485APOS

AS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON MAY 28, 2010

File No. 033-45671
File No. 811-06557

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933	o
POST-EFFECTIVE AMENDMENT NO. 81	þ
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940	o
AMENDMENT NO. 83	þ

RIDGEWORTH FUNDS (formerly, STI Classic Funds)

(Exact Name of Registrant as Specified in Charter)

155 Federal Street, Suite 700
Boston, Massachusetts 02110

(Address of Principal Executive Offices, Zip Code)

Registrant’s Telephone Number, including Area Code: 1-888-784-3863

Julia R. Short, President
RidgeWorth Funds
50 Hurt Plaza
Suite 1400
Atlanta, GA 30303

(Name and Address of Agent for Service)

Copies to:

Richard W. Grant, Esquire	W. John McGuire, Esquire	Jennifer English
Morgan, Lewis & Bockius LLP	Morgan, Lewis & Bockius LLP	Senior Vice President
1701 Market Street	1111 Pennsylvania Avenue, NW	Citi Fund Services Ohio, Inc.
Philadelphia, PA 19103	Washington, DC 20004	100 Summer St. – Suite 1500
		Boston, MA 02110

It is proposed that this filing become effective (check appropriate box):

o Immediately upon filing pursuant to paragraph (b)

o On [date] pursuant to paragraph (b)

o 60 days after filing pursuant to paragraph (a)(1)

þ On July 29, 2010 pursuant to paragraph (a)(1)

o 75 days after filing pursuant to paragraph (a)(2)

o On [date] pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

o this post-effective amendment designates a new effective date for a previously filed post- effective amendment.

Prospectus

August 1, 2010

RidgeWorth Funds

Investment Adviser: RidgeWorth Investments^® (the trade name of RidgeWorth Capital Management, Inc.)

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

							Corporate
	Class A	Class B	Class C	Class R	Class I	Institutional	Trust
Fund	Shares	Shares	Shares	Shares	Shares	Shares	Shares
Aggressive Growth Allocation Strategy	SLAAX	SLABX	CLVLX		CVMGX
Aggressive Growth Stock Fund	SAGAX				SCATX
Conservative Allocation Strategy	SVCAX	SCCBX	SCCLX		SCCTX
Corporate Bond Fund	SAINX		STIFX		STICX
Emerging Growth Stock Fund	SCEAX				SEGTX
Georgia Tax-Exempt Bond Fund	SGTEX				SGATX
Growth Allocation Strategy	SGIAX	SGIBX	SGILX		CLVGX
High Grade Municipal Bond Fund	SFLTX				SCFTX
High Income Fund	SAHIX			STHIX	STHTX
Institutional Cash Management Money Market Fund						CICXX
Institutional Municipal Cash Reserve Money Market Fund						CMRXX
Institutional U.S. Government Securities Money Market Fund						CRGXX	[  ]
Institutional U.S. Treasury Securities Money Market Fund						CIUXX
Intermediate Bond Fund	IBASX			IBLSX	SAMIX
International Equity 130/30 Fund	SIELX				SCEIX
International Equity Fund	SCIIX				STITX
International Equity Index Fund	SIIIX				SIEIX
Investment Grade Bond Fund	STGIX			SCIGX	STIGX
Investment Grade Tax-Exempt Bond Fund	SISIX				STTBX
Large Cap Core Equity Fund	CFVIX		CVIBX		CRVAX
Large Cap Growth Stock Fund	STCIX		STCFX		STCAX
Large Cap Quantitative Equity Fund	SQEAX				SQETX
Large Cap Value Equity Fund	SVIIX		SVIFX		STVTX
Limited Duration Fund					SAMLX
Limited-Term Federal Mortgage Securities Fund	SLTMX		SCLFX		SLMTX
Maryland Municipal Bond Fund	SMMAX				CMDTX
Mid-Cap Core Equity Fund	SCAIX		SCMEX		SAGTX
Mid-Cap Value Equity Fund	SAMVX		SMVFX		SMVTX
Moderate Allocation Strategy	SVMAX	SVGBX	SVGLX		CLVBX
North Carolina Tax-Exempt Bond Fund	SNCIX				CNCFX
Prime Quality Money Market Fund	SQIXX		SQFXX		SQTXX
Real Estate 130/30 Fund	SREGX				SRIEX
Seix Floating Rate High Income Fund	SFRAX		SFRCX		SAMBX
Seix Global Strategy Fund	CGSAX				CGSIX
Seix High Yield Fund	HYPSX			HYLSX	SAMHX
Select Large Cap Growth Stock	SXSAX		STTFX		STTAX
Short-Term Bond Fund	STSBX		SCBSX		SSBTX
Short-Term U.S. Treasury Securities Fund	STSFX		SSUSX		SUSTX
Small Cap Growth Stock Fund	SCGIX		SSCFX		SSCTX
Small Cap Value Equity Fund	SASVX		STCEX		SCETX
Tax-Exempt Money Market Fund	SEIXX				STTXX
Total Return Bond Fund	CBPSX			SCBLX	SAMFX
U.S. Equity 130/30 Fund	SUEAX				SUEIX
U.S. Government Securities Fund	SCUSX		SGUSX		SUGTX
U.S. Government Securities Money Market Fund	SUIXX				STUXX
U.S. Government Securities Ultra-Short Bond Fund					SIGVX
U.S. Treasury Money Market Fund	SATXX				CUSXX
Ultra-Short Bond Fund					SISSX
Virginia Intermediate Municipal Bond Fund	CVIAX				CRVTX
Virginia Tax-Free Money Market Fund	CIAXX				CFMXX

