EX-10.2






EXHIBIT 10.2




Execution Copy




DATED     July 22, 2008




TITANIUM ASSET MANAGEMENT CORP.




and




INTEGRA MANAGEMENT LIMITED




 




AMENDED AND RESTATED FEE ARRANGEMENTS


 







ORRICK, HERRINGTON & SUTCLIFFE

tower 42, level 35

25 old broad street

london ec2n 1hq

Tel +44 (0)20 7562 5000

Fax +44 (0)20 7628 0078

www.orrick.com




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	1.  Definitions
	 	 	1	 
	2.  Procurement of Clients
	 	 	3	 
	3.  Fee Amount
	 	 	3	 
	4.  Finders Fee
	 	 	3	 
	5.  Covenants
	 	 	4	 
	6.  Advisers Act Compliance
	 	 	5	 
	7.  Disclosures to Prospective Clients
	 	 	6	 
	8.  Miscellaneous
	 	 	6	 






 









 






	 	 	 
	DATED

	 	JULY 22, 2008





This AMENDED AND RESTATED FEE ARRANGEMENT, dated as of July 22, 2008, between (1) Titanium Asset
Management Corp., a Delaware corporation (the “Company”) on behalf of itself and its subsidiaries
from time to time (the “Group” and each such company a “Group Company”) and (2) Integra Management
Limited (“Integra”).



RECITALS





	(A)	 	WHEREAS, each Group Company (other than the Company) is a registered investment adviser
(“RIA”) with the U.S. Securities and Exchange Commission providing investment advisory and
related services to various clients, including separately managed equity and fixed income
accounts.
	 
	(B)	 	WHEREAS, (i) the Company and each Group Company wishes to appoint Integra as the Group’s
marketing agent to procure Clients (as hereinafter defined) for the Group in consideration of
which the relevant Group Company agrees to the Fee Amount (as hereinafter defined) payments
referred to in Clause 3 of this Agreement; and (ii) Integra confirms its acceptance of such
appointment by entering into this Agreement.
	 
	(C)	 	WHEREAS, Integra does not conduct any business that requires authorization by the FSA (as
defined below), the SEC (as defined below) or any other regulatory or governmental authority.
	 
	(D)	 	NOW, THEREFORE, in consideration of the terms and conditions and of the mutual covenants and
agreements herein contained and other valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the Parties do hereby covenant and agree as follows:
	 
	1.	 	Definitions
	 
	1.1	 	The terms defined in this Clause 1.1 have the defined meanings indicated below in this
Agreement:-
	 
	 	 	“Advisers Act” “means the U.S. Investment Advisers Act of 1940, as amended;
	 
	 	 	“Agreement” means this fee arrangement agreement, as amended and restated;
	 
	 	 	“AUM” means at any time, assets of a Client under management by a Group Company; in each
case as procured by Integra and with respect to which the Company or any Group Company, is
entitled to receive investment management and/or investment advisory fees (including
subadvisory fees);
	 
	 	 	“authorised persons ”such person as defined in the FSA Handbook, who is authorised for the
purposes of FSMA to carry out ‘regulated activity’;
	 
	 	 	“Business Day” means any day (other than Saturday or Sunday) on which the London Stock
Exchange is open for business;




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	 	 	“COBS” means the conduct of business sourcebook from 1 November 2007 setting out the rules
of the FSA for regulating the conduct of the business of ‘authorised persons’, and which
forms part of the FSA Handbook;
	 
	 	 	“Client” shall mean as defined in the FSA Handbook and shall include all investment
management, advisory or subadvisory clients introduced by Integra to any Group Company and
as agreed pursuant to the Client List, and such ‘Client’ enters into a Client Contract with
a Group Company;
	 
	 	 	“Client Contract” means as defined in Clause 2.1 and shall include all contracts entered
into after the date of this Agreement between a Group Company and each Client (upon terms
agreed by such parties and in accordance with applicable regulatory requirements) as
procured and introduced by Integra;
	 
	 	 	“Client List” means the list of prospective clients prepared by Integra and as agreed with
the Company (by signing the same) on a quarterly basis, commencing with the list of
prospective clients attached at Schedule 1 hereto;
	 
