CONSULTING GROUP CAPITAL MARKETS FUNDS INVESTMENT ADVISORY AGREEMENT
Exhibit (d)(17)
INVESTMENT ADVISORY AGREEMENT, effective as of the 28th day of October, 2009, between
Consulting Group Advisory Services LLC (the “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 entered into a Management Agreement dated as of October 28, 2009 (the
“Management Agreement”) with Consulting Group Capital Markets 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, (the “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, (the “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 engagement 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 the 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. |
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:
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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 to Manager a list of its affiliated broker-dealers, 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, 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.
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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 N-PX. 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 hereby approves of all uses of its or 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 hereby approves of all uses of
its name which merely refer in accurate terms to the appointment of the
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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 business, 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. The Manager 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.
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.
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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 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 the current industry
practices. Adviser shall promptly notify Manager of any reduction to or 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 compelled by subpoena
or 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 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 of its execution
and shall continue in effect for a period of two years from the date of execution. Thereafter,
this Agreement shall continue automatically for successive annual periods, provided such
continuance is specifically approved at least annually by (i) the Board or (ii) a vote of a
“majority” (as defined in the 0000 Xxx) of the Portfolio’s outstanding voting securities, provided
that in either event the continuance also is approved by a majority of the Board who are not
“interested persons” (as defined in the 0000 Xxx) of any party to this Agreement, by vote cast in
person at a meeting called for the purpose of voting on such approval. 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 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:
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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 (the “Adviser Information”) and
acknowledges that the Adviser Information is true and correct, contains no material misstatement of
fact and does not omit any material fact necessary to make the statements therein not misleading.
The Adviser 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. In the
event the Adviser has identified to the Manager a material violation that has occurred with respect
to the Allocated Assets, the Adviser agrees to promptly provide to the Manager such information as
the Manager may reasonably request in connection therewith.
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 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 facts
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
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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 38a-1 of the 1940 Act. Such
assistance shall include, but is not 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-l 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, the
“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 will observe procedures 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, to the knowledge of the Manager, 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.
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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 in 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 any 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.
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 1940 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.
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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 Consulting Group Advisory Services LLC
000 Xxxxxxxxx Xxx
Xxx Xxxx, XX 00000
Fax: (000) 000-0000
Attention: General Counsel
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
The Consulting Group
c/o Consulting Group Advisory Services LLC
000 Xxxxxxxxx Xxx
Xxx Xxxx, XX 00000
Fax: (000) 000-0000
Attention: General Counsel
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
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: | ||||||||
| CONSULTING GROUP ADVISORY SERVICES LLC | ||||||||
| By: | /s/ XXXXXXX XXXXXXXX | |||||||
| Name: Xxxxxxx Xxxxxxxx | ||||||||
| Title: COO — CGCM Funds | ||||||||
| THE ADVISER: | ||||||||
| RUTABAGA CAPITAL MANAGEMENT LLC | ||||||||
| By: | /s/ XXXXX X. XXXXXXXXXX | |||||||
| Name: Xxxxx X. Xxxxxxxxxx | ||||||||
| Title: President | ||||||||
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APPENDIX A
FEE SCHEDULE
For the services provided by Adviser to the Allocated Assets, pursuant to the attached Investment
Advisory Agreement, the Manager will pay the Adviser a fee, 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
|
[Redacted per exemption] |