[Table of Contents to be Provided]

Aggressive Growth Stock Fund

Summary Section

A Shares and I Shares

Investment Objective

The Aggressive Growth Stock Fund (the “Fund”) seeks long-term capital appreciation.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Shareholder Fees
(fees paid directly from your investment)	Class A			Class I
Maximum Sales Charge (load) Imposed on Purchases (as a % of offering price)		5.75	%	None

Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your investment)	Class A			Class I
Management Fees		1.10	%		1.10	%
Distribution (12b-1) Fee		0.30	%	None
Other Expenses		[      ]	%		[      ]	%
Total Annual Fund Operating Expenses		[      ]	%		[      ]	%

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year	3 Years	5 Years	10 Years
A Shares	$[      ]	$[      ]	$[      ]	$[      ]
I Shares	$[      ]	$[      ]	$[      ]	$[      ]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [___]% of the average value of its portfolio.

1

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets in common stocks and other U.S. traded equity securities. U.S. traded equity securities may include American Depositary Receipts (“ADRs”). The Fund may invest in companies of any size.

The Fund invests primarily in common stocks of companies that exhibit strong growth characteristics. In selecting investments for purchase and sale, Zevenbergen Capital Investments LLC (the “Subadviser”) uses a fundamental research approach to identify companies with favorable prospects for future revenue, earnings, and/or cash flow growth. Growth “drivers” are identified for each company and become critical to the ongoing evaluation process. Industry growth dynamics, company competitive positioning, pricing flexibility, and diversified product offerings are evaluated, providing the foundation for further fundamental research to determine the weighting of the Fund’s investments. Generally the Fund will hold a limited number of securities.

In addition, to implement its investment strategy, the Fund may buy or sell, to a limited extent, derivative instruments (such as futures, options and swaps) to use as a substitute for a purchase or sale of a position in the underlying assets and/or as part of a strategy designed to reduce exposure to other risks, such as market risk.

Principal Investment Risks

Equity Risk: Stock prices may fall over short or extended periods of time. The value of the Fund’s securities may fluctuate drastically from day to day.

Limited Number of Holdings Risk: Because the Fund targets holdings of a more limited number of stocks, performance may be more volatile than a similar fund with a greater number of holdings or the Fund’s respective benchmark.

Style Risk (Growth Stock): Growth stocks typically are sensitive to market movements because their market prices tend to reflect future expectations. When it appears those expectations will not be met, the prices of growth stocks typically fall.

Smaller Company Risk: Small and mid-cap stocks tend to perform differently from other segments of the equity market or the equity market as a whole and can be more volatile than stocks of a larger company. Smaller companies may be newer or less established and may have limited resources, products and markets. They may be less liquid.

ADR Risk: Because the Fund may invest in ADRs, it is subject to some of the same risks as direct investments in foreign companies. These include the risk that political and economic events unique to a country or region will affect those markets and their issuers.

Derivatives Risk: Because the Fund may invest in derivatives, it is exposed to additional volatility and potential loss.

