DISTRIBUTION AGREEMENT
EXHIBIT 99.(E)
AGREEMENT made as of March 31, 2009 between RidgeWorth Funds (the “Trust”), a Massachusetts
business trust having an office at 00 Xxxx Xxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, and RidgeWorth
Distributors LLC (“Distributor”), having an office at 00 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.
WHEREAS, the Trust is an open-end management investment company organized as a Massachusetts
business trust and registered with the Securities and Exchange Commission (the “Commission”) under
the Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS, Distributor is registered with the Commission as a broker-dealer under the Securities
Exchange Act of 1934, as amended (the “1934 Act”), and is a member of the Financial Industry
Regulatory Authority (“FINRA”) (the successor organization to the National Association of
Securities Dealers, Inc.); and
WHEREAS, it is intended that Distributor act as the distributor of the units of beneficial
interest (“Shares”) of each series of the Trust, as listed on Schedule A, and such series as are
hereafter created (all of the foregoing series individually referred to herein as a “Fund” and
collectively as the “Funds”).
NOW, THEREFORE, in consideration of the mutual promises and covenants herein set forth, the
parties agree as follows:
1. Services as Distributor.
1.1 Distributor will act as agent of the Trust on behalf of each Fund for the distribution of
the Shares covered by the registration statement of the Trust then in effect under the Securities
Act of 1933, as amended (the “Securities Act”) and the 1940 Act. As used in this Agreement, the
term “registration statement” shall mean the registration statement of the Trust and any amendments
thereto, then in effect, including Parts A (the Prospectus), B (the Statement of Additional
Information) and C of the registration statement, as filed on Form N-1A, or any successor thereto,
with the Commission, together with any amendments thereto. The term “Prospectus” shall mean the
then-current forms of Prospectus and Statement of Additional Information used by the Funds, in
accordance with the rules of the Commission, for delivery to shareholders and prospective
shareholders after the effective dates of the above-referenced registration statement together with
any amendments and supplements thereto. The Trust will notify Distributor in advance of any
proposed changes to Schedule A to this Agreement.
1.2 Consistent with the understanding between the Funds, the Funds’ investment adviser (the
“Adviser”) and the Distributor, the Distributor may solicit orders for the sale of the Shares and
may undertake such advertising and promotion as it believes reasonable in connection with such
solicitation. The Trust understands that Distributor is now and may in the future be the
distributor of the shares of many other
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investment companies or series, including investment companies having investment objectives
similar to those of the Trust. The Trust further understands that investors and potential
investors in the Trust may invest in shares of such other investment companies. The Trust agrees
that Distributor’s duties to such other investment companies shall not be deemed in conflict with
its duties to the Trust under this Section 1.2.
1.3 Consistent with the understanding between the Funds, the Adviser and the Distributor, and
subject to the last sentence of this Section 1.3, Distributor will engage in such activities set
forth on the schedules hereto or as otherwise agreed by the parties and may engage in such
activities as it deems appropriate in connection with the promotion and sale of the Shares, which
may include advertising, compensation of underwriters, dealers and sales personnel, the printing
and mailing of Prospectuses to prospective investors other than current shareholders, and the
printing and mailing of sales literature. Distributor may enter into dealer agreements and other
selling agreements with broker-dealers and other intermediaries; provided, however, that
Distributor shall have no obligation to make any payments to any third parties, whether as finder’s
fees, compensation or otherwise, unless (i) Distributor has received a corresponding payment from
the applicable Fund’s Distribution Plan (as defined in Section 2 of this Agreement), the Adviser or
from another source as may be permitted by applicable law, and (ii) such corresponding payment has
been approved by the Trust’s Board of Trustees.
1.4 In its capacity as distributor of the Shares, all activities of the Distributor and its
partners, agents, and employees shall comply with all applicable laws, rules and regulations,
including, without limitation, the 1940 Act, the 1934 Act, all applicable rules and regulations
promulgated by the Commission thereunder, all applicable rules and regulations adopted by any
securities association registered under the 1934 Act, and the laws governing the sale of securities
in the various states. The Distributor is registered under the 1934 Act with the SEC as a
broker-dealer, it is a member in good standing of the FINRA, it will abide by the rules and
regulations of the FINRA, and it will immediately notify the Trust if any regulatory actions are
instituted against it by the SEC or FINRA or its membership in the FINRA or registration with any
State is terminated or suspended.
1.5 Distributor will transmit any orders received by it for purchase or redemption of the
Shares to the transfer agent for the Funds, and may instruct dealers and other intermediaries to
transmit orders directly to the transfer agent.
1.6 Whenever in their judgment such action is warranted by unusual market, economic or
political conditions or by abnormal circumstance of any kind, the Trust’s officers may upon
reasonable notice instruct the Distributor to decline to accept any orders for or make any sales of
the Shares until such time as those officers deem it advisable to accept such orders and to make
such sales.
1.7 The Trust agrees to inform the Distributor from time to time of the states and other
jurisdictions in which a Fund or its administrator has registered or otherwise qualified shares for
sale, and the Trust agrees at its own expense to execute any and all documents and to furnish any
and all information and otherwise to take all actions that
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may be reasonably necessary in connection with the qualification of the Shares for sale in
such states as Distributor may designate.
1.8 The Trust shall furnish from time to time, for use in connection with the sale of the
Shares, such supplemental information with respect to the Funds and the Shares as Distributor may
reasonably request; and the Trust warrants that the statements contained in any such supplemental
information fairly show or represent what they purport to show or represent. The Trust shall also
furnish Distributor upon request with: (a) unaudited semi-annual statements of the Funds’ books
and accounts prepared by the Trust, (b) a monthly itemized list of the securities in the Funds, (c)
monthly balance sheets as soon as practicable after the end of each month, and (d) from time to
time such additional information regarding the financial condition of the Funds as Distributor may
reasonably request. Distributor is not authorized by the Trust to give any information or to make
any representations other than those contained in the Prospectus or in shareholder reports or other
material that may be prepared by or on behalf of the Trust for the Distributor’s use.
1.9 The Trust represents and warrants to Distributor that all registration statements, and
each Prospectus, filed by the Trust with the Commission under the Securities Act and the 1940 Act
shall be prepared in conformity with requirements of said Acts and rules and regulations of the
Commission thereunder. The registration statement and Prospectus shall contain all statements
required to be stated therein in conformity with said Acts and the rules and regulations of the
Commission thereunder, and all statements of fact contained in any such registration statement and
Prospectus are true and correct in all material respects. Furthermore, neither any registration
statement nor any Prospectus includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements therein not
misleading to a purchaser of the Shares. The foregoing representations and warranties shall
continue throughout the term of this Agreement and be deemed to be of a continuing nature,
applicable to all Shares distributed hereunder. The Trust may, but shall not be obligated to,
propose from time to time such amendment or amendments to any registration statement and such
supplement or supplements to any Prospectus as, in the light of future developments, the Trust may
deem necessary or advisable. If the Trust shall not propose any amendment or amendments and/or
supplement or supplements to correct any untrue statement or omission of a material fact required
to be stated therein or necessary to make the statements therein not misleading to a purchaser of
the Shares within fifteen days after receipt by the Trust of a written request from Distributor to
do so, Distributor may, at its option, terminate this Agreement. In such case, the Distributor
will be held harmless from, and indemnified by Trust for, any liability or loss resulting from the
failure to implement such amendment. The Trust shall not file any amendment to any registration
statement or supplement to any Prospectus without giving Distributor reasonable notice thereof in
advance; provided, however, that nothing contained in this Agreement shall in any way limit the
Trust’s right to file at any time such amendments to any registration statement and/or supplements
to any Prospectus, of whatever character, as the Trust may deem advisable, such right being in all
respects absolute and unconditional.
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1.10 The Trust may use, or may request Distributor to use, an electronic processing system
over the internet in which electronically transmitted orders are forwarded electronically for
processing under circumstances in which Distributor will not review the orders. Under such
circumstances, the Trust acknowledges and agrees that it will independently determine that any
third party used by the Trust to process orders is a satisfactory service provider and that the
Distributor’s review will not be necessary.
1.11 The Trust authorizes the Distributor and dealers to use any Prospectus in the form
furnished by the Trust from time to time in connection with the sale of the Shares.
1.12 The Distributor shall not be liable for any error of judgment or mistake of law or for
any loss suffered by the Trust in connection with the matters to which this Agreement relates,
except a loss resulting from willful misfeasance, bad faith or gross negligence on the
Distributor’s part in the performance of its duties, from reckless disregard by the Distributor of
its obligations and duties under this Agreement, or from the Distributor’s failure to comply with
laws, rules and regulations applicable to it in connection with its distribution of the Shares.
