EXHIBIT - 77Q3
CIGNA FUNDS GROUP
AMENDMENT NO. 4
TO
SECOND AMENDED AND RESTATED MASTER TRUST AGREEMENT
AMENDMENT No. 4 to Second Amended and Restated
Master Trust Agreement of CIGNA Funds Group, dated July 28, 1998
(the "Master Trust Agreement") made this 22nd day of October, 2001
by the Trustees hereunder.
W I T N E S S E T H
WHEREAS, the Trustees have the authority, under Article IV,
Section 4.1 of the Master Trust Agreement, to designate separate and
distinct Sub-Trusts of CIGNA Funds Group (the "Trust"):
WHEREAS, the Trustees desire to redesignate certain of its
established Sub-Trusts.
NOW, THEREFORE, the Trustees hereby redesignate three of the
established Sub-Trusts as follows:
Current Name of Sub-Trust
Redesignated Name of Sub-Trust
Balanced Fund (sub-advised by Wellington Mgmt.)
Balanced Fund (sub-advised by Wellington
Management)
S&P 500 Index Fund
S&P 500(R) Index Fund
Small Cap Value/Xxxxxx Fund
Small Cap Value/Xxxxxx(R) Fund
The undersigned hereby certify that the amendment
set forth above has been duly adopted in accordance with the
provisions of the Master Trust Agreement.
IN WITNESS WHEREOF, the undersigned have hereunto
set their hands and seals to this Amendment No. 4 to the Second
Amended and Restated Master Trust Agreement, as of the day and
year first above written.
Managing Director
TimesSquare Capital Management, Inc.
000 Xxxxxxxx Xxxxxx, X00X
Xxxxxxxx, XX 00000
/s/ Xxxxxxx X. Xxxxx
Chairman of the Board
TimesSquare Capital Management, Inc.
000 Xxxxxxxx Xxxxxx, X00X
Xxxxxxxx, XX 00000
/s/ Xxxxxx X. Xxxxx
000 Xxxxxxxx Xxxxx
Xxx. X-00
Xxx, XX 00000
/s/ Xxxx X. Xxxxx
Vice President and Treasurer
Kaman Corporation
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
/s/ Xxxxxxx X. Xxxxx
Special Adviser to Board of Directors
Friendly Ice Cream Corporation
0000 Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
/s/ Xxxx X. XxXxxxxx
THE COMMONWEALTH OF MASSACHUSETTS
HAMPDEN COUNTY, City of Springfield
Then personally appeared the within
named Xxxx X. Xxxxx, Xxxxxxx X. Xxxxx, Xxxxxxx
X. Xxxxx, Xxxxxx X. Xxxxx and Xxxx X. XxXxxxxx,
who acknowledged the execution of the
foregoing instrument to be their free act and deed,
before me, this 22nd day of October, 2001.
/s/ Xxxxxx X. Xxxxxx
[Notarial Seal Appears Here]
My commission expires: November 29, 2002
CIGNA FUNDS GROUP
AMENDMENT NO. 3
TO
SECOND AMENDED AND RESTATED MASTER TRUST AGREEMENT
AMENDMENT No. 3 to Second Amended and Restated Master
Trust Agreement of CIGNA Funds Group, dated July 28, 1998 (the "Master
Trust Agreement") made this 24th day of September, 2001 by the Trustees
hereunder.
W I T N E S S E T H
WHEREAS, the Trustees have the authority, under Article IV,
Section 4.1 of the Master Trust Agreement, to establish and designate
separate and distinct Sub-Trusts of CIGNA Funds Group (the "Trust"):
WHEREAS, the Trustees desire to redesignate certain of its
established Sub-Trusts.
NOW, THEREFORE, the Trustees hereby delete the initial
paragraph of Article IV, Section 4.2 of the Master Trust Agreement
and replace it with the following:
"Section 4.2 Establishment and
Designation of Sub-Trusts. Without limiting the authority of the
Trustees set forth in Section 4.1 to establish and designate any further
Sub-Trusts, the Trustees hereby redesignate the established Sub-Trusts as
follows:
Current Name of Sub-Trust
Redesignated Name of Sub-Trust
Charter Balanced Fund
Balanced Fund (sub-advised by Wellington Mgmt.)
