EXHIBIT 23D
MANAGEMENT SERVICES AGREEMENT
MAGI FUNDS, INC.
THIS AGREEMENT is made and entered into as of the 1st day of November,
2000, by and between Magi Funds, Inc., a Maryland corporation (the "Fund"), and
Magi Management & Research, LLC, a Texas limited liability company (hereinafter
referred to as "Manager").
WHEREAS, the Fund is an open-end management investment company, registered
under the Investment Company Act of 1940, as amended (the "Act"), and authorized
to issue shares representing interests in the following series:
The Magi Tax Advantaged Fund (the "Portfolio"); and
WHEREAS, Manager is registered as an investment adviser under the
Investment Advisers Act of 1940, and engages in the business of asset management
and the provision of certain other administrative and recordkeeping services in
connection therewith; and
WHEREAS, the Fund wishes to engage Manager, to provide, or arrange for the
provision of, certain investment management and operational services which are
necessary for the day-to-day operations of the Portfolio in the manner and on
the terms and conditions hereinafter set forth, and Manager wishes to accept
such engagement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the Fund and Manager agree as follows:
1. OBLIGATIONS OF MANAGER
(a) Services. The Fund hereby retains Manager to provide, or, upon receipt
of written approval of the Fund arrange for other companies to provide, the
following services to the Portfolio in the manner and to the extent that
such services are reasonably necessary for the operation of the Portfolio
(collectively, the "Services"):
(1) manage the investment and reinvestment of the Portfolio's assets;
(2) continuously review, supervise, and administer the investment program
of the Portfolio;
(3) determine, in its discretion, the securities to be purchased, retained
or sold (and implement those decisions);
(4) provide the Fund with records concerning Manager's activities which
the Fund is required to maintain;
(5) render regular reports to the Fund's officers and directors concerning
Manager's discharge of the foregoing responsibilities;
(6) accounting services and functions, including costs and expenses of any
independent public accountants;
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(7) compliance services, including the maintaining of registration and
qualification of the Fund and the Portfolio under federal, state and
any other applicable laws and regulations;
(8) dividend disbursing agent, dividend reinvestment agent, transfer
agent, and registrar services and functions (including answering
inquiries related to shareholder Portfolio accounts);
(9) custodian and depository services and functions;
(10) distribution, marketing, and/or underwriting services;
(11) independent pricing services;
(12) preparation of reports describing the operations of the Portfolio,
including the costs of providing such reports to broker-dealers,
financial institutions and other organizations which render services
and assistance in connection with the distribution of shares of the
Portfolio;
(13) sub-accounting and recordkeeping services and functions, including
maintenance of shareholder records and shareholder information
concerning the status of their Portfolio accounts by investment
advisors, broker-dealers, financial institutions, and other
organizations on behalf of Manager;
(14) shareholder and board of directors communication services, including
the costs of preparing, printing and distributing notices of
shareholders' meetings, proxy statements, prospectuses, statements of
additional information, Portfolio reports, and other communications to
the Fund's Portfolio shareholders, as well as all expenses of
shareholders' and board of directors' meetings, including the
compensation and reimbursable expenses of the directors of the Fund;
(15) other day-to-day administrative services, including the costs of
designing, printing, and issuing certificates representing shares of
the Portfolio, and maintenance of the fidelity bond maintained by the
Fund pursuant to Section 17(g) of the Act and rules promulgated
thereunder.
(b) Exclusions from Service. Notwithstanding the provisions of Paragraph
1(a) above, the Services shall not include and Manager will not be
responsible for any of the following:
(1) all brokers' commissions, issue and transfer taxes, and other costs
chargeable to the Fund or the Portfolio in connection with securities
transactions to which the Fund or the Portfolio is a party or in
connection with securities owned by the Fund or the Portfolio;
(2) the interest on indebtedness, if any, incurred by the Fund or the
Portfolio;
(3) the taxes, including franchise, income, issue, transfer, business
license, and other corporate fees payable by the Fund or the Portfolio
to federal, state, county, city, or other governmental agents;
(4) the expenses, including fees and disbursements of counsel, in
connection with legal services rendered to the Fund or the Portfolio;
(5) Registration fees under state "Blue Sky" Laws and premiums for
fidelity bond and other insurance policies procured by the Fund; and
(6) any other extraordinary expense of the Fund or Portfolio.