The Trust agrees to indemnify, defend and hold harmless the Distributor, its several officers and
employees, and any person who controls the Distributor within the meaning of Section 15 of the
Securities Act, from and against any and all claims, demands, liabilities and expenses (including
the reasonable cost of investigating or defending such claims, demands or liabilities and any
reasonable counsel fees incurred in connection therewith) which the Distributor, its officers and
employees, or any such controlling person, may incur (a) as the result of acting as distributor of
the Funds and entering into selling agreements, shareholder servicing agreements or similar
agreements with financial intermediaries on behalf of the Trust; (b) under the Securities Act or
under common law or otherwise, arising out of or based upon (i) any untrue statement, or alleged
untrue statement, of a material fact contained in any registration statement or any Prospectus,
(ii) any omission, or alleged omission, to state a material fact required to be stated in any
registration statement or any Prospectus or necessary to make the statements therein not misleading
or (iii) any Trust-related advertisement or sales literature, or other materials distributed to the
public that contains any untrue statement, or alleged untrue statement, of a material fact, or any
omission, or alleged omission, to state a material fact required to be stated therein to make the
statements therein not misleading, notwithstanding the exercise of reasonable care in the
preparation or review thereof by the Distributor; or (c) arising out of or based upon the
electronic processing of orders over the internet at the Trust’s request; provided, however, that
the Trust’s agreement to indemnify the Distributor, its officers or employees, and any such
controlling person shall not be construed to cover any claims, demands, liabilities or expenses
arising out of or based upon (a) any untrue statements, or alleged untrue statement, as are
contained in any registration statement, Prospectus, or Trust-related advertisement or sales
literature, or other materials distributed to the public, or any omission to state a material fact
required to be stated in such materials that would be necessary to make the information therein not
misleading to the extent that such untrue statement, alleged untrue statement, or omission was made
in reliance upon, and in conformity with, information furnished in writing to the Trust by or on
behalf of the Distributor provided the Distributor has reviewed any such registration statement,
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Prospectus, advertisement or sales literature, or other material prior to its use, or (b) the
willful misfeasance, bad faith or gross negligence of the Distributor in the performance of its
duties or the Distributor’s reckless disregard of its obligations and duties under this Agreement.
In the event of a formal legal action against the Distributor, its officers or employees, or
any such controlling person, the Distributor shall provide the Trust with written notice of the
action, identifying the persons against whom such action is brought, promptly following receipt of
service of the summons or other first legal process, and in any event within ten (10) days of such
receipt. The Trust will be entitled to assume the defense of any suit brought to enforce any such
claim, demand or liability if such defense shall be conducted by counsel of good standing chosen by
the Trust and approved by the Distributor, which approval shall not be unreasonably withheld. In
the event any such claim, demand or liability is not heard solely on an alleged misstatement,
omission or wrongful act on the Trust’s part, the Distributor shall have the right to participate
in the defense. In the event the Trust elects to assume the defense of any such suit and retain
counsel of good standing so approved by the Distributor, the Distributor and any other defendants
in such suit shall bear the fees and expenses of any additional counsel retained by them; but in
any case where the Trust does not elect to assume the defense of any such suit or in case the
Distributor reasonably withholds approval of counsel chosen by the Trust, the Trust will reimburse
the Distributor, its officers, employees, and controlling persons named as defendants in such suit,
for the reasonable fees and expenses of any counsel retained by them to the extent related to a
claim, demand, liability or expense covered under this Section 1.12. The Trust’s indemnification
agreement contained in this Section 1.12 shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of the Distributor, its officers and
employees, or any controlling person, and shall survive the delivery of any Shares.
1.13 The Distributor agrees to indemnify, defend and hold harmless the Trust, its several
officers and Trustees, and any person who controls the Trust within the meaning of Section 15 of
the Securities Act, from and against any and all claims, demands, liabilities and expenses
(including the reasonable costs of investigating or defending such claims, demands or liabilities
and any reasonable counsel fees incurred in connection therewith) which the Trust, its officers or
Trustees or any such controlling person may incur (a) under the Securities Act or under common law
or otherwise, arising out of or based upon any untrue statement, or alleged untrue statement, of a
material fact contained in any registration statement, Prospectus, or Trust-related advertisement
or sales literature, or other materials distributed to the public, or any omission to state a
material fact required to be stated in such materials that would be necessary to make the
information therein not misleading to the extent that such untrue statement, alleged untrue
statement, or omission was made in reliance upon, and in conformity with, information furnished in
writing to the Trust by or on behalf of the Distributor provided the Distributor has reviewed any
such registration statement, Prospectus, advertisement or sales literature, or other material prior
to its use, (b) the willful misfeasance, bad faith or gross negligence of the Distributor in the
performance of its duties, or the Distributor’s reckless disregard of its obligations and duties
under this Agreement, or (c) the Distributor’s failure to comply with laws applicable to it in
connection with its activities
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hereunder (other than in respect of Trust-related advertisements or sales literature that
fails to comply with applicable laws notwithstanding the exercise of reasonable care in the
preparation and review thereof by the Distributor).
In the event of a formal legal action against the Trust, its officers or Trustees, or any such
controlling person, the Trust shall provide the Distributor with written notice of the action,
identifying the persons against whom such action is brought, promptly following the receipt of
service of the summons or other first legal process, and in any event within ten (10) days of such
receipt. The Distributor will be entitled to assume the defense of any suit brought to enforce any
such claim, demand or liability if such defense shall be conducted by counsel of good standing
chosen by the Distributor and approved by the Trust, which approval shall not be unreasonably
withheld. In the event any such claim, demand or liability is not based solely on an alleged
misstatement, omission or wrongful act on the Distributor’s part, the Trust shall have the right to
participate in the defense. In the event the Distributor elects to assume the defense of any such
suit and retain counsel of good standing so approved by the Trust, the Trust and any other
defendants in such suit shall bear the fees and expenses of any additional counsel retained by any
of them; but in any case where the Distributor does not elect to assume the defense of any such
suit or in case the Trust reasonably withholds approval of counsel chosen by the Distributor, the
Distributor will reimburse the Trust, its officers, directors, employees and controlling persons
named as defendants in such suit, for the reasonable fees and expenses of any counsel retained by
the Trust or them to the extent related to a claim, demand, liability or expense covered under this
Section 1.13. The Distributor’s indemnification agreement contained in this Section 1.13 shall
remain operative and in full force and effect regardless of any investigation made by or on behalf
of the Trust, its officers and employees, or any controlling person, and shall survive the delivery
of any Shares.
1.14 No Shares shall be offered by either the Distributor or the Trust under any of the
provisions of this Agreement and no orders for the purchase or sale of Shares hereunder shall be
accepted by the Trust if and so long as the effectiveness of the registration statement then in
effect or any necessary amendments thereto shall be suspended under any of the provisions of the
Securities Act or if and so long as a current Prospectus as required by Section 10(b)(2) of said
Act is not on file with the Commission, provided, however, that nothing contained in this Section
1.14 shall in any way restrict or have an application to or bearing upon the Trust’s obligation to
repurchase Shares from a shareholder in accordance with the provisions of the Trust’s Prospectus,
Agreement and Declaration of Trust, or Bylaws.
1.15 The Trust agrees to advise the Distributor as soon as reasonably practical by a notice in
writing delivered to the Distributor:
(a) | of any request by the Commission for amendments to the registration statement or Prospectus then in effect or for additional information; | ||
(b) | in the event of the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or |
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Prospectus then in effect or the initiation by service of process on the Trust or any proceeding for that purpose; | |||
(c) | of the happening of any event that makes untrue any statement of a material fact made in the registration statement or Prospectus then in effect or which requires the making of a change in such registration statement or Prospectus in order to make the statements therein not misleading; and | ||
(d) | of any action of the Commission with respect to any amendment to any registration statement or Prospectus which may from time to time be filed with the Commission, which could reasonably be expected to have a material negative impact upon the offering of Shares. |
For purposes of this section, informal requests by or acts of the Staff of the Commission
shall not be deemed actions of or requests by the Commission unless they would reasonably be
expected to have a material negative impact upon the offering of Shares.
1.16 The Distributor agrees on behalf of itself and its officers and employees to treat
confidentiality and as proprietary information of the Trust all records and other information
relative to the Trust and its prior, present or potential shareholders, and not to use such records
and information for any purpose other than performance of its responsibilities and duties hereunder
except after prior notification to and approval in writing by the Trust, which approval shall not
be unreasonably withheld, but such approval shall not be required where the Distributor may be
exposed to civil or criminal liability for failure to disclose such information, when requested to
divulge such information by duly constituted authorities, or when so requested by the Trust.
2. Fee.
2.1 Attached as Schedule B to this Agreement are all plans of distribution under Rule 12b-1
under the 1940 Act approved by the Funds and in effect (collectively, the “Distribution Plan”).
The Funds will deliver to Distributor promptly after any changes thereto updated copies of the
Distribution Plan. For its services under this Agreement, the Distributor shall be compensated and
reimbursed for its expenses as set forth on Schedules C and D to this Agreement. If the Funds have
a Distribution Plan that permits and authorizes them to compensate and reimburse the Distributor
and required board approvals have been given, then the Funds shall be responsible for all such
compensation and reimbursements or such portions of it as have been permitted and authorized under
the Distribution Plan. If the Funds do not have a Distribution Plan that permits and authorizes
them to compensate and reimburse the Distributor in full, then the Distributor shall receive from
other sources consistent with applicable law and other written agreements any portions of owed
compensation and reimbursement not paid under the Distribution Plan. Except as provided by Rule
12b-1 under the 1940 Act and the terms of the Distribution Plan, as concerns continuation of the
Distribution Plan and
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termination of the Distribution Plan under certain circumstances, the relevant Fund’s
obligation to pay distribution fees to the Distributor, when applicable as provided in the
foregoing provisions of this Section 2, shall be absolute and unconditional and shall not be
subject to any dispute, offset, counterclaim or defense whatsoever.
