CONSULTING GROUP CAPITAL MARKET FUNDS INTERIM INVESTMENT ADVISORY AGREEMENT
Exhibit (d)(42)
CONSULTING GROUP CAPITAL MARKET FUNDS
INVESTMENT ADVISORY AGREEMENT, effective as of the 1st day of June, 2009, between the
Citigroup Investment Advisory Services, LLC. (“Manager”), a limited liability company organized
and existing under the laws of the State of Delaware, and Rutabaga Capital Management LLC
(“Adviser”), a limited liability company organized and existing under the laws of the State of
Delaware.
WHEREAS, the Manager has entered into an interim Management Agreement dated as of the first
day of June, 2009 (the “Interim Management Agreement”) with Consulting Group Capital Market
Funds, a Massachusetts business trust (the “Trust”), which is engaged in business as an open-end
management investment company registered under the Investment Company Act of 1940, as amended,
(“1940 Act”);
WHEREAS, the Trust is and will continue to be a series fund having two or more investment
portfolios, each with its own assets, investment objectives, policies and restrictions (each a
“Portfolio”);
WHEREAS, the Adviser is engaged principally in the business of rendering investment advisory
services and is registered as an investment adviser under the Investment Advisers Act of 1940, as
amended, (“Advisers Act”); and
WHEREAS, the Manager desires to retain the Adviser to assist it in the provision of a
continuous investment program for that portion of the assets of the Portfolio listed on Appendix A
which the Manager may from time to time assign to the Adviser (the “Allocated Assets”) and the
Adviser is willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual promises herein set forth, the
parties hereto agree as follows:
1. APPOINTMENT. Manager hereby retains the Adviser to act as investment
adviser for and to manage the Allocated Assets for the period and on the terms set forth in
this
Agreement. The Adviser accepts such employment and agrees to render the services herein set
forth, for the compensation herein provided.
2. DUTIES OF THE ADVISER.
A. INVESTMENT ADVISORY SERVICES. Subject to the supervision of the Trust’s Board of Trustees
(the “Board”) and the Manager, the Adviser shall manage the investments of the Allocated Assets in
accordance with the Portfolio’s investment objective, policies, and restrictions as provided in
the Trust’s Prospectus and Statement of Additional Information, as currently in effect and as
amended or supplemented from time to time (hereinafter referred to as the “Prospectus”), and in
compliance with the requirements applicable to registered
investment companies under applicable laws and those requirements applicable to regulated
investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (“Code”)
and such other limitations as the Manager may institute. The Adviser shall (a) make investment
decisions for the Allocated Assets; (b) place purchase and sale orders for portfolio transactions
for the Allocated Assets; and (c) employ professional portfolio managers and securities analysts to
provide research services to the Allocated Assets. In providing these services, the Adviser will
conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of
the Allocated Assets.
B. ADVISER UNDERTAKINGS. In all matters relating to the performance of this Agreement, the
Adviser shall act in conformity with the Trust’s Master Agreement dated April 12, 1991, as amended
from time to time (the “Trust Agreement”) and Prospectus and with the written instructions and
directions of the Board and the Manager. The Adviser hereby agrees to:
| (i) | regularly report to the Board and the Manager (in such form and frequency as the Manager and Adviser mutually agree) with respect to the implementation of the investment program, compliance of the Allocated Assets with the Prospectus, the 1940 Act and the Code, and on other topics as may reasonably be requested by the Board or the Manager, including attendance at Board meetings, as reasonably requested, to present such reports to the Board; | ||
| (ii) | comply with valuation procedures adopted by Board, including any amendments thereto, and consult with the Trust’s pricing agent regarding the valuation of securities that are not registered for public sale, not traded on any securities markets, or otherwise may require fair valuation; | ||
| (iii) | provide, subject to any obligations or undertakings reasonably necessary to maintain the confidentiality of the Adviser’s non-public information, any and all information, records and supporting documentation about the composite of accounts and the portfolios the Adviser manages that have investment objectives, policies, and strategies substantially similar to those employed by the Adviser in managing the Allocated Assets which may be reasonably necessary, under applicable laws, to allow the Trust or its agent to present historical performance information concerning the Adviser’s similarly managed accounts and portfolios, for inclusion in the Trust’s Prospectus and any other reports and materials prepared by the Trust or its agent, in accordance with regulatory requirements or as requested by applicable federal or state regulatory authorities; and | ||
