- Amended and Restated -
SUB-INVESTMENT ADVISORY AGREEMENT
between
THE CHICAGO TRUST COMPANY
and
TALON ASSET MANAGEMENT, INC.
SUB-INVESTMENT ADVISORY AGREEMENT (the "Agreement") made the 27th day of
August, 1994, as amended on December 21, 1995 and further amended and restated
this 23rd day of December, 1996, by and between The Chicago Trust Company
(hereinafter referred to as the "Investment Advisor") and Talon Asset
Management, Inc. (hereinafter referred to as the "Sub-Advisor"), which Agreement
may be executed in any number of counterparts, each of which shall be deemed to
be an original, but all of which together shall constitute but one instrument.
WITNESSETH:
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WHEREAS, the Investment Advisor wishes to enter into a contract with the
Sub-Advisor to render the Investment Advisor the following services:
Provide research, analysis, advice and recommendations with respect to the
purchase and sale of securities, and make investment commitments regarding
assets of the Chicago Trust Talon Fund (hereinafter referred to as the "Fund";
the Fund is a series of CT&T Funds, hereinafter referred to as the "Trust"),
subject to oversight by the Board of Trustees of the Trust and the supervision
of the Investment Advisor.
NOW THEREFORE, in consideration of the mutual agreements herein contained,
and intending to be bound, the parties agree as follows:
1. As compensation for the services enumerated herein, the Investment
Advisor will pay the Sub-Advisor a fee, which shall be calculated monthly and
payable quarterly, as described below.
For months in which the Fund's average daily net assets exceed $18
million, the Investment Advisor will pay the Sub-Advisor a fee equal to 68.75%
of the management fee that the Investment Advisor receives from the Fund, net of
any expense reimbursement. For months in which the Fund's average daily net
assets are $18 million or less, the Sub-Advisor shall not receive a fee.
If this Agreement shall become effective subsequent to the first day
of a month, or shall terminate before the last day of a month, the Sub-Advisor's
compensation for such fraction of the month shall be determined by applying the
foregoing percentages to the average daily net asset value of the Fund during
such fraction of a month and in the proportion that such fraction of a month
bears to the entire month.
2. This Agreement shall become effective as of the date first above
written, subject to the approval of the Trustees of the Trust and shareholders
of the Fund in accordance with the provisions of the Investment Company Act of
1940 (the "Act"). The Investment Advisor will promptly advise the Sub-Advisor as
to the giving of such approval. The Investment Advisor represents that it is the
investment advisor of the Fund, with the authority as such to enter into this
Agreement.
3. This Agreement shall continue for a period ending one year from its
effective date. It may be renewed thereafter by the Investment Advisor and the
Sub-Advisor for successive periods not exceeding one year only so long as such
renewal and continuance is specifically approved at least annually by the Board
of Trustees of the Trust or by a vote of the majority of the outstanding voting
securities of the Fund as prescribed by the Act and provided further that such
continuance is approved at least annually thereafter by a vote of a majority of
the Trust's Trustees, who are not parties to such Agreement or interested
persons of such a party, cast in person at a meeting called for the purpose of
voting on such approval. This Agreement will terminate automatically without the
payment of any penalty upon termination of the Investment Advisory Agreement
("Investment Advisory Agreement") relating to the Fund between the Trust and the
Investment Advisor (accompanied by simultaneous notice to the Sub-Advisor) or
upon sixty days' written notice by the Trust to the Sub-Advisor that the
Trustees of the Trust or the shareholders by vote of a majority of the
outstanding voting securities of the Fund, as provided by the Act, have
terminated the Investment Advisory Agreement. This Agreement may also be
terminated by the Sub-Advisor without penalty upon sixty days' written notice to
Investment Advisor and the Trust.
This Agreement shall terminate automatically in the event of its
assignment or (upon notice thereof to the Sub-Advisor) the assignment of the
Investment Advisory Agreement, unless its continuation thereafter is approved by
the Board of Trustees of the Trust and the shareholders of the Fund as required
by the Act (in each case as the term "assignment" is defined in section 2(a)(4)
of the Act).
