EXHIBIT 99.B(8)(b)
EXISTING CUSTODY ADMINISTRATION AND AGENCY AGREEMENT
AND
AMENDMENT TO CUSTODY ADMINISTRATION AND AGENCY AGREEMENT
CUSTODY ADMINISTRATION AND AGENCY AGREEMENT
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This AGREEMENT, dated as of the 8th day of December, 1994, made by and
between CT&T Funds, (the "Trust"), a corporation operating as a registered
investment company under the Investment Company Act of 1940, as amended, and
duly organized and existing as a Delaware Business Trust and Fund/Plan Services,
Inc. ("Fund/Plan"), a corporation duly organized and existing under the laws of
the State of Delaware (collectively, the "Parties").
WITNESSETH THAT:
WHEREAS, the Trust desires to retain Fund/Plan to perform certain custody
administration services; and
WHEREAS, the Trust desires that Fund/Plan act as its agent for the specific
purpose of taking receipt of, and making payment for, custody services performed
on the Trust's behalf by United Missouri Bank, N.A. pursuant to an agreement
between United Missouri Bank, N.A. and the Trust; and
WHEREAS, Fund/Plan is willing to serve in such capacity and perform
such functions upon the terms and conditions set forth below;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Parties hereto, intending to be legally bound, do hereby
agree as follows:
APPOINTMENT OF FUND/PLAN AS AGENT
Section 1. The Trust hereby grants to Fund/Plan, and Fund/Plan hereby
accepts such grant, as an agent of the Trust for the limited purpose of: (i)
accepting invoices for custody services from United Missouri Bank, N.A. which
invoices reflect charges to the Trust for custody services performed by United
Missouri Bank, N.A. on the Trust's behalf, and (ii) remitting payment to United
Missouri Bank, N.A. for such services performed in amounts as set forth in
Schedule "A" attached hereto.
CUSTODY ADMINISTRATION SERVICES
Section 2. As Custody Administrator, Fund/Plan shall:
a) coordinate and process portfolio trades through client terminal links
with UMB Bank, N.A.
b) input and verify portfolio trades
c) monitor pending and failed security trades
d) coordinate communications between brokers and banks to resolve any
operational problems
e) advise the Trust of any corporate action information, address and follow
up on any dividend or interest discrepancies
f) process the Trusts' expenses
g) interface with the Accounting Services and the Transfer Agent to
research and resolve Custody cash problems
h) provide daily and monthly reports
FEES
Section 3. The Trust agrees to pay Fund/Plan compensation for its services
and to reimburse Fund/Plan for actual expenses incurred, at the rates and
amounts as set forth in Schedule "A" attached hereto, which the Trust will
authorize on a monthly basis, Fund/Plan to collect by debiting the Trust's
custody account on a monthly basis for invoices which are
rendered for the services performed for the applicable function and are received
by the Trust. The invoices for the services performed will be sent to the Trust
for authorization prior to such debiting.
For the purpose of determining fees payable to Fund/Plan, the value of
Trust's net assets shall be computed at the times and in the manner specified in
Trust's then current Prospectus and Statement of Additional Information.
During the term of this Agreement, should the Trust seek services or
functions in addition to those stated, a written amendment to this Agreement
specifying the additional services and corresponding compensation shall be
executed by both Fund/Plan and the Trust.
GENERAL PROVISIONS
Section 4.
(a) Fund/Plan, its directors, officers, employees, shareholders and
agents shall only be liable for any error of judgment or mistake of law or for
any loss suffered by the Trust in connection with the performance of this
Agreement that results from willful misfeasance, bad faith, negligence or
reckless disregard on the part of Fund/Plan in the performance of its
obligations and duties under this Agreement.
(b) Any person, even though also a director, officer, employee,
shareholder or agent of Fund/Plan, who may be or become an officer, trustee,
employee, or agent of the Trust, shall be deemed, when rendering services to
such entity or acting on any business of the Trust, (other than services or
business in connection with Fund/Plan's duties hereunder), to be rendering such
services to or acting solely for the Trust and not as a director, officer,
employee, shareholder or agent of, or one under the control or direction of
Fund/Plan even though that person is being paid salary by Fund/Plan.
