0000950123-10-054158 Sample Contracts

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • May 28th, 2010 • RidgeWorth Funds
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SHAREHOLDER SERVICE PLAN AND AGREEMENT STI Classic Funds Corporate Trust Shares
Shareholder Service Plan and Agreement • May 28th, 2010 • RidgeWorth Funds • Massachusetts

STI Classic Funds (the “Trust”) is an open-end investment company registered under the Investment Company Act of 1940, as amended, and currently consisting of a number of separately managed portfolios (each a “Fund,” and collectively, the “Funds”). The Trust desires to retain SunTrust Bank (“SunTrust”), to itself provide, or to compensate service providers who themselves provide, the services described herein to clients (the “Clients”) who from time to time beneficially own Corporate Trust shares (“Shares”) of any Fund of the Trust. SunTrust is willing to itself provide, or to compensate service providers for providing, such shareholder services in accordance with the terms and conditions of this Agreement.

AMENDMENT TO MASTER SERVICES AGREEMENT
Master Services Agreement • May 28th, 2010 • RidgeWorth Funds

AMENDMENT made as of the 16th day of January, 2009, between RIDGEWORTH FUNDS, formerly known as STI Classic Funds, a Massachusetts business trust (the “Trust”) and CITI FUND SERVICES OHIO, INC., an Ohio corporation, formerly known as BISYS Fund Services Ohio, Inc. (“Citi”), to that certain Master Services Agreement, dated July 16, 2004, between the Trust and Citi (as amended pursuant to amendments dated November 18, 2005, May 15, 2007, July 1, 2007, August 21, 2007, May 20, 2008 and as in effect on the date hereof, the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

AMENDMENT TO MASTER SERVICES AGREEMENT
Master Services Agreement • May 28th, 2010 • RidgeWorth Funds

AMENDMENT made as of the 20th day of May, 2009, between RIDGEWORTH FUNDS (formerly STI Classic Funds, a Massachusetts business trust (the “Trust”) and CITI FUND SERVICES OHIO, INC., an Ohio corporation, formerly known as BISYS Fund Services Ohio Inc. (“Citi”), to that certain Master Services Agreement, dated July 16, 2004, between the Trust and Citi (as amended pursuant to amendments dated November 18, 2005, May 15, 2007, July 1, 2007, August 21, 2007, May 20, 2008 and as in effect on the date hereof, the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

SHAREHOLDER SERVICE FEE ALLOCATION AGREEMENT
Shareholder Service Fee Allocation Agreement • May 28th, 2010 • RidgeWorth Funds • Georgia

THIS AGREEMENT is entered into as of August 1, 2009, by and between RidgeWorth Funds (the “Trust”) and RidgeWorth Capital Management, Inc. (“RidgeWorth”), the Trust’s investment adviser.

AMENDMENT TO CUSTODIAN AGREEMENT
Custodian Agreement • May 28th, 2010 • RidgeWorth Funds

THIS AMENDMENT to the Custodian Agreement between RidgeWorth Funds, formerly known as STI Classic Funds (the “Trust”), a Massachusetts business trust, and SunTrust Bank, formerly known as Trust Company Bank (the “Custodian” or the “Bank”), is made effective as of the 1st day of October, 2009.

FIRST AMENDMENT TO RIDGEWORTH FUNDS DISTRIBUTION AGREEMENT
Distribution Agreement • May 28th, 2010 • RidgeWorth Funds • Massachusetts

This First Amendment (the “Amendment”) to the Distribution Agreement (the “Agreement”) dated as of March 31, 2009 between RidgeWorth Funds (the “Trust”) and RidgeWorth Distributors LLC (“Distributor”) is effective as of August 1, 2009 (the “Effective Date”).

FIRST AMENDMENT TO THE SHAREHOLDER SERVICE PLAN AND AGREEMENT
Shareholder Service Plan and Agreement • May 28th, 2010 • RidgeWorth Funds

Amendment made as of March 31, 2008 to the Shareholder Service Plan and Agreement dated as of June 1, 1999 (the “Agreement”), by and between STI Classic Funds (the “Trust”) and SunTrust Bank (“SunTrust”).

FIRST AMENDMENT TO AMENDED AND RESTATED SECURITIES LENDING MANAGEMENT AGREEMENT
Securities Lending Management Agreement • May 28th, 2010 • RidgeWorth Funds • New York

First Amendment dated as of March 4, 2009 (the “Amendment”) to the Amended and Restated Securities Lending Management Agreement dated as of January 16, 2009 (the “Agreement”) by and between each of the entities on Annex B and Credit Suisse, New York Branch.

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