| (iv) | review schedules of the Allocated Assets periodically provided to the Adviser by the Manager and promptly confirm to the Manager the concurrence of the Adviser’s records with such schedules. |
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C. EXPENSES. The Adviser will bear all of its expenses in connection with
the performance of its services under this Agreement. All other expenses to be incurred in
the
operation of the Portfolio will be borne by the Trust, except to the extent specifically
assumed by
the Adviser. The expenses to be borne by the Trust include, without limitation, the
following:
organizational costs, taxes, interest, brokerage fees and commissions, Trustees’ fees,
Securities
and Exchange Commission fees and state Blue Sky qualification fees, advisory fees, charges of
custodians, transfer and dividend disbursing agents’ fees, certain insurance premiums,
industry
association fees, outside auditing and legal expenses, costs of independent pricing services,
costs
of maintaining existence, costs attributable to investor services (including, without
limitation,
telephone and personnel expenses), costs of preparing and printing prospectuses and statements
of
additional information for regulatory purposes and for distribution to existing shareholders,
costs
of shareholders’ reports and meetings, and any extraordinary expenses.
D. BROKERAGE. The Adviser will select brokers and dealers to effect all
orders for the purchase and sale of Allocated Assets. In selecting brokers or dealers to
execute
transactions on behalf of the Allocated Assets of the Portfolio, the Adviser will use its best
efforts
to seek the best overall terms available. In assessing the best overall terms available for
any
transaction, the Adviser will consider factors it deems relevant, including, without
limitation, the
breadth of the market in the security or commodity interest, the price of the security or
commodity interest, the financial condition and execution capability of the broker or dealer
and
the reasonableness of the commission, if any, for the specific transaction and on a continuing
basis. In selecting brokers or dealers to execute a particular transaction, and in evaluating
the best
overall terms available, the Adviser is authorized to consider the brokerage and research
services
(within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended)
provided to the Portfolio and/or other accounts over which the Adviser exercises investment
discretion. Except as permitted by Rule 17a-10 under the 1940 Act, Adviser will not engage in
principal transactions with respect to the Allocated Assets with any broker-dealer affiliated
with
the Manager or with any other adviser to the Portfolio, and will engage in agency transactions
with respect to the Allocated Assets with such affiliated broker-dealers only in accordance
with
all applicable rules and regulations. Adviser will provide a list of its affiliated
broker-dealers to
Manager, as such may be amended from time to time. Manager will provide to Adviser a list of
its affiliated broker-dealers and of those of each other adviser to the Portfolio.
E. AGGREGATION OF ORDERS. On occasions when the Adviser deems
the purchase or sale of a security to be in the best interest of the Allocated Assets as well
as other
clients of the Adviser, the Adviser may to the extent permitted by applicable laws and
regulations,
but shall be under no obligation to, aggregate the orders for securities to be purchased or
sold. In
such event, allocation of the securities so purchased or sold, as well as the expenses
incurred in
the transaction, will be made by the Adviser in the manner the Adviser considers to be the
most
equitable and consistent with its fiduciary obligations to the Portfolio and to its other
clients. The
Manager recognizes that, in some cases, the Adviser’s allocation procedure may limit the size
of
the position that may be acquired or sold for the Allocated Assets.
F. BOOKS AND RECORDS. In compliance with the requirements of Rule
31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for
the
Allocated Assets of the Portfolio are the property of the Trust and further agrees to
surrender
promptly to the Trust copies of any of such records upon the Portfolio’s or the Manager’s
request,
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provided, however, that Adviser may retain copies of any records to the extent required for it to
comply with applicable laws. The Adviser further agrees to preserve for the periods prescribed by
Rule 31a-2 under the 1940 Act the records relating to its activities hereunder required to be
maintained by Rule 31a-1 under the 1940 Act and to preserve the records relating to its activities
hereunder required by Rule 204-2 under the Advisers Act for the period specified in said Rule.
