EXHIBIT 99.B(9)(b)
EXISTING ADMINISTRATION AGREEMENT
AND
AMENDMENT TO ADMINISTRATION AGREEMENT
EXISTING SUB-ADMINISTRATION AGREEMENT
AND
AMENDMENT TO SUB-ADMINISTRATION AGREEMENT
ADMINISTRATION AGREEMENT
========================
This Agreement, dated as of the 15th day of June, 1995, made by and between
CT&T Funds, a Delaware Business Trust (the "Trust") operating as a registered
investment company under the Investment Company Act of 1940, as amended, duly
organized and existing under the laws of the State of Delaware and Chicago Title
and Trust Company, a corporation duly organized and existing under the laws of
the State of Illinois (collectively, the "Parties").
WITNESSETH THAT:
WHEREAS, the Trust is authorized by its Trust Instrument to issue separate
series of shares representing interests in separate investment portfolios (the
"Series"), which Series are identified on Schedule "C" attached hereto, and
which Schedule "C" may be amended from time to time by mutual agreement of the
Parties, as new Series are added to the Trust; and
WHEREAS, the Parties desire to enter into an Administration Agreement
whereby Chicago Title and Trust Company will provide certain administration
services to each of the Series on the terms and conditions set forth in this
Agreement; and
WHEREAS, Chicago Title and Trust Company is willing to serve in such
capacity and perform such administrative services under the terms and conditions
set forth below; and
WHEREAS, the Trust, on behalf of each of its Series, will provide certain
information concerning the Series to Chicago Title and Trust Company as set
forth below; and
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree as follows:
Section 1. APPOINTMENT
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The Trust hereby appoints and Chicago Title and Trust Company
hereby accepts such appointment as Administrator to each Series of the Trust.
The Trust further agrees to appoint Chicago Title and Trust Company as
Administrator to any additional series which, from time to time may be added to
the Trust.
Section 2. DUTIES AND OBLIGATIONS OF CHICAGO TITLE AND TRUST COMPANY
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(a) Subject to the succeeding provisions of this section and
subject to the direction and control of the Board of Trustees of the Trust,
Chicago Title and Trust Company shall provide all administrative services to
each of the Series as set forth in Schedule "A" attached hereto and incorporated
by reference into this Agreement. In addition to the obligations set forth in
Schedule "A", Chicago Title and Trust Company shall (i) provide its own office
space, facilities and equipment and personnel for the performance of its duties
under this Agreement; and (ii) take all actions it deems necessary to properly
execute the administration of the Series.
(b) So that Chicago Title and Trust Company may perform its duties
under the terms of this Agreement, the Board of Trustees of the Trust shall
direct the Trust's Officers, Investment Advisers, Distributor, Legal Counsel,
Independent Accountants, and Custodian of the Trust to fully cooperate with
Chicago Title and Trust Company and to provide such information, documents and
advice relating to the Series as is within the possession or knowledge of such
persons. In connection with its duties, Chicago Title and Trust Company shall
be entitled to rely, and shall be held harmless by the Trust when acting in
reasonable reliance upon the instruction, advice or any documents relating to
the Series as provided by the Trust to Chicago Title and Trust Company by any of
the aforementioned persons. All fees charged by any such persons shall be
deemed an expense of the Trust.
(c) Any activities performed by Chicago Title and Trust Company
under this Agreement shall conform to the requirements of:
(1) the provisions of the Investment Company Act of 1940, as
amended (the "Act") and the Securities Act of 1933, as
amended, and of any rules or regulations in force
thereunder;
(2) any other applicable provision of state and federal law;
(3) the provisions of the Declaration of Trust and By-Laws of
the Trust as amended from time to time;
(4) any policies and determinations of the Board of Trustees
of the Trust; and
(5) the fundamental policies of the Series as reflected in
its registration statement under the Act.
(d) Chicago Title and Trust Company agrees that all records that
it maintains for the Trust are property of the Trust and will be surrendered
promptly to the Trust upon written request. Chicago Title and Trust Company will
preserve, for the periods prescribed under Rule 31a-2 under the Act, all such
records required to be maintained under Rule 31a-1 of the Act.
(e) Nothing in this Agreement shall prevent Chicago Title and
Trust Company or any officer thereof from acting as administrator for or with
any other person, firm or corporation. While the administrative services
supplied to the Trust may be different than those supplied to other persons,
firms or corporations, Chicago Title and Trust Company shall provide the Trust
equitable treatment in supplying services. The Trust recognizes that it will not
receive preferential treatment from Chicago Title and Trust Company as compared
with the treatment provided to other Chicago Title and Trust Company clients.
Chicago Title and Trust Company agrees to maintain the records and all other
information of the Trust in a confidential manner and shall not use such
information for any purpose other than the performance of Chicago Title and
Trust Company's duties under this Agreement.
(f) The Trust agrees that Chicago Title and Trust Company may, in
its sole discretion, engage the services of another entity or entities in
connection with the provisions of the services under this Agreement; provided,
that Chicago Title and Trust Company will continue to be responsible for all
services furnished to the Trust under this Agreement. At the election of the
Trust, it shall be entitled to be subrogated to the rights of Chicago Title and
Trust Company with respect to any claims against any other entity providing
services to the Trust contemplated by this Agreement as a consequence of any
loss, damage, cost, expense, liability or claim if and to the extent the Trust
has not been made whole for any such loss, damage, cost, expense, liability or
claim.
Section 3. ALLOCATION OF EXPENSES
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All costs and expenses of the Trust shall be paid by the Trust
including, but not limited to:
(a) fees paid to the Investment Adviser(s);
(b) interest and taxes;
(c) brokerage fees and commissions;
(d) insurance premiums;
(e) compensation and expenses of its Trustees who are not
affiliated persons of the Trust, any Investment Adviser(s) or
Chicago Title and Trust Company;
(f) legal, accounting and audit expenses;
(g) custodian and transfer agent, or shareholder servicing agent,
fees and expenses;
(h) fees and expenses incident to the registration of the shares of
the Trust under Federal or state securities laws;
(i) expenses related to preparing, setting in type, printing and
mailing prospectuses, statements of additional information,
reports and notices and proxy material to shareholders of the
Trust;
(j) all expenses incidental to holding meetings of shareholders and
Trustees of the Trust; and
(k) such extraordinary expenses as may arise, including litigation,
affecting the Trust and the legal obligations which the Trust
may have regarding indemnification of its officers and
trustees.
