Exhibit (9)
TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
CIGNA INSTITUTIONAL FUNDS GROUP
AND
STATE STREET BANK AND TRUST COMPANY
TABLE OF CONTENT
----------------
Page
----
Article 1 Terms of Appointment; Duties of the Bank........................2
Article 2 Fees and Expenses...............................................6
Article 3 Representations and Warranties of the Bank......................7
Article 4 Representations and Warranties of the Trust.....................7
Article 5 Data Access and Proprietary Information.........................8
Article 6 Indemnification................................................11
Article 7 Standard of Care...............................................13
Article 8 Covenants of the Trust and the Bank............................14
Article 9 Termination of Agreement.......................................15
Article 10 Additional Funds...............................................16
Article 11 Assignment.....................................................16
Article 12 Amendment......................................................17
Article 13 Massachusetts Law to Apply.....................................17
Article 14 Force Majeure..................................................17
Article 15 Consequential Damages..........................................17
Article 16 Merger of Agreement............................................18
Article 17 Limitations of Liability of the Trustees
and the Shareholders...........................................18
Article 18 Counterparts...................................................18
-2-
TRANSFER AGENCY AND SERVICE AGREEMENT
-------------------------------------
AGREEMENT made as of the 5th day of January, 1993, by and between CIGNA
INSTITUTIONAL FUNDS GROUP, a Massachusetts business trust, having its principal
office and place of business at Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxxxxxx
00000 (the "Trust"), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts
trust company having its principal office and place of business at 000 Xxxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Bank").
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 one series,
CIGNA International Stock Fund (each such series, together with all other series
subsequently established by the Trust and made subject to this Agreement in
accordance with Article 10, being herein referred to as a "Portfolio", and
collectively as the "Portfolios");
WHEREAS, the Trust on behalf of the Portfolios desires to appoint the
Bank as its transfer agent, dividend disbursing agent, custodian of certain
retirement plans and agent in connection with certain other activities, and the
Bank desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
-1-
Article 1 Terms of Appointment; Duties of the Bank
----------------------------------------
1.01 Subject to the terms and conditions set forth in this
Agreement, the Trust, on behalf of the Portfolios, hereby employs and appoints
the Bank to act as, and the Bank agrees to act as its transfer agent for the
authorized and issued shares of beneficial interest of the Trust representing
interests in each of the respective Portfolios ("Shares"), dividend disbursing
agent, custodian of certain retirement plans and agent in connection with any
accumulation, open-account or similar plans provided to the shareholders of each
of the respective Portfolios of the Trust ("Shareholders") and set out in the
currently effective prospectus and statement of additional information
("prospectus") of the Trust on behalf of the applicable Portfolio, 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 on behalf of each of the Portfolios, as
applicable, and the Bank, the Bank shall:
(i) Receive for acceptance, orders for the purchase of
Shares, and promptly deliver payment and appropriate
documentation thereof to the Custodian of the Trust
authorized pursuant to the Declaration of Trust of the
Trust (the "Custodian");
-2-
(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 thereof to the
Custodian;
(iv) In respect to the transactions in items (i),
(ii) and (iii) above, the Bank shall execute
transactions directly with broker-dealers
authorized by the Trust who shall thereby be
deemed to be acting on behalf of the Trust;
(v) At the appropriate time as and when it
receives monies paid to it by the Custodian
with respect to any redemption, pay over or
cause to be paid over in the appropriate
manner such monies as instructed by the
redeeming Shareholders;
(vi) Effect transfers of Shares by the registered
owners thereof upon receipt of appropriate
instructions;
(vii) Prepare and transmit payments for dividends
and distributions declared by the Trust on
behalf of the applicable Portfolio;
(viii) Issue replacement certificates for those
certificates alleged to have been lost,
stolen or destroyed upon receipt by the Bank
of indemnification satisfactory to the Bank
and protecting the Bank and the Trust, and
the Bank
-3-
at its option, may issue replacement
certificates in place of mutilated stock
certificates upon presentation thereof and
without such indemnity;
(ix) Maintain records of account for and advise
the Trust and its Shareholders as to the
foregoing; and
(x) Record the issuance of Shares of the Trust
and maintain pursuant to SEC Rule 17Ad-10(e)
a record of the total number of Shares which
are authorized, based upon data provided to
it by the Trust, and issued and outstanding.