Notwithstanding the foregoing, Adviser has no responsibility for the maintenance of the records of
the Portfolio, except for those related to the Allocated Assets.
G. ADVISER COMPLIANCE RESPONSIBILITIES. The Adviser and the Manager acknowledge that the
Adviser is not the compliance agent for the Portfolio, and does not have access to all of the
Trust’s books and records necessary to perform certain compliance testing. However, to the extent
that the Adviser has agreed to perform the services specified in this Agreement, the Adviser shall
perform compliance testing with respect to the Allocated Assets based upon information in its
possession and upon information and written instructions received from the Manager or the Trust’s
Administrator and shall not be held in breach of this Agreement so long as it performs in
accordance with such information and instructions. Specifically, the Adviser shall not be
responsible for the Portfolio being in violation of any applicable law or regulation or investment
policy or restriction applicable to the Portfolio as a whole or for the Portfolio’s failure to
qualify as a regulated investment company under the Code if the securities and other holdings of
the Allocated Assets would not be in such violation or failing to so qualify if the Allocated
Assets were deemed a separate series of the Trust or a separate regulated investment company under
the Code. The Manager or Trust’s Administrator shall promptly provide the Adviser with copies of
the Trust Agreement, the Trust’s By-Laws, the Prospectus and any written policies or procedures
adopted by the Board applicable to the Allocated Assets and any amendments or revisions thereto.
Adviser shall supply such reports or other documentation as reasonably requested from time to time
by the Manager to evidence Adviser’s compliance with such Prospectus, policies or procedures.
H. PROXY VOTING. The Adviser shall use its good faith judgment in a manner which it
reasonably believes best serves the interests of the Portfolio’s shareholders to vote or abstain
from voting all proxies solicited by or with respect to the issuers of securities in the Allocated
Assets. The Manager shall cause to be forwarded to Adviser all proxy solicitation materials that
Manager receives. Adviser agrees that it has adopted written proxy voting procedures that comply
with the requirements of the 1940 Act and the Advisers Act. The Adviser further agrees that it
will provide the Board as the Board may reasonably request, with a written report of the proxies
voted during the most recent 12-month period or such other period as the Board may designate, in a
format that shall comply with the 1940 Act. Upon reasonable request, Adviser shall provide the
Manager with all proxy voting records relating to the Allocated Assets, including but not limited
to those required by Form NPX. Adviser will also provide an annual certification, in a form
reasonably acceptable to Manager, attesting to the accuracy and completeness of such proxy voting
records.
I. USE OF NAMES. The Adviser shall not use the name, logo, insignia, or other identifying
xxxx of the Trust or the Manager or any of their affiliates or any derivative or logo or trade or
service xxxx thereof, or disclose information related to the business of the Manager or any of its
affiliates in material relating to the Adviser in any manner not approved prior thereto by the
Manager; provided, however, that the Manager shall approve all uses of its or
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the Trust’s name and that of their affiliates which merely refer in accurate terms to the
appointment of the Adviser hereunder or which are required by the SEC or a state securities
commission; and provided, further, that in no event shall such approval be unreasonably withheld.
The Manager shall not use the name, logo, insignia, or other identifying xxxx of the Adviser or
any of its affiliates in any prospectus, sales literature or other material relating to the Trust
in any manner not approved prior thereto by the Adviser; provided, however, that the Adviser shall
approve all uses of its name which merely refer in accurate terms to the appointment of the
Adviser hereunder or which are required by the SEC or a state securities commission; and provided,
further that in no event shall such approval be unreasonably withheld.
J. OTHER ADVISERS. With respect to any Portfolio, (i) the Adviser will not consult with any
other adviser to that Portfolio (including, in the case of an offering of securities subject to
Section 10(f) of the 1940 Act, any adviser that is a principal underwriter or an affiliated person
of a principal underwriter of such offering) concerning transactions for that Portfolio in
securities or other assets, except, in the case of transactions involving securities of persons
engaged in securities-related businesses, for purposes of complying with the conditions of
paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act; and (ii) the Adviser will provide advice
and otherwise perform services hereunder exclusively with respect to the Allocated Assets of that
Portfolio.
