Morgan Stanley Pathway Funds Sample Contracts

CONSULTING GROUP CAPITAL MARKETS FUNDS INVESTMENT ADVISORY AGREEMENT
Consulting Group Capital Markets Funds • December 23rd, 2002 • New York
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CONSULTING GROUP CAPITAL MARKETS FUNDS INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • October 30th, 2006 • Consulting Group Capital Markets Funds • New York
CONSULTING GROUP CAPITAL MARKETS FUNDS INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 23rd, 2002 • Consulting Group Capital Markets Funds • New York
CONSULTING GROUP CAPITAL MARKETS FUNDS INVESTMENT ADVISORY AGREEMENT
Consulting Group Capital Markets Funds • October 30th, 2006 • New York
CONSULTING GROUP CAPITAL MARKETS FUNDS AMENDMENT NO. 16 TO MASTER TRUST AGREEMENT
Master Trust Agreement • October 30th, 2006 • Consulting Group Capital Markets Funds
Exhibit 6j CONSULTING GROUP CAPITAL MARKETS FUNDS INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 27th, 2004 • Consulting Group Capital Markets Funds • New York
MORGAN STANLEY PATHWAY FUNDS INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 21st, 2023 • Morgan Stanley Pathway Funds • New York

INVESTMENT ADVISORY AGREEMENT, effective as of the 20th day of November 2023, between Consulting Group Advisory Services LLC (the “Manager”), a limited liability company organized and existing under the laws of the State of Delaware, and Principal Global Investors, LLC (“Adviser”), a limited liability company organized and existing under the laws of the State of Delaware.

TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement • December 29th, 2006 • Consulting Group Capital Markets Funds • New York

AGREEMENT, dated as of January 1, 2006 by and between each of the investment companies listed on Schedule A hereto, as amended from time to time (each a “Fund” and collectively the “Funds”) and each having its principal place of business at 125 Broad Street, New York, New York 1004 and PFPC, Inc. (“Transfer Agent”), a Massachusetts corporation with principal offices at 301 Bellevue Parkway, Wilmington, Delaware 19809.

CONSULTING GROUP CAPITAL MARKETS FUNDS INVESTMENT ADVISORY AGREEMENT May 12, 2000
Investment Advisory Agreement • October 26th, 2007 • Consulting Group Capital Markets Funds • New York
ALLOCATION AGREEMENT AMONG JOINTLY INSURED PARTIES Joint Fidelity Bond
Allocation Agreement • November 30th, 2023 • Morgan Stanley Pathway Funds

THIS ALLOCATION AGREEMENT AMONG JOINTLY INSURED PARTIES (the “Agreement”), is effective as of this 1st day of October, 2012, by and between the Consulting Group Capital Markets Funds (the “Trust”), an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”) on behalf of its series, and Consulting Group Advisory Services LLC (“CGAS”), an investment adviser registered under the Investment Advisers Act of 1940 (the “Advisers Act”). The aforementioned parties are collectively referred to as the “Joint Insureds” for purposes of this Agreement.

CONSULTING GROUP CAPITAL MARKET FUNDS INTERIM INVESTMENT ADVISORY AGREEMENT
Interim Investment Advisory Agreement • October 30th, 2009 • Consulting Group Capital Markets Funds • New York

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.

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 29th, 2017 • Consulting Group Capital Markets Funds • New York

AGREEMENT made this 20th day of December, 2017, by and between Consulting Group Capital Markets, a Massachusetts business trust (the “Trust”), and Consulting Group Advisory Services LLC (the “Adviser”).

CONSULTING GROUP CAPITAL MARKETS FUNDS INVESTMENT ADVISORY AGREEMENT
Funds Investment Advisory Agreement • December 23rd, 2002 • Consulting Group Capital Markets Funds • New York
CONSULTING GROUP CAPITAL MARKETS FUNDS SECOND AMENDED AND RESTATED MASTER TRUST AGREEMENT December 17, 2015
Master Trust Agreement • December 29th, 2015 • Consulting Group Capital Markets Funds • Massachusetts

THIS SECOND AMENDED AND RESTATED DECLARATION OF TRUST is made by the Trustees on this 17th day of December, 2015, and amends and restates in its entirety the Amended and Restated Master Trust Agreement of this Trust dated December 19, 2013. This Amended and Restated Declaration of Trust is to be effective as of December 17, 2015.

CONSULTING GROUP CAPITAL MARKETS FUNDS INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 29th, 2009 • Consulting Group Capital Markets Funds • New York

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 Newgate Capital Management LLC (“Adviser”), a limited liability company organized and existing under the laws of the State of Delaware.

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CONSULTING GROUP CAPITAL MARKETS FUNDS AMENDMENT NO. 10 TO MASTER TRUST AGREEMENT
Master Trust Agreement • July 29th, 2002 • Consulting Group Capital Markets Funds
CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • October 26th, 2007 • Consulting Group Capital Markets Funds

THIS AGREEMENT is made as of January 1, 2007 by and among Consulting Group Capital Markets (“CGCM”), an investment company registered under the 1940 Act (as defined below) (the “Fund”) on behalf of each of its portfolios identified on Exhibit A (each a “Portfolio” and collectively the “Portfolios”) (together with each Portfolio thereof made subject to this Agreement in accordance with Section 13(c) below, and Brown Brothers Harriman, a New York limited partnership (the “Custodian”).

ADMINISTRATION AGREEMENT
Administration Agreement • October 21st, 2011 • Consulting Group Capital Markets Funds • New York

Consulting Group Capital Market Funds (the “Trust”), a business trust organized under the laws of the State of Massachusetts confirms its Agreement (the “Agreement”) with Brown Brothers Harriman & Co., a New York limited partnership with an office in Boston, Massachusetts (the “Administrator”) effective January 1, 2011 (“Effective Date”), as follows:

FORM OF CONSULTING GROUP CAPITAL MARKET FUNDS INTERIM INVESTMENT ADVISORY AGREEMENT
Consulting Group Capital Markets Funds • October 30th, 2009 • New York

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 Schroder Investment Management North America Inc. (“Adviser”), a corporation organized and existing under the laws of the State of Delaware.

SUB-ADVISORY AGREEMENT FOR CONSULTING GROUP CAPITAL MARKETS FUNDS INTERNATIONAL EQUITY INVESTMENTS
Sub-Advisory Agreement • November 6th, 2007 • Consulting Group Capital Markets Funds • Delaware

THIS SUB-ADVISORY AGREEMENT is made as of this 27th day of August, 2007, between SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC., (“SIMNA”) a corporation organized under the laws of the State of Delaware with its principal place of business at 875 Third Avenue, 22nd Floor, New York 10022, and SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA LIMITED (“SIMNA Limited”) a UK corporation with its principal office and place of business at 31 Gresham Street, London, UK EC2V 7QA.

CONSULTING GROUP CAPITAL MARKETS FUNDS INVESTMENT ADVISORY AGREEMENT
Consulting Group Capital Markets Funds • December 29th, 2009 • New York

Under an agreement (the “Agreement”) between the Consulting Group Capital Markets Funds, a Massachusetts business trust (the “Trust”), and Consulting Group Advisory Services LLC, (the “Manager”), the Manager serves as the Trust’s investment manager and has the responsibility of evaluating, recommending, supervising and compensating investment advisers to each series of the Trust.

MORGAN STANLEY PATHWAY FUNDS AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED MASTER TRUST AGREEMENT
Master Trust Agreement • August 20th, 2024 • Morgan Stanley Pathway Funds

The undersigned, being all of the Trustees of Morgan Stanley Pathway Funds, an open-end investment management company established under Massachusetts law as a Massachusetts voluntary association (commonly known as a business trust) under a Third Amended and Restated Master Trust Agreement (the “Trust Agreement”), and being authorized by Article VII, Section 7.3 of the Trust Agreement to effect this amendment, do hereby amend, effective upon the signing of this instrument, the Trust Agreement as follows:

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