Contego Capital Group, Inc. (“Contego”) is a Minnesota based corporation that was formed in October
2003. Since 2018, Contego has been registered with the SEC pursuant to the Investment Advisers Act of
1940, as amended (the “Advisers Act”). Registration of an investment adviser does not imply any level of
skill or training.
In 2018, Contego began sub-advising the AlphaCentric Robotics & Automation Fund (the “Fund”), an open-
end investment company registered under the Investment Company Act of 1940 (the “1940 Act”).
AlphaCentric Advisors LLC (“AlphaCentric”) is the Fund’s investment advisor. Contego is the investment
sub-advisor to the AlphaCentric Robotics & Automation Fund. Subject to the oversight and approval of
AlphaCentric, Contego is responsible for making investment decisions and executing portfolio transactions
for the AlphaCentric Robotics & Automation Fund. In addition, Contego is responsible for maintaining
certain transaction and compliance related records of the Fund.
In addition to serving as a sub-adviser, Contego is a registered investment advisor providing investment and
planning advice to individuals, businesses, and endowments. Contego is owned 55% by Mr. Robert Branton,
35% by Mr. Brian Gahsman and 10% by Joseph Brockenshire Rosemurgy Irrevocable Trust 2012 (non-
managing partner).
Officers of the Adviser include: Messrs. Robert Branton, as Chief Executive Officer and Managing Principal;
Brian Gahsman as Chief Investment Officer and Portfolio Manager; and Ryan Carlson, as Chief Compliance
Officer.
Other professionals (e.g., lawyers, accountants, tax preparers, insurance agents, etc.) are engaged directly
by the client on an as-needed basis and may charge fees of their own. For example, tax preparation and to
the extent your estate plan needs to be updated, the tax preparer and/or attorney will bill the client
separately. Conflicts of interest will be disclosed to the client in the event they should occur.
Advisory Services
Contego Capital Group, Inc.’s portfolio management and investment advisory services are offered (directly
or indirectly through a sub-advisory arrangement with the client's primary investment adviser) to registered
investment companies, single-investor funds, discretionary advisory programs, commingled investment
vehicles, and institutional investors through separate account management. Contego Capital Group, Inc.
currently provides investment management services as an investment advisor on a discretionary and non-
discretionary basis through the following types of products: (i) investment companies registered under the
1940 Act (“Open-End Funds”); (ii) individual investors through separately managed accounts (“Separate
Accounts”); and (iii) pension and profit sharing plans (each a “Client” and collectively, the “Clients”). The
types of Clients to which Contego provides investment management services are more fully disclosed in
Contego’s Form ADV Part 1 and summarized in Item 7 – Types of Clients of this Brochure.
Contego’s AlphaCentric Robotics & Automation Fund (GNXAX, GNXCX, GNXIX) employs proprietary
bottom up research to identify companies worldwide with innovation technologies, such as robotics and
automation companies, and potential for long-term outperformance. The Fund seeks to achieve its
investment objective by investing in a portfolio of U.S. and foreign common stock of companies involved in
innovative and breakthrough technologies across multiple sectors. The Fund expects to invest primarily in
developed markets but may also invest in emerging markets. The Fund may invest in any company with a
changing technologies in sectors such as manufacturing, infrastructure, transportation, energy, healthcare,
information technology, media and communications. The Fund is classified as “non-diversified” for purposes
of the 1940 Act, which means that it is not limited by the 1940 Act with regard to the portion of its assets that
may be invested in the securities of a single issuer.
Contego generally is responsible for investing the assets of each Client account in accordance with the
investment objectives, policies and guidelines set forth in the Client’s governing documents. With respect
to any Client, this Brochure is qualified in its entirety by the Clients’ offering memorandum, prospectus,
statement of additional information or other similar disclosures and governing documents (collectively, the
“governing documents”).
AlphaCentric Advisors LLC, a Delaware limited liability company located at 36 North New York Avenue,
Huntington, NY, 11743 serves as Advisor to the Fund. The Advisor was formed in February 2014.
Management of the Fund is currently its primary business. The Advisor is under common control with
Catalyst of Capital Advisors LLC and Rational Advisors, 55 Inc, the investment advisers of other funds in
the same group investment companies also known as a “fund complex”. Under the terms of the
management agreement, AlphaCentric Advisors LLC is responsible for formulating the Funds’ investment
policies, making ongoing investment decisions and engaging in portfolio transactions. Contego’s execution
of a sub-advisory agreement with AlphaCentric Advisors LLC, an unaffiliated investment adviser, includes
information related to Contego’s sub-advisory fee, investment strategy, investment guidelines, termination
rights and proxy voting.
Asset Management
Contego Capital Group, Inc. offers discretionary and non-discretionary direct asset management services
to advisory clients. Contego Capital Group, Inc. offers clients ongoing portfolio management services
through determining individual investment goals, time horizons, objectives, and risk tolerance. Investment
strategies, investment selection, assets allocation, portfolio monitoring, and the overall investment program
will be based on the above factors.
