Exhibit e.
DISTRIBUTION AGREEMENT BETWEEN
CIGNA FUNDS GROUP
AND
PRUDENTIAL RETIREMENT BROKERAGE SERVICES, INC.
AGREEMENT made as of the 1st day of April, 2004 by and between CIGNA Funds
Group, a Massachusetts business trust having its principal place of business at
0 Xxxxxx Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxxxxx (the "Trust"), and
Prudential Retirement Brokerage Services, Inc., a Delaware corporation (the
"Distributor") having its principal place of business at 000 Xxxxxxxx Xxxxxx,
One Commercial Plaza, Hartford, Connecticut.
WHEREAS, the Trust is engaged in business as an open-end management company
and is registered as such under the Investment Company Act of 1940, as amended
(the "1940 Act"); and
WHEREAS, the Trustees of the Trust under the Master Trust Agreement of the
Trust are authorized to issue an unlimited number of shares of beneficial
interest of the Trust, and to create an unlimited number of series of shares of
the Trust ("Series") with each such Series having its own investment objectives,
assets and liabilities; and
WHEREAS, the Trust operates as a "series company" within the meaning of
Rule 18f-2 of the Act and has nine active series; and
WHEREAS, the Trust seeks the assistance of the Distributor in the sale and
distribution of shares of its Series as are currently and hereafter designated
by the Trust; and
WHEREAS, the Distributor is a broker-dealer properly licensed to act as a
distributor of securities and is willing to act as such in the sale and
distribution of shares of the Series as are now or hereafter designated by the
Trust;
NOW, THEREFORE, the Trust and the Distributor in consideration of the
premises and mutual covenants contained herein hereby agree as follows:
1. The Distributor agrees to arrange to sell, from time to time during
the term of this Agreement, shares of each of the Series of the Trust at the net
asset value of such shares calculated as described in the then-current
prospectus for the applicable Series. The Trust may at any time withdraw
offerings of shares of any Series by notice to the Distributor.
2. In connection with sales of shares of a Series pursuant to paragraph 1
above, the Trust will deliver shares in such names and such manner as is
specified in the Trust's prospectus (the "Prospectus") and in the purchase
application relating to such shares.
3. The Distributor hereby agrees to use its best efforts to find
purchasers who shall purchase shares of each Series as to which it acts as
Distributor. The Distributor does not undertake hereby to sell any specific
number of shares of any Series.
4. (a) The Trust, directly or through its investment adviser, shall, as
to each Series as to which the Distributor acts as distributor: (1) provide all
necessary services relating to the preparation and printing of registration
statements, applications for qualification, Prospectuses except as provided
below and other materials necessary in connection with registration of the
Trust, each such Series and the shares of the Trust under federal and state
securities laws, (2) bear the cost of all registration fees, and (3) pay all
fees of State Street Bank and Trust Company under the Custodian Agreement and
the Transfer Agency Agreement for services it renders to or on behalf of the
Trust.
(b) The Distributor shall be responsible for the following expenses
on a Series by Series basis, where applicable: (1) the incremental cost of
Prospectuses and periodic shareholder reports utilized by it in effecting sales,
(2) the cost of printing sales literature used by the Distributor or furnished
to dealers, (3) all costs of advertising in connection with the public offering
of shares of a Series, and (4) all costs of complying with regulatory
requirements applicable to the Distributor and its representatives.
5. The Trust shall sell through the Distributor, as the Trust's agent,
shares to eligible investors as described in the Prospectus. All orders through
the Distributor shall be subject to acceptance and confirmation by the Trust.
6. As the Trust's agent, the Distributor may sell and distribute shares
in such manner not inconsistent with the provisions hereof and the Prospectus of
the applicable Series. In this connection, the Distributor shall comply with all
laws, rules and regulations applicable to it, including, without limiting the
generality of the foregoing, the 1940 Act and all applicable rules and
regulations thereunder and all applicable rules and regulations of The National
Association of Securities Dealers, Inc. (the "NASD").
7. The Trust shall furnish the Distributor from time to time, for use in
connection with the sale of shares, written information with respect to the
Trust or one or more of its Series. In each case, such written information shall
be signed by an authorized officer of the Trust. The Trust represents and
warrants that such information, when signed by one of its officers, shall be
true and correct. The Trust also shall furnish to the Distributor copies of its
reports to its shareholders and such additional information regarding the
financial condition of one or more of its Series as the Distributor may
reasonably request from time to time.
8. The Trust shall prepare and furnish to the Distributor from time to
time such number of copies of the most recent form of the Prospectus and
Statement of Additional Information relating to the Trust's Series filed with
the Securities and Exchange Commission ("SEC") as the Distributor may reasonably
request. The Trust authorizes the Distributor to use such Prospectuses, in the
form furnished to the Distributor from time to time, in connection with the sale
of shares.