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(c) Books and Records. All books and records prepared and maintained by
Manager for the Fund under this Agreement shall be the property of the Fund
and, upon request therefor, Manager shall surrender to the Fund such of the
books and records so requested.
(d) Staff and Facilities. Manager assumes and shall pay for maintaining the
staff, personnel, space, equipment and facilities necessary to perform its
obligations under this Agreement.
2. OBLIGATIONS OF THE FUND
(a) Fee. The Fund will pay to Manager on the last day of each month a fee
at an annual rate equal to 1.50% of average net asset of the Portfolio,
such fee to be computed daily based upon the net asset value of the
Portfolio as determined by a valuation made in accordance with the Fund's
procedure for calculating Portfolio net asset value as described in the
Fund's Prospectus and/or Statement of Additional Information. During any
period when the determination of the Portfolio's net asset value is
suspended by the directors of the Fund, the net asset value of a share of
the Portfolio as of the last business day prior to such suspension shall,
for the purpose of this Paragraph 2(a), be deemed to be the net asset value
at the close of each succeeding business day until it is again determined.
(b) Information. The Fund will, from time to time, furnish or otherwise
make available to Manager such information relating to the business and
affairs of the Portfolio as Manager may reasonably require in order to
discharge its duties and obligations hereunder.
3. TERM. This Agreement shall remain in effect until October 31, 2002, and from
year to year thereafter provided such continuance is approved at least annually
by (1) the vote of a majority of the Board of Directors of the Fund or (2) a
vote of a "majority" (as that term is defined in the Investment Company Act of
1940) of the Fund's outstanding securities; provided, however, that;
(a) at any time and without the payment of any penalty, the Fund may
terminate this Agreement upon 60 days written notice to Manager;
(b) this Agreement shall immediately terminate in the event of its
assignment (within the meaning of the Act and the Rules thereunder); and
(c) at any time and without the payment of any penalty, Manager may
terminate this Agreement upon 60 days written notice to the Fund.
4. NOTICES. Except as otherwise provided in this Agreement, any notice or other
communication required by or permitted to be given in connection with this
Agreement will be in writing and will be delivered in person or sent by first
class mail, postage prepaid or by prepaid overnight delivery service to the
respective parties as follows:
If to the Fund:
---------------
MAGI Funds, Inc.
16618 San Pedro, Suite 204,
San Antonio, TX 78232
R. Rick Rodriguez
President
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If to the Fund Manager:
----------------------
MAGI Management & Research, LLC
16618 San Pedro, Suite 204,
San Antonio, TX 78232
R. Rick Rodriguez
President
5. MISCELLANEOUS
(a) Performance Review. Manager will permit representatives of the Fund,
including the Fund's independent auditors, to have reasonable access to the
personnel and records of Manager in order to enable such representatives to
monitor the quality of services being provided and the level of fees due
Manager pursuant to this Agreement. In addition, Manager shall promptly
deliver to the Board of Directors of the Fund such information as may
reasonably be requested from time to time to permit the Board of Directors
to make an informed determination regarding continuation of this Agreement
and the payments contemplated to be made hereunder.
(b) Choice of Law. This Agreement shall be construed in accordance with the
laws of the State of Texas and the applicable provisions of the Act. To the
extent the applicable law of the State of Texas or any of the provisions
herein conflict with the applicable provisions of the Act, the latter shall
control.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first above written.
MAGI MANAGEMENT &
MAGI FUNDS, INC. RESEARCH, LLC
_______________________________ _____________________________
By: J. Rick Rodriguez By: J. Rick Rodriguez
Its: President Its: President
ATTEST: ATTEST:
_______________________________ _____________________________
By: ___________________________ By: _________________________
Secretary Secretary
<PAGE>
SUB-INVESTMENT ADVISORY AGREEMENT
MAGI FUNDS, INC.
This Agreement is made and entered into as of the 1st day of November,
2000, by and between MAGI Funds, Inc., a Maryland corporation (the "Fund"), MAGI
Management & Research, LLC, a Texas limited liability company ("Fund Manager")
and DDJ Management & Research, LLC, a Texas limited liability company
("Adviser").
