Exhibit (9)(11)
CONSULTING GROUP CAPITAL MARKETS FUNDS
AMENDMENT NO. 10
TO
MASTER TRUST AGREEMENT
AMENDMENT NO. 10 (the "Amendment") to the Master Trust Agreement dated
April 12, 1991 (the "Agreement") of Consulting Group Capital Markets Funds (the
"Trust"), made as of the 13th day of December, 2000.
WITNESSETH:
WHEREAS, Article VII, Section 7.3 of the Agreement provides that the
Agreement may be amended at any time, so long as such amendment does not
adversely affect the rights of any shareholder and so long as such amendment is
not in contravention of applicable law, including the Investment Company Act of
1940, as amended, by an instrument in writing signed by an officer of the Trust
pursuant to a vote of a majority of the Trustees; and
WHEREAS, on December 6, 2000, a majority of the Trustees voted to amend
Article V, Section 5.1 of the Agreement to permit a shareholder to authorize
another person or persons to act as a proxy for him or her via telephone or the
internet or any other means authorized by Massachusetts law, on any proposal
presented at any meeting of shareholders; and
WHEREAS, the undersigned has been duly authorized by the Trustees to
execute and file this Amendment No. 10 to the Agreement; and
NOW, THEREFORE, the Agreement is hereby amended as follows:
1. Article V, Section 5.1 of the Agreement is hereby amended to read in
pertinent part as follows:
"Section 5.1 Voting Powers. The Shareholders shall have power to vote only
(i) for the election or removal of Trustees as provided in Section 3.1, (ii)
with respect to any contract with a Contracting Party as provided in Section 3.3
as to which Shareholder approval is required by the 1940 Act, (iii) with respect
to any termination or reorganization of the Trust or any Sub-Trust to the extent
and as provided in Sections 7.1 and 7.2, (iv) with respect to any amendment of
this Declaration of Trust to the extent and as provided in Section 7.3 (v) to
the same extent as the stockholders of a Massachusetts business corporation as
to whether or not a court action, proceeding or claim should or should not be
brought or maintained derivatively or as a class action on behalf of the Trust
or any Sub-Trust thereof or the Shareholders (provided, however, that a
shareholder of a particular Sub-Trust shall not be entitled to a derivative or
class action on behalf of any other Sub-Trust (or shareholder of any other
Sub-Trust) of the Trust) and (vi) with respect to such additional matters
relating to the Trust as may be
required by the 1940 Act, this Declaration of Trust, the By-Laws or any
registration of the Trust with the Commission (or any successor agency) or any
state, or as the Trustees may consider necessary or desirable. There shall be no
cumulative voting in the election of Trustees. Shares may be voted in person or
by proxy. Shareholders may authorize another person or persons to act as a proxy
for him or her via telephone or the internet or any other means authorized by
Massachusetts law, on any proposal presented at any meeting of shareholders. A
proxy with respect to Shares held in the name of two or more persons shall be
valid if executed by any one of them unless at or prior to exercise of the proxy
the Trust receives a specific written notice to the contrary from any one of
them. A proxy purporting to be executed by or on behalf of a Shareholder shall
be deemed valid unless challenged at or prior to its exercise and the burden of
proving invalidity shall rest on the challenger. Until Shares are issued, the
Trustees may exercise all rights of Shareholders and may take any action
required by law, this Declaration of Trust or the By-Laws to be taken by
Shareholders."
The undersigned hereby certifies that the Amendment set forth above has
been duly adopted in accordance with the provisions of the Agreement.
IN WITNESS WHEREOF, the undersigned has hereto set her hands as of the day
and year first above written.
CONSULTING GROUP CAPITAL MARKETS FUNDS
By:___________________________________
Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Secretary