Exhibit (9)
TRANSFER AGENCY AND SERVICE AGREEMENT
between
CIGNA ANNUITY FUNDS GROUP
and
STATE STREET BANK AND TRUST COMPANY
Ald 1/85
TABLE OF CONTENTS
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Page
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Article 1 Terms of Appointment; Duties of the Bank........................1
Article 2 Fees and Expenses...............................................4
Article 3 Representations and Warranties of the Bank......................5
Article 4 Representations and Warranties of the Trust.....................5
Article 5 Indemnification.................................................6
Article 6 Covenants of the Trust and the Bank.............................9
Article 7 Termination of Agreement.......................................10
Article 8 Additional Funds...............................................11
Article 9 Assignment.....................................................11
Article 10 Amendment......................................................12
Article 11 Massachusetts Law to Apply.....................................12
Article 12 Merger of Agreement............................................12
Article 13 Trust Liability................................................12
TRANSFER AGENCY AND SERVICE AGREEMENT
-------------------------------------
AGREEMENT made as of the 30th day of July, 1985, by and between CIGNA
ANNUITY FUNDS GROUP a Massachusetts business trust, having its principal office
and place of business at 0000 Xxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxxxxxx, 00000
(the "Trust"), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts
corporation having its principal office and place of business at 000 Xxxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Bank").
WHEREAS, the Trust desires to appoint the Bank as its transfer agent,
dividend disbursing agent and agent in connection with certain other activities,
and the Bank desires to accept such appointment;
WHEREAS, the Trust is authorized to issue shares in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets; and
WHEREAS, the Trust intends to initially offer Shares in five series, as
described on Exhibit A attached hereto (such series, together with all other
series subsequently established by the Trust and made subject to this Agreement
in accordance with Article 8, being herein referred to as the "Fund(s)");
NOW, THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree as follows:
Article 1 Terms of Appointment; Duties of the Bank
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1.01 Subject to the terms and conditions set forth in this
Agreement, the Trust hereby employs and appoints the Bank to act as, and the
Bank agrees to act as the transfer agent for
the Trust's authorized and issued shares of beneficial interest ("Shares"),
dividend disbursing agent and agent in connection with any accumulation,
open-account or similar plans provided to the shareholders of any Fund of the
Trust ("Shareholders") and set out in the currently effective prospectus and
statement of additional information ("prospectus") of any Fund, including
without limitation any periodic investment plan or periodic withdrawal program.
1.02 The Bank agrees that it will perform the following
services:
(a) In accordance with procedures established from time to
time by agreement between the Trust and the Bank, the Bank shall:
(i) receive for acceptance, orders for the purchase of
Shares, and promptly deliver payment and appropriate
documentation therefor to the Custodian of the Trust
authorized pursuant to the Declaration of Trust of the
the Trust (the "Custodian");
(ii) pursuant to purchase orders, issue the appropriate
number of Shares and hold such Shares in the appropriate
Shareholder account;
(iii) receive for acceptance, redemption requests and
redemption directions and deliver the appropriate
documentation therefor to the Custodian;
(iv) at the appropriate time as and when it receives monies
paid to it by the Custodian with respect
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to any redemption, pay over or cause to be paid
over in the appropriate manner such monies as
instructed by the redeeming Shareholders;
(v) effect transfers of Shares by the registered
owners thereof upon receipt of appropriate
instructions;
(vi) prepare and transmit payments for dividends and
distributions declared by the Trust on account
of any Fund; and
(vii) maintain records of account for and advise the
Trust and its Shareholders as to the foregoing.
(b) In addition to and not in lieu of the services
set forth in the above paragraph (a), the Bank shall: (i) perform all of the
customary services of a transfer agent, dividend disbursing agent and, as
relevant, agent in connection with accumulation, open-account or similar plans
(including without limitation any periodic investment plan or periodic
withdrawal program), including but not limited to: maintaining all Shareholder
accounts, preparing Shareholder meeting lists, mailing proxies, receiving and
tabulating proxies, mailing Shareholder reports and prospectuses to current
Shareholders, withholding taxes on non-resident alien accounts, preparing and
filing U.S. Treasury Department Forms 1099 and other appropriate forms required
with respect to dividends and distributions by federal authorities for all
Shareholders, preparing and mailing confirmation forms and statements of account
to Shareholders for all purchases and redemptions of Shares and other
confirmable
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transactions in Shareholder accounts, preparing and mailing activity statements
for Shareholders, and providing Shareholder account information and (ii) provide
a system which will enable any Fund of the Trust to monitor the total number of
Shares sold in each State. The Trust shall (i) identify to the Bank in writing
those transactions and assets to be treated as exempt from blue sky reporting
for each State and (ii) verify the establishment of transactions for each State
on the system prior to activation and thereafter monitor the daily activity for
each State. The responsibility of the Bank for the Trust's blue sky State
registration status is solely limited to the initial establishment of
transactions subject to blue sky compliance by the Trust and the reporting of
such transactions to any Fund of the Trust as provided above.