2.2 If: (i) the Distributor properly receives fees from the Funds under the Distribution Plan,
other than for services rendered or expenses incurred, that the Distributor is not obligated to pay
to third party broker-dealers, plan administrators or others (“Retained Fees”), and (ii) the Funds
have authority under the Distribution Plan to pay for some or all of the Distributor’s services
under this Agreement (“Permitted Services”), then all of the Retained Fees will either be (a)
returned to the Funds and/or (b) credited against the compensation payable by the Funds to the
Distributor for Permitted Services.
3. Sale and Payment.
3.1 Shares of a Fund may be subject to a sales load and may be subject to the imposition of a
distribution fee pursuant to the Distribution Plans referred to above. To the extent that Shares
of a Fund are sold at an offering price which includes a sales load or subject to a contingent
deferred sales load with respect to certain redemptions (either within a single class of Shares or
pursuant to two or more classes of Shares), such Shares shall hereinafter be referred to
collectively as “Load Shares” (and in the case of Shares that are sold with a front-end sales load,
“Front-End Load Shares”, or Shares that are sold subject to a contingent deferred sales load, “CDSL
Shares”). Funds that issue Front-End Load Shares shall hereinafter be referred to collectively as
“Front-End Load Funds.” Funds that issue CDSL Shares shall hereinafter be referred to collectively
as “CDSL Funds.” Front-End Load Funds and CDSL Funds may individually or collectively be referred
as “Load Funds.” Under this Agreement, the following provisions shall apply with respect to the
sale of, and payment for, Load Shares.
3.2 The Distributor shall have the right to offer Load Shares at their net asset value and to
sell such Load Shares to the public against orders therefore at the applicable public offering
price, as defined in Section 4 hereof. The Distributor shall also have the right to sell Load
Shares to dealers against orders therefore at the public offering price less a concession
determined by the Distributor, which concession shall not exceed the amount of the sales charge or
underwriting discount, if any, referred to in Section 4 below.
3.3 Prior to the time of delivery of any Load Shares by a Load Fund to, or on the order of,
the Distributor, the Distributor shall pay or cause to be paid to the Load Fund or to its order an
amount in New York cleared funds equal to the applicable net asset value of such Shares. The
Distributor may retain so much of any sales charge or underwriting discount as is not allowed by
the Distributor as a concession to dealers.
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4. Public Offering Price.
The public offering price of a Load Share shall be the net asset value of such Load Share next
determined, plus any applicable sales charge, all as set forth in the current Prospectus of the
Load Fund. The net asset value of Load Shares shall be determined in accordance with the
Prospectus of the Load Fund.
5. Issuance of Shares.
The Trust reserves the right to issue, transfer or sell Load Shares at net asset values (a) in
connection with the merger or consolidation of the Trust or the Load Fund(s) with any other
investment company or the acquisition by the Trust or the Load Fund(s) of all or substantially all
of the assets or of the outstanding Shares of any other investment company; (b) in connection with
a pro rata distribution directly to the holders of Shares in the nature of a stock dividend or
split; (c) upon the exercise of subscription rights granted to the holders of Shares on a pro rata
basis; (d) in connection with the issuance of Load Shares pursuant to any exchange and reinvestment
privileges described in any then-current Prospectus of the Load Fund; and (e) otherwise in
accordance with any then-current Prospectus of the Load Fund.
6. Term, Duration and Termination.
This Agreement shall become effective with respect to each Fund as of the date first written
above (the “Effective Date”) (or, if a particular Fund is not in existence on such date, on the
earlier of the date an amendment to Schedule A to this Agreement relating to that Fund is executed
or the Distributor begins providing services under this Agreement with respect to such Fund) and,
unless sooner terminated as provided herein, shall continue until August 31, 2010. Thereafter, if
not terminated, this Agreement shall continue with respect to a particular Fund automatically for
successive one-year terms, provided that such continuance is specifically approved at least
annually (a) by the vote of a majority of those members of the Trust’s Board of Trustees who are
not parties to this Agreement or interested persons of any such party, cast in person at a meeting
for the purpose of voting on such approval and (b) by the vote of the Trust’s Board of Trustees or
the vote of a majority of the outstanding voting securities of such Fund. This Agreement is
terminable without penalty with sixty days’ prior written notice, by the Trust’s Board of Trustees,
by vote of a majority of the outstanding voting securities of the Trust, or by the Distributor.
This Agreement will also terminate automatically (a) in the event of its assignment or (b) if
Distributor is no longer registered with the Commission under the 1934 Act and a member of the
FINRA. (As used in this Agreement, the terms “majority of the outstanding voting securities,”
“interested persons” and “assignment” shall have the same meaning as ascribed to such terms in the
1940 Act.)
7. Limitation of Liability of the Trustees and Shareholders.
It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon
any of the Trustees, shareholders, nominees, officers, agents or employees of the Trust personally,
but shall bind only the trust property of the Trust as provided in
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the Trust’s Agreement and Declaration of Trust. The execution and delivery of this Agreement
have been authorized by the Trustees, and this Agreement has been signed and delivered by an
authorized officer of the Trust, acting as such, and neither such authorization by the Trustees nor
such execution and delivery by such officer shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall bind only the trust
property of the Trust as provided in the Trust’s Agreement and Declaration of Trust.
8. Privacy.
Nonpublic personal financial information relating to consumers or customers of the Funds
provided by, or at the direction of, the Trust to the Distributor, or collected or retained by the
Distributor to perform its duties as distributor, shall be considered confidential information.
The Distributor shall not disclose or otherwise use any nonpublic personal financial information
relating to present or former shareholders of the Funds other than for the purposes for which that
information was disclosed to the Distributor, including use under an exception in Rules 14 or 15 of
Securities and Exchange Commission Regulation S-P in the ordinary course of business to carry out
those purposes. The Distributor shall have in place and maintain physical, electronic and
procedural safeguards reasonably designed to protect the security, confidentiality and integrity
of, and to prevent unauthorized access to or use of, records and information relating to consumers
of the Funds. The Trust represents to the Distributor that it has adopted a Statement of its
privacy policies and practices as required by Securities and Exchange Commission Regulation S-P and
agrees to provide the Distributor with a copy of that statement annually.
9. Anti-Money Laundering Compliance.
9.1 Each of Distributor and the Trust acknowledges that it is a financial institution subject
to the USA Patriot Act of 2001 and the Bank Secrecy Act (collectively, the “AML Acts”), which
require, among other things, that financial institutions adopt compliance programs to guard against
money laundering. Each represents and warrants to the other that it is in compliance with and will
continue to comply with the AML Acts and applicable regulations in all relevant respects. The
Distributor shall also provide written notice to each person or entity with which it entered an
agreement prior to the date hereof with respect to sale of the Trust’s Shares, such notice
informing such person of anti-money laundering compliance obligations applicable to financial
institutions under applicable laws and, consequently, under applicable contractual provisions
requiring compliance with laws.
9.2 The Distributor shall include specific contractual provisions regarding anti-money
laundering compliance obligations in agreements entered into by the Distributor with any dealer
that is authorized to effect transactions in Shares of the Trust.
9.3 Each of Distributor and the Trust agrees that it will take such further steps, and
cooperate with the other as may be reasonably necessary, to facilitate compliance
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with the AML Acts, including but not limited to the provision of copies of its written
procedures, policies and controls related thereto (“AML Operations”). Distributor undertakes that
it will grant to the Trust, the Trust’s anti-money laundering compliance officer and regulatory
agencies, reasonable access to copies of Distributor’s AML Operations, books and records pertaining
to the Trust only. It is expressly understood and agreed that the Trust and the Trust’s compliance
officer shall have no access to any of Distributor’s AML Operations, books or records pertaining to
other clients of Distributor.
10. Notices.
Any notice provided hereunder shall be sufficiently given when sent by registered or certified
mail to the party required to be served with such notice at the following address: if to the
Trust, to it at 00 Xxxx Xxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 Attention: Xxxxx Xxxxxx, with copy to
the President of the Trust; and if to Distributor, to it at 00 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000, Attn: Chief Compliance Officer, with a copy to such other address as such party may from
time to time specify in writing to the other party pursuant to this Section.
11. Governing Law.
This Agreement shall be construed in accordance with the laws of the Commonwealth of
Massachusetts and the applicable provisions of the 1940 Act. To the extent that the applicable
laws of the Commonwealth of Massachusetts, or any of the provisions herein, conflict with the
applicable provisions of the 1940 Act, the latter shall control.
11. Prior Agreements.
This Agreement constitutes the complete agreement of the parties as to the subject matter
covered by this Agreement, and supersedes all prior negotiations, understandings and agreements
bearing upon the subject matter covered by this Agreement.
