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FORM N-4, ITEM 24(b)
8.49 Form SERVICE AGREEMENT between RidgeWorth Funds, American United Life
Insurance Company and OneAmerica Securities, Inc.
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SERVICE AGREEMENT By and Between
AND RIDGEWORTH FUNDS
This Agreement "the "Agreement" .is entered into as of October 5, 2010 by and
among American United Life Insurance Company. an Indiana Corporation. OneAmenca
Securities, lnc.. an Indiana corporation. both collectively referred to as the
"Intermediary" and RidgeWorth Funds a Massachusetts business trust (the
"Trust").
WHEREAS, the Trust is an open-end investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, it is contemplated that qualified and nonqualified employee benefit
plans and other account holders will invest all or a portion of their assets in
one or more of the Funds ("Account Holders") with the purchase and sale of
shares (" Shares") of each of the separate series of the Trust listed on EXHIBIT
A (the "Funds"). on .behalf of the Account Holders being made through one or
more omnibus accounts established by the Intermediary or its agent, with the
Funds' transfer agent ("Omnibus Accounts"); and
WHEREAS, the Intermediary desires to provide administrative services including
record keeping, reporting and processing services, to Account Holders; and
WHEREAS, the Intermediary and the Trust desire to facilitate the purchase and
redemption of Shares by Account Holders through Omnibus Accounts and to
facilitate the servicing" of those Shares subject to the terms and conditions of
this Agreement.
Accordingly, the parties hereto agree as follows:
1. Services: Appointment of Intermediary as Agent of Funds: Intermediary is
hereby appointed as agent for the Trust for the sole and limited purpose of
receiving orders for the purchase and redemption of Shares of the Funds, which
the Trust hereby agrees to make available to Account Holders subject to the
Intermediary's agreement to perform the following services with respect thereto
in accordance with the terms and conditions of this Agreement: (a) providing
necessary personnel and facilities to establish and maintain individual
sub-accounts, as required, and records for Account Holders; (b) recording
account balances and changes thereto, including debits and credits to such
individual sub-accounts in the form of cash, dividends and shares of the Funds;
(c) arranging for the wiring of funds to and from the Omnibus Accounts; (d)
providing statements to Account Holders; (e) furnishing proxy material,
periodic. Fund reports to shareholders, prospectuses and other communications
to. Account Holders as required; (f) transmitting Account Holder transaction
information to the Funds' transfer agent; (g) providing to the Trust such
information as they may reasonably request in order to assist them in their
compliance with federal and state securities laws applicable to the Funds, to
identify beneficial owners of Fund Shares for disclosure purposes and to assist
the Trust in identifying Account Holders and beneficial owners whose trading
activity is considered by the Trust to be disruptive to a Fund and to discourage
such activity; and (h) providing to each Account Holder such reports or
information as may be required by the Employee Retirement Income Security Act of
1974, as . amended ("ERISA") and/or the Internal Revenue Code of 1986, as
amended ("IRC"). The Funds' transfer agent will recognize each Omnibus Account
as a single shareholder and as an unallocated
account in each Fund, and shall not be responsible for maintaining separate or
individual sub accounts for Account Holders.
Notwithstanding anything stated herein to the contrary, Intermediary may
designate agents to perform any of the services contemplated by this Agreement
("Agents"); provided, however, that its Agents expressly agree to be subject to
the terms and conditions of this Agreement, and further provided that the
provisions of indemnification set forth below shall continue to apply to
Intermediary as an Intermediary with respect to services performed by its Agents
unless the Trust expressly agrees otherwise in writing.
2. Fees. In consideration of Intermediary's performance of the services
contemplated by this Agreement, the Trust shall pay (or cause to be paid) the
fees as set forth on EXHIBIT A to this Agreement. The parties agree that the
fees are solely for shareholder servicing and other administrative services
provided by the Intermediary, its affiliates and third parties with whom it
contracts and do not constitute payment in any manner for investment advisory or
distribution services.'
3. Representations, Warranties and Covenants.
Section 3.1 All Parties. Each party represents, warrants and covenants that:
i. it is duly organized, validly existing and in good standing under the laws of
the jurisdiction in which it is organized;
ii. it and, in the case of the Intermediary, any Agents that perform services
under this Agreement on its behalf, is each duly qualified to do business and
has an requisite licenses and authority to carry on its business in the state in
which it is organized and in an other jurisdictions in which it conducts
business under this Agreement; .
iii. entry into this Agreement has been duly authorized by each party and, when
executed and delivered, will constitute the valid, legal and binding obligation
of such party, enforceable in accordance with its terms;
iv. at all times it shall comply with all applicable laws, rules and regulations
applicable to it by virtue of entering into this Agreement; and
v. it will promptly notify the other parties in the event that it is, for any
reason, unable to perform any of its obligations under this Agreement.
Section 3.2 Intermediary. The Intermediary further represents, warrants and
covenants that:
i. the Intermediary. is not required to be registered as an investment adviser
under 'the Investment Advisers Act of 1940, nor under any state securities law
in connection with performing services under this Agreement;
ii. the Intermediary is registered as a transfer agent pursuant to Section 17 A
of the Securities Exchange Act of 1934, as amended (1;he "1934 Act"), or not
required to . be so registered;
iii. the Intermediary is registered as a broker-dealer under the 1934 Act and
under any applicable state securities, or not required to be so registered;
iv. with respect to any plan subject to ERISA or to Section 4975 of the IRC that
is an Account Holder under this Agreement:
a) neither the Intermediary nor any of its affiliates is a "fiduciary" as
such term is defined in Section 3(21) of ERISA and Section 4975 of the IRC;
and
(b) the Intermediary is solely responsible, and not the Trust, for taking all
actions as may be necessary or required so that none of the services
performed under this Agreement is a "Prohibited Transaction" under section
406 of ERISA. or section 4975 of the IRC.
(c) the Intermediary is solely responsible, and not the Trust, for disclosing
to the extent required by ERISA, Rules of the NASD or other applicable law,
the arrangements and fees ,provided for in this Agreement to Account
Holders and participants of employee benefit plans that are Account
Holders;
v. the Intermediary shall not make representations concerning a Fund except for
the quantitative review and ranking of a Fund based on objective data received
from third parties;
vi. the Intermediary has and shall maintain all necessary facilities, equipment
and personnel, including, but not limited to, a disaster recovery or business
continuity plan, to perform the services under this Agreement in accordance with
the best industry practice;
vii. the Intermediary is either a financial institution subject to the Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism Act of 2001 ("USA PATRIOT Act") and the Bank Secrecy Act
(collectively, the "AML Acts") or it shall perform the services under this
Agreement as if it were subject to the AML Acts, which require among other
things, that financial institutions adopt compliance programs to guard against
money laundering, and it has adopted and implemented, and shall continue to
administer, anti-money laundering and customer. identification programs in
compliance with the AML Acts and applicable anti-money laundering rules of self
regulatory organizations in all relevant respects. The Intermediary also agrees
to cooperate to satisfy AML due diligence policies of the Trust, which may
include annual compliance certifications and periodic due diligence reviews
and/or other requests including by a Federal Regulation deemed necessary or
appropriate to ensure compliance with AML Acts;
viii. the Intermediary's. internal control structure for the processing and
transmission of orders for the purchase, redemption and exchange of Fund Shares
is suitably designed (A) to prevent orders received after the close of trading
on the New York Stock Exchange from being aggregated and communicated to the
Funds and their designee with orders received before such close of trading, and
(8) to minimize errors that could result in late transmission of orders to the
Funds. An independent public accountant or other qualified independent party
will annually
review the Intermediary's internal control structure and prepare a written
report concerning their adequacy, which will be available to the Trust upon
request; the' Intermediary will determine that its Agents for late day trading
purposes have adequate internal control structures for the processing and
transmission of such orders for the purchase, redemption and exchange of Fund
Shares and will seek to require such Agents to retain an independent accountant
or other qualified independent party to annually review and report on the
adequacy of the Agents' internal control structures; and.
ix in accordance with NASD Notice to Members 03-50 (reminding members of
their responsibility to ensure that they have in place policies and
procedures reasonably designed to detect and prevent the occurrence of
mutual fund transactions that would violate Rule 22c-1 under the 1940 Act,
NASD Conduct Rule 211 and other applicable rules and regulations), the
Intermediary represents that it reviewed its policies and procedures to
ensure that they are adequate with respect to preventing violations, of law
and prospectus requirements related to timely order-taking and market
timing activity, and the Intermediary hereby provides the confirmation set
forth on Exhibit C hereto. The Intermediary represents that it will be
responsible for the collection and payment to the Fund of any redemption
fees based upon the terms outlined in the Fund's prospectus.
x in accordance with Rule 22c-2 under the 1940 Act, Intermediary agrees to
provide information to the Trust, upon the Trust's request and restrict
trading in certain Funds upon request from the Trust as stated in (EXHIBIT
E).
xi. Representations by the Trust. The Trust further represents, warrants and
covenants that each Fund is registered as an investment company or series
of an investment company under the 1940 Act, and the Shares of each Fund
are registered under the Securities Act of 1933, as amended (the" 1933
Act").
4. Operating Procedures. All services performed by the Intermediary under this
Agreement, including, without limitation, the purchase and redemption of Shares
of the Funds, shall be subject to the terms and conditions set forth in each
Fund's then current prospectus and statement of additional information and such
other policies as may be mutually agreed to ~ from time to time by the parties.
In no way shall this Agreement limit the authority of the Trust to take such
action as it may deem appropriate or advisable in connection with all matters
relating to the operation of such Fund and the sale of its Shares, including,
but not limited to, the Trust's policies to determine whether an adjustment is
necessary to correct any error in the computation of the net asset value per
share for a Fund ("Price Error") as more fully described below.
5. Account Information. The Trust or its designee shall provide the Intermediary
(a) daily confirmations of Omnibus Account activity within five Business Days
(as defined below) after each day on which a purchase or redemption of Shares of
a Fund is effected for the particular Omnibus Account, and (b) such other
periodic statements detailing activity in each Omnibus Account as mutually
agreed from time to time by the parties.
6. Maintenance of Records. The Intermediary shall maintain and preserve all
records as required by law to be maintained and preserved in connection with
providing the services contemplated by this Agreement. Upon the request of the
Trust, the Intermediary shall provide copies of all records relating to
transactions between the Account Holders and the
Funds to enable the Trust or its representatives to comply with any request of a
governmental body or self-regulatory organization. or an Account Holder, to
monitor and review the services of the Intermediary contemplated by this
Agreement, or to calculate the fees to be paid hereunder. The Intermediary
agrees to permit the Trust or its representatives to have reasonable access to
its personnel and records in order to facilitate the monitoring of the quality
of the services provided under this Agreement.
7. Pricing Information. The Trust or its designee shall furnish the
Intermediary, with respect to each Fund:
i. net asset value information as of the close of regular trading on the New
York Stock Exchange (currently 4:00 p.m. Eastern Time) or as of such
earlier times at which a Fund's net asset value is calculated as specified
in such Fund's then current prospectus ("Close of Trading") on each
business day that the New York Stock Exchange is open for business
("Business Day");
ii. dividend and capital gains information as it becomes available; and.
iii. in the case of Funds that declare dividends daily, the. daily accrual for
interest rate factor (mil rate).
The Trust shall use its best efforts to provide such information to the
Intermediary by means of electronic transmission or other mutually acceptable
means by 7:00 p.m. Eastern Time on each Business Day.
8. Orders and Settlement: Dividends.
i. The Intermediary shall transmit to the transfer agent of each Fund orders to
purchase or redeem Fund Shares consistent with instructions it receives from
Account Holders and the following procedures:
(a) Orders for net purchases or net redemptions of Shares of a Fund derived
from instructions received from Account Holders in proper form prior to the
Close of Trading on any given Business Day shall be processed and
transmitted to the Fund's transfer agent no later than 8 a.m. .Eastern Time
on the next followIng Business Day;
(b) Payment for net purchases of Shares of a Fund derived from instructions
received from Account Holders for a given Business Day shall be wired no
later than 1 :00 p.m. Eastern Time by the Intermediary to a custodial
account designated by the Trust on the next Business Day. If payment is not
received on a timely basis, the Trust reserves the right, without notice to
the Intermediary, to cancel any or all orders received from the
Intermediary for such Business Day and, in any case, the Intermediary
agrees to be responsible for any loss resulting from its failure to make
timely payment;
(c) Payment for net redemptions of Shares of a Fund derived from instructions
received from Account Holders on a given Business
Day will be wired by the Trust or its designee on the next Business Day to an
account designated by the Intermediary no later than 4;00 p.m. Eastern Time;
provided, however, that the Trust may, if necessary, delay redemption of Shares
of a Fund to the extent permitted by the 1940 Act; and
(d) The Business Day on which instructions are received by the Close of Trading
in proper form by the Intermediary from Account Holders and thereafter
transmitted to the Funds' transfer agent prior to the Close of Trading on the
same Business Day shall be the date as of which Shares of such Fund shall be
purchased or redeemed. Instructions received in proper form by the Intermediary
from Account Holders after the Close of Trading on any given Business Day shall
be treated as if received on the next following Business Day.
ii. Dividends and capital gain distributions shall be automatically reinvested
at net asset value in accordance with each Fund's then current prospectus unless
the Intermediary otherwise indicates that such dividends and distributions are
to be paid in cash. Intermediary shall be solely responsible for ensuring that
all cash dividends are paid to Account Holders in a timely manner. Any
liabilities arising from cash dividend payments reported by Account Holders as
lost, stolen, materially altered or forged shall be the sole responsibility of
the Intermediary.
9. Price Error Correction Procedures.
i. Price Error Correction. A determination as to when an error in the
computation of a Fund's net asset value ("NAV") requires corrective action
shall be made as follows:
(a) if the Price Error results in a difference between the erroneous NAV and
the correct NA V of less than $0.01 per share, then no corrective action
shall be taken;
(b) if the Price Error results in a difference between the erroneous NAV and
the correct NAV equal to or greater than $0.01 per share, but less than
1/2 of 1 % of the Fund's NA V at the time of the Price Error, then
corrective action shall be taken with the Fund being reimbursed for any
loss, after taking into consideration any positive effect of such Price.
Error, but no adjustments to either the Fund's NA V or to the accounts of
Fund shareholders, including the accounts of Account Holders, shall be
made; and
(c) if the Price Error results in a difference between the erroneous NA V and
the CO/Tect NA V equal to or greater than 1/2 of 1 % of the applicable
Fund1s NA Vat the time of the Price Error, then such Price Error shall be
deemed a "material" Price Error for purposes of this Agreement and
corrective action shall be taken with the Fund being reimbursed for any
loss (after taking into consideration any positive effect of such Price
Error) and appropriate adjustments to both the Fund's NA V and
shareholders' accounts, including the accounts of Account Holders, shall
be made. If an adjustment is necessary to correct a material Price Error,
which has caused shareholders to receive less than the amount to which they
are entitled, the number of shares of the appropriate Fund , attributable
to the accounts of shareholders, including the accounts of Account Holders,
shall be adjusted and the amount. of any underpayments to Account Holders
shall be credited by the Fund to the accounts of affected shareholders,
including the Omnibus Account maintained by the Intermediary, with the
Intermediary further crediting such amounts to the accounts of affected
Account Holders. Upon notification by the Trust of any overpayment due to a
material Price Error, the Intermediary shall promptly remit to the Fund
aT)Y overpayment that has not been disbursed from the account of any
Account Holder, and make a good faith attempt to collect any excess amounts
from any Account Holder to which disbursement has been made, which, because
of a Price Error, may have underpaid for" shares credited to its account or
accounts. Absent the Intermediary's failure to make such a good faith
attempt, however, the Intermediary shall in no " event be liable to the
Trust for any overpayments if, prior to notice from the Trust; such amounts
were disbursed to Account Holders.
The standards set forth in this sub-section (i) are based on the parties'
understanding of views expressed by the staff of the U.S. Securities and
Exchange " Commission (the "SEC") as of the date of this Agreement. In the
event views of the SEC staff are modified or superseded by $uch staff. of
the SEC or judicial interpretation, the parties shall amend the foregoing
provisions of this Agreement to comport with the appropriate applicable
standards, on terms mutually satisfactory to all parties.
ii. Notification. The Trust shall notify the Intermediary as "soon as
practicable after discovering a material Price Error requiring adjustments
to a Fund's NA V and shareholder accounts. Notice may be made via facsimile
or via direct or indirect systems access and shall state the incorrect
price, the correct price and, to the extent communicated to the Fund's
other shareholders, the reason for the price change
iii. Expenses. Except as otherwise provided in this Agreement, each party shall
bear all expenses incidental to the performance of its obligations pursuant
to this Agreement.
Each Fund shall pay the cost of registration of its Shares with the SEC and
other fees to sell its Shares in states where required. Each Fund shall
distribute or cause to be distributed to the Intermediary its proxy
material, periodic Fund reports to shareholders, prospectuses and other
material as such Fund may require to be sent to shareholders. The. cost of
preparing and printing this material shall be paid by the applicable Fund,
and the cost of distributing such "items to the underlying Account Holder
shall be borne by the Intermediary.
10. Relationship of Parties. Except as specifically provided in Section I of
this Agreement, it is understood and agreed that all services performed
hereunder by the Intermediary shall be as "an independent contractor and
not as an employee or agent of the Trust, or the Funds, and
none of the parties shall hold itself out as an agent of any other party with
the authority to bind such party.
11. Use of Names. Except as otherwise expressly provided for in this Agreement,
the Intermediary shall not use, nor shall it allow its employees or agents to
use, the name or logo of the Trust, the Funds, or any affiliate of the Trust, or
any products or services sponsored, managed, advised, administered, or
distributed by the Trust or any of its affiliates, for advertising, trade or
other commercial or noncommercial purposes without the express prior written
consent of the Trust. To the extent that the Intermediary prepares material that
refers to the Trust, the Funds or any affiliate of the Trust, Intermediary shall
provide the Trust with copies of those materials prior to their use.
12. Indemnification.
i. The Intermediary agrees to indemnify and hold harmless the Trust, the
Funds and each of their trustees, directors, officers, employees, agents
and each person, if any, who controls them within the meaning of the 1933
Act against any and all losses, claims, damages, liabilities or expenses,
including reasonable legal fees, they incur (collectively "Losses") insofar
as such Losses arise out of or are based upon (i) the Intermediary's
negligence, bad faith, or willful misconduct in performing its obligations
hereunder, (ii) any failure by the Intermediary 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, (iii) any errors within the
reasonable control of the Intermediary that result in late transmission of
orders to the Fund's transfer agent, (iv) any breach by the Intermediary of
any provision of this Agreement, or (v) any breach by the Intermediary of a
. representation, warranty or covenant made in this Agreement. The
Intermediary will reimburse the persons indemnified hereunder for any
reasonable legal or other expenses reasonably incurred by them in
connection with investigating or defending such Losses. This indemnity
agreement shall be in addition to any liability, which the Intermediary may
otherwise have.
ii. The Trust agrees to indemnify and hold harmless the Intermediary and each
of its directors, officers, employees, agents and each person, if any, who
controls it 'within the meaning of the 1933. Act against any and all Losses
insofar as such Losses arise out of or are based upon (i) the Trust's
negligence, bad faith, or willful misconduct in performing its obligations
hereunder, (ii) any breach by the Trust .of any provision of this
Agreement, or (Hi) any breach by the Trust of a representation, warranty or
covenant made in this Agreement. The Trust will reimburse the persons
indemnified hereunder for any reasonable legal or other expenses reasonably
incurred by them in connection with investigating or . defending such
Losses. This indemnity agreement shall be in addition to any liability,
which the Trust may otherwise have.
iii. If any third party threatens to commence or commences any claim or action
for which one party (the "Indemnifying Party") may be required to indemnify
another 'person hereunder (the "Indemnified Party"), the Indemnified Party
shall promptly give notice thereof to the Indemnifying Party; provided,
however, that the failure to provide such prompt notice to the Indemnifying
Party shall not relieve the Indemnifying Party of any liability it may have
to the Indemnified
Party unless such failure has prejudiced the defense of such claim or
action. As a condition to indemnification hereunder, the Indemnified Pal1y
shall provide the Indemnifying Party with complete details, documents and
pleadings concerning the claim or action, which are available to it, and
shall cooperate with the Indemnifying Party in the defense of any such
claim. The Indemnifying Party shall be entitled, at its own expense and
without limiting its obligations to indemnify the Indemnified Party, to
assume control of the defense of such action with counsel selected by the
Indemnifying Party, which counsel shall be reasonably satisfactory to the
Indemnified Party. However, if the Indemnified Party reasonably determines
that defenses may be available to it which are not available to the
Indemnifying Party, and which may be inconsistent with the interests of the
Indemnifying Party, then the Indemnified Party shall have the right to
assume its own defense, with counsel reasonably satisfactory to the
Indemnifying Party. Should this situation arise, the Indemnified Party
shall promptly notify the Indemnifying Party in writing of its decision and
the reasons therefore. The Indemnifying Party shall remain responsible for
the cost of reasonable legal or other expenses incurred as they pertain to
the additional or inconsistent defenses of the Indemnified Party.
After notice from the Indemnifying Party to the Indemnified I>arty of the
Indemnifying Party's election to assume the defense of any claim or action, the
Indemnifying Party will not be liable to any Indemnified Party under this
Section 12 for any legal or other expenses subsequently incurred by the
Indemnified Party in connection with its defense of such claim or action. In the
event the Indemnifying Party notifies the Indemnified Party in writing that it
does not eject to assume the defense of a claim or action, the Indemnifying
Party will reimburse the Indemnified Party named a defendant or defendants in
such claim or action for the reasonable fees and expenses of one single counsel
mutually agreed upon by them.
No party shall unilaterally agree to a compromise or settlement of any claim or
action without the written consent of the other party. Such consent shall not be
unreasonably withheld.
13 . Confidentiality.
i. Each party agrees to keep confidential, and to treat as proprietary, all
information. obtained regarding the other party during the term of this.
Agreement, including but not limited to information about its products,
clients, . employees, and operations (collectively, "Confidential
Information"). Each party agrees not to use any such Confidential
Information, except as may be required under this Agreement. The parties
hereto specifically agree that they must maintain this Confidential
Information in such a manner that no third party can access it nor can it
be disclosed to a third party without the prior consent of the other party
to which the Confidential Information relates (which consent shall be
deemed given to the extent necessary or appropriate for the proper
operation of the Funds, and to any governmental body or self-regulatory
organization, to the extent required to comply with applicable legal
requirements and lawful requests).
ii. . Confidential Information does not include any information which (i) is
publicly known or in the possession of the pal1y receiving Confidential
Information (the "Receiving Pal1y") from other lawful sources prior to its
receipt from the pal1y disclosing Confidential Information (the "Disclosing
Party"); (ii) is or becomes available other than as a: result of a
disclosure by the Receiving Party or its
representatives; or (iii) is or becomes available to the Receiving Party on a
non-confidential basis from a source (other than the Disclosing Party) which, to
the best of the Receiving Party's knowledge and after due inquiry, is not
prohibited from disclosing such information to the Receiving Party by a legal,
contractual or fiduciary obligation to the Disclosing Party.
iii. Each party agrees that any Nonpublic Personal Information, as the term is
defined in Securities and Exchange Commission Regulation S-P ("Reg. S-PII),
that may be disclosed by a party hereunder is disclosed for the specific
purpose of permitting the other parties to perform the services set forth
in this Agreement. Each party agrees that, with respect to such
information, it will comply with Reg. S-P and any other applicable
regulations and that it will not disclose any non-public Personal
Information received in connection with this Agreement to any other party,
except to the extent required to carry out the services set forth in this
Agreement or as otherwise permitted- or required by applicable law
(including the AML Acts).
14. Termination. Any party may terminate this Agreement on 60 days' prior
written notice to the other parties. Notwithstanding the foregoing, this
Agreement may be terminated by any party immediately by giving written
notice to the other parties: (i) in the event that one of the other parties
is in material breach of this Agreement unless the party who is alleged to
be in breach cures the breach to the reasonable satisfaction of the party
making the allegation within ten (10) days of receipt of written notice;
(ii) if the continued performance of this Agreement violates any law, rule,
regulation, order or decree which such party giving notice of termination
is subject; (iii) upon an assignment of the Agreement in contravention of
its terms; or (iv) by any act which terminates either the 12b-1 Plan
adopted by the Trust with respect to any Fund or the distribution agreement
between the Trust and the Trust's distributor.
15. Notices. Each notice required by this Agreement shall be given in writing
and delivered personally or mailed by certified mail or courier service to
the other party at the address set forth on EXHIBIT B or such other address
as each party may give written notice to the other parties or by facsimile
if confirmed in writing within three business days. All notices shall be
effective upon delivery at the designated address.
16. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of The Commonwealth of Massachusetts, without
giving effect to conflicts of law principles thereof which might refer such
interpretations to the laws of a different state or jurisdiction.
Notwithstanding the above, to the extent any rights or obligations of a
party hereunder are covered by applicable securities laws (such as the 1933
Act, the Securities Exchange Act of 1934, or the 1940 Act), this Agreement
shall be governed by such laws.
17. Survival. The provisions of Section 12 (indemnity) and Section 13
(confidentiality) of this Agreement shall survive the termination of this
Agreement.
18. Modification and Waiver. This Agreement may be modified or amended, and
the terms of this Agreement may be waived, only by a writing signed by each
of the parties. Notwithstanding the foregoing, the Trust may unilaterally
amend Exhibit A to the Agreement to add or remove a Fund by sending notice
to the other parties as soon as is reasonably possible. The failure of a
party at any time or times to require performance of any provision hereof
shall in no manner affect the right of such party at a later time to
enforce the same. No
waiver by a party of the breach of any term or covenant contained in this
Agreement, whether by conduct or otherwise in anyone or more instances,
shall be deemed to be, or construed as, a further or continuing waiver of
any such breach, or a waiver of the breach of any other term or covenant
contained in this Agreement.
19. Non-Exclusivity. Each of the parties acknowledges and agrees that this
Agreement and the arrangements described herein are intended to be
non-exclusive and that each of the parties is free to enter into similar
agreements and arrangements with other entities.
20. Complete Agreement and Severability. This Agreement and the Exhibits
attached hereto contain the full and complete understanding of the parties and
supersede all prior representations, promises, statements, arrangements,
warranties and understandings between the parties with respect to the subject
matter hereof, whether oral or written, express or implied. If any provision or
portion of this Agreement shall be determined to be invalid or unenforceable for
any reason, the remaining provisions and portions of this Agreement shall be
unaffected thereby and shall remain in full force and effect to the fullest
extent permitted by law.
21. Assignment. This Agreement shall be binding upon and shall inure to the
benefit of the parties and their respective successors and assigns;
provided, however, that neither this Agreement nor any rights, privileges,
duties or obligations of the parties may be assigned by any party without
the prior written consent of all parties.
22. Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same Agreement.
23. References to the "Ridge Worth Funds," the "Trust" and the "Trustees" of
the Trust refer respectively to the Trust created and the Trustees as
trustees, but not individually or personally acting from time to time under
the Declaration of the Trust dated January 15, 1992, a copy of which is on
file with the Secretary of State of the Commonwealth of Massachusetts and
at the Trust's principal office. The obligations of the Trust entered into
in the name or on behalf thereof by any of the Trustees, officers,
representatives, or agents are made not individually, but in such
capacities, and are not binding upon any of the Trustees, shareholders,
officers, representatives, or agents of the Trust personally. Further, any
obligations of the Trust with respect to anyone Fund shall not be binding
upon any other Fund.
IN WITNESS WHEREOF, the undersigned have executed this Agreement by their duly
authorized officers as of the date first above written.
Name of Intermediary:
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Associate General Counsel & Chief Counsel B/D
RidgeWorth Funds
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
Title President
Attachments:
EXHIBIT A - Funds Offered and Applicable,Fees
EXHIBIT B - Contact Infonl1ation
EXHIBIT C - Confirmation Pursuant to NASD Notice to Members 03-50 EXHIBIT D -
Transactions through the NSCC (if applicable)
Schedule A
This Schedule A may be updated periodically by letter agreement between the
parties hereto.
12bl Total
FFS Payment Shareholder Payout
Share Asset (basis (basis Servicing (basis
Fund Class Ticker Class points) points) Fee points)
---- ----- ------ ----- ------- ------- --- -------
AGGRESSIVE A SAGAX E 35 25 0 60
GROWTH STOCK
FUND
AGGRESSIVE I SCATX E 35 0 0 35
GROWTH STOCK FUND
CQRPORATE A SAINX FI 0 25 15 40
BONDFUND
CORPORATE I STICX FI 0 0 15 25
BOND FUND
EMERGING A SCEAX E 35 25 0 60
GROWTH STOCK FUND
EMERGING I SEGLX E 35 0 0 35
GROWTH STOCK FUND
HIGH INCOME A SAHIX FI 15 25 0 40
FUND
HIGH INCOME R STHIX FI 0 50 10 60
FUND
HIGH INCOME I STHTX FI 15 0 0 15
FUND
INTERMEDIATE A IBASX FI 0 25 15 40
BOND FUND
INTERMEDIATE R IBLSX FI 0 50 10 60
BOND FUND
INTERMEDIATE I SAMIX FI 0 0 15 15
BOND FUND
INTERNATIONAL A SIELX E 35 25 0 60
EQUITY 130/30 FUND
INTERNATIONAL I SIELX E 35 0 0 35
EQUITY 130/30 FUND
INTERNATIONAL A SCIIX E 35 25 0 60
EQUITY FUND
INTERNATIONAL I STITX E 35 0 0 35
EQUITY FUND
INTERNATIONAL A SIIIX E 0 25 15 40
EQUITY INDEX FUND
INTERNATIONAL I SIEIX E 0 25 15 40
EQUITY INDEX FUND
INVESTMENT GRADE R SCIGX FI 0 50 10 40
BOND FUND
INVESTMENT GRADE I STIGX E 0 0 15 15
BOND FUND
LARGE CAP CORE A CFVIX E 35 25 0 60
EQUITY FUND
LARGE CAP CORE E CRVAX E 35 0 0 35
EQUITY FUND
LARGE CAP A STCrX E 35 25 0 60
GROWTH STOCK FUND
LARGE CAP I STCAX E 35 0 0 35
GROWTH STOCK FUND
LARGE CAP A SQEAX E 35 25 0 60
QUANTITATIVE EQUITY FUND
LARGE CAP I SQETX E 35 0 0 35
QUANTITATIVE EQUITY FUND
LARGE CAP A SVIIX E 35 25 0 60
VALUE EQUITY FUND
LARGE CAP I STVTX E 35 0 0 35
VALUE EQUITY FUND
AGGRESSIVE A SLAAX FofF 35 25 0 60
GROWTH ALLOCATION STRATEGY
AGGRESSIVE I CVMGX FofF 35 0 0 35
GROWTH ALLOCATION STRATEGY
CONSERVATIVE A SVCAX FofF 10 25 0 35
ALLOCATION STRATEGY
CONSERVATIVE I SCCTX FofF 10 0 0 10
ALLOCATION STRATEGY
GROWTH A SGIAX FofF 35 25 0 60
ALLOCATION STRATEGY
GROWTH I CLVGX FofF 35 0 0 35
ALLOCATION STRATEGY
MODERATE A SVMAX FofF 15 0 0 15
ALLOCATION STRATEGY
MODERATE I CLVGX FofF 15 0 0 15
ALLOCATION STRATEGY
LIMITED TERM A SLTMX FI 0 15 15 30
FEDERAL MORTGAGE
SECURITIES FUND
LIMITED TERM I SLMTX FI 0 0 15 15
FEDERAL MORTGAGE
SECURITIES FUND
MID-CAP CORE A SCAIX E 35 25 0 60
EQUITY FUND
MID-CAP CORE I SAGTX E 35 0 0 35
EQUITY FUND
MID-CAP A SAMVX E 35 25 0 60
VALUE EQUITY FUND
MID-CAP I SMVTX E 35 0 0 35
VALUE EQUITY FUND
REAL ESTATE A SREGX E 35 25 0 60
130/30 FUND
REAL ESTATE I SRIEX FI 35 0 0 35
130/30 FUND
SEIX FLOATING A SFRAX FI 0 25 15 40
RATE HIGH INCOME Fund
SEIX FLOATING I SAMBX FI 0 0 15 15
RATE HIGH INCOME Fund
SEIX HIGH A HYPSX FI 0 25 15 40
YIELD FUND
SEIX HIGH R HYLSX FI 0 50 10 60
YIELD FUND
SEIX HIGH I SAMHX FI 0 0 15 15
YIELD FUND
SELECT LARGE A SXSAX E 35 25 0 60
CAP GROWTH STOCK Fund
SELECT LARGE I STTAX E 35 0 0 35
CAP GROWTH STOCK Fund
SHORT-TERM A STSBX FI 0 15 15 30
BOND FUND
SHORT-TERM I SSBTX FI 0 0 15 15
BOND FUND
SHORT-TERM I SUSTX FI 0 0 15 15
U.S. TREASURY SECURITIES Fund
SHORT-TERM A STSFX E 0 15 15 30
U.S. TREASURY SECURITIES Fund
SMALL CAP A SCGIX E 35 25 0 60
GROWTH STOCK FUND
SMALL CAP I SSCTX E 35 0 0 35
GROWTH STOCK FUND
SMALL CAP A SASVX E 35 25 0 60
VALUE EQUITY FUND
SMALL CAP I SCETX E 35 0 0 35
VALUE EQUITY FUND
TOTAL A CBPSX FI 0 25 15 40
RETURN BOND FUND
TOTAL R SCBLX FI 0 50 10 60
RETURN BOND FUND
TOTAL I SAMFX FI 0 0 15 15
RETURN BOND FUND
U.S.
EQUITY 130/30 A SUEAX E 35 25 0 60
U.S.
EQUITY 130/30 I SUEIX E 35 0 0 35
U.S. A SCUSX FI 0 25 15 40
GOVERNMENT SECURITIES FUND
U.S. I SUGTX FI 0 0 15 15
GOVERNMENT SECURITIES FUND
U.S. I SIGVX FI 0 0 15 15
GOVERNMENT SECURITIES ULTRA-SHORT FUND
EXHIBIT B TO SERVICE AGREEMENT BY AND BETWEEN
AND RIDGEWORTH FUNDS
CONTACT INFORMATION
Intermediary: AMERICAN UNITED LIFE INSURANCE COMPANY
ADDRESS: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
CONTACT PERSON: ▇▇▇▇▇ ▇▇▇▇▇
PHONE ▇▇▇-▇▇▇-▇▇▇▇
EMAIL ▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
RIDGEWORTH FUNDS
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
EXHIBIT C TO SERVICE AGREEMENT BY AND BETWEEN AND RIDGEWORTH FUNDS
Confirmation Pursuant to NASD Notice to Members 03-50
As a selected dealer of the Shares of the above-referenced Funds, and pursuant
to the terms of our Service Agreement, we hereby certify to you that we will at
all times comply with (i) the provisions of our Service Agreement related to
compliance with all applicable rules and regulations; and (ii) the terms of each
registration statement and prospectus for the Funds.
We have performed a review of our internal controls and procedures to ensure
that such controls and procedures are adequate to (i) prevent the submission of
any order received after the deadline for submission of orders in each day that
are eligible for pricing at that day's net asset value per share ("NAV"); and
(ii) . prevent the purchase of Fund Shares by an individual or entity whose
stated objectives are not consistent with the stated policies of a Fund in
protecting the best interests of longer-term investors, particularly where such
customer-investor may be seeking market timing or arbitrage opportunities
through such purchase.
EXHIBIT D TO SERVICE AGREEMENT BY AND BETWEEN AND RIDGEWORTH FUNDS
Transactions through the NSCC
(a) The Trust and the Intermediary agree to process and settle transactions
pursuant to this Agreement through Fund/SERV, which is NSCC's mutual fund
settlement, entry, and registration verification system, and may agree to
exchange all Account information (other than order processing) through
Networking, which is NSCC's automated and centralized recordkeeping system,
based upon an agreed level of reporting control as may be made available by
NSCC.
(b) The Trust and the Intermediary agree to establish an electronic data link
through the NSCC system. The NSCC system will enable the Intermediary to
transmit Plan trade information, including purchase, redemption and exchange
instructions, as directed by Participants, to the Trust or the Funds and
likewise to receive trade and pricing information from the Funds. The parties
agree to payor arrange for payment of their respective NSCC costs.
(c) " Each party has received a copy of the NSCC system rules and processing
guidelines and agrees to abide by such rules and guidelines, as amended from
time to time, in order to perform their respective obligations under tnis
Agreement.
(d) On each Business Day, the Trust (or its transfer agent) shall accept and
effect changes on its records upon receipt of purchase, redemption, exchanges
and registration instructions from the Intermediary through the NSCC system
without supporting documents from the Plan Representative.
(e) Each party shall perform any and all duties, functions, procedures and
responsibilities established by the NSCC and shall maintain facilities,
equipment and personnel sufficient to perform the foregoing activities and to
otherwise comply with the terms of this Agreement and to comply with the
applicable NSCC rules and guidelines.
(f) Confirmed trades and any other information provided through the NSCC system
pursuant to this Agreement shall be accurate, complete and in a format
prescribed by the NSCC. Each party shall adopt, implement and maintain
procedures reasonably designed to ensure the accuracy of all transmissions
through the NSCC system, Each party shall be entitled to act on information and
transmissions received through the NSCC system that it reasonably believes to be
genuine.
(g) Processing errors which result from any delay or error caused by the
Intermediary may be adjusted according to the Funds' then current prospectus. In
the event adjustments are required to correct any error in the computation of
the net asset value of Fund shares, the Trust shall notify the Intermediary as
soon as practicable after discovering the need for those adjustments which
result in a reimbursement to an Account in accordance with such Fund's then
current policies on reimbursement. Notification may be made via facsimile or via
direct or indirect systems access. Any such notification shall be promptly
followed by a letter written on the Trust's letterhead stating, for each day on
which an error occurred, the incorrect price, the correct price, and, to the
extent communicated to the Fund's shareholders, the reason for the price change.
(h) Any information provided by the Trust to the Intermediary through the NSCC
system and pursuant to this Agreement shall be deemed to satisfy the delivery
obligations outlined by the Securities and Exchange Commission Rule 1 Ob-l 0
and, as such, the Trust has the informed consent of the Intermediary to suppress
delivery of information using paper media. The Intermediary will verify the
accuracy of confirmations of transactions and records received from the Trust
through the NSCC system
EXHIBIT E TO SERVICE AGREEMENT BY AND BETWEEN AND RIDGEWORTH FUNDS
RIDGEWORTH FUNDS RULE 22c-2 SHAREHOWER INFORMATION AGREEMENT
1. Agreement to Provide Information. Intermediary agrees to provide the Trust,
upon written request, the taxpayer identification number ("TIN"), the
Individual/International Taxpayer Identification Number ("ITIN"), or other
government-issued identifier (IOII"), if known, of any or all Shareholder(s) of
the account and the amount, date, name or other identifier of any investment
professional(s) associated with the Shareholder(s) or account (if known), and
transaction type (purchase, redemption, transfer, or exchange) of every
purchase, redemption, transfer, or exchange of Shares held through an account
maintained by the Intermediary during the period covered by the request.
1.1 Period Covered by Request. Requests must set forth a specific period, not to
exceed 180 days from the date of the request, for which transaction information
is sought. The Trust may request transaction information older than 180 days
from the date of the request as it deems necessary to investigate compliance
with policies established by the Trust for the purpose of eliminating or
reducing any dilution of the value of the outstanding shares issued by the
Trust.
1.2 Form and Timing of Response. Intermediary agrees to provide, promptly upon
request of the Trust or its designee, the requested information specified in
Section 1 above. If requested by the Trust or its designee, Intermediary agrees
to use best efforts to determine promptly whether any specific person about whom
it has received the identification and transaction information specified in
Section 1 is itself a financial intermediary ("indirect intermediary") and, upon
further request of the Trust or its -- .. -. designee, promptly either (i)
provide (or arrange to have provided) the information set forth in Section 1 for
those shareholders who hold an account with an indirect intermediary or (ii)
restrict or prohibit the indirect intermediary from purchasing, in nominee name
on behalf of other persons, securities issued by the Trust. Intermediary
additionally agrees to inform the Trust whether it plans to perform (i) or (ii).
Responses required by this paragraph must be communicated in writing and in a
format mutually agreed upon by the pal1ies. To the extent practicable, the
format for any transaction information provided to the Trust should be
consistent with the NSCC Standardized Data Reporting Format.
1.3 Limitations on Use of Information. The Trust agrees not to use the
information received for marketing or any other similar purpose without the
prior written consent of the Intermediary
2. Agreement to Restrict Trading. Intermediary agrees to execute written
instructions from the Trust to restrict or prohibit further purchases or
exchanges of Shares by a Shareholder who has been identified by the Trust as
having engaged in transactions of the Trust's Shares (directly or
indirectly through the Intermediary's account) that violate policies established
or utilized by the Trust for the purpose of eliminating or reducing any dilution
of the value of the outstanding Shares issued by the Trust.
2.1 Form of Instructions. Instructions to restrict or prohibit trading must
include the TIN, ITIN, or GII, if known, and the specific restriction(s) to be
executed. If the TIN, ITIN, or GII is not known, the instructions must include
an equivalent identifying number of the Shareholder(s) or account(s) or other
agreed upon information to which the instruction relates.
2.2 Timing of Response. Intermediary agrees to execute instructions from the
Trust to restrict or prohibit trading as soon as reasonably practicable, but not
later than five business days after receipt of the instructions by the
Intermediary.
2.3 Confirmation by Intermediary. Intermediary must provide written confirmation
to the Trust that instructions from the Trust to restrict or prohibit trading
have been executed. Intermediary agrees to provide confirmation as soon as
reasonably practicable, but not later than ten business days after the
instructions have been executed.
3. Definitions. For purposes of this Shareholder Information Agreement:
3.1 The term "Trust" includes each series of Ridge Worth Funds, except that the
term not does include any "excepted funds" as defined ,in Rule 22c-2 under the
▇▇▇▇ ▇▇▇.
3.2 The term "Shares" means the interests of Shareholders corresponding to the
redeemable securities of record issued by the Fund under the 1940 Act that are
held by the Intermediary.
3.3 The term "Shareholder" generally means the beneficial owner of Shares,
whether the Shares are held directly or by the Intermediary in nominee name. In
the case of a retirement plan, however, the term "Shareholder" means the plan
participant notwithstanding that the plan may be deemed to be the beneficial
owner of Shares. In the case of an insurance company separate account, the term
"Shareholder" means the holder of interests in a variable annuity or variable
life insurance contract issued by the Intermediary.
3.4 The term "written" includes electronic writings and facsimile transmissions
3.5 The terms "Intermediary" and "financial intermediary" shall mean a
"financial intermediary" as defined in Rule 22c-2 under the ▇▇▇▇ ▇▇▇.
3.6 The term "purchase" does not include the automatic reinvestment of
dividends.
3.7 The term "promptly" as used in Section 1.2 above shall mean as soon as
practicable but in no event later than ten (10) business days from the
Intermediary's receipt of the request for information from the Fund or its
designee.
4. Miscellaneous. Except as specifically set forth in this Shareholder
Information Agreement. all other provisions of the Agreement shall remain in
full force and effect. This Shareholder Information Agreement shall survive the
termination of the Agreement.