	 	 	“Disclosure Statement” has meaning ascribed to it in Clause 7.1;
	 
	 	 	“Fees” means all investment management and/or investment advisory fees (including
subadvisory fees) collected and received by any Group Company, (net of all fees, commissions
and sales expenses payable to distributors) in respect of AUM relating to the Client
Contracts;
	 
	 	 	“FSA” the Financial Services Authority, the regulator for the UK financial services industry
granted statutory powers by FSMA;
	 
	 	 	“FSA Handbook” a publication by the FSA which sets out all the rules and guidance made by
the FSA under the FSMA;
	 
	 	 	“FSMA” Financial Services and Markets Act 2000;
	 
	 	 	“Person” means a natural person, firm, partnership, association, corporation, company,
limited liability company, trust, business trust, Governmental Authority or other entity;
	 
	 	 	“regulated activity” such activity of a specified kind which is to be regulated under FSMA
and as defined in the FSA Handbook;
	 
	 	 	“SEC” means the United States Securities and Exchange Commission;
	 
	 	 	“subsidiary” means a corporation or other Person in which a Person owns or controls,
directly or indirectly, capital stock or other equity interests representing more than 50%
of the outstanding voting stock or other equity interests.
	 
	2.	 	Procurement of Clients 
	 
	2.1	 	Integra hereby agrees to act as agent on behalf of the Group in the introduction of
prospective clients (as included on the Client List) to a Group Company and such





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	 	 	prospective client engages a Group Company as their new RIA and enters into a new investment advisory,
subadvisory or other contract with such Group Company on terms to be agreed between such
Client and the Group Company (the “Client Contract”).






	2.2	 	The Company and Integra shall consult and agree with each other the contents of the Client
List each quarter commencing on the date hereof. Each such Client List shall be signed by the
Parties as being in an agreed form.
	 
	3.	 	Fee Amount 
	 
	3.1	 	In consideration of Integra introducing Clients to the Group, the Company hereby agrees to
procure that the relevant Group Company shall pay to Integra 30% of all Fees (the “Fee
Amount”) generated by such Group Company pursuant to the management of the assets the subject
of each of the Client Contracts with that Group Company.
	 
	3.2	 	The Fees shall be collected and received by the relevant Group Company and paid quarterly to
Integra by such Group Company in accordance with the Fee Amount above. Integra shall be
responsible for all associated taxes of whatsoever nature relating to the payment of any Fees
to it.
	 
	3.3	 	Integra hereby agrees that it shall be responsible for all travel, promotional and other
expenses incurred by it in connection with (i) the procurement and introduction of Client
Contracts; and (ii) with procuring a Target Business (as defined in Clause 4 below); unless
otherwise agreed by the Company from time to time.
	 
	3.4	 	The right of Integra to receive Fees shall continue throughout the duration of each such
Client Contract to which such Fees relate, regardless of whether this Agreement has
terminated; provided, however, that Integra has complied with its covenants
and obligations under this Agreement, including Clause 5.3.
	 
	3.5	 	If any dispute arises as to the amount of the Fees payable by a Group Company to Integra, the
same shall be referred to the Company’s auditors for settlement and their certificate shall be
final and binding on all Parties.
	 
	4.	 	Finders Fee
	 
	4.1	 	In the event Integra introduces any asset management business or company not based or
organized within the United States (“Target Business”) to the Company (and the Company is not
and has not been in discussions with such Target Business regarding its acquisition) and a
Group Company subsequently acquires such Target Business, the Company hereby agrees to pay to
Integra a finders fee (“Finders Fee”); provided, however, that Integra shall
have complied with its covenants and obligations under this Agreement, including Clause 5.3.
	 
	4.2	 	The Finders Fee shall be the sum of U.S.$250,000 and may be increased by mutual agreement
dependent upon various factors including, but not limited to, the value of the Target
Business, structure of the proposed transaction and AUM of the Target Business.




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	 	 	The timing and terms of payment of the Finders Fee shall be determined by mutual agreement of the
Parties, as soon as possible following the introduction of the Target
Business.
	 