K. PORTFOLIO HOLDINGS. The Adviser will not disclose, in any manner whatsoever, any list of
securities held by the Portfolio, except in accordance with the Portfolio’s portfolio holdings
disclosure policy.
3. COMPENSATION OF ADVISER. All compensation due to the Manager for the
services it provides to the Trust under the Interim Agreement will be credited to an interest-bearing escrow account held at Xxxxx Brothers Xxxxxxxx and Co. (the “Escrow Agent”) subject
to the terms and conditions of an escrow agreement among the Manager, the Trust, and the
Escrow Agent. Pursuant to the terms of the escrow agreement, the Escrow Agent will pay the
Adviser, with respect to each Portfolio on Appendix A attached hereto, the compensation
specified in Appendix A. Such fees will be computed daily and paid monthly, calculated at an
annual rate based on the Allocated Assets’ average daily net assets as determined by the
Trust’s
accounting agent. Compensation for any partial period shall be pro-rated based on the length
of
the period.
4. STANDARD OF CARE. The Adviser shall exercise its best judgment in
rendering its services described in this Agreement. Except as may otherwise be required by the
1940 Act or the rules thereunder or other applicable law, the Adviser shall not be liable for
any
error of judgment or mistake of law or for any loss suffered by the Portfolio or the Manager
in
connection with the matters to which this Agreement relates, except a loss resulting from
Adviser’s willful misfeasance, bad faith or gross negligence on its part in the performance of
its
duties hereunder or from reckless disregard by it of its obligations and duties under this
Agreement.
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5. INDEMNIFICATION.
A. The Manager agrees to indemnify and hold harmless the Adviser from and
against any and all claims, losses, liabilities or damages (including reasonable attorneys’
fees and
other related expenses) (“Losses”), howsoever arising, from or in connection with this
Agreement
or the performance by the Adviser of its duties hereunder; provided however that the Manager
will not indemnify the Adviser for Losses resulting from the Adviser’s willful misfeasance,
bad
faith or gross negligence in the performance of its duties or from the Adviser’s reckless
disregard
of its obligations and duties under this Agreement.
B. The Adviser agrees to indemnify and hold harmless the Manager from and
against any and all Losses resulting from the Adviser’s willful misfeasance, bad faith, or
gross
negligence in the performance of, or from reckless disregard of, the Adviser’s obligations and
duties under this Agreement; provided however that the Adviser will not indemnify the Manager
for Losses resulting from the Manager’s willful misfeasance, bad faith or gross negligence in
the
performance of its duties or from the Manager’s reckless disregard of its obligations and
duties
under this Agreement.
6. NON-EXCLUSIVITY. The services of the Adviser to the Manager with respect
to the Allocated Assets are not to be deemed to be exclusive, and the Adviser and its
affiliates
shall be free to render investment advisory or other services to others (including other
investment
companies) and to engage in other activities. It is understood and agreed that the
directors,
officers, and employees of the Adviser are not prohibited from engaging in any other business
activity or from rendering services to any other person, or from serving as partners,
officers,
directors, trustees, or employees of any other firm or corporation, including other investment
companies. Manager acknowledges that Adviser or its affiliates may give advice and take
actions in the performance of its duties to clients which differ from the advice, or the
timing and
nature of actions taken, with respect to other clients’ accounts (including the Allocated
Assets) or
employee accounts which may invest in some of the same securities recommended to advisory
clients. In addition, advice provided by the Adviser may differ from advice given by its
affiliates.
7. MAINTENANCE OF INSURANCE. During the term of this Agreement and for
a period of one year after the termination hereof, Adviser will maintain comprehensive general
liability coverage and will carry a fidelity bond covering it and each of its employees and
authorized agents with limits of not less than those considered commercially reasonable and
appropriate under current industry practices. Adviser shall promptly notify Manager of any
termination of said coverage.
