EXHIBIT 99.B (5)(A)
EXISTING INVESTMENT ADVISORY AGREEMENTS
AND
AMENDMENTS TO INVESTMENT ADVISORY AGREEMENTS
INVESTMENT ADVISORY AGREEMENT
FOR
CT&T GROWTH & INCOME FUND
=========================
AGREEMENT made this 30th day of November , 1993 by and between CT&T
FUNDS, a Delaware Business Trust (the "Trust") on behalf of CT&T GROWTH & INCOME
FUND (the "Fund") and CHICAGO TITLE AND TRUST COMPANY, an Illinois corporation
(the "Adviser").
WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end, diversified management investment
company.
WHEREAS, the Fund wishes to retain the Adviser to render investment
advisory services to the Fund, and the Adviser is willing to furnish such
services to the Fund;
NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed between the Fund and the Adviser as follows:
1. APPOINTMENT. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund for the periods on the terms set forth in this
Agreement. The Adviser accepts such appointment and agrees to furnish the
services herein set forth, for the compensation herein provided.
2. DUTIES OF ADVISER. The Trust hereby appoints the Adviser to act as
investment adviser to Chicago Trust Growth & Income Fund, a separate series of
shares of the Trust, for the period and on such terms set forth in this
Agreement. The Trust employs the Adviser to manage the investment and
reinvestment of the assets of the Fund, to continuously review, supervise and
administer the investment program of the Fund, to determine in its discretion
the assets to be held uninvested, to provide the Trust with records concerning
the Adviser's activities which the Trust is required to maintain, and to render
regular reports to the Trust's officers and Board of Trustees concerning the
Adviser's discharge of the foregoing responsibilities. The Adviser shall
discharge the foregoing responsibilities subject to the control of the officers
and the Board of Trustees of the Trust, and in compliance with the objectives,
policies and limitations set forth in the Fund's prospectus and statement of
additional information. The Adviser accepts such employment and agrees to
render the services and to provide, at its own expense, the office space,
furnishings, equipment and the personnel required by it to perform the services
on the terms and for the compensation provided herein.
3. PORTFOLIO TRANSACTIONS. The Adviser shall select and monitor the
selection of the brokers or dealers that will execute the purchases and sales of
securities for the Fund and is directed to use its best efforts to ensure that
the best available price and most favorable execution of securities transactions
for the Fund are obtained. Subject to policies established by the Board of
Trustees of the Fund and communicated to the Adviser, it is understood that the
Adviser will not be deemed to have acted unlawfully, or to have breached a
fiduciary duty to the Trust or in respect of the Fund, or be in breach of any
obligation owing to the Trust or in respect of the Fund under this Agreement, or
otherwise, solely by reason of its having caused the Fund to pay a member of a
securities exchange, a broker or a dealer a commission for effecting a
securities transaction for the Fund in excess of the amount of commission
another member of an exchange, broker or dealer would have charged if the
Adviser determines in good faith that the commission paid was reasonable in
relation to the brokerage or research services provided by such member, broker
or dealer, viewed in terms of that particular transaction or the Adviser's
overall responsibilities with respect to the accounts, including the Fund, as to
which it exercises investment discretion. The Adviser will promptly communicate
to the officers and directors of the Trust such information relating to Fund
transactions as they may reasonably request.
4. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Section 2 and 3 of this Agreement, the Fund shall pay to
the Adviser within five business days after the end of each calendar month, a
monthly fee of one twelfth of 0.70% of the Fund's average daily net assets for
the month.
In the event of termination of this Agreement, the fee provided in this
Section 4 shall be paid on a pro rata basis, based on the number of days when
this Agreement was in effect.
5. REPORTS. The Fund and the Adviser agree to furnish to each other such
information regarding their operations with regard to their affairs as each may
reasonably request.
6. STATUS OF ADVISER. The services of the Adviser to the Fund are not to
be deemed exclusive, and the Adviser shall be free to render similar services to
others so long as its services to the Fund are not impaired thereby.
7. LIABILITY OF ADVISER. In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard by the Adviser of its obligations
and duties hereunder, the Adviser shall not be subject to any liability
whatsoever to the Fund, or to any shareholder of the Fund, for any error of
judgment, mistake of law or any other act or omission in the course of, or
connected with, rendering services hereunder including, without limitation, for
any losses that may be sustained in connection with the purchase, holding,
redemption or sale of any security on behalf of the Fund.
8. DURATION AND TERMINATION. This Agreement shall become effective on
December , 1993, provided
that first it is approved by the Board of Trustees of the Fund, including a
majority of those trustees who are not parties to this Agreement or interested
persons of any party hereto, in the manner provided in section 15(c) of the
Investment Company Act of 1940, and by the holders of a majority of the
outstanding voting securities of the Fund; and shall continue in effect until
November 1995. Thereafter, this Agreement may continue in effect only if such
continuance is approved at least annually by, (i) the Fund's Board of Trustees
or, (ii) by the vote of a majority of the outstanding voting securities of the
Fund; and in either event by a vote of a majority of those trustees of the Trust
who are not parties to this Agreement or interested persons of any such party in
the manner provided in section 15(c) of the Investment Company Act of 1940.
Notwithstanding the foregoing, this Agreement may be terminated: (a) at any
time without penalty by the Fund upon the vote of a majority of the Trustees or
by vote of the majority of the Fund's outstanding voting securities, upon sixty
(60) days' written notice to the Adviser or (b) by the Adviser at any time
without penalty, upon sixty (60) days' written notice to the Fund. This
Agreement will also terminate automatically in the event of its assignment (as
defined in the 1940 Act). Any notice under this Agreement shall be given in
writing, addressed and delivered or mailed postpaid, to the other party at the
principal office of such party.
As used in this Section 8, the terms "assignment", "interested person", and
"a vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section
2(a)(42) of the 1940 Act and Rule 18f-2 thereunder.
9. SEVERABILITY. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
10. AMENDMENTS. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought, and no amendment of this Agreement shall be effective
until approved by an affirmative vote of (i) a majority of the outstanding
voting securities of the Fund, and (ii) a majority of the
Trustees, including a majority of Trustees who are not interested persons of any
party to this Agreement, cast in person at a meeting called for the purpose of
voting on such approval, if such approval is required by applicable law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this 30th day of November, 1993.
ATTEST CT&T GROWTH & INCOME FUND
_____________________ By:___________________________________
Xxxxxx X. Xxxx, President
ATTEST CHICAGO TITLE AND TRUST COMPANY
_____________________ By:___________________________________
Xxxxxx X. Xxxxxx, Executive Vice President
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
------------------------------------------
This AGREEMENT dated as of the 21st day of December, 1995, made by and
between CT&T FUNDS, a Delaware business trust (the "Trust"), on behalf of
CHICAGO TRUST GROWTH & INCOME FUND (previously known as CT&T Growth & Income
Fund) (the "Fund") and THE CHICAGO TRUST COMPANY, an Illinois corporation (the
"Adviser").
WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended, as an open-end, diversified management investment company; and
WHEREAS, Chicago Title and Trust Company and the Trust (on behalf of the
Fund) originally entered into an Investment Advisory Agreement dated November
30, 1993, wherein Chicago Title and Trust Company agreed to render investment
advisory services to the Fund; and
WHEREAS, the Parties wish to amend the Investment Advisory Agreement to
reflect the following changes:
* The Parties acknowledge that, pursuant to the attached Guaranty
Agreement and Master Services Agreement, investment advisory services
are provided through THE CHICAGO TRUST COMPANY; and
* The name of the Fund has been changed to CHICAGO TRUST GROWTH & INCOME
FUND.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree:
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement
consisting of one type-written page, to be signed by their duly authorized
officers and their corporate seals hereunto duly affixed and attested, as of the
day and year first above written.
