Exhibit d(viii)
INVESTMENT SUB-ADVISORY AGREEMENT
CIGNA FUNDS GROUP
LARGE COMPANY STOCK-GROWTH FUND
AGREEMENT made this ____ day of November, 1999, between CIGNA
Investments, Inc. (the "Adviser") and Xxxxxx Xxxxxxx Xxxx Xxxxxx Investment
Management Inc., a Delaware corporation (the "Sub-Adviser").
WHEREAS, CIGNA Funds Group, a Massachusetts business trust (the
"Trust"), is registered as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Adviser has entered into an Investment Advisory Agreement
dated April 30, 1996 (the "Advisory Agreement") with the Trust, pursuant to
which the Adviser will act as investment adviser to the Large Company
Stock-Growth Fund (the "Fund"), which is a series of the Trust; and
WHEREAS, the Adviser, with the approval of the Trust, desires to retain
the Sub-Adviser to provide investment advisory services to the Adviser in
connection with the management of the Fund, and the Sub-Adviser is willing to
render such investment advisory services.
NOW, THEREFORE, the parties hereto agree as follows:
1. DUTIES OF THE SUB-ADVISER. Subject to supervision by the Adviser
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and the Trust's Board of Trustees, the Sub-Adviser shall manage all of the
securities and other assets of the Fund entrusted to it hereunder (the
"Assets"), including the purchase, retention and disposition of the Assets, in
accordance with the Fund's investment objectives, policies and restrictions as
stated in the Fund's prospectus and statement of additional information, as
currently in effect and as amended or supplemented from time to time (referred
to collectively as the "Prospectus"), and any additional policies or guidelines
established by the Adviser or the Trust's Board of Trustees that have been
furnished to the Sub-Adviser in writing, and subject to the following:
(a) The Sub-Adviser shall, in its discretion and without
prior consultation with the Adviser, determine from
time to time what Assets will be purchased, retained or
sold by the Fund, and what portion of the Assets will
be invested or held uninvested in cash.
(b) In the performance of its duties and obligations under
this Agreement, the Sub-Adviser shall act in conformity
with the Prospectus and with the instructions and
directions of the Adviser and of the Board of Trustees
of the Trust and will conform to and comply with the
requirements of the 1940 Act, the Internal Revenue Code
of 1986, and all other applicable federal and state
laws and regulations, as each is amended from time to
time.
(c) The Sub-Adviser shall determine the Assets to be
purchased or sold by the Fund as provided in
subparagraph (a) and will place orders with or through
(and negotiate commissions with) such brokers or
dealers selected by the Sub-Adviser (which may include
brokers or dealers affiliated with the Sub-Adviser,
provided such transactions comply with
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applicable requirements under the 0000 Xxx) in
accordance with the Fund's brokerage policy set forth
in the Prospectus or as the Board of Trustees or the
Adviser may direct from time to time, in conformity
with federal securities laws and disclosure in the
Prospectus. In executing Fund transactions and
selecting brokers or dealers, the Sub-Adviser will use
its best efforts to seek on behalf of the Fund the most
favorable execution. In assessing the most favorable
execution availability for each transaction, the
Sub-Adviser shall consider all factors that it deems
relevant, including the breadth of the market in the
security, the price of the security, the financial
condition and execution and operational capability of
the broker or dealer, and the reasonableness of the
commission, if any, both for the specific transaction
and on a continuing basis. In evaluating the most
favorable execution, and in selecting the broker-dealer
to execute a particular transaction, the Sub-Adviser
may also consider the brokerage and research services
provided by the broker-dealer (as those terms are
defined in Section 28(e) of the Securities Exchange Act
of 1934). Consistent with any guidelines established by
the Board of Trustees of the Trust, the Sub-Adviser is
authorized to pay to a broker or dealer who provides
such brokerage and research services a commission for
executing a portfolio transaction for the Fund which is
in excess of the amount of commission another broker or
dealer would have charged for effecting that
transaction if, but only if, the Sub-Adviser determines
in good faith that such commission was reasonable in
relation to the value of the brokerage and research
services provided by such broker or dealer -- viewed in
terms of that particular transaction or in terms of the
overall responsibilities of the Sub-Adviser to the
Fund and its other clients. In no instance, however,
will the Fund's Assets be purchased from or sold to the
Adviser, Sub-Adviser, the Trust's principal
underwriter, or any affiliated person of either the
Trust, Adviser, the Sub-Adviser or the principal
underwriter, acting as principal in the transaction,
except to the extent permitted by the Securities and
Exchange Commission ("SEC") and the 1940 Act.