WHEREAS, the Fund is an open-end management investment company, registered
under the Investment Company Act of 1940, as amended (the "Act"), and is
authorized to issue shares representing interests in the following series:
The MAGI Tax Advantaged Fund (the "Portfolio"); and
WHEREAS, the Fund Manager has previously entered into a Management Services
Agreement with the Company; and
WHEREAS, Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended ( "Advisors Act"); and
WHEREAS, the Fund Manager wishes to retain Adviser to render investment
advisory services to the Fund, and Adviser is willing to furnish such services
to the Fund;
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. OBLIGATIONS OF ADVISER
(A) SERVICES. Adviser agrees to perform the following services (the
"Services") for the Portfolio(s) of the Fund listed above, and such other
Portfolios as may be added by the Fund from time to time and agreed by the
parties hereto:
(1) manage the investment and reinvestment of the Portfolio's assets;
(2) continuously review, supervise, and administer the investment program
of the Portfolio;
(3) determine, in its discretion, the securities to be purchased, retained
or sold (and implement those decisions);
(4) provide the Fund Manager with records concerning Adviser's activities
which the Fund is required to maintain; and
(5) render regular reports to the Fund Manager and if requested, to the
Fund's officers and directors concerning Adviser's discharge of the
foregoing responsibilities.
Adviser shall discharge the foregoing responsibilities subject to the general
supervision and control of the Fund Manager, the officers and the directors of
the Fund, in compliance with such policies as the directors may from time to
time establish, and in compliance with the objectives, policies, and limitations
of the Portfolio set forth in the Fund's prospectus and statement of additional
information, as amended from time to time, and with all applicable laws and
regulations. All Services to be furnished by Adviser under this Agreement may be
furnished through the medium of any directors, officers or employees of Adviser
or through such other parties as Adviser may determine from time to time.
Adviser agrees, at its own expense or at the expense of one or more of its
affiliates, to render the Services and to provide the office space, furnishings,
equipment and personnel as may be reasonably required in the judgment of the
Board of Directors of the Fund to perform the Services on the terms and for the
compensation provided herein. Adviser shall authorize and permit any of its
officers, directors and employees, who may be elected as directors or officers
of the Fund, to serve in the capacities in which they are elected.
Except to the extent expressly assumed by Adviser herein and except to
the extent required by law to be paid by Adviser, the Fund shall pay all costs
and expenses in connection with its operation and organization.
(B) BOOKS AND RECORDS. All books and records prepared and maintained by
Adviser for the Fund under this Agreement shall be the property of the Fund and,
upon request therefor, Adviser shall surrender to the Fund such of the books and
records so requested.
2. PORTFOLIO TRANSACTIONS. Adviser is authorized to select the brokers or
dealers that will execute the purchases and sales of portfolio securities for
the Portfolio and is directed to use its best efforts to obtain the best net
results as described in the Fund's prospectus from time to time. Adviser may, in
its discretion, purchase and sell portfolio securities from and to brokers and
dealers who provide the Portfolio with research, analysis, advice and similar
services, and Adviser may pay to these brokers and dealers, in return for
research and analysis, a higher commission or spread than may be charged by
other brokers and dealers, provided that Adviser determines in good faith that
such commission is reasonable in terms either of that particular transaction or
of the overall responsibility of Adviser to the Fund and its other clients and
that the total commission paid by the Fund will be reasonable in relation to the
benefits to the Portfolio over the long-term. Adviser will promptly communicate
to the officers and the directors of the Fund such information relating to
portfolio transactions as they may reasonably request.
<PAGE>
3. COMPENSATION OF ADVISER. The Fund Manager will pay to Adviser on the
last day of each month a fee at an annual rate equal to 0.10% of the daily
average net asset value of the Portfolio, such fee to be computed daily based
upon the net asset value of the Portfolio as determined by a valuation made in
accordance with the Fund's procedures for calculating Portfolio net asset value
as described in the Fund's Prospectus and/or Statement of Additional
Information. During any period when the determination of a Portfolio's net asset
value is suspended by the directors of the Fund, the net asset value of a share
of the Portfolio as of the last business day prior to such suspension shall, for
the purpose of this Paragraph 3, be deemed to be net asset value at the close of
each succeeding business day until it is again determined.