CHICAGO TRUST GROWTH & INCOME FUND THE CHICAGO TRUST COMPANY
---------------------------------- -------------------------
___________________________________________ ___________________________
By: Xxxxxx X. Xxxx, President By:
___________________________________________ _____________________________
Attest: Xxxxxxx X. Xxxxxxxx, Vice President Attest:
INVESTMENT ADVISORY AGREEMENT
FOR
CT&T INTERMEDIATE FIXED INCOME FUND
===================================
AGREEMENT made this 30th day of November, 1993 by and between CT&T FUNDS, a
Delaware Business Trust (the "Trust") on behalf of CT&T INTERMEDIATE FIXED
INCOME FUND (the "Fund") and CHICAGO TITLE AND TRUST COMPANY, an Illinois
corporation (the "Adviser").
WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end, diversified management investment
company.
WHEREAS, the Fund wishes to retain the Adviser to render investment
advisory services to the Fund, and the Adviser is willing to furnish such
services to the Fund;
NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed between the Fund and the Adviser as follows:
1. APPOINTMENT. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund for the periods on the terms set forth in this
Agreement. The Adviser accepts such appointment and agrees to furnish the
services herein set forth, for the compensation herein provided.
2. DUTIES OF ADVISER. The Trust hereby appoints the Adviser to act as
investment adviser to CT&T Intermediate Fixed Income Fund, a separate series of
shares of the Trust, for the period and on such terms set forth in this
Agreement. The Trust employs the Adviser to manage the investment and
reinvestment of the assets of the Fund, to continuously review, supervise and
administer the investment program of the Fund, to determine in its discretion
the assets to be held uninvested, to provide the Trust with records concerning
the Adviser's activities which the Trust is required to maintain, and to render
regular reports to the Trust's officers and Board of Trustees concerning the
Adviser's discharge of the foregoing responsibilities. The Adviser shall
discharge the foregoing responsibilities subject to the control of the officers
and the Board of Trustees of the Trust, and in compliance with the objectives,
policies and limitations set forth in the Fund's prospectus and statement of
additional information. The Adviser accepts such employment and agrees to
render the services and to provide, at its own expense, the office space,
furnishings, equipment and the personnel required by it to perform the services
on the terms and for the compensation provided herein.
3. PORTFOLIO TRANSACTIONS. The Adviser shall select and monitor the
selection of the brokers or dealers that will execute the purchases and sales of
securities for the Fund and is directed to use its best efforts to ensure that
the best available price and most favorable execution of securities transactions
for the Fund are obtained. Subject to policies established by the Board of
Trustees of the Fund and communicated to the Adviser, it is understood that the
Adviser will not be deemed to have acted unlawfully, or to have breached a
fiduciary duty to the Trust or in respect of the Fund, or be in breach of any
obligation owing to the Trust or in respect of the Fund under this Agreement, or
otherwise, solely by reason of its having caused the Fund to pay a member of a
securities exchange, a broker or a dealer a commission for effecting a
securities transaction for the Fund in excess of the amount of commission
another member of an exchange, broker or dealer would have charged if the
Adviser determines in good faith that the commission paid was reasonable in
relation to the brokerage or research services provided by such member, broker
or dealer, viewed in terms of that particular transaction or the Adviser's
overall responsibilities with respect to the accounts, including the Fund, as to
which it exercises investment discretion. The Adviser will promptly communicate
to the officers and directors of the Trust such information relating to Fund
transactions as they may reasonably request.
4. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Section 2 and 3 of this Agreement, the Fund shall pay to
the Adviser within five business days after the end of each calendar month, a
monthly fee of one twelfth of 0.55% of the Fund's average daily net assets for
the month.
In the event of termination of this Agreement, the fee provided in this
Section 4 shall be paid on a pro rata basis, based on the number of days when
this Agreement was in effect.
5. REPORTS. The Fund and the Adviser agree to furnish to each other such
information regarding their operations with regard to their affairs as each may
reasonably request.
6. STATUS OF ADVISER. The services of the Adviser to the Fund are not to
be deemed exclusive, and the Adviser shall be free to render similar services to
others so long as its services to the Fund are not impaired thereby.
7. LIABILITY OF ADVISER. In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard by the Adviser of its obligations
and duties hereunder, the Adviser shall not be subject to any liability
whatsoever to the Fund, or to any shareholder of the Fund, for any error of
judgment, mistake of law or any other act or omission in the course of, or
connected with, rendering services hereunder including, without limitation, for
any losses that may be sustained in connection with the purchase, holding,
redemption or sale of any security on behalf of the Fund.
8. DURATION AND TERMINATION. This Agreement shall become effective on
December , 1993, provided that first it is approved by the Board of Trustees of
the Fund, including a majority of those trustees who are not parties to this
Agreement or interested persons of any party hereto, in the manner provided in
section 15(c) of the Investment Company Act of 1940, and by the holders of a
majority of the outstanding voting securities of the Fund; and shall continue in
effect until November 1995. Thereafter, this Agreement may continue in effect
only if such continuance is approved at least annually by, (i) the Fund's Board
of Trustees or, (ii) by the vote of a majority of the outstanding voting
securities of the Fund; and in either event by a vote of a majority of those
trustees of the Trust who are not parties to this Agreement or interested
persons of any such party in the manner provided in section 15(c) of the
Investment Company Act of 1940. Notwithstanding the foregoing, this Agreement
may be terminated: (a) at any time without penalty by the Fund upon the vote of
a majority of the Trustees or by vote of the majority of the Fund's outstanding
voting securities, upon sixty (60) days' written notice to the Adviser or (b) by
the Adviser at any time without penalty, upon sixty (60) days' written notice to
the Fund. This Agreement will also terminate automatically in the event of its
assignment (as defined in the 1940 Act). Any notice under this Agreement shall
be given in writing, addressed and delivered or mailed postpaid, to the other
party at the principal office of such party.
As used in this Section 8, the terms "assignment", "interested person", and
"a vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section
2(a)(42) of the 1940 Act and Rule 18f-2 thereunder.
9. SEVERABILITY. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
10. AMENDMENTS. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought, and no amendment of this Agreement shall be effective
until approved by an affirmative vote of (i) a majority of the outstanding
voting securities of the Fund, and (ii) a majority of the Trustees, including a
majority of Trustees who are not interested persons of any party to this
Agreement, cast in person at a meeting called for the purpose of voting on such
approval, if such approval is required by applicable law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this 30th day of November, 1993.
ATTEST CT&T INTERMEDIATE FIXED INCOME FUND
_____________________ By:__________________________
Xxxxxx X. Xxxx, President
ATTEST CHICAGO TITLE AND TRUST COMPANY
_____________________ By:__________________________
President
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
------------------------------------------
This AGREEMENT dated as of the 21st day of December, 1995, made by and
between CT&T FUNDS, a Delaware business trust (the "Trust"), on behalf of
CHICAGO TRUST BOND FUND (previously known as CT&T Intermediate Fixed Income
Fund) (the "Fund") and THE CHICAGO TRUST COMPANY, an Illinois corporation (the
"Adviser").
WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended, as an open-end, diversified management investment company; and
WHEREAS, Chicago Title and Trust Company and the Trust (on behalf of the
Fund) originally entered into an Investment Advisory Agreement dated November
30, 1993, wherein Chicago Title and Trust Company agreed to render investment
advisory services to the Fund; and
WHEREAS, the Parties wish to amend the Investment Advisory Agreement to
reflect the following changes:
* The Parties acknowledge that, pursuant to the attached Guaranty
Agreement and Master Services Agreement, investment advisory services
are provided through THE CHICAGO TRUST COMPANY; and
* The name of the Fund has been changed to CHICAGO TRUST BOND FUND.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree:
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement
consisting of one type-written page, to be signed by their duly authorized
officers and their corporate seals hereunto duly affixed and attested, as of the
day and year first above written.