12. Amendments.
No amendment to this Agreement shall be valid unless made in writing and executed by both
parties hereto.
* * * * * *
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their
officers designated below as of the day and year first written above.
RIDGEWORTH FUNDS |
||||
By: | /s/ Xxxxx Xxxxx | |||
Name: | Xxxxx Xxxxx | |||
Title: | President & CEO | |||
RIDGEWORTH DISTRIBUTORS LLC |
||||
By: | /s/ Xxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Vice President |
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Funds
Aggressive Growth Stock Fund
Corporate Bond Fund (formerly Strategic Income Fund)
Emerging Growth Stock Fund
Georgia Tax-Exempt Bond Fund
High Grade Municipal Bond Fund
High Income Fund
Institutional Cash Management Money Market Fund
Institutional Municipal Cash Reserve Money Market Fund
Institutional U.S. Government Securities Money Market Fund
Institutional U.S. Treasury Securities Money Market Fund
Intermediate Bond FundInternational Equity Fund
International Equity Index Fund
International Equity 130/30 Fund
Investment Grade Bond Fund
Investment Grade Tax-Exempt Bond Fund
Large Cap Core Equity Fund
Large Cap Growth Stock Fund
Large Cap Quantitative Equity Fund
Large Cap Value Equity Fund
Life Vision Aggressive Growth Fund
Life Vision Conservative Fund
Life Vision Growth and Income Fund
Life Vision Moderate Growth Fund
Limited Duration Fund
Limited-Term Federal Mortgage Securities Fund
Maryland Municipal Bond Fund
Mid-Cap Core Equity Fund
Mid-Cap Value Equity Fund
North Carolina Tax-Exempt Bond Fund
Prime Quality Money Market Fund
Real Estate 130/30 Fund
Select Large Cap Growth Stock Fund
Seix Floating Rate High Income Fund
Seix Global Strategy Fund
Seix High Yield Fund
Short-Term Bond Fund
Short-Term U.S. Treasury Securities Fund
Small Cap Growth Stock Fund
Small Cap Value Equity Fund
Tax-Exempt Money Market Fund
Total Return Bond Fund
U.S. Equity 130/30 Fund
U.S. Government Securities Fund
Corporate Bond Fund (formerly Strategic Income Fund)
Emerging Growth Stock Fund
Georgia Tax-Exempt Bond Fund
High Grade Municipal Bond Fund
High Income Fund
Institutional Cash Management Money Market Fund
Institutional Municipal Cash Reserve Money Market Fund
Institutional U.S. Government Securities Money Market Fund
Institutional U.S. Treasury Securities Money Market Fund
Intermediate Bond FundInternational Equity Fund
International Equity Index Fund
International Equity 130/30 Fund
Investment Grade Bond Fund
Investment Grade Tax-Exempt Bond Fund
Large Cap Core Equity Fund
Large Cap Growth Stock Fund
Large Cap Quantitative Equity Fund
Large Cap Value Equity Fund
Life Vision Aggressive Growth Fund
Life Vision Conservative Fund
Life Vision Growth and Income Fund
Life Vision Moderate Growth Fund
Limited Duration Fund
Limited-Term Federal Mortgage Securities Fund
Maryland Municipal Bond Fund
Mid-Cap Core Equity Fund
Mid-Cap Value Equity Fund
North Carolina Tax-Exempt Bond Fund
Prime Quality Money Market Fund
Real Estate 130/30 Fund
Select Large Cap Growth Stock Fund
Seix Floating Rate High Income Fund
Seix Global Strategy Fund
Seix High Yield Fund
Short-Term Bond Fund
Short-Term U.S. Treasury Securities Fund
Small Cap Growth Stock Fund
Small Cap Value Equity Fund
Tax-Exempt Money Market Fund
Total Return Bond Fund
U.S. Equity 130/30 Fund
U.S. Government Securities Fund
13
U.S. Government Securities Money Market Fund
U.S. Government Securities Ultra-Short Bond Fund
U.S. Treasury Money Market Fund
Ultra-Short Bond Fund
Virginia Intermediate Municipal Bond Fund
Virginia Tax-Free Money Market Fund
U.S. Government Securities Ultra-Short Bond Fund
U.S. Treasury Money Market Fund
Ultra-Short Bond Fund
Virginia Intermediate Municipal Bond Fund
Virginia Tax-Free Money Market Fund
Revised May 29, 2009
14
SCHEDULE B
DISTRIBUTION PLAN
DISTRIBUTION AND SERVICE PLAN
A Shares
A Shares
WHEREAS, RidgeWorth Funds (the “Trust”) is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940, as amended (“1940 Act”); and
WHEREAS, the Trustees of the Trust have determined that there is a reasonable likelihood that
the following Distribution and Service Plan (the “Plan”) will benefit the Trust and the owners of
the A Shares of the portfolios (“Shareholders”) of the Trust;
NOW, THEREFORE, the Trustees of the Trust hereby adopt this Plan pursuant to Rule 12b-1 under
the 1940 Act and in accordance with the Trust’s Rule 18f-3 Multiple Class Plan:
Section 1. The Trust has adopted this Plan to enable the Trust to directly or
indirectly bear expenses related to (a) the distribution and sale of A Shares (collectively, the
“Shares”) of the portfolios of the Trust, as now in existence or hereinafter created from time to
time, (each a “Portfolio”), and (b) the shareholder servicing of such Shares.
Section 2. The Shares of each Portfolio are authorized to pay the principal
underwriter of the Shares (the “Distributor”) a total fee in connection with distribution-related
services and shareholder servicing provided in respect of such class, calculated and payable
monthly, at the annual rate set forth on Schedule A attached hereto.
Section 3. Distribution Activities.
(a) The fee paid pursuant to Section 2 may be used by the Distributor to provide initial and
ongoing sales compensation to its investment executives and to other broker-dealers in respect
of sales of Shares of the applicable Portfolios and to pay for other advertising and
promotional expenses in connection with the distribution of the Shares. These advertising and
promotional expenses include, by way of example but not way of limitation, costs of printing
and mailing prospectuses, statements of additional information and shareholder reports to
prospective investors; preparation and distribution of sales literature; advertising of any
type; an allocation of overhead and other expenses of the Distributor related to the
distribution of the Shares; and payments to, and expenses of, officers, employees or
representatives of the Distributor, of other broker-dealers, banks or other financial
institutions, and of any other persons who provide support services in connection with the
distribution of the Shares, including travel, entertainment, and telephone expenses.
15
(b) | Payments under this Plan are not tied exclusively to the expenses for distribution-related activities actually incurred by the Distributor, so that such payments may exceed expenses actually incurred by the Distributor. The Trust’s Board of Trustees will evaluate the appropriateness of the Plan and its payment terms on a continuing basis and in doing so will consider all relevant factors, including expenses borne by the Distributor and amounts it receives under the Plan. | |
(c) | The Trust’s investment adviser and the Distributor may, at their option and in their sole discretion, make payments from their own resources to cover costs of additional distribution. | |
Section 4. Shareholder Servicing Activities. | ||
(a) | A portion of the fee payable to the Distributor pursuant to Section 2 may be used by the Distributor to provide compensation for personal, ongoing servicing and/or maintenance of shareholder accounts with respect to the Shares of the applicable Portfolios, provided that the amount paid for such shareholder servicing activities does not exceed the amount set forth on Schedule A. Compensation may be paid by the Distributor, or any portion of the fee may be reallowed, to persons, including employees of the Distributor, and institutions who respond to inquiries of holders of the Shares regarding their ownership of Shares or their accounts with the Trust or who provide other administrative or accounting services not otherwise required to be provided by the Trust’s investment adviser, transfer agent, or other agent of the Trust. Notwithstanding the foregoing, if the National Association of Securities Dealers, Inc. (the “NASD”) adopts a definition of “service fee” for purposes of Section 26(d) of the NASD Rules of Fair Practice that differs from the definition of shareholder servicing activities in this paragraph, or if the NASD adopts a related definition intended to define the same concept, the definition of shareholder servicing activities in this paragraph shall be automatically amended, without further action of the parties, to conform to such NASD definition. | |
(b) | Payments under this Plan are not tied exclusively to the expenses for shareholder servicing activities actually incurred by the Distributor, so that such payments may exceed expenses actually incurred by the Distributor. The Trust’s Board of Trustees will evaluate the appropriateness of the Plan and its payment terms on a continuing basis and in doing so will consider all relevant factors, including expenses borne by the Distributor and amounts it receives under the Plan. | |
(c) | The Trust’s investment adviser and the Distributor may, at their option and in their sole discretion, make payments from their own resources to cover costs of additional shareholder servicing activities. |
Section 5. This Plan shall not take effect with respect to a Portfolio until it has
been approved together with any related agreements, by votes of the majority of both (i) the
Trustees of the Trust and (ii) the Qualified Trustees, cast in person at a Board of Trustees
meeting called for the purpose of voting on this Plan or such agreement.