	4.3	 	All of Integra’s activities related to identifying and introducing a Target Business,
including, but not limited to, contacts with a Group Company, shall take place outside of the
United States.
	 
	4.4	 	For the avoidance of doubt, the Finders Fee shall become due and payable (in accordance with
the terms agreed by the Parties pursuant to Clause 4.2) only upon successful completion of the
acquisition of such Target Business by a Group Company and upon satisfaction of the
requirements set forth in Clauses 4.1 and 4.3 hereof.
	 
	5.	 	Covenants
	 
	5.1	 	The Company will, as promptly as reasonably practicable, use commercially reasonable efforts
to take, or cause to be taken, all actions and to do, or cause to be done, all things
necessary, proper or advisable to fulfil its obligations under this Agreement and to assist
Integra in procuring the Client Contracts.
	 
	5.2	 	Integra will act in accordance with sound commercial principles in its relations with Clients
(potential or existing) and will do nothing which any Group Company considers could be
prejudicial to its or the Group’s goodwill or commercial interests.
	 
	5.3	 	Integra hereby warrants that, other than the general authorization to do business under local
U.K. laws, any business which it conducts does not require authorization under any applicable
laws, regulations or by any governmental authority, including, without limitation, FSMA, COBS,
the Advisers Act and the Securities Exchange Act of 1934, as amended, which relate to the
introductions of asset management business and the
solicitation of Clients and the procurement of the Client Contracts, including such laws
applicable to the Clients (including their country of incorporation).
	 
	5.4	 	Integra hereby warrants that it shall provide full disclosure to all prospective clients of
this Agreement and its entitlement to Fees hereunder.
	 
	5.5	 	There is not pending or, to the best of Integra’s knowledge, threatened any action, suit or
proceeding before or by any court or other governmental body or regulatory authority to which
Integra is or may be a party or any of its properties is or may be subject, and no event has
occurred relating to Integra that might render unavailable the compliance by a Group Company
with Advisers Act Rule 206(4)-3. Without limiting the generality of the foregoing:






	 	(a)	 	Integra: (i) neither is nor has been subject to any order, judgment or decree
issued by any court or other governmental body or regulatory authority; (ii) has not
been convicted of any crime; (iii) has not been subject to any litigation or proceeding
(including, but not limited to, civil actions and proceedings brought by any
governmental body or regulatory authority, self-regulatory agency or securities,





4









 






	 	 	 	commodities or futures exchange) relating to securities, commodities, banking,
insurance, real estate or other investment activities (including, but not limited to,
acting as or being associated with a broker-dealer, investment company, investment
adviser, futures sponsor, bank or savings and loan association); and (iv) has never had
any business license, permit or registration denied, revoked or suspended.
	 
	 	(b)	 	Integra is not a person: (i) subject to an order of the SEC under Section
203(f) of the Advisers Act, (ii) convicted within the previous 10 years of any felony
or misdemeanor involving conduct described in Section 203(e)(2)(A)-(D) of the Advisers
Act, (iii) who has ever been found by the SEC to have engaged, or has been convicted of
engaging, in any of the conduct specified in paragraph (1), (5) or (6) of Section
203(e) of the Advisers Act, or (iv) subject to an order, judgment or decree described
in Section 203(e)(4) of the Advisers Act.
	 
	 	(c)	 	Integra agrees that it shall promptly inform the Group if at any time it
becomes a person described in this Clause 5.5, and shall promptly return to the Group
any payments of compensation made hereunder subsequent to such time. If Integra
becomes subject to any event or condition that would make it ineligible under the
Advisers Act to receive cash solicitation fees from a Group Company, the Group Company
shall not be obligated to make any payment whatsoever otherwise required by this
Agreement unless and until Integra provides the Group with a written opinion of
counsel, in form and substance acceptable to the Group in the Group’s sole discretion,
that such payments would not result in any violation of any law or regulation.
	 
	 	(d)	 	The foregoing representations, warranties and covenants in this Clause 5.5
shall be continuing during the term of this Agreement and if at any time any event
shall
occur that could make any of the foregoing incomplete or inaccurate, Integra shall
immediately notify the Group of the occurrence of such event.