Charter Foreign Stock Fund
International Blend/Bank of Ireland Fund
Charter Large Company Stock Growth Fund
Large Cap Growth/Xxxxxx Xxxxxxx Fund
Charter Large Company Stock Index Fund
S&P 500 Index Fund
Charter Large Company Stock Value Fund
Large Cap Value/Xxxx X. Xxxxx & Co. Fund
Charter Money Market Fund
Money Market Fund
Charter Small Company Stock Growth Fund
Small Cap Growth/TimesSquare Fund
Charter Small Company Stock Value Fund
Small Cap Value/Xxxxxx Fund
Core Plus Fixed Income Fund
TimesSquare Core Plus Bond Fund
Investment Grade Fixed Income Fund
TimesSquare Core Bond Fund
and the Shares of each such Sub-Trust and any Shares of any
further Sub-Trusts that may from time to time be established
and designated by the Trustees shall (unless the Trustees
otherwise determine with respect to some further Sub-Trust at
the time of establishing and designating the same) have the
following relative rights and preferences)"
The undersigned hereby certify that the amendment
set forth above has been duly adopted in accordance with the
provisions of the Master Trust Agreement.
IN WITNESS WHEREOF, the undersigned have
hereunto set their hands and seals to this Amendment No. 3
to the Second Amended and Restated Master Trust Agreement, as
of the day and year first above written.
Managing Director
TimesSquare Capital Management, Inc.
H17C
000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
/s/ Xxxxxxx X. Xxxxx
Chairman of the Board
TimesSquare Capital Management, Inc.
H17C
000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
/s/ Xxxxxx X. Xxxxx
000 Xxxxxxxx Xxxxx
Xxx. X-00
Xxx, XX 00000
/s/ Xxxx X. Xxxxx
Vice President and Treasurer
Kaman Corporation
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
/s/ Xxxxxxx X. Xxxxx
Special Adviser to Board of Directors
Friendly Ice Cream Corporation
0000 Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
/s/ Xxxx X. XxXxxxxx
THE STATE OF CONNECTICUT
HARTFORD COUNTY, City of Hartford
Then personally appeared the within
named Xxxx X. Xxxxx, Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx,
Xxxxxx X. Xxxxx and Xxxx X. XxXxxxxx who acknowledged the
execution of the foregoing instrument to be their free act and deed,
before me, this 24th day of September, 2001.
/s/ Xxxxxxx X. Xxxxx
[Notarial Seal Appears Here]
My commission expires: June 30, 2003
INVESTMENT SUB-ADVISORY AGREEMENT
CIGNA FUNDS GROUP
BALANCED FUND (sub-advised by Wellington Mgmt.)
AGREEMENT made as of this 1st day of October, 2001, between
TimesSquare Capital Management, Inc. (the "Adviser") and Wellington
Management Company, LLP, a Massachusetts limited liability partnership
(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 Balanced
Fund (sub-advised by Wellington Mgmt.) (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 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 subject to the following:
(a) The Sub-Adviser shall 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 Trust's 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.
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 such persons, brokers or dealers in accordance with the
Sub-Adviser's Policy on Brokerage Practices and the policy with respect
to brokerage 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. 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 best execution. In assessing the best 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 best execution, and in selecting the broker-dealer
to execute a particular transaction, the Sub-Adviser may also consider the
brokerage and research services provided (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 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.
On occasions when the Sub-Adviser deems the purchase or sale of a
security to be in the best interest of the Fund as well as other clients of
the Sub-Adviser, it may allocate such transactions in the manner it
considers to be the most equitable and consistent with its fiduciary
obligation to the Fund and to such other clients.
(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), (10) and (11) 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, consolidated
balance sheets, and such other information with regard to its affairs
as the Adviser or Board of Trustees may reasonably request.
The Sub-Adviser shall keep the books and records
relating to the Assets required to be maintained by the Sub-Adviser
under this Agreement and shall timely furnish to the Adviser all
information relating to the Sub-Adviser's services under this Agreement
needed by the Adviser to keep the other books and records of the Fund
required by Rule 31a-1 under the 1940 Act. The Sub-Adviser shall also
furnish to the Adviser any other information relating to the Assets that
is not available from the Fund's official books and records and is required
to be filed by the Adviser or the Trust with the SEC or sent to shareholders
under the 1940 Act (including the rules adopted thereunder) or any
exemptive or other relief that the Adviser or the Trust obtains from the
SEC. 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, and shall transfer said records to any successor sub-adviser
upon the termination of this Agreement (or, if there is no successor
sub-adviser, to the Adviser).
(e) The Sub-Adviser shall provide the Fund's custodian
on each business day 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 services rendered
to the Adviser or the Trust.
(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. The Adviser shall
instruct the custodian and other parties providing services to the
Fund to promptly forward misdirected proxies to the Sub-Adviser.