Section 6. This Plan shall continue in effect for a period of more than one year
after it takes effect only for so long as such continuance is specifically approved at least
annually in the manner provided in Section 5 herein for the approval of this Plan.
Section 7. Any person authorized to direct the disposition of monies paid or payable
by the Trust pursuant to this Plan or any related agreement shall provide to the Trustees of the
Trust, at least quarterly, a written report of the amounts so expended and the purposes for which
such expenditures were made.
16
Section 8. This Plan may be terminated at any time with respect to a Portfolio by the
vote of a majority of the Qualified Trustees or by vote of a majority of the Portfolio’s
outstanding Shares.
Section 9. All agreements with any person relating to implementation of this Plan
shall be in writing, and any agreement related to this Plan shall provide (a) that such agreement
may be terminated at any time with respect to a Portfolio, without payment of any penalty, by the
vote of a majority of the Qualified Trustees or by the vote of shareholders holding a majority of
the Portfolio’s outstanding Shares, on not more than 60 days written notice to any other party to
the agreement; and (b) that such agreement shall terminate automatically in the event of its
assignment.
Section 10. This Plan may not be amended to increase materially the amount of
expenses permitted pursuant to Section 2 hereof without the approval of shareholders holding a
majority of the outstanding Shares of the applicable Portfolio, and all material amendments to this
Plan shall be approved in the manner provided in Section 5 herein for the approval of this Plan.
Section 11. As used in this Plan, (a) the term “Qualified Trustees” shall mean those
Trustees of the Trust who are not interested persons of the Trust, and have no direct or indirect
financial interest in the operation of this Plan or any agreements related to it, and (b) the terms
“assignment” and “interested person” shall have the respective meanings specified in the 1940 Act
and the rules and regulations thereunder, subject to such exemptions as may be granted by the
Securities and Exchange Commission.
Section 12. While this Plan is in effect, the selection and nomination of those
Trustees who are not interested persons of the Trust within the meaning of Section 2(a) (19) of the
1940 Act shall be committed to the discretion of the Trustees then in office who are not interested
persons of the Trust.
Section 13 This Plan shall not obligate the Trust or any other party to enter into an
agreement with any particular person.
Adopted May 17, 2005
Approved November 14, 2006
Revised March 31, 2008 — Name Change
Approved November 14, 2006
Revised March 31, 2008 — Name Change
17
SCHEDULE A
TO THE DISTRIBUTION AND SERVICE PLAN
CLASS A SHARES
TO THE DISTRIBUTION AND SERVICE PLAN
CLASS A SHARES
Pursuant to Section 2, the Trust shall pay the Distributor compensation at which is calculated
daily and paid monthly at an annual rate as set forth below.
Maximum | ||||||||
Shareholder | ||||||||
Portfolio | Fee | Services Fee | ||||||
Aggressive Growth Stock Fund |
.35 | % | .25 | % | ||||
Emerging Growth Stock Fund |
.35 | % | .25 | % | ||||
Corporate Bond Fund (formerly, Strategic Income
Fund) |
.35 | % | .25 | % | ||||
Georgia Tax Exempt Bond Fund |
.18 | % | .15 | % | ||||
High Grade Municipal Bond Fund |
.18 | % | .15 | % | ||||
High Income Fund |
.30 | % | .25 | % | ||||
Intermediate Bond Fund |
.25 | % | .25 | % | ||||
International Equity Fund |
.33 | % | .25 | % | ||||
International Equity Index Fund |
.35 | % | .25 | % | ||||
International Equity 130/30 Fund |
.35 | % | .25 | % | ||||
Investment Grade Bond Fund |
.35 | % | .25 | % | ||||
Investment Grade Tax-Exempt Bond Fund |
.35 | % | .25 | % | ||||
Large Cap Core Equity Fund |
.25 | % | .25 | % | ||||
Large Cap Growth Stock Fund |
.35 | % | .25 | % | ||||
Large Cap Quantitative Equity Fund |
.25 | % | .25 | % | ||||
Large Cap Value Equity Fund |
.33 | % | .25 | % | ||||
Life Vision Aggressive Growth Fund |
.35 | % | .25 | % | ||||
Life Vision Conservative Fund |
.35 | % | .25 | % | ||||
Life Vision Growth and Income Fund |
.35 | % | .25 | % | ||||
Life Vision Moderate Growth Fund |
.35 | % | .25 | % | ||||
Limited-Term Federal Mortgage Securities Fund |
.23 | % | .15 | % | ||||
Maryland Municipal Bond Fund |
.15 | % | .15 | % | ||||
Mid-Cap Core Equity Fund |
.35 | % | .25 | % | ||||
Mid-Cap Value Equity Fund |
.35 | % | .25 | % | ||||
North Carolina Tax-Exempt Bond Fund |
.15 | % | .15 | % | ||||
Prime Quality Money Market Fund |
.20 | % | .15 | % |
18
Maximum | ||||||||
Shareholder | ||||||||
Portfolio | Fee | Services Fee | ||||||
Real Estate 130/30 Fund |
.35 | % | .25 | % | ||||
Seix Floating Rate High Income Fund |
.35 | % | .25 | % | ||||
Seix Global Strategy Fund |
.35 | % | .25 | % | ||||
Seix High Yield Fund |
.25 | % | .25 | % | ||||
Select Large Cap Growth Fund |
.35 | % | .25 | % | ||||
Short-Term Bond Fund |
.23 | % | .15 | % | ||||
Short-Term U.S. Treasury Securities Fund |
.18 | % | .15 | % | ||||
Small Cap Growth Stock Fund |
.35 | % | .25 | % | ||||
Small Cap Value Equity Fund |
.33 | % | .25 | % | ||||
Tax-Exempt Money Market Fund |
.15 | % | .15 | % | ||||
Total Return Bond Fund (formerly, Core Bond Fund) |
.25 | % | .25 | % | ||||
U.S. Equity 130/30 Fund |
.35 | % | .25 | % | ||||
U.S. Government Securities Fund |
.35 | % | .25 | % | ||||
U.S. Government Securities Money Market Fund |
.17 | % | .15 | % | ||||
U.S. Treasury Money Market Fund |
.15 | % | .15 | % | ||||
Virginia Intermediate Municipal Bond Fund |
.15 | % | .15 | % | ||||
Virginia Tax-Free Money Market Fund |
.20 | % | .15 | % |
August 1, 2008
Revised May 29, 2009 (add Corporate Bond Fund, remove Life Vision Target Date Funds)
19
DISTRIBUTION AND SERVICE PLAN
B Shares
B Shares
WHEREAS, RidgeWorth Funds (the “Trust”) is engaged in business as an open-end management investment
company registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and
WHEREAS, the Trustees of the Trust have determined that there is a reasonable likelihood that this
Distribution and Service Plan (the “Plan”) will benefit the Trust and the owners of the B Shares of
the portfolios of the Trust, as now in existence or hereinafter created from time to time (each a
“Portfolio”).
NOW THEREFORE, the Trustees of the Trust hereby adopt this Plan pursuant to Rule 12b-1 under the
1940 Act.
SECTION 1. The Trust has adopted this Plan to enable the Trust to directly or indirectly bear
expenses relating to (a) the distribution and sale of B Shares (the “Shares”) of the Portfolios and
(b) the shareholder servicing of such Shares.
SECTION 2. Distribution Activities.
(a) The Shares of each Portfolio are authorized to pay the principal underwriter of the Shares (the
“Distributor”) a total fee in connection with distribution-related services provided in respect of
such class, calculated and payable monthly, at the annual rate of .75% of the value of the average
daily net assets of such class. The services rendered by the Distributor for which the Distributor
is entitled to receive this fee shall be deemed to have been completed at the time of the initial
purchase of the Shares taken into account in computing the fee.
(b) The fee paid pursuant to this Section 2 may be used by the Distributor to provide initial and
ongoing sales compensation to its investment executives and to other broker-dealers in respect of
sales of Shares of the applicable Portfolios and to pay for other advertising and promotional
expenses in connection with the distribution of the Shares. These advertising and promotional
expenses include, by way of example but not way of limitation, costs of printing and mailing
prospectuses, statements of additional information and shareholder reports to prospective
investors; preparation and distribution of sales literature; advertising of any type; an allocation
of overhead and other expenses of the Distributor related to the distribution of the Shares; and
payments to, and expenses of, officers, employees or representatives of the Distributor, of other
broker-dealers, banks or other financial institutions, and of any other persons who provide support
services in connection with the distribution of the Shares, including travel, entertainment, and
telephone expenses.
(c) Payments under this Section 2 of the Plan are not tied exclusively to the expenses for
distribution-related activities actually incurred by the Distributor, so that such payments may
exceed expenses actually incurred by the Distributor. The Trust’s Board of Trustees will evaluate
the appropriateness of the Plan and its payment terms on a continuing basis and in doing so will
consider all relevant factors, including expenses borne by the Distributor and amounts it receives
under the Plan.
(d) The Trust’s investment adviser and the Distributor may, at their option and in their sole
discretion, make payments from their own resources to cover costs of additional distribution.