CHICAGO TRUST BOND FUND THE CHICAGO TRUST COMPANY
----------------------- -------------------------
___________________________________________ _______________________________
By: Xxxxxx X. Xxxx, President By:
___________________________________________ _______________________________
Attest: Xxxxxxx X. Xxxxxxxx, Vice President Attest:
INVESTMENT ADVISORY AGREEMENT
FOR
CT&T INTERMEDIATE MUNICIPAL BOND FUND
=====================================
AGREEMENT made this 30th day of November, 1993 by and between CT&T
FUNDS, a Delaware Business Trust (the "Trust") on behalf of CT&T INTERMEDIATE
MUNICIPAL BOND FUND (the "Fund") and CHICAGO TITLE AND TRUST COMPANY, an
Illinois corporation (the "Adviser").
WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end, diversified management investment
company.
WHEREAS, the Fund wishes to retain the Adviser to render investment
advisory services to the Fund, and the Adviser is willing to furnish such
services to the Fund;
NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed between the Fund and the Adviser as follows:
1. APPOINTMENT. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund for the periods on the terms set forth in this
Agreement. The Adviser accepts such appointment and agrees to furnish the
services herein set forth, for the compensation herein provided.
2. DUTIES OF ADVISER. The Trust hereby appoints the Adviser to act as
investment adviser to Chicago Trust Bond Fund, a separate series of shares of
the Trust, for the period and on such terms set forth in this Agreement. The
Trust employs the Adviser to manage the investment and reinvestment of the
assets of the Fund, to continuously review, supervise and administer the
investment program of the Fund, to determine in its discretion the assets to be
held uninvested, to provide the Trust with records concerning the Adviser's
activities which the Trust is required to maintain, and to render regular
reports to the Trust's officers and Board of Trustees concerning the Adviser's
discharge of the foregoing responsibilities. The Adviser shall discharge the
foregoing responsibilities subject to the control of the officers and the Board
of Trustees of the Trust, and in compliance with the objectives, policies and
limitations set forth in the Fund's prospectus and statement of additional
information. The Adviser accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings,
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein.
3. PORTFOLIO TRANSACTIONS. The Adviser shall select and monitor the
selection of the brokers or dealers that will execute the purchases and sales of
securities for the Fund and is directed to use its best efforts to ensure that
the best available price and most favorable execution of securities transactions
for the Fund are obtained. Subject to policies established by the Board of
Trustees of the Fund and communicated to the Adviser, it is understood that the
Adviser will not be deemed to have acted unlawfully, or to have breached a
fiduciary duty to the Trust or in respect of the Fund, or be in breach of any
obligation owing to the Trust or in respect of the Fund under this Agreement, or
otherwise, solely by reason of its having caused the Fund to pay a member of a
securities exchange, a broker or a dealer a commission for effecting a
securities transaction for the Fund in excess of the amount of commission
another member of an exchange, broker or dealer would have charged if the
Adviser determines in good faith that the commission paid was reasonable in
relation to the brokerage or research services provided by such member, broker
or dealer, viewed in terms of that particular transaction or the Adviser's
overall responsibilities with respect to the accounts, including the Fund, as to
which it exercises investment discretion. The Adviser will promptly communicate
to the officers and directors of the Trust such information relating to Fund
transactions as they may reasonably request.
4. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Section 2 and 3 of this Agreement, the Fund shall pay to
the Adviser within five business days after the end of each calendar month, a
monthly fee of one twelfth of 0.60% of the Fund's average daily net assets for
the month.
In the event of termination of this Agreement, the fee provided in this
Section 4 shall be paid on a pro rata basis, based on the number of days when
this Agreement was in effect.
5. REPORTS. The Fund and the Adviser agree to furnish to each other such
information regarding their operations with regard to their affairs as each may
reasonably request.
6. STATUS OF ADVISER. The services of the Adviser to the Fund are not to
be deemed exclusive, and the Adviser shall be free to render similar services to
others so long as its services to the Fund are not impaired thereby.
7. LIABILITY OF ADVISER. In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard by the Adviser of its obligations
and duties hereunder, the Adviser shall not be subject to any liability
whatsoever to the Fund, or to any shareholder of the Fund, for any error of
judgment, mistake of law or any other act or omission in the course of, or
connected with, rendering services hereunder including, without limitation, for
any losses that may be sustained in connection with the purchase, holding,
redemption or sale of any security on behalf of the Fund.
8. DURATION AND TERMINATION. This Agreement shall become effective on
December , 1993, provided that first it is approved by the Board of Trustees of
the Fund, including a majority of those trustees who are not parties to this
Agreement or interested persons of any party hereto, in the manner provided in
section 15(c) of the Investment Company Act of 1940, and by the holders of a
majority of the outstanding voting securities of the Fund; and shall continue in
effect until November 1995. Thereafter, this Agreement may continue in effect
only if such continuance is approved at least annually by, (i) the Fund's Board
of Trustees or, (ii) by the vote of a majority of the outstanding voting
securities of the Fund; and in either event by a vote of a majority of those
trustees of the Trust who are not parties to this Agreement or interested
persons of any such party in the manner provided in section 15(c) of the
Investment Company Act of 1940. Notwithstanding the foregoing, this Agreement
may be terminated: (a) at any time without penalty by the Fund upon the vote of
a majority of the Trustees or by vote of the majority of the Fund's outstanding
voting securities, upon sixty (60) days' written notice to the Adviser or (b) by
the Adviser at any time without penalty, upon sixty (60) days' written notice to
the Fund. This Agreement will also terminate automatically in the event of its
assignment (as defined in the 1940 Act). Any notice under this Agreement shall
be given in writing, addressed and delivered or mailed postpaid, to the other
party at the principal office of such party.
As used in this Section 8, the terms "assignment", "interested person", and
"a vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section
2(a)(42) of the 1940 Act and Rule 18f-2 thereunder.
9. SEVERABILITY. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
10. AMENDMENTS. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought, and no amendment of this Agreement shall be effective
until approved by an affirmative vote of (i) a majority of the outstanding
voting securities of the Fund, and (ii) a majority of the Trustees, including a
majority of Trustees who are not interested persons of any party to this
Agreement, cast in person at a meeting called for the purpose of voting on such
approval, if such approval is required by applicable law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this 30th day of November, 1993.
ATTEST CT&T INTERMEDIATE MUNICIPAL BOND FUND
____________________ By:___________________________
Xxxxxx X. Xxxx, President
ATTEST CHICAGO TITLE AND TRUST COMPANY
____________________ By:__________________________________
Xxxxxx X. Xxxxxx, Executive Vice President
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
------------------------------------------
This AGREEMENT dated as of the 21st day of December, 1995, made by and
between CT&T FUNDS, a Delaware business trust (the "Trust"), on behalf of
CHICAGO TRUST MUNICIPAL BOND FUND (previously known as CT&T Intermediate
Municipal Bond Fund) (the "Fund") and THE CHICAGO TRUST COMPANY, an Illinois
corporation (the "Adviser").
WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended, as an open-end, diversified management investment company; and
WHEREAS, Chicago Title and Trust Company and the Trust (on behalf of the
Fund) originally entered into an Investment Advisory Agreement dated November
30, 1993, wherein Chicago Title and Trust Company agreed to render investment
advisory services to the Fund; and
WHEREAS, the Parties wish to amend the Investment Advisory Agreement to
reflect the following changes:
* The Parties acknowledge that, pursuant to the attached Guaranty
Agreement and Master Services Agreement, investment advisory services
are provided through THE CHICAGO TRUST COMPANY; and
* The name of the Fund has been changed to CHICAGO TRUST MUNICIPAL BOND
FUND.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree:
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement
consisting of one type-written page, to be signed by their duly authorized
officers and their corporate seals hereunto duly affixed and attested, as of the
day and year first above written.