The Sub-Adviser shall file class action claims or derivative shareholder
claims on behalf of the Fund.
(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, officers, or employees.
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.
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.
DUTIES OF THE ADVISER. The Adviser shall continue to have
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 instructions and directions of the Adviser and the Board of
Trustees of the Trust, 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.
DELIVERY OF DOCUMENTS. The Adviser has furnished the
Sub-Adviser with Prospectus (es) of the Fund. The Adviser will
promptly furnish to the Sub-Adviser any and all amendments or other
changes to the Prospectus, and the Sub-Adviser shall not be charged
with complying with any such amendment not so delivered to the
Sub-Adviser.
During the term of this Agreement, the Adviser agrees to furnish the
Sub-Adviser at its principal office all Prospectuses, proxy statements,
reports to shareholders, sales literature or other materials prepared for
distribution to shareholders of the Fund, the Trust or the public that
refer to the Sub-Adviser in any way, prior to the use thereof, and the
Adviser shall not use any such materials if the Sub-Adviser reasonably
objects in writing within three business days (or such other period as
may be mutually agreed) after receipt thereof. The Sub-Adviser's right
to object to such materials is limited to the portions of such materials
that expressly relate to the Sub-Adviser, its services and its clients.
The Adviser agrees to use its reasonable best efforts to ensure that
materials prepared by its employees or agents or its affiliates that refer
to the Sub-Adviser or its clients in any way are consistent with those
materials previously approved by the Sub-Adviser as referenced in the
first sentence of this paragraph. Sales literature may be furnished to
the Sub-Adviser by first class or overnight mail, facsimile transmission
equipment or hand delivery.
COMPENSATION TO THE SUB-ADVISER. For the services to be provided
by 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.
LIMIT OF LIABILITY; INDEMNIFICATION. Unless otherwise required by
the 1940 Act or other applicable law, (a) 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, agents, 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 or the Fund for any act or 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 them 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,
partners, agents, employees, controlling persons, shareholders and any
other person or entity affiliated with Sub-Adviser) (collectively, the
"Indemnified Parties") from and against all losses, claims, damages,
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 Fund and the
Adviser (and their officers, managers, agents, 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, agents, employees, controlling persons or shareholders may
become subject under the 1940 Act, under other statutes, at common
law or otherwise, which may be 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) Sub-Adviser shall not be liable to the Adviser or the Fund for acts
of Sub-Adviser which result from acts or omissions of the Adviser or
Fund, including, but not limited to, a failure by the Adviser 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, and 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.
DURATION AND TERMINATION. This Agreement shall become
effective upon its approval by the Trust's Board of Trustees or 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 the
Adviser 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 the Adviser. 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 6, 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.
AMENDMENTS. No provisions of this Agreement may be changed,
waived discharged or terminated orally, but only by an instrument
in writing signed by the party against which enforcement of the change,
waiver, discharge or termination is sought, and no amendment of this
Agreement shall be effective until approved by the Board of Trustees of
the Fund in the manner required by the 1940 Act.
8. GOVERNING LAW. This Agreement shall be
governed by the internal laws of the Commonwealth of Massachusetts,
without regard to conflict of law principles; provided, however, that
nothing herein shall be construed as being inconsistent with the 1940 Act.
9. 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.
10. NOTICE. Any notice, advice or report to be given
pursuant to this 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 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
H-10E
Attention: Product Management
Department
To the Sub-Adviser at: Wellington Management Company, LLP
Attn: Regulatory Affairs
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
11. ENTIRE AGREEMENT. This Agreement embodies the
entire agreement and understanding between the parties hereto, and
supersedes all prior agreements and understanding 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.
A copy of the 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 officers.
TimesSquare Capital Management, Inc. Wellington Management Company, LLP
By: /S/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxxx
Title: Managing Director Title: Senior Vice President
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))
*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.
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:
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.
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.
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.
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.
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:
Purchase or Sale
Security name
Number of Shares or principal amount
Price per share or bond
Commission rate per share or bond, or if a net trade
Executing broker
Trade date
Settlement date
If security is not eligible for DTC
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 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.
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
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
(FUND NAME)
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 Executed Trades For Fund
-------
The following list of individuals is 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,
[Money Manager]
Schedule C
Fees for Sub-Adviser Services
SUB-ADVISER: Wellington Management Company, LLP
FUND: Balanced Fund (sub-advised by Wellington Mgmt.)
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.
33 basis points
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.
