0000950152-09-001279 Sample Contracts

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”).

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FIRST AMENDMENT TO THE COMPLIANCE SERVICES AGREEMENT
The Compliance Services Agreement • February 12th, 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”).

AMENDMENT TO MASTER SERVICES AGREEMENT
Master Services Agreement • February 12th, 2009 • RidgeWorth Funds

AMENDMENT made as of the 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.

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • February 12th, 2009 • RidgeWorth Funds
AMENDED AND RESTATED SECURITIES LENDING MANAGEMENT AGREEMENT (Mutual Fund Lenders)
Securities Lending Management Agreement • February 12th, 2009 • RidgeWorth Funds • New York

AMENDED AND RESTATED SECURITIES LENDING MANAGEMENT AGREEMENT (this “Agreement”), dated as of January 16, 2009, by and between each of the entities listed on Annex B (each a “Lender”), Credit Suisse, New York Branch (“Manager”) and, solely with respect to Section 9 hereof, SunTrust Bank acting as custodian for Lender.

SHAREHOLDER SERVICE PLAN AND AGREEMENT RidgeWorth Funds Corporate Trust Shares
Shareholder Service Plan and Agreement • February 12th, 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.

AMENDMENT TO THE MASTER SERVICES AGREEMENT
The Master Services Agreement • February 12th, 2009 • 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”).

SECURITIES LENDING AMENDMENT TO CUSTODIAN AGREEMENT RIDGEWORTH FUNDS
Custodian Agreement Ridgeworth Funds • February 12th, 2009 • RidgeWorth Funds • Georgia
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