Section 4. COMPENSATION OF CHICAGO TITLE AND TRUST COMPANY
---------- -----------------------------------------------
The Trust agrees to pay Chicago Title and Trust Company
compensation for its services and to reimburse it for expenses, at the rates and
amounts as set forth in Schedule "B" attached hereto, and as shall be set forth
in any future amendments to such Schedule "B" approved by the Parties. The Trust
agrees and understands that Chicago Title and Trust Company's compensation will
be comprised of two components and payable on a monthly basis as follows:
(i) A fixed fee for each Series, together with a combined asset-
based fee that the Trust hereby authorizes Chicago Title and Trust Company to
collect by debiting the Trusts' custody account for invoices which are rendered
for the services performed. The invoices for the services performed will be sent
to the Trust after such debiting with the indication that payment has been made;
and
(ii) reimbursement of any out-of-pocket expenses paid by Chicago
Title and Trust Company on behalf of the Trust, which out-of-pocket expenses
will be billed to the Trust within the first ten calendar days of the month
following the month in which such out-of-pocket expenses were incurred. The
Trust agrees to reimburse Chicago Title and Trust Company for such expenses
within ten calendar days of receipt of such ▇▇▇▇.
For the purpose of determining fees payable to Chicago Title and
Trust Company, the value of Series' net assets shall be computed at the times
and in the manner specified in Series' Prospectuses and Statement of Additional
Information then in effect.
During the term of this Agreement, should the Trust seek additional
or fewer services or functions beyond those outlined above, or in Schedule "A"
attached, a written amendment to this Agreement reflecting such shall be signed
by both Parties, and any compensation stated herein may be adjusted accordingly.
Section 5. DURATION AND TERMINATION
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(a) The term of this Agreement shall be for a period of one (1)
year, commencing on the date hereof and shall continue in force from year to
year thereafter, but only so long as such continuance is approved annually: (1)
by Chicago Title and Trust Company; and (2) by vote of a majority of the Trust's
Trustees who are not "interested persons" of either Party, as such term is
defined in the Act.
(b) The fee schedule will be fixed for a one (1) year period from
the date of the Agreement. After each one (1) year period, the fee will be
subject to annual review and an inflationary adjustment consistent with the
actual level of services provided by Chicago Title and Trust Company as compared
with those services set forth in Schedule "A".
(c) Subject to the terms of the preceding paragraph, this Agreement
may be terminated by Chicago Title and Trust Company at any time without penalty
upon giving the Trust one hundred eighty (180) days' written notice (which
notice may be waived in writing by the Trust) and may be terminated by the Trust
at any time upon giving Chicago Title and Trust Company one hundred eighty (180)
days' written notice (which notice may be waived in writing by Chicago Title and
Trust Company) provided that such termination by the Trust shall be directed or
approved by the vote of a majority of its Trustees in office at the time who are
not "interested persons" of either Party, as such term is defined in the Act.
(d) This Agreement shall extend to and shall be binding upon the
Parties hereto and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable by the Trust without the written
consent of Chicago Title and Trust Company or by Chicago Title and Trust Company
without the written consent of the Trust, authorized or approved by resolution
of the Trust's Board of Trustees; provided, however, no such consent shall be
required with respect to an assignment to, and the Trust expressly permits the
assignment of the rights and obligations hereunder to, a direct or indirect
wholly-owned subsidiary of Chicago Title and Trust Company (or of the direct
parent corporation of Chicago Title and Trust
Company) to which is transferred prior to any assignment the management and
personnel from Chicago Title and Trust Company responsible for the Trust's
operations.
Section 6. AMENDMENT
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No provision of this Agreement may be amended or modified, in any
manner except by a written agreement properly authorized and executed by the
Parties.
Section 7. APPLICABLE LAW
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This Agreement shall be governed by the laws of the State of
Illinois and that the venue of any action arising under this Agreement shall be
▇▇▇▇ County, State of Illinois.
Section 8. LIMITATION OF LIABILITY
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(a) The execution and delivery of this contract has been duly
authorized by the Board of Trustees of the Trust and executed on behalf of the
Trust by the undersigned officer, in that officer's capacity as an officer of
the Trust. The obligations under this Agreement shall be binding upon the
assets and property of the Trust and shall not be binding upon any officer or
shareholder individually.
(b) Chicago Title and Trust Company, its directors, officers,
employees, shareholders and agents shall not be liable for any error of judgment
or mistake of law or for any loss suffered by the Trust in connection with the
performance of this Agreement, except a loss resulting from willful misfeasance,
bad faith, or negligence or reckless disregard on the part of Chicago Title and
Trust Company in the performance of its obligations and duties under this
Agreement.
(c) Any person, even though also a director, officer, employee,
shareholder or agent of Chicago Title and Trust Company, who may be or become an
officer, trustee, employee or agent of the Trust shall be deemed, when rendering
services to such entity or acting on any business of such entity (other than
services or business in connection with Chicago Title and Trust Company's duties
under the Agreement), to be rendering such services to or acting solely for the
Trust and not as a director, officer, employee, shareholder or agent of, or one
under the control or direction of Chicago Title and Trust Company even though
such person receives compensation from Chicago Title and Trust Company.
(d) Notwithstanding any other provision of this Agreement, the
Trust shall indemnify and hold harmless Chicago Title and Trust Company, its
directors, officers, employees, shareholders and agents from and against any and
all claims, demands, expenses and liabilities (whether with or without basis in
fact or law) of any and every nature which Chicago Title and Trust Company may
sustain or incur or which may be asserted against Chicago Title and Trust
Company by any person by reason of, or as a result of: (i) any action taken or
omitted to be taken by Chicago Title and Trust Company in good faith; (ii) any
action taken or omitted to be taken by Chicago Title and Trust Company in good
faith in reliance upon any certificate, instrument, order or stock certificate
or other document reasonably believed by Chicago Title and Trust Company to be
genuine and to be signed, countersigned or executed by any duly authorized
person, upon the oral instructions or written instruction of an authorized
person of the Trust or upon the opinion of legal counsel for the Trust; or (iii)
any action taken or
omitted to be taken by Chicago Title and Trust Company in connection with its
appointment in good faith in reliance upon any law, act, regulation or
interpretation of the same even though the same may thereafter have been
altered, changed, amended or repealed. Indemnification under this subparagraph
shall not apply, however, to actions or omissions of Chicago Title and Trust
Company or its directors, officers, employees, shareholders or agents in cases
of its or their own negligence, misconduct, bad faith, or reckless disregard of
its or their own duties hereunder.