4. STATUS OF INVESTMENT ADVISER. The services of Adviser to the Fund are
not to be deemed exclusive, and Adviser shall be free to render similar services
to others so long as its services to the Fund are not impaired thereby. Adviser
shall be deemed to be an independent contractor and shall, unless otherwise
expressly provided or authorized, have no authority to act for or represent the
Fund in any way or otherwise be deemed an agent of the Fund. Nothing in this
Agreement shall limit or restrict the right of any director, officer or employee
of Adviser, who may also be a director, officer, or employee of the Fund, to
engage in any other business or to devote his or her time and attention in part
to the management or other aspects of any other business, whether of a similar
nature or a dissimilar nature.
5. PERMISSIBLE INTERESTS. Directors, agents, and stockholders of the Fund
are or may be interested in Adviser (or any successor thereof) as directors,
partners, officers, or stockholders, or otherwise, and directors, partners,
officers, agents, and stockholders of Adviser are or may be interested in the
Fund as directors, stockholders or otherwise; and Adviser (or any successor) is
or may be interested in the Fund as a stockholder or otherwise.
6. LIABILITY OF INVESTMENT ADVISER. Adviser assumes no responsibility under
this Agreement other than to render the services called for hereunder in good
faith. Adviser shall not be liable for any error of judgment or for any loss
suffered by the Fund in connection with the matters to which this Agreement
relates, except a loss resulting from a breach of fiduciary duty with respect to
receipt of compensation for services (in which case any award of damages shall
be limited to the period and the amount set forth in Section 36(b)(3) of the
Investment Company Act of 1940 or a loss resulting from willful misfeasance, bad
faith or gross negligence on its part in the performance of, or from reckless
disregard by it of its obligations and duties under, this Agreement.
7. TERM. This Agreement shall remain in effect until October 31, 2002, and
from year to year thereafter provided such continuance is approved at least
annually by (1) the vote of a majority of the Board of Directors of the Fund or
(2) a vote of a "majority" (as that term is defined in the Investment Company
Act of 1940) of the Fund's outstanding securities, provided that in either event
the continuance is also approved by the vote of a majority of the directors of
the Fund who are not parties to this Agreement or "interested persons" (as
defined in the Act) of any such party, which vote must be cast in person at
meeting called for the purpose of voting on such approval; provided, however,
that;
<PAGE>
(a) the Fund or Fund manager may, at any time and without the payment of
any penalty, terminate this Agreement upon 60 days written notice to
Adviser;
(b) the Agreement shall immediately terminate in the event of its
assignment (within the meaning of the Act and the Rules thereunder);
and
(c) Adviser may terminate this Agreement without payment of penalty on 60
days written notice to the Fund; and
(d) the terms of paragraph 6 of this Agreement shall survive the
termination of this Agreement.
8. NOTICES. Except as otherwise provided in this Agreement, any notice or
other communication required by or permitted to be given in connection with this
Agreement will be in writing and will be delivered in person or sent by first
class mail, postage prepaid or by prepaid overnight delivery service to the
respective parties as follows:
If to the Fund: If to the Adviser:
--------------- ------------------
MAGI Funds, Inc. DDJ Management & Research, LLC
16618 San Pedro, Suite 204, 4747 Research Forest Drive, Suite 180, # 303
San Antonio, TX 78232 The Woodlands, TX 77381
R. Rick Rodriguez David D. Jones
President Chief Executive Officer
If to the Fund Manager:
----------------------
MAGI Management & Research, LLC
16618 San Pedro, Suite 204,
San Antonio, TX 78232
R. Rick Rodriguez
President
9. AMENDMENTS. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought, and no amendment of this Agreement shall be effective
until approved by vote of the holders of a majority of the Fund's outstanding
voting securities.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and the year first written above.
MAGI FUNDS, INC. ATTEST:
_______________________________ _____________________________
By: J. Rick Rodriguez By: ________________________
President Its: Secretary
[Corporate Seal]
MAGI MANAGEMENT &
RESEARCH, LLC ATTEST:
_______________________________ _____________________________
By: J. Rick Rodriguez By: ________________________
President Its: Secretary
[Corporate Seal]
DDJ MANAGEMENT & ATTEST:
RESEARCH, LLC
_______________________________ _____________________________
By: David D. Jones By: _________________________
Chief Executive Officer Its: Secretary
[Corporate Seal]