8. CONFIDENTIALITY. Each party to this Agreement shall keep confidential any
nonpublic information concerning the other party and will not use or disclose such information
for any purpose other than the performance of its responsibilities and duties hereunder,
unless the
non-disclosing party has authorized such disclosure or if such disclosure is expressly
required or
requested by applicable federal or state regulatory authorities. Nonpublic information shall
not
include information a party to this Agreement can clearly establish was (a) known to the party
prior to this Agreement; (b) rightfully acquired by the party from third parties whom the
party
reasonably believes are not under an obligation of confidentiality to the other party to this
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Agreement; (c) placed in public domain without fault of the party or its affiliates; or (d)
independently developed by the party without reference or reliance upon the nonpublic information.
9. TERM OF AGREEMENT. This Agreement shall become effective as of the date
first written above and shall continue in effect until termination of the Interim Agreement.
This
Agreement is terminable, without penalty, at any time, by the Manager, by the Board, or by
vote
of holders of a majority (as defined in the 0000 Xxx) of the Portfolio’s shares; or on 60
days’
written notice by the Adviser, and will terminate five business days after the Adviser
receives
written notice of the termination of the Interim Management Agreement between the Trust and
the Manager. This Agreement also will terminate automatically in the event of its assignment
(as
defined in the 1940 Act).
10. REPRESENTATIONS OF ADVISER. The Adviser represents, warrants, and
agrees as follows:
A. The Adviser: (i) is registered as an investment adviser under the Advisers
Act and will continue to be so registered for so long as this Agreement remains in effect;
(ii) is
not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated
by
this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains
in
effect, any other applicable federal or state requirements, or the applicable requirements of
any
regulatory or industry self-regulatory organization, necessary to be met in order to perform
the
services contemplated by this Agreement; (iv) has the authority to enter into and perform the
services contemplated by this Agreement; and (v) will promptly notify the Manager of the
occurrence of any event that would disqualify the Adviser from serving as an investment
adviser
of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise. The Adviser
has provided the information about itself set forth in the Prospectus and has reviewed the
description of its operations, duties and responsibilities as set forth therein and
acknowledges that
they are true and correct and contain no material misstatement or omission, and it further
agrees
to inform the Manager and the Trust’s Administrator immediately of any material fact known to
the Adviser respecting or relating to the Adviser that is not contained in the Prospectus, or
of any
statement contained therein which becomes untrue in any material respect.
B. The Adviser has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the 1940 Act and, if it has not already done so, will provide
the
Manager and the Trust with a copy of such code of ethics. On at least an annual basis, the
Adviser will comply with the reporting requirements of Rule 17j-1, which may include (i)
certifying to the Manager that the Adviser and its Access Persons have complied with the
Adviser’s Code of Ethics with respect to the Allocated Assets and (ii) identifying any
material
violations which have occurred with respect to the Allocated Assets. Upon the reasonable
request
of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine
the
reports required to be made by the Adviser pursuant to Rule 17j-1 and all other records
relevant to
the Adviser’s code of ethics.
C. Adviser has adopted and implemented written policies and procedures, as
required by Rule 206(4)-7 under the Advisers Act, which are reasonably designed to prevent
violations of federal securities laws by the Adviser, its employees, officers and agents.
Upon
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reasonable request, Adviser shall provide the Manager with access to the records relating to such
policies and procedures as they relate to the Allocated Assets. Adviser will also provide, at the
reasonable request of the Manager, periodic certifications, in a form reasonably acceptable to the
Manager, attesting to such written policies and procedures.
D. The Adviser has provided the Manager and the Trust with a copy of its
registration under the Advisers Act on Form ADV as most recently filed with the SEC and
hereafter will furnish a copy of its annual amendment to the Manager. The statements contained
in the Adviser’s registration on Form ADV are true and correct in all material respects and do
not
omit to state any material fact required to be stated therein or necessary in order to make
the
statements therein not misleading. The Adviser agrees to maintain the completeness and
accuracy of its registration on Form ADV in accordance with the Advisers Act. The Adviser
acknowledges that it is an “investment adviser” to the Fund with respect to the Allocated
Assets
within the meaning of the 1940 Act and the Advisers Act.
E. The Adviser confirms that neither it nor any of its “affiliated persons”, as
defined in the 1940 Act, are affiliated persons of: (i) the Manager, (ii) any other adviser
to the
Portfolio or any affiliated person of such adviser; (iii) Citigroup Global Markets Inc, the
distributor for the Trust; or (iv) any trustee or officer of the Trust.