The Bank shall also provide the Trust on a
regular basis with the total number of
Shares which are authorized and issued and
outstanding and shall have no obligation,
when recording the issuance of Shares, to
monitor the issuance of such Shares or to
take cognizance of any laws relating to the
issue or sale of such Shares, which
functions shall be the sole responsibility
of the Trust.
(b) In addition to and neither in lieu nor in
contravention of the services set forth in the above paragraph (a), the Bank
shall: (i) perform the customary services of a transfer agent, dividend
disbursing agent, custodian of certain retirement plans 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
-4-
Shareholder accounts, preparing Shareholder meeting lists, mailing proxies,
receiving and tabulating proxies, mailing Shareholder reports and prospectuses
to current Shareholders, withholding taxes on U.S. resident and 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 transactions in Shareholder
accounts, preparing and mailing activity statements for Shareholders, and
providing Shareholder account information and (ii) provide a system which will
enable the Trust to monitor the total number of Shares sold in each State.
(c) In addition, 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 the Trust as provided above.
(d) Procedures as to who shall provide certain of these
services in Article 1 may be established from time to time by agreement between
the Trust on behalf of each Portfolio and
-5-
the Bank per the attached service responsibility schedule. The Bank may at times
perform only a portion of these services and the Trust or its agent may perform
these services on the Trust's behalf.
(e) The Bank shall provide additional services on behalf of
the Trust (i.e., escheatment services) which may be agreed upon in writing
between the Trust and the Bank.
Article 2 Fees and Expenses
-----------------
2.01 For performance by the Bank pursuant to this Agreement,
the Trust agrees on behalf of each of the Portfolios 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 on behalf of each of the Portfolios to reimburse the Bank for
out-of-pocket expenses, including but not limited to confirmation production,
postage, forms, telephone, microfilm, microfiche, tabulating proxies, records
storage 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
on behalf of the applicable Portfolio.
2.03 The Trust agrees on behalf of each of the Portfolios to
pay all fees and reimbursable expenses within five
-6-
days following receipt of the respective billing notice. Postage for mailing of
dividends, proxies, Trust 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
------------------------------------------
The Bank represents and warrants to the Trust that:
3.01 It is a trust company 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
Declaration of Trust and By-Laws to enter into and perform this Agreement.
-7-
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 management investment company
registered under the Investment Company Act of 1940, as amended.
4.05 A registration statement has been filed under the
Securities Act of 1933 on behalf of the Trust and each of its Portfolios, and is
currently effective, or will be effective, prior to the sale of any shares of
any Portfolio hereunder, and will remain so effective, and, to the extent
required under applicable law, shares of the Trust will be qualified for sale
with the various state securities commissions or other applicable state
regulatory authorities.
Article 5 Data Access and Proprietary Information
---------------------------------------
5.01 The Trust acknowledges that the data bases, computer
programs, screen format, report formats, interactive design techniques, and
documentation manuals furnished to the Trust by the Bank as part of the Trust's
ability to access certain related data ("Customer Data") maintained by the Bank
on data bases under the control and ownership of the Bank ("Data Access
Services") constitute copyrighted, trade secret, or other proprietary
information (collectively, "Proprietary Information") of substantial value to
the Bank. The Trust agrees to treat all Proprietary Information as proprietary
to the Bank and further agrees that it shall not divulge any Proprietary
Information to any person or organization except as may be required by law or
otherwise provided hereunder. Without limiting the foregoing, the Trust agrees
for itself and its employees and agents:
-8-
(a) to access Customer Data solely from locations as
may be designated in writing by the Bank and solely
in accordance with the Bank's applicable user
documentation;
(b) to refrain from copying or duplicating in any
way the Proprietary Information;
(c) to refrain from obtaining unauthorized access to
any portion of the Proprietary Information, and if
such access is inadvertently obtained, to inform in
a timely manner of such fact and dispose of such
information in accordance with the Bank's
instructions;
(d) to refrain from causing or allowing third-party
data required hereunder from being retransmitted to
any other computer facility or other location,
except with the prior written consent of the Bank;
(e) that the Trust shall have access only to those
authorized transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by
the Bank to protect at the Bank's expense the
rights of the Bank in Proprietary Information at
common law, under federal copyright law and under
other federal or state law.
