EXHIBIT 99.B(5)(b)
EXISTING SUB-INVESTMENT ADVISORY AGREEMENT
AND
AMENDMENT TO SUB-INVESTMENT ADVISORY AGREEMENT
SUB-INVESTMENT ADVISORY AGREEMENT
BETWEEN
CHICAGO TITLE AND TRUST COMPANY
AND
TALON ASSET MANAGEMENT INC.
SUB-INVESTMENT ADVISORY AGREEMENT (the "Agreement") made this 27th day of
August, 1994, by and between Chicago Title and Trust Company (hereinafter
referred to as the "Investment Advisor") and Talon Asset Management Inc.
(hereinafter referred to as the "Sub-Advisor"), which Agreement may be executed
in any number of counterparts, each of which shall be deemed to be an original,
but all of which together shall constitute but one instrument.
WITNESSETH:
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WHEREAS, the Investment Advisor wishes to enter into a contract with the
Sub-Advisor to render the Investment Advisor the following services:
Provide research, analysis, advice and recommendations with respect to the
purchase and sale of securities, and make investment commitments regarding
assets of the CT&T Talon Fund (hereinafter referred to as the "Fund"; the Fund
is a series of CT&T Funds, hereinafter referred to as the "Trust"), subject to
oversight by the Board of Trustees of the Trust and the supervision of the
Investment Advisor.
NOW THEREFORE, in consideration of the mutual agreements herein contained,
and intending to be bound, the parties agree as follows:
1. As compensation for the services enumerated herein, the Investment
Advisor will pay the Sub-Advisor a fee, which shall be payable monthly.
The annual rate of such fee shall equal 0.40% of the average daily net
assets of the Fund with respect to the first $8 million in assets of the Fund,
0.50% of the next $12 million in assets, 0.70% of the next $230 million in
assets, and 0.75% of assets over $250 million.
If this Agreement shall become effective subsequent to the first day of a
month, or shall terminate before the last day of a month, the Sub-Advisor's
compensation for such fraction of the month shall be determined by applying the
foregoing percentages to the average daily net asset value of the Fund during
such fraction of a month and in the proportion that such fraction of a month
bears to the entire month.
2. This Agreement shall become effective as of the date first above
written, subject to the approval of the Trustees of the Trust and shareholders
of the Fund in accordance with the provisions of the Investment Company Act of
1940 (the "Act"). The Investment Advisor will promptly advise the Sub-Advisor
as to the giving of such approval. The Investment Advisor represents that it is
the investment advisor of the Fund, with the authority as such to enter into
this Agreement.
3. This Agreement shall continue for an initial period ending two years
from its effective date. It may be renewed thereafter by the Investment Advisor
and the Sub-Advisor for successive periods not exceeding one year only so long
as such renewal and continuance is specifically approved at least annually by
the Board of Trustees of the Trust or by a vote of the majority of the
outstanding voting securities of the Fund as prescribed by the Act and provided
further that such continuance is approved at least annually thereafter by a vote
of a majority of the Trust's Trustees, who are not parties to such Agreement or
interested persons of such a party, cast in person at a meeting called for the
purpose of voting on such approval. This Agreement will terminate automatically
without the payment of any penalty upon termination of the Investment Advisory
Agreement ("Investment Advisory Agreement") relating to the Fund between the
Trust and the Investment Advisor (accompanied by simultaneous notice to the Sub-
Advisor) or upon sixty days' written notice by the Trust to the Sub-Advisor that
the Trustees of the Trust or the shareholders by vote of a majority of the
outstanding voting securities of the Fund, as provided by the Act, have
terminated the Investment Advisory Agreement. This Agreement may also be
terminated by the Sub-Advisor without penalty upon sixty days' written notice to
Investment Advisor and the Trust.
This Agreement shall terminate automatically in the event of its
assignment or (upon notice thereof to the Sub-Advisor) the assignment of the
Investment Advisory Agreement, unless its continuation thereafter is approved by
the Board of Trustees of the Trust and the shareholders of the Fund as required
by the Act (in each case as the term "assignment" is defined in section 2(a)(4)
of the Act).
4. Subject to the supervision of the Board of Trustees of the Trust and
the Investment Advisor, the Sub-Advisor will provide an investment program for
the Fund, including investment research and management with respect to
securities and investments, including cash and cash equivalents in the Fund, and
will determine from time to time what securities and other investments will be
purchased, retained or sold by the Fund. The Sub-Advisor will provide the
services under this Agreement in accordance with the Fund's investment
objective, policies and restrictions as stated in the Prospectus (as used herein
this term includes the related Statement of Additional Information). The
Sub-Advisor further agrees that it:
(a) will conform with all applicable Rules and Regulations of the
Securities and Exchange Commission and will, in addition, conduct its activities
under this Agreement in accordance with regulations of any other Federal or
State agencies which now have or in the future will have jurisdiction over its
activities;
(b) will pay all expenses incurred by it in connection with its
activities under this Agreement other than the cost of securities and other
investments (including brokerage commissions and other transaction charges, if
any) purchased for the Fund, provided that the Sub-Advisor will not pay for or
provide a credit with respect to any research provided to it in accordance with
Section 4(c).