(d) The Sub-Adviser shall maintain all books and records
with respect to transactions involving the Assets
required by subparagraphs (b)(5), (6), (7), (9) and
(10) and paragraph (f) of Rule 31a-1 under the 1940
Act, including, without limitation, the information
specified in Schedule A attached hereto and made a part
of this Agreement. The Sub-Adviser shall provide to the
Adviser or the Board of Trustees such periodic and
special reports, balance sheets or financial
information, and such other information with regard to
its affairs that relate to the Sub-Adviser's management
of the Fund's Assets, as the Adviser or Board of
Trustees may reasonably request.
The Sub-Adviser agrees that all records that it
maintains on behalf of the Fund are property of the
Fund and the Sub-Adviser will surrender promptly to the
Fund any of such records upon the Fund's request;
provided, however, that the Sub-Adviser may retain a
copy of such records. In addition, for the duration of
this Agreement, the Sub-Adviser shall preserve for the
period prescribed by Rule 31a-2 under the 1940 Act any
such records as are required to be maintained by it
pursuant to this Agreement,
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and shall transfer said records to any successor
sub-adviser upon the termination of this Agreement as
directed by the Adviser (or, if there is no successor
sub-adviser, to the Adviser).
(e) The Sub-Adviser shall provide the Fund's custodian on
each day that the New York Stock Exchange Inc. is open
for business with information relating to all
transactions concerning the Fund's Assets in accordance
with the requirements set forth on Schedule B attached
hereto and made a part of this Agreement, and such
other information as may reasonably be requested by
Adviser.
(f) The investment management services provided by the
Sub-Adviser under this Agreement are not to be deemed
exclusive and the Sub-Adviser shall be free to render
similar services to others, as long as such services do
not impair the Sub-Adviser's performance of its
obligations under this Agreement.
(g) The Sub-Adviser shall promptly notify the Adviser of
any financial condition that is likely to impair the
Sub-Adviser's ability to fulfill its commitment under
this Agreement.
(h) The Sub-Adviser shall review all proxy solicitation
materials and be responsible for voting and handling
all proxies in relation to the securities held in the
Fund, provided Sub-Adviser receives such proxies in a
timely manner. The Adviser shall instruct the custodian
and other parties providing services to the Fund to
promptly forward misdirected proxies to the
Sub-Adviser.
(i) Services to be furnished by the Sub-Adviser under this
Agreement may be furnished through the medium of any of
the Sub-Adviser's partners, affiliates, officers, or
employees.
(j) The Sub-Adviser shall not, on behalf of the Fund,
purchase securities of CIGNA Corporation or of any
other entity identified by Adviser to Sub-Adviser in
writing.
(k) Sub-Adviser will adopt a written code of ethics
complying with the requirements of Rule 17j-1 under the
1940 Act, will provide to the Fund a copy of the code
of ethics and evidence of its adoption, and will make
such reports to the Fund as required by Rule 17j-1
under the Act.
2. DUTIES OF THE ADVISER. The Adviser shall continue to have
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responsibility for all services to be provided to the Fund pursuant to the
Advisory Agreement and shall oversee and review the Sub-Adviser's performance of
its duties under this Agreement; provided, however, that in connection with its
management of the Assets, nothing herein shall be construed to relieve the
Sub-Adviser of responsibility for compliance with the Prospectus, the written
instructions and directions of the Adviser and the Board of Trustees of the
Trust, and the requirements of the 1940 Act, the Internal Revenue Code of 1986,
and all other applicable federal and state laws and regulations, as each is
amended from time to time. No written materials naming or otherwise identifying
the Sub-Adviser, its employees or its affiliated companies, other than materials
provided or approved by the Sub-Adviser, shall be used by the
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Adviser, the Fund, the Trust or their affiliates in offering or marketing shares
of the Fund or Trust. The Sub-Adviser shall use its reasonable best efforts to
review any such materials as soon as practicable after receipt and no later than
seven (7) days after receipt. The Adviser agrees to promptly notify the
Sub-Adviser of any decisions by the Trust's Board of Trustees that may affect
the Sub-Adviser's obligations described herein, and will furnish the Sub-Adviser
with copies of any financial statements or reports made by the Fund to its
shareholders and any other materials or information that the Sub-Adviser may
reasonably request to enable it to perform its responsibilities under this
Agreement.
3. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with
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the Prospectus of the Fund and copies of any SEC order or no-action relief
obtained by the Fund relating to the management of the Fund's Assets
(collectively, "SEC Relief'). The Adviser will promptly furnish to the
Sub-Adviser any and all amendments or other changes to the Prospectus or any
form of SEC Relief, and the Sub-Adviser shall not be charged with complying with
any such amendments not so delivered to the Sub-Adviser. No amendments or other
changes to the Prospectus with respect to the description of the Sub-Adviser or
the management of the Assets, including investment policies and restrictions,
shall be made effective without the prior written approval of the Sub-Adviser.
4. COMPENSATION TO THE SUB-ADVISER. For the services to be provided by
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the Sub-Adviser pursuant to this Agreement, the Adviser will pay the
Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation therefor,
a sub-advisory fee at the rate and in the manner specified in Schedule C which
is attached hereto and made part of this Agreement. Except as may otherwise be
prohibited by law or regulation (including any then current SEC staff
interpretation), the Sub-Adviser may, in its discretion and from time to time,
waive a portion of its fee. Although the Adviser, from time to time, may
similarly waive the compensation it is entitled to receive from the Fund, such
waiver will have no effect on the Adviser's obligation to pay the Sub-Adviser
the compensation provided for herein.
5. EXPENSES. Except for expenses specifically assumed or agreed to be
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paid by the Sub-Adviser under this Agreement, the Sub-Adviser shall not be
liable for any expenses of the Adviser, the Fund or the Trust, including,
without limitation, (a) interest and taxes, (b) brokerage commissions and other
costs in connection with the purchase or sale of securities or other investment
instruments with respect to the Fund, and (c) custodian fees and expenses. The
Sub-Adviser will pay its own expenses incurred in furnishing the services to be
provided by it hereunder.
6. LIMIT OF LIABILITY; INDEMNIFICATION. (a) Unless otherwise required by
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the 1940 Act or other applicable law, in the absence of willful misfeasance, bad
faith, gross negligence, reckless disregard of its obligations or duties
hereunder or a material breach of this Agreement ("Disabling Conduct") on the
part of Sub-Adviser (and its officers, managers, employees, controlling persons,
shareholders and any other person or entity affiliated with Sub-Adviser),
Sub-Adviser shall not be subject to liability to the Adviser, the Trust, or the
Fund or any shareholder of the Trust (collectively, "Fund Parties") for any act
omission in the course of, or connected with, rendering services hereunder,
including, without limitation, any error of judgment or mistake of law or for
any loss suffered by any of the Fund Parties in connection with the matters to
which this Agreement relates. Except for such Disabling Conduct, the Adviser
shall indemnify and hold harmless Sub-Adviser (and its officers, directors,
employees, controlling persons, shareholders and any other person or entity
affiliated with Sub-Adviser) (collectively, the "Indemnified Parties") from and
against any and all losses, claims, damages,
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liabilities or litigation (including reasonable legal and other expenses)
arising from Sub-Adviser's conduct under this Agreement.
(b) Sub-Adviser agrees to indemnify and hold harmless the Fund
and the Adviser (and their officers, managers, employees, controlling persons,
shareholders and any other person or entity affiliated with the Fund or the
Adviser) against any and all losses, claims damages, liabilities or litigation
(including reasonable legal and other expenses) to which the Fund, the Adviser
or their affiliates or such officers, directors, employees, controlling persons
or shareholders may become subject under the 1940 Act, under other statutes, at
common law or otherwise, that are based upon such Disabling Conduct by
Sub-Adviser; provided, however, that in no case is Sub-Adviser's indemnity in
favor of any person deemed to protect or apply to such person against any
liability to which such person would otherwise be subject by reasons of willful
misfeasance, bad faith, or gross negligence in the performance of his, or her or
its duties or by reason of his, her or its reckless disregard of such person's
obligations and duties under this Agreement.