Procedures applicable to certain of these services may be established
from time to time by agreement between the Trust and the Bank.
Article 2 Fees and Expenses
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2.01 For performance by the Bank pursuant to this Agreement,
the Trust agrees to pay the Bank an annual maintenance fee for each Shareholder
account as set out in the initial fee schedule attached hereto. Such fees and
out-of-pocket expenses and advances identified under Section 2.02 below may be
changed from time to time subject to mutual written agreement between the Trust
and the Bank.
2.02 In addition to the fee paid under Section 2.01 above,
the Trust agrees to reimburse the Bank for out-of-pocket
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expenses or advances incurred by the Bank for the items set out in the fee
schedule attached hereto. In addition, any other expenses incurred by the Bank
at the request or with the consent of the Trust, will be reimbursed by the
Trust.
2.03 Postage for mailing of dividends, proxies, Fund
reports and other mailings to all shareholder accounts shall be advanced to the
Bank by the Trust at least seven (7) days prior to the mailing date of such
materials.
Article 3 Representations and Warranties of the Bank
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The Bank represents and warrants to the Trust that:
3.01 It is a corporation duly organized and existing
and in good standing under the laws of the Commonwealth of Massachusetts.
3.02 It is duly qualified to carry on its business in
the Commonwealth of Massachusetts.
3.03 It is empowered under applicable laws and by its
charter and by-laws to enter into and perform this Agreement.
3.04 All requisite corporate proceedings have been taken
to authorize it to enter into and perform this Agreement.
3.05 It has and will continue to have access to the
necessary facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
Article 4 Representations and Warranties of the Trust
-------------------------------------------
The Trust represents and warrants to the Bank that:
4.01 It is a business trust duly organized and
existing and in good standing under the laws of Massachusetts.
4.02 It is empowered under applicable laws and by its
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Declaration of Trust and By-Laws to enter into and perform this Agreement.
4.03 All corporate proceedings required by said Declaration
of Trust and By-Laws have been taken to authorize it to enter into and perform
this Agreement.
4.04 It is an open-end and diversified management investment
company registered under the Investment Company Act of 1940.
4.05 A registration statement under the Securities Act of
1933 is currently effective and will remain effective, and appropriate state
securities law filings have been made and will continue to be made, with respect
to all Shares of any Fund of the Trust being offered for sale.
Article 5 Indemnification
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5.01 The Bank shall not be responsible for, and the Trust
shall indemnify and hold the Bank harmless from and against, any and all losses,
damages, costs, charges, counsel fees, payments, expenses and liability arising
out of or attributable to:
(a) All actions of the Bank or its agent or subcontractors
required to be taken pursuant to this Agreement, provided that such actions are
taken in good faith and without negligence or willful misconduct.
(b) The Trust's refusal or failure to comply with the terms
of this Agreement, or which arise out of the Trust's lack of good faith,
negligence or willful misconduct or which arise out of the breach of any
representation or warranty of the Trust hereunder.
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(c) The reliance on or use by the Bank or its agents or
subcontractors of information, records and documents which (i) are received by
the Bank or its agents or subcontractors and furnished to it by or on behalf of
the Trust, and (ii) have been prepared and/or maintained by the Trust or any
other person or firm on behalf of the Trust.
(d) The reliance on, or the carrying out by the Bank or its
agents or subcontractors of any instructions or requests of the Trust.
(e) The offer or sale of Shares in violation of any
requirement under the federal securities laws or regulations or the securities
laws or regulations of any state that such Shares be registered in such state or
in violation of any stop order or other determination or ruling by any federal
agency or any state with respect to the offer or sale of such Shares in such
state.
5.02 The Bank shall indemnify and hold the Trust harmless
from and against any and all losses, damages, costs, charges, counsel fees,
payments, expenses and liability arising out of or attributable to any action or
failure or omission to act by the Bank as a result of the Bank's lack of good
faith, negligence or willful misconduct.
