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EXHIBIT 99.B5(c)
AMENDED AND RESTATED
GUARANTY AGREEMENT
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This Guaranty Agreement dated October 30, 1995, and amended and restated
on December 23, 1996 (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 has approved the transfer and
assignment of the investment advisory contracts, between the Trust and CT&T,
relating to CT&T Growth & Income Fund, CT&T Asset Allocation Fund, CT&T
Intermediate Fixed Income Fund, CT&T Intermediate Municipal Bond Fund, CT&T
Money Market Fund and CT&T Talon Fund (individually referred to as "Advisory
Contract" and 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
TCTC as 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 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 Trust 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 upon
termination of each such Advisory Contract or until such Advisory Contract
shall have been approved by the appropriate shareholders of the Trust.
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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 Trust, 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 Trust
may be in any number of concurrent writings of similar tenor.
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IN WITNESS WHEREOF, CT&T and the Trust 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: By:
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Its: Vice President Its: President
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ASSIGNMENT
In consideration of the payment of which is hereby acknowledged, CHICAGO
TITLE AND TRUST COMPANY hereby assigns to THE CHICAGO TRUST COMPANY all its
right, title and interest in and to the contracts and agreements identified in
Appendix A hereto ("Agreements") with full power and authority to collect and
receive any sum or sums due or to become due under the Agreements.
THE CHICAGO TRUST COMPANY agrees with CHICAGO TITLE AND TRUST COMPANY to
assume and faithfully perform and discharge all the terms and obligations
assumed, or to be performed by CHICAGO TITLE AND TRUST COMPANY, under the
Agreements.
IN WITNESS WHEREOF, the parties hereto have entered into this Assignment
on this 30th day of October, 1995.
THE CHICAGO TRUST COMPANY CHICAGO TITLE AND TRUST COMPANY
By: By:
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Its: Its:
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CONSENT
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The undersigned hereby consents to the foregoing assignments of the
agreements identified in Appendix A hereto on the express conditions that
CHICAGO TITLE AND TRUST COMPANY has executed a Guaranty Agreement substantially
in the form attached as Appendix B hereto and that THE CHICAGO TRUST COMPANY
has agreed to perform and discharge all of the terms and obligations assumed or
to be performed under the Agreements.
IN WITNESS WHEREOF, the undersigned has executed this consent on this 30th
day of October, 1995.
CT&T FUNDS
By:
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Its:
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APPENDIX A
1. Investment Advisory Agreement, dated November 30, 1993, by and between
Chicago Title and Trust Company and CT&T Funds for CT&T Growth & Income
Fund (now known as Chicago Trust Growth & Income Fund).
2. Investment Advisory Agreement, dated November 30, 1993, by and between
Chicago Title and Trust Company and CT&T Funds for CT&T Intermediate Fixed
Income Fund (now known as Chicago Trust Bond Fund).
3. Investment Advisory Agreement, dated November 30, 1993, by and between
Chicago Title and Trust Company and CT&T Funds for CT&T Intermediate
Municipal Bond Fund (now known as Chicago Trust Municipal Bond Fund).
4. Investment Advisory Agreement, dated November 30, 1993, by and between
Chicago Title and Trust Company and CT&T Funds for CT&T Money Market Fund
(now known as Chicago Trust Money Market Fund).
5. Investment Advisory Agreement, dated August 27, 1994, by and between
Chicago Title and Trust Company and CT&T Funds for CT&T Talon Fund (now
known as Chicago Trust Talon Fund).
6. Investment Advisory Agreement, dated March 15, 1995, by and between
Chicago Title and Trust Company and CT&T Funds for CT&T Asset Allocation
Fund (now known as Chicago Trust Asset Allocation Fund).
7. Administration Agreement, dated June 15, 1995, by and between Chicago
Title and Trust Company and CT&T Funds.
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