(c) Notwithstanding any other provision of this Agreement, the Trust
shall indemnify and hold harmless Fund/Plan, its directors, officers, employees,
shareholders and agents from and against any and all claims, demands, expenses
and liabilities (whether with or without basis in fact or law) of any and every
nature which Fund/Plan may sustain or incur or which may be asserted against
Fund/Plan by any person by reason of, or as a result of (i) any action taken or
omitted to be taken by Fund/Plan in good faith hereunder or (ii) any action
taken or omitted to be taken by Fund/Plan in connection with its appointment
under this agreement, which action or omission was taken in good faith in
reliance upon any law, act, regulation or interpretation of the same even though
the same may thereafter have been altered, changed, amended, or repealed.
Indemnification under this subparagraph, however, shall not apply to actions or
omissions of Fund/Plan or its directors, officers, employees, shareholders, or
agents in cases of its or their own negligence, willful misconduct, bad faith,
or reckless disregard of its or their own duties hereunder.
(d) Fund/Plan shall give written notice to the Fund within ten (10)
business days of receipt by Fund/Plan of a written assertion or claim of any
threatened or pending legal proceeding which may be subject to this
indemnification. The failure to notify the Trust of such written assertion or
claim shall not, however, operate in any manner whatsoever to relieve the Trust
of any liability arising under this Section or otherwise, except to the extent
that failure to give notice prejudices the Trust.
(e) For any legal proceeding giving rise to this indemnification, the
Trust shall be entitled to defend or prosecute any claim in the name of
Fund/Plan at its own expense and through counsel of its own choosing if it gives
written notice to Fund/Plan within ten (10) business days of receiving notice of
such claim. Notwithstanding the foregoing, Fund/Plan may participate in the
litigation at its own expense through counsel of its own choosing. In the event
the Trust
chooses to defend or prosecute such claim, the parties shall cooperate in the
defense or prosecution thereof and shall furnish such records and other
information as are reasonably necessary.
(f) The Trust shall not settle any claim under (d) and (e) above
without Fund/Plan's express written consent, which consent shall not be
unreasonably withheld. Fund/Plan shall not settle any such claim under (d) and
(e) above without the Trust's express written consent which likewise shall not
be unreasonably withheld.
Section 5.
(a) The fee schedule set forth in Schedule "A" attached shall be
fixed for (1) year after the effective date of this Agreement. At the end of
the first year, the fee schedule will be subject to annual review and
adjustment.
(b) After one year, the Trust or Fund/Plan may give written notice to
the other of the termination of this Agreement, such termination to take effect
at the time specified in the notice, which date shall not be less than ninety
(90) days after the date of giving notice. Upon the effective termination date,
the Trust shall pay to Fund/Plan such compensation as may be due as of the date
of termination and shall likewise reimburse Fund/Plan for any out-of-pocket
expenses and disbursements reasonably incurred by Fund/Plan to such date.
(c) In the event that a successor to any of Fund/Plan's duties or
responsibilities under this Agreement is designated by the Trust by appropriate
and timely written notice to Fund/Plan, Fund/Plan shall, promptly upon such
termination and at the expense of the Trust, transfer all pertinent records and
shall cooperate in the transfer of such duties and responsibilities.
Section 6. This Agreement may be amended from time to time by a
supplemental agreement executed by the Trust and Fund/Plan.
Section 7. Except as otherwise provided in this Agreement, any notice or
other communication required by or permitted to be given in connection with this
Agreement shall be in writing, and shall be delivered in person or sent by first
class mail, postage prepaid, to the respective parties as follows:
If to the Fund: If to Fund/Plan:
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CT&T Funds Fund/Plan Services, Inc.
000 Xxxxx Xxxxx Xxxxxx 0 Xxxx Xxx Xxxxxx
Xxxxxxx, XX 00000-0000 Xxxxxxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxxx, Attn: Xxxxxxx X. Xxxxx,
Vice President President
Section 8. The Trust represents and warrants to Fund/Plan that the
execution and delivery of this Agreement by the undersigned officer of the Trust
has been duly and validly authorized by resolution of the Board of Directors of
the Fund.
Section 9. This Agreement may be executed in two or more counterparts,
each of which when so executed shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument.