(c) Without in any way limiting the generality of paragraph
(a) above, Sub-Adviser shall not be liable to the Fund Parties for acts or
omissions of Sub-Adviser which result from acts or omissions of the Adviser,
Trust or Fund, including, but not limited to, a failure by the Adviser or Fund
to provide accurate and current information with respect to any records
maintained by the Adviser or Fund, which records are not also maintained by
Sub-Adviser. The Adviser shall indemnify and hold harmless the Indemnified
Parties from and against any and all losses, claims, damages, liabilities or
litigation (including reasonable legal and other expenses) arising from such
acts or omissions.
6. DURATION AND TERMINATION. This Agreement shall become effective upon
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the date first written above and shall continue in effect for a period of more
than two years from the date hereof only so long as such continuance is
specifically approved at least annually in conformance with the 1940 Act;
provided, however, that this Agreement may be terminated with respect to the
Fund, without the payment of any penalty, (a) by the Fund at any time, on 60
days' written notice to the Sub-Adviser, by the vote of a majority of Trustees
of the Trust or by the vote of a majority of the outstanding voting securities
of the Fund, (b) by the Adviser, if approved by the Board of Trustees of the
Trust, on 60 days' written notice to the Sub-Adviser, or (c) by the Sub-Adviser
at any time, on 60 days' written notice to the Adviser. This Agreement shall
terminate automatically and immediately in the event of its assignment, or in
the event of a termination of the Advisory Agreement. As used in this Section 6
and Section 11 below, the terms "assignment" and "vote of a majority of the
outstanding voting securities" shall have the respective meanings set forth in
the 1940 Act and the rules and regulations thereunder, subject to such
exceptions as may be granted by the SEC under the 1940 Act.
7. GOVERNING LAW. This Agreement shall be governed by the internal laws
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of the State of New York, without regard to conflict of law principles;
provided, however, that nothing herein shall be construed as being inconsistent
with the 1940 Act.
8. SEVERABILITY. Should any part of this Agreement be held invalid by a
------------
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors to
the extent permissible under the 1940 Act and any applicable interpretations of
the SEC.
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9. NOTICE. Any notice, advice or report to be given pursuant to this
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Agreement shall be deemed sufficient if delivered or mailed by certified or
overnight mail, postage prepaid, addressed by the party giving notice to the
other party at the last address furnished by the other party:
To the Adviser at: c/o CIGNA Corporation
000 Xxxxxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000-0000
S-115
Attention: Global Client Relations Department
To the Sub-Adviser at: Xxxxxx Xxxxxxx Xxxx Xxxxxx Investment
Management Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxxx Xxxxx Yu
10. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
----------------
understanding between the parties hereto, and supersedes all prior agreements
and understandings relating to this Agreement's subject matter. This Agreement
may be executed in any number of counterparts, each of which shall be deemed to
be an original, but such counterparts shall, together constitute only one
instrument.
11. AMENDMENT. This Agreement may be amended at any time by mutual consent
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of the parties, provided that such amendment shall also have been approved by
vote of a majority of the Trustees of the Fund who are not interested persons of
the Fund, the Adviser or the Sub-Adviser.
A copy of the Trust's Declaration of Trust is on file with the
Secretary of State of the Commonwealth of Massachusetts, and notice is hereby
given that the obligations of this instrument are not binding upon any of the
Trustees, officers or shareholders of the Fund or the Trust.
Where the effect of a requirement of the 1940 Act reflected in
any provision of this Agreement is altered by a rule, regulation or order of the
SEC, whether of special or general application, such provision shall be deemed
to incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their authorized officer.
CIGNA INVESTMENTS, INC. XXXXXX XXXXXXX XXXX XXXXXX INVESTMENT
MANAGEMENT INC.