CHICAGO TRUST MUNICIPAL BOND FUND THE CHICAGO TRUST COMPANY
--------------------------------- -------------------------
___________________________________________ _________________________________
By: Xxxxxx X. Xxxx, President By:
___________________________________________ _________________________________
Attest: Xxxxxxx X. Xxxxxxxx, Vice President Attest:
INVESTMENT ADVISORY AGREEMENT
FOR
CT&T MONEY MARKET FUND
======================
AGREEMENT made this 30th day of November, 1993 by and between CT&T FUNDS, a
Delaware Business Trust (the "Trust") on behalf of CT&T MONEY MARKET FUND (the
"Fund") and CHICAGO TITLE AND TRUST COMPANY, an Illinois corporation (the
"Adviser").
WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end, diversified management investment
company.
WHEREAS, the Fund wishes to retain the Adviser to render investment
advisory services to the Fund, and the Adviser is willing to furnish such
services to the Fund;
NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed between the Fund and the Adviser as follows:
1. APPOINTMENT. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund for the periods on the terms set forth in this
Agreement. The Adviser accepts such appointment and agrees to furnish the
services herein set forth, for the compensation herein provided.
2. DUTIES OF ADVISER. The Trust hereby appoints the Adviser to act as
investment adviser to Chicago Trust Money Market Fund, a separate series of
shares of the Trust, for the period and on such terms set forth in this
Agreement. The Trust employs the Adviser to manage the investment and
reinvestment of the assets of the Fund, to continuously review, supervise and
administer the investment program of the Fund, to determine in its discretion
the assets to be held uninvested, to provide the Trust with records concerning
the Adviser's activities which the Trust is required to maintain, and to render
regular reports to the Trust's officers and Board of Trustees concerning the
Adviser's discharge of the foregoing responsibilities. The Adviser shall
discharge the foregoing responsibilities subject to the control of the officers
and the Board of Trustees of the Trust, and in compliance with the objectives,
policies and limitations set forth in the Fund's prospectus and statement of
additional information. The Adviser accepts such employment and agrees to
render the services and to provide, at its own expense, the office space,
furnishings, equipment and the personnel required by it to perform the services
on the terms and for the compensation provided herein.
3. PORTFOLIO TRANSACTIONS. The Adviser shall select and monitor the
selection of the brokers or dealers that will execute the purchases and sales of
securities for the Fund and is directed to use its best efforts to ensure that
the best available price and most favorable execution of securities transactions
for the Fund are obtained. Subject to policies established by the Board of
Trustees of the Fund and communicated to the Adviser, it is understood that the
Adviser will not be deemed to have acted unlawfully, or to have breached a
fiduciary duty to the Trust or in respect of the Fund, or be in breach of any
obligation owing to the Trust or in respect of the Fund under this Agreement, or
otherwise, solely by reason of its having caused the Fund to pay a member of a
securities exchange, a broker or a dealer a commission for effecting a
securities transaction for the Fund in excess of the amount of commission
another member of an exchange, broker or dealer would have charged if the
Adviser determines in good faith that the commission paid was reasonable in
relation to the brokerage or research services provided by such member, broker
or dealer, viewed in terms of that particular transaction or the Adviser's
overall responsibilities with respect to the accounts, including the Fund, as to
which it exercises investment discretion. The Adviser will promptly communicate
to the officers and directors of the Trust such information relating to Fund
transactions as they may reasonably request.
4. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Section 2 and 3 of this Agreement, the Fund shall pay to
the Adviser within five business days after the end of each calendar month, a
monthly fee of one twelfth of 0.40% of the Fund's average daily net assets for
the month.
In the event of termination of this Agreement, the fee provided in this
Section 4 shall be paid on a pro rata basis, based on the number of days when
this Agreement was in effect.
5. REPORTS. The Fund and the Adviser agree to furnish to each other such
information regarding their operations with regard to their affairs as each may
reasonably request.
6. STATUS OF ADVISER. The services of the Adviser to the Fund are not to
be deemed exclusive, and the Adviser shall be free to render similar services to
others so long as its services to the Fund are not impaired thereby.
7. LIABILITY OF ADVISER. In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard by the Adviser of its obligations
and duties hereunder, the Adviser shall not be subject to any liability
whatsoever to the Fund, or to any shareholder of the Fund, for any error of
judgment, mistake of law or any other act or omission in the course of, or
connected with, rendering services hereunder including, without limitation, for
any losses that may be sustained in connection with the purchase, holding,
redemption or sale of any security on behalf of the Fund.
8. DURATION AND TERMINATION. This Agreement shall become effective on
December , 1993, provided that first it is approved by the Board of Trustees of
the Fund, including a majority of those trustees who are not parties to this
Agreement or interested persons of any party hereto, in the manner provided in
section 15(c) of the Investment Company Act of 1940, and by the holders of a
majority of the outstanding voting securities of the Fund; and shall continue in
effect until November 1995. Thereafter, this Agreement may continue in effect
only if such continuance is approved at least annually by, (i) the Fund's Board
of Trustees or, (ii) by the vote of a majority of the outstanding voting
securities of the Fund; and in either event by a vote of a majority of those
trustees of the Trust who are not parties to this Agreement or interested
persons of any such party in the manner provided in section 15(c) of the
Investment Company Act of 1940. Notwithstanding the foregoing, this Agreement
may be terminated: (a) at any time without penalty by the Fund upon the vote of
a majority of the Trustees or by vote of the majority of the Fund's outstanding
voting securities, upon sixty (60) days' written notice to the Adviser or (b) by
the Adviser at any time without penalty, upon sixty (60) days' written notice to
the Fund. This Agreement will also terminate automatically in the event of its
assignment (as defined in the 1940 Act). Any notice under this Agreement shall
be given in writing, addressed and delivered or mailed postpaid, to the other
party at the principal office of such party.
As used in this Section 8, the terms "assignment", "interested person", and
"a vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section
2(a)(42) of the 1940 Act and Rule 18f-2 thereunder.
9. SEVERABILITY. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
10. AMENDMENTS. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought, and no amendment of this Agreement shall be effective
until approved by an affirmative vote of (i) a majority of the outstanding
voting securities of the Fund, and (ii) a majority of the Trustees, including a
majority of Trustees who are not interested persons of any party to this
Agreement, cast in person at a meeting called for the purpose of voting on such
approval, if such approval is required by applicable law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this 30th day of November, 1993.
ATTEST CT&T MONEY MARKET FUND
_____________ By:________________________________
Xxxxxx X. Xxxx, President
ATTEST CHICAGO TITLE AND TRUST COMPANY
_____________ By:__________________________________________
Xxxxxx X. Xxxxxx, Executive Vice President
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
==========================================
This AGREEMENT dated as of the 21st day of December , 1995, made by and
between CT&T FUNDS, a Delaware business trust (the "Trust"), on behalf of
CHICAGO TRUST MONEY MARKET FUND (previously known as CT&T Money Market Fund)
(the "Fund") and THE CHICAGO TRUST COMPANY, an Illinois corporation (the
"Adviser").
WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended, as an open-end, diversified management investment company; and
WHEREAS, Chicago Title and Trust Company and the Trust (on behalf of the
Fund) originally entered into an Investment Advisory Agreement dated November
30, 1993, wherein Chicago Title and Trust Company agreed to render investment
advisory services to the Fund; and
WHEREAS, the Parties wish to amend the Investment Advisory Agreement to
reflect the following changes:
* The Parties acknowledge that, pursuant to the attached Guaranty
Agreement and Master Services Agreement, investment advisory services
are provided through
THE CHICAGO TRUST COMPANY; and
* The name of the Fund has been changed to CHICAGO TRUST MONEY MARKET
FUND.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree:
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement
consisting of one type-written page, to be signed by their duly authorized
officers and their corporate seals hereunto duly affixed and attested, as of the
day and year first above written.