Discretionary
When the client provides Contego Capital Group, Inc. discretionary authority the client will sign a
limited trading authorization or equivalent. Contego Capital Group, Inc. will have the authority to
execute transactions in the account without seeking client approval on each transaction.
Non-discretionary
When the client elects to use Contego Capital Group, Inc. on a non-discretionary basis, Contego
Capital Group, Inc. will determine the securities to be bought or sold and the amount of the
securities to be bought or sold. However, Contego Capital Group, Inc. will obtain prior client
approval on each transaction before executing any transactions.
ERISA Plan Services
Contego Capital Group, Inc. provides service to qualified and non-qualified retirement plans including
401(k) plans, 403(b) plans, pension and profit-sharing plans, cash balance plans, and deferred
compensation plans. Contego Capital Group, Inc. may act as either a 3(21) or 3(38) advisor:
Limited Scope ERISA 3(21) Fiduciary
Contego Capital Group, Inc. typically acts as a limited scope ERISA 3(21) fiduciary that can advise,
help and assist plan sponsors with their investment decisions on a non-discretionary basis. As an
investment advisor Contego Capital Group, Inc. has a fiduciary duty to act in the best interest of
the client. The plan sponsor is still ultimately responsible for the decisions made in their plan, though
using Contego Capital Group, Inc. can help the plan sponsor delegate liability by following a diligent
process.
1. Fiduciary Services include:
Providing non-discretionary investment advice to the Client about asset and investment
alternatives available for the Plan in accordance with the Plan’s investment policies and
objectives. Client will make the final decision regarding the initial selection, retention,
removal and addition of investment options.
Assisting the Client in the development of an investment policy statement (“IPS”). The IPS
establishes the investment policies and objectives for the Plan. Client shall have the
ultimate responsibility and authority to establish such policies and objectives and to adopt
and amend the IPS.
Providing non-discretionary investment advice to the Plan Sponsor with respect to the
selection of a qualified default investment alternative for participants who are automatically
enrolled in the Plan or who have otherwise failed to make investment elections. The Client
retains the sole responsibility to provide all notices to the Plan participants required under
ERISA Section 404(c) (5) and 404(a)-5.
2. Non-fiduciary Services include:
Assisting in the education of Plan participants about general investment information and
the investment alternatives available to them under the Plan. Client understands Contego
Capital Group, Inc.’s assistance in education of the Plan participants shall be consistent
with and within the scope of the Department of Labor’s definition of investment education
(Department of Labor Interpretive Bulletin 96-1). As such, Contego Capital Group, Inc. is
not providing fiduciary advice as defined by ERISA 3(21)(A)(ii) to the Plan participants.
Advisor will not provide investment advice concerning the prudence of any investment
option or combination of investment options for a participant or beneficiary under the
Plan.
Assisting in monitoring investment options by preparing periodic investment reports that
document investment performance, consistency of fund management and conformance to
the guidelines set forth in the IPS and make recommendations to maintain, remove or
replace investment options.
Assisting in the group enrollment meetings designed to increase retirement plan
participation among the employees and investment and financial understanding by the
employees.
Meeting with Clients periodically to discuss reports and recommendations.
Contego Capital Group, Inc. may provide these services or, alternatively, may arrange for the Plan’s other
providers to offer these services, as agreed upon between Advisor and Client.
3. Contego Capital Group, Inc. has no responsibility to provide services related to the following
types of assets (“Excluded Assets”):
a. Employer securities;
b. Real estate (except for real estate funds or publicly traded REITs);
c. Stock brokerage accounts or mutual fund windows;
d. Participant loans;
e. Non-publicly traded partnership interests;
f. Other non-publicly traded securities or property (other than collective trusts and similar
vehicles); or
g. Other hard-to-value or illiquid securities or property.
Excluded Assets will not be included in calculation of fees paid to Contego Capital Group, Inc. under this
Agreement.
3(38) Investment Manager
Contego Capital Group, Inc. can also act as an ERISA 3(38) Investment Manager in which it has
discretionary management and control of a given retirement plan’s assets. Contego Capital
Group, Inc. would then become solely responsible and liable for the selection, monitoring and
replacement of the plan’s investment options.
1. Fiduciary Services include:
Contego Capital Group, Inc. has discretionary authority and will make the final decision
regarding the initial selection, retention, removal and addition of investment options in
accordance with the Plan’s investment policies and objectives.
Assisting the Client with the selection of a broad range of investment options consistent
with ERISA Section 404(c) and the regulations thereunder.
Assisting the Client in the development of an investment policy statement (“IPS”). The IPS
establishes the investment policies and objectives for the Plan.
Providing discretionary investment advice to the Plan Sponsor with respect to the election
of a qualified default investment alternative for participants who are automatically enrolled
in the Plan or who have otherwise failed to make investment elections. The Client retains
the sole responsibility to provide all notices to the Plan participants required under ERISA
Section 404(c) (5).
2. Non-fiduciary Services include:
Assisting in the education of Plan participants about general investment information and
the investment alternatives available to them under the Plan.
