Exhibit d(iv)
SUB-ADVISORY AGREEMENT
SMALL COMPANY STOCK-VALUE FUND
(A SERIES OF CIGNA FUNDS GROUP)
This SUB-ADVISORY AGREEMENT (the "Agreement") is entered into effective as
of the 7th day of December, 1999 by and between XXXXXX LLC, a Nevada limited
liability company ("Xxxxxx") and PERKINS, WOLF, XXXXXXXXX & COMPANY, a Delaware
corporation ("PWM").
WHEREAS, Xxxxxx has entered into a Sub-Advisory Agreement (the
"Sub-Advisory Agreement") with CIGNA Investments, Inc. ("CIGNA") pursuant to
which Xxxxxx will act as Sub-Advisor to the CIGNA Funds Group, a Massachusetts
business trust (the "Trust") and an open-end, management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), with respect to the Small Company Stock-Value Fund, a series of the Trust
(the "Fund").
WHEREAS, PWM is engaged in the business of rendering investment advisory
services and is registered as an investment adviser under the Investment
Advisers Act of 1940, as amended (the "Advisers Act"); and
WHEREAS, Xxxxxx desires to retain PWM to furnish investment advisory
services with respect to the Fund, and PWM is willing to furnish such services;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. DUTIES OF PWM. Xxxxxx hereby engages the services of PWM as
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subadviser in furtherance of the Advisory Agreement. PWM agrees to perform the
following duties, subject to the oversight of Xxxxxx and to the overall control
of the officers and the Board of Trustees (the "Trustees") of the Trust:
(a) PWM shall manage the investment operations of the Fund and the
composition of its investment portfolio, shall determine without prior
consultation with the Trust or Xxxxxx, what securities and other assets of the
Fund will be acquired, held, disposed of or loaned, and shall direct Xxxxxx with
respect to the execution of trades in connection with such determinations, in
conformity with the investment objectives, policies and restrictions and the
other statements concerning the Fund in the Trust's trust instrument, as amended
from time to time (the "Trust Instrument"), bylaws and registration statements
under the 1940 Act and the Securities Act of 1933, as amended (the "1933 Act"),
the Advisers Act, the rules thereunder and all other applicable federal and
state laws and regulations, and the provisions of the Internal
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Revenue Code of 1986, as amended (the "Code"), applicable to the Fund as a
regulated investment company;
(b) PWM shall cause its officers to attend meetings and furnish oral or
written reports, as the Trust or Xxxxxx may reasonably require, in order to keep
Xxxxxx, the Trustees and appropriate officers of the Trust fully informed as to
the condition of the investment portfolio of the Fund, the investment decisions
of PWM, and the investment considerations which have given rise to those
decisions;
(c) PWM shall maintain all books and records required to be maintained by
PWM pursuant to the 1940 Act, the Advisers Act, and the rules and regulations
promulgated thereunder, as the same may be amended from time to time, with
respect to transactions on behalf of the Fund, and shall furnish the Trustees
and Xxxxxx with such periodic and special reports as the Trustees or Xxxxxx
reasonably may request. PWM hereby agrees that all records which it maintains
for the Fund or the Trust are the property of the Trust, agrees to permit the
reasonable inspection thereof by the Trust or its designees and agrees to
preserve for the periods prescribed under the 1940 Act and the Advisers Act any
records which it maintains for the Trust and which are required to be maintained
under the 1940 Act and the Advisers Act, and further agrees to surrender
promptly to the Trust or its designees any records which it maintains for the
Trust upon request by the Trust;
(d) At such times as shall be reasonably requested by the Trustees or
Xxxxxx, PWM shall provide the Trustees and Xxxxxx with economic, operational and
investment data and reports, including without limitation all information and
materials reasonably requested by or requested to be delivered to the Trustees
of the Trust pursuant to Section 15(c) of the 1940 Act, and shall make available
to the Trustees and Xxxxxx any economic, statistical and investment services
normally available to similar investment company clients of PWM; and
(e) PWM will provide to Xxxxxx for regulatory filings and other
appropriate uses materially accurate and complete information relating to PWM as
may reasonably be requested by Xxxxxx from time to time and, notwithstanding
anything herein to the contrary, PWM shall be liable to Xxxxxx for all damages,
costs and expenses, including without limitation reasonable attorneys' fees
(hereinafter referred to collectively as "Damages"), incurred by Xxxxxx as a
result of any material inaccuracies or omissions in such information provided by
PWM to Xxxxxx; provided, however, that PWM shall not be liable to the extent
that any Damages are based upon inaccuracies or omissions made in reliance upon
information furnished to PWM by Xxxxxx.
