Exhibit (d)(1)
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made as of November 16, 2001 by and between CCM Advisors, LLC, a
limited liability company organized under the laws of the state of Delaware (the
"Adviser") and CCMA Select Investment Trust, a business trust organized under
the laws of the state of Delaware (the "Trust") on behalf of the CCMA Select
Money Market Fund (the "Fund"):
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Trust issues shares of beneficial interest in the Fund (the
"Shares") registered under the Securities Act of 1933, as amended (the "1933
Act") pursuant to a registration statement filed with the Securities and
Exchange Commission (the "SEC") on July 19, 2001, as amended from time to time
(the "Registration Statement");
WHEREAS, the Adviser is an investment adviser registered under the
Investment Advisers Act of 1940, as amended (the "Advisers Act") and has filed
notification filings under all applicable state securities laws;
WHEREAS, the Trust desires to retain the Adviser to render investment
advisory services to the Fund; and
WHEREAS, the Adviser is willing to provide investment advisory services to
the Fund, in the manner and on the terms and conditions set forth below;
NOW, THEREFORE, in consideration of their mutual promises, the Trust, on
behalf of the Fund, and the Adviser agree as follows:
ARTICLE 1
Employment of Adviser
1.1 The Trust hereby employs the Adviser to act as investment adviser for
and to manage, or arrange for the management of, the investment and reinvestment
of the assets of the Fund, to the extent requested by and subject to the
supervision and control of, the Board of Trustees of the Trust (the "Board") for
the period and upon the terms herein set forth.
1.2 The Adviser accepts such employment and agrees during such period at
its own expense to arrange for the services to be rendered, and to assume the
obligations herein set forth for the compensation herein provided. In connection
therewith, the Adviser will retain one or more subadvisers to render such
services and to assume the obligations set forth herein, subject to the
provisions of the 1940 Act and the Advisers Act.
1.3 The Adviser shall for all purposes be deemed to be an independent
contractor, and unless otherwise expressly provided or authorized shall have no
authority to act for or represent the Trust in any way or otherwise be deemed an
agent of the Trust or the Fund. Notwithstanding the foregoing, the Adviser
shall, for the purposes of this agreement, have authority to act as agent for
the Fund, subject to supervision by the Board.
1.4 The services of the Adviser herein provided are not to be deemed
exclusive and the Adviser shall be free to render similar services or other
services to others so long as its services hereunder shall not be impaired
thereby.
ARTICLE 2
Duties of Adviser
2.1 Investment Management Services.
(a) Subject to the general supervision of the Board, the Adviser shall
provide general, overall advice and guidance with respect to the Fund and
provide advice and guidance to the Board. In discharging these duties the
Adviser shall, through one or more subadvisers engaged by it, provide a
continuous investment program for the Fund and determine the composition of
the assets of the Fund, including determination of the purchase, retention
or sale of the securities, cash and other investments for the Fund. In
performing these duties, the Adviser, indirectly through others selected by
the Adviser, shall:
(i) perform research and obtain and evaluate pertinent economic,
statistical, and financial data relevant to the investment policies of
the Fund as set forth in the Registration Statement;
(ii) seek out and implement specific investment opportunities,
consistent with any investment strategies approved by the Board;
(iii) take such steps as are necessary to implement any overall
investment strategies approved by the Board for the Fund, including
making and carrying out day-to-day decisions to acquire or dispose of
permissible investments, managing investments and any other property
of the Fund, and providing or obtaining such services as may be
necessary in managing, acquiring or disposing of investments;
(iv) regularly report to the Board with respect to the
implementation of any approved overall investment strategy and any
other activities in connection with management of the assets of the
Fund, including furnishing, within 60 days after the end of each
calendar quarter, a statement of all purchases and sales during the
quarter and a schedule of investments and other assets of the Fund as
of the end of the quarter;
(v) maintain all required accounts, records, memoranda,
instructions or authorizations relating to the acquisition or
disposition of investments for the Fund; and
(vi) assist in determining each business day the net asset value
of the shares of the Fund in accordance with applicable law; and
(b) Notwithstanding the responsibilities of the Adviser, neither the
Adviser nor its employees shall be required to evaluate the merits of
investment selections or decisions made by the subadviser or be required to
approve the selections or decisions, or to confirm their compliance with
applicable investment policies and restrictions; these responsibilities
being within the duties of the subadviser(s);
(c) The Adviser shall consult with the Board and furnish to the Board
recommendations with respect to an overall investment strategy for the Fund
for approval, modification, or rejection by the Board;
(d) The Adviser's and any subadviser's services shall be subject
always to the control and supervision of the Board, the restrictions of the
Declaration of Trust and Bylaws of the Trust, as amended from time to time,
the provisions of the 1940 Act, the statements relating to the Fund's
investment objective or objectives, investment policies and investment
restrictions as set forth in the then-current Registration Statement, and
any applicable provisions of the Internal Revenue Code of 1986, as amended
(the "Code"). The Trust has furnished or will furnish the Adviser with
copies of the Registration Statement, Declaration of Trust, and Bylaws as
currently in effect and agrees during the continuance of this agreement to
furnish the Adviser with copies of any amendments or supplements thereto
before or at the time the amendments or supplements become effective. The
Adviser will be entitled to rely on all documents furnished by the Trust.
