0000950152-08-004114 Sample Contracts

RIDGEWORTH FUNDS INVESTMENT SUBADVISORY AGREEMENT
Ridgeworth Funds Investment Subadvisory Agreement • May 16th, 2008 • RidgeWorth Funds • Massachusetts

AGREEMENT made as of the 31st day of March, 2008, between RidgeWorth Capital Management, Inc. (the “Adviser”) and Seix Investment Advisors LLC (the “Subadviser”).

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EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • May 16th, 2008 • RidgeWorth Funds
INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • May 16th, 2008 • RidgeWorth Funds • Massachusetts

AGREEMENT made as of the 13th day of December, 2007, between Trusco Capital Management, Inc. (the “Adviser”) and Alpha Equity Management LLC (the “Subadviser”).

SHAREHOLDER SERVICE PLAN AND AGREEMENT RidgeWorth Funds Corporate Trust Shares
Shareholder Service Plan and Agreement • May 16th, 2008 • RidgeWorth Funds • Massachusetts

RidgeWorth 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 [ ] (“Intermediary”), 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. Intermediary 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.

DISTRIBUTION AGREEMENT
Distribution Agreement • May 16th, 2008 • RidgeWorth Funds • Massachusetts

AGREEMENT made as of September 1, 2007 between STI CLASSIC FUNDS (the “Trust”), a Massachusetts business trust having an office at 50 Hurt Plaza, Suite 1400, Atlanta, GA 30303, and Foreside Distribution Services, L.P. (“Distributor”), having an office at 100 Summer Street, Boston, Massachusetts 02110.

FIRST AMENDMENT TO THE CUSTODIAN AGREEMENT BY AND AMONG STI CLASSIC FUNDS, STI CLASSIC VARIABLE TRUST AND BROWN BROTHERS HARRIMAN & CO.
The Custodian Agreement • May 16th, 2008 • RidgeWorth Funds

Amendment made as of March 31, 2008 to the Custodian Agreement dated as of January 29, 2003 (the “Agreement”), by and between STI Classic Funds and the STI Classic Variable Trust (each a “Fund” and together the “Funds”) and Brown Brothers Harriman & Co. (“BBH” or the “Custodian”).

FIRST AMENDMENT TO THE COMPLIANCE SERVICES AGREEMENT
The Compliance Services Agreement • May 16th, 2008 • RidgeWorth Funds

This first amendment made as of May 1, 2008 to the Compliance Services Agreement dated as of October 1, 2004 (the “Agreement”), by and among the STI Classic Funds, the STI Classic Variable Trust , each a Massachusetts business trust (each a “Trust”) and BISYS Fund Services Ohio, Inc., an Ohio corporation (“BISYS”).

FIRST AMENDMENT TO THE INVESTMENT SUBADVISORY AGREEMENT BY AND BETWEEN TRUSCO CAPITAL MANAGEMENT, INC. AND ZEVENBERGEN CAPITAL INVESTMENTS LLC
Investment Subadvisory Agreement • May 16th, 2008 • RidgeWorth Funds

Amendment as of April 1, 2008 to the Investment Subadvisory Agreement dated as of November 19, 2004 (the “Agreement”), by and between the Trusco Capital Management, Inc. (the “Adviser”) and Zevenbergen Capital Investments LLC (the “Subadviser”).

AMENDMENT TO THE CUSTODY AGREEMENT BY AND BETWEEN STI CLASSIC FUNDS AND SUNTRUST BANK
Custody Agreement • May 16th, 2008 • RidgeWorth Funds

Amendment made as of March 31, 2008 to the Custody Agreement dated as of February 1, 1994 (the “Agreement”), by and between STI Classic Funds (the “Trust”) and SunTrust Bank (formerly Trust Company Bank) (the “Bank”).

STI CLASSIC FUNDS AMENDMENT NO. 1 TO THE DECLARATION OF TRUST
RidgeWorth Funds • May 16th, 2008

WHEREAS, Article IX (Miscellaneous), Section 7 (Amendments) of the Agreement and Declaration of Trust, dated January 15, 1992, (the “Agreement”) of the STI Classic Funds (the “Trust”) provides that the Agreement may be amended for the purposes of changing the name of the Trust by an instrument signed by a majority of the then Board of Trustees of the Trust.

AMENDMENT TO MASTER SERVICES AGREEMENT
Master Services Agreement • May 16th, 2008 • RidgeWorth Funds

AMENDMENT made as of the ___ day of May, 2008, 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 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 THE MASTER SERVICES AGREEMENT
Master Services Agreement • May 16th, 2008 • RidgeWorth Funds

Amendment made as of April 1, 2008 to the Master Services Agreement dated as of July 14, 2004, as amended (the “Agreement”), by and between the STI Classic Funds, a Massachusetts business trust (the “Trust”) and BISYS Fund Services Ohio, Inc., an Ohio corporation (the “Administrator”).

FIRST AMENDMENT TO THE DISTRIBUTION AGREEMENT
The Distribution Agreement • May 16th, 2008 • RidgeWorth Funds

Amendment made as of April 1, 2008 to the Distribution Agreement dated as of September 1, 2007 (the “Agreement”), by and between the STI Classic Funds and Foreside Distribution Services, L.P. (the “Distributor”).

FIRST AMENDMENT TO THE INVESTMENT SUBADVISORY AGREEMENT BY AND BETWEEN TRUSCO CAPITAL MANAGEMENT, INC. AND ALPHA EQUITY MANAGEMENT LLC
Investment Subadvisory Agreement • May 16th, 2008 • RidgeWorth Funds

Amendment as of April 1, 2008 to the Investment Subadvisory Agreement dated as of December 13, 2007 (the “Agreement”), by and between the Trusco Capital Management, Inc. (the “Adviser”) and Alpha Equity Management LLC (the “Subadviser”).

AMENDMENT TO MASTER SERVICES AGREEMENT
Master Services Agreement • May 16th, 2008 • RidgeWorth Funds

This Amendment, dated as of May 15, 2007 (the “Amendment”), amends the Master Services Agreement between STI Classic Funds, a Massachusetts business trust (the “Trust”), and Citi Fund Services Ohio, Inc., formerly known as BISYS Fund Services Ohio, Inc., an Ohio corporation (“Citi”), dated July 16, 2004, which was amended by an amendment dated November 18, 2005 (as amended and in effect as of 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 16th, 2008 • RidgeWorth Funds

AMENDMENT made as of the 21 day of August, 2007, between 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 and July 1, 2007, 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.

FIRST AMENDMENT TO THE AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BY AND BETWEEN STI CLASSIC FUNDS AND TRUSCO CAPITAL MANAGEMENT, INC.
Investment Advisory Agreement • May 16th, 2008 • RidgeWorth Funds

Amendment as of April 1, 2008 to the Amended and Restated Investment Advisory Agreement dated as of November 14, 2006 (the “Agreement”), by and between the STI Classic Funds (the “Trust”) and Trusco Capital Management, Inc. (the “Adviser”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • May 16th, 2008 • RidgeWorth Funds
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