(e) Chicago Title and Trust Company shall give written notice to
the Trust within ten (10) business days of receipt by Chicago Title and Trust
Company of a written assertion or claim of any threatened or pending legal
proceeding which may be subject to this indemnification. The failure to notify
the Trust of such written assertion or claim shall not, however, operate in any
manner whatsoever to relieve the Trust of any liability arising under this
Section or otherwise, unless such failure prejudices the Trust.
(f) For any legal proceeding giving rise to this indemnification,
the Trust shall be entitled to defend or prosecute any claim in the name of
Chicago Title and Trust Company at its own expense and through counsel of its
own choosing if it gives written notice to Chicago Title and Trust Company
within thirty (30) business days of receiving notice of such claim.
Notwithstanding the foregoing, Chicago Title and Trust Company may participate
in the litigation at its own expense through counsel of its own choosing. If the
Trust does choose to defend or prosecute such claim, then the Parties shall
cooperate in the defense or prosecution thereof and shall furnish such records
and other information as are reasonably necessary.
(g) The terms of this Section 8 shall survive the termination of
this Agreement.
Section 9. NOTICES
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Except as otherwise provided in this Agreement, any notice or other
communication required by or permitted to be given in connection with this
Agreement shall be in writing, and shall be delivered in person or sent by first
class mail, postage prepaid, to the respective Parties as follows:
If to the Trust: If to Chicago Title and Trust Company:
---------------- --------------------------------------
CT&T FUNDS CHICAGO TITLE AND TRUST COMPANY
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
President Executive Vice President
Section 10. SEVERABILITY
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If any part, term or provision of this Agreement is held by any
court to be illegal, in conflict with any law or otherwise invalid, the
remaining portion or portions shall be considered severable and not affected,
and the rights and obligations of the Parties shall be construed and enforced as
if the Agreement did not contain the particular part, term or provision held to
be illegal or invalid.
Section 11. SECTION HEADINGS
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Section and Paragraph headings are for convenience only and shall
not be construed as part of this Agreement.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement,
consisting of ten type-written pages together with Schedules "A", "B" and "C",
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 CHICAGO TITLE AND TRUST COMPANY
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_____________________________ _____________________________
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇, By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
President Executive Vice President
_____________________________ _____________________________
Attest: Attest:
(SEAL) (SEAL)
AMENDMENT TO ADMINISTRATION 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") operating as an
open-end management investment company registered under the Investment Company
Act of 1940, as amended, duly organized and existing under the laws of the State
of Delaware and THE CHICAGO TRUST COMPANY, an Illinois corporation (the
"Administrator") (collectively, the "Parties").
WITNESSETH THAT:
WHEREAS, the Trust and Chicago Title and Trust Company originally entered
into an Administration Agreement dated June 15, 1995, wherein Chicago Title and
Trust Company agreed to provide certain administrative services to each Series
of the Trust (The "Administration Agreement"); and
WHEREAS, the Parties wish to amend the Administration Agreement to reflect
the following changes:
* The Parties acknowledge that, pursuant to the related Guaranty
Agreement and Master Services Agreement, administrative services are
provided through The Chicago Trust Company; and
* Certain non-fundamental updates have been made to the administrative
services set forth on the attached amended Schedule "A"; and
* The names of certain Series of the Trust have been changed, as set
forth on the attached amended Schedule "C".
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, together with amended Schedules "A" and
"C", 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 THE CHICAGO TRUST COMPANY
---------- -------------------------
_________________________________ _________________________________
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇, President By:
_________________________________ _________________________________
Attest: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Attest:
Vice President
SCHEDULE "A"
============
AS AMENDED ON DECEMBER 21, 1995
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TRUST ADMINISTRATION SERVICES TO BE PERFORMED
---------------------------------------------
ON BEHALF OF CT&T FUNDS
-----------------------
BY THE CHICAGO TRUST COMPANY
----------------------------
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I. REGULATORY COMPLIANCE
---------------------
A. Compliance - Federal Investment Company Act of 1940.
1. Review, report and present for renewal.
a. Investment advisory contracts.
b. Fidelity bond.
c. Underwriting contracts
d. Distribution (12b-1) plan
e. Administration contracts.
f. Accounting contracts.
g. Custody contracts.
h. Transfer agent and shareholder services contracts.
2. Filings.
a. N-SAR (semi-annual report and annual report).
b. Initial registration statement on Form N-1A, post-
effective amendments on Form N-1A, and supplements
("stickers").
c. Notice pursuant to Rule 24f-2 (registration of
indefinite number of shares.
d. Filing fidelity bond under 17g-1
e. Filing shareholder reports under 30b2-1.
f. Proxy statement (when necessary).
3. Annual up-dates of biographical information and
questionnaires for Trustees and Officers.
B. Compliance - State "Blue Sky."
1. Blue Sky (state registration).
a. Registration of shares (initial/renewal).
b. Registration issuer/dealer/agent (no loads).
c. Monitor sale of shares.
d. Report shares sold.
e. Filing of federal prospectus and contracts.
f. Filing annual and semi-annual reports with states.
C. Compliance - Prospectus.
1. Analyze and review portfolio reports from Adviser regarding:
a. Compliance with investment objectives.
b. Maximum investment by company/industry size.
D. Compliance - Other.
1. Proxy when necessary.
2. Applicable stock exchange rules.
3. Applicable state tax laws.
II. CORPORATE BUSINESS AND SHAREHOLDER/PUBLIC INFORMATION
-----------------------------------------------------
A. Trustees/Management.
1. Preparation of Board meetings.
a. Agendas and resolutions - all necessary items of
compliance.
b. Compile and distribute Board material.
c. Attend and record minutes of meetings.
d. Keep attendance records.
e. Maintain corporate records/minute book.