4. Subject to the supervision of the Board of Trustees of the Trust and
the Investment Advisor, the Sub-Advisor will provide an investment program for
the Fund, including investment research and management with respect to
securities and investments, including cash and cash equivalents in the Fund, and
will determine from time to time what securities and other investments will be
purchased, retained or sold by the Fund. The Sub-Advisor will provide the
services under this Agreement in accordance with the Fund's investment
objective, policies and restrictions as stated in the Prospectus (as used herein
this term includes the related Statement of Additional Information). The Sub-
Advisor further agrees that it:
(a) will conform with all applicable Rules and Regulations of the
Securities and Exchange Commission and will, in addition, conduct its activities
under this Agreement in accordance with regulations of any other Federal or
State agencies which now have or in the future will have jurisdiction over its
activities;
(b) will pay all expenses incurred by it in connection with its
activities under this Agreement other than the cost of securities and other
investments (including brokerage commissions and other transaction charges, if
any) purchased for the Fund, provided that the Sub-Advisor will not pay for or
provide a credit with respect to any research provided to it in accordance with
Section 4(c).
(c) will place orders pursuant to its investment determinations for
the Fund either directly with any broker or dealer, or with the issuer. In
placing orders with brokers or dealers, the Sub-Advisor will attempt to obtain
the best overall price and the most favorable execution of its orders, except as
provided below. Consistent with this obligation, when the execution and price
offered by two or more brokers or dealers are comparable, the Sub-Advisor has
been advised by the Investment Advisor that the Trust has authorized the
Investment Advisor to authorize the Sub-Advisor, in its discretion, to purchase
and sell securities to and from brokers and dealers who promote the sale of Fund
shares and the Investment Advisor hereby so authorizes the Sub-Advisor. In no
instance will securities be purchased from or sold to the Sub-Advisor or any
affiliated person of the Sub-Advisor as principal. Notwithstanding the foregoing
sentence, the Sub-Advisor may arrange for the execution of brokered transactions
through an affiliated broker dealer in conformity with the policies and
procedures for such purpose which have been established by the Trustees of the
Fund. Subject to policies established by the Board of Trustees of the Trust and
communicated to the Sub-Advisor, it is understood that the Sub-Advisor 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
Investment Advisor or 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 Sub-Advisor 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
Sub-Advisor's overall responsibilities with respect to the accounts, including
the Fund, as to which it exercises investment discretion.
(d) will review the daily valuation of securities owned by the Fund
as obtained on a daily basis by the Fund's administrator and furnished by it to
Sub-Advisor, and will promptly notify the Trust and the Investment Advisor if
the Sub-Advisor believes that any such valuations may not properly reflect the
market value of any securities owned by the Fund, provided, however, that the
Sub-Advisor is not required by this sub-paragraph to obtain valuations of any
such securities from brokers or dealers or otherwise, or to otherwise
independently verify valuations of any such securities.
(e) will attend regular business and investment-related meetings with
the Trust's Board of Trustees and the Investment Advisor if requested to do so
by the Trust and/or the Investment Advisor.
(f) maintain books and records with respect to the securities
transactions for the Fund, furnish to the Investment Advisor and the Trust's
Board of Trustees such periodic and special reports as they may request with
respect to the Fund, and provide in advance to the Investment Advisor all of the
Sub-Advisor's reports to the Trust's Board of Trustees for examination and
review within a reasonable time prior to the Trust's Board meetings.
5. Sub-Advisor agrees with respect to the services provided to the Fund
that it:
(a) will telecopy trade information to FPS Services, Inc., 0000
Xxxxxxx Xxxxx, Xxxx xx Xxxxxxx, XX 00000, on the first business day following
the day of the trade and cause broker confirmations to be sent directly to the
Investment Advisor; and
(b) will treat confidentially and as proprietary information of the
Trust all records and other information relative to the Fund and its prior,
present or potential shareholders, and will not use such records and information
for any purpose other than performance of its responsibilities and duties
hereunder (except after prior notification to and approval in writing by the
Trust, which approval may not be withheld where Sub-Advisor is advised by
counsel that the Sub-Advisor may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such information by
duly constituted authorities, or when so requested by the Trust).
6. In compliance with the requirements of Rule 31a-3 under the Act, Sub-
Advisor acknowledges that all records which it maintains for the Trust are the
property of the Trust and agrees to surrender promptly to the Trust any of such
records upon the Trust's request, provided, that Sub-Advisor may retain copies
thereof at its own expense. Sub-Advisor further agrees to preserve for the
periods prescribed by Rule 31a-2 under the Act the records required to be
maintained by Rule 31a-1 under the Act relating to transactions placed by Sub-
Advisor for the Fund.
