AMENDMENT TO INVESTMENT ADVISORY AGREEMENT dated February 1, 2005 between CITIGROUP INVESTMENT ADVISORY SERVICES and DELAWARE MANAGEMENT COMPANY, a series of Delaware Management Business Trust
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
dated February 1, 2005
between
CITIGROUP INVESTMENT ADVISORY SERVICES
and DELAWARE MANAGEMENT COMPANY,
a series of Delaware Management Business Trust
dated February 1, 2005
between
CITIGROUP INVESTMENT ADVISORY SERVICES
and DELAWARE MANAGEMENT COMPANY,
a series of Delaware Management Business Trust
This Amendment is made this 29th day of JULY, 2008, by and between Citigroup Investment
Advisory Services (formerly Xxxxx Xxxxxx Fund Management, LLC) (the “Manager”), and Delaware
Management Company, a series of Delaware Management Business Trust (the “Adviser”).
WITNESSETH:
WHEREAS, the Manager has entered into a Management Agreement dated as of the first day of
December, 2005 (the “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”);
and
WHEREAS, the Manager and the Adviser have entered into an investment sub-advisory agreement
effective as of February 1, 2005 (the “Agreement”); and
WHEREAS, the Manager and the Adviser have determined to amend certain terms of the Agreement
to exempt certain persons from the Investment Company Act’s restrictions on affiliated transactions
pursuant to the Securities and Exchange Commission’s rules and regulations; and
WHEREAS, the Manager and the Adviser desire to memorialize the amendment to the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and intending
to be legally bound, the Agreement shall be amended as follows:
1. | Section 2 of the Agreement, is hereby amended by adding the following paragraph as paragraph (e): |
(e) 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.
2. | Except as provided herein, the terms and conditions contained in the Agreement shall remain in full force and effect. |
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the
date set forth above.
CITIGROUP INVESTMENT | DELAWARE MANAGEMENT | |||||||||
ADVISORY SERVICES | COMPANY, a series of Delaware | |||||||||
Management Business Trust | ||||||||||
By:
|
/s/ Xxxxxxx Xxxxxxxx | By: | /s/ Xxxx X. X. Xxxxxxxx | |||||||
Name:
|
Xxxxxxx Xxxxxxxx | Name: | Xxxx X. X. Xxxxxxxx | |||||||
Title:
|
Chief Operating Officer | Title: | Executive Vice President | |||||||
Citigroup Investment Advisory Services Inc. | ||||||||||
000 0xx Xxxxxx — 00xx Xx. | ||||||||||
Xxx Xxxx, XX 00000 | ||||||||||
Fax: (201)604 — 2178 |