RETAIL FUND PARTICIPATION AGREEMENT
THIS AGREEMENT, made and entered into this 16th of December, 2008, by and among
HARTFORD LIFE INSURANCE COMPANY, a stock life insurance company organized under
the laws of Connecticut (hereinafter the "COMPANY"), on its own behalf and on
behalf of each separate account of the Company set forth in SCHEDULE A hereto,
as may be amended from time to time (each such account hereinafter referred to
as a "SEPARATE ACCOUNT"), RidgeWorth Funds., an open-end diversified management
investment company organized under the laws of the Commonwealth of Massachusetts
(hereinafter the "FUND"), and RidgeWorth Distributors LLC, a Delaware limited
liability company (hereinafter the "UNDERWRITER").
WITNESSETH:
WHEREAS, beneficial interests in the Fund are divided into several series of
shares, each representing the interest in a particular managed portfolio of
securities and other assets (the "Portfolios"); and
WHEREAS, the Fund is registered as an open-end management investment company
under the Investment Company Act of 1940, as amended (hereinafter the "1940
ACT") and its shares are registered under the Securities Act of 1933, as amended
(hereinafter the "1933 ACT"); and
WHEREAS, the Company issues certain group variable annuity contracts and group
funding agreements (the "CONTRACTS") in connection with retirement plans
intended to meet the qualification requirements of Sections 401, 403(b) or 457
of the Internal Revenue Code of 1986, as amended (the "CODE"); and
WHEREAS, each Separate Account is a duly organized, validly existing segregated
asset account, established by resolution of the Board of Directors of the
Company under the insurance laws of the State of Connecticut to set aside and
invest assets attributable to the Contracts; and
WHEREAS, RidgeWorth Capital Management, Inc., a Georgia corporation, (the
"ADVISER") is the investment adviser of the Portfolios of the Fund and is duly
registered as an investment adviser under the Investment Advisers Act of 1940,
as amended (the "ADVISERS ACT"), and any applicable state securities laws; and
WHEREAS, the Underwriter is the principal underwriter for the Fund and is
registered as a broker-dealer with the Securities and Exchange Commission
(hereinafter the "SEC") under the Securities Exchange Act of 1934, as amended
(hereinafter the "1934 ACT"), and is a member in good standing of the Financial
Industry Regulatory Authority (hereinafter "FINRA"); and
WHEREAS, to the extent permitted by applicable insurance laws and regulations,
the Company intends to purchase shares in the Portfolios set forth in SCHEDULE A
on behalf of each corresponding Separate Account set forth on such SCHEDULE A to
fund the Contracts and the Underwriter and the Fund
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are authorized to sell such shares to unit investment trusts such as the
Separate Accounts at net asset value.
NOW, THEREFORE, in consideration of their respective mutual promises, the
Company, the Fund and the Underwriter agree as follows:
ARTICLE I. Purchase and Redemption of Fund Shares.
1.1 The Fund and the Underwriter agree to sell to the Company those shares of
the Portfolios which the Company orders on behalf of any Separate Account,
executing such orders on a daily basis at the net asset value next computed
after receipt and acceptance by the Fund or its designee of such order. For
purposes of this Section, the Company shall be the designee of the Fund for
receipt of such orders from each Separate Account. Receipt by such designee
shall constitute receipt by the Fund; provided that the Fund receives notice of
such order via the National Securities Clearing Corporation (the "NSCC") by 9:00
a.m. Eastern Time on the next following Business Day. The Fund will receive all
orders to purchase Portfolio shares using the NSCC's Defined Contribution
Clearance & Settlement ("DCC&S") platform. The Fund will also provide the
Company with account positions and activity data using the NSCC's Networking
platform. The Company shall pay for Portfolio shares by the scheduled close of
federal funds transmissions on the same Business Day it places an order to
purchase Portfolio shares in accordance with this section using the NSCC's
Fund/SERV System. Payment shall be in federal funds transmitted by wire from the
Fund's designated Settling Bank to the NSCC. "Business Day" shall mean any day
on which the New York Stock Exchange is open for trading and on which the Fund
calculates it net asset value pursuant to the rules of the SEC. "NETWORKING"
shall mean the NSCC's product that allows Fund's and Companies to exchange
account level information electronically. "SETTLING BANK" shall mean the entity
appointed by the Fund to perform such settlement services on behalf of the Fund
and agrees to abide by the NSCC's Rules and Procedures insofar as they relate to
the same day funds settlement.
If the Company is somehow prohibited from submitting purchase and settlement
instructions to the Fund for Portfolio shares via the NSCC's DCC&S platform the
following shall apply to this Section:
The Fund and the Underwriter agree to sell the Company those shares of the
Portfolios which the Company orders on behalf of any Separate Account, executing
such orders on a daily basis at the net asset value next computed after receipt
and acceptance by the Fund or its designee of such order. For purposes of this
Section, the Company shall be the designee of the Fund for the receipt of such
orders from the Separate Account and receipt by such designee shall constitute
receipt by the Fund; provided that the Fund receives notice of such order by
9:00 a.m. Eastern Time on the next following Business Day. The Company shall pay
for Portfolio shares by the scheduled close of federal funds transmissions on
the same Business Day it places an order to purchase Portfolio shares in
accordance with this section. Payment shall be in federal funds transmitted by
wire to the Fund's designated custodian. "BUSINESS DAY" shall mean any day on
which the New York Stock Exchange is open for trading and on which the Fund
calculates it net asset value pursuant to the rules of the SEC.
1.2 The Fund and the Underwriter agree to make shares of the Portfolios
available indefinitely for purchase at the applicable net asset value per share
by the Company on Business Days; provided, however, that the Board of Trustees
or Directors, as applicable, of the Fund (hereinafter the "TRUSTEES/DIRECTORS")
may refuse to sell shares of any Portfolio to any person, or suspend or
terminate the offering of shares of any Portfolio if such action is required by
law or by regulatory authorities having
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jurisdiction or is, in the sole discretion of the Trustees/Directors, acting in
good faith and in compliance with their fiduciary duties under federal and any
applicable state laws, necessary in the best interests of the shareholders of
any Portfolio.
1.3 The Fund agrees to redeem for cash, upon the Company's request, any full or
fractional shares of the Fund held by the Company on behalf of a Separate
Account, executing such requests on a daily basis at the net asset value next
computed after receipt and acceptance by the Fund or its designee of the request
for redemption. For purposes of this Section, the Company shall be the designee
of the Fund for receipt of requests for redemption from each Separate Account
and receipt by such designee shall constitute receipt by the Fund; provided the
Fund receives notice of such request for redemption via the NSCC by 9:00 a.m.
Eastern Time on the next following Business Day. The Fund will receive all
orders to redeem Portfolio shares using the NSCC's DCC&S platform. The Fund will
also provide the Company with account positions and activity data using the
NSCC's Networking platform. Payment for Fund shares redeemed shall be made in
accordance with this section using the NSCC's Fund/SERV System. Payment shall be
in federal funds transmitted by the NSCC to the Separate Account's Settling Bank
as designated by the Company, on the same Business Day the Fund or the
Underwriter receives notice of the redemption order from the Company provided
that the Fund or the Underwriter receives notice by 9:00 a.m. Eastern Time on
such Business Day.
If the Company is somehow prohibited from submitting redemption and settlement
instructions to the Fund for Portfolio shares via the NSCC's DCC&S platform the
following shall apply to this Section.
The Fund agrees to redeem for cash, upon the Company's request, any full or
fractional shares of the Fund held by the Company on behalf of a Separate
Account, executing such requests on a daily basis at the net asset value next
computed after receipt and acceptance by the Fund or its designee of the request
for redemption. For purposes of this Section, the Company shall be the designee
of the Fund for receipt of requests for redemption from each Separate Account
and receipt by such designee shall constitute receipt by the Fund; provided the
Fund receives notice of such request for redemption by 9:00 a.m. Eastern Time on
the next following Business Day. Payment shall be in federal funds transmitted
by wire to the Separate Account as designated by the Company, on the same
Business Day the Fund receives notice of the redemption order from the Company
provided that the Fund receives notice by 9:00 a.m. Eastern Time on such
Business Day.
1.4 The Company will place separate orders to purchase or redeem shares of each
Portfolio.
1.5 Issuance and transfer of the Fund's shares will be by book entry only.
Share certificates will not be issued to the Company or any Separate Account.
Purchase and redemption orders for Fund shares will be recorded in an
appropriate title for each Separate Account or the appropriate subaccount of
each Separate Account.
1.6 The Fund shall furnish prior day and same day notice to the Company of any
income, dividends or capital gain distributions payable on the Fund's shares.
The Company hereby elects to receive all such dividends and distributions as are
payable on a Portfolio's shares in the form of additional shares of that
Portfolio. The Fund shall notify the Company of the number of shares so issued
as payment of such dividends and distributions no later than one Business Day
after issuance. The Company reserves the right to revoke this election and to
receive in cash all such dividends and distributions declared after receipt of
notice of revocation by the Fund.