CHICAGO TRUST MONEY MARKET FUND THE CHICAGO TRUST COMPANY
------------------------------- -------------------------
------------------------------------------- --------------------------
By: Xxxxxx X. Xxxx, President By:
-------------------------------------------- --------------------------
Attest: Xxxxxxx X. Xxxxxxxx, Vice President Attest:
INVESTMENT ADVISORY AGREEMENT
FOR
CT&T TALON FUND
===============
AGREEMENT made this 27th day of August , 1994 by and between CT&T FUNDS, a
Delaware Business Trust (the "Trust") on behalf of CT&T TALON FUND (the "Fund")
and CHICAGO TITLE AND TRUST COMPANY (the "Adviser").
WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end, diversified management investment
company; and
WHEREAS, the Fund wishes to retain the Adviser to render investment
advisory services to the Fund, and the Adviser is willing to furnish such
services to the Fund.
NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed between the Fund and the Adviser as follows:
1. APPOINTMENT. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund for the periods on the terms set forth in this
Agreement. The Adviser accepts such appointment and agrees to furnish the
services herein set forth, for the compensation herein provided.
2. DUTIES OF ADVISER. As investment adviser, the Adviser shall: (i)
manage the investment and reinvestment of the assets of the Fund, (ii)
continuously review, supervise and administer the investment program of the
Fund, (iii) determine in its discretion, the assets to be held uninvested, (iv)
provide the Trust with records concerning the Adviser's activities which are
required to be maintained by the Trust, and (v) render regular reports to the
Trust's officers and Board of Trustees concerning the Adviser's discharge of the
foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Trustees of the Trust, and in compliance with the objectives, policies and
limitations set forth in the Fund's then effective prospectus and statement of
additional information. The Adviser accepts such employment and agrees to render
such services and to provide, at its own expense, the office space, furnishings,
equipment and the personnel required by it to perform such services on the terms
and for the compensation provided herein.
The Adviser may employ or contract with other persons to assist it in the
performance of this Agreement (herein, a "Sub-Adviser"); provided that the
retention of any Sub-Adviser shall be approved as may be required by the 1940
Act. A Sub-Adviser may perform under the supervision of the Adviser any or all
services described herein. Sub-Advisers may include
other investment advisory or management firms and officers or employees who are
employed by the Adviser and the Trust. The fees or other compensation of any
Sub-Adviser shall be paid by the Adviser and no obligation may be incurred on
the Trust's behalf to any such person.
3. PORTFOLIO TRANSACTIONS. The Adviser shall select and monitor the
selection of the brokers or dealers that will execute the purchases and sales of
securities for the Fund and is directed to use its best efforts to ensure that
the best available price and most favorable execution of securities transactions
for the Fund are obtained. Subject to policies established by the Board of
Trustees of the Fund and communicated to the Adviser, it is understood that the
Adviser will not be deemed to have acted unlawfully, or to have breached a
fiduciary duty to the Trust or in respect of the Fund, or be in breach of any
obligation owing to the Trust or in respect of the Fund under this Agreement, or
otherwise, solely by reason of its having caused the Fund to pay a member of a
securities exchange, a broker or a dealer a commission for effecting a
securities transaction for the Fund in excess of the amount of commission
another member of an exchange, broker or dealer would have charged if the
Adviser determines in good faith that the commission paid was reasonable in
relation to the brokerage or research services provided by such member, broker
or dealer, viewed in terms of that particular transaction or the Adviser's
overall responsibilities with respect to the accounts, including the Fund, as to
which it exercises investment discretion. The Adviser will promptly communicate
to the officers and Trustees of the Trust such information relating to Fund
transactions as they may reasonably request.
4. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Section 2 and 3 of this Agreement, the Fund shall pay to
the Adviser within five business days after the end of each calendar month, a
monthly fee of one twelfth of 0.80% of the Fund's average daily net assets for
that month.
In the event of termination of this Agreement, the fee provided in this
Section 4 shall be paid on a pro-rata basis, based on the number of days during
which this Agreement was in effect.
5. REPORTS. The Fund and the Adviser agree to furnish to each other such
information regarding their operations with regard to their affairs as each may
reasonably request.
6. STATUS OF ADVISER. The services of the Adviser to the Fund are not to
be deemed exclusive, and the Adviser shall be free to render similar services to
others so long as its services to the Fund are not impaired thereby.
7. LIABILITY OF ADVISER. In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard by the Adviser of its obligations
and duties hereunder, the Adviser shall not be subject to any liability
whatsoever to the Fund, or to any shareholder of the Fund, for any error of
judgment, mistake of law or any other act or omission in the
course of, or connected with, rendering services hereunder including, without
limitation, for any losses that may be sustained in connection with the
purchase, holding, redemption or sale of any security on behalf of the Fund.
8. DURATION AND TERMINATION. The term of this Agreement shall commence
on the date which an amendment to the Trust's registration statement
establishing the Fund becomes effective (the "Effective Date"), provided that
first it is approved by the Board of Trustees of the Fund, including a majority
of those trustees who are not parties to this Agreement or interested persons of
any party hereto, in the manner provided in section 15(c) of the Investment
Company Act of 1940, and by the holders of a majority of the outstanding voting
securities of the Fund; and shall continue in effect for two years thereafter.
This Agreement may continue in effect after its initial term only if such
continuance is approved at least annually by, (i) the Fund's Board of Trustees
or, (ii) by the vote of a majority of the outstanding voting securities of the
Fund; and in either event by a vote of a majority of those trustees of the Trust
who are not parties to this Agreement or interested persons of any such party in
the manner provided in section 15(c) of the Investment Company Act of 1940.
Notwithstanding the foregoing, this Agreement may be terminated: (a) at any time
without penalty by the Fund upon the vote of a majority of the Trustees or by
vote of the majority of the Fund's outstanding voting securities, upon sixty
(60) days written notice to the Adviser or (b) by the Adviser at any time
without penalty, upon sixty (60) days written notice to the Fund. This Agreement
will also terminate automatically in the event of its assignment (as defined in
the 1940 Act). Any notice under this Agreement shall be given in writing,
addressed and delivered or mailed postpaid, to the other party at the principal
office of such party.
As used in this Section 8, the terms "assignment", "interested person", and
"a vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section
2(a)(42) of the 1940 Act and Rule 18f-2 thereunder.
9. SEVERABILITY. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
10. AMENDMENTS. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought, and no amendment of this Agreement shall be effective
until approved by an affirmative vote of (i) a majority of the outstanding
voting securities of the Fund, and (ii) a majority of the Trustees, including a
majority of Trustees who are not interested persons of any party to this
Agreement, cast in person at a meeting called for the purpose of voting on such
approval, if such approval is required by applicable law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year
first above written.
ATTEST CT&T TALON FUND
--------------------------- By:
--------------------------
Xxxxxx X. Xxxx, President
ATTEST CHICAGO TITLE AND TRUST COMPANY
--------------------------- By:
--------------------------
Xxxxxx X. Xxxxxx, Executive Vice President
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
------------------------------------------
This AGREEMENT dated as of the 21st day of December, 1995, made by and
between CT&T FUNDS, a Delaware business trust (the "Trust"), on behalf of
CHICAGO TRUST TALON FUND (previously known as CT&T Talon Fund) (the "Fund") and
THE CHICAGO TRUST COMPANY, an Illinois corporation (the "Adviser").
WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended, as an open-end, diversified management investment company; and
WHEREAS, Chicago Title and Trust Company and the Trust (on behalf of the
Fund) originally entered into an Investment Advisory Agreement dated August 27,
1994, wherein Chicago Title and Trust Company agreed to render investment
advisory services to the Fund; and
WHEREAS, the Parties wish to amend the Investment Advisory Agreement to
reflect the following changes:
* The Parties acknowledge that, pursuant to the attached Guaranty
Agreement and Master Services Agreement, investment advisory services
are provided through THE CHICAGO TRUST COMPANY; and
* The name of the Fund has been changed to CHICAGO TRUST TALON FUND.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree:
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement
consisting of one type-written page, to be signed by their duly authorized
officers and their corporate seals hereunto duly affixed and attested, as of the
day and year first above written.