2. Preparation and distribution of periodic operation reports
to management.
B. Coordinate Proposals.
1. Printers.
2. Auditors.
3. Literature fulfillment.
4. Insurance.
5. Underwriters.
C. Maintain Corporate Calendars and Files.
1. General.
2. Blue sky.
D. Shareholder Meetings.
1. Preparation of proxy.
2. Conduct meeting.
3. Preparation of minutes and record ballot results.
E. Release Corporate Information.
1. To shareholders.
2. To financial and general press.
3. To industry publications.
a. Distributions (dividends and capital gains).
b. Tax information.
c. Changes to prospectus.
d. Letters from management.
e. Funds' performance.
4. Respond to:
a. Financial press, as authorized.
b. Miscellaneous shareholders inquiries.
c. Industry questionnaires.
5. Prepare, maintain and update monthly information manual.
F. Communications to Shareholders.
1. Coordinate printing and distribution of annual, semi-annual
and prospectus.
III. FINANCIAL AND MANAGEMENT REPORTING
----------------------------------
A. Income and Expenses.
1. Preparation of monthly expense analysis.
2. Expense figures calculated and accrual levels set.
3. Monitoring of expenses paid and expense caps.
4. Approve and prepare authorization for the payment of
expenses.
5. Checking Account Reconciliation. (monthly)
6. Write checks to pay vendors.
7. Calculation and payment of advisory fees.
B. Distributions to Shareholders.
1. Projections of distribution amounts.
a. Compliance with Sub-Chapter M income tax provisions.
b. Compliance with excise tax provisions - Schedules
prepared.
c. Compliance with Investment Company Act of 1940.
2. Compilation and distribution for tax reporting for
shareholders' 1099 Form.
C. Financial Reporting.
1. Liaison between fund management and auditors.
2. Preparation of unaudited and audited reports to
shareholders. (semi-annually)
- Statement of Assets and Liabilities
- Statement of Operations
- Statement of Changes in Net Assets
- Financial Highlights (per share data/analysis)
- Footnotes
- Schedule of Investments
3. 60 day delivery to SEC and shareholders.
4. Preparation of semi-annual and annual N-SARs and Financial
Data Sheet (Financial Information)
5. Preparation of Post-effective financial statements
(if applicable)
D. Other Financial Analyses.
1. Sales information, portfolio turnover (monthly)
2. Performance Calculations (monthly)
3. 1099 Miscellaneous - prepared for Directors/Trustees
(annually)
4. 1099 Dividend insert card prepared - coordinate printing and
mailing (annually)
5. 1099-DIV Form - validate per share amounts and tax status
(annually)
E. Review and Monitoring Functions.
1. Review accruals and reclassification entries.
2. Review Financial Reporting generated entries to ensure
proper update by accounting, ensure proper money movement by
reviewing daily bank statements, expense analysis. Review
capital stock reconciliations.
3. Asset Diversification and Income Qualifications Tests -
(1940 Act)
4. Analyze asset/liability accounts daily
F. Preparation and distribution of monthly operational reports to
management.
1. Management Statistics (Recap)
a. portfolio
b. book gains/losses/per share
c. net income, book income/per share
d. Capital stock
2. Performance Analysis
a. total return
b. monthly, quarterly, year to date, average annually
3. Short-Short Analysis
a. short-short income
▇. ▇▇▇▇▇ income (components)
4. Portfolio Turnover
a. market value
b. cost of purchases
c. net proceeds of sales
d. average market value
5. Asset Diversification Test
▇. ▇▇▇▇▇ assets
b. non-qualifying assets
c. 5% issuer
6. Activity Summary
a. shares sold, redeemed and reinvested
b. change in investment
c. change in price per share
d. net sales
7. Expense Analysis
a. accrued
b. paid
8. Performance Graphs
G. Provide rating agencies statistical data on a monthly and
quarterly basis.
H. For Money Market Funds - weekly ▇▇▇▇-to-Market review
- 5% test
- NAV variance
I. Board Package material (quarterly)
- Broker commissions
- dividends
- other schedules can be provided (additional fees may apply)
SCHEDULE "B"
============
FEE SCHEDULE FOR CT&T FUNDS
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~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
(All fees are quoted for a term of one (1) year from effective date.)
ANNUAL ADMINISTRATION FEE
-------------------------
.0009 On the First $200 Million of Average Net Assets
.0005 On the Next $300 Million of Average Net Assets
.0003 Over $500 Million of Average Net Assets
The above fee schedule is applicable to total aggregate net assets of the
Trust. Minimum annual fee $50,000 first portfolio plus $10,000 per
additional portfolio = presently $120,000.
OUT-OF-POCKET EXPENSES
----------------------
The Trust will reimburse Chicago Title and Trust Company monthly for all out-of-
pocket expenses, including, but not limited to: telephone; postage;
telecommunications; special reports; record retention; and travel costs.
ADDITIONAL SERVICES
-------------------
Activities of a non-recurring nature such as fund consolidations, mergers, or
reorganizations will be subject to negotiation. To the extent the Trust should
decide to create additional Series, or decide to issue multiple/separate classes
of shares, additional fees will apply. Any enhanced services or reports will be
quoted upon request.
SCHEDULE "C"
============
AS AMENDED ON DECEMBER 21, 1995
-------------------------------
IDENTIFICATION OF SERIES
========================
Below are listed the Series to which services under this Agreement are to be
performed as of the execution date of this Agreement:
CT&T FUNDS
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CHICAGO TRUST GROWTH & INCOME FUND
CHICAGO TRUST ASSET ALLOCATION FUND
CHICAGO TRUST BOND FUND
CHICAGO TRUST MUNICIPAL BOND FUND
CHICAGO TRUST MONEY MARKET FUND
CHICAGO TRUST TALON FUND
MONTAG & ▇▇▇▇▇▇▇▇ GROWTH FUND
MONTAG & ▇▇▇▇▇▇▇▇ BALANCED FUND
This Schedule "C" may be amended form time to time by agreement of the parties.
SUB-ADMINISTRATION AGREEMENT
============================
This Agreement, dated as of the 15th day of June, 1995, made by and between
Chicago Title and Trust Company, a corporation duly organized and existing under
the laws of the State of Illinois, and Fund/Plan Services, Inc. ("Fund/Plan"), a
corporation duly organized and existing under the laws of the Commonwealth of
Pennsylvania (collectively, the "Parties").