20
(e) Notwithstanding anything to the contrary herein, the Distributor shall be paid the accrued fee
pursuant to this Section 2 regardless of the Distributor’s termination as principal underwriter of
the Shares or any termination of the Plan other than a complete termination of the Plan. In
addition, the Trust’s obligation to pay the fee to the Distributor shall be absolute and
unconditional and shall not be subject to any dispute, offset, counterclaim, or defense whatsoever.
SECTION 3. Shareholder Servicing Activities.
(a) In addition to the amounts set forth in Section 2 above, the Shares of each Portfolio are
authorized to pay the Distributor a fee in connection with the personal, ongoing servicing of
shareholder accounts of such Shares, calculated and payable monthly, at the annual rate of .25% of
the value of the average daily net assets of such class.
(b) The service fee payable to the Distributor pursuant to this Section 3 hereof may be used by the
Distributor to provide compensation for personal, ongoing servicing and/or maintenance of
shareholder accounts with respect to the Shares of the applicable Portfolios. Compensation may be
paid by the Distributor, or any portion of the fee may be reallowed, to persons, including
employees of the Distributor, and institutions who respond to inquiries of holders of the Shares
regarding their ownership of Shares or their accounts with the Trust or who provide other
administrative or accounting services not otherwise required to be provided by the Trust’s
investment adviser, transfer agent, or other agent of the Trust. Notwithstanding the foregoing, if
the National Association of Securities Dealers, Inc. (the “NASD”) adopts a definition of “service
fee” for purposes of Section 26(d) of the NASD Rules of Fair Practice that differs from the
definition of shareholder servicing activities in this paragraph, or if the NASD adopts a related
definition intended to define the same concept, the definition of shareholder servicing activities
in this paragraph shall be automatically amended, without further action of the parties, to conform
to such NASD definition.
(c) Payments under this Section of the Plan are not tied exclusively to the expenses for
shareholder servicing activities actually incurred by the Distributor, so that such payments may
exceed expenses actually incurred by the Distributor. The Trust’s Board of Trustees will evaluate
the appropriateness of the Plan and its payment terms on a continuing basis and in doing so will
consider all relevant factors, including expenses borne by the Distributor and amounts it receives
under the Plan.
(d) The Trust’s investment adviser and the Distributor may, at their option and in their sole
discretion, make payments from their own resources to cover costs of additional shareholder
servicing activities.
SECTION 4. This Plan shall not take effect with respect to a Portfolio until it has been approved
(a) by a vote of at least a majority of the outstanding voting securities of the Shares of such
Portfolio, if adopted after any public offering of the Shares or the sale of such Shares to persons
who are not affiliated with the Portfolio, affiliated persons of such persons, promoters of the
Portfolio, or affiliated persons of such promoters; and (b) together with any related agreements,
by votes of the majority of both (i) the Trustees of the Trust and (ii) the Qualified Trustees,
cast in person at a Board of Trustees meeting called for the purpose of voting on this Plan or such
agreement.
SECTION 5. This Plan shall continue in effect for a period of more than one year after its adoption
only so long as such continuance is specifically approved at least annually in the manner provided
in Section 4(b) herein for the approval of this Plan.
SECTION 6. Any person authorized to direct the disposition of monies paid or payable by the Trust
pursuant to this Plan or any related agreement shall provide to the Trustees of the Trust, at last
quarterly, a written report of the amounts so expended and the purposes for which such expenditures
were made.
SECTION 7. This Plan may be terminated at any time with respect to any Portfolio by the vote of a
majority of the Qualified Trustees or by a vote of a majority of the Portfolio’s outstanding
Shares.
21
SECTION 8. All agreements with any person relating to implementation of this Plan shall be in
writing, and any agreement related to this Plan shall provide (a) that such agreement may be
terminated at any time with respect to any Portfolio, without payment of any penalty, by the vote
of a majority of the Qualified Trustees or by the vote of shareholders holding a majority of the
Portfolio’s outstanding Shares, on not more than 60 days written notice to any other party to the
agreement; and (b) that such agreement shall terminate automatically in the event of its
assignment.
SECTION 9. This Plan may not be amended to increase materially the amount of distribution expenses
permitted pursuant to Section 2 hereof without the approval of shareholders holding a majority of
the outstanding Shares of the applicable Portfolio, and all material amendments to this Plan shall
be approved in the manner provided in Section 4(b) herein for the approval of this Plan.
SECTION 10. As used in this Plan, (a) the term “Qualified Trustees” shall mean those Trustees of
the Trust who are not interested persons of the Trust, and have no direct or indirect financial
interest in the operation of this Plan or any agreements related to it, and (b) the terms
“assignment” and “interested person” shall have the respective meanings specified in the 1940 Act
and the rules and regulations thereunder, subject to such exemptions as may be granted by the
Securities and Exchange Commission.
SECTION 11. While this Plan is in effect, the selection and nomination of those Trustees who are
not interested persons of the Trust within the meaning of Section 2(a)(19) of the 1940 Act shall be
committed to the discretion of the Trustees then in office who are not interested persons of the
Trust.
SECTION 12. This Plan shall not obligate the Trust or any other party to enter into an agreement
with any particular person.
Adopted February 11, 2003
Approved November 14, 2006
Revised March 31, 2008 — Name Change
Approved November 14, 2006
Revised March 31, 2008 — Name Change
22
DISTRIBUTION AND SERVICE PLAN
C Shares
C Shares
WHEREAS, The RidgeWorth Funds (the “Trust”) is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940, as amended (“1940 Act”); and
WHEREAS, the Trustees of the Trust have determined that there is a reasonable likelihood that
the following Distribution and Service Plan (the “Plan”) will benefit the Trust and the owners of
the C Shares of certain of the portfolios (the “Shareholders”) of the Trust.
NOW THEREFORE, the Trustees of the Trust hereby adopt this Plan pursuant to Rule 12b-1 under
the 1940 Act and in accordance with the Trust’s Rule 18f-3 Multiple Class Plan:
Section 1. The Trust has adopted this Plan to enable the Trust to directly or
indirectly bear expenses related to (a) the distribution and sale of C Shares of the portfolios of
the Trust, as now in existence or hereinafter created from time to time (each a “Portfolio”)
(collectively, the “Shares”), and (b) the shareholder servicing of such Shares.
Section 2. Distribution Activities.
(a) | The C Shares of each Portfolio, except the Prime Quality Money Market Fund, are authorized to pay the principal underwriter of the Shares (the “Distributor”) a total fee in connection with distribution-related services provided in respect of such class, calculated and payable monthly, at the annual rate of 0.75% of the value of the average daily net assets of such class. | |
(b) | The fee paid pursuant to this Section 2 may be used by the Distributor to provide initial and ongoing sales compensation to its investment executives and to other broker-dealers in respect of sales of Shares of the applicable Portfolios and to pay for other advertising and promotional expenses in connection with the distribution of the Shares. These advertising and promotional expenses include, by way of example but not way of limitation, costs of printing and mailing prospectuses, statements of additional information and shareholder reports to prospective investors; preparation and distribution of sales literature; advertising of any type; an allocation of overhead and other expenses of the Distributor related to the distribution of the Shares; and payments to, and expenses of, officers, employees or representatives of the Distributor, of other broker-dealers, banks or other financial institutions, and of any other persons who provide support services in connection with the distribution of the Shares, including travel, entertainment, and telephone expenses. | |
(c) | Payments under this Section of the Plan are not tied exclusively to the expenses for distribution-related activities actually incurred by the Distributor, so that such payments may exceed expenses actually incurred by the Distributor. The Trust’s Board of Trustees will evaluate the appropriateness of the Plan and its payment terms on a continuing basis and in doing so will consider all relevant factors, including expenses borne by the Distributor and amounts it receives under the Plan. | |
(d) | The Trust’s investment adviser and the Distributor may, at their option and in their sole discretion, make payments from their own resources to cover costs of additional distribution. |
Section 3. Shareholder Servicing Activities.
23
(a) | In addition to the amounts set forth in Section 2 above, the Shares of each Portfolio, except the Prime Quality Money Market Fund, are authorized to pay the Distributor a fee in connection with the personal, ongoing servicing of shareholder accounts of such Shares, calculated and payable monthly, at the annual rate of 0.25% of the value of the average daily net assets of such class. | |
(b) | The service fee payable to the Distributor pursuant to this Section 3 hereof may be used by the Distributor to provide compensation for personal, ongoing servicing and/or maintenance of shareholder accounts with respect to the Shares of the applicable Portfolios. Compensation may be paid by the Distributor, or any portion of the fee may be reallowed, to persons, including employees of the Distributor, and institutions who respond to inquiries of holders of the Shares regarding their ownership of Shares or their accounts with the Trust or who provide other administrative or accounting services not otherwise required to be provided by the Trust’s investment adviser, transfer agent, or other agent of the Trust. Notwithstanding the foregoing, if the National Association of Securities Dealers, Inc. (the “NASD”) adopts a definition of “service fee” for purposes of Section 26(d) of the NASD Rules of Fair Practice that differs from the definition of shareholder servicing activities in this paragraph, or if the NASD adopts a related definition intended to define the same concept, the definition of shareholder servicing activities in this paragraph shall be automatically amended, without further action of the parties, to conform to such NASD definition. | |
(c) | Payments under this Section of the Plan are not tied exclusively to the expenses for shareholder servicing activities actually incurred by the Distributor, so that such payments may exceed expenses actually incurred by the Distributor. The Trust’s Board of Trustees will evaluate the appropriateness of the Plan and its payment terms on a continuing basis and in doing so will consider all relevant factors, including expenses borne by the Distributor and amounts it receives under the Plan. | |
(d) | The Trust’s investment adviser and the Distributor may, at their option and in their sole discretion, make payments from their own resources to cover costs of additional shareholder servicing activities. |
Section 4. The Shares of the Prime Quality Money Market Fund are authorized to pay
the Distributor a total fee in connection with distribution-related services (as defined in Section
2) and/or shareholder servicing (as defined in Section 3), provided in respect of such class, at
the annual rate of 0.25% of the value of the average daily net assets of such class.
