MANAGED DURATION INVESTMENT ADVISORY GRADE MUNICIPAL
FUND INVESTMENT ADVISORY AGREEMENT
AGREEMENT made by and between Managed Duration Investment
Grade Municipal FUND, a Delaware statutory trust
herinafter called the Fund and Cutwater Investor
Services corp a Delaware corporation herinafter called
the Investment Advisor
Witnesseth Whereas the Fund has been organized and operates
as an investment company registered under the Investment
Company Act of 1940 as amended the 1940 Act and engages
in the business of investing and reinvesting its assets
in securities and the Investment Adviser is a registered
investment adviser under the Investment Advisers Act of
1940 as amended the Advisers Act and engages in the business
of providing investment management services and
Whereas the Fund has selected the Investment Adviser
to serve as the ivestment adviser for the Fund and
Whereas a majority of the members of the Board of Trustees
of the Fund including a majority of the independent trustees
at an in person Board of Trustess meeting held on October 28
2014 called for the purpose of voting on approval of the
Agreement approved this Agreement such approval to be
effective as of January 2 2015
Now therefore in consideration of the mutual covenants herein
contained and each of the parties hereto intending to be legally
bound it is agreed as follows
The Fund hereby employs the Investment Adviser to manage
the investment and reinvestment of the Funds assets and to
administer its affairs subject to the direction of the Board
of Trustees and officers of the Fund for the period and on the
terms hereinafter set forth The Investment Adviser hereby accepts
such employment and agrees during such period to render the services
and assume the obligations herein set forth for the compensation herein
provided The Investment Adviser shall for all purposes herein be deemed
to be an independent contractor and shall unless otherwise expressly
provided and authorized have no authority to act for or to represent
the Fund in any way or in any way be deemed an agent of the Fund
The Investment Adviser shall regularly make decisions as to what securities
to purchase and sell on behalf of the Fund with such information and
reports regarding the Funds investments as Investment Adviser deems
appropriate or as the Trustees of the Fund may reasonably request
Subject to compliance with the requirements of the 1940 Act the
Investment Adviser may retain as a sub adviser to the Fund as the
Investment Advisers own expense any investment adviser registered
under the Advisers Act
The Fund shall conduct its own business and affairs and shall bear
the expenses and salaries necessary and incidental thereto including
but not in limitation of the foregoing the costs incurred in the
maintenance of its exitence the maintenance of its own books
records and procedures dealing with its own shareholders the
payment of dividends transfer of shares including issuance
redemmption and repurchase of shares preparation of share
certificates reports and notices to shareholders calling and
holding of shareholder meetings miscellaneous office expenses
brokerage commissions custodian fees legal and accouting
fees and taxes Officers and employees of the Investment Adviser
may be trustees directors officers and employees of the funds of
which the Investment Adviser serves as investment adviser Officers
and employees of the Investment Adviser who are trustees officers and
or employees of the Fund shall not receive any compensation from the
Fund for acting in such dual capacity
In the conduct of the respective businesses of the parties hereto and
in the performance of the Agreement the Fund and Investment Adviser may
share facilities common to each with appropriate proration of expenses
between them
The Invesment Adviser shall place and execute Fund orders for the
purchase and sale of portfolio securities with broker dealers Subject
to the primary objective of obtaining the best available prices and
execution the Investment Adviser will place orders for the purchase
and sale of portfolio securities for the Fund with such broker
dealerss as it may select from time to time including brokers
who provide statistical factual and financial information and services
to the Fund to the Investment Adviser or to any other
fund for which the Investment Adviser provides investment advisory services
and or with broker dealers who sell shares of the FUnd or who sell shares
of any other fund for which the INvestment Adviser provides investment
advisory services Broker dealers who sell shares of the funds of which
the INvestment adviser shall only receive orders for the purchase
or sale of portfolio securities to the extent that the placing of
such orders is in compliance with the Rules of the Securities
and Exchange Commission and th National Association of
Securities Dealers Inc
Notwithstanding the provisions of subparagraph above and subject
to such policies and procedures as may be adopted by the Board
of Trustees and officers of the Fund the Investment Adviser is authorized
to pay a member of an exchange broker or dealer an amount of
commission for effecting a securities transaction in excess
of the amount of commission another member of an exchange broker
or dealer would have charged for effecting that transaction in such
instances where the Investment Adviser has determined in good faith
that such amount of commission was reasonable in relation to the
value of the brokerage and research services provided by such
member broker or dealer viewed in terms of either that particular
transaction or the Investment Advisers oversall responsibilities
with respect to the Fund and to other funds for which the
Investment Adviser exercises investment discretion
As compensation for the services to be rendered to the Fund
by the Investment Adviser under the provisions of this
Agreement the Fund shall pay to the Investment Adviser
from the Funds assets on the last day in each month on which
the New York Stock exchange is open for trading a fee at the
annual rate of .39 or 1 percent of the Funds average net
assets for each trading day of the Fund during such month
including assets acquired from the sale of any preferred shares
plus the proceeds of any outstanding borrowings used for
financial leverage provided that the liquidation
preference of any outstanding preferred shares issued by
the Fund other than accumulated dividends shall not be
considered a liability for the purposes of determining the Funds
net assets.