WITNESSETH THAT:
WHEREAS, Chicago Title and Trust Company serves as Administrator to CT&T
Funds, a Delaware Business Trust (the "Trust") operating as a registered
investment company under the Investment Company Act of 1940, as amended, duly
organized and existing under the laws of the State of Delaware; and
WHEREAS, the Trust is authorized by its Trust Instrument to issue separate
series of shares representing interests in separate investment portfolios (the
"Series"), which Series are identified on Schedule "C" attached hereto, and
which Schedule "C" may be amended from time to time by mutual agreement of the
Parties, as new Series are added to the Trust; and
WHEREAS, Chicago Title and Trust Company provides certain administrative
services to the Trust pursuant to its Administration Agreement with the Trust
and wishes to subcontract from time to time certain or all such services; and
WHEREAS, the Parties desire to enter into a Sub-Administration Agreement
whereby Fund/Plan will provide certain administration services with respect to
each of the Series on the terms and conditions set forth in this Agreement; and
WHEREAS, Fund/Plan is willing to serve in such capacity and perform such
administrative services under the terms and conditions set forth below; and
WHEREAS, Chicago Title and Trust Company, in its capacity as Administrator
for each Series of the Trust, will provide certain information concerning the
Series to Fund/Plan as set forth below; and
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree as follows:
Section 1. APPOINTMENT
Chicago Title and Trust Company, in its capacity as Administrator
to the Trust, hereby sub-contracts with Fund/Plan to provide certain
administrative services with respect to each Series of the Trust and Fund/Plan
agrees to provide such services pursuant to the terms and conditions of this
agreement. Chicago Title and Trust Company, in its capacity as Administrator to
the Trust, further agrees to appoint Fund/Plan as Sub-Administrator to any
additional Series which, from time to time may be added to the Trust.
Section 2. DUTIES AND OBLIGATIONS OF FUND/PLAN
(a) Subject to the succeeding provisions of this section and
subject to the direction and control and the general supervision of Chicago
Title and Trust Company, Fund/Plan shall provide all administrative services to
Chicago Title and Trust Company with respect to each of the Series as set forth
in Schedule "A" attached hereto and incorporated by reference into this
Agreement. In addition to the obligations set forth in Schedule "A", Fund/Plan
shall (i) provide its own office space, facilities and equipment and personnel
for the performance of its duties under this Agreement; and (ii) take all
actions it deems necessary to properly execute the services provided for in this
agreement.
(b) So that Fund/Plan may perform its duties under the terms of
this Agreement, Chicago Title and Trust Company shall use its best efforts to
cause the Trust's Officers, Investment Advisers, Distributor, Legal Counsel,
Independent Accountants, and Custodian of the Trust to fully cooperate with
Fund/Plan and to provide such information, documents and advice relating to the
Series as is within the possession or knowledge of such persons. In connection
with its duties, Fund/Plan shall be entitled to rely, and shall be held harmless
by Chicago Title and Trust Company or the Trust when acting in reasonable
reliance upon the instruction, advice or any documents relating to the Series as
provided by Chicago Title and Trust Company or the Trust to Fund/Plan by any of
the aforementioned persons. All fees charged by any such persons shall be deemed
an expense of the Trust.
(c) Any activities performed by Fund/Plan under this Agreement
shall conform to the requirements of:
(1) the provisions of the Investment Company Act of 1940, as
amended (the "Act") and the Securities amended, and of any
rules or regulations Act of 1933, as in force thereunder;
(2) any other applicable provision of state and federal law;
(3) the provisions of the Declaration of Trust and By-Laws of
the Trust as amended from time to time;
(4) any policies and determinations of the Board of Trustees
of the Trust; and
(5) the fundamental policies of the Series as reflected in its
registration statement under the Act.
(d) Fund/Plan agrees that any and all records that it maintains
for Chicago Title and Trust Company are property of the Trust and will be
surrendered promptly to the Trust upon written request. Fund/Plan will preserve,
for the periods prescribed under Rule 31a-2 under the Act, all such records
required to be maintained under Rule 31a-1 of the Act.
(e) Nothing in this Agreement shall prevent Fund/Plan or any
officer thereof from acting as administrator for or with any other person, firm
or corporation. While the administrative services supplied to Chicago Title and
Trust Company for the Trust may be different than those supplied to other
persons, firms or corporations, Fund/Plan shall provide equitable treatment in
supplying services. Chicago Title and Trust Company recognizes that it will not
receive preferential treatment from Fund/Plan as compared with the treatment
provided to other Fund/Plan clients. Fund/Plan agrees to maintain the records
and all other information of the Trust in a confidential manner and shall not
use such information for any purpose other than the performance of Fund/Plan's
duties under this Agreement.
Section 3. ALLOCATION OF EXPENSES
All costs and expenses of the Trust shall be paid by the Trust,
including, but not limited to:
(a) fees paid to the Investment Adviser(s);
(b) interest and taxes;
(c) brokerage fees and commissions;
(d) insurance premiums;
(e) compensation and expenses of its Trustees who are not
affiliated persons of the Trust, any Investment Adviser(s) or
Chicago Title and Trust Company;
(f) legal, accounting and audit expenses;
(g) custodian and transfer agent, or shareholder servicing agent,
fees and expenses;
(h) fees and expenses incident to the registration of the shares
of the Trust under Federal or state securities laws;
(i) expenses related to preparing, setting in type, printing and
mailing prospectuses, statements of additional information,
reports and notices and proxy material to shareholders of the
Trust;
(j) all expenses incidental to holding meetings of shareholders
and Trustees of the Trust; and
(k) such extraordinary expenses as may arise, including
litigation, affecting the Trust and the legal obligations
which the Trust may have regarding indemnification of its
officers and trustees.
