EXHIBIT 99.B(15)(b)
SERVICING AGREEMENT FOR DISTRIBUTION ASSISTANCE
AND SHAREHOLDER ADMINISTRATIVE SUPPORT SERVICES
AND
AMENDMENT TO SERVICING AGREEMENT FOR DISTRIBUTION ASSISTANCE
AND SHAREHOLDER ADMINISTRATIVE SUPPORT SERVICES
SERVICING AGREEMENT FOR DISTRIBUTION ASSISTANCE
AND SHAREHOLDER ADMINISTRATIVE SUPPORT SERVICES
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Chicago Title and Trust Company
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, XX 00000-0000
Ladies and Gentlemen:
Fund/Plan Broker Services, Inc. (the "Distributor") serves as the
distributor of CT&T Funds, a Delaware business trust, (the "Trust"), which is
registered under the Investment Company Act of 1940 (the "1940 Act"). Pursuant
to Rule 12b-1 under the 1940 Act, the holders of the units of beneficial
interest ("Shares") of each of the investment portfolios of the Trust identified
on Schedule A hereto (individually, a "Fund"; collectively, the "Funds") have
adopted a Distribution and Services Plan (the "Plan") that, among other things,
authorizes the Distributor to enter into agreements with third parties to
implement the Plan. The Distributor proposes to enter into this Servicing
Agreement for Distribution Assistance and Shareholder Administrative Support
Services with you (the "Servicing Organization") concerning the provision of
distribution assistance and shareholder administrative support services in
connection with the sale of Shares to the Servicing Organization's customers
("Customers") who may from time to time own of record or beneficially a Fund's
Shares. The terms and conditions of this Agreement are as follows:
1. SERVICES AS SERVICING ORGANIZATION
1.1 The Servicing Organization is hereby authorized to provide the
following distribution assistance with respect to a Fund's Shares: (i)
aggregating and placing purchase exchange and redemption orders
directly with the Trust's Transfer Agent, in each case subject to the
terms and conditions set forth in the prospectus as amended from time
to time of a Fund (the "Prospectus") and the operating procedures and
policies established by the Distributor; (ii) engaging in advertising
with respect to a Fund's Shares; (iii) preparing, printing, and
distributing a Fund's Prospectus, reports and sales literature; and/or
(iv) such other similar services as the Distributor may reasonably
request to the extent the Servicing Organization is permitted to do so
under applicable statutes, rules, or regulations. The Servicing
Organization may from time to time undertake to perform the following
administrative support services to Customers in connection with
investments in the Shares of a Fund: (i) providing Customers with a
service that invests the assets of their accounts in a Fund's Shares
pursuant to specific or pre-authorized instructions; (ii) processing
dividend and distribution payments from a Fund on behalf of Customers;
(iii) providing information periodically to Customers showing their
positions in a Fund's Shares; (iv) arranging for bank wire transfers
of funds to or from a Customer's account; (v) responding to inquiries
from Customers relating to their Shares or the services performed by
the Servicing Organization under this Agreement; (vi) providing
subaccounting, or information necessary for subaccounting with respect
to a Fund's Shares beneficially owned by Customers; (vii) if required
by law, forwarding communications to shareholders from the Trust (such
as proxies, reports, and dividend, distribution, and tax notices) to
Customers; (viii) forwarding to Customers proxy statements and proxies
containing any proposals regarding this Agreement or the Plan; (ix)
rendering ongoing advice respecting the suitability of particular
investment opportunities offered by the Trust in light of the
Customer's need; and (x) providing such other similar services as the
Distributor may reasonably request to the extent the Servicing
Organization is permitted to do so under applicable statutes, rules,
or regulations.
1.2 The Servicing Organization will provide such office space and
equipment, telephone facilities, and personnel (which may be any part
of the space, equipment, and facilities currently used in the
Servicing Organization's business, or any personnel employed by the
Servicing Organization) as it believes may be reasonably necessary or
beneficial in order to provide such distribution assistance or support
services with respect to a Fund's Shares.