(c) will place orders pursuant to its investment determinations for
the Fund either directly with any broker or dealer, or with the issuer. In
placing orders with brokers or dealers, the Sub-Advisor will attempt to obtain
the best overall price and the most favorable execution of its orders, except as
provided below. Consistent with this obligation, when the execution and price
offered by two or more brokers or dealers are comparable, the Sub-Advisor has
been advised by the Investment Advisor that the Trust has authorized the
Investment Advisor to authorize the Sub-Advisor, in its discretion, to purchase
and sell securities to and from brokers and dealers who promote the sale of Fund
shares and the Investment Advisor hereby so authorizes the Sub-Advisor. In no
instance will securities be purchased from or sold to the Sub-Advisor or any
affiliated person of the Sub-Advisor as principal. Notwithstanding the
foregoing sentence, the Sub-Advisor may arrange for the execution of brokered
transactions through an affiliated broker dealer in conformity with policies and
procedures for such purpose if, when, and as established by the Trustees of the
Fund. Subject to policies established by the Board of Trustees of the Trust and
communicated to the Sub-Advisor, it is understood that the Sub-Advisor will not
be deemed to have acted unlawfully, or to have breached a fiduciary duty to the
Trust or in respect of the Fund, or be in breach of any obligation owing to the
Investment Advisor or the Trust or in respect of the Fund under this Agreement,
or otherwise, solely by reason of its having caused the Fund to pay a member of
a securities exchange, a broker or a dealer a commission for effecting a
securities transaction for the Fund in excess of the amount of commission
another member of an exchange, broker or dealer would have charged if the Sub-
Advisor determines in good faith that the commission paid was reasonable in
relation to the brokerage or research services provided by such member, broker
or dealer, viewed in terms of that particular transaction or the Sub-Advisor's
overall responsibilities with respect to the accounts, including the Fund, as to
which it exercises investment discretion.
(d) will review the daily valuation of securities owned by the Fund
as obtained on a daily basis by the Fund's administrator and furnished by it to
Sub-Advisor, and will promptly notify the Trust and the Investment Advisor if
the Sub-Advisor believes that any such valuations may not properly reflect the
market value of any securities owned by the Fund, provided, however, that the
Sub-Advisor is not required by this sub-paragraph to obtain valuations of any
such securities from brokers or dealers or otherwise, or to otherwise
independently verify valuations of any such securities.
(e) will attend regular business and investment-related meetings with
the Trust's Board of Trustees and the Investment Advisor if requested to do so
by the Trust and/or the Investment Advisor.
(f) maintain books and records with respect to the securities
transactions for the Fund, furnish to the Investment Advisor and the Trust's
Board of Trustees such periodic and special reports as they may request with
respect to the Fund, and provide in advance to the Investment Advisor all of the
Sub-Advisor's reports to the Trust's Board of Trustees for examination and
review within a reasonable time prior to the Trust's Board meetings.
5. Sub-Advisor agrees with respect to the services provided to the Fund
that it:
(a) will telecopy trade information to Fund/Plan Services, Inc., 0 X.
Xxx Xxxxxx, Xxxxxxxxxxxx, XX on the first business day following the day of the
trade and cause broker confirmations to be sent directly to the Investment
Advisor; and
(b) will treat confidentially and as proprietary information of the
Trust all records and other information relative to the Fund and its prior,
present or potential shareholders, and will not use such records and information
for any purpose other than performance of its responsibilities and duties
hereunder (except after prior notification to and approval in writing by the
Trust, which approval may not be withheld where Sub-Advisor is advised by
counsel that the Sub-Advisor may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such information by
duly constituted authorities, or when so requested by the Trust).
6. In compliance with the requirements of Rule 31a-3 under the Act, Sub-
Advisor acknowledges that all records which it maintains for the Trust are the
property of the Trust and agrees to surrender promptly to the Trust any of such
records upon the Trust's request, provided, that Sub-Advisor may retain copies
thereof at its own expense. Sub-Advisor further agrees to preserve for the
periods prescribed by Rule 31a-2 under the Act the records required to be
maintained by Rule 31a-1 under the Act relating to transactions placed by Sub-
Advisor for the Fund.
7. It is expressly understood and agreed that the services to be rendered
by the Sub-Advisor to the Investment Advisor under the provisions of this
Agreement are not to be deemed to be exclusive, and the Sub-Advisor shall be
free to provide similar or different services to others so long as its ability
to provide the services provided for in this Agreement shall not be materially
impaired thereby.