(e) The Adviser represents that it shall make every effort to ensure
that the Fund continuously qualifies as a Regulated Investment Company
under Subchapter M of the Code or any successor provision. Except as
instructed by the Board, the Adviser shall also make decisions for the Fund
as to the manner in which voting rights, rights to consent to corporate
action and any other rights pertaining to the Fund's portfolio securities
shall be exercised. Should the Board at any time make any determination as
to investment policy and notify the Adviser thereof, the Adviser shall be
bound by such determination for the period, if any, specified in such
notice or until similarly notified that such determination has been
revoked.
(f) In connection with the acquisition or disposition of securities
described in Section 2.1(a) (iii), the Adviser and subadviser(s) may place
orders for the purchase or sale of portfolio investments for the account of
the Fund with brokers or dealers selected by it and, to that end, the
Adviser and subadviser(s) are authorized as agents of the Fund to give
instructions to the custodian(s) of the Fund as to deliveries of securities
and payments of cash for the account of the Fund. In connection with the
selection of brokers or dealers and the placing of purchase and sale orders
with respect to assets of the Fund, the Adviser and subadviser(s) are
directed at all times to seek to obtain the best combination of net price
and execution under the circumstances within the policy guidelines set
forth in the current Registration Statement. Subject to this requirement
and the provisions of the Advisers Act, the 1940 Act, and other applicable
provisions of law, the Adviser and subadviser(s) may select brokers or
dealers with which it, any subadviser or the Fund is affiliated.
(g) In addition to seeking the best combination of net price and
execution under the circumstances, the Adviser and subadviser(s) may also
take into consideration research and statistical information and wire and
other quotation services provided by brokers and dealers to the Adviser and
subadviser(s). The Adviser and subadviser(s) are also authorized to effect
individual securities transactions at commission rates in excess of the
minimum commission rates available, if the Adviser and subadviser(s)
determine in good faith that such amount of commission is reasonable in
relation to the value of the brokerage and research services provided by
such broker or dealer, viewed in terms of either that particular
transaction or Adviser's overall responsibilities with respect to the Fund.
The policies with respect to brokerage allocation, determined from time to
time by the Board are those disclosed in the Registration Statement. The
execution of such transactions shall not be deemed to represent an unlawful
act or breach of any duty created by this agreement or otherwise. The
Adviser and subadviser(s) periodically will evaluate the statistical data,
research and other investment services provided to it by brokers and
dealers. Such services may be used by the Adviser or a subadviser in
connection with the performance of its obligations under this agreement or
in connection with other advisory or investment operations including using
such information in managing its own accounts.
(h) Nothing in this agreement shall preclude the aggregation of orders
for sale or purchase of securities or other investments by two or more
series of the Trust or by the Trust and other accounts (collectively,
"Advisory Clients") managed by the Adviser or subadviser, provided that:
(i) the Adviser or a subadviser's actions with respect to the aggregation
of orders for multiple Advisory Clients, including the Fund, are consistent
with the then-current positions in this regard taken by the Securities and
Exchange Commission or its staff through releases, "no-action" letters, or
otherwise; and (ii) the Adviser's policies with respect to the aggregation
of orders for multiple Advisory Clients have been previously submitted and
approved by the Board.
ARTICLE 3
Allocation of Charges and Expenses
3.1 Charges and Expenses Allocated to the Adviser.
The Adviser shall provide all executive, administrative, clerical and other
personnel necessary to operate the Fund and shall pay the salaries and other
costs of employing all of these persons. The Adviser shall also furnish the Fund
with office space, facilities, and equipment and shall pay the day to day
expenses related to the operation and maintenance of such office space,
facilities and equipment. All expenses incurred in the organization of the Fund,
including legal and accounting expenses and certain costs of registering
securities of the Fund under federal securities law and qualifying for sale
under state securities laws, shall also be paid by the Adviser. The Adviser
shall assume and pay all expenses incurred by it in connection with managing the
assets of the Fund, including paying the subadviser(s).
