EXHIBIT 99.B (6)(b)
EXISTING UNDERWRITER COMPENSATION AGREEMENT
AND
AMENDMENT TO UNDERWRITER COMPENSATION AGREEMENT
UNDERWRITER COMPENSATION AGREEMENT
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THIS AGREEMENT, made as of this 30th day of November, 1993, by and between
Fund/Plan Broker Services, Inc. ("Fund/Plan"), serving as Underwriter to and
Distributor of CT&T Funds (the "Trust"); and Chicago Title and Trust Company,
investment advisor to the Trust ("CT&T"), (collectively, the "Parties").
WHEREAS, CT&T is a Illinois chartered trust company; and
WHEREAS, Fund/Plan is a broker/dealer registered with the Securities and
Exchange Commission and a member in good standing of the National Association of
Securities Dealers, Inc. (the "NASD"); and
WHEREAS, the Trust is an investment company registered under the Investment
Company Act of 1940, as amended (the "Act"); authorized under its trust
instrument to issue various separate series of shares ("Series") representing
interests in separate investment portfolios, which Series are identified in
Schedule "A" attached hereto and which schedule may be amended from time to time
by agreement among the Parties; and
WHEREAS, pursuant to Rule 12b-1 under the Act, the holders of shares of the
CT&T Growth & Income Fund, the CT&T Intermediate Fixed Income Fund, and the CT&T
Intermediate Municipal Bond Fund (collectively the "12b-1 Series") have adopted
a Distribution and Shareholder Services Plan (the "Plan"), that, among other
things, authorizes the compensation of Fund/Plan for Underwriter and
Distribution services provided to the 12b-1 Series of the Trust pursuant to an
underwriting agreement ("Underwriting Agreement"); and
WHEREAS, Fund/Plan and the Trust have entered into such Underwriting
Agreement on this date providing for, among other things, the qualification of
the Trust's shares in the several states, the qualification of certain persons
associated with CT&T as registered representatives of Fund/Plan as well as
certain other distribution services; and
WHEREAS, the Underwriting Agreement provides that Fund/Plan be compensated
for these services consistent with the provisions of the Plan; and
WHEREAS, as authorized by the Plan, Fund/Plan has entered into a Servicing
Agreement for Distribution Assistance and Shareholder Administrative Support
Services with CT&T (the "Servicing Agreement") concerning the provision of
distribution assistance and shareholder administrative support services by CT&T
in connection with the sale of shares of the 12b-1 Series to CT&T's customers;
and
WHEREAS, CT&T and Fund/Plan are desirous of entering into an agreement
whereby CT&T agrees to make supplement payments to Fund/Plan to the extent that
total payments due Fund/Plan as agreed upon herein for Underwriting and
Distribution services exceed proceeds available from the Plan, and to the extent
that such services relate to the CT&T Money Market Fund, which has not adopted
the Plan;
NOW THEREFORE, in consideration of the mutual premises and agreements
herein contained and other good and valuable consideration, the receipt of which
is hereby acknowledged, the Parties hereto, intending to be legally bound, do
hereby agree as follows:
1. The amount and manner of compensation to be paid Fund/Plan for
providing underwriting services under this Agreement is set forth in the
attached Schedule "B."
2. CT&T recognizes the possibility that the proceeds generated pursuant
to the Plan may be insufficient to cover the fees due Fund/Plan for the 12b-1
Series as set forth in the attached Schedule "B." and acknowledges that there
will be fees due Fund/Plan for services rendered to the CT&T Money Market Fund.
3. CT&T hereby agrees to pay Fund/Plan (a) any difference between
proceeds available pursuant to the Plan and the fees and expenses due Fund/Plan
for the 12b-1 Series as set forth in Schedule "B." and (b) the fees and expenses
due Fund/Plan for providing underwriting services to the CT&T Money Market Fund.
4. (a) Fund/Plan will submit to CT&T monthly statements for each Series
equal to 1/12 of the Underwriter/Sponsor fees, and the Distribution Services
Fees and Out-of-Pocket Expenditures for the preceding month, as set forth on
Schedule "B", which are applicable to such Series.
(b) The statements relating to each 12b-1 Series will show as a
credit the estimated amounts for the month payable by that Series to Fund/Plan
from the Plan.
(c) CT&T will pay to Fund/Plan the balance due, if any, on each
monthly statement. If any monthly statement relating to one of the 12b-1 Series
reflects estimated payments from the Plan that exceed the amounts due for the
month under subsection (a) to Fund/Plan for that Series, the excess shall be
paid by Fund/Plan to CT&T for services rendered by CT&T to that Series pursuant
to the Servicing Agreement.
(d) Promptly after the end of and with respect to each 12-month
period (or portion thereof if this Agreement is terminated before the end of any
12-month period) during which this Agreement is in effect, there shall be
determined, with respect to each 12b-1 Series, (A) the total amount due
Fund/Plan under Schedule B hereto for services rendered to such Series, (B) the
total payments hereunder from CT&T, and (C) the total payments from the Plan
that were retained by Fund/Plan.