Each party shall take reasonable efforts to advise its employees of
their obligations pursuant to this Article 5. The obligations of this Article
shall survive any earlier termination of this Agreement.
-9-
5.02 If the Trust notifies the Bank that any of the Data
Access Services do not operate in material compliance with the most recently
issued user documentation for such services, the Bank shall endeavor in a timely
manner to correct such failure. Organizations from which the Bank may obtain
certain data included in the Data Access Services are solely responsible for the
contents of such data and the Trust agrees to make no claim against the Bank
arising out of the contents of such third-party data, including, but not limited
to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND
SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS,
AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE
EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.03 If the transactions available to the Trust include the
ability to originate electronic instructions to the Bank in order to (i) effect
the transfer or movement of cash or Shares or (ii) transmit Shareholder
information or other information (such transactions constituting a "COEFI"),
then in such event the Bank shall be entitled to rely on the validity and
authenticity of such instruction without undertaking any further inquiry as long
as such instruction is undertaken in conformity with reasonable security
procedures established by the Bank from time to time.
-10-
Article 6 Indemnification
---------------
6.01 The Bank shall not be responsible for, and the Trust
shall on behalf of the applicable Portfolio 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 lack of good faith, negligence or willful
misconduct which arise out of the breach of any representation or warranty of
the Trust hereunder.
(c) The reliance on or use by the Bank or its agents or
subcontractors of information, records, documents or services which (i) are
received by the Bank or its agents or subcontractors, and (ii) have been
prepared, maintained or performed 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 on behalf
of the applicable Portfolio.
(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
-11-
with respect to the offer or sale of such Shares in such state prior to receipt
of notification by the Bank that Shares of a particular Portfolio are no longer
eligible for sale either generally or in a particular jurisdiction. Such
notification may be oral if followed up by a confirming letter delivered by
mail, facsimile transmission, or overnight delivery service sent to the address
set forth herein for notices to the Bank.
6.02 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 caused by any action or failure or omission to act by the
Bank which constitutes a lack of good faith, negligence or willful misconduct on
the part of the Bank.
6.03 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 on behalf of the applicable
Portfolio for (i) any action taken or omitted by it in reliance upon such
instructions or (ii) any reasonable action taken or omitted by it in reliance
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 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
-12-
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 former registrar, or of a co-transfer agent or co-registrar.
6.04 In order that the indemnification provisions contained in
this Article 6 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 or to defend against
said claim in its own name or in the name of the party seeking indemnification.
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 provide
indemnification hereunder except with such latter party's prior written consent.
Article 7 Standard of Care
----------------
7.01 The Bank shall at all times act in good faith and agrees
to use its best efforts within reasonable limits to
-13-
insure the accuracy of all services performed under this Agreement, but assumes
no responsibility and shall not be liable for loss or damage due to errors
unless said errors are caused by its negligence, bad faith, or willful
misconduct or that of its employees.
Article 8 Covenants of the Trust and the Bank
-----------------------------------
8.01 The Trust shall on behalf of each of the Portfolios
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.
8.02 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.
8.03 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
-14-
Section and Rules, and will be surrendered promptly to the Trust on and in
accordance with its request.
8.04 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 other than independent contractors employed by each party
hereto to render professional accounting or legal services and then only the
extent necessary for each of them to render the services for which they were
employed and except as may be required by law.
8.05 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 legal counsel that it may be
held liable for the failure to exhibit the Shareholder records to such person.
