian") and the Trust dated [_______], 2002;
(f) The Transfer Agency and Services Agreement between CF (the
"Transfer Agent") and the Trust dated as of [_______], 2002;
(g) The Trust's Registration Statement on Form N-lA (the
"Registration Statement") under the Securities Act of 1933 and under the 1940
Act, as filed with the Securities and Exchange Commission ("SEC") on January 2,
2002, relating to the Trust's shares of beneficial ownership, $.001 par value
per share, and all amendments thereto; and
(h) The Trust's most recent prospectus and statement of
additional information for each Fund(together, the "Prospectus").
CMG or the Trust will furnish CF from time to time with copies,
properly certified or authenticated, of all amendments of or supplements to the
foregoing. Furthermore, CMG or the Trust will provide CF with any other
documents that CF may reasonably request and will notify CF as soon as possible
of any matter materially affecting the performance by CF of its services under
this Agreement.
3. DUTIES AS SUB-ADMINISTRATOR. Subject to the supervision and
direction of CMG, CF, as Sub-Administrator, 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 CF 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) Furnishing corporate secretarial services including
preparation and distribution of materials for Board of Trustees meetings;
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(d) Assisting in the preparation of the Trust's Registration
Statement 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;
(e) Assisting in the determination of the jurisdictions in
which the Trust's shares will be registered or qualified for sale and, in
connection therewith, shall be responsible for the initial registration or
qualification and the maintenance of such registration or qualification of such
shares for sale under the securities laws of each state in which it is
determined shares should be registered or qualified. Payment of share
registration fees shall be made by the Fund;
(f) Providing the services of certain persons who may be
appointed as officers of the Trust by the Trust's Board of Trustees;
(g) Assisting the Trust in routine regulatory examinations of
the Trust, and working closely with outside counsel to the Trust in response to
any litigation, investigations or regulatory matters;
(h) Accounting and bookkeeping services (including the
maintenance of such accounts, books and records of the Trust as may be required
by Section 3 1(a) of the 1940 Act and the rules thereunder, transmitting to the
Custodian instructions received from CMG for the purchase and sale of Trust
assets and ensuring proper settlement related thereto);
(i) Internal auditing services;
(j) Valuing the Trust's assets and calculating the net asset
value of the shares of the Fund on each business day as set forth in the
Prospectus of each Fund in accordance with such procedures as may be adopted by
the Board of Trustees of the Trust;
(k) Accumulating information for and, subject to approval by
the Trust's Treasurer, preparing all required financial statements for the Trust
and preparing reports to the Trust's shareholders of record and the SEC
including, but not necessarily limited to, Annual and Semi-Annual Reports to
shareholders, Semi-Annual Reports on Form N-SAR and Notices pursuant to Rule
24f-2;
(l) Preparing and filing the Trust's tax returns;
(m) Monitoring compliance by the Trust with the Fund's
investment objective, policies, restrictions, tax matters and applicable laws
and regulations, including the 1940 Act, and performing related daily and
monthly compliance tests; and
(n) Preparing and furnishing the Trust (at the Trust's
request) with performance information (including yield, capital gain (loss) and
total return information) calculated in accordance with applicable U.S.
securities laws and reporting to external databases and any Nationally
Recognized Statistical Rating organization (after first consulting with the
Trust's treasurer) such information as may reasonably be requested.
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In performing its duties as Sub-Administrator of the Trust, CF will act
in accordance with the Declaration of Trust, By-Laws, Prospectuses of the Fund,
with the instructions and directions of CMG 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.
4. ALLOCATION OF EXPENSES AND FEES. CF shall bear all expenses in
connection with the performance of its services under this Agreement, except as
noted below.
(a) CF will from time to time employ or associate with itself
such person or persons as CF may believe to be particularly suited to assist it
in performing services under this Agreement. Such person or persons may be
officers and employees who are employed by both CF and the Trust. The
compensation of such person or persons shall be paid by CF and no obligation
shall be incurred on behalf of the Trust in such respect.
(b) CF shall not be required to pay any of the following
expenses incurred by the Trust: membership dues in the Investment Company
Institute or any similar organization; investment advisory expenses; costs of
printing and mailing stock certificates, prospectuses, reports and notices;
interest on borrowed money; brokerage commissions; taxes and fees payable to
Federal, state and other governmental agencies; fees of Trustees of the Trust
who are not affiliated with CF; outside auditing expenses; outside legal
expenses; or other expenses not specified in this Section 4 which may be
properly payable by the Trust.
(c) For the services to be rendered, the facilities to be
furnished and the payments to be made to CF, as provided for in this Agreement,
CMG shall compensate CF for its services rendered pursuant to this Agreement in
accordance with the fees set forth in Schedule B, annexed hereto and
incorporated herein. Such fees do not include out-of-pocket disbursements of CF
for which CF will be entitled to xxxx separately. Out-of-pocket disbursements
shall include the items specified in Schedule C, annexed hereto and incorporated
herein.