CHICAGO TRUST TALON FUND THE CHICAGO TRUST COMPANY
------------------------ -------------------------
___________________________________________ _________________________________
By: Xxxxxx X. Xxxx, President By:
___________________________________________ _________________________________
Attest: Xxxxxxx X. Xxxxxxxx, Vice President Attest:
INVESTMENT ADVISORY AGREEMENT
FOR
MONTAG & XXXXXXXX GROWTH FUND
=============================
AGREEMENT made this 27th day of August, 1994 by and between CT&T FUNDS, a
Delaware Business Trust (the "Trust") on behalf of MONTAG & XXXXXXXX GROWTH FUND
(the "Fund") and MONTAG & XXXXXXXX, INC. (the "Adviser").
WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end, diversified management investment
company; and
WHEREAS, the Trust wishes to retain the Adviser to render investment
advisory services to the Fund, and the Adviser is willing to furnish such
services to the Fund.
NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed between the Fund and the Adviser as follows:
1. APPOINTMENT. The Trust hereby appoints the Adviser to act as
investment adviser to the Fund for the periods on the terms set forth in this
Agreement. The Adviser accepts such appointment and agrees to furnish the
services herein set forth, for the compensation herein provided.
2. DUTIES OF ADVISER. As investment adviser, the Adviser shall: (i)
manage the investment and reinvestment of the assets of the Fund, (ii)
continuously review, supervise and administer the investment program of the
Fund, (iii) determine in its discretion, the assets to be held uninvested, (iv)
provide the Trust with records concerning the Adviser's activities which are
required to be maintained by the Trust, and (v) render regular reports to the
Trust's officers and Board of Trustees concerning the Adviser's discharge of the
foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Trustees of the Trust, and in compliance with the objectives, policies and
limitations set forth in the Fund's then effective prospectus and statement of
additional information. The Adviser accepts such employment and agrees to render
such services and to provide, at its own expense, the office space, furnishings,
equipment and the personnel required by it to perform such services on the terms
and for the compensation provided herein.
3. PORTFOLIO TRANSACTIONS. The Adviser shall select and monitor the
selection of the brokers or dealers that will execute the purchases and sales of
securities for the Fund and is directed to use its best efforts to ensure that
the best available price and most favorable execution of securities transactions
for the Fund are obtained. Subject to policies established by the Board of
Trustees of the Fund and communicated to the Adviser, it is understood that the
Adviser will not be deemed to have acted unlawfully, or to have breached a
fiduciary duty to the Trust or in respect of the Fund, or be in breach of any
obligation owing to the Trust or in respect of the Fund under this Agreement, or
otherwise, solely by reason of its having caused the Fund to pay a member of a
securities exchange, a broker or a dealer a commission for effecting a
securities transaction for the Fund in excess of the amount of commission
another member of an exchange, broker or dealer would have charged if the
Adviser determines in good faith that the commission paid was reasonable in
relation to the brokerage or research services provided by such member, broker
or dealer, viewed in terms of that particular transaction or the Adviser's
overall responsibilities with respect to the accounts, including the Fund, as to
which it exercises investment discretion. The Adviser will promptly communicate
to the officers and Trustees of the Trust such information relating to Fund
transactions as they may reasonably request.
4. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Section 2 and 3 of this Agreement, the Fund shall pay to
the Adviser within five business days after the end of each calendar month, a
monthly fee of one twelfth of 0.80% of the Fund's average daily net assets for
that month.
In the event of termination of this Agreement, the fee provided in this
Section 4 shall be paid on a pro-rata basis, based on the number of days during
which this Agreement was in effect.
5. REPORTS. The Fund and the Adviser agree to furnish to each other such
information regarding their operations with regard to their affairs as each may
reasonably request.
6. STATUS OF ADVISER. The services of the Adviser to the Fund are not to
be deemed exclusive, and the Adviser shall be free to render similar services to
others so long as its services to the Fund are not impaired thereby.
7. LIABILITY OF ADVISER. In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard by the Adviser of its obligations
and duties hereunder, the Adviser shall not be subject to any liability
whatsoever to the Fund, or to any shareholder of the Fund, for any error of
judgment, mistake of law or any other act or omission in the course of, or
connected with, rendering services hereunder including, without limitation, for
any losses that may be sustained in connection with the purchase, holding,
redemption or sale of any security on behalf of the Fund.
8. DURATION AND TERMINATION. The term of this Agreement shall commence
on the date which an amendment to the Trust's registration statement
establishing the Fund becomes effective (the "Effective Date"), provided that
first it is approved by the Board of Trustees of the Fund, including a majority
of those trustees who are not parties to this Agreement or interested persons of
any party hereto, in the manner provided in section 15(c) of the Investment
Company Act of 1940, and by the holders of a majority of the outstanding voting
securities of the Fund; and shall continue in effect for two years thereafter.
This Agreement may continue in effect after its initial term only if such
continuance is approved at least annually by, (i) the Fund's Board of Trustees
or, (ii) by the vote of a majority of the outstanding voting securities of the
Fund; and in either event by a vote of a majority of those trustees of the Trust
who are not parties to this Agreement or interested persons of any such party in
the manner provided in section 15(c) of the Investment Company Act of 1940.
Notwithstanding the foregoing, this Agreement may be terminated: (a) at any
time without penalty by the Fund upon the vote of a majority of the Trustees or
by vote of the majority of the Fund's outstanding voting securities, upon sixty
(60) days written notice to the Adviser or (b) by the Adviser at any time
without penalty, upon sixty (60) days written notice to the Fund. This
Agreement will also terminate automatically in the event of its assignment (as
defined in the 1940 Act). Any notice under this Agreement shall be given in
writing, addressed and delivered or mailed postpaid, to the other party at the
principal office of such party.
As used in this Section 8, the terms "assignment", "interested person", and
"a vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section
2(a)(42) of the 1940 Act and Rule 18f-2 thereunder.
9. SEVERABILITY. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
10. AMENDMENTS. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought, and no amendment of this Agreement shall be effective
until approved by an affirmative vote of (i) a majority of the outstanding
voting securities of the Fund, and (ii) a majority of the Trustees, including a
majority of Trustees who are not interested persons of any party to this
Agreement, cast in person at a meeting called for the purpose of voting on such
approval, if such approval is required by applicable law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
ATTEST: CT&T FUNDS -- MONTAG & XXXXXXXX GROWTH FUND
______________ By:________________________________________
Xxxxxx X. Xxxx, President
ATTEST: MONTAG & XXXXXXXX, INC.
______________ By:_________________________________________
Xxxxx X. Xxxxxxxxx, Chairman & CEO
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
------------------------------------------
This AGREEMENT dated as of the 21st day of December, 1995, made by and
between CT&T FUNDS, a Delaware business trust (the "Trust"), on behalf of MONTAG
& XXXXXXXX GROWTH FUND (the "Fund") and MONTAG & XXXXXXXX, INC. (the
"Adviser").
WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended, as an open-end, diversified management investment company; and
WHEREAS, Montag & Xxxxxxxx, Inc. and the Trust (on behalf of the Fund)
originally entered into an Investment Advisory Agreement dated August 27, 1994,
wherein Montag & Xxxxxxxx, Inc. agreed to render investment advisory services to
the Fund; and
WHEREAS, the Parties wish to amend the Investment Advisory Agreement to
reflect the following change:
* The Parties acknowledge that investment advisory services are provided
through Montag & Xxxxxxxx, Inc. pursuant to the attached Master
Services Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree:
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement
consisting of one type-written page, to be signed by their duly authorized
officers and their corporate seals hereunto duly affixed and attested, as of the
day and year first above written.
CT&T FUNDS -- MONTAG & XXXXXXXX GROWTH FUND MONTAG & XXXXXXXX, INC.