(i) If (A) exceeds the sum of (B) and (C), CT&T shall pay
Fund/Plan the amount of the excess.
(ii) If (B) exceeds (A) and (C) is less that (A), Fund/Plan
shall retain (C) (if any) and shall refund to CT&T the amount that (B) exceeds
the difference between (A) and (C).
(iii) If (C) exceeds (A) and (B) is less than (A), Fund/Plan
shall pay the amount of such excess to CT&T and shall refund all of (B) (if any)
to CT&T.
(iv) If each of (B) and (C) exceeds (A), Fund/Plan shall retain
(C) to the extent of (A), shall pay to CT&T the excess of (C) over (A), and
shall refund all of (B) to CT&T.
(v) If neither (B) nor (C) exceeds (A) but the sum of (B) and
(C) exceeds (A), Fund/Plan shall retain (C) and shall retain (B) to the extent
that (A) exceeds (C), and shall refund the rest of (B) to CT&T.
5. This Agreement shall be effective on the date herein stated above and
shall remain in full force and effect for a period of one (1) year thereafter,
and from year to year thereafter, but only so long as such continuance is
specifically approved at least annually by the parties hereto, provided,
however, that this Agreement shall terminate in the event that either the Plan
or the Underwriting Agreement is terminated.
6. CT&T will indemnify Fund/Plan for the actions of CT&T's employees
registered with the National Association of Securities Dealers, Inc. as
representatives of Fund/Plan, and assures Fund/Plan that applicable rules and
regulations will be followed with respect to all sales presentations by
employees of CT&T.
7. 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 CT&T without the written consent of
Fund/Plan or by Fund/Plan without the written consent of CT&T, authorized or
approved by a resolution of their Boards of Directors.
8. This Agreement shall be governed by the laws of the Commonwealth of
Pennsylvania and the venue of any action arising under this Agreement shall be
Xxxxxxxxxx County, Commonwealth of Pennsylvania.
9. No provision of this Agreement may be amended or modified, in any
manner except by a written agreement properly authorized and executed by
Fund/Plan and CT&T.
10. 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 be 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
consisting of four typewritten pages, together with Schedules "A" and "B", 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 Broker Services, Inc.
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By: , President By: Xxxxx X. Xxxx, President
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Attest: Attest: Xxxx Xxxxxxxxxx, Secretary
(SEAL) (SEAL)
AMENDMENT TO UNDERWRITER COMPENSATION AGREEMENT
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This AGREEMENT, dated as of the 21st day of December, 1995 made by and
between THE CHICAGO TRUST COMPANY and FUND/PLAN BROKER SERVICES, INC.
(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 originally entered
into an agreement dated November 30, 1993, as amended on June 16, 1994 and on
March 15, 1995 wherein Fund/Plan agreed to provide certain services with respect
to the Trust's 12b-1 Distribution and Services Plan (the "Underwriter
Compensation Agreement"); and
WHEREAS, the Parties wish to amend the Underwriter Compensation Agreement
to reflect the following changes:
* The Parties acknowledge that compensation shall be provided through
The Chicago Trust Company; and
* The names of certain Series of the Trust have been changed, as set
forth on the attached amended Schedule "A".
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 Schedule "A", 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 BROKER SERVICES, INC.
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By: Xxxxxx X. Xxxx, President By: Xxxxxxx X. Xxxxx, President
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Attest: Xxxxxxx X. Xxxxxxxx, V. P. Attest: Xxxxx X. Xxxxx, Secretary
SCHEDULE "A"
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AS AMENDED ON DECEMBER 21, 1995
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IDENTIFICATION OF SERIES
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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 & XXXXXXXX GROWTH FUND
MONTAG & XXXXXXXX BALANCED FUND
This Schedule "A" may be amended form time to time by agreement of the parties.
SCHEDULE "B"
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UNDERWRITING AND DISTRIBUTION SERVICES FEE SCHEDULE
CT&T Funds
Underwriter/Sponsor Fees (to be paid at time of registration of each
representative)
Underwriting Services: 4 separate series of shares:___________________$10,000
per annum ($2,500 Registration of Individual Representatives
___________________each series)
Under Fund/Plan Broker Services, Inc.
1 or 2 states $1,000 per rep, per annum
3 to 30 states 2,000 per rep, per annum
31 to 50 states 3,000 per rep, per annum
Out-of Pocket Expenditures
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The Trust will reimburse Fund/Plan Broker Services, Inc., each month for all
out-of pocket expenses including telephone, postage, telecommunications,
literature fulfillment copies, special reports, record retention, NASD
Literature submission and costs related to an annual compliance visit.
Distribution Services Fees (to be paid within ten days of receipt of monthly
invoice)
Inbound Telemarketing and Literature Fulfillment $2.00 per transaction,
subject to minimum
monthly fee of $1,500
per month*
A transaction includes the receipt of a telephonic inquiry concerning the Trust
by registered representatives at Fund/Plan and responding to that inquiry by
mailing the requested literature. The cost of preparing the literature mailed
is not included, however, postage and handling is.
*Parties agree to waive minimum monthly Distribution Services Fees until
July 1, 1994.