(f) PWM shall, on behalf of the Fund, exercise such voting rights,
subscription rights, rights to consent to corporate action and any other rights
pertaining to the Fund's assets that may be exercised, in accordance with any
policy pertaining to the same that may be adopted or agreed to by the Trustees
of the Trust, or, in the event that the Trust retains the right to
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exercise such voting and other rights, to furnish the Trust with advice as may
reasonably be requested as to the manner in which such rights should be
exercised;
2. FURTHER OBLIGATIONS. In all matters relating to the performance of this
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Agreement, PWM shall act in conformity with the Trust's Trust Instrument, bylaws
and currently effective registration statements under the 1940 Act and the 1933
Act and any amendments or supplements thereto (the "Registration Statements")
and with the written policies, procedures and guidelines of the Fund, and
written instructions and directions of the Trustees and Xxxxxx and shall comply
with the requirements of the 1940 Act, the Advisers Act, the rules thereunder,
and all other applicable federal and state laws and regulations. Xxxxxx agrees
to provide to PWM copies of the Trust's Trust Instrument, bylaws, Registration
Statement, written policies, procedures and guidelines and written instructions
and directions of the Trustees and Xxxxxx, and any amendments or supplements to
any of them at, or, if practicable, before the time such materials become
effective.
3. OBLIGATIONS OF XXXXXX. Xxxxxx shall have the following
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obligations under this Agreement:
(a) To keep PWM continuously and fully informed (or cause the custodian of
the Fund's assets to keep PWM so informed) as to the composition of the
investment portfolio of the Fund and the nature of all of the Fund's assets and
liabilities from time to time;
(b) To furnish PWM with a certified copy of any financial statement or
report prepared for the Fund by certified or independent public accountants and
with copies of any financial statements or reports made to the Fund's
shareholders or to any governmental body or securities exchange;
(c) To furnish PWM with any further materials or information which PWM may
reasonably request to enable it to perform its function under this Agreement;
and
(d) To compensate PWM for its services in accordance with the provisions
of Section 4 hereof.
4. COMPENSATION. Xxxxxx LLC shall pay to PWM for its services under
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this Agreement a fee, payable in United States dollars, at an annual rate of
0.25% of the average daily net asset value of the Fund. This fee shall be
computed and accrued daily and payable monthly as of the last day of each month
during which or part of which this Agreement is in effect. For the month during
which this Agreement becomes effective and the month during which it terminates,
however, there shall be an appropriate proration of the fee payable for such
month based on the number of calendar days of such month during which this
Agreement is effective.
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5. EXPENSES AND EXCLUDED EXPENSES. PWM shall pay all its own costs
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and expenses incurred in fulfilling its obligations under this Agreement.
6. REPRESENTATIONS OF PWM. PWM hereby represents, warrants and
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covenants to Xxxxxx as follows:
(a) PWM: (i) is registered as an investment adviser under the Advisers Act
and will continue to be so registered for so long as this Agreement remains in
effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from
performing the services contemplated by this Agreement; (iii) has met, and will
continue to meet for so long as this Agreement remains in effect, any other
applicable federal or state requirements, or the applicable requirements of any
regulatory or industry self-regulatory organization necessary to be met in order
to perform the services contemplated by this Agreement; (iv) has the legal and
corporate authority to enter into and perform the services contemplated by this
Agreement; and (v) will immediately notify Xxxxxx of the occurrence of any event
that would disqualify PWM from serving as an investment adviser of an investment
company pursuant to Section 9(a) of the 1940 Act or otherwise, and of the
institution of any administrative, regulatory or judicial proceeding against PWM
that could have a material adverse effect upon PWM's ability to fulfill its
obligations under this Agreement.