Section 4. COMPENSATION OF FUND/PLAN
Chicago Title and Trust Company agrees to pay Fund/Plan
compensation for its services and to reimburse it for expenses, at the rates and
amounts as set forth in Schedule "B" attached hereto, and as shall be set forth
in any future amendments to such Schedule "B" approved by the Parties. Chicago
Title and Trust Company agrees and understands that Fund/Plan's compensation
will be comprised of two components and payable on a monthly basis as follows:
(i) A fixed fee for each Series, together with a combined asset-
based fee that Chicago Title and Trust Company, in its capacity as Administrator
to the Trust, hereby authorizes Fund/Plan to collect by debiting the Trusts'
custody account for invoices which are rendered for the services performed. The
invoices for the services performed will be sent to the Trust after such
debiting with the indication that payment has been made; and
(ii) reimbursement of any out-of-pocket expenses paid by Fund/Plan
on behalf of Chicago Title and Trust Company or the Trust, which out-of-pocket
expenses will be billed to Chicago Title and Trust Company within the first ten
calendar days of the month following the month in which such out-of-pocket
expenses were incurred. Chicago Title and Trust Company agrees, in its capacity
as Administrator to the Trust, to reimburse Fund/Plan for such expenses within
ten calendar days of receipt of such ▇▇▇▇.
For the purpose of determining fees payable to Fund/Plan, the value
of Series' net assets shall be computed at the times and in the manner specified
in Series' Prospectuses and Statement of Additional Information then in effect.
During the term of this Agreement, should Chicago Title and Trust
Company, in its capacity as Administrator to the Trust, seek additional or fewer
services or functions beyond those outlined above, or in Schedule "A" attached,
a written amendment to this Agreement reflecting such shall be signed by both
Parties, and any compensation stated herein may be adjusted accordingly.
Section 5. DURATION AND TERMINATION
(a) The term of this Agreement shall be for a period of one (1)
year, commencing on the date hereof and shall continue in force from year to
year thereafter subject to the termination provisions set forth in paragraph (c)
of this section 5.
(b) The fee schedule will be fixed for a one (1) year period from
the date of the Agreement. After each one (1) year period, the fee will be
subject to annual review and an inflationary adjustment consistent with the
actual level of services provided by Fund/Plan as compared with those services
set forth in Schedule "A".
(c) Subject to the terms of the preceding paragraph, this
Agreement may be terminated by Fund/Plan at any time without penalty upon giving
Chicago Title and Trust Company one hundred eighty (180) days' written notice
(which notice may be waived in writing by Chicago Title and Trust Company) and
may be terminated by Chicago Title and Trust Company at any time upon giving
Fund/Plan one hundred eighty (180) days' written notice (which notice may be
waived in writing by Fund/Plan) provided that such termination by Chicago Title
and Trust Company shall be directed or approved by the vote of a majority of the
Trustees in office at the time who are not "interested persons" of either Party,
as such term is defined in the Act.
(d) This Agreement shall extend to and shall be binding upon the
Parties hereto and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable by Chicago Title and Trust Company
without the written consent of Fund/Plan or by Fund/Plan without the written
consent of Chicago Title and Trust Company; provided, however, no such consent
shall be required with respect to an assignment to, and Fund/Plan expressly
permits the assignment of the rights and obligations hereunder to, a direct or
indirect wholly-owned subsidiary of Chicago Title and Trust Company (or of the
direct parent corporation of Chicago Title and Trust Company).
Section 6. AMENDMENT
No provision of this Agreement may be amended or modified, in any
manner except by a written agreement properly authorized and executed by the
Parties.
Section 7. APPLICABLE LAW
This Agreement shall be governed by the laws of the Commonwealth of
Pennsylvania and that the venue of any action arising under this Agreement shall
be ▇▇▇▇▇▇▇▇▇▇ County, Commonwealth of Pennsylvania.
Section 8. LIMITATION OF LIABILITY
(a) The execution and delivery of this contract has been executed
on behalf of Chicago Title and Trust Company by the undersigned officer, in that
officer's capacity as an officer of Chicago Title and Trust Company. The
obligations under this Agreement shall be binding upon the assets and property
of Chicago Title and Trust Company and shall not be binding upon any officer or
shareholder individually.
(b) Fund/Plan, its directors, officers, employees, shareholders
and agents shall not be liable for any error of judgment or mistake of law or
for any loss suffered by Chicago Title and Trust Company or the Trust in
connection with the performance of this Agreement, except a loss resulting from
willful misfeasance, bad faith, or negligence or reckless disregard on the part
of Fund/Plan in the performance of its obligations and duties under this
Agreement.
(c) Any person, even though also a director, officer, employee,
shareholder or agent of Fund/Plan, who may be or become an officer, trustee,
employee or agent of the Trust shall be deemed, when rendering services to such
entity or acting on any business of such entity (other than services or business
in connection with Fund/Plan's duties under the Agreement), to be rendering such
services to or acting solely for the Trust and not as a director, officer,
employee, shareholder or agent of, or one under the control or direction of
Fund/Plan even though such person receives compensation from Fund/Plan.
(d) Notwithstanding any other provision of this Agreement, Chicago
Title and Trust Company, in its capacity as Administrator to the Trust, shall
indemnify and hold harmless Fund/Plan, its directors, officers, employees,
shareholders and agents from and against any and all claims, demands, expenses
and liabilities (whether with or without basis in fact or law) of any and every
nature which Fund/Plan may sustain or incur or which may be asserted against
Fund/Plan by any person by reason of, or as a result of: (i) any action taken
or omitted to be taken by Fund/Plan in good faith; (ii) any action taken or
omitted to be taken by Fund/Plan in good faith in reliance upon any certificate,
instrument, order or stock certificate or other document reasonably believed by
Fund/Plan to be genuine and to be signed, countersigned or executed by any duly
authorized person, upon the oral instructions or written instruction of an
authorized person of Chicago Title and Trust Company, the Trust, or upon the
opinion of legal counsel for the Trust; or (iii) any action taken or omitted to
be taken by Fund/Plan in connection with its appointment in good faith in
reliance upon any law, act, regulation or interpretation of the same even though
the same may thereafter have been altered, changed, amended or repealed.
Indemnification under this subparagraph shall not apply, however, to actions or
omissions of Fund/Plan or its directors, officers, employees, shareholders or
agents in cases of its or their own negligence, misconduct, bad faith, or
reckless disregard of its or their own duties hereunder.