	6.	 	Advisers Act Compliance
	 
	6.1	 	As required by Rule 206(4)-3 under the Advisers Act, Integra shall perform its services
hereunder in a manner consistent with the instructions of the Group and the provisions of the
Advisers Act and the rules thereunder.
	 
	7.	 	Disclosures to Prospective Clients
	 
	7.1	 	Integra understands and agrees that, at the time it initially suggests to a prospective
client that such prospective client consider engaging a Group Company, Integra shall (a)
deliver to the prospective client (i) a complete and current copy of the relevant Group
Company’s Form ADV Part II, as required by Advisers Act Rule 206(4)-3, and (ii) a separate
written solicitor’s disclosure statement, as required by Advisers Act Rule 206(4)-3, in
substantially the form attached hereto as Exhibit A, as such form may be amended or
modified from time to time by the Group (the “Disclosure Statement”), and (b) obtain
from each prospective client a signed and dated Acknowledgment of Receipt





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	 	 	(in the form of Exhibit A attached hereto), which receipt shall be promptly forwarded to the relevant
Group Company.






	8.	 	Miscellaneous 
	 
	8.1	 	Confidentiality.






	 	(a)	 	The Company shall following the date of this Agreement be entitled to issue any
press release or any other public written statement or disseminate any public
communication through any form of media which includes information regarding this
Agreement.






	8.2	 	Fees and Expenses 






	 	(a)	 	Except as provided in any other provision of this Agreement, the Company shall
bear all expenses, costs and fees incurred by the Company in connection with this
Agreement, including, without limitation, all attorneys’ fees incurred by the Company.
	 
	 	(b)	 	Integra shall bear all expenses, costs and fees incurred by it in connection
with this Agreement, including, without limitation, (i) all attorneys’ fees incurred by
Integra, (ii) all expenses incurred by Integra in connection with preparing, executing
and delivering this Agreement and complying with it.






	8.3	 	Termination
	 
	 	 	This Agreement may be terminated by any of the Parties by giving 3 months written notice to
all other Parties.
	 
	8.4	 	Notices






	 	(a)	 	All notices, requests, demands and other communications made in connection with
this Agreement shall be in writing and shall be (x) mailed by first-class, registered
or certified mail, return receipt requested, postage prepaid, (y) transmitted by hand
delivery or nationally recognized overnight courier, or (z) sent by facsimile,
addressed as follows:






	 	 	 	if to the Company:
	 
	 	 	 	Titanium Asset Management Corp.

777 E. Wisconsin Avenue

Milwaukee, Wisconsin

53202

Attn: Mr. Nigel Wightman

US Fax: +(414) 765-1980
	 
	 	 	 	with copies to:




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	 	 	 	Orrick, Herrington & Sutcliffe

Tower 42, Level 35

25 Old Broad Street

London

EC2N 1HQ

Attn: Lena Hodge

Fax: +44(0)-207-628-0078






or, in each case, such other address as may be specified in writing to the Party giving
notice in accordance with this Section 6.4.




	 	(b)	 	All such notices, requests, demands and other communications shall be deemed to
have been received:






	 	(i)	 	if mailed by first-class, registered or certified mail, return
receipt requested, postage prepaid: on the fifth Business Day after mailing;
	 
	 	(ii)	 	if transmitted by hand delivery: on the day delivered;
	 
	 	(iii)	 	if sent prepaid by a nationally recognized overnight delivery
service: on the first Business Day after mailing; and
	 
	 	(iv)	 	if sent by facsimile and the transmitting Party receives a
transmission receipt dated the day of transmission in the recipient’s
jurisdiction: on the day of transmission.






	8.5	 	Headings and Section and Schedule References. The headings in this Agreement are for
convenience only and do not affect the Agreement’s meaning or interpretation. Unless otherwise
specified, references to a Section or Schedule in this Agreement are references to a Section
of, or Schedule or Exhibit to, this Agreement.






	8.6	 	Entire Agreement. This Agreement, together with the Schedule attached hereto and the Client
List from time to time, constitutes the entire agreement and supersedes all prior agreements
and understandings, both written and oral, between the Parties with respect to the subject
matter of this Agreement.