Client understands Contego Capital Group, Inc.’s assistance in education of the Plan
participants shall be consistent with and within the scope of the Department of Labor’s
definition of investment education (Department of Labor Interpretive Bulletin 96-1). As
such, Contego Capital Group, Inc. is not providing fiduciary advice as define by ERISA to
the Plan participants. Contego Capital Group, Inc. will not provide investment advice
concerning the prudence of any investment option or combination of investment options for
a participant or beneficiary under the Plan.
Assisting in the group enrollment meetings designed to increase retirement plan participant
among the employees and investment and financial understanding by the employees.
Assisting in monitoring investment options by preparing periodic investment reports that
document investment performance, consistency of fund management and conformance to
the guidelines set forth in the IPS and make recommendations to maintain, remove or
replace investment options.
Meeting with Client on a periodic basis to discuss the reports and the investment
recommendations.
Contego Capital Group, Inc. may provide these services or, alternatively, may arrange for the Plan’s other
providers to offer these services, as agreed upon between Contego Capital Group, Inc. and Client.
3. Contego Capital Group, Inc. has no responsibility to provide services related to the following
types of assets (“Excluded Assets”):
a. Employer securities;
b. Real estate (except for real estate funds or publicly traded REITs);
c. Stock brokerage accounts or mutual fund windows;
d. Participant loans;
e. Non-publicly traded partnership interests;
f. Other non-publicly traded securities or property (other than collective trusts and similar
vehicles); or
g. Other hard-to-value or illiquid securities or property.
Excluded Assets will not be included in calculation of fees paid to Contego Capital Group, Inc. under this
Agreement.
Contego Capital Group, Inc. tailors its investment advice to the specific needs of its Clients and is subject
to applicable investment restrictions provided in the governing documents for the applicable Clients.
Contego works with Clients to formulate appropriate and agreed-upon investment guidelines. Contego
works with Clients to determine the feasibility of monitoring proposed restrictions and limitations. Clients
who restrict their investment portfolios may experience potentially worse performance results than Clients
with unrestricted portfolios even for Clients with similar objectives. Contego reserves the right to reject or
terminate any Client that seeks restrictions which Contego is unable to implement or which may
fundamentally alter the investment objective of the strategy selected by the Client. Investors who participate
in pooled investment vehicles, such as U.S. registered investment companies, may generally not tailor
investment guidelines.
401K Consulting Services
Contego Capital Group, Inc. offers 401K consulting services to individuals. Contego will meet with the client
for information gathering and review the investment options available within the plan. Contego will make
investment recommendations to the client based on the investment options available and the client’s
financial objectives in a face to face meeting. Furthermore, Contego will provide three additional quarterly
statements to the client based on their investment choices. Clients have the option to hire Contego Capital
Group, Inc. on an annual basis for 401K consulting services.
Selection of Other Money Managers
Contego Capital Group, Inc. solicits the services of Third-Party Money Managers (“TPM”) to manage client
accounts. In such circumstances, Contego receives solicitor fees from the TPM. This is detailed in Item 10
– Other Financial Industry Activities and Affiliations of this Brochure. Prior to referring any clients to TPMs,
Contego Capital Group, Inc. will make sure that they are properly registered, or notice filed.
Sub-Advisory Services
Contego may also serve as a sub-adviser to unaffiliated registered investment advisers per the terms and
conditions of a written Sub-Advisory Agreement. With respect to our sub-advisory services, the unaffiliated
investment advisers that engage our sub-advisory services maintain both the initial and ongoing day-to-
day relationship with the underlying client, including initial and ongoing determination of client suitability for
our designated investment strategies. If the
custodian/broker-dealer is determined by the unaffiliated investment adviser, we will be unable to negotiate
commissions and/or transaction costs, and/or seek better execution. As a result, client may pay higher
commissions or other transaction costs or greater spreads, or receive less favorable net prices, on
transactions for the account than would otherwise be the case through alternative clearing arrangements
recommended by us. Higher transaction costs adversely impact account performance.
Client Tailored Services and Client Imposed Restrictions
The goals and objectives for each client are documented in our client files. Investment strategies are created
that reflect the stated goals and objective. Clients may impose restrictions on investing in certain securities
or types of securities listed in each client’s risk profile form and client agreement. Agreements may not be
assigned without prior written client consent.
Wrap Fee Programs
Contego Capital Group, Inc. does not sponsor a Wrap Fee Program. Some TPMs utilized by Contego
Capital Group, Inc. may sponsor Wrap Fee Programs of their own and will be described in the TPM’s Form
ADV Part 2.
Regulatory Assets Under Management
As of December 31, 2023 Contego Capital Group, Inc. managed approximately $67,882,451 of advisory
assets under management on a discretionary basis. The SEC has adopted a uniform method for advisers
to calculate assets under management for regulatory purposes which it refers to as an adviser’s “regulatory
assets under management.” Regulatory assets under management are generally an adviser’s gross assets,
i.e., assets under management without deduction for outstanding indebtedness or other accrued but unpaid
liabilities. Contego reports its regulatory assets under management in Item 5 of Part 1 of Form ADV which
you can find at www.adviserinfo.sec.gov.