Exhibit h(vi)
SHAREHOLDER SERVICES AGREEMENT OF
THE PREMIER CLASS-FIXED INCOME AND
THE RETAIL CLASS OF
CIGNA FUNDS GROUP
Agreement made as of April 1, 2004 between CIGNA Funds Group (the "Trust")
a Massachusetts business trust engaged in business as an open-end management
investment company registered under the Investment Company Act of 1940, as
amended (the "Act") on behalf of the series listed on Schedule A attached hereto
and made a part of this agreement (the "Funds") and Prudential Retirement
Brokerage Services, Inc. ("PRBS");
WHEREAS, shares of the Funds are or may be issued in various classes,
designated the institutional class, the premier class, the premier class - fixed
income and the retail class;
WHEREAS, the Trust on behalf of the Funds desires to appoint PRBS to
provide certain services to holders of the premier class - fixed income and the
retail class shares of the Funds under the terms and conditions described
herein;
NOW, THEREFORE, the Trust hereby adopts this Shareholder Services Agreement
(the "Agreement"), on behalf of the premier class- fixed income and the retail
class shares of the Funds and PRBS hereby agrees to provide or cause to be
provided the shareholder services described herein, subject to the following
terms and conditions:
1. The Funds are authorized to pay to PRBS, as compensation for "service
activities" and "distribution related activities" (as defined in Paragraph 3
hereof) rendered to holders of the premier class - fixed income and the retail
class shares of the Funds by PRBS, its affiliates or independent service
providers, a periodic fee computed at a rate of the applicable percentage of the
daily net assets of these classes as set forth on Schedule A attached hereto,
during each fiscal year. Such payment shall be calculated daily and paid
quarterly. PRBS is authorized to pay its affiliates or independent third party
service providers for performing service activities consistent with this
Agreement.
2. This Agreement shall not take effect with respect to a class of shares
of a Fund until it, together with any related agreements, has been approved by
votes of a majority of both (a) the Trustees of the Trust and (b) those Trustees
of the Trust who are not "interested persons" of the Trust (as defined in the
Act) and who have no direct or indirect financial interest in the operation of
the Agreement or any agreements related to it (the "Agreement Trustees").
3. PRBS shall provide to the Board of Trustees of the Trust and the
Trustees shall review, at least quarterly, a written report of the amounts
expended in connection with its performance of "service activities," and
"distribution related activities" as defined in this paragraph 3, and the
purposes for which such expenditures were made. PRBS shall submit only
information regarding amounts expended for "service activities" and
"distribution related activities" to the Board of Trustees of the Trust in
support of the amounts payable hereunder.
Exhibit h(vi)
For purposes of this agreement, "service activities" and "distribution
related activities" may include receiving, aggregating, and processing
shareholder or beneficial owner (collectively, "shareholder") orders (including
opening accounts, arranging wire transfers, transmitting and receiving funds,
and verifying customer signatures); communicating periodically with
shareholders; acting as the sole shareholder of record and nominee for
shareholders; answering questions and handling correspondence from shareholders
about their accounts; transmitting proxy statements, annual reports and other
communications from the Funds; and performing similar account administrative
services. "Distribution related activities" shall include: payments made to and
salaries and expenses of persons (including employees of PRBS) who are engaged
in, or provide support services in connection with, the distribution of shares
of the Funds, such as answering routine telephone inquiries and processing
prospective investor requests for information; compensation paid to securities
dealers, financial institutions and other organizations which render
distribution and administrative services in connection with the distribution of
the Funds' shares; costs related to the formulation and implementation of
marketing and promotional activities, including direct mail promotions and
television, radio, newspaper, magazine and other mass media advertising; costs
of printing and distributing prospectuses and reports to prospective
shareholders of the Funds; costs involved in preparing, printing and
distributing sales literature for the Funds; costs involved in obtaining
whatever information analyses and reports with respect to market and promotional
activities on behalf of the retail class and premier class - fixed income of the
Funds that PRBS deems advisable; and such other costs as may from time to time
be agreed upon by the Funds.
4. Amounts payable to PRBS hereunder will be paid by a Fund to PRBS until
the Agreement is terminated or not renewed with respect to a Fund. If the
Agreement is terminated or not renewed with respect to a Fund, any expenses
incurred by PRBS, its affiliates or independent third party service providers,
on behalf of a Fund in excess of the payments of the amounts specified in
Paragraph 1 hereof which PRBS has received or accrued through the termination
date are the sole responsibility and liability of PRBS and are not obligations
of the Fund.
5. This Agreement shall continue in full force and effect for so long as
such continuance is specifically approved at least annually in the manner
provided for approval of the Agreement in Paragraph 2.
6. This Agreement may be terminated at any time, without payment of any
penalty, by vote of a majority of the Trustees or by a vote of a majority of the
outstanding voting securities of the affected class of a Fund on not more than
30 days' written notice to PRBS, or upon 30 day's notice by PRBS to the Trust.
7. The Trust shall preserve copies of this Agreement and any related
agreements and all reports made pursuant to Paragraph 3 hereof, for a period of
not less than six years from the date of this Agreement, any such agreement or
any such report, as the case may be, the first two years of which shall be in an
easily accessible place.
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Exhibit h(vi)
8. The Agreement may be amended at any time provided that any amendment
to increase materially the amount of the payment provided for in Paragraph 1,
for any Fund, is invalid and unenforceable unless such amendment is approved in
the manner provided for initial approval in Paragraph 2 hereof, and no material
amendment to the Agreement shall be made unless approved in the manner provided
for approval in Paragraph 2 hereof.
9. Copies of the Master Trust Agreement establishing the Trust are on
file with the Secretary of the Commonwealth of Massachusetts, and notice is
hereby given that this document is executed on behalf of the Trust by an officer
of the Trust and not individually and that any obligations of or arising out of
this document are not binding upon any of the Trustees, officers, shareholders,
employees or agents of the Trust individually, but are binding only upon the
assets and property of the Trust.
IN WITNESS WHEREOF, the Trust, on behalf of the Funds, and PRBS have
executed this Shareholder Services Agreement as of the date first above written.
CIGNA FUNDS GROUP
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President and Secretary
PRUDENTIAL RETIREMENT BROKERAGE SERVICES, INC.
By: /s/ Xxxx X. Xxx
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Name: Xxxx X. Xxx
Title: President
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Exhibit h(vi)
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Exhibit h(vi)
SCHEDULE A TO SHAREHOLDER SERVICES AGREEMENT
CLASSES OF SHARES
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PREMIER - FIXED INCOME RETAIL
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Balanced Fund (Sub-Advised by Wellington Management) n/a 0.25
TimesSquare Core Plus Bond Fund 0.15 0.25
International Blend\Bank of Ireland Fund n/a 0.25
Large Cap Growth\Xxxxxx Xxxxxxx Fund n/a 0.25
Large Cap Value\Xxxx X. Xxxxx & Co. Fund n/a 0.25
S&P 500 Index Fund n/a 0.25
Money Market Fund n/a 0.25
Small Cap Growth\TimesSquare Fund n/a 0.25
Small Cap Value\Perkins, Wolf, XxXxxxxxx Fund n/a 0.25