(b) PWM has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the 1940 Act and will provide Xxxxxx with a
copy of such code of ethics, together with evidence of its adoption. Within 45
days after the end of the last calendar quarter of each year that this Agreement
is in effect, the president or a vice president of PWM shall certify to Xxxxxx
that PWM has complied with the requirements of Rule 17j-1 during the previous
year and that there has been no violation of PWM's code of ethics or, if such a
violation has occurred, that appropriate action was taken in response to such
violation. Upon the written request of Xxxxxx, PWM shall permit Xxxxxx, its
employees or its agents to examine the reports required to be made to PWM by
Rule 17j-1(c)(1) and all other records relevant to PWM's code of ethics.
(c) PWM has provided Xxxxxx with a copy of its Form ADV as most recently
filed with the U.S. Securities and Exchange Commission ("SEC") and will,
promptly after filing any amendment to its Form ADV with the SEC, furnish a copy
of such amendment to Xxxxxx.
(d) PWM will notify Xxxxxx of any change in the identity or control of its
shareholders owning a 10% or greater interest in PWM, or any change that would
constitute a change in control of PWM under the 1940 Act, prior to any such
change if PWM is aware, or should be aware, of any such change, but in any event
as soon as any such change becomes known to PWM.
7. REPRESENTATIONS OF XXXXXX. Xxxxxx hereby represents, warrants and
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covenants to PWM as follows:
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(a) Xxxxxx: (i) is registered as an investment adviser under the Advisers
Act and will continue to be so registered for so long as this Agreement remains
in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from
fulfilling its obligations under this Agreement; (iii) has met, and will
continue to meet for so long as this Agreement remains in effect, any other
applicable federal or state requirements, or the applicable requirements of any
regulatory or industry self-regulatory organization necessary to be met in order
to fulfill its obligations under this Agreement; (iv) has the legal and
corporate authority to enter into and perform this Agreement; and (v) will
immediately notify PWM of the occurrence of any event that would disqualify
Xxxxxx from serving as an investment adviser of an investment company pursuant
to Section 9(a) of the 1940 Act or otherwise, and of the institution of any
administrative, regulatory or judicial proceeding against Xxxxxx that could have
a material adverse effect upon Xxxxxx'x ability to fulfill its obligations under
this Agreement.
(b) Xxxxxx has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the 1940 Act.
(c) Xxxxxx has provided PWM with a copy of its Form ADV as most recently
filed with the U.S. Securities and Exchange Commission ("SEC") and will,
promptly after filing any amendment to its Form ADV with the SEC, furnish a copy
of such amendment to PWM.
(d) Xxxxxx will notify PWM of any change in the identity or control of its
shareholders owning a 10% or greater interest in Xxxxxx, or any change that
would constitute a change in control of Xxxxxx under the 1940 Act, prior to any
such change if Xxxxxx is aware, or should be aware, of any such change, but in
any event as soon as any such change becomes known to Xxxxxx.
8. TERM AND TERMINATION. This Agreement shall become effective upon
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its approval by the Trust's Board of Trustees and by the vote of a majority of
the outstanding voting securities of the Fund. This Agreement shall continue in
effect for a period of more than two years from the date hereof only so long as
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 (a) by the Fund at any time, without the payment of any penalty, 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 Xxxxxx at any time,
without the payment of any penalty, on not more than 60 days' nor less than 30
days' written notice to the Sub-Adviser, or (c) by the Sub-Adviser at any time,
without the payment of any penalty, on 90 days' written notice to Xxxxxx. This
Agreement shall terminate automatically and immediately in the event of its
assignment, or in the event of a termination of the Adviser's agreement with the
Trust. As used in this Section 8, 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
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granted by the SEC under the 1940 Act.
9. AMENDMENTS. This Agreement may be amended by the parties only in
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a written instrument signed by the parties to this Agreement and only if such
amendment is specifically approved (i) by a majority of the Trustees, including
a majority of the Trustees who are not interested persons of the Trust or
Xxxxxx, PWM or their affiliates, and (ii) if required by applicable law, by the
affirmative vote of a majority of the outstanding voting securities of the Fund.
10. LIMITATION ON PERSONAL LIABILITY. NOTICE IS HEREBY GIVEN that the
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Trust is a business trust organized under the Commonwealth of Massachusetts. All
parties to this Agreement acknowledge and agree that the Trust is a series trust
and all debts, liabilities, obligations and expenses incurred, contracted for or
otherwise existing with respect to a particular series shall be enforceable
against the assets held with respect to such series only, and not against the
assets of the Trust generally or against the assets held with respect to any
other series and further that no Trustee, officer or holder of shares of
beneficial interest of the Trust shall be personally liable for any of the
foregoing.