3.2 Charges and Expenses Allocated to the Fund.
(a) The Fund shall be responsible for payment of all expenses it may
incur in its operation and all of its general administrative expenses
except those expressly assumed by the Adviser as described in Section 3.1
above. These include (by way of description and not of limitation), any
share redemption expenses, expenses of portfolio transactions, shareholder
servicing costs, pricing costs, interest on borrowings by the Fund, charges
of the custodians and transfer agent, if any, cost of auditing services,
all taxes and fees, investment advisory fees (other than subadvisory fees),
certain insurance premiums, investor services (including allocable
personnel and telephone expenses), the cost of paying dividends and capital
gains distributions, and any extraordinary expenses, including litigation
costs in legal actions involving the Fund, or costs related to
indemnification of directors, officers and employees of the Trust.
(b) The Fund shall be free to retain at its expense other persons to
furnish it with any services whatsoever, including, without limitation,
statistical, factual or technical information or advice.
ARTICLE 4
Compensation of the Adviser
4.1 For the services to be rendered, the facilities to be furnished and the
payments to be made by the Adviser, as provided herein, the Fund shall pay to
the Adviser for each month of the Fund's fiscal year on the last day of each
such month a fee based upon the average daily net assets of the Fund, as
determined pursuant to the Fund's Registration Statement, at the annual rate of
0.10%.
4.2 For the month and year in which this agreement becomes effective or
terminates there shall be an appropriate proration on the basis of the number of
days that the agreement is in effect during the month and year respectively.
4.3 If the net asset value is not required to be determined on any
particular business day, then for the purpose of the foregoing computations, the
net asset value of a share as last determined shall be deemed to be the net
asset value of a share as of the close of business on that day.
4.4 In connection with purchases or sales of portfolio securities for the
account of the Fund, neither the Adviser, any subadviser, nor any officer,
director, shareholder or other affiliate of the Adviser or any subadviser nor
any officer, trustee, shareholder or other affiliate of the Trust shall: (i) act
as agent and accept any compensation other than its compensation provided for in
this agreement, except in the course of such person's business as an underwriter
or broker; or (ii) act as broker and accept any commission, fee, or other
remuneration in excess of the limits prescribed in the 1940 Act and the rules
promulgated thereunder.
4.5 The Adviser agrees that in all matters relating to the management of
the investment of the assets of the Fund, it will act in conformity with the
Registration Statement, Declaration of Trust, and Bylaws of the Trust then in
effect.
ARTICLE 5
Limitations of Liability
5.1 The Adviser shall give the Fund the benefit of the Adviser's best
judgment and efforts in rendering services under this agreement; provided, that
the Adviser shall not be liable for any error of judgment or import of law, or
for any loss suffered by the Trust in connection with the matters to which this
agreement relates, except loss resulting from: (i) willful misfeasance, bad
faith or gross negligence on the part of the Adviser in the performance of its
obligations and duties under this agreement; (ii) its reckless disregard of its
obligations and duties under this agreement; or (iii) a breach of Section 2.1(e)
of this agreement.
ARTICLE 6
Books and Records
6.1 The Adviser hereby undertakes and agrees to maintain, in the form and
for the period required, all records relating to the Fund's investments that are
required to be maintained by the Fund pursuant to applicable law.
6.2 The Adviser agrees that all books and records which it maintains for
the Fund are the property of the Trust and further agrees to surrender promptly
to the Trust any such books, records or information upon the Trust's request.
All such books and records shall be made available, within five business days of
a written request, to the Trust's accountants or auditors during regular
business hours at the Adviser's offices. The Trust or its authorized
representative shall have the right to copy any records in the possession of the
Adviser which pertain to the Trust. Such books, records, information or reports
shall be made available to properly authorized government representatives
consistent with state and federal law and/or regulations. In the event of the
termination of this agreement, all such books, records or other information
shall be returned to the Trust free from any claim or assertion of rights by the
Adviser.
6.3 The Adviser further agrees that it will not disclose or use any records
or information obtained pursuant to this agreement in any manner whatsoever
except as authorized in this agreement and that it will keep confidential any
information obtained pursuant to this agreement and disclose such information
only if the Trust has authorized such disclosure, or if such disclosure is
required by federal or state regulatory authorities.
ARTICLE 7
Duration and Termination of this Agreement
7.1 This agreement shall not become effective unless and until the later of
the time at which it is approved by the Board, including a majority of trustees
who are not parties to this agreement or interested persons of any such party to
this agreement, or the time at which it is approved by a majority of the Fund's
outstanding voting securities as required by the 1940 Act. This agreement shall
come into full force and effect on the later of such two dates. The agreement
shall continue in effect for two years and shall thereafter continue in effect
from year to year so long as such continuance is specifically approved at least
annually by: (i) the Board, or by the vote of a majority of the Fund's
outstanding voting securities; and (ii) a majority of those trustees who are not
parties to this agreement or interested persons of any such party cast in person
at a meeting called for the purpose of voting on such approval.