9. No shares shall be sold through the Distributor or issued by a Series
of the Trust under this Agreement and no orders for the purchase of shares shall
be confirmed or accepted by the Trust if and so long as the effectiveness of its
Registration Statement (the "Registration Statement") shall be suspended under
any of the provisions of the Securities Act of 1933 (the "1933 Act") or the 1940
Act. Nothing contained in this paragraph
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Exhibit e.
shall in any way restrict, limit or have any application to or bearing upon the
Trust's obligation to redeem shares of any Series from any shareholder pursuant
to the terms of the then-current effective Prospectus of that Series. The Trust
will use its best efforts at all times to have shares of each of its Series
effectively registered under the 1933 Act and to maintain its registration as an
investment company under the 1940 Act.
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Exhibit e.
10. The Trust agrees to advise the Distributor immediately:
(a) of any request by the SEC for amendments to the Registration
Statement or any Prospectus or for additional information;
(b) in the event of the issuance by the SEC of any stop order
suspending the effectiveness of the Registration Statement or a Prospectus
under the 1933 Act, or of the initiation of any proceedings for that
purpose;
(c) of the happening of any material event which makes untrue any
statement made in the Registration Statement or any Prospectus or Statement
of Additional Information which requires the making of a change therein in
order to make the statements therein not misleading; and
(d) of all action of the SEC with respect to any amendments to the
Registration Statement which may from time to time be filed with the SEC
under the 1933 Act or the 0000 Xxx.
11. The Trust shall comply with all applicable laws, rules and
regulations, including, without limiting the generality of the foregoing, all
rules and regulations made or adopted pursuant to the 1933 Act, the 1940 Act or
by the NASD.
12. This Agreement shall become effective with respect to any Series upon
the effectiveness of the Trust's Registration Statement relating to such Series,
and shall continue in effect for so long as the Trust's Registration Statement
relating to such series remains effective. This Agreement (or any Supplement)
may, in any event, be terminated at any time, without the payment of any
penalty, by the Trust upon 60 days' written notice to the Distributor and by the
Distributor upon 60 days' written notice to the Trust. Notwithstanding the
foregoing, Distributor shall not terminate this Agreement prior to nine months
after the date of this Agreement except as required by law or due to a default
by the Trust which, if capable of cure, is not cured within any applicable grace
or notice period. This Agreement shall immediately terminate in event of its
assignment (as that term is defined in the 1940 Act).
For purposes hereof, the term "default" shall include, without limitation: (a)
the Trust's failure to maintain a required effective registration under the 1940
Act or the Securities Act of 1933; (b) inclusion in a relevant registration
statement, prospectus, statement of additional information or other marketing
material prepared by the Trust of an untrue statement of a material fact or
omission to state any material fact required to be stated therein or necessary
to make the statements therein not misleading; (c) a material breach by the
Trust of any representation, warranty or covenant of the Trust in this
Agreement; or (d) a failure to pay when due any amount due to Distributor.
13. Except to the extent necessary to perform the Distributor's
obligations under this Agreement, nothing herein shall be deemed to limit or
restrict the right of the Distributor, or any affiliate of the Distributor, or
any employee of the Distributor, to engage in any other business or to devote
time and attention to the management or other aspects
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of any other business, whether of a similar or dissimilar nature, or to render
services of any kind to any other corporation, firm, individual or association.
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14. The Trust shall preserve copies of this Agreement and all reports made
pursuant to this Agreement, for a period of not less than six years from the
date of this Agreement or such report, as the case may be, the first two years
in an easily accessible price.
15. It is understood that trustees, officers, agents and shareholders of
the Trust are or may be interested in the Distributor as directors, officers,
stockholders, or otherwise, that directors, officers, agents and stockholders of
the Distributor are or may be interested in the Trust as trustees, officers,
shareholders or otherwise, that the Distributor may be interested in any Series
of the Trust as a shareholder or otherwise and that the existence of any such
dual interest shall not affect the validity thereof or of any transaction
hereunder except as otherwise provided in the Master Trust Agreement of the
Trust and the Articles of Incorporation of the Distributor, respectively, or by
specific provision of applicable law.
16. Any notice under this Agreement shall be in writing, addressed and
delivered or mailed postage prepaid to the other party at such address as such
other party may designate for the receipt of such notices. Until further notice
to the other party, it is agreed for this purpose that the address of the
Distributor shall be 000 Xxxxxxxx Xxxxxx, Xxx Xxxxxxxxxx Xxxxx, Xxxxxxxx, XX
00000 and that the address of the Trust shall be c/o TimesSquare Capital
Management, Inc., 000 Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, Attn: Mutual
Funds Operations.
17. Copies of the Master Trust Agreement establishing CIGNA Funds Group
(the "Trust") are on file with the Secretary of the Commonwealth of
Massachusetts, and notice is hereby given that this Agreement is executed on
behalf of the Trust by an officer of the Trust as an officer and not
individually and that the obligations of or arising out of this 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.
18. This Agreement shall be construed and its provisions interpreted in
accordance with the laws of the Commonwealth of Massachusetts.
CIGNA FUNDS GROUP
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President and Secretary
PRUDENTIAL RETIREMENT BROKERAGE SERVICES, INC.
By: /s/ Xxxx X. Xxx
---------------------------------------
Name: Xxxx X. Xxx
Title: President
Exhibit e.
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