1.3 The minimum dollar purchase of a Fund's Shares (including Shares being
acquired by Customers pursuant to the exchange privileges described in
the Fund's Prospectus) shall be the applicable minimum amount set
forth in the Prospectus of such Fund, and no order for less than such
amount shall be accepted by the Servicing Organization. All orders for
a Fund's Shares are subject to acceptance or rejection by the Trust in
its sole discretion, and the Trust may, in its discretion and without
notice, suspend or withdraw the sale of a Fund's Shares, including the
sale of such Shares to the Servicing Organization for the account of
any Customer or Customers.
1.4 For all purposes of this Agreement, the Servicing Organization will be
deemed to be an independent contractor, and will have no authority to
act as agent for the Distributor or the Trust in any matter or in any
respect. No person is authorized to make any representations
concerning the Distributor, the Trust, or a Fund's Shares except those
representations contained in the Fund's Prospectus and the Company's
Statement of Additional Information and in such printed information as
the Distributor of the Trust may subsequently prepare or approve. The
Servicing Organization is specifically authorized to distribute to
Customers a Fund's Prospectus and the Company's Statement of
Additional Information and sales material approved by the Distributor.
The Servicing Organization further agrees to deliver to Customers,
upon the request of the Distributor, copies of any amended Prospectus
and Statement of Additional Information.
3.5 The Servicing Organization and its employees will, upon request, be
available during normal business hours to consult with the Distributor
concerning the performance of the Servicing Organization's
responsibilities under this Agreement. Any person authorized to direct
the disposition of monies paid or payable by the Distributor pursuant
to Section 2 of this Agreement will provide to the Distributor and the
Trust's Board of Trustees, and the Trust's Board of Trustees will
review at least quarterly, a written report of the amounts so expended
and the purposes for which such expenditures were made. In addition,
the Servicing Organization will furnish to the Distributor, the Trust
or their designees such information as the Distributor, the Trust or
their designees may reasonably request (including, without limitation,
periodic certifications confirming the rendering of distribution
assistance and support services with respect to Shares described
herein), and will otherwise cooperate with the Distributor, the Trust
and their designees (including, without limitation, any auditors
designated by the Trust), in the preparation of reports to the Trust's
Board of Trustees concerning this Agreement and the monies paid or
payable by the Distributor pursuant hereto, as well as any other
reports or filings that may be required by law.
2. COMPENSATION
The Distributor has entered into an Underwriting Agreement with the
Trust pursuant to which the Distributor is engaged as the Trust's
exclusive agent for the distribution of the Shares of the Funds and is
compensated for its services by the fees payable under the Plan. In
addition, the Distributor and the Servicing Organization have entered
into an Underwriter Compensation Agreement (the "UCA") pursuant to
which (I) the Servicing Organization compensates the Distributor to
the extent that total payments to the Distributor under the Plan are
less than payments to the Distributor required by the UCA, and (ii)
the Distributor makes payments to the Servicing Organization for its
services hereunder to the extent that total payments to the
Distributor under the Plan exceed the payments required by the UCA to
be made to the Distributor. The Servicing Organization shall not
receive any other compensation for its services hereunder.
3. OTHER AGREEMENTS.
3.1 The Servicing Organization is and will remain during the
effectiveness of this Agreement qualified or exempt from qualification
under all applicable federal, state and local laws relating to the
business and transactions described in this Agreement, and to the
extent required will comply with such laws in providing services
hereunder. The Distributor has furnished the Servicing Organization a
list of the states or other jurisdictions in which the Distributor
believes the Shares may lawfully be sold, and the Servicing
Organization will not offer Shares to persons in any jurisdiction in
which it may not lawfully make such offer. The Servicing Organization
will maintain all records required by applicable law or otherwise
reasonably requested by the Distributor relating to transactions that
it has executed pursuant to this Agreement.