7.2 Termination.
(a) This agreement may be terminated at any time, without penalty, by
vote of the Board or by vote of the holders of a majority of the Fund's
outstanding voting securities, or by the Adviser, on sixty (60) days'
written notice to the other party.
(b) This agreement may be terminated at any time without the payment
of any penalty by vote of the Board in the event that it shall have been
established by a court of competent jurisdiction that the Adviser or any
officer or director of the Adviser has taken any action which results in a
breach of the covenants of the Adviser set forth herein.
(c) This agreement shall automatically terminate in the event of its
assignment.
ARTICLE 8
Amendments to this Agreement
8.1 This agreement may be amended by the parties only if such amendment is
specifically approved by: (i) the vote of a majority of the Fund's outstanding
voting securities; and (ii) a majority of those trustees who are not parties to
this agreement or interested persons of any such party cast in person at a
meeting called for the purpose of voting on such approval.
8.2 Notwithstanding anything herein to the contrary, this agreement may be
amended by the parties without the vote or consent of shareholders of the Fund
to supply any omission, to cure, correct or supplement any ambiguous, defective
or inconsistent provision hereof, or if they deem necessary to conform this
Agreement to the requirements of applicable federal laws or regulations, but
neither the Trust nor the Adviser shall be liable for failing to do so.
ARTICLE 9
Notices
9.1 Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.
If to the Trust:
CCMA Select Investment Trust
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▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
If to the Adviser:
CCM Advisors, LLC.
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▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
ARTICLE 10
Miscellaneous Provisions
10.1 Other Relationships. It is understood that the officers, trustees,
agents, shareholders and other affiliates of the Trust are or may be interested
in the Adviser as officers, directors, agents, shareholders, affiliates or
otherwise, and that the officers, directors, shareholders, agents and other
affiliates of the Adviser may be interested in the Trust otherwise than as a
shareholder.
10.2 Definitions of Certain Terms. The terms "assignment," "affiliated
person" and "interested person", when used in this agreement, shall have the
respective meanings specified in the 1940 Act. The term "majority of the
outstanding voting securities" means the lesser of: (a) 67% or more of the votes
attributable to Shares of the Fund or the Trust, as appropriate, present at a
meeting if the holders of more than 50% of such votes are present or represented
by proxy; or (b) more than 50% of the votes attributable to Shares of the Fund
or the Trust, as appropriate.
10.3 Applicable Law.
(a) This agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of Illinois without
regard to conflicts of law principles or precedents.
(b) This agreement shall be subject to the provisions of the 1933 Act,
the 1940 Act and the Securities Exchange Act of 1934, and the rules and
regulations and rulings thereunder, including such exemptions from those
statutes, rules and regulations as the SEC may grant and the terms hereof
shall be interpreted and construed in accordance therewith.
10.4 Severability. If any provision of this agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
agreement shall not be affected thereby.
10.5 Captions. The captions in this agreement are included for convenience
of reference only and in no way define or delineate any of the provisions hereof
or otherwise affect their construction or effect.
10.6 Counterparts. This agreement may be executed simultaneously in
multiple counterparts, each of which taken together shall constitute one and the
same instrument.
10.7 Cooperation with Authorities. Each party hereto shall cooperate with
the other party and all appropriate governmental authorities (including without
limitation the SEC) and shall permit such authorities reasonable access to its
books and records in connection with any investigation or inquiry relating to
this agreement or the transactions contemplated hereby.
10.8 Cumulative Rights. The rights, remedies and obligations contained in
this agreement are cumulative and are in addition to any and all rights,
remedies and obligations, at law or in equity, which the parties hereto are
entitled to under state and federal laws.
10.9 Compensation of Officers, Trustees and Employees. No trustee, officer
or employee of the Trust shall receive from the Trust any salary or other
compensation as a trustee, officer or employee of the Trust while at the same
time holding a position as a director, officer, partner, member or employee of
the Adviser. This paragraph shall not apply to consultants and other persons who
are not regular members of the Adviser's staff.
10.10 Non-Liability of Trustees and Shareholders. A copy of the declaration
of trust of the Trust is on file with the Secretary of State of the State of
Delaware, and notice is hereby given that this instrument is executed on behalf
of the Trust by officers of the Trust as officers and not individually. Any
obligation of the Trust hereunder shall be binding only upon the assets of the
Trust (or applicable series thereof) and shall not be binding upon any Trustee,
officer, employee, agent or shareholder of the Trust. Neither the authorization
of any action by the Trustees or shareholders of the Trust nor the execution of
this agreement on behalf of the trust shall impose any liability upon any
Trustee, officer or shareholder of the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed in their names and on their behalf by their duly authorized officers
all on the day and year first above written.
CCM ADVISORS, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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CCMA SELECT INVESTMENT TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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