0001193125-14-286425 Sample Contracts

RIDGEWORTH FUNDS INVESTMENT SUBADVISORY AGREEMENT BETWEEN RIDGEWORTH CAPITAL MANAGEMENT LLC AND SILVANT CAPITAL MANAGEMENT LLC
Investment Subadvisory Agreement • July 30th, 2014 • RidgeWorth Funds • Massachusetts

AGREEMENT made as of the 30th day of May, 2014, between RidgeWorth Capital Management LLC (the “Adviser”) and Silvant Capital Management LLC (the “Subadviser”).

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SECOND AMENDMENT TO AMENDED AND RESTATED SECURITIES LENDING MANAGEMENT AGREEMENT
Securities Lending Management Agreement • July 30th, 2014 • RidgeWorth Funds • New York

Second Amendment dated as of July 2, 2010 (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 AG, New York Branch (f/k/a Credit Suisse, New York Branch).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • July 30th, 2014 • RidgeWorth Funds

EXPENSE LIMITATION AGREEMENT made as of the 1st day of August 2014 by and between RidgeWorth Funds (the “Trust”), a Massachusetts business trust, RidgeWorth Capital Management LLC (the “Adviser”) and each investment subadviser listed on Schedule B (“Sub-Adviser”) with respect to the series of the Trust (the “Funds”) set forth on Schedule A.

AMENDMENT To Transfer Agency and Service Agreement Between RidgeWorth Funds And Boston Financial Data Services, Inc.
Transfer Agency and Service Agreement • July 30th, 2014 • RidgeWorth Funds

This Amendment is made this 27th day of February, 2013, between Boston Financial Data Services, Inc. (the “Transfer Agent”) and each series of RidgeWorth Funds, individually and not jointly, as listed on Schedule A (collectively, the “Funds” and individually, the “Fund”) to the Transfer Agency and Service Agreement dated August 20, 2010, as amended (the “Agreement”). In accordance with Section 16.1 (Amendment) of the Agreement, the parties desire to further amend the Agreement as set forth herein.

ADDENDUM To Transfer Agency and Service Agreement between Ridgeworth Funds and Boston Financial Data Services, Inc.
Transfer Agency and Service Agreement • July 30th, 2014 • RidgeWorth Funds

This Addendum (“Addendum”), is made as of April 29, 2014, (the “Addendum Effective Date”), by and between Boston Financial Data Services, Inc., (the “Transfer Agent”) and Each of the Ridgeworth Funds, individually and not jointly, as listed on Schedule A (the “Fund” or “Funds”) to the Transfer Agency and Service Agreement dated August 20, 2010, (the “Agreement”).

INVESTMENT ADVISORY AGREEMENT BETWEEN RIDGEWORTH FUNDS AND RIDGEWORTH CAPITAL MANAGEMENT LLC
Investment Advisory Agreement • July 30th, 2014 • RidgeWorth Funds • Massachusetts

AGREEMENT made this 30th day of May, 2014, by and between RidgeWorth Funds, a Massachusetts business trust (the “Trust”), and RidgeWorth Capital Management LLC (the “Adviser”).

FOURTH AMENDMENT TO AMENDED AND RESTATED SECURITIES LENDING MANAGEMENT AGREEMENT
Securities Lending Management Agreement • July 30th, 2014 • RidgeWorth Funds • New York

Fourth Amendment dated as of December 7, 2010 (the “Amendment”) to the Amended and Restated Securities Lending Management Agreement dated as of January 16, 2009, as amended (the “Agreement”) by and between each of the entities on Annex B to the Agreement and Credit Suisse AG, New York Branch (f/k/a Credit Suisse, New York Branch).

RidgeWorth Funds Atlanta, GA 30305
Master Custodian Agreement • July 30th, 2014 • RidgeWorth Funds

Reference is made to the Master Custodian Agreement by and among each management investment company identified on Appendix A thereto (the “Fund”) on behalf of each of its series identified on Appendix A thereto (collectively, the “Portfolios”) and State Street Bank and Trust Company (the “Custodian”) dated as of August 30, 2010 (the “Agreement”).

FIFTH AMENDMENT TO AMENDED AND RESTATED SECURITIES LENDING MANAGEMENT AGREEMENT
Securities Lending Management Agreement • July 30th, 2014 • RidgeWorth Funds • New York

Fifth Amendment dated as of June 4, 2013 (the “Amendment”) to the Amended and Restated Securities Lending Management Agreement dated as of January 16, 2009, as amended (the “Agreement”) by and between each of the entities on Annex B to the Agreement and Credit Suisse AG, New York Branch (f/k/a Credit Suisse, New York Branch).

FUND SERVICES AGREEMENT
Fund Services Agreement • July 30th, 2014 • RidgeWorth Funds • Massachusetts

AGREEMENT made as of May 30, 2014, by and between RidgeWorth Capital Management LLC (“RidgeWorth”) and RidgeWorth Funds, a Massachusetts business trust (the “Trust”), on behalf of each current and future series of the Trust (each, a “Fund”).

RIDGEWORTH FUNDS AMENDMENT NO. 2 TO THE DECLARATION OF TRUST
Amendment to the Declaration of Trust • July 30th, 2014 • RidgeWorth Funds

Amendment No. 2 to the Agreement and Declaration of Trust dated January 15, 1992 made at Boston, Massachusetts, as of this 17th day of July, 2014.

THIRD AMENDMENT TO AMENDED AND RESTATED SECURITIES LENDING MANAGEMENT AGREEMENT
Securities Lending Management Agreement • July 30th, 2014 • RidgeWorth Funds • New York

Third Amendment dated as of August 30, 2010 (the “Amendment”) to the Amended and Restated Securities Lending Management Agreement dated as of January 16, 2009, as amended (the “Agreement”) by and between each of the entities on Annex B to the Agreement and Credit Suisse AG, New York Branch (f/k/a Credit Suisse, New York Branch).

RidgeWorth Funds Atlanta, GA 30305
Administration Agreement • July 30th, 2014 • RidgeWorth Funds

Reference is made to the Administration Agreement between RidgeWorth Funds (the “Trust”) and State Street Bank and Trust Company (the “Administrator”) dated as of August 30, 2010 (the “Agreement”).

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