RidgeWorth Funds Sample Contracts

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EXHIBIT (D)(2) EXPENSE LIMITATION AGREEMENT AGREEMENT made as of the 1st day of August 2007 by and between STI Classic Funds (the "Trust"), a Massachusetts business trust, and Trusco Capital Management Inc. (the "Adviser"). The Adviser hereby agrees...
Expense Limitation Agreement • July 30th, 2007 • Sti Classic Funds

AGREEMENT made as of the 1st day of August 2007 by and between STI Classic Funds (the "Trust"), a Massachusetts business trust, and Trusco Capital Management Inc. (the "Adviser").

MASTER SERVICES AGREEMENT
Master Services Agreement • March 24th, 2006 • Sti Classic Funds
SUB-ADVISORY AGREEMENT BETWEEN OAK RIDGE INVESTMENTS, LLC AND CAPITAL INNOVATIONS, LLC
Sub-Advisory Agreement • May 1st, 2017 • Investment Managers Series Trust • Delaware

THIS SUB-ADVISORY AGREEMENT (the “Agreement”), dated as of _______________, 2017, is entered into by and between Oak Ridge Investments, LLC, a Delaware limited liability company, with its principal office and place of business at 10 S. LaSalle Street, Suite 1900, Chicago, IL 60603 (the “Advisor”), and Capital Innovations, LLC, a Delaware limited liability company, with its principal office and place of business at 325 Forest Grove Drive, Suite 100, Pewaukee, WI 53027 (the “Sub-advisor”).

EXHIBIT 12
Sti Classic Funds • January 14th, 2005
BY-LAWS OF
Sti Classic Funds • September 22nd, 2000
EX-99(H)(6) STI CLASSIC FUNDS SHAREHOLDER SERVICE PLAN AND AGREEMENT TRUST SHARES
Shareholder Service Plan and Agreement • September 28th, 2004 • Sti Classic Funds
INVESTMENT MANAGERS SERIES TRUST OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • May 1st, 2017 • Investment Managers Series Trust • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of June 30, 2017 by and between INVESTMENT MANAGERS SERIES TRUST, a Delaware statutory trust (the “Trust”), on behalf of its series listed in Appendix A, as amended from time to time (each a “Fund”), and the investment advisor of the Funds, Oak Ridge Investments, LLC (the “Advisor”).

RIDGEWORTH FUNDS INVESTMENT SUBADVISORY AGREEMENT BETWEEN RIDGEWORTH CAPITAL MANAGEMENT LLC & CAPITAL INNOVATIONS, LLC
Investment Subadvisory Agreement • July 29th, 2016 • RidgeWorth Funds • Massachusetts

This AGREEMENT made as of the 19th day of February, 2016, between RidgeWorth Capital Management LLC (the “Adviser”) and Capital Innovations, LLC (the “Subadviser”).

RIDGEWORTH FUNDS INVESTMENT SUBADVISORY AGREEMENT
Ridgeworth Funds Investment Subadvisory Agreement • July 29th, 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”).

ARTICLE I
Agreement and Plan of Reorganization • July 9th, 2004 • Sti Classic Funds • Maryland
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INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • February 12th, 2009 • RidgeWorth Funds • Massachusetts

This ADVISORY AGREEMENT made as of the 19th day of December 2008, between RidgeWorth Capital Management, Inc. (the “Adviser”) and Zevenbergen Capital Investments LLC (the “Subadviser”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • July 29th, 2008 • RidgeWorth Funds
Master Custodian Agreement
Master Custodian Agreement • May 27th, 2011 • RidgeWorth Funds • Massachusetts

This Agreement is made as of August 30, 2010 by and among each management investment company identified on Appendix A hereto (each such investment company and each management investment company made subject to this Agreement in accordance with Section 18.5 below, shall hereinafter be referred to as (the “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).

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”).

DISTRIBUTION AGREEMENT
Distribution Agreement • December 15th, 2008 • RidgeWorth Funds • Massachusetts

AGREEMENT made as of August 20, 2008 between RidgeWorth Funds (the “Trust”), a Massachusetts business trust having an office at 50 Hurt Plaza, Suite 1400, Atlanta, GA 30303, and RidgeWorth Distributors LLC (“Distributor”), having an office at 100 Summer Street, Boston, Massachusetts 02110.

SHAREHOLDER SERVICE PLAN AND AGREEMENT RidgeWorth Funds Corporate Trust Shares
Shareholder Service Plan and Agreement • May 29th, 2009 • 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.

RidgeWorth Funds 3333 Piedmont Road, Suite 1500 Atlanta, Georgia 30305
Investment Managers Series Trust • June 15th, 2017

This opinion is furnished to you pursuant to paragraph 8.5 of the Agreement and Plan of Reorganization (the “Agreement”), dated as of [ ], 2017, among RidgeWorth Funds, a Massachusetts business trust (the “Acquired Trust”), on behalf of RidgeWorth Capital Innovations Global Resources and Infrastructure Fund, a series thereof (the “Acquired Fund”), and Investment Managers Series Trust, a Delaware statutory trust (the “Acquiring Trust”), on behalf of Oak Ridge Global Resources & Infrastructure Fund, a series thereof (the “Acquiring Fund”). All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement. The Agreement contemplates (1) the transfer of all the assets of the Acquired Fund to the Acquiring Fund in exchange for (a) the issuance to the Acquired Fund of a number of shares of each class of Acquiring Fund Shares corresponding to an outstanding class or classes of Acquired Fund Shares, having an aggregate NAV equal to the aggregate NAV of the

FORM OF THIRD AMENDMENT TO MASTER SERVICES AGREEMENT
Master Services Agreement • January 17th, 2008 • Sti Classic Funds

AMENDMENT made as of the ___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 and August ___, 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.

DISTRIBUTION AGREEMENT
Distribution Agreement • July 29th, 2009 • RidgeWorth Funds • Massachusetts

AGREEMENT made as of March 31, 2009 between RidgeWorth Funds (the “Trust”), a Massachusetts business trust having an office at 50 Hurt Plaza, Suite 1400, Atlanta, GA 30303, and RidgeWorth Distributors LLC (“Distributor”), having an office at 10 High Street, Boston, Massachusetts 02110.

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • July 29th, 2010 • RidgeWorth Funds
TRANSFER AGENCY AND SERVICE AGREEMENT BETWEEN EACH OF THE RIDGE WORTH FUNDS, INDIVIDUALLY AND NOT JOINTLY, AS LISTED ON SCHEDULE A AND BOSTON FINANCIAL DATA SERVICES, INC.
Transfer Agency and Service Agreement • July 29th, 2011 • RidgeWorth Funds • Massachusetts

THIS AGREEMENT is made this 20th day of August, 2010, by and between EACH OF THE RIDGEWORTH FUNDS, INDIVIDUALLY AND NOT JOINTLY, as listed on Schedule A, each a Massachusetts business trust, (collectively, the “Funds” and individually, the “Fund”) and BOSTON FINANCIAL DATA SERVICES, INC., a Massachusetts corporation (the “Transfer Agent”) and shall be effective as of October 23, 2010 (the “Effective Date”).

FIRST AMENDMENT TO THE COMPLIANCE SERVICES AGREEMENT
The Compliance Services Agreement • July 29th, 2009 • 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”).

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