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1.7 The Fund shall make the net asset value per share of each Series available
to the Company on a daily basis as soon as reasonably practical after the close
of trading each Business Day, but in no event later than 7:00 p.m. Eastern time
on such Business Day.
1.8(a) If the Underwriter or the Fund provides materially incorrect share net
asset value information through no fault of the Company, the Separate Accounts
shall be entitled to an adjustment with respect to the Series shares purchased
or redeemed to reflect the correct net asset value per share.
1.8(b) The determination of the materiality of any net asset value pricing
error and its correction shall be based on the SEC's recommended guidelines
regarding these errors. Any material error in the calculation or reporting of
net asset value per share, dividend or capital gain information shall be
reported promptly to the Company, by the Fund, upon discovery. The Underwriter
and the Fund shall indemnify and hold harmless the Company against any amount
the Company is legally required to pay Contract Owners, participants or
beneficiaries that have selected a Portfolio as an investment option {"Contract
owners"), and which amount is due to the Fund's or its agents' material
miscalculation and/or incorrect reporting of or failure to report the daily net
asset value, dividend rate or capital gains distribution rate. The Company shall
submit an invoice to the Trust or its agents for such losses incurred as a
result of the above which shall be payable within sixty (60) days of receipt.
Should a material miscalculation by the Fund or its agents result in a gain to
the Company, the Company shall immediately reimburse the Fund, the applicable
Portfolios or its agents for any material losses incurred by the Fund, the
applicable Portfolios or its agents as a result of the incorrect calculation.
Should a material miscalculation by the Fund or its agents result in a gain to
Contract owners, the Company will consult with the Fund or its designee as to
what reasonable efforts shall be made to recover the money and repay the Fund,
the applicable Portfolio or its agents. The Company shall then make such
reasonable effort, at the expense of the Fund or its agents, to recover the
money and repay the Fund, the applicable Portfolios or its agents; but the
Company shall not be obligated to take legal action against Contract owners.
With respect to the material errors or omissions described above, this section
shall control over other indemnification provisions in this Agreement.
ARTICLE II. Representations and warranties
2.1 The Company represents and warrants that the Contracts are or will be
registered unless exempt and that it will make every effort to maintain such
registration under the 1933 Act to the extent required by the 1933 Act; that the
Contracts are intended to be issued and sold in compliance in all material
respects with all applicable federal and state laws. The Company further
represents and warrants that it is an insurance company duly organized and in
good standing under applicable law and that it has legally and validly
established each Separate Account prior to any issuance or sale of Contracts
shares or other interests therein, as a segregated asset account under the
insurance laws of the State of Connecticut and has registered or, prior to any
issuance or sale of the Contracts, will register and will maintain the
registration of each Separate Account as a unit investment trust in accordance
with and to the extent required by the provisions of the 1940 Act, unless exempt
therefrom, to serve as a segregated investment account for the Contracts. Unless
exempt, the Company shall amend its registration statement for its Contracts
under the 1933 Act and the 1940 Act from time to time as required in order to
effect the continuous offering of its Contracts. The Company shall register and
qualify the Contracts for sale in accordance with securities laws of the various
states only if and to the extent deemed necessary by the Company.
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2.2 The Fund and the Underwriter represent and warrant that (i) Fund shares
sold pursuant to this Agreement shall be registered under the 1933 Act and duly
authorized for issuance in accordance with applicable law and that the Fund is
and shall remain registered under the 1940 Act for as long as the Fund shares
are sold; (ii) the Fund shall amend the registration statement for its shares
under the 1933 Act and the 1940 Act from time to time as required in order to
effect the continuous offering of its shares; and (iii) the Fund shall register
and qualify its shares for sales in accordance with the laws of the various
states only if and to the extent deemed advisable by the Fund.
2.3 The Fund represents that each Portfolio (a) is currently qualified as a
Regulated Investment Company under Subchapter M of the Code; (b) will make every
effort to maintain such qualification (under Subchapter M or any successor or
similar provision); and (c) will notify the Company immediately upon having a
reasonable basis for believing that such Portfolio has ceased to so qualify or
might not so qualify in the future.
2.4 To the extent that the Fund finances distribution expenses pursuant to Rule
12b-1 under the 1940 Act, the Fund represents that its Board of Trustees or
Directors, as applicable, including a majority of its Trustees/Directors who are
not interested persons of the Fund, have formulated and approved a plan under
Rule 12b-1 to finance distribution expenses.
2.5 The Fund makes no representations as to whether any aspect of its
operations (including, but not limited to, fees and expenses and investment
policies) complies with the insurance laws or insurance regulations of the
various states in which such shares registered and offered for sale.
2.6 The Underwriter represents and warrants that it is a member in good
standing of the FINRA and is registered as a broker-dealer with the SEC. The
Underwriter further represents that it will sell and distribute the Fund shares
in accordance in all material respects with all applicable federal and state
securities laws, including without limitation the 1933 Act, the 1934 Act, and
the 0000 Xxx.
2.7 The Fund represents that it is lawfully organized and validly existing
under the laws of the Commonwealth of Massachusetts and that it does and will
comply in all material respects with applicable provisions of the 0000 Xxx.
2.8 The Fund represents and warrants that all of its Trustees/Directors,
officers, employees, investment advisers, and other individuals/entities having
access to the funds and/or securities of the Fund are and continue to be at all
times covered by a blanket fidelity bond or similar coverage for the benefit of
the Fund in an amount not less than the minimal coverage as required by Rule
17g-1 under the 1940 Act or related provisions as may be promulgated from time
to time. The aforesaid Bond includes coverage for larceny and embezzlement and
is issued by a reputable bonding company.
2.9 The Company represents and warrants that all of its directors, officers,
employees, investment advisers, and other individuals/entities dealing with the
money and/or securities of the Fund are covered by a blanket fidelity bond or
similar coverage in an amount not less than $5 million. The aforesaid includes
coverage for larceny and embezzlement and is issued by a reputable bonding
company.
2.10 The Underwriter represents and warrants that the Adviser is and shall
remain duly registered in all material respects under all applicable federal and
state securities laws and that the
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Adviser shall perform its obligations for the Fund in compliance in all material
respects with any applicable state and federal securities laws.
2.10 The foregoing representations and warranties shall be made, by the party
hereto that makes the representation or warranty as of the date first written
above and at the time of each purchase and each sale of the Fund's shares
pursuant to this Agreement.
2.11 The Company represents that it has adopted written policies and procedures
reasonably designed to detect and deter frequent and/or disruptive trading in
Shares. The Company and the Fund agree to reasonably cooperate for the purpose
of discouraging frequent or disruptive trading in shares of the Funds and agree
to negotiate a "shareholder information agreement" under Rule 22c-2.
ARTICLE III. Prospectuses; Reports and Proxy Statements; Voting
3.1 The Fund shall provide the Company, or its designated agent, at no charge
with as many printed copies of the Fund's current prospectus and statement of
additional information as the Company may reasonably request. If requested by
the Company, in lieu of providing printed copies of the Fund's current
prospectus and statement of additional information, the Fund shall provide PDF
files containing the Fund's prospectus and statement of additional information,
and such other assistance as is reasonably necessary in order for the Company
once each year (or more frequently if the prospectus and/or statement of
additional information for the Fund are amended during the year) to have the
prospectus for the Contracts (if applicable) and the Fund's prospectus printed
together in one document separately. The Company may elect to print the Fund's
prospectus and/or its statement of additional information in combination with
other fund companies' prospectuses and statements of additional information.
3.2(a) The Fund shall provide the Company, or its designated agent, at no
charge with copies of the Fund's proxy statements, Fund reports to shareholders,
and other Fund communications to shareholders in such quantity as the Company
shall reasonably require for distributing to Contract owners.
3.2(b) The Fund shall pay for the cost of typesetting, printing and
distributing all Fund prospectuses, statements of additional information, Fund
reports to shareholders and other Fund communications to existing Contract
owners. The Fund shall pay for all costs for typesetting, printing and
distributing proxy materials. The Fund shall pay for all costs for typesetting,
printing and distributing to the Company prospectuses, statements of additional
information, Fund reports and other Fund communications for prospective Contract
owners.
3.3 The Fund's statement of additional information shall be obtainable by
Contract owners from the Fund, the Company or such other person as the Fund may
designate.
3.4 If and to the extent required by law the Company shall distribute all proxy
material furnished by the Fund to Contract owners to whom voting privileges are
required to be extended and shall:
A. solicit voting instructions from Contract owners;
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B. vote the Fund shares held in the Separate Account in accordance with
instructions received from Contract owners; and
C. so long as and to the extent that the SEC continues to interpret the
1940 Act to require pass through voting privileges for variable annuity
contract owners, vote Fund shares held in the Separate Account for which
no timely instructions have been received, in the same proportion as
Fund shares of such Portfolio for which instructions have been received
from the Company's Contract owners. The Company reserves the right to
vote Fund shares held in any segregated asset account for its own
account, to the extent permitted by law. Notwithstanding the foregoing,
with respect to the Fund shares held by unregistered Separate Accounts
that issue Contracts issued in connection with employee benefit plans
subject to the provisions of the Employee Retirement Income Security Act
of 1974, as amended, the Company shall vote such Fund shares allocated
to such Contracts only in accordance with the Company's agreements with
such Contract owners.