(e) Fund/Plan shall give written notice to Chicago Title and Trust
Company within ten (10) business days of receipt by Fund/Plan of a written
assertion or claim of any threatened or pending legal proceeding which may be
subject to this indemnification. The failure to notify Chicago Title and Trust
Company of such written assertion or claim shall not, however, operate in any
manner whatsoever to relieve Chicago Title and Trust Company, in its capacity as
Administrator to the Trust, of any liability arising under this Section or
otherwise, unless such failure prejudices Chicago Title and Trust Company.
(f) For any legal proceeding giving rise to this indemnification,
Chicago Title and Trust Company shall be entitled to defend or prosecute any
claim in the name of Fund/Plan at its own expense and through counsel of its own
choosing if it gives written notice to Fund/Plan within thirty (30) business
days of receiving notice of such claim. Notwithstanding the foregoing,
Fund/Plan may participate in the litigation at its own expense through counsel
of its own choosing. If Chicago Title and Trust Company does choose to defend
or prosecute such claim, then the Parties shall cooperate in the defense or
prosecution thereof and shall furnish such records and other information as are
reasonably necessary.
(g) The terms of this Section 8 shall survive the termination of
this Agreement.
Section 9. NOTICES Except as otherwise provided in this Agreement, any notice
or other communication required by or permitted to be given in connection with
this Agreement shall be in writing, and shall be delivered in person or sent by
first class mail, postage prepaid, to the respective Parties as follows:
If to Chicago Title and Trust Company: If to Fund/Plan Services, Inc.:
-------------------------------------- -------------------------------
CHICAGO TITLE AND TRUST COMPANY FUND/PLAN SERVICES, INC.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ #▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
Executive Vice President President
Section 10. SEVERABILITY
If any part, term or provision of this Agreement is held by any
court to be illegal, in conflict with any law or otherwise invalid, the
remaining portion or portions shall be considered severable and not affected,
and the rights and obligations of the Parties shall be construed and enforced as
if the Agreement did not contain the particular part, term or provision held to
be illegal or invalid.
Section 11. SECTION HEADINGS
Section and Paragraph headings are for convenience only and shall
not be construed as part of this Agreement.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement,
consisting of ten type-written pages together with Schedules "A", "B" and "C",
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 TITLE AND TRUST COMPANY FUND/PLAN SERVICES, INC.
------------------------------- ------------------------
_______________________________ _______________________________
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
Executive Vice President President
_______________________________ _______________________________
Attest: Attest:
(SEAL) (SEAL)
AMENDMENT TO SUB-ADMINISTRATION AGREEMENT
-----------------------------------------
This AGREEMENT, dated as of the 21st day of December, 1995 made by and
between THE CHICAGO TRUST COMPANY (the "Administrator"), an Illinois
corporation, and FUND/PLAN SERVICES, INC. (the "Sub-Administrator"), a Delaware
corporation (collectively, the "Parties"), with respect to CT&T FUNDS, a
Delaware business trust (the "Trust") operating as an open-end management
investment company registered under the Investment Company Act of 1940, as
amended, duly organized and existing under the laws of the State of Delaware.
WITNESSETH THAT:
WHEREAS, Chicago Title and Trust Company and Fund/Plan Services, Inc.
originally entered into a Sub-Administration Agreement dated June 15, 1995,
wherein Fund/Plan Services, Inc. agreed to provide certain sub-administrative
services to Chicago Title and Trust Company with respect to each Series of the
Trust (the "Sub-Administration Agreement").
WHEREAS, the Parties wish to amend the Sub-Administration Agreement to
reflect the following changes:
* The Parties acknowledge that, pursuant to the related Guaranty
Agreement and Master Services Agreement, administrative services are
provided through The Chicago Trust Company; and
* Certain non-fundamental updates have been made to the administrative
services set forth on the attached amended Schedule "A"; and
* The names of certain Series of the Trust have been changed, as set
forth on the attached amended Schedule "C".
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, together with amended Schedules "A" and
"C", 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.
THE CHICAGO TRUST COMPANY FUND/PLAN SERVICES, INC.
--------------------------------- ----------------------------------
By: By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
--------------------------------- ----------------------------------
Attest: Attest: ▇▇▇▇▇ ▇. ▇▇▇▇▇, Secretary
SCHEDULE "A"
============
As Amended on December 21, 1995
-------------------------------
TRUST ADMINISTRATION SERVICES TO BE PERFORMED
---------------------------------------------
ON BEHALF OF THE CHICAGO TRUST COMPANY
--------------------------------------
BY FUND/PLAN SERVICES, INC.
---------------------------
________________________________________________________________________________
I. REGULATORY COMPLIANCE
---------------------
A. Compliance - Federal Investment Company Act of 1940.
1. Review, report and present for renewal.
a. Investment advisory contracts.
b. Fidelity bond.
c. Underwriting contracts
d. Distribution (12b-1) plan
e. Administration contracts.
f. Accounting contracts.
g. Custody contracts.
h. Transfer agent and shareholder services contracts.
2. Filings.
a. N-SAR (semi-annual report and annual report).
b. Initial registration statement on Form N-1A,
post-effective amendments on Form N-1A, and
supplements ("stickers").
c. Notice pursuant to Rule 24f-2 (registration of
indefinite number of shares).
d. Filing fidelity bond under 17g-1
e. Filing shareholder reports under 30b2-1.
f. Proxy statement (when necessary).
3. Annual up-dates of biographical information and
questionnaires for Trustees and Officers.
B. Compliance - State "Blue Sky."
1. Blue Sky (state registration).
a. Registration of shares (initial/renewal).
b. Registration issuer/dealer/agent (no loads).
c. Monitor sale of shares.
d. Report shares sold.
e. Filing of federal prospectus and contracts.
f. Filing annual and semi-annual reports with
states.
C. Compliance - Prospectus.
1. Analyze and review portfolio reports from Adviser regarding:
a. Compliance with investment objectives.
b. Maximum investment by company/industry size.
D. Compliance - Other.
1. Proxy when necessary.
2. Applicable stock exchange rules.
3. Applicable state tax laws.
II. CORPORATE BUSINESS AND SHAREHOLDER/PUBLIC INFORMATION
-----------------------------------------------------
A. Trustees/Management.
1. Preparation of Board meetings.
a. Agendas and resolutions - all necessary items of
compliance.
b. Compile and distribute Board material.
c. Attend and record minutes of meetings.
d. Keep attendance records.
e. Maintain corporate records/minute book.
