<DOCUMENT>
<TYPE>EX-99.23(D)
<SEQUENCE>4
<FILENAME>dex9923d.txt
<DESCRIPTION>FORM OF INVESTMENT ADVISORY AGREEMENT
<TEXT>
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Exhibit 23(d)
FORM OF
INVESTMENT ADVISORY AGREEMENT
This Agreement, dated as of the __ day of June, 2002, made by and
between SmithGraham Institutional Funds, a Delaware business trust (the "Trust")
operating as an open-end management investment company registered under the
Investment Company Act of 1940, as amended (the "Act"), on behalf of the series
listed on Schedule A attached hereto (the "Funds") and Smith, Graham & Co.
Investment Advisors, L.P., with its principal offices at 6900 JPMorgan Chase
Tower, 600 Travis Street, Houston, Texas 77002 (the "Investment Advisor").
WHEREAS, the Trust is registered as an open-end, management investment
company under the Act; and
WHEREAS, the Trust desires to retain the Investment Advisor to furnish
investment advisory and administrative services with respect to the Funds, and
the Investment Advisor is willing to so furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties as follows:
1. Appointment. The Trust hereby appoints the Investment Advisor to act
as investment advisor to the Funds for the period and on the terms set forth in
this Agreement. The Investment Advisor accepts such appointment and agrees to
furnish the services herein set forth for the compensation provided on the
attached Schedule A.
2. Delivery of Documents. The Funds have furnished the Investment
Advisor with copies of each of the following:
(a) Resolutions of the Board of Trustees authorizing the
appointment of the Investment Advisor and approving this Agreement;
(b) The Funds most recent prospectus and statement of
additional information (such prospectus and statement of additional information,
as presently in effect and all amendments and supplements thereto, are herein
called the "Prospectus").
The Funds will furnish the Investment Advisor from time to time with
copies of all amendments of or supplements to the foregoing.
3. Management Subject to the supervision of the Board of Trustees, the
Investment Advisor will provide a continuous investment program for the Funds,
including investment research and day-to-day management of the Funds' assets.
The Investment Advisor will determine from time to time what securities and
other investments will be purchased, retained or sold by the Funds. The
Investment Advisor will provide the services under this Agreement in accordance
with each Fund's investment objective, policies and restrictions as stated in
the Prospectus and resolutions of the Board of Trustees. The Trust wishes to be
informed of important developments materially affecting the Trust and its
shareholders, and the Investment Advisor agrees to furnish to the Trust, from
time to time, such information as may be appropriate for this purpose. The
Investment Advisor further agrees that it:
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(a) will conform with all applicable Rules and Regulations of
the Securities and Exchange Commission;
(b) will place orders pursuant to its investment
determinations for the Funds either directly with the issuer or with any broker
or dealer. In executing portfolio transactions, the Investment Advisor will use
its best efforts to seek on behalf of the Funds the best overall terms
available. In assessing the best overall terms available for any transaction,
the Investment Advisor shall consider all factors that it deems relevant,
including (i) the breadth of the market in the security, (ii) the price of the
security, (iii) the financial condition and execution capability of the broker
or dealer, and (iv) the reasonableness of the commission, if any, both for the
specific transaction and on a continuing basis. In evaluating the best overall
terms available, and in selecting the broker-dealer to execute a particular
transaction, the Investment Advisor may also consider the brokerage and research
services (as those terms are defined in Section 28 (e) of the Securities
Exchange Act of 1934) provided to the Funds and any other accounts over which
the Investment Advisor exercises investment discretion. The Investment Advisor
is authorized, subject to the prior approval of the Board of Trustees, to pay a
broker or dealer who provides such brokerage and research services a commission
for executing a portfolio transaction for the Funds which is in excess of the
amount of commission another broker or dealer would have charged for effecting
that transaction in such instances where the Investment Advisor determines in
good faith that such commission was reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer as viewed in
terms of that particular transaction or in terms of the overall responsibilities
of the Investment Advisor to the Funds. In addition, the Investment Advisor may
take into account the sale of the Funds' units in allocating purchase and sale
orders for portfolio securities to brokers or dealers (including affiliated
brokers and dealers that are affiliated with the Funds, the Investment Advisor
or the principal underwriter), provided that the Investment Advisor believes
that the quality of execution and the commission are comparable to what they
would be by other qualified firms. In no instance, however, will portfolio
securities be purchased from or sold to the Investment Advisor, the principal
underwriter or any affiliated person of either the Funds, the Investment Advisor
or the principal underwriter or any affiliated person of the Funds, the
Investment Advisor or the principal underwriter, acting as principal in the
transaction except to the extent permitted by the Securities and Exchange
Commission and the National Association of Securities Dealers, Inc.;
(c) will maintain all books and records with respect to the
Funds' securities transactions which the Funds are required to maintain under
applicable laws and will furnish the Board of Trustees such periodic and special
reports as the Board may request; and
(d) will treat confidentially and as proprietary information
of the Funds all records and other information relative to the Funds and prior,
present or potential shareholders, and will not use such records and information
for any purpose other than performance of its responsibilities and duties
hereunder, except after prior notification to, and approval in writing by, the
Board of Trustees, which approval shall not be unreasonably withheld and may not
be withheld where the Investment Advisor may be exposed to civil or criminal
contempt proceedings for failure to comply, when requested to divulge such
information by duly constituted authorities, or when so requested by the Board
of Trustees.
