Exhibit d(vii)
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.
(c) 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
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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
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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.
(j) 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.
(k) 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.
2. 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.
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3. 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.
4. 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.
5. 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
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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.
6. 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.
7. 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:
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To the Adviser at: c/o CIGNA Corporation
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
H-10E
Attention: Product Management Department
To the Sub-Adviser at: Wellington Management Company, LLP
Attn: Regulatory Affairs
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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.
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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
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: By:
---------------------------- ---------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------- ---------------------------
Title: Managing Director Title: Senior Vice President
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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))
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*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.
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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:
o 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.
o 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.
o 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.
o 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.
o 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:
o Purchase or Sale
o Security name
o Number of Shares or principal amount
o Price per share or bond
o Commission rate per share or bond, or if a net trade
o Executing broker
o Trade date
o Settlement date
o If security is not eligible for DTC
o 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
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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.
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Schedule 1
Mailing Instructions and Delivery Instructions:
Confirmation Instructions (copy of Broker Advice):
State Street Bank and Trust Company
Mutual Fund Services
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇)
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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.
▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
"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 ▇▇▇▇ ▇▇▇▇▇, State Street Bank,
(Phone: ▇▇▇-▇▇▇-▇▇▇▇) 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
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇)
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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.