------------------------------------------- -----------------------
___________________________________________ ____________________________
By: Xxxxxx X. Xxxx, President By:
___________________________________________ ____________________________
Attest: Xxxxxxx X. Xxxxxxxx, Vice President Attest:
INVESTMENT ADVISORY AGREEMENT
FOR
MONTAG & XXXXXXXX BALANCED FUND
===============================
AGREEMENT made this 27th day of August, 1994 by and between CT&T FUNDS, a
Delaware Business Trust (the "Trust") on behalf of MONTAG & XXXXXXXX BALANCED
FUND (the "Fund") and MONTAG & XXXXXXXX, INC.
(the "Adviser").
WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end, diversified management investment
company; and
WHEREAS, the Trust wishes to retain the Adviser to render investment
advisory services to the Fund, and the Adviser is willing to furnish such
services to the Fund.
NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed between the Fund and the Adviser as follows:
1. APPOINTMENT. The Trust hereby appoints the Adviser to act as
investment adviser to the Fund for the periods on the terms set forth in this
Agreement. The Adviser accepts such appointment and agrees to furnish the
services herein set forth, for the compensation herein provided.
2. DUTIES OF ADVISER. As investment adviser, the Adviser shall: (i)
manage the investment and reinvestment of the assets of the Fund, (ii)
continuously review, supervise and administer the investment program of the
Fund, (iii) determine in its discretion, the assets to be held uninvested, (iv)
provide the Trust with records concerning the Adviser's activities which are
required to be maintained by the Trust, and (v) render regular reports to the
Trust's officers and Board of Trustees concerning the Adviser's discharge of the
foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Trustees of the Trust, and in compliance with the objectives, policies and
limitations set forth in the Fund's then effective prospectus and statement of
additional information. The Adviser accepts such employment and agrees to render
such services and to provide, at its own expense, the office space, furnishings,
equipment and the personnel required by it to perform such services on the terms
and for the compensation provided herein.
3. PORTFOLIO TRANSACTIONS. The Adviser shall select and monitor the
selection of the brokers or dealers that will execute the purchases and sales of
securities for the Fund and is directed to use its best efforts to ensure that
the best available price and most favorable execution of securities transactions
for the Fund are obtained. Subject to policies established by the Board of
Trustees of the Fund and communicated to the Adviser, it is understood that the
Adviser will not be deemed to have acted unlawfully, or to have breached a
fiduciary duty to the Trust or in respect of the Fund, or be in breach of any
obligation owing to the Trust or in respect of the Fund under this Agreement, or
otherwise, solely by reason of its having caused the Fund to pay a member of a
securities exchange, a broker or a dealer a commission for effecting a
securities transaction for the Fund in excess of the amount of commission
another member of an exchange, broker or dealer would have charged if the
Adviser determines in good faith that the commission paid was reasonable in
relation to the brokerage or research services provided by such member, broker
or dealer, viewed in terms of that particular transaction or the Adviser's
overall responsibilities with respect to the accounts, including the Fund, as to
which it exercises investment discretion. The Adviser will promptly communicate
to the officers and Trustees of the Trust such information relating to Fund
transactions as they may reasonably request.
4. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Section 2 and 3 of this Agreement, the Fund shall pay to
the Adviser within five business days after the end of each calendar month, a
monthly fee of one twelfth of 0.75% of the Fund's average daily net assets for
that month.
In the event of termination of this Agreement, the fee provided in this
Section 4 shall be paid on a pro-rata basis, based on the number of days during
which this Agreement was in effect.
5. REPORTS. The Fund and the Adviser agree to furnish to each other such
information regarding their operations with regard to their affairs as each may
reasonably request.
6. STATUS OF ADVISER. The services of the Adviser to the Fund are not to
be deemed exclusive, and the Adviser shall be free to render similar services to
others so long as its services to the Fund are not impaired thereby.
7. LIABILITY OF ADVISER. In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard by the Adviser of its obligations
and duties hereunder, the Adviser shall not be subject to any liability
whatsoever to the Fund, or to any shareholder of the Fund, for any error of
judgment, mistake of law or any other act or omission in the course of, or
connected with, rendering services hereunder including, without limitation, for
any losses that may be sustained in connection with the purchase, holding,
redemption or sale of any security on behalf of the Fund.
8. DURATION AND TERMINATION. The term of this Agreement shall commence
on the date which an amendment to the Trust's registration statement
establishing the Fund becomes effective (the "Effective Date"), provided that
first it is approved by the Board of Trustees of the Fund, including a majority
of those trustees who are not parties to this Agreement or interested persons of
any party hereto, in the manner provided in section 15(c) of the Investment
Company Act of 1940, and by the holders of a majority of the outstanding voting
securities of the Fund; and shall continue in effect for two years thereafter.
This Agreement may continue in effect after its initial term only if such
continuance is approved at least annually by, (i) the Fund's Board of Trustees
or, (ii) by the vote of a majority of the outstanding voting securities of the
Fund; and in either event by a vote of a majority of those trustees of the Trust
who are not parties to this Agreement or interested persons of any such party in
the manner provided in section 15(c) of the Investment Company Act of 1940.
Notwithstanding the foregoing, this Agreement may be terminated: (a) at any
time without penalty by the Fund upon the vote of a majority of the Trustees or
by vote of the majority of the Fund's outstanding voting securities, upon sixty
(60) days written notice to the Adviser or (b) by the Adviser at any time
without penalty, upon sixty (60) days written notice to the Fund. This
Agreement will also terminate automatically in the event of its assignment (as
defined in the 1940 Act). Any notice under this Agreement shall be given in
writing, addressed and delivered or mailed postpaid, to the other party at the
principal office of such party.
As used in this Section 8, the terms "assignment", "interested person", and
"a vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section
2(a)(42) of the 1940 Act and Rule 18f-2 thereunder.
9. SEVERABILITY. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
10. AMENDMENTS. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought, and no amendment of this Agreement shall be effective
until approved by an affirmative vote of (i) a majority of the outstanding
voting securities of the Fund, and (ii) a majority of the Trustees, including a
majority of Trustees who are not interested persons of any party to this
Agreement, cast in person at a meeting called for the purpose of voting on such
approval, if such approval is required by applicable law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
ATTEST: CT&T FUNDS--MONTAG & XXXXXXXX BALANCED FUND
_______________ By:________________________________________
Xxxxxx X. Xxxx, President
ATTEST: MONTAG & XXXXXXXX, INC.
_______________ By:_________________________________________
Xxxxx X. Xxxxxxxxx, Chairman & CEO
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
------------------------------------------
This AGREEMENT dated as of the 21st day of December, 1995, made by and
between CT&T FUNDS, a Delaware business trust (the "Trust"), on behalf of MONTAG
& XXXXXXXX BALANCED FUND (the "Fund") and MONTAG & XXXXXXXX, INC. (the
"Adviser").
WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended, as an open-end, diversified management investment company; and
WHEREAS, Montag & Xxxxxxxx, Inc. and the Trust (on behalf of the Fund)
originally entered into an Investment Advisory Agreement dated August 27, 1994,
wherein Montag & Xxxxxxxx, Inc. agreed to render investment advisory services to
the Fund; and
WHEREAS, the Parties wish to amend the Investment Advisory Agreement to
reflect the following change:
* The Parties acknowledge that investment advisory services are provided
through Montag & Xxxxxxxx, Inc. pursuant to the attached Master
Services Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree:
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement
consisting of one type-written page, to be signed by their duly authorized
officers and their corporate seals hereunto duly affixed and attested, as of the
day and year first above written.
CT&T FUNDS--MONTAG & XXXXXXXX BALANCED FUND MONTAG & XXXXXXXX, INC.