5.03 At any time the Bank may apply to any officer of the
Trust for instructions, and may consult with legal counsel with respect to any
matter arising in connection with the services to be performed by the Bank under
this Agreement, and the Bank and its agents or subcontractors shall not be
liable and shall be indemnified by the Trust for any action taken or omitted
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by it in reliance upon such instructions or upon the opinion of such counsel.
The Bank, its agents and subcontractors shall be protected and indemnified in
acting upon any paper or document furnished by or on behalf of any Fund of the
Trust, reasonably believed to be genuine and to have been signed by the proper
person or persons, or upon any instruction, information, data, records or
documents provided the Bank or its agents or subcontractors by machine readable
input, telex, CRT data entry or other similar means authorized by the Trust, and
shall not be held to have notice of any change of authority of any person, until
receipt of written notice thereof from the Trust. The Bank, its agents and
subcontractors shall also be protected and indemnified in recognizing stock
certificates which are reasonably believed to bear the proper manual or
facsimile signatures of the officers of the Trust, and the proper
countersignature of any former transfer agent or registrar, or of a co-transfer
agent or co-registrar.
5.04 In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God, strikes,
equipment or transmission failure or damage reasonably beyond its control, or
other causes reasonably beyond its control, such party shall not be liable for
damages to the other for any damages resulting from such failure to perform or
otherwise from such causes.
5.05 Neither party to this Agreement shall be liable to the
other party for consequential damages under any provision of this Agreement or
for any act or failure to act hereunder.
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5.06 In order that the indemnification provisions contained
in this Article 5 shall apply, upon the assertion of a claim for which either
party may be required to indemnify the other, the party seeking indemnification
shall promptly notify the other party of such assertion, and shall keep the
other party advised with respect to all developments concerning such claim. The
party who may be required to indemnify shall have the option to participate with
the party seeking indemnification in the defense of such claim. The party
seeking indemnification shall in no case confess any claim or make any
compromise in any case in which the other party may be required to indemnify it
except with the other party's prior written consent.
Article 6 Covenants of the Trust and the Bank
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6.01 The Trust shall promptly furnish to the Bank the
following:
(a) A certified copy of the resolution of the Trustees of the
Trust authorizing the appointment of the Bank and the execution and delivery of
this Agreement.
(b) A copy of the Declaration of Trust and By-Laws of the
Trust and all amendments thereto.
6.02 The Bank hereby agrees to establish and maintain
facilities and procedures reasonably acceptable to the Trust for safekeeping of
stock certificates, check forms and facsimile signature imprinting devices, if
any; and for the preparation or use, and for keeping account of, such
certificates, forms and devices.
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6.03 The Bank shall keep records relating to the services to
be performed hereunder, in the form and manner as it may deem advisable. To the
extent required by Section 31 of the Investment Company Act of 1940, as amended,
and the Rules thereunder, the Bank agrees that all such records prepared or
maintained by the Bank relating to the services to be performed by the Bank
hereunder are the property of the Trust and will be preserved, maintained and
made available in accordance with such Section and Rules, and will be
surrendered promptly to the Trust on and in accordance with its request.
6.04 The Bank and the Trust agree that all books, records,
information and data pertaining to the business of the other party which are
exchanged or received pursuant to the negotiation or the carrying out of this
Agreement shall remain confidential, and shall not be voluntarily disclosed to
any other person, except as may be required by law.
6.05 In case of any requests or demands for the inspection of
the Shareholder records of the Trust, the Bank will endeavor to notify the Trust
and to secure instructions from an authorized officer of the Trust as to such
inspection. The Bank reserves the right, however, to exhibit the Shareholder
records to any person whenever it is advised by its counsel that it may be held
liable for the failure to exhibit the Shareholder records to such person.
Article 7 Termination of Agreement
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7.01 This Agreement may be terminated by either party upon
one hundred twenty (120) days written notice to the other.
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7.02 Should the Trust exercise its right to terminate, all
out-of-pocket expenses associated with the movement of records and material will
be borne by the Trust. Additionally, the Bank reserves the right to charge for
any other reasonable expenses associated with such termination and/or a charge
equivalent to the average of three (3) months' fees.
Article 8 Additional Funds
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8.01 In the event that the Trust establishes one or more
series of Shares in addition to those described on Exhibit A attached hereto,
with respect to which it desires to have the Bank render services as transfer
agent under the terms hereof, it shall so notify the Bank in writing, and if the
Bank agrees in writing to provide such services, such series of Shares shall
become a Trust hereunder.