3.5 The Fund will comply with all provisions of the 1940 Act requiring voting
by shareholders. The Fund will not hold annual meetings but will hold such
special meetings as may be necessary from time to time. Further, the Fund will
act in accordance with the SEC interpretation of the requirements of Section
16(a) with respect to periodic elections of directors or trustees and with
whatever rules the SEC may promulgate with respect thereto.
ARTICLE IV. Sales Material and Information
4.1 The Company shall furnish, or shall cause to be furnished, to the
Underwriter each piece of sales literature or other promotional material
prepared by the Company or any person contracting with the Company in which the
Fund, the Adviser or the Underwriter is described. No such literature or
material shall be used without prior written approval from the Underwriter.
However, without prior written consent, the Company can (a) identify the Fund in
a listing of Funds available through the Company and (b) use, verbatim, the
ranking or performance data that the Insurance Company takes (without any
commentary added) from an industry recognized third party source (e.g.
Morningstar, Lipper, Bloomberg).
4.2 Neither the Company nor any person contracting with the Company shall give
any information or make any representations or statements on behalf of the Fund
or concerning the Fund in connection with the sale of the Contracts other than
the information or representations contained in the registration statement or
prospectus for the Fund shares, as such registration statement and prospectus
may be amended or supplemented from time to time, or in reports to shareholders
or proxy statements for the Fund, or in sales literature or other promotional
material approved in writing by the Underwriter, except with the prior written
permission of the Underwriter.
4.3 The Fund shall furnish, or shall cause to be furnished, to the Company or
its designee, each piece of sales literature or other promotional material in
which the Company or any Separate Account is named, within a reasonable
timeframe prior to its use. No such literature or material shall be used without
prior approval from the Company or its designee, however, the failure to object
in writing
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within two Business Days will be deemed approval. Such approval process shall
not apply to subsequent usage of materials that are substantially similar to
prior approved materials.
4.4 Neither the Fund nor the Underwriter shall give any information or make any
representations on behalf of the Company or concerning the Company, each
Separate Account, or the Contracts other than the information or representations
contained in the Contracts, a disclosure document, registration statement or
prospectus for the Contracts (if applicable), as such registration statement and
prospectus may be amended or supplemented from time to time, or in published
reports for each Separate Account which are in the public domain or approved by
the Company for distribution to Contract owners or participants, or in sales
literature or other promotional material approved by the Company, except with
the permission of the Company.
4.5 The Fund will provide to the Company at least one complete copy of all
prospectuses, statements of additional information, reports to shareholders,
proxy statements, and all amendments to any of the above, that relate to the
Fund or its shares, promptly after the filing of such document with the SEC or
other regulatory authorities.
4.6. The Company will provide to the Fund at least one complete copy of all
prospectuses, statements of additional information, reports, solicitations for
voting instructions, and all amendments to any of the above, if applicable to
the investment in a Separate Account or Contract, promptly after the filing of
such document with the SEC or other regulatory authorities.
4.7 For purposes of this Article IV, the phrase "sales literature or other
promotional material" includes, but is not limited to, advertisements (such as
material published, or designed for use in, a newspaper, magazine, or other
periodical, radio, television, telephone or tape recording, videotape display,
signs or billboards, motion pictures, Internet, or other public media), sales
literature (i.e., any written communication distributed or made generally
available to customers or the public, including brochures, circulars, research
reports, market letters, form letters, electronic mail, seminar texts, reprints
or excerpts of any other advertisement, sales literature, or published article),
educational or training materials or other communications distributed or made
generally available to some or all agents or employees, registration statements,
disclosure documents, prospectuses, statements of additional information,
shareholder reports, and proxy materials.
4.8 The Company agrees and acknowledges that the Company has no right, title or
interest in the names and marks of the Fund and that all use of any designation
comprised in whole or part or such names or marks under this Agreement shall
inure to the benefit of the Fund and the Underwriter. Except as provided in
Section 4.1, the Company shall not use any such names or marks on its own behalf
or on behalf of a Separate Account in connection with marketing the Contracts
without prior written consent of the Fund or the Underwriter. Upon termination
of this Agreement for any reason, the Company shall cease all use of any such
names or marks.
4.9 The Fund and Underwriter agree and acknowledge that each has no right,
title or interest in the names and marks of the Company, and that all use of any
designation comprised in whole or part or such names or marks under this
Agreement shall inure to the benefit of the Company. Except as provided in
Section 4.3, the Fund and Underwriter shall not use any such names or marks on
its own behalf or on behalf of a Fund in connection with marketing the Fund
without prior written consent of the Company. Upon termination of this Agreement
for any reason, the Fund and Underwriter shall cease all use of any such names
or marks.
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ARTICLE V. Fees and Expenses
5.1 The Fund shall pay, or cause to be paid, the fees and expenses provided for
in the attached SCHEDULE B
ARTICLE VI. Indemnification
6.1 Indemnification By The Company
(a) The Company agrees to indemnify and hold harmless the Fund, the
Underwriter and each of their respective trustees, directors,
officers, employees or agents and each person, if any, who controls
the Fund or the Underwriter within the meaning of section 15 of the
1933 Act (collectively, the "INDEMNIFIED PARTIES" for purposes of
this Section 6.1) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written
consent of the Company) or litigation (including reasonable legal
and other expenses), to which the Indemnified Parties may become
subject under any statute, regulation, at common law or otherwise,
insofar as such losses, claims, damages, liabilities or expenses (or
actions in respect thereof) or settlements are related to the sale
or acquisition of the Fund's shares of the Contracts and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the disclosure
statement, registration statement, prospectus or statement of
information for the Contracts or contained in the Contracts or
Sales literature or other promotional material for the Contracts
(or any amendment or supplement to any of the foregoing), or arise
out of or are based upon the omission or the alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided
that this agreement to indemnify shall not apply as to an
Indemnified Party if such statement or omission or such alleged
statement or omission was made in reliance upon and in conformity
with information furnished by such Indemnified Party or the Fund
to the Company on behalf of the Fund for use in the registration
statement, prospectus or statement of additional information for
the Contracts or in the Contracts or sales literature (or any
amendment or supplement) or otherwise for use in connection with
the sale of the Contracts or Fund shares; or
(ii) arise out of or as a result of (a) statements or representations
by or on behalf of the Company (other than statements or
representations contained in the Fund registration statement, Fund
prospectus or sales literature or other promotional material of
the Fund not supplied by the Company, or persons under its control
and other than statements or representations authorized by the
Fund, the Underwriter or the Adviser); or (b) the willful
misfeasance, bad faith, negligence or reckless disregard of duty
of the Company or persons under its control, with respect to the
sale or distribution of the Contracts or Fund shares; or
(iii) arise out of or as a result of any untrue statement or alleged
untrue statement of a material fact contained in the Fund
registration statement, Fund prospectus, statement of additional
information or sales literature or other promotional material of
the Fund (or any amendment thereof or supplement thereto) or the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, if such a statement or
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omission was made in reliance upon and in conformity with
information furnished to the Fund or the Underwriter by the
Company or persons under its control; or
(iv) arise out of or as a result of any failure by the Company to
prevent orders received after the close of trading on a Business
Day from being aggregated and communicated to the Fund's
transfer agent with orders received before the close of trading
on that Business Day; or
(v) arise out of or as a result of any errors within the reasonable
control of the Company that result in late transmission of
orders to the Fund's transfer agent; or
(vi) arise as a result of any failure by the Company to provide the
services and furnish the materials under the terms of this
Agreement; or
(vii) arise out of or result from any breach of any representation
and/or warranty made by the Company in this Agreement or arise
out of or result from any other breach by the Company of this
Agreement; except to the extent provided in Sections 6.1(b) and
6.4 hereof.
(b) No party shall be entitled to indemnification to the extent that such
loss, claim, damage, liability or litigation is due to the willful
misfeasance, bad faith, negligence or reckless disregard of duty by
the party seeking indemnification.
(c) In accordance with Section 6.4 hereof, the Indemnified Parties will
promptly notify the Company of the commencement of any litigation or
proceedings against them in connection with the issuance or sale of
the Fund shares or the Contracts or the operation of the Fund.
6.2 Indemnification By the Underwriter
(a) The Underwriter agrees, with respect to each Portfolio that it
distributes, to indemnify and hold harmless the Company and each of
its directors, officers, employees or agents and each person, if
any, who controls the Company within the meaning of section 15 of
the 1933 Act (collectively, the "INDEMNIFIED PARTIES" for purposes
of this Section 6.2) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written
consent of the Underwriter) or litigation (including reasonable
legal and other expenses) to which the Indemnified Parties may
become subject under any statute, regulation, at common law or
otherwise, insofar as such losses, claims, damages, liabilities or
expenses (or actions in respect thereof) or settlements are related
to the sale or acquisition of the shares of the Portfolios that it
distributes or the Contracts and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the
registration statement, prospectus or statement of additional
information for the Fund or sales literature or other promotional
material of the Fund (or any amendment or supplement to any of the
foregoing), or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading; provided that this agreement to indemnify shall not
apply as to any Indemnified Party if such statement or omission or
such alleged statement or omission was made in reliance upon and
in conformity with information furnished by such Indemnified Party
or the Company to the Fund or the Underwriter on behalf of the
Company for use in the registration statement, prospectus or
statement of additional information for the Fund or in sales
literature of the Fund (or any amendment or
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supplement thereto) or otherwise for use in connection with the
sale of the Contracts or the Portfolio shares; or
(ii) arise out of or as a result of (a) statements or representations
(other than statements or representations contained in the
registration statement, prospectus or sales literature for the
Contracts not supplied by the Fund or the Underwriter or persons
under their respective control and other than statements or
representations authorized by the Company); or (b) the willful
misfeasance, bad faith, gross negligence or reckless disregard of
duty of the Fund or the Underwriter or persons under the control
of the Fund or the Underwriter, respectively, with respect to the
sale or distribution of the Contracts or Portfolio shares; or
(iii) arise out of any untrue statement or alleged untrue statement of
a material fact contained in a registration statement,
prospectus, statement of additional information or sales
literature or other promotional material with respect to the
Contracts (or any amendment thereof or supplement thereto), or
the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statement
or statements therein not misleading, if such statement or
omission was made in reliance upon and in conformity with
information furnished to the Company by the Fund or the
Underwriter or persons under the control of the Fund or the
Underwriter, respectively; or
(i) arise as a result of any failure by the Fund or the Underwriter to
provide the services and furnish the materials under the terms of
this Agreement, or
(ii) arise out of or result from any breach of any representation
and/or warranty made by the Underwriter or the Fund in this
Agreement or arise out of or result from any other breach of this
Agreement by the Underwriter or the Fund; except to the extent
provided in Sections 6.2(b) and 6.4 hereof.
(b) No party shall be entitled to indemnification to the extent that such
loss, claim, damage, liability or litigation is due to the willful
misfeasance, bad faith, negligence or reckless disregard of duty by
the party seeking indemnification.
(c) In accordance with Section 6.4 hereof, the Indemnified Parties will
promptly notify the Underwriter of the commencement of any
litigation or proceedings against them in connection with the
issuance or sale of the Fund shares or the Contracts or the
operation of the Separate Accounts.
6.3 Indemnification by the Fund
(a) The Fund agrees to indemnify and hold harmless the Company and each
of its directors, officers, employees or agents and each person, if
any, who controls the Company within the meaning of section 15 of
the 1933 Act (collectively, the "INDEMNIFIED PARTIES" for purposes
of this Section 6.3) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the written
consent of the Fund) or litigation (including reasonable legal and
other expenses) to which the Indemnified Parties may become subject
under any statute, regulation, at common law or otherwise, insofar
as such losses, claims, damages, liabilities or expenses (or actions
in respect thereof) or settlements are related to the sale or
acquisition of the shares of the Portfolios or the Contracts and:
(i) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the
registration statement, prospectus or statement of
11
additional information for the Fund or sales literature or other
promotional material of the Fund (or any amendment or supplement
to any of the foregoing), or arise out of or are based upon the
omission or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading; provided that this agreement to indemnify
shall not apply as to any Indemnified Party if such statement or
omission or such alleged statement or omission was made in
reliance upon and in conformity with information furnished by
such Indemnified Party or the Company to the Fund or the
Underwriter on behalf of the Company for use in the registration
statement, prospectus or statement of additional information for
the Fund or in sales literature of the Fund (or any amendment or
supplement thereto) or otherwise for use in connection with the
sale of the Contracts or the Portfolio shares; or
(ii) arise out of or as a result of (a) statements or representations
(other than statements or representations contained in the
registration statement, prospectus or sales literature for the
Contracts not supplied by the Fund or the Underwriter or persons
under their respective control and other than statements or
representations authorized by the Company); or (b) the willful
misfeasance, bad faith, gross negligence or reckless disregard of
duty of the Fund or the Underwriter or persons under the control
of the Fund or the Underwriter, respectively, with respect to the
sale or distribution of the Contracts or Portfolio shares; or
(iii) arise out of any untrue statement or alleged untrue statement of
a material fact contained in a registration statement,
prospectus, statement of additional information or sales
literature or other promotional material with respect to the
Contracts (or any amendment thereof or supplement thereto), or
the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statement
or statements therein not misleading, if such statement or
omission was made in reliance upon and in conformity with
information furnished to the Company by the Fund or Underwriter
or persons under the control of the Fund or the Underwriter,
respectively; or
(iv) arise as a result of any failure by the Fund or the Underwriter to
provide the services and furnish the materials under the terms of
this Agreement; or
(v) arise out of or result from any breach of any representation
and/or warranty made by the Underwriter or the Fund in this
Agreement or arise out of or result from any other breach of this
Agreement by the Underwriter or the Fund; except to the extent
provided in Sections 6.3(b) and 6.4 hereof.
(b) No party shall be entitled to indemnification to the extent that such
loss, claim, damage, liability or litigation is due to the willful
misfeasance, bad faith, negligence or reckless disregard of duty by
the party seeking indemnification.
(c) In accordance with Section 6.4 hereof, the Indemnified Parties will
promptly notify the Fund of the commencement of any litigation or
proceedings against them in connection with the issuance or sale of
the Fund shares or the Contracts or the operation of the Separate
Accounts.
6.4. Indemnification Procedure
(a) Any person obligated to provide indemnification under this Article
VI ("INDEMNIFYING PARTY" for the purpose of this Section 6.4) shall
not be liable under the indemnification provisions of this Article
VI with respect to any claim made against a party entitled to
indemnification
12
under this Article VI ("INDEMNIFIED PARTY" for the purpose of this
Section 6.4) unless such Indemnified Party shall have notified the
Indemnifying Party in writing within a reasonable time after the
summons or other first legal process giving information of the nature
of the claim shall have been served upon such Indemnified Party (or
after such party shall have received notice of such service on any
designated agent), but failure to notify the Indemnifying Party of
any such claim shall not relieve the Indemnifying Party from any
liability which it may have to the Indemnified Party against whom
such action is brought otherwise than on account of the
indemnification provision of this Article VI. In case any such action
is brought against the Indemnified Party, the Indemnifying Party will
be entitled to participate, at its own expense, in the defense
thereof. The Indemnifying Party also shall be entitled to assume the
defense thereof, with counsel satisfactory to the party named in the
action. After notice from the Indemnifying Party to the Indemnified
Party of the Indemnifying Party's election to assume the defense
thereof, the Indemnified Party shall bear the fees and expenses of
any additional counsel retained by the Indemnified Party, and the
Indemnifying Party will not be liable to such party under this
Agreement for any legal or other expenses subsequently incurred by
such party independently in connection with the defense thereof other
than reasonable costs of investigation, unless:
(i) the Indemnifying Party and the Indemnified Party shall have
mutually agreed to the retention of such counsel or
(ii) the named parties to any proceeding (including any impleaded
parties) include both the Indemnifying Party and the
Indemnified Party and representation of both parties by the
same counsel would be inappropriate due to actual or
potential differing interests between them.
A successor by law of the parties to this Agreement shall be entitled to the
benefits of the indemnification contained in this Article VI. The
indemnification provisions contained in this Article VI shall survive any
termination of this Agreement.
ARTICLE VII. Applicable Law
7.1 This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the State of Connecticut.
7.2 This Agreement shall be subject to the provisions of the 1933, 1934 and
1940 Acts, and the rules and regulations and rulings thereunder, including such
exemptions from those statutes, rules and regulations as the SEC may grant and
the terms hereof shall be interpreted and construed in accordance therewith.
ARTICLE VIII. Term & Termination
1. 8.1 Term
(a) Except as otherwise provided below, the term of this Agreement shall
be for five (5) years from the date hereof, unless terminated
earlier by reason of a breach of contract or by law, or pursuant to
this section 8. At the end of the initial term of this Agreement,
this Agreement shall be automatically renewed for successive one
year periods, unless any party notifies the other no later than
thirty days before any anniversary of its intent to terminate this
Agreement.
13
8.2 This Agreement shall terminate:
(a) at the option of any party upon six months' advance written notice
to the other parties unless otherwise agreed in a separate written
agreement among the parties; or
(b) at the option of the Fund, the Underwriter or the Adviser upon
institution of formal proceedings against the Company by FINRA, the
SEC, the insurance commission of any state or any other regulatory
body regarding the Company's duties under this Agreement or related
to the sale of the Contracts, the administration of the Contracts,
the operation of the Separate Accounts, or the purchase of the Fund
shares, which in the judgment of the Fund, the Underwriter or the
Adviser are reasonably likely to have a material adverse effect on
the Company's ability to perform its obligations under this
Agreement; or
(c) at the option of the Company upon institution of formal proceedings
against the Fund, the Underwriter or the Adviser by FINRA, the SEC,
or any state securities or insurance department or any other
regulatory body, related to the purchase or sale of the Fund shares
or the operation of the Fund which in the judgment of the Company
are reasonably likely to have a material adverse effect on the
Underwriter's, the Fund's or the Adviser's ability to perform its
obligations under this Agreement; or
(d) at the option of the Company if a Portfolio delineated in SCHEDULE A
ceases to qualify as a Regulated Investment Company under Subchapter
M of the Code (a "RIC"); or under any successor or similar provision,
and the disqualification is not cured within the period permitted for
such cure, or if the Company reasonably believes that any such
Portfolio may fail to so qualify and be unable to cure such
disqualification within the period permitted for such cure; or
(e) at the option of any party to this Agreement, upon another party's
material breach of any provision of this Agreement; provided that
the party not in breach shall give the party in breach notice of the
breach and the party in breach does not cure such breach within 30
days of receipt of such notice of breach; or
(f) at the option of the Company, if the Company determines in its sole
judgment exercised in good faith, that either the Fund, the
Underwriter or the Adviser has suffered a material adverse change in
its business, operations or financial condition since the date of
this Agreement or is the subject of material adverse publicity which
is likely to have a material adverse impact upon the business and
operations of the Company; or
(g) at the option of the Fund, the Underwriter or the Adviser if the
Fund, the Underwriter or the Adviser respectively, shall determine
in its sole judgment exercised in good faith, that the Company has
suffered a material adverse change in its business, operations or
financial condition since the date of this Agreement or is the
subject of material adverse publicity which is likely to have a
material adverse impact upon the business and operations of the Fund
or Underwriter.
(h) automatically, with respect to the Underwriter, if the Underwriter
ceases to be the principal underwriter and distributor for the Funds,
In such case, the Fund shall use commercially reasonable efforts to
add a new Underwriter to this Agreement.
14
8.3 Notice Requirement
(a) In the event that any termination of this Agreement is based upon
the provisions of Sections 8.1(b), 8.1(c) or 8.1(d), prompt written
notice of the election to terminate this Agreement for cause shall
be furnished by the party terminating the Agreement to the
non-terminating parties, with said termination to be effective upon
receipt of such notice by the non-terminating parties; provided that
for any termination of this Agreement based on the provisions of
Section 8.1(d), said termination shall be effective upon the
Portfolio's failure to qualify as a RIC and to cure such
disqualification within the period permitted for such cure.
(b) In the event that any termination of this Agreement is based upon the
provisions of Section 8.1(f) or 8.1(g), prior written notice of the
election to terminate this Agreement for cause shall be furnished by
the party terminating this Agreement to the non-terminating parties.
Such prior written notice shall be given by the party terminating
this Agreement to the non-terminating parties at least 60 days before
the effective date of termination.
8.4 It is understood and agreed that the right to terminate this Agreement
pursuant to Section 8.1(a) may be exercised for any reason or for no reason.
8.5 Effect of Termination
(a) Notwithstanding any termination of this Agreement pursuant to
Section 8.1(a) through 8.1(g) or this Agreement and subject to
Section 1.2 of this Agreement, the Company may require the Fund to
continue to make available additional shares of the Fund for so long
after the termination of this Agreement as the Company desires
pursuant to the terms and conditions of this Agreement as provided
in paragraph (b) below, for all Contracts in effect on the effective
date of termination of this Agreement (hereinafter referred to as
"EXISTING CONTRACTS"), unless such further sale of Fund shares is
proscribed by law, regulation or an applicable regulatory body.
Specifically, without limitation, the owners of the Existing
Contracts shall be permitted to direct reallocation of investments
in the Fund, redeem investments in the Fund and/or invest in the
Fund upon the making of additional purchase payments under the
Existing Contracts unless such further sale of Fund shares is
proscribed by law, regulation or an applicable regulatory body.
(b) Fund shall remain obligated to pay Company the fee in effect as of
the date of termination for so long as shares are held by the
Accounts and Company continues to provide services to the Accounts.
Such fee shall apply to shares purchased both prior to and subsequent
to the date of termination. This Agreement, or any provision thereof,
shall survive the termination to the extent necessary for each party
to perform its obligations with respect to shares for which a fee
continues to be due subsequent to such termination.
(c) In the event of the insolvency or liquidation of the Company, fees
shall continue to be payable directly to the Company or its
liquidator, receiver, conservator or statutory successor, without
diminution and reasonable provision for verification by the Company
or its liquidator, receiver, conservator or statutory successor.
ARTICLE IX. Notices
9.1 (a) Any notice shall be deemed duly given only if sent by hand or
overnight express delivery, evidenced by written receipt or by certified mail,
return receipt requested, to the other party at the address of such party set
forth below or at such other address as such party may from time to time
15
specify in writing to the other party. All notices shall be deemed given the
date received or rejected by the addressee.
If to the Company:
Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Vice President, Investment Products Division
with a copy to:
General Counsel
Hartford Life Insurance Company
000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
If to the Fund:
RidgeWorth Funds
0000 Xxxxxxx Xxxx
Xxxxxxxx, XX 00000
Attention: President
If to the Underwriter:
RidgeWorth Distributors LLC
Attention: President
000 Xxxxxx Xxxx # 000
Xxxxxxx XX 00000
ARTICLE X Miscellaneous
10.1 Subject to law and regulatory authority, each party hereto shall treat as
confidential the names and addresses of the owners of the Contracts and all
other information reasonably identified as such in writing by any other party
hereto, and, except as contemplated by this Agreement, shall not disclose,
disseminate or utilize such confidential information without the express prior
written consent of the affected party until such time as it may come into the
public domain. In addition, the parties hereby represent that they will use and
disclose Personal Information (as defined below) only to carry out the purposes
for which it was disclosed to them and will not use or disclose Personal
information if prohibited by applicable law, including, without limitation,
statutes and regulations enacted pursuant to the Xxxxx-Xxxxx-Xxxxxx Act (Public
Law 106-102). "PERSONAL INFORMATION" means financial and medical information
that identifies an individual personally and is not available to the public,
including, but not limited to, credit history, income, financial benefits,
policy or claim information and medical
16
records. If either party outsources services to a third party, such third party
will agree in writing to maintain the security and confidentiality of any
information shared with them.
10.2 The captions in this Agreement are included for convenience of reference
only and in no way define or delineate any of the provisions hereof or otherwise
affect their construction or effect.
10.3 This Agreement may be executed simultaneously in two or more counterparts,
each of which taken together shall constitute one and the same instrument.
10.4 If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby.
l0.5 This Agreement shall not be assigned by any party hereto without the prior
written consent of all the parties.
10.6 Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC,
FINRA, and state insurance regulators) and shall permit each other and such
authorities (and the parties hereto) reasonable access to its books and records
in connection with any investigation or inquiry relating to this Agreement or
the transactions contemplated hereby. Notwithstanding the foregoing, each party
hereto further agrees to furnish the California Insurance Commissioner with any
information of reports in connection with services provided under this Agreement
which such Commissioner may request in order to ascertain whether the insurance
operations of the Company are being conducted in a manner consistent with the
California laws and regulations.
10.7 Each party represents that (a) the execution and delivery of this
Agreement and the consummation of the transactions contemplated herein have been
duly authorized by all necessary corporate or trust action, as applicable, by
such party and when so executed and delivered this Agreement will be the valid
and binding obligation of such party enforceable in accordance with its terms
subject to bankruptcy, insolvency, reorganization, moratorium and similar laws
of general applicability relating to or affecting creditors' rights and to
general equity principles; (b) the party has obtained, and during the term of
this Agreement will maintain, all authorizations, licenses, qualifications or
registrations required to be maintained in connection with the performance of
its duties under this Agreement; and (c) the party will comply in all material
respects with all applicable laws, rules and regulations.
10.8 The parties to this Agreement may amend by written agreement the Schedules
to this Agreement from time to time to reflect changes in or relating to the
Contracts, the Separate Accounts or the Portfolios of the Fund.
10.9 Each party will make every effort to remain in full compliance with all
applicable anti-money laundering laws, rules and regulations, including but not
limited to, the Bank Secrecy Act (the "BSA"), its implementing regulations, and
the USA PATRIOT Act, which amends certain sections of the BSA and sets forth
certain other anti-money laundering requirements. To facilitate compliance with
anti-money laundering laws, the Company has developed and implemented policies
and procedures required by federal law to detect, deter and prevent money
laundering, including those required by the BSA and the USA PATRIOT Act. Each
party further agrees to cooperate and share information with the other to the
extent required by law to facilitate implementation of each other's anti-money
laundering program.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
17
executed in its name and behalf by its duly authorized representative as of the
date first written above.
HARTFORD LIFE INSURANCE COMPANY RIDGEWORTH FUNDS
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxx Xxxxx
----------------------------------- -----------------------------------
Name: Xxxxx Xxxxx Name: Xxxxx Xxxxx
Title: Assistant Vice President Title: President
RIDGEWORTH DISTRIBUTORS LLC
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
18
SCHEDULE A
SEPARATE ACCOUNTS
Each Separate Account established by resolution of the Board of Directors of the
Company under the insurance laws of the State of
Connecticut to set aside and
invest assets attributable to the Contracts. Currently, those Separate Accounts
are as follows:
401 Market
- K, K1, K2, K3, K4
- TK, TK1, TK2, TK3, TK4
- VK, VK1, VK2, VK3, VK4
- XX, XX0, XX0, XX0, XX0, 401
403 and 457 Markets
- DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, 403, UFC, Separate Account Two,
Separate Account Eleven, Separate Account Fourteen
SHARE ASSET
FUND CLASS TICKER CLASS
-----------------------------------------------------------------------------
AGGRESSIVE GROWTH STOCK FUND 1 SCATX E
EMERGING GROWTH STOCK FUND 1 SEGLX E
INTERNATIONAL EQUITY FUND 1 STITX E
LARGE CAP CORE EQUITY FUND 1 CRVAX E
LARGE CAP GROWTH STOCK FUND 1 STCAX E
LARGE CAP QUANTITATIVE EQUITY FUND 1 SQETX E
LARGE CAP VALUE EQUITY FUND 1 STVTX E
MID-CAP CORE EQUITY FUND 1 SAGTX E
MID-CAP VALUE EQUITY FUND 1 SMVTX E
SELECT LARGE CAP GROWTH STOCK FUND 1 STTAX E
SMALL CAP GROWTH STOCK FUND 1 SSCTX E
SMALL CAP VALUE EQUITY FUND 1 SCETX E
AGGRESSIVE GROWTH STOCK FUND A SAGAX E
EMERGING GROWTH STOCK FUND A SCEAX E
INTERNATIONAL EQUITY FUND A SCIIX E
LARGE CAP CORE EQUITY A CFVIX E
LARGE CAP GROWTH STOCK FUND A STCIX E
LARGE CAP QUANTITATIVE EQUITY FUND A SQEAX E
LARGE CAP VALUE EQUITY FUND A SVIIX E
MID-CAP CORE EQUITY FUND A SCAIX E
MID-CAP VALUE EQUITY FUND A SAMVX E
SELECT LARGE CAP GROWTH STOCK FUND A SXSAX E
SMALL CAP GROWTH STOCK FUND A SCGIX E
SMALL CAP VALUE EQUITY FUND A SCETX E
19
SCHEDULE B
A SHARES. In consideration of the services provided by the Company pursuant to
this Agreement, the Fund, through the Underwriter as paying agent of the Rule
12b-1 Plan, will pay to the Company the applicable fees for the A SHARES of the
Funds as authorized by the Rule 12b-1 Plan. Any payment obligation of the Fund
hereunder with respect to a particular Fund shall be binding solely upon the
assets of that Fund, and shall not be binding upon the assets of any other
RidgeWorth Fund. Any payment obligation of the Underwriter hereunder with
respect to a particular Fund shall be due and payable only to the extent
authorized pursuant to the Rule 12b-1 Plan adopted by Fund under Rule 12b-1 of
the 1940 Act, as amended and paid to the Underwriter by the particular Fund. The
Underwriter shall have only the obligation to make payments to the Company
after, for as long as, and to the extent that the Underwriter receives from the
Fund an amount equivalent to the amounts payable to the Company. Payment
obligations of the Underwriter hereunder are and shall remain subject to
applicable law, including, but not limited to, the limitations set forth in Rule
2830 of the FINRA Conduct Rules.
I SHARES. In consideration of the services provided by the Company pursuant to
this Agreement, the Fund shall pay or cause to be paid to the Company the
applicable fees for the I SHARES of the Funds
Subject to the provisions above, the Fund agrees to pay the Company an amount
equal to the following basis points per annum on the average aggregate amount
invested by the Company's Separate Account(s) in each Portfolio under the Fund
Participation Agreement, such amounts to be paid within 30 days of the end of
each calendar quarter.
This Schedule A may be updated periodically by letter agreement between the
parties hereto.
12B1 PAYMENT TOTAL
(SHAREHOLDER PAYOUT
SHARE ASSET FFS (BASIS SERVICING FEES (BASIS
FUND CLASS TICKER CLASS POINTS) -BASIS POINTS) POINTS)
--------------------------------------------------------------------------------------------------------------------------------
AGGRESSIVE GROWTH STOCK FUND 1 SCATX E 50 0 50
EMERGING GROWTH STOCK FUND 1 SEGLX E 50 0 50
INTERNATIONAL EQUITY FUND 1 STITX E 50 0 50
LARGE CAP CORE EQUITY FUND 1 CRVAX E 50 0 50
LARGE CAP GROWTH STOCK FUND 1 STCAX E 50 0 50
LARGE CAP QUANTITATIVE EQUITY FUND 1 SQETX E 50 0 50
20
12B1 PAYMENT TOTAL
(SHAREHOLDER PAYOUT
SHARE ASSET FFS (BASIS SERVICING FEES (BASIS
FUND CLASS TICKER CLASS POINTS) -BASIS POINTS) POINTS)
------------------------------------------------------------------------------------------------------------------------------
LARGE CAP VALUE EQUITY FUND 0 XXXXX X 50 0 50
MID-CAP CORE EQUITY FUND 1 SAGTX E 50 0 50
MID-CAP VALUE EQUITY FUND 1 SMVTX E 50 0 50
SELECT LARGE CAP GROWTH STOCK FUND 1 STTAX E 50 0 50
SMALL CAP GROWTH STOCK FUND 1 SSCTX E 50 0 50
SMALL CAP VALUE EQUITY FUND 1 SCETX E 50 0 50
AGGRESSIVE GROWTH STOCK FUND A SAGAX E 50 25 75
EMERGING GROWTH STOCK FUND A SCEAX E 50 25 75
INTERNATIONAL EQUITY FUND A SCIIX E 50 25 75
LARGE CAP CORE EQUITY A CFVIX E 50 25 75
LARGE CAP GROWTH STOCK FUND A STCIX E 50 25 75
LARGE CAP QUANTITATIVE EQUITY FUND A SQEAX E 50 25 75
LARGE CAP VALUE EQUITY FUND A SVIIX E 50 25 75
MID-CAP CORE EQUITY FUND A SCAIX E 50 25 75
MID-CAP VALUE EQUITY FUND A SAMVX E 50 25 75
SELECT LARGE CAP GROWTH STOCK FUND A SXSAX E 50 25 75
SMALL CAP GROWTH STOCK FUND A SCGIX E 50 25 75
SMALL CAP VALUE EQUITY FUND A SASVX E 50 25 75
21
FIRST AMENDMENT TO THE
RETAIL FUND PARTICIPATION AGREEMENT
THIS FIRST AMENDMENT ("Amendment") dated as of Dec. 11, 2009, between Hartford
Life Insurance Company, a stock life insurance company organized under the laws
of
Connecticut (the "Company"), RidgeWorth Funds (formerly, STI Classic Funds)
(the "Trust") an open-end management investment company organized under the laws
of the Commonwealth of Massachusetts (the "Fund") and RidgeWorth Distributors
LLC, a Delaware limited liability company (the "Underwriter") amends the
Retail
Fund Participation Agreement dated December 16, 2008 (the "Agreement").
WHEREAS, the Company and the Trust desire to further amend the Agreement and
certain Schedules to the Agreement to add Hartford Securities Distribution
Company, Inc. ("HSD") as a party to the Agreement, to revise Section 5.1 with
respect to Compensation, and to revise Schedules A and B to include certain of
the A and R Shares of certain series of the Trust (the "Funds"); and
NOW, THEREFORE, the Service Provider and the Trust agree to amend the Agreement
as follows:
1. Hartford Securities Distribution Company, Inc. is hereby added as a party to
this Agreement.
2. Section 5.1 is hereby deleted in its entirety and is replaced with the
following:
5.1 The Fund agrees to pay (or cause to be paid) to the fees and
expenses provided in the attached Schedule B.
12B-1 FEES.
To compensate Company for its distribution of Fund shares or administrative
services related to Fund shares, the Fund shall make (or cause to be made)
monthly payments to Company, as specified in Schedule B, based on the average
net assets invested in the Funds through the Separate Accounts in each calendar
month. The Fund will make (or cause to be made) such payments to Company within
thirty (30) days after the end of each calendar month. Each payment will be
accompanied by a statement showing the calculation of the fee payable to Company
for the month and such other supporting data as may be reasonably requested by
Company.
With respect to such 12b-1 fees:
Hartford Securities Distribution Company, Inc. (HSD) will act as broker-dealer
for the offer, sale and resale of shares and the receiving agent on behalf of
the Accounts or through NAME's arrangements with the Plan Level Accounts with
respect to the 12b-1 fees payable pursuant to the Agreement.