/s/ Xxxxxxx X. Xxxxx
By:___________________________________ By:___________________________________
Xxxxxxx X. Xxxxx
Name:_________________________________ Name:_________________________________
Senior Managing Director
Title:________________________________ Title:________________________________
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Schedule A
Records To Be Maintained By Sub-Adviser
*1. A record of each brokerage order, and all other Fund purchases
and sales, given by Sub-Adviser or on behalf of the Fund for, or in
connection with, the purchase or sale of securities, whether executed
or unexecuted. Such records shall include:
A. The name of the broker,
B. The terms and conditions of the order, and of any modification or
cancellation thereof,
C. The time of entry of cancellation,
D. The price at which executed,
E. The time of receipt of report of execution, and
F. The name of the person who placed the order on behalf of the Fund
(1940 Act Rule, 31a-1(b) (5) and (6)).
*2. A record for each fiscal quarter, completed within ten (10) days after
the end of the quarter, showing specifically the basis or bases upon
which the allocation of orders for the purchase and sale of Fund
securities to brokers or dealers, and the division of brokerage
commissions or other compensation on such purchase and sale orders were
made. The record:
A. Shall include the consideration given to:
(i) the sale of shares of the Fund
(ii) the supplying of services or benefits by brokers or
dealers to: (a) the Fund, (b) Adviser, (c)
Sub-Adviser, and (d) any person other than the
foregoing
(iii) Any other considerations other than the technical
qualifications of the brokers and dealers as such
B. Shall show the nature of the services or benefits made
available.
C. Shall describe in detail the application of any general or
specific formula or other determinant used in arriving at such
allocation of purchase and sale orders and such division of
brokerage commissions or other compensation.
D. The identities of the persons responsible for making the
determination of such allocation and such division of
brokerage commissions or other compensation (1940 Act, Rule
31a-1(b) (9)).
*3. A record in the form of an appropriate memorandum identifying the
person or persons, committees, or groups authorizing the purchase or
sale of Fund securities. Where an authorization is made by a committee
or group, a record shall be kept of the names of its members who
participate in the authorization. There shall be retained as part of
this record any memorandum, recommendation, or instruction supporting
or authorizing the purchase or sale of Fund securities and such other
information as is appropriate to support the authorization.** (1940
Act, Rule 31a-1(b) (10))
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*4. Such accounts, books and other documents as are required to be
maintained by registered investment advisers by rule adopted under
Section 204 of the Investment Advisers Act of 1940, to the extent such
records are necessary or appropriate to record Sub-Adviser's
transactions with the Fund. (1940 Act, Rule 31a-1(f)).
* Maintained as property of the Fund pursuant to 1940 Act Rule 31a-3(a).
** Such information might include: the current Form 10-K, annual and quarterly
reports, press releases, reports by analysts and from brokerage firms
(including their recommendations, i.e., buy, sell, hold), and any internal
reports or Fund manager reviews.
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SCHEDULE B
Communications With Custodian
A Sub-Adviser should abide by certain rules and procedures in order to minimize
operational problems. Sub-Adviser will be required to have various records and
files (as required by regulatory agencies) at their offices. Sub-Adviser will
have to maintain a certain flow of information to State Street Bank & Trust
Company ("SSB"), the custodial bank for the Fund. Sub-Adviser will be required
to furnish SSB with daily information as to executed trades. SSB should receive
this data no later than the morning following the day of the trade. The
necessary information should be transmitted to SSB (1) via facsimile machine
(the direct line to the facsimile machine is 617-537-5375) or (2) via an
electronic communication system ("System") approved by SSB that meets the
following criteria:
o The System must provide a method by which State Street can reasonably
ensure that each communication received by it though the System actually
originated from the Sub-Adviser.
o Only persons properly authorized by Sub-Adviser's senior operations office
shall be authorized to access the System and enter information, and
Sub-Adviser must employ reasonably procedures to permit only authorized
persons to have access to the System.
o Sub-Adviser will create separate System files containing the daily executed
securities trade information with respect to the Fund it manages, or
Sub-Adviser will transmit separately the trades for such Fund.
o SSB, through System or otherwise, will provide to Sub-Adviser prompt
certification or acknowledgment of SSB's receipt of each transmission by
Sub-Adviser of executed trade information.
o If the System malfunctions, Sub-Adviser will transmit all trade information
via facsimile transmission.