2. Preparation and distribution of periodic operation reports
to management.
B. Coordinate Proposals.
1. Printers.
2. Auditors.
3. Literature fulfillment.
4. Insurance.
5. Underwriters.
C. Maintain Corporate Calendars and Files.
1. General.
2. Blue sky.
D. Shareholder Meetings.
1. Preparation of proxy.
2. Conduct meeting.
3. Preparation of minutes and record ballot results.
E. Release Corporate Information.
1. To shareholders.
2. To financial and general press.
3. To industry publications.
a. Distributions (dividends and capital gains).
b. Tax information.
c. Changes to prospectus.
d. Letters from management.
e. Funds' performance.
4. Respond to:
a. Financial press, as authorized.
b. Miscellaneous shareholders inquiries.
c. Industry questionnaires.
5. Prepare, maintain and update monthly information manual.
F. Communications to Shareholders.
1. Coordinate printing and distribution of annual, semi-annual
and prospectus.
III. FINANCIAL AND MANAGEMENT REPORTING
----------------------------------
A. Income and Expenses.
1. Preparation of monthly expense analysis.
2. Expense figures calculated and accrual levels set.
3. Monitoring of expenses paid and expense caps.
4. Approve and prepare authorization for the payment of
expenses.
5. Checking Account Reconciliation (monthly).
6. Write checks to pay vendors.
7. Calculation and payment of advisory fees.
B. Distributions to Shareholders.
1. Projections of distribution amounts.
a. Compliance with Sub-Chapter M income tax provisions.
b. Compliance with excise tax provisions - Schedules
prepared.
c. Compliance with Investment Company Act of 1940.
2. Compilation and distribution for tax reporting for
shareholders' 1099 Form.
C. Financial Reporting.
1. Liaison between fund management and auditors.
2. Preparation of unaudited and audited reports to
shareholders (semi-annually).
- Statement of Assets and Liabilities
- Statement of Operations
- Statement of Changes in Net Assets
- Financial Highlights (per share data/analysis)
- Footnotes
- Schedule of Investments
3. 60 day delivery to SEC and shareholders.
4. Preparation of semi-annual and annual N-SARs and Financial
Data Sheet (Financial Information)
5. Preparation of Post-effective financial statements (if
applicable)
D. Other Financial Analyses.
1. Sales information, portfolio turnover (monthly)
2. Performance Calculations (monthly)
3. 1099 Miscellaneous - prepared for Directors/Trustees
(annually)
4. 1099 Dividend insert card prepared - coordinate printing and
mailing (annually)
5. 1099-DIV Form - validate per share amounts and tax status
(annually)
E. Review and Monitoring Functions.
1. Review accruals and reclassification entries.
2. Review Financial Reporting generated entries to ensure
proper update by accounting, ensure proper money movement by
reviewing daily bank statements, expense analysis. Review
capital stock reconciliations.
3. Asset Diversification and Income Qualifications Tests -(1940
Act)
4. Analyze asset/liability accounts daily
F. Preparation and distribution of monthly operational reports to
management.
1. Management Statistics (Recap)
a. portfolio
b. book gains/losses/per share
c. net income, book income/per share
d. Capital stock
2. Performance Analysis
a. total return
b. monthly, quarterly, year to date, average annually
3. Short-Short Analysis
a. short-short income
▇. ▇▇▇▇▇ income (components)
4. Portfolio Turnover
a. market value
b. cost of purchases
c. net proceeds of sales
d. average market value
5. Asset Diversification Test
▇. ▇▇▇▇▇ assets
b. non-qualifying assets
c. 5% issuer
6. Activity Summary
a. shares sold, redeemed and reinvested
b. change in investment
c. change in price per share
d. net sales
7. Expense Analysis
a. accrued
b. paid
8. Performance Graphs
G. Provide rating agencies statistical data on a monthly and
quarterly basis.
H. For Money Market Funds - weekly ▇▇▇▇-to-Market review
- 5% test
- NAV variance
I. Board Package material (quarterly)
- Broker commissions
- dividends
- other schedules can be provided (additional fees may apply)
SCHEDULE "B"
============
FEE SCHEDULE FOR CT&T FUNDS
---------------------------
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
(All fees are quoted for a term of one (1) year from effective date.)
ANNUAL SUB-ADMINISTRATION FEE
-----------------------------
.0009 On the First $200 Million of Average Net Assets
.0005 On the Next $300 Million of Average Net Assets
.0003 Over $500 Million of Average Net Assets
The above fee schedule is applicable to total aggregate net assets of the
Trust. Minimum annual fee $50,000 first portfolio plus $10,000 per
additional portfolio = presently $120,000.
OUT-OF-POCKET EXPENSES
----------------------
Chicago Title and Trust Company, in its capacity as Administrator to the Trust
and on behalf of the Trust, will reimburse Fund/Plan monthly for all out-of-
pocket expenses, including, but not limited to: telephone; postage;
telecommunications; special reports; record retention; and travel costs.
ADDITIONAL SERVICES
-------------------
Activities of a non-recurring nature such as fund consolidations, mergers, or
reorganizations will be subject to negotiation. To the extent the Trust should
decide to create additional Series, or decide to issue multiple/separate classes
of shares, additional fees will apply. Any enhanced services or reports will be
quoted upon request.
SCHEDULE "C"
============
AS AMENDED ON DECEMBER 21, 1995
-------------------------------
IDENTIFICATION OF SERIES
========================
Below are listed the Series to which services under this Agreement are to be
performed as of the execution date of this Agreement:
CT&T FUNDS
----------
CHICAGO TRUST GROWTH & INCOME FUND
CHICAGO TRUST ASSET ALLOCATION FUND
CHICAGO TRUST BOND FUND
CHICAGO TRUST MUNICIPAL BOND FUND
CHICAGO TRUST MONEY MARKET FUND
CHICAGO TRUST TALON FUND
MONTAG & ▇▇▇▇▇▇▇▇ GROWTH FUND
MONTAG & ▇▇▇▇▇▇▇▇ BALANCED FUND
This Schedule "C" may be amended form time to time by agreement of the parties.