CUTWATER SELECT INCOME FUND
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made by and between CUTWATER SELECT INCOME
FUND, a Delaware statutory trust (hereinafter called the
"Fund"), and Cutwater Investor Services Corp., a Delaware
corporation (hereinafter called the "Investment Adviser").
W I T N E S S E T H:
WHEREAS, the Fund has been organized and operates as
an investment company registered under the Investment Company
Act of 1940 (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 (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 investment adviser for the Fund; and
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:
1. The Fund hereby employs the Investment Adviser to
manage the investment and reinvestment of the Fund's 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 and shall
record and implement such decisions and shall furnish the Board
of Trustees of the Fund with such information and reports
regarding the Fund's investments as the 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, at the Investment Adviser's own expense, any
investment adviser registered under the Advisers Act.
2. 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
corporate existence; the maintenance of its own books, records
and procedures; dealing with its own shareholders; the payment
of dividends; transfer of stock, including issuance, redemption
and repurchase of shares; preparation of share certificates;
reports and notices to shareholders; calling and holding of
shareholders' meetings; miscellaneous office expenses; brokerage
commissions; custodian fees; legal and accounting 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
directors, 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 this Agreement, the
Fund and Investment Adviser may share facilities common to each,
with appropriate proration of expenses between them.
3. (a) The Investment 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-
dealers 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. Broker-dealers who sell shares of the funds
of which the Investment Adviser is 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
National Association of Securities Dealers, Inc.
(b) Notwithstanding the provisions of
subparagraph (a) 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 Adviser's
overall responsibilities with respect to the Fund and to other
funds for which the Investment Adviser exercises investment
discretion.
4. 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 Fund's assets each month an investment advisory fee at
the annualized rate of 0.50% of the first $100,000,000 of the
net asset value of the Fund on the last day of such month and
0.40% of the net asset value of the Fund on the last day of such
month in excess of $100,000,000. The net asset value of the
Fund shall be defined as the total assets of the Fund, less its
liabilities, and shall be determined in accordance with any
instructions of the Board of Trustees.
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 Adviser's
compensation for such fraction of the month shall be determined
by applying the foregoing percentages 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.
5. The services to be rendered by the Investment
Adviser to the Fund under the provisions of this 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 the services provided for in
this Agreement shall not be impaired thereby.
6. 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.
7. In the absence of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the performance of
duties of the Investment Adviser to the Fund, the Investment
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.
8. This Agreement shall be executed and become
effective as of the date written below. The Agreement will
continue in effect for an initial term of two years from the
Effective Date (defined below) and may continue thereafter from
year to year if specifically approved at least annually by the
"vote of a majority of the outstanding voting securities" of the
Fund or by the Board and, in either event, by the vote of a
majority of the Trustees who are not parties to the Agreement or
interested persons of any such party, cast in person at a
meeting called for such purpose. No amendment to this Agreement
shall be effective unless the terms thereof have been approved
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 Fund's intention to do so, pursuant to
action by the Board of Trustees of the Fund or pursuant to 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 the parties hereunder
shall cease and terminate as of the date of such termination,
except for any obligation to respond for a breach of this
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.
9. This Agreement shall extend to and bind the
heirs, executors, administrators and successors of the parties
hereto.
10. 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 have caused this
Agreement to be signed on their behalf by their respective
officers thereunto duly authorized all as of January 2, 2015
(the "Effective Date").
Cutwater Select Income Fund
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
President
Cutwater Investor Services Corp.
By: /s/ Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxx
President