------------------------------------------- -----------------------
___________________________________________ _______________________________
By: Xxxxxx X. Xxxx, President By:
___________________________________________ _______________________________
Attest: Xxxxxxx X. Xxxxxxxx, Vice President Attest:
INVESTMENT ADVISORY AGREEMENT
FOR
CT&T ASSET ALLOCATION FUND
==========================
AGREEMENT made this 15th day of March, 1995 by and between CT&T FUNDS, a
Delaware Business Trust (the "Trust") on behalf of CT&T ASSET ALLOCATION FUND
(the "Fund") and CHICAGO TITLE AND TRUST COMPANY (the "Adviser").
WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end, diversified management investment
company; and
WHEREAS, the Trust wishes to retain the Adviser to render investment
advisory services to the Fund, and the Adviser is willing to furnish such
services to the Fund.
NOW THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed between the Fund and the Adviser as follows:
1. APPOINTMENT. The Trust hereby appoints the Adviser to act as
investment adviser to the Fund for the periods on the terms set forth in this
Agreement. The Adviser accepts such appointment and agrees to furnish the
services herein set forth, for the compensation herein provided.
2. DUTIES OF ADVISER. As investment adviser, the Adviser shall: (i)
manage the investment and reinvestment of the assets of the Fund, (ii)
continuously review, supervise and administer the investment program of the
Fund, (iii) determine in its discretion, the assets to be held uninvested, (iv)
provide the Trust with records concerning the Adviser's activities which are
required to be maintained by the Trust, and (v) render regular reports to the
Trust's officers and Board of Trustees concerning the Adviser's discharge of the
foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Trustees of the Trust, and in compliance with the objectives, policies and
limitations set forth in the Fund's then effective prospectus and statement of
additional information. The Adviser accepts such employment and agrees to render
such services and to provide, at its own expense, the office space, furnishings,
equipment and the personnel required by it to perform such services on the terms
and for the compensation provided herein.
3. PORTFOLIO TRANSACTIONS. The Adviser shall select and monitor the
selection of the brokers or dealers that will execute the purchases and sales of
securities for the Fund and is directed to use its best efforts to ensure that
the best available price and most favorable execution of securities transactions
for the Fund are obtained. Subject to policies established by the Board of
Trustees of the Fund and communicated to the Adviser, it is understood that the
Adviser will not be deemed to have acted unlawfully, or to have breached a
fiduciary duty to the Trust or in respect of the Fund, or be in breach of any
obligation owing to the Trust or in respect of the Fund under this Agreement, or
otherwise, solely by reason of its having caused the Fund to pay a member of a
securities exchange, a broker or a dealer a commission for effecting a
securities transaction for the Fund in excess of the amount of commission
another member of an exchange, broker or dealer would have charged if the
Adviser determines in good faith that the commission paid was reasonable in
relation to the brokerage or research services provided by such member, broker
or dealer, viewed in terms of that particular transaction or the Adviser's
overall responsibilities with respect to the accounts, including the Fund, as to
which it exercises investment discretion. The Adviser will promptly communicate
to the officers and Trustees of the Trust such information relating to Fund
transactions as they may reasonably request.
4. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Section 2 and 3 of this Agreement, the Fund shall pay to
the Adviser within five business days after the end of each calendar month, a
monthly fee of one twelfth of 0.70% of the Fund's average daily net assets for
that month.
In the event of termination of this Agreement, the fee provided in this
Section 4 shall be paid on a pro-rata basis, based on the number of days during
which this Agreement was in effect.
5. REPORTS. The Fund and the Adviser agree to furnish to each other such
information regarding their operations with regard to their affairs as each may
reasonably request.
6. STATUS OF ADVISER. The services of the Adviser to the Fund are not to
be deemed exclusive, and the Adviser shall be free to render similar services to
others so long as its services to the Fund are not impaired thereby.
7. LIABILITY OF ADVISER. In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard by the Adviser of its obligations
and duties hereunder, the Adviser shall not be subject to any liability
whatsoever to the Fund, or to any shareholder of the Fund, for any error of
judgment, mistake of law or any other act or omission in the course of, or
connected with, rendering services hereunder including, without limitation, for
any losses that may be sustained in connection with the purchase, holding,
redemption or sale of any security on behalf of the Fund.
8. DURATION AND TERMINATION. The term of this Agreement shall commence
on the date which an amendment to the Trust's registration statement
establishing the Fund becomes effective (the "Effective Date"), provided that
first it is approved by the Board of Trustees of the Fund, including a majority
of those trustees who are not parties to this Agreement or interested persons of
any party hereto, in the manner provided in section 15(c) of the Investment
Company Act of 1940, and by the holders of a majority of the outstanding voting
securities of the Fund; and shall continue in effect for two years thereafter.
This Agreement may continue in effect after its initial term only if such
continuance is approved at least annually by, (i) the Fund's Board of Trustees
or, (ii) by the vote of a majority of the outstanding voting securities of the
Fund; and in either event by a vote of a majority of those trustees of the Trust
who are not parties to this Agreement or interested persons of any such party in
the manner provided in section 15(c) of the Investment Company Act of 1940.
Notwithstanding the foregoing, this Agreement may be terminated: (a) at any
time without penalty by the Fund upon the vote of a majority of the Trustees or
by vote of the majority of the Fund's outstanding voting securities, upon sixty
(60) days written notice to the Adviser or (b) by the Adviser at any time
without penalty, upon sixty (60) days written notice to the Fund. This
Agreement will also terminate automatically in the event of its assignment (as
defined in the 1940 Act). Any notice under this Agreement shall be given in
writing, addressed and delivered or mailed postpaid, to the other party at the
principal office of such party.
As used in this Section 8, the terms "assignment", "interested person", and
"a vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section
2(a)(42) of the 1940 Act and Rule 18f-2 thereunder.
9. SEVERABILITY. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
10. AMENDMENTS. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought, and no amendment of this Agreement shall be effective
until approved by an affirmative vote of (i) a majority of the outstanding
voting securities of the Fund, and (ii) a majority of the Trustees, including a
majority of Trustees who are not interested persons of any party to this
Agreement, cast in person at a meeting called for the purpose of voting on such
approval, if such approval is required by applicable law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
ATTEST: CT&T ASSET ALLOCATION FUND
_______________ By:_________________________
Xxxxxx X. Xxxx, President
ATTEST: CHICAGO TITLE AND TRUST COMPANY
_______________ By:_____________________________________
Xxxxxx X. Xxxxxx, Executive Vice President
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
------------------------------------------
This AGREEMENT dated as of the 21st day of December, 1995, made by and
between CT&T FUNDS, a Delaware business trust (the "Trust"), on behalf of
CHICAGO TRUST ASSET ALLOCATION FUND (previously known as CT&T Asset Allocation
Fund) (the "Fund") and THE CHICAGO TRUST COMPANY, an Illinois corporation (the
"Adviser").
WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended, as an open-end, diversified management investment company; and
WHEREAS, Chicago Title and Trust Company and the Trust (on behalf of the
Fund) originally entered into an Investment Advisory Agreement dated March 15,
1995, wherein Chicago Title and Trust Company agreed to render investment
advisory services to the Fund; and
WHEREAS, the Parties wish to amend the Investment Advisory Agreement to
reflect the following changes:
* The Parties acknowledge that, pursuant to the attached Guaranty
Agreement and Master Services Agreement, investment advisory services
are provided through THE CHICAGO TRUST COMPANY; and
* The name of the Fund has been changed to CHICAGO TRUST ASSET
ALLOCATION FUND.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree:
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement
consisting of one type-written page, to be signed by their duly authorized
officers and their corporate seals hereunto duly affixed and attested, as of the
day and year first above written.
CHICAGO TRUST ASSET ALLOCATION FUND THE CHICAGO TRUST COMPANY
----------------------------------- -------------------------
___________________________________________ _________________________________
By: Xxxxxx X. Xxxx, President By:
___________________________________________ _________________________________
Attest: Xxxxxxx X. Xxxxxxxx, Vice President Attest:
