EXHIBIT 9(b)
DEFERRED FEE AGREEMENT
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THIS AGREEMENT, dated as of ______________ by and between CIGNA Variable
Products Group (the "Trust"), a management investment company organized as a
Massachusetts business trust, with offices at 0000 Xxxx Xxxxxx, Xxxxxxxxxxx, XX
00000 and ____________________________ ("Trustee"), currently residing at
______________________.
WITNESSETH:
WHEREAS, Trustee currently serves as a trustee of the Trust and receives
remuneration ("Trustee's Fees") from the Trust in that capacity; and
WHEREAS, Trustee desires that an arrangement be established with the Trust
under which Trustee may defer receipt of Trustee's Fees that may otherwise
become payable to Trustee and that relate to services performed after the date
hereof; and
WHEREAS, the Trust is agreeable to such an arrangement;
NOW, THEREFORE, it is agreed as follows:
1. Trustee irrevocably elects to defer receipt, subject to the provisions
of this Agreement, of any Trustee's Fees which may otherwise become payable to
Trustee for the calendar year 1995, and which relate to services performed after
the date hereof. Such election shall continue in effect with respect to any
Trustee's Fees which may otherwise become payable to Trustee for any calendar
year subsequent to 1995 (which, together with the remainder of calendar year
1995, are referred to herein as "Deferred Years" and individually as a "Deferred
Year"), unless prior to January 1 of such year, Trustee shall have delivered to
the President of the Trust a written revocation of such election with respect to
any Trustee's Fees which may otherwise become payable to him for such year.
Trustee's Fees with respect to which Trustee shall have elected to defer receipt
(and shall not have revoked such election) as provided above are hereinafter
referred to as "Deferred Trustee's Fees."
2. During any Deferred Year, the Trust shall credit the amount of
Deferred Trustee's Fees to a book reserve account (the "Deferred Fee Account")
based on the rate(s) of such Trustee's Fees in effect from time to time during
such year. The Deferred Fee Account shall also be credited with the aggregate
value on the date hereof of any book reserve account designated as a Deferred
Fee Account pursuant to any Deferred Fee Agreement entered into between the
Trust and Trustee prior to the date hereof. Trustee's Fees that become payable
for attending Board Meetings or meetings of the Audit, Nominating, Contracts or
other committees shall be credited to the Deferred Fee Account on the business
day following a meeting of the Board (or committees of the Board, as
appropriate) based on the rate(s) of such Trustee's Fees in effect from time to
time during such year.
3. The "Underlying Securities" designated for the Deferred Fee Account
shall be shares of the AIM Money Market of AIM Funds Group; provided, however,
that management of the Trust and Trustee may from time to time designate in
writing shares of one or more series of AIM Funds Group (or any successor to any
such series) as the Underlying Securities. Notwithstanding the foregoing, if in
the reasonable judgment of management of the Trust
the acquisition of designated Underlying Securities would be reasonably likely
to result in a violation by any series of the Trust of Section 12(d)(1) under
the Investment Company Act of 1940, as amended, or of the investment objectives
and policies of any series of the Trust, management may designate new Underlying
Securities, upon written notice to the Trustee, which designation shall be
effective until such time as a new designation is made in writing by management
of the Trust and the Trustee.
4. The value of the Deferred Fee Account as of any date shall be equal to
the value such account would have had as of such date if the amounts credited
thereto had been invested and reinvested in the Underlying Securities from and
after the date such Underlying Securities were designated. In addition, the
Deferred Fee Account shall be credited or debited, as the case may be, with all
gains, losses, interest, dividends and earnings that would have been realized
had the Deferred Fee Account been invested in such Underlying Securities from
and after the date such Underlying Securities were designated.
5. The Trust's obligation to make payments of the Deferred Fee Account
shall be a general obligation of the Trust, and such payments shall be made from
the Trust's general assets and property. Trustee's relationship to the Trust
under this Agreement shall be only that of a general unsecured creditor, and
neither this Agreement nor any action taken pursuant hereto shall create or be
construed to create a trust or fiduciary relationship of any kind between the
Trust and Trustee, Trustee's designate beneficiary or any other person. The
Trust shall not be required to purchase, hold or dispose of any investments
pursuant to this Agreement; provided, however, that if in order to cover its
obligations hereunder the Trust elects to purchase any investments (including
without limitation investments in the Underlying Securities), the same shall
continue for all purposes to be a part of the general assets and property of the
Trust, subject to the claims of its general creditors and no person other than
the Trust shall by virtue of the provisions of this Agreement have any interest
in such assets other than an interest as a general creditor. The Trust shall
provide an annual statement to Trustee showing such information as is
appropriate, including the aggregate amount in the Deferred Fee Account, as of a
reasonably current date, which amount may increase or decrease from time to time
as a result of gains, losses, interest, dividends and earnings, in accordance
with paragraph 4 above.
6. Upon termination of Trustee's service as a trustee, payment of amounts
out of Trustee's Deferred Fee Account shall be made to Trustee in such number of
annual installments as shall be determined by the Trust in its sole discretion.
The Trust may consult with Trustee prior to such determination. Each annual
installment payment shall be made as of January 31, beginning with the January
31st following the termination of Trustee's service as a trustee. Until
complete payment of amounts credited to the Deferred Fee Account, the unpaid
balance shall be credited or debited, as the case may be, with all gains,
losses, interest, dividends and earnings in accordance with paragraph 4 above.
The Trust in its sole discretion reserves the right to accelerate payment of
amounts in Trustee's Deferred Fee Account at any time after termination of
Trustee's service as a trustee. Notwithstanding the foregoing, in the event of
liquidation, dissolution or winding up of the Trust or the distribution of all
or substantially all of the Trust's assets and property relating to one or more
series of its shares to shareholders of such series (for this purpose a sale,
conveyance or transfer of the Trust's assets to a trust, partnership,
association or another corporation in exchange for cash, shares or other
securities with the transfer being made subject to, or with the assumption by
the transferee of, the liabilities of the Trust shall not be deemed a
termination of the Trust or such a distribution), all unpaid amounts in the
Deferred Fee Account as to such series as of the effective date thereof shall be
paid in a lump sum on such effective date.
7. Payment of amounts credited to the Deferred Fee Account shall be made
in the form of a check. Such payment shall be made to Trustee except that:
(a) in the event that Trustee shall be determined by a court of competent
jurisdiction to be incapable of managing Trustee's financial affairs,
and if the Trust has actual notice of such determination, payment
shall be made to Trustee's personal representative(s); and
(b) in the event of Trustee's death, payment shall be made to the last
beneficiary designated by Trustee for purposes of receiving such
payment in such event in a written notice delivered to the President
of the Trust; provided that if such beneficiary has not survived
Trustee, payment shall instead be made to Trustee's estate. (Trustee
hereby designates the Estate of Xxxx X. XxXxxxxx as the initial
beneficiary for purposes of receiving such payment in such event.)
The Trust may deduct from the payment of amounts in the Deferred Fee
Account any amounts required for purposes of withholding for federal and/or
state income and employment tax or any similar tax or levy.
8. Amounts in the Deferred Fee account shall not in any way be subject to
the debts or other obligations of Trustee and may not be voluntarily sold,
transferred, pledged or assigned by him except as provided in paragraph 7(b).
9. This Agreement shall not be construed to confer any right on the part
of Trustee to be or remain a trustee of the Trust or to receive any, or any
particular rate of, Trustee's Fees.
10. Interpretations of, and determinations related to, this Agreement made
by the Trust, including any determinations of the amounts in the Deferred Fee
Account, shall be made by the Board of Trustees of the Trust and, if made in
good faith, shall be conclusive and binding upon all parties; and the Trust
shall not incur any liability to Trustee for any such interpretation or
determination so made or for any other action taken by it in connection with
this Agreement in good faith.
11. This Agreement contains the entire understanding and agreement between
the parties with respect to the subject matter hereof, and may not be amended,
modified or supplemented in any respect except by subsequent written agreement
entered into by both parties. This Agreement supersedes all prior agreements
between the parties with respect to the subject matter hereof, including but not
limited to any prior Deferred Fee Agreement.
12. This Agreement shall be binding upon, and shall inure to the benefit
of, the Trust and its successors and assigns and Trustee and Trustee's heirs,
executors, administrators and personal representatives.
13. This Agreement is being entered into in, and shall be construed in
accordance with the internal laws of, the Commonwealth of Massachusetts, without
regard to conflicts of law provisions thereof.
14. Copies of the Master Trust Agreement, as amended, establishing CIGNA
Variable Products 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.
IN WITNESS WHEREOF, the Trust has caused this Agreement to be executed on
its behalf by its duly authorized officer, and Trustee has executed this
Agreement, on the date first written above.
CIGNA VARIABLE PRODUCTS GROUP
By:____________________________
Name:
Title:
_______________________________
Trustee