Article 9 Termination of Agreement
------------------------
9.01 This Agreement may be terminated by either party upon one
hundred twenty (120) days written notice to the other.
9.02 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 on behalf of the applicable Portfolio(s). Additionally,
the Bank
-15-
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. Notwithstanding anything in this Agreement to the contrary, the Trust
shall have the right to terminate this Agreement without the payment of
reasonable expenses associated with such termination and/or a charge equivalent
to the average of three (3) months' fees in the event the Bank is unable to
perform for any of the reasons stated in Article 14 hereof.
Article 10 Additional Funds
----------------
10.01 In the event that the Trust establishes one or more
series of Shares in addition to CIGNA International Stock Fund 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 Portfolio
hereunder.
Article 11 Assignment
----------
11.01 Except as provided in Section 11.03 below, neither this
Agreement nor any rights or obligations hereunder may be assigned by either
party without the written consent of the other party.
11.02 This Agreement shall inure to the benefit of and be
binding upon the parties and their respective permitted successors and assigns.
11.03 The Bank may, without further consent on the part of the
Trust, subcontract for the performance hereof with
-16-
(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 1934, as amended ("Section 17A(c)(l)"), (ii) a
BFDS subsidiary duly registered as a transfer agent pursuant to Section
17A(c)(1) or (iii) a BFDS affiliate; 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 12 Amendment
---------
12.01 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 13 Massachusetts Law to Apply
--------------------------
13.01 This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.
Article 14 Force Majeure
-------------
14.01 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.
Article 15 Consequential Damages
---------------------
15.01 Neither party to this Agreement shall be liable to the
other party for consequential damages under any provision
-17-
of this Agreement or for any consequential damages arising out of any act or
failure to act hereunder.
Article 16 Merger of Agreement
-------------------
16.01 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 17 Limitations of Liability of the Trustees and
--------------------------------------------
Shareholders
------------
17.01 A copy of the Master Trust Agreement of the Trust is
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 this Agreement are not binding upon any of the officers, Trustees or
Shareholders individually but are binding only upon the assets and property of
the Trust.
Article 18 Counterparts
------------
18.01 This Agreement may be executed by the parties hereto
in any number of counterparts, and all of said counterparts taken together shall
be deemed to constitute one and the same instrument.
-18-
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in their names and on their behalf by and through their
duly authorized officers, as of the day and year first above written.
CIGNA INSTITUTIONAL FUNDS GROUP
By: /s/ Xxxxxx X. Xxxxxxx III
------------------------------------
Vice President and Treasurer
ATTEST:
/s/ Xxxx X. Xxxxxxxx
-------------------------------------
Secretary
STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Senior Vice President
ATTEST:
/s/ X. Xxxxxx
-------------------------------------
Assistant Secretary
-00-
XXXXX XXXXXX XXXX AND TRUST COMPANY
Fee Schedule and Summary Description of Services as
Transfer and Dividend Disbursing Agent
CIGNA INSTITUTIONAL FUNDS GROUP
CIGNA International Stock Fund
--------------------------------------------------------------------------------
I. ANNUAL MAINTENANCE CHARGE
-------------------------
Fee is based on the maintenance of Transfer Agency records to reflect
all transaction activity for 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 the 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
----------------
This schedule will be effective for one (1) year commencing on October
15, 1992, and shall be renewed annually thereafter unless otherwise
agreed upon by both parties.
IV. Copies of the Master Trust Agreement establishing CIGNA Institutional
Funds Group, and its series of shares, CIGNA International Stock Fund
(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 CIGNA International Stock Fund (the "Fund") by
an officer of the Fund, 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, agents or
any subsequent series of the Trust, either individually or
collectively, but are binding only upon the assets or property of the
Fund.
CIGNA INSTITUTIONAL FUNDS GROUP STATE STREET BANK & TRUST CO.
on behalf of CIGNA International
By: /S/ Xxxxxx X. Xxxxxxx III By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------- ------------------------------
Title: Vice President Title: Vice President
---------------------------- ---------------------------
Date: 11/19/92 Date: 11/19/92
----------------------------- ---------------------------