	8.7	 	Counterparts. This Agreement may be executed in several counterparts, each of which shall be
deemed an original and all of which shall together constitute one and the same instrument.






	8.8	 	Governing Law. This Agreement shall be governed in all respects (including as to validity,
interpretation and effect) by the laws of England and Wales. All disputes, controversies or
claims arising out of or in connection with this letter agreement, including any dispute,
controversy or claim relating to its breach, termination or validity, which cannot be amicably
resolved, shall be referred to and finally settled by arbitration. The seat of the arbitration
shall be London. Save for any Group Company, no person 




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	 	 	other than the parties hereto shall
have any right to enforce any provision of this letter agreement under the Contracts (Rights
of Third Parties) Act 1999.






	8.9	 	Severability. If any provision of this Agreement is inoperative or unenforceable for any
reason, this shall not render the provision inoperative or unenforceable in any other case,
circumstance or jurisdiction, or render any other provision invalid, inoperative, or
unenforceable, so long as this Agreement, taken as a whole, still expresses the Parties’
material intent. The invalidity of any one or more phrases, sentences, clauses, sections or
subsections of this Agreement shall not affect the remaining parts of this Agreement or the
validity of that phrase, sentence, clause, section or subsection in any other jurisdiction.






	8.10	 	Assignment; Successors. Except, with the prior written consent of the other Parties hereto,
no Party to this Agreement other than the Company to any Group Company, may assign or delegate
(by operation of law or otherwise) this Agreement, or any of its, his or her rights,
interests, duties or obligations under this Agreement, to any other Person.





[Signature Page Follows]





8









 








Schedule




Client List as at the date hereof.





9









 







IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first above
written.




	 	 	 	 	 
	 	 	TITANIUM ASSET MANAGEMENT CORP.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Nigel Wightman
	 

	 	 	 	 
	 

	 	Name:
	 	Nigel Wightman
	 

	 	Title:
	 	Chief Executive Officer
	 
	 	 	 	 
	 	 	INTEGRA MANAGEMENT LIMITED
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Adam Parkin
	 

	 	 	 	 
	 

	 	Name:
	 	Mark Adam Parkin
	 

	 	Title:
	 	Director






 









 






Exhibit A




SOLICITOR’S DISCLOSURE STATEMENT






     The following statement is furnished, pursuant to Rule 206(4)-3 promulgated by the U.S.
Securities and Exchange Commission under the U.S. Investment Advisers Act of 1940, as amended (the
“Advisers Act”), to each prospective investment advisory client of                     (the
“Adviser”), referred to it by Integra Management Limited (the “Solicitor”).



     1. Your account is being solicited for the Adviser, a registered investment adviser under the
Advisers Act. The Solicitor is an independent contractor of the Adviser and performs no financial
planning or investment advisory services for the Adviser. The Solicitor may perform other services
for the Adviser or its affiliates for which the Adviser may compensate the
Solicitor separately, but those services do not relate to the investment advisory services
rendered to you. The Solicitor and the Adviser are not affiliated in any way.



     2. The Adviser will compensate the Solicitor for its solicitation services rendered to the
Adviser by paying the Solicitor an amount equal to 30% of all investment advisory fees to be paid
by you to the Adviser.



     3. No person solicited by the Solicitor on behalf of the Adviser who subsequently becomes a
client of the Adviser will be charged any amount for the Solicitor having obtained its account.
The fact that the Adviser shares with the Solicitor a portion of the fees it receives will not
result in investment advisory fees being charged at a rate in excess of the rate or level of
advisory fees customarily charged by the Adviser to its clients for similar services. The Adviser
does and may in the future charge different fees to other accounts that it manages.



     I hereby acknowledge receipt of this Solicitor’s Disclosure Statement (a copy of which is
attached) and a copy of Part II of the Form ADV of the Adviser. Such documents were received and
reviewed by me not later than the time when Solicitor first contacted me regarding the services of
the Adviser. I agree that the Solicitor and the Adviser may share personal financial information
about me in connection with any account of mine managed by Adviser.



	 	 	 	 	 	 	 	 	 	 	 
	Dated:

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Signature	 	 
	 

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	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Its: