MORGAN STANLEY PATHWAY FUNDS
October 12, 2022
ClearBridge Investments LLC.
620 8th Avenue, 48th floor
New York, NY 10018
Fax: 877-638-5508
Attention: General Counsel
Subject: Morgan Stanley Pathway Funds Amendment to Investment Advisory Agreement
Dear General Counsel:
In connection with the Investment Advisory Agreement (the Agreement) dated November 20th, 2017, and as amended from time to time, between Consulting Group Advisory Services LLC (the Manager) and ClearBridge Investments LLC. (the Adviser) on behalf of the Morgan Stanley Pathway Funds (f/k/a Consulting Group Capital Markets Funds) and in addition to those terms and conditions stated therein, the Manager and Adviser agree to the following:
Effective as of November 1st 2022 (the Effective Date):
| 1. | Appendix A to the Agreement is hereby deleted and replaced in its entirety with the updated version of Appendix A attached hereto. Commencing as of the Effective Date, all references to the term Agreement shall mean the Agreement, as amended hereby. |
All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.
If the terms and conditions described above are in accordance with your understanding, kindly indicate your acceptance of this Amendment by signing and returning to us the enclosed copy.
| THE MANAGER | THE ADVISER | |||||||
| CONSULTING GROUP ADVISORY SERVICES LLC | CLEARBRIDGE INVESTMENTS, LLC. | |||||||
| By: |
|
By: |
| |||||
| Name: | Robert Garcia | Name: | Cynthia K. List | |||||
| Title: | Chief Operating Officer | Title: | CFO | |||||
Page 1
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 Trusts accounting agent:
| PORTFOLIO |
ASSETS |
RATE | ||
| Morgan Stanley Pathway Funds - Large Cap Equity Fund (Clearbridge - Large Cap Growth) |
All Assets | 30bps |