HSD is a broker-dealer registered with the SEC under the Securities Exchange Act
of 1934 and is a member of the Financial Industry Regulatory Authority
("FINRA"). HSD shall be fully responsible for carrying out all compliance,
supervisory and other obligations with respect to the activities of its
registered representatives as required by FINRA rules and applicable Federal and
state securities laws.
FEE FOR SERVICES.
To the extent such payment are paid pursuant to the Fee for Services
arrangement, Company shall notify the Fund, or its designated agent, in writing
of the amount due and payable hereunder by the Fund and shall provide such
documentation supporting its calculation as may be reasonably requested by the
Fund pursuant to this Section 5.1 at the end of each month and the Fund will
make such payment (or cause such payment to be made) to Company within 30
calendar days of receipt of the invoice. Notice of amount due and payable shall
be sent to:
RidgeWorth Capital Management, Inc.
00 Xxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxxxxxx
PAYMENT BY WIRE, ACH OR CHECK FOR 12B-1 FEE PAYMENTS SHOULD BE MADE TO THE
FOLLOWING:
Wire to:
Bank Of America
Xxxxxxxx, XX 00000
ABA 000000000
Acct # 50451925
Acct Name: Hartford Securities Distribution Company
(ACH instructions are the same EXCEPT the ABA is 000000000)
Remit to:
Hartford Securities Distribution Company
Attn: Finance, A3E-1
XX Xxx 0000
Xxxxxxxx, XX 00000-0000
PAYMENT BY WIRE, ACH OR CHECK FOR SERVICE FEE PAYMENTS SHOULD BE MADE TO THE
FOLLOWING:
WIRE TO:
Bank Of America
Xxxxxxxx, XX 00000
ABA 000000000
Acct # 50213808
Acct Name: Hartford Life Insurance Company
(ACH instructions are the same EXCEPT the ABA is 000000000
REMIT TO:
Hartford Life Insurance Company
Attn: Finance, A3E-1
XX Xxx 0000
Xxxxxxxx, XX 00000-0000
3. Schedule A is hereby deleted in its entirety and is replaced with the
attached.
4. Schedule B is hereby deleted in its entirety and is replaced with the
attached.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this First
Amendment to the Agreement as of the date set forth above.
HARTFORD LIFE INSURANCE COMPANY
/s/ Xxxxxxx X. Xxxx
-----------------------------------
By: Xxxxxxx X. Xxxx
Title: Assistant Vice President
RIDGEWORTH FUNDS
By: /s/ Xxxxx Xxxxx
--------------------
Title: President
RIDGEWORTH DISTRIBUTORS LLC
By: /s/ [ILLEGIBLE]
--------------------
Title: President
HARTFORD SECURITIES DISTRIBUTION COMPANY, INC.
/s/ Xxxxxxx X. Xxxx
-----------------------------------
By: Xxxxxxx X. Xxxx,
Title: Assistant Vice President
SCHEDULE A
SEPARATE ACCOUNTS
Each Separate Account established by resolution of the Board of Directors of the
Company under the insurance laws of the State of
Connecticut to set aside and
invest assets attributable to the Contracts. Currently, those Separate Accounts
are as follows:
401 MARKET
- K, K1, K2, K3, K4
- TK, TK1, TK2, TK3, TK4
- VK, VK1, VK2, VK3, VK4
- XX, XX0, XX0, XX0, XX0, 401
403 AND 457 MARKETS
- DCI, DCII, DCIII, DCIV, DCV, DCVI, 457, 403, UFC, Separate Account Two,
Separate Account Eleven, Separate Account Fourteen
SHARE ASSET
FUND CLASS TICKER CLASS
--------------------------------------------------------------------------------
AGGRESSIVE GROWTH STOCK FUND A SAGAX E
EMERGING GROWTH STOCK FUND A SCEAX E
INTERNATIONAL EQUITY 130/30 FUND A SIELX E
INTERNATIONAL EQUITY FUND A SCIIX E
INTERNATIONAL EQUITY INDEX FUND A SIIIX E
LARGE CAP CORE EQUITY FUND A CFVIX E
LARGE CAP GROWTH STOCK FUND A STCIX E
LARGE CAP QUANTITATIVE EQUITY FUND A SQEAX E
LARGE CAP VALUE EQUITY FUND A SVIIX E
MID-CAP CORE EQUITY FUND A SCAIX E
MID-CAP VALUE EQUITY FUND A SAMVX E
SELECT LARGE CAP GROWTH STOCK FUND A SXSAX E
SMALL CAP GROWTH STOCK FUND A SCGIX E
SMALL CAP VALUE EQUITY FUND A SASVX E
SHARE ASSET
FUND CLASS TICKER CLASS
--------------------------------------------------------------------------------
CORPORATE BOND FUND A SAINX FI
HIGH INCOME FUND A SAHIX FI
INTERMEDIATE BOND FUND A IBASX FI
INVESTMENT GRADE BOND FUND A STGIX FI
LIMITED TERM FEDERAL MORTGAGE SECURITIES FUND A SLTMX FI
SEIX HIGH YIELD FUND A HYPSX FI
SHORT-TERM BOND FUND A STSBX FI
SHORT-TERM U.S. TREASURY SECURITIES FUND A STSFX FI
TOTAL RETURN BOND FUND A CBPSX FI
U.S. GOVERNMENT SECURITIES FUND A SCUSX FI
AGGRESSIVE ALLOCATION STRATEGY FUND A SLAAX F of F
CONSERVATIVE ALLOCATION STRATEGY FUND A SVCAX F of F
GROWTH ALLOCATION STRATEGY FUND A SGIAX F of F
MODERATE ALLOCATION STRATEGY FUND A SVMAX F of F
AGGRESSIVE GROWTH STOCK FUND I SCATX E
EMERGING GROWTH STOCK FUND I SEGLX E
INTERNATIONAL EQUITY 130/30 FUND I SCEIX E
INTERNATIONAL EQUITY FUND I STITX E
INTERNATIONAL EQUITY INDEX FUND I SIEIX E
LARGE CAP CORE EQUITY FUND I CRVAX E
LARGE CAP GROWTH STOCK FUND I STCAX E
LARGE CAP QUANTITATIVE EQUITY FUND I SQETX E
SHARE ASSET
FUND CLASS TICKER CLASS
--------------------------------------------------------------------------------
LARGE CAP VALUE EQUITY FUND I STVTX E
MID-CAP CORE EQUITY FUND I SAGTX E
MID-CAP VALUE EQUITY FUND I SMVTX E
REAL ESTATE 130/30 FUND I SRIEX E
SELECT LARGE CAP GROWTH STOCK FUND I STTAX E
SMALL CAP GROWTH STOCK FUND I SSCTX E
SMALL CAP VALUE EQUITY FUND I SCETX E
CORPORATE BOND FUND I STICX FI
HIGH INCOME FUND I STHTX FI
INTERMEDIATE BOND FUND I SAMIX FI
INVESTMENT GRADE BOND FUND I STIGX FI
LIMITED TERM FEDERAL MORTGAGE SECURITIES I SLMTX FI
FUND
SEIX HIGH YIELD FUND I SAMHX FI
SHORT-TERM BOND FUND I SSBTX FI
SHORT-TERM U.S. TREASURY SECURITIES FUND I SUSTX FI
TOTAL RETURN BOND FUND I SAMFX FI
U.S. GOVERNMENT SECURITIES FUND I SUGTX FI
AGGRESSIVE ALLOCATION STRATEGY FUND I CVMGX F of F
CONSERVATIVE ALLOCATION STRATEGY FUND I SCCTX F of F
GROWTH ALLOCATION STRATEGY FUND I CLVGX F of F
MODERATE ALLOCATION STRATEGY FUND I CLVGX F of F
PRIME QUALITY MONEY MARKET FUND I SQTXX MMKT
SHARE ASSET
FUND CLASS TICKER CLASS
--------------------------------------------------------------------------------
HIGH INCOME FUND R STHIX FI
INTERMEDIATE BOND FUND R IBLSX FI
INVESTMENT GRADE BOND FUND R SCIGX FI
SEIX HIGH YIELD FUND R HYLSX FI