8. The Investment Advisor agrees that it will furnish currently to the
Sub-Advisor all information with reference to the Fund and the Trust that is
reasonably necessary to permit the Sub-Advisor to carry out its responsibilities
under this Agreement, and the parties agree that they will from time to time
consult and make appropriate arrangements as to specific information that is
required under this paragraph and the frequency and manner with which it shall
be supplied. Without limiting the generality of the foregoing, Investment
Advisor will furnish to Sub-Advisor procedures consistent with the Trust's
contract with the Fund's custodian from time to time (the "Custodian"), and
reasonably satisfactory to Sub-Advisor, for consummation of portfolio
transactions for the Fund by payment to or delivery by the Custodian of all cash
and/or securities or other investments due to or from the Fund, and Sub-Advisor
shall not have possession or custody thereof or any responsibility or liability
with respect to such custody. Upon giving proper instructions to the Custodian,
Sub-Advisor shall have no responsibility or liability with respect to custodial
arrangements or the acts, omissions or other conduct of the Custodian.
9. The Sub-Advisor and its directors, officers, stockholders, employees
and agents shall not be liable for any error of judgment or mistake of law or
for any loss suffered by the Investment Advisor or the Trust in connection with
any matters to which this Agreement relates or for any other act or omission in
the performance by the Sub-Advisor of its duties under this agreement except
that nothing herein contained shall be construed to protect the Sub-Advisor
against any liability by reason of the Sub-Advisor's willful misfeasance, bad
faith, or gross negligence in the performance of its duties or by reckless
disregard of its obligations or duties under this Agreement.
10. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby. Except to the extent governed by federal law including
the Act, this Agreement shall be governed by, and construed in accordance with,
the laws of the State of Delaware, without applying the principles of conflicts
of law thereunder.
11. No provision of this Agreement may be changed, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, discharge or termination is sought. No
amendment of this Agreement shall be effective with respect to the Trust until
approved in accordance with the Act.
12. Use of the name "Talon" and all rights to the use thereof belong to
the Sub-Advisor which hereby consents to the use by the Trust of such name and
grants to the Trust a non-exclusive license to the use of such as part of the
name of the Fund. In the event the Sub-Advisor is terminated or not re-appointed
as sub-investment advisor of the Fund or the Investment Advisor ceases to be the
investment advisor of the Fund or of any series using such name, the non-
exclusive license granted herein may be revoked by the Sub-Advisor and the Trust
shall promptly cease using such name as part of the name of the Fund, upon
receipt of the written request therefore by the Sub-Advisor or any successor to
its interests in such name.
13. Any notice to be given hereunder may be given by personal notification
or by facsimile transmission, to the party specified at the address stated
below:
(a) To the Investment Advisor at:
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Chicago Title & Trust Company
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxx
Facsimile: (000) 000-0000
(b) To the Sub-Advisor at:
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Talon Asset Management Inc.
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxx
Facsimile: (000) 000-0000
(c) To the Fund or the Trust at:
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Chicago Title & Trust Company
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxxx
Facsimile: (000) 000-0000
(d) With copies to:
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Xxxxx X. Xxxxxx, Xx., Esq.
Drinker Xxxxxx & Xxxxx
0000 Xxxxxxxxxxxx Xxxxxxxx Xxxx Xxxxxxxx
Xxxxxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
or addressed as such party may from time to time designate by notice to other
parties in accordance herewith.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers as of the day and year first above
written.
ATTEST: CHICAGO TITLE AND TRUST COMPANY
--------------------- By:
---------------------
Xxxxxx X. Xxxxxx, Executive Vice President
ATTEST: TALON ASSET MANAGEMENT INC.
--------------------- By:
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AMENDMENT TO SUB-INVESTMENT ADVISORY AGREEMENT
==============================================
This AGREEMENT dated as of the 21st day of December, 1995, made by and
between Chicago Title and Trust Company (the "Adviser") and Talon Asset
Management, Inc. (the "Sub-Adviser"), with respect to CHICAGO TRUST TALON FUND
(previously known as CT&T Talon Fund) (the "Fund").
WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended, as an open-end, diversified management investment company; and
WHEREAS, Chicago Title and Trust Company and Talon Asset Management, Inc.
originally entered into a Sub-Investment Advisory Agreement dated August 27,
1994, wherein Talon Asset Management, Inc. agreed to render certain sub-
investment advisory services to Chicago Title and Trust Company; and
WHEREAS, the Parties wish to amend the Sub-Investment Advisory Agreement to
reflect the following changes:
* The Parties acknowledge that, pursuant to the attached Guaranty
Agreement and Master Services Agreement, investment advisory services
are provided through THE CHICAGO TRUST COMPANY; and
* The name of the Fund has been changed to CHICAGO TRUST TALON FUND.
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, 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 TALON ASSET MANAGEMENT, INC.
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___________________________________________ _____________________________
By: Xxxxxx X. Xxxx, President By:
___________________________________________ ____________________________
Attest: Xxxxxxx X. Xxxxxxxx, Vice President Attest:
