EXHIBIT 99.B(5)(c)
INVESTMENT ADVISORY GUARANTY AGREEMENT
BETWEEN
CHICAGO TITLE AND TRUST COMPANY
AND
CT&T FUNDS
GUARANTY AGREEMENT
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This Guaranty Agreement dated October 30, 1995 (the "Agreement") is made
between CHICAGO TITLE AND TRUST COMPANY ("CT&T") and CT&T FUNDS, an open-end
series investment company (the "Trust").
WITNESSETH
WHEREAS, CT&T is effecting a corporate reorganization on October 30, 1995
pursuant to which its investment management operations will be transferred to
The Chicago Trust Company ("TCTC"), and indirect wholly-owned subsidiary of
CT&T, and
WHEREAS, the Board of Trustees of the Trust have approved the transfer and
assignment of the investment advisory contracts, between the Trust and CT&T,
relating to the CT&T Talon Fund, the CT&T Growth Income Fund, CT&T Intermediate
Fixed Income Fund, CT&T Intermediate Municipal Bond Fund and CT&T Money Market
Fund (individually referred collectively referred to as the "Advisory
Contracts") to TCTC, subject to certain conditions, including the guaranty of
the duties and obligations of TCTC under the Advisory Contracts, and
WHEREAS, CT&T desires to assign its rights, duties and obligations under
the Advisory Contracts to TCTC and enter into this Agreement in connection
therewith.
NOW THEREFORE, in consideration of the agreement to permit the transfer of
the Advisory Contracts, CT&T hereby covenants and guarantees to the Trust as
follows:
Section 1. Unconditional Guaranty. CT&T hereby unconditionally guarantees
to the Trust the prompt performance of all duties and obligations of the
investment advisor under the Advisory Contracts and the full and prompt payment
of any liability of TCTC as investment advisor under the Advisory Contracts when
and as the same shall become due. All payments by the CT&T pursuant hereto will
be paid in lawful money of the United States of America.
Section 2. Absolute and Unconditional Obligations. The obligations of
CT&T under this Agreement shall be absolute and unconditional and shall remain
in full force and effect during the term of this Agreement as specified in
Section 4.
Section 3. Rights Against CT&T. The Fund may proceed first directly
against CT&T under this Agreement without proceeding against or exhausting any
other remedies which it may have against any other person, firm or corporation.
Section 4. Terms of Agreement. The obligations of CT&T hereunder shall
arise absolutely and unconditionally upon the transfer of the Advisory Contracts
to TCTC, whenever effective, and the agreements and covenants contained herein
shall terminate with respect to each Advisory Contract or until such Advisory
Contract shall have been approved by the approved by the appropriate
shareholders of the Fund.
Section 5. No Waiver. No delay or omission to exercise any right or power
accruing upon failure of performance hereunder shall impair any such right or
power or shall be construed to be a waiver thereof, but any such right and power
may be exercised from time to time as often as may be deemed expedient. In
order to entitle the Trust to exercise any remedy reserved to it in this
Agreement, it shall not be necessary to give any notice, other than such notice
as may be herein expressly required. In the event any provision contained in
this Agreement should be breached by CT&T and thereafter duly waived by the
Trust, such waiver shall be limited to the particular breach so waived and shall
not be deemed to waive any other breach hereunder. No waiver, amendment,
release or modification of this Agreement shall be established by conduct,
custom or course of dealing, but solely by an instrument in writing duly
executed by the parties hereto.
Section 6. Entire Agreement; Counterparts. This Agreement constitutes the
entire agreement, and supersedes all prior agreements and understandings, both
written and oral, between the parties with respect to the subject matter hereof
and
may be executed simultaneously in several counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same
instrument.
Section 7. Severability. The invalidity or unenforceability of any one or
more phrases, sentences, clauses or sections in this Agreement shall not affect
the validity or enforceability of the remaining portions of this Agreement, or
any part thereof.
Section 8. Governing Law. This Agreement shall be governed exclusively by
the applicable laws of the State of Illinois.
Section 9. Successors and Assigns. Nothing herein expressed or mentioned
in or to be implied from this Agreement is intended or shall be construed to
give to any person, other than the parties hereto and their legal assigns, any
legal or equitable right, remedy or claim under or in respect of this Agreement.
This Agreement and all of the covenants, conditions and provisions hereof are
intended to be and are for the sole and exclusive benefit of the parties hereto,
and shall inure to the benefit of and bind their respective successors and
assigns.
Section 10. Future Documents. CT&T agrees to execute and deliver all such
further reasonable documents and perform all such other reasonable actions as
may, in the opinion of the Fund, be required to carry out the purpose and intent
of this Agreement.
Section 11. Counterparts. Any consent, approval, direction or other
instrument required by this Agreement to be signed and executed by the Fund may
be in any number of concurrent writings of similar tenor.
IN WITNESS WHEREOF, CT&T and the Fund have caused this Agreement to be
executed in their respective corporate names by their respective officers,
thereunto duly authorized, as of the date first above written.
CT&T FUNDS CHICAGO TITLE AND TRUST COMPANY
By: Xxxxxxx X. Xxxxxxxx By:
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Its: Vice President Its: President
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