Article 9 Assignment
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9.01 Except as provided in Section 9.03 below, neither this
Agreement nor any rights or obligations hereunder may be assigned by either
party without the written consent of the other party.
9.02 This Agreement shall inure to the benefit of and be
binding upon the parties and their respective permitted successors and assigns.
9.03 The Bank may, without further consent on the part of the
Trust, subcontract for the performance hereof with (i) Boston Financial Data
Services, Inc., a Massachusetts corporation ("BFDS") which is duly registered as
a transfer agent pursuant to Section 17A(c)(1) of the Securities Exchange Act of
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1934 ("Section 17A(c)(l)"), or (ii) a BFDS subsidiary duly registered as a
transfer agent pursuant to Section 17A(c)(1); provided, however, that the Bank
shall be as fully responsible to the Trust for the acts and omissions of any
subcontractor as it is for its own acts and omissions.
Article 10 Amendment
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10.01 This Agreement may be amended or modified by a
written agreement executed by both parties and authorized or approved by a
resolution of the Trustees of the Trust.
Article 11 Massachusetts Law to Apply
--------------------------
11.01 This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.
Article 12 Merger of Agreement
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12.01 This Agreement constitutes the entire agreement
between the parties hereto and supersedes any prior agreement with respect to
the subject matter hereof whether oral or written.
Article 13 Trust Liability
---------------
13.01 Copies of the Master Trust Agreement, as amended,
establishing CIGNA Annuity Funds Group (the "Trust") are on file with the
Secretary of the Commonwealth of Massachusetts, and notice is hereby given that
this Transfer Agency and Service Agreement is executed on behalf of the Trust by
officers of the Trust as officers and not individually and that the obligations
of or arising out of this Transfer Agency and Service Agreement 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.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in their names and on their behalf under their seals
by and through their duly authorized officers, as of the day and year first
above written.
CIGNA ANNUITY FUND GROUP
By: /s/ Xxxxxx X. Xxxxxxxx
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ATTEST:
/s/ Xxxxxxx X. Xxxxx
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STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxx X'Xxxxxxx
--------------------------------
Vice President
ATTEST:
/s/ X. X. Xxxxxx
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Assistant Secretary
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EXHIBIT A
a/o June 30, 1985
CIGNA Annuity Equity Fund
CIGNA Annuity Income Fund
CIGNA Annuity Money Market Fund
CIGNA Annuity Short-Term Government Fund
Companion Fund
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[STATE STREET LOGO APPEARS HERE]
STATE STREET BANK AND TRUST COMPANY
Fee Schedule and Summary Description of Services as
Transfer and Dividend Disbursing Agent
CIGNA ANNUITY MONEY MARKET FUND
CIGNA ANNUITY EQUITY FUND
CIGNA ANNUITY INCOME FUND
CIGNA ANNUITY AGGRESSIVE EQUITY FUND
CIGNA ANNUITY GROWTH AND INCOME FUND
--------------------------------------------------------------------------------
I. Annual Maintenance Charge
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Fee is based on the maintenance of Transfer Agency records to reflect
all transaction activity for the shareholders of the Fund. Maintain an
individual shareholder account record and provide weekly confirmation
of each entry; calculate and disburse dividends as declared by the
Fund; provide Form 1099 reporting at end of year to Internal Revenue
Service. No certificates will be issued.
The annual fee under this section shall be $3,000 per portfolio payable
on a monthly basis at the rate of 1/12 the annual fee.
II. Out of Pocket Expenses
----------------------
All out-of-pocket expenses will be charged to the Fund monthly
including forms, postage, telephone, wires, etc.
III. Term of Contract
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This schedule will be effective for one (1) year commencing on February
1, 1992, and shall be renewed annually thereafter unless otherwise
agreed upon by both parties.
CIGNA ANNUITY MONEY MARKET FUND
CIGNA ANNUITY EQUITY FUND
CIGNA ANNUITY INCOME FUND
CIGNA ANNUITY AGGRESSIVE EQUITY FUND
CIGNA ANNUITY GROWTH AND INCOME FUNDS STATE STREET BANK & TRUST CO.
Name: /s/ Xxxxxx X. Xxxxxxx III Name: /s/ Xxxxx Wertherman
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Title: Vice President & Treasurer Title: Vice President
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Date: February 7, 1992 Date: February 3, 1992
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0294m
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