If this agreement shall become effective subsequent to the First
day of the month or shall terminate before the last day of the
month the Investment Advisers compensation for such fraction
of the month shall be determined by applying the foregoing
percentage to the average of the weekly net asset values
of the Fund during such fraction of a month or if none
to the net asset value of the Fund as calculated on the last day
of the preceding month on which the New York Stock Exchange was open
for trading and in the proportion that such fraction of a month
bears to the entire month
If this Agreement is terminated prior to the end of any calendar
month the management fee shall be prorated for the portion of any
month in which this Agreement is in effect according to the
proportion which the number of calendar days during which
the Agreement is in effect bears to the number of calendar
days in the month and shall be payable with 10 days after
the date of termination
THe services to be rendered by the Investment Adviser to
the Fund under the provisions of the Agreement are not to
be deemed to be exclusive and the Investment Adviser shall
be free to render similar or different services to others
so long as its ability to render services provided for in
this Agreement shall not be impaired thereby
The Investment Adviser its officers employees and agents
may engage in other businesses may render investment
advisory services to other investment companies or
to any other corporation association firm or individual
and may render underwriting services to the Fund or to
any other investment company corporation association
firm or individual
In the absence of willful misfeasance bad xxxxx xxxxx
negligence or a reckless disregard of the performance
of duties of the Invesment Adviser to the Fund the
Invesment Adviser shall not be subject to liabilities
to the Fund or to any shareholder of the Fund for any
action or omission in the course of or connected with
rendering services hereunder or for any losses that
may be sustained in the purchase holding or sale of any
security or otherwise
This Agreement shall be executed and become effective as
of the date written below It shall continue in effect
until June 30 2016 and it may be renewed thereafter only so
long as such renewal and continuance is specifically approved
at least annually by the Board of Trustees or by vote of a
majority of the outstanding voting securities of the Fund
and only if the terms and the renewal hereof have been approved
by the vote of a majority of the Trustees of the Fund who are not
parties hereto or interested persons of any such party cast in
person at a meeting called for the purpose of voting on such
approval No ammendment to this Agreement shall be effective unless
the terms thereof have been approved by the vote of a majority
of the outstanding voting securities of the Fund and by the vote
of a majority of Trustees of the Fund who are not parties to the
Agreement or interested persons of any such party cast in person at
a meeting called for the purpose of voting on such approval
Notwithstanding the foregoing this Agreement may be terminated by
the Fund at any time without the payment of a penalty on sixty
days written notice to the Investment Adviser of the Funds
intention to do so pursuant to action by the Board of
Trustees of the Fund or pursuant ot a vote of a majority
of the outstanding voting securities of the Fund The
Investment Adviser may terminate this Agreement at any
time without the payment of penalty on sixty days written
notice to the Fund of its intention to do so Upon
termination of this Agreement the obligations of all of the
parties hereunder shall cease and terminate as of the date
of such termination except for any obligation to respond for
a breach of the Agreement committed prior to such
termination and except for the obligation of the Fund to
pay to the Investment Adviser the fee provided in
Paragraph 4 hereof prorated to the date of termination
This Agreement shall automatically terminate in the event
of its assignment
This Agreement shall extend to and bind the heirs executors
administrators and successors of the parties hereto
For the purposes of this Agreement the terms vote of a
majority of the outstanding voting securities
interested persons and assignment shall have the meaning
defined in the 1940 Act
In Witness Whereof the parties hereto have caused this
Agreement to be signed by their duly authorized officers
as of January 2 2015
MANAGED DURATION MUNICIPAL INVESTMENT GRADE MUNICIPAL FUND
cUTWATER INVESTOR SERVICES CORP