TOTAL RETURN BOND FUND R SCBLX FI
SCHEDULE B
SHARE ASSET FFS
FUND CLASS TICKER CLASS (BASIS POINTS)
---------------------------------------------------------------------------------------------------
AGGRESSIVE GROWTH STOCK FUND A SAGAX E 50
EMERGING GROWTH STOCK FUND A SCEAX E 50
INTERNATIONAL EQUITY 130/30 FUND A SIELX E 50
INTERNATIONAL EQUITY FUND A SCIIX E 50
INTERNATIONAL EQUITY INDEX FUND A SIIIX E 0
LARGE CAP CORE EQUITY FUND A CFVIX E 50
LARGE CAP GROWTH STOCK FUND A STCIX E 50
LARGE CAP QUANTITATIVE EQUITY FUND A SQEAX E 50
LARGE CAP VALUE EQUITY FUND A SVIIX E 50
MID-CAP CORE EQUITY FUND A SCAIX E 50
MID-CAP VALUE EQUITY FUND A SAMVX E 50
SELECT LARGE CAP GROWTH STOCK FUND A SXSAX E 50
SMALL CAP GROWTH STOCK FUND A SCGIX E 50
SMALL CAP VALUE EQUITY FUND A SASVX E 50
CORPORATE BOND FUND A SAINX FI 0
HIGH INCOME FUND A SAHIX FI 15
INTERMEDIATE BOND FUND A IBASX FI 0
INVESTMENT GRADE BOND FUND A STGIX FI 0
LIMITED TERM FEDERAL MORTGAGE
SECURITIES FUND A SLTMX FI 0
SEIX HIGH YIELD FUND A HYPSX FI 0
SHORT-TERM BOND FUND A STSBX FI 0
SHORT-TERM U.S. TREASURY SECURITIES
FUND A STSFX FI 0
12B1 TOTAL
PAYMENT SHAREHOLDER PAYOUT
FUND (BASIS POINTS) SERVICING FEE (BASIS POINTS)
-------------------------------------- -----------------------------------------------------
AGGRESSIVE GROWTH STOCK FUND 25 0 75
EMERGING GROWTH STOCK FUND 25 0 75
INTERNATIONAL EQUITY 130/30 FUND 25 0 75
INTERNATIONAL EQUITY FUND 25 0 75
INTERNATIONAL EQUITY INDEX FUND 25 15 40
LARGE CAP CORE EQUITY FUND 25 0 75
LARGE CAP GROWTH STOCK FUND 25 0 75
LARGE CAP QUANTITATIVE EQUITY FUND 25 0 75
LARGE CAP VALUE EQUITY FUND 25 0 75
MID-CAP CORE EQUITY FUND 25 0 75
MID-CAP VALUE EQUITY FUND 25 0 75
SELECT LARGE CAP GROWTH STOCK FUND 25 0 75
SMALL CAP GROWTH STOCK FUND 25 0 75
SMALL CAP VALUE EQUITY FUND 25 0 75
CORPORATE BOND FUND 25 15 40
HIGH INCOME FUND 25 0 40
INTERMEDIATE BOND FUND 25 15 40
INVESTMENT GRADE BOND FUND 25 15 40
LIMITED TERM FEDERAL MORTGAGE
SECURITIES FUND 15 15 30
SEIX HIGH YIELD FUND 25 15 40
SHORT-TERM BOND FUND 15 15 30
SHORT-TERM U.S. TREASURY SECURITIES
FUND 15 15 30
SHARE ASSET FFS
FUND CLASS TICKER CLASS (BASIS POINTS)
---------------------------------------------------------------------------------------------
TOTAL RETURN BOND FUND A CBPSX FI 0
U.S. GOVERNMENT SECURITIES FUND A SCUSX FI 0
AGGRESSIVE ALLOCATION STRATEGY FUND A SLAAX F of F 50
CONSERVATIVE ALLOCATION STRATEGY FUND A SVCAX F of F 10
GROWTH ALLOCATION STRATEGY FUND A SGIAX F of F 50
MODERATE ALLOCATION STRATEGY FUND A SVMAX F of F 15
AGGRESSIVE GROWTH STOCK FUND I SCATX E 50
EMERGING GROWTH STOCK FUND I SEGLX E 50
INTERNATIONAL EQUITY 130/30 FUND I SCEIX E 50
INTERNATIONAL EQUITY FUND I STITX E 50
INTERNATIONAL EQUITY INDEX FUND I SIEIX E 0
LARGE CAP CORE EQUITY FUND I CRVAX E 50
LARGE CAP GROWTH STOCK FUND I STCAX E 50
LARGE CAP QUANTITATIVE EQUITY FUND I SQETX E 50
LARGE CAP VALUE EQUITY FUND I STVTX E 50
MID-CAP CORE EQUITY FUND I SAGTX E 50
MID-CAP VALUE EQUITY FUND I SMVTX E 50
REAL ESTATE 130/30 FUND I SRIEX E 50
SELECT LARGE CAP GROWTH STOCK FUND I STTAX E 50
SMALL CAP GROWTH STOCK FUND I SSCTX E 50
12B1 TOTAL
PAYMENT SHAREHOLDER PAYOUT
FUND (BASIS POINTS) SERVICING FEE (BASIS POINTS)
-------------------------------------- -----------------------------------------------------
TOTAL RETURN BOND FUND 25 15 40
U.S. GOVERNMENT SECURITIES FUND 25 15 40
AGGRESSIVE ALLOCATION STRATEGY FUND 25 0 75
CONSERVATIVE ALLOCATION STRATEGY FUND 25 0 35
GROWTH ALLOCATION STRATEGY FUND 25 0 75
MODERATE ALLOCATION STRATEGY FUND 25 0 40
0
AGGRESSIVE GROWTH STOCK FUND 0 0 50
EMERGING GROWTH STOCK FUND 0 0 50
INTERNATIONAL EQUITY 130/30 FUND 0 0 50
INTERNATIONAL EQUITY FUND 0 0 50
INTERNATIONAL EQUITY INDEX FUND 0 15 15
LARGE CAP CORE EQUITY FUND 0 0 50
LARGE CAP GROWTH STOCK FUND 0 0 50
LARGE CAP QUANTITATIVE EQUITY FUND 0 0 50
LARGE CAP VALUE EQUITY FUND 0 0 50
MID-CAP CORE EQUITY FUND 0 0 50
MID-CAP VALUE EQUITY FUND 0 0 50
REAL ESTATE 130/30 FUND 0 0 50
SELECT LARGE CAP GROWTH STOCK FUND 0 0 50
SMALL CAP GROWTH STOCK FUND 0 0 50
SHARE ASSET FFS
FUND CLASS TICKER CLASS (BASIS POINTS)
-----------------------------------------------------------------------------------------------
SMALL CAP VALUE EQUITY FUND I SCETX E 50
CORPORATE BOND FUND I STICX FI 0
HIGH INCOME FUND I STHTX FI 15
INTERMEDIATE BOND FUND I SAMIX FI 0
INVESTMENT GRADE BOND FUND I STIGX FI 0
LIMITED TERM FEDERAL MORTGAGE
SECURITIES FUND I SLMTX FI 0
SEIX HIGH YIELD FUND I SAMHX FI 0
SHORT-TERM BOND FUND I SSBTX FI 0
SHORT-TERM U.S. TREASURY SECURITIES
FUND I SUSTX FI 0
TOTAL RETURN BOND FUND I SAMFX FI 0
U.S. GOVERNMENT SECURITIES FUND I SUGTX FI 0
AGGRESSIVE ALLOCATION STRATEGY FUND I CVMGX F of F 50
CONSERVATIVE ALLOCATION STRATEGY FUND I SCCTX F of F 10
GROWTH ALLOCATION STRATEGY FUND I CLVGX F of F 50
MODERATE ALLOCATION STRATEGY FUND I CLVGX F of F 15
PRIME QUALITY MONEY MARKET FUND I SQTXX MMKT 15
HIGH INCOME FUND R STHIX FI 0
INTERMEDIATE BOND FUND R IBLSX FI 0
INVESTMENT GRADE BOND FUND R SCIGX FI 0
SEIX HIGH YIELD FUND R HYLSX FI 0
TOTAL RETURN BOND FUND R SCBLX FI 0
12B1 TOTAL
PAYMENT SHAREHOLDER PAYOUT
FUND (BASIS POINTS) SERVICING FEE (BASIS POINTS)
-------------------------------------- -----------------------------------------------------
SMALL CAP VALUE EQUITY FUND 0 0 50
CORPORATE BOND FUND 0 15 15
HIGH INCOME FUND 0 0 15
INTERMEDIATE BOND FUND 0 15 15
INVESTMENT GRADE BOND FUND 0 15 15
LIMITED TERM FEDERAL MORTGAGE
SECURITIES FUND 0 15 15
SEIX HIGH YIELD FUND 0 15 15
SHORT-TERM BOND FUND 0 15 15
SHORT-TERM U.S. TREASURY SECURITIES
FUND 0 15 15
TOTAL RETURN BOND FUND 0 15 15
U.S. GOVERNMENT SECURITIES FUND 0 15 15
AGGRESSIVE ALLOCATION STRATEGY FUND 0 0 50
CONSERVATIVE ALLOCATION STRATEGY FUND 0 0 10
GROWTH ALLOCATION STRATEGY FUND 0 0 50
MODERATE ALLOCATION STRATEGY FUND 0 0 15
PRIME QUALITY MONEY MARKET FUND 0 0 15
HIGH INCOME FUND 50 25 75
INTERMEDIATE BOND FUND 50 25 75
INVESTMENT GRADE BOND FUND 50 25 75
SEIX HIGH YIELD FUND 50 25 75
TOTAL RETURN BOND FUND 50 25 75