Section 10. This Agreement shall extend to and shall be binding upon the
Parties and their respective successors and assigns; provided, however, that
this Agreement shall not be assignable by the Trust without the written consent
of Fund/Plan or by Fund/Plan without the written consent of the Trust,
authorized or approved by a resolution of their respective Boards of
Directors/Trustees.
Section 11. This Agreement shall be governed by the laws of the State of
Illinois and the venue of any action arising under this Agreement shall be Xxxx
County, State of Illinois.
Section 12. No provision of this Agreement may be amended or modified, in
any manner except in writing, properly authorized and executed by Fund/Plan and
the Trust.
Section 13. 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 provided that the basic Agreement is not thereby
substantially impaired.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement,
consisting in its entirety of six type written pages, together with Schedule A,
to be signed by their duly authorized officer, as of the day and year first
above written.
CT&T Funds Fund/Plan Services, Inc.
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By: ____________________ By: ____________________
Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxx
Vice President President
AMENDMENT TO CUSTODY ADMINISTRATION AND AGENCY AGREEMENT
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This AGREEMENT, dated as of the 21st day of December, 1995 made by and
between 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 and FUND/PLAN SERVICES, INC. ("Fund/Plan"), a corporation duly
organized and existing under the laws of the State of Delaware (collectively,
the "Parties").
WITNESSETH THAT:
WHEREAS, the Trust and Fund/Plan originally entered into an agreement dated
December 8, 1994, as amended on March 15, 1995 wherein Fund/Plan agreed to
provide mutual fund accounting and related services to the Trust (the "Custody
Administration and Agency Agreement"); and
WHEREAS, the Parties wish to amend the Custody Administration and Agency
Agreement to reflect the following change:
* 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.
CT&T FUNDS FUND/PLAN 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 Funds to which services under this Agreement are to be
performed as of the execution date of this Agreement.
COLLECTIVE TRUST FUNDS:
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1. Fixed Income
2. Equity
3. Capital Appreciation
4. Government Bond
5. Balanced
6. Short Term Investment
CT&T MUTUAL 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 from time to time by agreement of the Parties.
* All fees are quoted a term of one (1) year *
CUSTODY AGENCY AND ADMINISTRATION FEE SCHEDULE
FOR
THE CHICAGO TRUST COMPANY'S COLLECTIVE INVESTMENT FUNDS
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It is agreed that the Asset Based Fee stated below shall apply to all assets
managed by Chicago Title and its affiliates and United Missouri as Custodian
subject to this and other Custody Administration Agreements with Fund/Plan.
I. Asset Based Fee
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Subject to a minimum annual fee of $3,600 for each Fund and Series,
Chicago Title agrees to pay to Fund/Plan an asset based fee calculated
and payable each month at the annual rates as stated below:
.000175 On First $500 Million of Average Net Assets
.000125 On The Next $500 Million of Average Net Assets
.0001 Over $1 Billion of Average Net Assets
II. Custody Domestic Securities Transaction Charge:
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Book Entry DTC, Federal Book Entry...................... $12.00
Physical Securities, Physical GNMA's, RIC's............. $25.00
GNMA's PTC.............................................. $15.00
Mortgage Backed Securities Principal Pay Down per Pool.. $ 8.00
NOW Account............................................. $ 2.00
Money Market Investments................................ $ 2.00
Options/Futures......................................... $27.00
Money Market STIF....................................... $ 6.00
III. Euroclear/Cedel
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Annual Asset Charge..................................... .0004
Transaction Charge...................................... $30.00
Euroclear Foreign Exchange.............................. $40.00
IV. When Issued Securities Lending, Options, Futures:
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Should any of these investment vehicles require a separate segregated
Custody Account, a fee of $250 per account per month will apply.
To the extent the Fund(s) commences using Investment techniques such as futures,
security lending, Swaps, Short sales, precious metals and foreign securities,
additional fees may apply.
OUT-OF-POCKET EXPENSES
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The Chicago Trust Company will reimburse Fund/Plan monthly for all reasonable
out-of-pocket expenses, including telephone, postage, telecommunications,
special reports, record retention, transportation costs as approved, and copying
and sending materials to independent accountants for audits.