Upon receipt of brokers' confirmations, Sub-Adviser or SSB will be required to
notify the other party if any differences exist. The reporting of trades by the
Sub-Adviser to SSB must include the following:
o Purchase or Sale
o Security name
o Number of Shares or principal amount
o Price per share or bond
o Commission rate per share or bond, or if a net trade
o Executing broker
o Trade date
o Settlement date
o If security is not eligible for DTC
o This information can be reported using your forms, if applicable
When opening accounts with brokers for the Fund, the account should be a cash
account. No margin accounts are to be maintained. The broker should be advised
to use SSB IDC's ID system number (N. 20997) to facilitate the receipt of
information by SSB. If this procedure is followed, DK problems will be held down
to a minimum and additional costs of security trades
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will not become an important factor in doing business. Delivery and receipt
instructions are attached as Schedule 1. Sub-Adviser will be required to submit
to SSB a daily trade authorization report, either through a System or, if a
facsimile transmission is used, on a form signed by two authorized individuals
prior to settlement date and a list of authorized persons with specimen
signatures must have previously been sent to SSB (see Schedule 2). The daily
trade authorization report will contain information on which SSB can rely to
either accept delivery or deliver out of the account, securities as per
Sub-Adviser trades. If facsimile transmission is used, Sub-Adviser will use a
form acceptable to SSB.
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Schedule 1
Mailing Instructions and Delivery Instructions:
Confirmation Instructions (copy of Broker Advice):
State Street Bank and Trust Company
Mutual Fund Services
0000 Xxxxxxxx Xxxxx (X0X)
Xxxxx Xxxxxx, XX 00000
Attn: Fund Name/Fund Number
For the account of CIGNA Funds Group - LARGE COMPANY
STOCK GROWTH FUND
Delivery Instructions:
All DTC Eligible Securities:
Depository Trust Company (DTC) #997 Custodian Services
#20997 Agent Bank
All Ineligible DTC Securities (i.e., Commercial Paper)
State Street Bank and Trust Company
State Street Boston-Securities Corp.
00 Xxxxxxxx
Xxxx Xxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
"VS Payment" (Federal Funds on Commercial Paper Only)
For the account of CIGNA Funds Group - LARGE COMPANY
STOCK GROWTH FUND
All Government Issues:
Delivered through Book Entry of Federal Reserve
Bank to: State St Bos/Spec/Fund Name/Fund #
(VS Payment Federal Funds)
Foreign Holdings:
Please confer with Xxxx Xxxxx, State Street Bank,
(Phone: 000-000-0000) to obtain delivery instructions
of the State Street Global Custody Network
Schedule 2
Example of Authorized Signature Letter
(To Be Typed on Your Letterhead)
[DATE]
State Street Bank and Trust
Mutual Fund Services
0000 Xxxxxxxx Xxxxx (X0X)
Xxxxx Xxxxxx, XX 00000
Attention: CIGNA Charter Mutual Funds
RE: Persons Authorized To Execute Trades For CIGNA Funds Group - Large Company
Stock Growth Fund
The following list of individuals are authorized to execute and report trade
instructions on behalf of the Fund. Should there be any changes to the
authorized persons listed below, we will notify you immediately of those
changes.
NAME SIGNATURE
Sincerely yours,
Schedule C
Fees for Sub-Adviser Services
SUB-ADVISER: XXXXXX XXXXXXX XXXX XXXXXX INVESTMENT MANAGEMENT INC.
FUND: LARGE COMPANY STOCK GROWTH FUND
For investment management services provided to the Fund under this
Agreement, Adviser, as a fiduciary for the Fund, shall pay the
Sub-Adviser a fee determined by multiplying the Average Total Net
Assets by the annual rate specified below. All fees shall be calculated
and paid quarterly in arrears. Fees for partial periods shall be
prorated for the portion of the period for which services were
rendered.
45 basis points on the first $100 million
35 basis points on all amounts thereafter
For purposes of this Schedule, "Average Total Net Assets" for any
quarter shall mean the average of the Assets as reported by the
custodian for the last business day of each month ended in the calendar
quarter.