11. PROVISION OF CERTAIN INFORMATION BY ADVISER. The Adviser will promptly notify the Manager
(1) in the event the SEC or other governmental authority has censured the Adviser; placed
limitations upon its activities, functions or operations; suspended or revoked its registration,
if any, as an investment adviser; or has commenced proceedings or an investigation that may result
in any of these actions or (2) upon having a reasonable basis for believing that the Portfolio has
ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the
Code. The Adviser further agrees to notify the Manager promptly of any material fact known to the
Adviser respecting or relating to the Adviser that is not contained in the Prospectus, and is
required to be stated therein or necessary to make the statements therein not misleading, or of
any statement contained therein that becomes untrue in any material respect. As reasonably
requested by the Trust on behalf of the Trust’s officers and in accordance with the scope of
Adviser’s obligations and responsibilities contained in this Agreement, Adviser will provide
reasonable assistance to the Trust in connection with the Trusts’s compliance with the
Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated by the SEC thereunder, and Rule 38(a)-1 of the 1940 Act. Such assistance shall include, but not be limited to, (i) certifying
periodically, upon the reasonable request of the Trust, that it is in compliance with all
applicable “federal securities laws”, as required by
Rule 38a-1 under the 1940 Act, and Rule
206(4)-7 under the Advisers Act; (ii) facilitating and cooperating with third-party audits
arranged by the Trust to evaluate the effectiveness of its compliance controls; (iii) providing
the Trust’s chief compliance officer with direct access to its compliance personnel; (iv)
providing the Trust’s chief compliance officer with periodic reports and (v) promptly providing
special reports in the event of compliance problems. Further, Adviser is aware that: (i) the Chief
Executive Officer (Principal Executive Officer) and Treasurer/Chief Financial Officer (Principal
Financial Officer) of the Trust (collectively, “Certifying Officers”) are required to certify the
Trust’s periodic reports on Form N-CSR pursuant to Rule 30a-2 under the 1940 Act; and (ii) the
Certifying Officers must rely upon certain matters of fact generated by Adviser of which they do
not have firsthand knowledge. Consequently, Adviser has in place and has observed procedures
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and controls that are reasonably designed to ensure the adequacy of the services provided to the
Trust under this Agreement and the accuracy of the information prepared by it and which is
included in the Form N-CSR, and shall provide certifications to the Trust to be relied upon by the
Certifying Officers in certifying the Trust’s periodic reports on Form N-CSR, in a form
satisfactory to the Trust.
12. PROVISION OF CERTAIN INFORMATION BY THE MANAGER. The
Manager will promptly notify the Adviser (1) in the event that the SEC has censured the
Manager or the Trust; placed limitations upon either of their activities, functions, or
operations;
suspended or revoked the Manager’s registration as an investment adviser; or has commenced
proceedings or an investigation that may result in any of these actions and (2) upon having a
reasonable basis for believing that the Portfolio has ceased to qualify or might not qualify
as a
regulated investment company under Subchapter M of the Code.
13. AMENDMENT OF AGREEMENT. No provision of this Agreement may be
changed, waived, discharged, or terminated orally, but only by an instrument in writing signed
by both parties.
14. LIMITATION OF LIABILITY. The Manager and Adviser agree that the
obligations of the Trust under this Agreement shall not be binding upon any of the Board
members, shareholders, nominees, officers, employees or agents; whether past, present or
future,
of the Trust individually, but are binding only upon the assets and property of the Portfolio,
as
provided in the Trust Agreement. The execution and delivery of this Agreement have been duly
authorized by the Manager and the Adviser, and signed by an authorized officer of each acting
as
such.
15. MISCELLANEOUS.
A. GOVERNING LAW. This Agreement shall be construed in accordance
with the laws of the State of New York, without giving effect to the conflicts of laws
principles
thereof, and with the 1940 Act. To the extent that the applicable laws of the State of New
York
conflict with the applicable provisions of the 1940 Act, the latter shall control.