(d) CF will xxxx CMG as soon as practicable after the end of
each calendar month, and said xxxxxxxx will be detailed in accordance with the
out-of-pocket schedule. CMG will promptly pay to CF the amount of such billing.
5. LIMITATION OF LIABILITY.
(a) CF shall not be liable to CMG or the Trust for any error
of judgment or mistake of law or for any loss suffered by CMG or the Trust in
connection with the performance of its obligations and duties under this
Agreement, except a loss resulting from CF's willful misfeasance, bad faith or
gross negligence in the performance of such obligations and duties, or by reason
of its reckless disregard thereof. CMG will indemnify CF against and hold it
harmless from any and all losses, claims, damages, liabilities or expenses
(including reasonable counsel fees and expenses) resulting from any claim,
demand, action or suit not resulting from the willful misfeasance, bad faith or
gross negligence of CF in the performance of such obligations and duties or by
reason of its reckless disregard thereof. CMG and CF agree that the obligations
of the Trust under this Agreement shall not be binding upon any of the members
of the Trust's Board of Trustees, shareholders, nominees, officers, employees or
agents, whether past, present or future, of the Trust, individually. This
Agreement has been authorized by the Board of Trustees acting as such, and such
authorization by such members of the Board of Trustees shall not be deemed to
have been made by any of them individually or to impose any liability on any of
them personally, but shall bind only CMG.
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(b) In no event and under no circumstances shall either party
to this Agreement be liable to the other party for consequential or indirect
loss of profits, reputation or business or any other special damages under any
provision of this Agreement or for any act or failure to act hereunder.
6. TERM AND TERMINATION.
(a) This Agreement shall become effective on the date hereof
and shall continue for a period of two (2) years (the "Initial Term") unless
earlier terminated pursuant to the terms of this Agreement. Thereafter this
Agreement may be renewed for successive terms of one (1) year ("Renewal Term")
each, provided, that each such Renewal Term is agreed to by CMG and CF and
approved by the Board of Trustees of the Trust, including the vote of a majority
of the Trustees who are not "Interested Persons," as defined by the 1940 Act and
the rules thereunder, of the Trust.
(b) Either party may terminate this Agreement, without
penalty, at any time upon not than less than sixty (60) days' prior written
notice to the other party.
(c) In the event a termination notice is given by CMG, all
reasonable out of pocket expenses associated with movement of records and
materials and conversion thereof will be borne by CMG.
(d) This Agreement shall terminate automatically in the event
of its "assignment," as such term is defined by the 1940 Act and the rules
thereunder.
7. AMENDMENT TO THIS AGREEMENT. No provision of this Agreement may be
changed, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, discharge or
termination is bought.
8. MISCELLANEOUS.
(a) Any notice or other instrument authorized or required by
this Agreement to be given in writing to CMG or CF shall be sufficiently given
if addressed to the party and received by it at its office set forth below or at
such other place as it may from time to time designate in writing.
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To CMG:
Capital Management Group Advisors, LLC
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxx
To CF:
Cadre Financial Services, Inc.
c/c Ambac Financial Group, Inc.
Xxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxx
(b) This Agreement shall be construed in accordance with the
laws of the State of New York.
(c) This Agreement may be executed in any number of
counterparts each of which shall be deemed to be an original and which
collectively shall be deemed to constitute only one instrument.
(d) The captions of this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
(e) This Agreement and the schedules hereto constitute the
entire agreement between the parties hereto with respect to the matters
described herein.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed and delivered by their duly authorized officers as of the date
first written above.
Cadre Financial Services, Inc.
By: ____________________________
Name: _________________________
Title: __________________________
Capital Management Group Advisors, LLC
By: ____________________________
Name: _________________________
Title: __________________________
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SCHEDULE A
CMG Money Market Fund
SCHEDULE B
As full compensation for the services and facilities furnished
to CMG and the expenses assumed by CF under this Agreement, CMG shall pay to CF
monthly compensation calculated daily at the following annual rates:
0.10% of each such Fund's net assets up to $250,000,000, 0.075% of the Fund's
net assets greater the $250,000,000 and less than $1,000,000,000, and 0.05% of
the Fund's net assets above $1,000,000,000. Such calculations shall be made by
applying 1/365th of the annual rate to the Fund's net assets each day determined
as of the close of business on that day or the last previous business day. If
this Agreement becomes effective subsequent to the first day of a month or shall
terminate before the last day of a month, compensation for that part of the
month this Agreement is in effect shall be prorated in a manner consistent with
the calculation of the fees as set forth above.