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4. Services Not Exclusive. The investment management services furnished
by the Investment Advisor hereunder are not to be deemed exclusive, and the
Investment Advisor shall be free to furnish similar services to others whether
or not for compensation so long as its services under this Agreement are not
impaired thereby.
5. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Investment Advisor hereby agrees that all records which
it maintains for the Funds are the property of the Funds and further agrees to
surrender promptly to the Funds any of such records upon the Funds' request. The
Investment Advisor further agrees to preserve for the periods prescribed by Rule
31a-2 under the 1940 Act the records required by Rule 31a-1 to be maintained
under the 1940 Act.
6. Expenses. During the term of this Agreement, the Investment
Advisor will pay all expenses incurred by it in connection with its activities
under this Agreement other than the cost of securities (including brokerage
commissions, if any) purchased for the Funds.
7. Compensation. For the services and expenses assumed pursuant to this
Agreement effective as of the date of effectiveness of this Agreement, each Fund
will pay the Investment Advisor and the Investment Advisor will accept as full
compensation therefor a fee calculated at the annual rates, based on each Fund's
average daily net assets, listed along with each Fund's name in Schedule A
attached hereto.
8. Limitation of Liability. The Investment Advisor shall not be liable
for any error of judgment or mistake of law or for any loss suffered by the
Funds in connection with the performance of this Agreement, except a loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful misfeasance, bad
faith or gross negligence on the part of the Investment Advisor in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Agreement.
9. Duration and Termination. This Agreement will become effective at
such time as shall have been approved by the shareholders of the Funds, in
accordance with the requirements under the 1940 Act, and, unless sooner
terminated as provided herein, shall continue in effect until July 1, 2004, and
thereafter for successive periods of twelve months each ending on June 30 of
each year, provided such continuance is specifically approved at least annually
(a) by the vote of a majority of those members of the Board of Trustees who are
not parties to this Agreement or interested persons of any party to this
Agreement, cast in person at a meeting called for the purpose of voting on such
approval, and (b) by the Board of Trustees or by vote of a majority of the
outstanding voting securities of the Funds. Notwithstanding the foregoing, this
Agreement may be terminated at any time, without the payment of any penalty, by
the Funds (by vote of the Board of Trustees or by vote of a majority of the
outstanding voting securities of the Funds) on sixty days' written notice or by
the Investment Advisor on ninety days written notice. This Agreement will
immediately terminate in the event of its assignment. (As used in this
Agreement, the terms majority of the outstanding voting securities, "interested
persons" and "assignment" shall have the same meaning of such terms in the 1940
Act.)
10. Amendment of this Agreement. No provision of this Agreement may
be changed,
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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. No amendment of this Agreement shall be effective
until approved by vote of a majority of the outstanding voting securities of the
Funds.
11. Miscellaneous. The captions in 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. 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 affect
thereby. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and shall be governed by
Delaware law.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
SMITHGRAHAM INSTITUTIONAL FUNDS
By: ______________________________________
[NAME]________________________________
[TITLE] ______________________________
SMITH, GRAHAM & CO. INVESTMENT ADVISORS, L.P.
By: ______________________________________
[NAME]________________________________
[TITLE] ______________________________
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SCHEDULE A
Dated June __, 2002
to
Investment Advisory Agreement
Dated June __, 2002
between
SmithGraham Institutional Funds
and
Smith, Graham & Co. Investment Advisors, L.P.
List of Funds and Fee Schedule
Annual Fee as a Percentage (%)
Series of Average Daily Net Assets
SG Government Money Market Fund 0.12%
SG Prime Money Market Fund 0.12%
SG Yield Plus Fund 0.20%
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