B. CHANGE IN CONTROL. The Adviser will notify the Manager of any
change of control of the Adviser, including any change of its general partners or 25%
shareholders or 25% limited partners or 25% members, as applicable, in each case prior to or
promptly after such change. In addition the Adviser will notify the Manager of any changes in
the key personnel who are either the portfolio manager(s) of the Allocated Assets or senior
management of the Adviser as soon as practicable after such change.
C. CAPTIONS. The captions contained 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.
D. ENTIRE AGREEMENT. This Agreement represents the entire agreement
and understanding of the parties hereto and shall supersede any prior agreements between the
parties relating to the subject matter hereof.
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E. DEFINITIONS. Any question of interpretation of any term or provision
of this Agreement having a counterpart in or otherwise derived from a term or provision of the
1940 Act shall be resolved by reference to such term or provision of the 1940 Act and to
interpretations thereof, if any, by the United States courts or, in the absence of any
controlling
decision of any such court, by rules, releases or orders of the SEC validly issued pursuant to
the
Act. As used in this Agreement, the terms “majority of the outstanding voting securities,”
“affiliated person,” “interested person,” “assignment,” “broker,” “investment adviser,” “net
assets,” “sale,” “sell,” and “security” shall have the same meaning as such terms have in the
1940
Act, subject to such exemptions as may be granted by the SEC by any rule, release or order.
Where the effect of a requirement of the federal securities laws reflected in any provision of
this
Agreement is made less restrictive by a rule, release, or order of the SEC, whether of special
or
general application, such provision shall be deemed to incorporate the effect of such rule,
release,
or order.
F. NOTICES. Any notice herein required is to be in writing and is deemed
to have been given to Adviser or Manager upon receipt of the same at their respective
addresses
set forth below. All written notices required or permitted to be given under this Agreement
will
be delivered by personal service, by postage mail return receipt requested or by facsimile
machine
or similar means of delivery that provide evidence of receipt.
All notices to Manager shall be sent to:
The Consulting Group
c/o Citigroup Investment Advisory Services LLC.
000 Xxxxxxxxx Xxx
Xxx Xxxx, XX 00000
Fax: (000) 000-0000
Attention: Xxxxxx Xxxxxxxxx
Title: Assistant Secretary
c/o Citigroup Investment Advisory Services LLC.
000 Xxxxxxxxx Xxx
Xxx Xxxx, XX 00000
Fax: (000) 000-0000
Attention: Xxxxxx Xxxxxxxxx
Title: Assistant Secretary
All notices to Adviser shall be sent to:
Rutabaga Capital Management LLC
00 Xxxxx Xxxxxx
0xx Xxxxx
Xxxxxx, XX 00000
Fax: (000) 000-0000
Attention: Xxxxx X. Xxxxxxxxxx
Title: President
00 Xxxxx Xxxxxx
0xx Xxxxx
Xxxxxx, XX 00000
Fax: (000) 000-0000
Attention: Xxxxx X. Xxxxxxxxxx
Title: President
G. DELIVERY OF FORM ADV. The Manager acknowledges receipt of the
Adviser’s Form ADV more than 48 hours prior to the execution of this Agreement.
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If the terms and conditions described above are in accordance with your understanding, kindly
indicate your acceptance of this Agreement by signing and returning to us the enclosed copy of this
Agreement.
| THE MANAGER: CITIGROUP INVESTMENT ADVISORY SERVICES, LLC |
||||
| By: | /s/ Xxxxxxx Xxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxx | |||
| Title: | COO-CGCM Funds | |||
| THE SUB-ADVISER: RUTABAGA CAPITAL MANAGEMENT LLC |
||||
| By: | /s/ Xxxxx X. Xxxxxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxxxxx | |||
| Title: | President | |||
11
APPENDIX A
FEE SCHEDULE
For the services provided by Adviser to the Allocated Assets, pursuant to the attached Interim
Investment Advisory Agreement, the Adviser will be paid a fee by the Escrow Agent, computed daily
and payable monthly, based on the average daily net assets of the Allocated Assets at the following
annual rates of the average daily net assets of the Allocated Assets as determined by the Trust’s
accounting agent:
| PORTFOLIO | RATE | |||
Small Capitalization Value Equity Investments |
0.50 | % | ||