11. LIMITATION OF LIABILITY OF PWM. Xxxxxx will not seek to hold PWM,
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and PWM shall not be, liable for any error of judgment or mistake of law or for
any loss arising out of any investment or for any act or omission taken with
respect to the Fund, except for willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of reckless disregard
of its obligations and duties hereunder and except to the extent otherwise
provided by law. As used in this section, "PWM" shall include any affiliate of
PWM performing services for the Fund contemplated hereunder and directors,
officers and employees of PWM and such affiliates.
12. ACTIVITIES OF PWM. The services of PWM hereunder are not to be
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deemed to be exclusive, and PWM is free to render services to other parties, so
long as its services under this Agreement are not materially adversely affected
or otherwise impaired thereby. Nothing in this Agreement shall limit or restrict
the right of any director, officer or employee of PWM to engage in any other
business or to devote his or her time and attention in part to the management or
other aspects of any other business, whether of a similar or a dissimilar
nature. It is understood that Trustees, officers and shareholders of the Trust
are or may become interested in PWM as directors, officers and shareholders of
PWM, that directors, officers, employees and shareholders of PWM are or may
become similarly interested in the Trust, and that PWM may become interested in
the Trust as a shareholder or otherwise.
13. THIRD PARTY BENEFICIARY. The parties expressly acknowledge and
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agree that the Trust is a third party beneficiary of this Agreement and that the
Trust shall have the full right to xxx upon and enforce this Agreement in
accordance with its terms as if it were a signatory hereto.
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14. NOTICES. Any notice or other communication required to be given
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pursuant to this Agreement shall be deemed duly given if delivered personally or
by overnight delivery service or mailed by certified or registered mail, return
receipt requested and postage prepaid, or sent by facsimile addressed to the
parties at their respective addresses set forth below, or at such other address
as shall be designated by any party in a written notice to the other party.
(a) To Xxxxxx at:
Xxxxxx LLC
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxx Xxxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
with a copy to:
Xxxxxx LLC
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
(b) To PWM at:
Perkins, Wolf, XxXxxxxxx & Company
00 X. Xxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Attention: President
Phone: (000) 000-0000
Fax: (000) 000-0000
with a copy to:
Xxxxxx X. Xxxxxxxx, Xx., Esq.
Xxxxxxxxx Xxxxxxx Xxxxx Xxxxxx L.L.P.
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx Xxxx, Xxxxxxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
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(c) To the Trust at:
c/o CIGNA Corporation
000 Xxxxxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000-0000
S-115
Attention: Global Client Relations
15. CERTAIN DEFINITIONS. As used in this Agreement, the terms "vote
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of a majority of the outstanding voting securities," "assignment," "approved at
least annually," and "interested persons" shall have the respective meanings
specified in the 1940 Act, as now in effect or hereafter amended, and the rules
and regulations thereunder, subject to such orders, exemptions and
interpretations as may be issued by the SEC under the 1940 Act and as may be
then in effect. Where the effect of a requirement of the federal securities laws
reflected in any provision of this Agreement is made less restrictive by a rule,
regulation, order, interpretation or other authority of the SEC, whether of
special or general application, such provision shall be deemed to incorporate
the effect of such rule, regulation, order, interpretation or other authority.
16. GOVERNING LAW. This Agreement shall be construed in accordance
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with the laws of the State of Colorado (without giving effect to the
conflicts of laws principles thereof) and the 1940 Act. To the extent that the
applicable laws of the State of Colorado conflict with the applicable provisions
of the 1940 Act, the latter shall control.
17. MISCELLANEOUS. The headings in this Agreement are included for
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convenience of reference only and in no way define or limit any of the
provisions thereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made 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.
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18. COUNTERPARTS. This Agreement may be executed in two or more
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counterparts, each of which shall be deemed an originally, but all of which
taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers designated below as of the day and
year first above written.
XXXXXX LLC
/s/ Xxxx X. Xxxxxxxx
By:________________________________
Xxxx X. Xxxxxxxx
President
PERKINS, WOLF, XXXXXXXXX & COMPANY
/s/ Xxxxxxx X. Xxxx
By:________________________________
Xxxxxxx X. Xxxx
Treasurer