3.2 The Distributor shall not be liable to the Servicing Organization and
the Servicing Organization shall not be liable to the Distributor
except for acts or failures to act which constitute lack of good faith
or gross negligence and for breach of obligations expressly assumed by
either party hereunder.
3.3 The Servicing Organization will indemnify the Distributor as set forth
in the UCA in connection with the discharge of its responsibilities
under this Agreement.
4 . EFFECTIVE DATE; TERMINATION.
4.1 The Agreement will become effective with respect to each Fund on the
date a fully executed copy of this Agreement is received by the
Distributor. Unless sooner terminated with respect to any Fund, this
Agreement will continue with respect to a Fund for one year, and
thereafter will continue automatically for successive annual periods
provided such continuance is specifically approved at least annually
by the vote of a majority of the Trustees of the Trust who are not n
interested persons n (as such term is defined in the 0000 Xxx) and who
have no direct or indirect financial interest in the operation of the
Plan or any agreement relating to such Plan, including this Agreement
(the "Disinterested Trustees"), cast in person at a meeting called for
the purpose of voting on such approval.
4.2 This Agreement will automatically terminate with respect to a Fund in
the event of its assignment (as such term is defined in the 0000 Xxx)
with respect to such Fund. This Agreement may be terminated with
respect to any Fund by the Distributor or by the Servicing
Organization, without penalty, upon ten days' prior written-notice to
the other party. This Agreement may also be terminated with respect to
any Fund at any time on ten days' written notice without penalty by
the vote of a majority of the Disinterested Trustees or of the Shares
of such Fund.
5. GENERAL.
5.1 All notices and other communications to either the Servicing
Organization or the Distributor will be duly given if mailed,
telegraphed or telecopied to such party.
5.2 The Distributor may enter into other agreements for the provision of
distribution assistance and/or shareholder services with any other
person or persons.
5.3 All covenants, agreements, representations, and warranties made herein
shall be deemed to have been material and relied on by each party,
notwithstanding any investigation made by either party or on behalf of
either party, and shall survive the execution and delivery of this
Agreement. The invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of any other
term or provision hereof. The headings in this Agreement are for
convenience of reference only and shall not alter or otherwise affect
the meaning hereof. This Agreement may be executed in any number of
counterparts which together shall constitute one instrument and shall
be governed by and construed in accordance with the laws (other than
the conflict of laws rules) of the Commonwealth of Pennsylvania and
shall bind and inure to the benefit of the parties hereto and their
respective successors and assigns.
Please confirm that the foregoing is in accordance with your understanding
by indicating your acceptance hereof at the place below indicated.
Very truly yours,
FUND/PLAN BROKER SERVICES, INC.
By:________________________________
Title:_____________________________
Date:______________________________
Accepted:
CHICAGO TITLE AND TRUST COMPANY
By:_____________________________
Title:__________________________
Date:___________________________
AMENDMENT TO SERVICING AGREEMENT FOR DISTRIBUTION ASSISTANCE
AND SHAREHOLDER ADMINISTRATIVE SUPPORT SERVICES
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SCHEDULE "A"
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AS AMENDED ON DECEMBER 21, 1995
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Below are listed the Trust's separate series of shares for which the 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 BOND FUND
CHICAGO TRUST MUNICIPAL BOND FUND
CHICAGO TRUST TALON FUND
MONTAG & XXXXXXXX GROWTH FUND
MONTAG & XXXXXXXX BALANCED FUND
CHICAGO TRUST ASSET ALLOCATION FUND
This Schedule "A" may be amended from time to time upon approval of the Board of
Trustees of the Trust including a majority of the disinterested Trustees and by
vote of a majority of the outstanding shares of beneficial interest effected.
CT&T Funds Fund/Plan Broker Services, Inc.
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___________________________________ _____________________________________
By: Xxxxxx X. Xxxx, President By: Xxxxxxx X. Xxxxx, President
___________________________________ _____________________________________
Attest: Xxxxxxx X. Xxxxxxxx, V.P. Attest: Xxxx X. Xxxxxxxxxx, Secretary