Section 5. This Plan shall not take effect with respect to a Portfolio until it has
been approved together with any related agreements, by votes of the majority of both (i) the
Trustees of the Trust and (ii) the Qualified Trustees, cast in person at a Board of Trustees
meeting called for the purpose of voting on this Plan or such agreement.
Section 6. This Plan shall continue in effect for a period of more than one year
after it takes effect only for so long as such continuance is specifically approved at least
annually in the manner provided in Section 5 herein for the approval of this Plan.
Section 7. Any person authorized to direct the disposition of monies paid or payable
by the Trust pursuant to this Plan or any related agreement shall provide to the Trustees of the
Trust, at last quarterly, a written report of the amounts so expended and the purposes for which
such expenditures were made.
Section 8. This Plan may be terminated at any time with respect to any Portfolio by
the vote of a majority of the Qualified Trustees or by a vote of a majority of the Portfolio’s
outstanding Shares.
24
Section 9. All agreements with any person relating to implementation of this Plan
shall be in writing, and any agreement related to this Plan shall provide (a) that such agreement
may be terminated at any time with respect to any Portfolio, without payment of any penalty, by the
vote of a majority of the Qualified Trustees or by the vote of shareholders holding a majority of
the Portfolio’s outstanding Shares, on not more than 60 days written notice to any other party to
the agreement; and (b) that such agreement shall terminate automatically in the event of its
assignment.
Section 10. This Plan may not be amended to increase materially the amount of
distribution expenses permitted pursuant to Section 2 and 4 hereof without the approval of
shareholders holding a majority of the outstanding Shares of the applicable Portfolio, and all
material amendments to this Plan shall be approved in the manner provided in Section 5 herein for
the approval of this Plan.
Section 11. As used in this Plan, (a) the term “Qualified Trustees” shall mean those
Trustees of the Trust who are not interested persons of the Trust, and have no direct or indirect
financial interest in the operation of this Plan or any agreements related to it, and (b) the terms
“assignment” and “interested person” shall have the respective meanings specified in the 1940 Act
and the rules and regulations thereunder, subject to such exemptions as may be granted by the SEC.
Section 12. While this Plan is in effect, the selection and nomination of those
Trustees who are not interested persons of the Trust within the meaning of Section 2(a)(19) of the
1940 Act shall be committed to the discretion of the Trustees then in office who are not interested
persons of the Trust.
Section 13. This Plan shall not obligate the Trust or any other party to enter into
an agreement with any particular person.
Adopted May 17, 2005
Approved November 14, 2006
Revised March 31, 2008 — Name Change
Revised November 20, 2008 — Prime Quality Money Market Fund, the Intermediate Bond Fund and the Total Return Bond Fund
Revised May 14, 2009 — Revised to reflect C Shares only
Approved November 14, 2006
Revised March 31, 2008 — Name Change
Revised November 20, 2008 — Prime Quality Money Market Fund, the Intermediate Bond Fund and the Total Return Bond Fund
Revised May 14, 2009 — Revised to reflect C Shares only
25
DISTRIBUTION AND SERVICE PLAN
R Shares with respect to certain Funds
R Shares with respect to certain Funds
WHEREAS, The RidgeWorth Funds (the “Trust”) is engaged in business as an open-end investment
company registered under the Investment Company Act of 1940, as amended (“1940 Act”); and
WHEREAS, the Trustees of the Trust have determined that there is a reasonable likelihood that
the following Distribution and Service Plan (the “Plan”) will benefit the Trust and the owners of
the R Shares of the certain of the portfolios (the “Shareholders”) of the Trust.
NOW THEREFORE, the Trustees of the Trust hereby adopt this Plan pursuant to Rule 12b-1 under
the 1940 Act and in accordance with the Trust’s Rule 18f-3 Multiple Class Plan:
Section 1. The Trust has adopted this Plan to enable the Trust to directly or
indirectly bear expenses related to (a) the distribution and sale of R Shares of certain of the
portfolios of the Trust, as now in existence or hereinafter created from time to time (each a
“Portfolio”) (collectively, the “Shares”), and (b) the shareholder servicing of such Shares.
Section 2. Distribution Activities.
(a) | The R Shares of each Portfolio, are authorized to pay the Distributor a total fee in connection with distribution-related services provided in respect of such class, calculated and payable monthly, at the annual rate of .25% of the value of the average daily net assets of such class. | |
(b) | The fee paid pursuant to this Section 2 may be used by the Distributor to provide initial and ongoing sales compensation to its investment executives and to other broker-dealers in respect of sales of Shares of the applicable Portfolios and to pay for other advertising and promotional expenses in connection with the distribution of the Shares. These advertising and promotional expenses include, by way of example but not way of limitation, costs of printing and mailing prospectuses, statements of additional information and shareholder reports to prospective investors; preparation and distribution of sales literature; advertising of any type; an allocation of overhead and other expenses of the Distributor related to the distribution of the Shares; and payments to, and expenses of, officers, employees or representatives of the Distributor, of other broker-dealers, banks or other financial institutions, and of any other persons who provide support services in connection with the distribution of the Shares, including travel, entertainment, and telephone expenses. | |
(c) | Payments under this Section of the Plan are not tied exclusively to the expenses for distribution-related activities actually incurred by the Distributor, so that such payments may exceed expenses actually incurred by the Distributor. The Trust’s Board of Trustees will evaluate the appropriateness of the Plan and its payment terms on a continuing basis and in doing so will consider all relevant factors, including expenses borne by the Distributor and amounts it receives under the Plan. | |
(d) | The Trust’s investment adviser and the Distributor may, at their option and in their sole discretion, make payments from their own resources to cover costs of additional distribution. |
Section 3. Shareholder Servicing Activities.
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(a) | In addition to the amounts set forth in Section 2 above, the Shares of each Portfolio, are authorized to pay the Distributor a fee in connection with the personal, ongoing servicing of shareholder accounts of such Shares, calculated and payable monthly, at the annual rate of 0.25% of the value of the average daily net assets of such class. | |
(b) | The service fee payable to the Distributor pursuant to this Section 3 hereof may be used by the Distributor to provide compensation for personal, ongoing servicing and/or maintenance of shareholder accounts with respect to the Shares of the applicable Portfolios. Compensation may be paid by the Distributor, or any portion of the fee may be reallowed, to persons, including employees of the Distributor, and institutions who respond to inquiries of holders of the Shares regarding their ownership of Shares or their accounts with the Trust or who provide other administrative or accounting services not otherwise required to be provided by the Trust’s investment adviser, transfer agent, or other agent of the Trust. Notwithstanding the foregoing, if the Financial Industry Regulatory Authority (FINRA) adopts a definition of “service fee” for purposes of Section 26(d) of FINRA Rules of Fair Practice that differs from the definition of shareholder servicing activities in this paragraph, or if FINRA adopts a related definition intended to define the same concept, the definition of shareholder servicing activities in this paragraph shall be automatically amended, without further action of the parties, to conform to such FINRA definition. | |
(c) | Payments under this Section of the Plan are not tied exclusively to the expenses for shareholder servicing activities actually incurred by the Distributor, so that such payments may exceed expenses actually incurred by the Distributor. The Trust’s Board of Trustees will evaluate the appropriateness of the Plan and its payment terms on a continuing basis and in doing so will consider all relevant factors, including expenses borne by the Distributor and amounts it receives under the Plan. | |
(d) | The Trust’s investment adviser and the Distributor may, at their option and in their sole discretion, make payments from their own resources to cover costs of additional shareholder servicing activities. |
Section 4. This Plan shall not take effect with respect to a Portfolio until it has
been approved together with any related agreements, by votes of the majority of both (i) the
Trustees of the Trust and (ii) the Qualified Trustees, cast in person at a Board of Trustees
meeting called for the purpose of voting on this Plan or such agreement.
Section 5. This Plan shall continue in effect for a period of more than one year
after it takes effect only for so long as such continuance is specifically approved at least
annually in the manner provided in Section 5 herein for the approval of this Plan.
Section 6. Any person authorized to direct the disposition of monies paid or payable
by the Trust pursuant to this Plan or any related agreement shall provide to the Trustees of the
Trust, at last quarterly, a written report of the amounts so expended and the purposes for which
such expenditures were made.
Section 7. This Plan may be terminated at any time with respect to any Portfolio by
the vote of a majority of the Qualified Trustees or by a vote of a majority of the Portfolio’s
outstanding Shares.
Section 8. All agreements with any person relating to implementation of this Plan
shall be in writing, and any agreement related to this Plan shall provide (a) that such agreement
may be terminated at any time with respect to any Portfolio, without payment of any penalty, by the
vote of a majority of the Qualified Trustees or by the vote of shareholders holding a majority of
the Portfolio’s outstanding Shares, on not more than 60 days written notice to any other party to
the agreement; and (b) that such agreement shall terminate automatically in the event of its
assignment.
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Section 9. This Plan may not be amended to increase materially the amount of
distribution expenses permitted pursuant to Section 2 and 4 hereof without the approval of
shareholders holding a majority of the outstanding Shares of the applicable Portfolio, and all
material amendments to this Plan shall be approved in the manner provided in Section 5 herein for
the approval of this Plan.
Section 10. As used in this Plan, (a) the term “Qualified Trustees” shall mean those
Trustees of the Trust who are not interested persons of the Trust, and have no direct or indirect
financial interest in the operation of this Plan or any agreements related to it, and (b) the terms
“assignment” and “interested person” shall have the respective meanings specified in the 1940 Act
and the rules and regulations thereunder, subject to such exemptions as may be granted by the SEC.
Section 11. While this Plan is in effect, the selection and nomination of those
Trustees who are not interested persons of the Trust within the meaning of Section 2(a)(19) of the
1940 Act shall be committed to the discretion of the Trustees then in office who are not interested
persons of the Trust.
Section 12. This Plan shall not obligate the Trust or any other party to enter into
an agreement with any particular person.
Adopted May 17, 2005
Approved November 14, 2006
Revised March 31, 2008 — Name Change
Revised November 20, 2008 — Prime Quality Money Market Fund, the Intermediate Bond Fund and the Total Return Bond Fund
Revised May 14, 2009 — Create stand-alone R Shares Plan
Approved November 14, 2006
Revised March 31, 2008 — Name Change
Revised November 20, 2008 — Prime Quality Money Market Fund, the Intermediate Bond Fund and the Total Return Bond Fund
Revised May 14, 2009 — Create stand-alone R Shares Plan
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SCHEDULE C
COMPENSATION OF THE DISTRIBUTOR
SALES LOADS (PAID THROUGH 12b-1 PLAN):
1. With respect to Class A Shares (i) that part of the sales charge which is retained by the
Distributor after reallowance of discounts to dealers as set forth, if required, in the
Registration Statement, including the Prospectus, filed with the SEC and in effect at the time of
the offering, as amended.
2. With respect to Class C Shares (i) that part of any front-end sales charge which is retained by
the Distributor after allowance of discounts to dealers as set forth, if required, in the
Registration Statement, including the Prospectus, filed with the SEC and in effect at the time of
the offering, as amended, and (ii) the contingent deferred sales charge payable with respect to
Class C Shares sold through the Distributor as set forth in the Registration Statement, including
the Prospectus, filed with the SEC and in effect at the time of sale of such Class C Shares.
3. With respect to Class I Shares, if any, the Distributor shall not be entitled to any
compensation.
4. With respect to any future Class of Shares, the Distributor shall be entitled to such
consideration as the Fund and the Distributor shall agree at the time such Class of Shares is
established.
DISTRIBUTION-RELATED FEES
One-time Fees | One-time | |
Setup Fee |
$59,000 | |
Recurring Fees | Rate | |
Fixed fee, based on a per Fund fee of $3,500, subject to a minimum annual fee payable of $172,000 | $3,500 per Fund per annum |
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OUT-OF-POCKET EXPENSES FOR DISTRIBUTION
Reasonable out-of-pocket expenses incurred by the Distributor in connection with activities
primarily intended to result in the sale of Shares, including, without limitation: annual financial
audit of the broker-dealer and associated costs (approximately $35,000), typesetting, printing and
distribution of Prospectuses and shareholder reports; production, printing, distribution and
placement of advertising and sales literature and materials; engagement of designers, free-xxxxx
writers and public relations firms; long-distance telephone charges; postage; overnight delivery
charges; record retention; travel, lodging and meals.
REGISTERED REPRESENTATIVE COMPLIANCE SERVICES FEES
• | $3,000 per year for each of the Reps; | ||
• | $2,500 for each Rep whose securities transactions require NASD Conduct Rule 3040 review; | ||
• | $2,500 for each separate Office of Supervisory Jurisdiction (“OSJ”) or branch office, above one; and, | ||
• | $1,000 for each non-branch location, above one. | ||
• | Once-only initial set up fee $2,000 |
OUT-OF-POCKET EXPENSES FOR REGISTERED REP SERVICES
Reasonable out-of-pocket expenses incurred by the Distributor in connection with registered
representative compliance services, including, without limitation: regulatory filing fees; sales
literature regulatory review fees; initial and ongoing FINRA and state Rep fees; FINRA testing
fees; compliance staff travel; communications; postage and delivery service fees; reproduction and
record storage fees; and allocated E&O Rep insurance premium.
12b-1 PAYMENTS
Attached to this Exhibit B are all plans of distribution under Rule 12b-1 under the 1940 Act
approved by the Funds and in effect (collectively, the “Distribution Plan”). If the Funds have a
Board approved Distribution Plan that authorizes them to compensate and reimburse the Distributor
for distribution services, then the Funds shall be responsible for all compensation and
reimbursements pursuant to this Agreement, or such portions thereof as are authorized under the
Distribution Plan.
INVESTMENT ADVISER PAYMENTS
The Funds’ investment adviser shall compensate and reimburse the Distributor for its provision
to the Funds of any distribution services for which the Funds are not authorized to compensate and
reimburse the Distributor.
Notes:
• | Fees will be calculated and payable monthly. | ||
• | All fees are subject to a CPI adjustment based on each contract anniversary. |
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SCHEDULE D
SPECIAL DISTRIBUTION SERVICES AND FEES
Services | Fees | |
1. Wholesaling Personnel Services
|
Wholesaling Personnel Services Fees | |
Wholesaling Personnel may be
external wholesalers and/or
internal wholesalers. Services include soliciting support of the Funds with selling broker dealers; participating in promotional meetings, presentations, conferences and other and forums; identifying high potential personnel of the Adviser and selling broker dealers; and assisting with mail solicitations and literature fulfillment. The Wholesaling Personnel Services described on this Schedule D will be provided only upon the written election of the Trust to receive such services. |
For each individual constituting the
Wholesaling Personnel employed by the
Distributor pursuant to this Agreement,
the Distributor shall receive annually
an amount equal to the sum of: (i) all compensation paid annually by the Distributor to the employee; plus (ii) a management oversight fee equal to: (a) if one to four Wholesaling Personnel
are employed, 30% of the salary
compensation and 5% of the bonus or
commission compensation, or
(b) if five or more Wholesaling
Personnel are employed, 25% of the
salary compensation and 5% of the bonus
or commission compensation;
plus(iii) 18% of the total compensation (covering costs of the Distributor’s employee benefits that are provided by the Distributor). In addition, the Distributor shall be reimbursed for all related costs to support, educate and train and maintain compliance oversight of Wholesaling Personnel and other personnel such as sales management, marketing and performance reporting personnel (including time and expenses, continuing education, seminars, rent, supplies, phone, computers, firm element, license, registration) Upon any termination of Wholesaling Personnel at the request of the Funds or upon termination of this Agreement by the Funds for any reason other than cause, the Distributor will be reimbursed its severance costs with respect to such terminated Wholesaling Personnel. |
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Expenses Applicable to Special Distribution Services
Except as expressly set forth above, out-of-pocket expenses incurred by Distributor in the
performance of the special distribution services set forth on this Schedule D are not included in
the above fees. Reimbursement of such out-of-pocket expenses will be mutually agreed upon by the
parties. Out-of-pocket expenses may include, without limitation:
• | reasonable travel and entertainment costs; | |
• | expenses incurred by the Distributor in qualifying, registering and maintaining the registration of the Distributor and each individual comprising Wholesaling Personnel as a registered representative of the Distributor under applicable federal and state laws and rules of the FINRA, e.g., CRD fees and state fees; | |
• | Sponsorships, Promotions, Sales Incentives; | |
• | any and all compensation to be paid to a third party as paying agent for distribution activities (platform fees, finders fees, sub-TA fees, 12b-1 pass thru, commissions, etc.); | |
• | costs and expenses incurred for telephone service, photocopying and office supplies; | |
• | advertising costs; | |
• | costs for printing, paper stock and costs of other materials, electronic transmission, courier, talent utilized in sales materials (e.g. models), design output, photostats, photography, and illustrations; | |
• | packaging, shipping, postage, and photocopies; and | |
• | taxes that are paid or payable by the Distributor or its affiliates in connection with its services hereunder, other than taxes customarily and actually imposed upon the income that the Distributor receives hereunder. |
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