EXHIBIT 99B(5)(e)
INVESTMENT ADVISORY MASTER SERVICES AGREEMENT
BETWEEN AND AMONG
CHICAGO TITLE AND TRUST COMPANY
AND
FINANCIAL SERVICES GROUP
CHICAGO TITLE AND TRUST COMPANY
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FINANCIAL SERVICES GROUP
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MASTER SERVICES AGREEMENT
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This Master Services Agreement (Agreement) is made and entered into as of
the 30th day of October, 1995, between and among Chicago Title and Trust Company
(CT&T) and various affiliated corporations of CT&T in the Financial Services
Group of the Company including the following: ALLEGHANY ASSET MANAGEMENT, INC.,
THE CHICAGO TRUST COMPANY, MONTAG & XXXXXXXX ASSOCIATES, INC., MONTAG &
XXXXXXXX, INC. AND CHICAGO DEFERRED EXCHANGE CORPORATION AND SECURITY TRUST
COMPANY collectively "the Financial Services Subsidiaries" and with CT&T the
"Financial Services Group Members" or "Group Members."
Recitals:
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A. CT&T owns the Financial Services Subsidiaries.
B. The Financial Services Group Members are subject to state or federal
regulation requiring proper recording of, and accounting for, intercompany
transactions, segregation of corporate assets and documentation of all
material transactions.
C. CT&T desires that its Financial Services Subsidiaries conduct business in
an efficient manner, with administrative coordination and integration and
without unnecessary duplication of operations.
D. As a result, Group Members may require administrative or other facilities
and services, including but not limited to real estate, advertising,
regulatory, payroll, legal, benefits administration, information services,
management reporting, financial, marketing, investment management services
and other general administrative services from other Group members.
E. The parties desire to provide for the provision and exchange of such
services, with proper accounting and recordation therefore, all as set
forth in the terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable considerations, the parties agree as follows:
1. Exchange of Services. Each Group Member shall, upon request of any other
Group Member, furnish such of its facilities and services of management and
other personnel as may be requested form time to time by such entity, such
items to include, without limitation, real estate, advertising, information
services, regulatory, payroll, legal, benefits administration, management
reporting, financial, marketing, investment management services and other
general administrative services.
2. Expenses. For the use of such facilities or services, the Group Member
receiving the benefit of such facilities or services shall pay to the
service provider those sums which the parties agree represent a fair
allocation of the cost thereof determined in accordance with generally
accepted accounting principles (GAAP).
The receiver, in turn, shall be entitled to credit against such expenses
the fair allocation of cost under similar GAAP determination, of its
provision of facilities or services to the same Group Member.
In the event Group Members share office space and in the absence of a
controlling legal instrument, the expenses for such space shall be paid by
the named lessee, or owner, as appropriate, and allocated back to the other
occupants on the basis of the approximate ratio of square foot areas
occupied by each company or on such other reasonable basis as shall be
mutually agreed upon.
The parties acknowledge that the provision of facilities or services by a
Group Member may, in part, represent services received from another Group
Member with proper accounting therefore.
3. General Standard. The charges for any and all facilitates and services
provided under this Agreement shall be fair and reasonable in relation to
the benefits received.
4. Reservation of Rights. Except as specifically agreed upon in writing, each
Group Member that conducts business as a regulated entity hereby reserves
the following rights with respect to any provision of facilities or
services under this Agreement.
A. The responsibility and control over investment of its corporate funds;
B. The custody, ownership and maintenance of its general corporate
accounts and records; and
C. The responsibility, control and decision-making authority over the
acceptance of any business risk.
Each Group Member may enter into a management services agreement with any
other Group Member and delegate to the service provider any or all of the
reserved rights subject only to restrictions imposed by law or contract.
5. Effective Date. This Agreement shall become effective for the initial
signatories as of October 30, 1995, representing the effective date of
commencement of business operations of The Chicago Trust Company. Charges
for services shall be made and reviewed on a calendar year basis, with
final adjustment to amounts charged for the year all in accordance with
GAAP and dovetailed with current charges incurred under any agreements
superseded by the Agreement.
6. Term. The term of this Agreement shall be for the balance of calendar year
1995 and the five following calendar years (expiration December 31, 2000)
and shall be automatically renewed for any number of successive five year
terms, provided that any party may terminate its participation upon one
month's prior written notice and such participation shall end immediately
if a Group Member is no longer affiliated with CT&T.
7. Recordkeeping. Each Group Member shall identify in writing those services
which from time to time are the subject of expense adjustment and
allocation under this Agreement. Such identification shall include the
proposed method of allocation of expense by item.
CT&T shall retain, under the supervision and direction of its Chief
Financial Officer, a master file of this Agreement with exhibits, but each
party shall be responsible for recordkeeping pertaining to covered
transactions in which it is involved. The parties shall cooperate in an
exchange of relevant invoices and support documents on a monthly basis.
8. Other Service Agreements. This Agreement is intended to supersede all
other administrative service agreements between the parties.
9. Parties - Execution of Statement of Adoption and Participation. Each of
the initial signatories shall evidence its acceptance of this Agreement by
executing a Statement of Adoption and Participation which shall be lodged
with the Chief Financial Officer of CT&T and serve as a master list for
identifying parties to this Agreement. New parties may be added to this
Agreement by executing an amendment to the Statement of Adoption and
parties no longer participating in the Agreement shall be noted on the
Statement of Adoption. The Chief Financial Officer shall be responsible for
notifying all interested persons as to the addition or deletion of parties
to the Agreement.
10. Controlling Law. This Agreement shall be interpreted and governed in
accordance with the laws of the State of Illinois.