7. It is expressly understood and agreed that the services to be rendered
by the Sub-Advisor to the Investment Advisor under the provisions of this
Agreement are not to be deemed to be exclusive, and the Sub-Advisor shall be
free to provide similar or different services to others so long as its ability
to provide the services provided for in this Agreement shall not be materially
impaired thereby.
8. The Investment Advisor agrees that it will furnish currently to the
Sub-Advisor all information with reference to the Fund and the Trust that is
reasonably necessary to permit the Sub-Advisor to carry out its responsibilities
under this Agreement, and the parties agree that they will from time to time
consult and make appropriate arrangements as to specific information that is
required under this paragraph and the frequency and manner with which it shall
be supplied. Without limiting the generality of the foregoing, Investment
Advisor will furnish to Sub-Advisor procedures consistent with the Trust's
contract with the Fund's custodian from time to time (the "Custodian"), and
reasonably satisfactory to Sub-Advisor, for consummation of portfolio
transactions for the Fund by payment to or delivery by the Custodian of all cash
and/or securities or other investments due to or from the Fund, and Sub-Advisor
shall not have possession or custody thereof or any responsibility or liability
with respect to such custody. Upon giving proper instructions to the Custodian,
Sub-Advisor shall have no responsibility or liability with respect to custodial
arrangements or the acts, omissions or other conduct of the Custodian.
9. The Sub-Advisor and its directors, officers, stockholders, employees
and agents shall not be liable for any error of judgment or mistake of law or
for any loss suffered by the Investment Advisor or the Trust in connection with
any matters to which this Agreement relates or for any other act or omission in
the performance by the Sub-Advisor of its duties under this agreement except
that nothing herein contained shall be construed to protect the Sub-Advisor
against any liability by reason of the Sub-Advisor's willful misfeasance, bad
faith, or gross negligence in the performance of its duties or by reckless
disregard of its obligations or duties under this Agreement.
10. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby. Except to the extent governed by federal law including
the Act, this Agreement shall be governed by, and construed in accordance with,
the laws of the State of Delaware, without applying the principles of conflicts
of law thereunder.
11. No provision of this Agreement may be changed, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, discharge or termination is sought. No
amendment of this Agreement shall be effective with respect to the Trust until
approved in accordance with the Act.
12. Use of the name "Talon" and all rights to the use thereof belong to
the Sub-Advisor which hereby consents to the use by the Trust of such name and
grants to the Trust a non-exclusive license to the use of such as part of the
name of the Fund. In the event the Sub-Advisor is terminated or not re-appointed
as sub-investment advisor of the Fund or the Investment Advisor ceases to be the
investment advisor of the Fund or of any series using such name, the non-
exclusive license granted herein may be revoked by the Sub-Advisor and the Trust
shall promptly cease using such name as part of the name of the Fund, upon
receipt of the written request therefore by the Sub-Advisor or any successor to
its interests in such name.
13. Any notice to be given hereunder may be given by personal notification
or by facsimile transmission, to the party specified at the address stated
below:
(a) To the Investment Advisor at:
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The Chicago Trust Company
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxxx
Facsimile: (000) 000-0000
(b) To the Sub-Advisor at:
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Talon Asset Management, Inc.
Xxx Xxxxx Xxxxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxx
Facsimile: (000) 000-0000
(c) To the Fund or the Trust at:
----------------------------
The Chicago Trust Company
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxxxx
Facsimile: (000) 000-0000
(d) With copies to:
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Xxxx X. Xxxxxxx, Esq.
Xxxxxxx, Carton & Xxxxxxx
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Facsimile: (000) 000-0000
or addressed as such party may from time to time designate by notice to other
parties in accordance herewith.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers as of the day and year first above
written.
ATTEST: The Chicago Trust Company
/s/ Xxxxxx Xxxxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx Xxxxxxxxxx Xxxxxx X. Xxxxxx, Executive Vice President
ATTEST: Talon Asset Management Inc.
/s/ Xxxxxx Xxxxxxxxxx By: /s/ Xxxxx X. Xxxxxxx
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Xxxxxx Xxxxxxxxxx Xxxxx X. Xxxxxxx