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

2

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[      ]%	[      ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [ ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to that of the Russell 3000® Growth Index. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

							Since Inception
							on February 23,
	1 Year			5 Years			2004
A Shares Returns Before Taxes		[      ]	%		[      ]	%		[      ]	%
I Shares Returns Before Taxes		[      ]	%		[      ]	%		[      ]	%
I Shares Returns After Taxes on Distributions		[      ]	%		[      ]	%		[      ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[      ]	%		[      ]	%		[      ]	%
Russell 3000® Growth Index (reflects no deduction for fees, expenses or taxes)		37.01	%		1.58	%		2.10	%

[Updated performance information is available [Web site address and/or toll-free telephone number].]

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. Zevenbergen Capital Investments LLC is the Fund’s subadviser.

3

Portfolio Management

Ms. Nancy Zevenbergen, CFA, CIC, President and Chief Investment Officer of the Subadviser, Ms. Brooke de Boutray, CFA, CIC, Managing Director, Portfolio Manager and Analyst of the Subadviser, and Ms. Leslie Tubbs, CFA, CIC, Managing Director, Portfolio Manager and Analyst of the Subadviser, have co-managed the Fund since the Fund’s inception.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. The Fund offers I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

The minimum initial investment amount for each class are shown below, although these minimums may be reduced or waived in some cases. There are no minimums for subsequent investments.

Class	Dollar Amount
A Shares	$	2,000
I Shares	None

Tax Information

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

4

Emerging Growth Stock Fund

Summary Section

A Shares and I Shares

Investment Objective

The Emerging Growth Stock Fund (the “Fund”) seeks long-term capital appreciation.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Shareholder Fees
(fees paid directly from your investment)	Class A			Class I
Maximum Sales Charge (load) Imposed on Purchases (as a % of offering price)		5.75	%	None

Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your investment)	Class A			Class I
Management Fees		1.10	%		1.10	%
Distribution (12b-1) Fee		0.30	%	None
Other Expenses		[      ]	%		[      ]	%
Total Annual Fund Operating Expenses		[      ]	%		[      ]	%
Fee Waivers and Expense Reimbursements*		[      ]	%		[      ]	%
Net Annual Operating Expenses		[      ]	%		[      ]	%

^(*) The Adviser has contractually agreed to waive fees and reimburse expenses until at least August 1, 2011 in order to keep Total Annual Fund Operating Expenses (excluding taxes, brokerage commissions, substitute dividend expenses on securities sold short, extraordinary expenses and acquired fund fees and expenses) from exceeding 1.54% and 1.24% for the Class A and I Shares, respectively. This agreement shall terminate upon the termination of the Investment Advisory Agreement between the Trust and the Adviser, or it may be terminated upon written notice to the Adviser by the Trust.

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year	3 Years	5 Years	10 Years
A Shares	$[      ]	$[      ]	$[      ]	$[      ]
I Shares	$[      ]	$[      ]	$[      ]	$[      ]

5

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [___]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets in common stocks and other U.S. traded equity securities. U.S. traded equity securities may include American Depositary Receipts (“ADRs”). The Fund invests primarily in stocks of small and mid-cap growth companies. Zevenbergen Capital Investments LLC (the “Subadviser”) considers small and mid-cap growth companies to be primarily companies with market capitalizations from $300 million up to the highest capitalization of those companies included in the Russell Midcap^® Growth Index (and as annually reconstituted.) As of July 1, 2010, the highest capitalization of a company in the Russell Midcap^® Growth Index was approximately [$] billion. The Subadviser emphasizes initial investment in companies with market capitalizations of $5 billion or less.

In selecting investments for purchase and sale, the Subadviser looks for companies that exhibit strong growth characteristics. Using a fundamental research approach, the Subadviser identifies companies with favorable prospects for future revenue, earnings, and/or cash flow growth. Growth “drivers” are identified for each company and become critical to the ongoing evaluation process. Industry growth dynamics, company competitive positioning, pricing flexibility, and diversified product offerings are evaluated, providing the foundation for further fundamental research to determine the weighting of the Fund’s investments. Generally, the Fund will hold a limited number of securities.

In addition, to implement its investment strategy, the Fund may buy or sell, to a limited extent, derivative instruments (such as futures, options and swaps) to use as a substitute for a purchase or sale of a position in the underlying assets and/or as part of a strategy designed to reduce exposure to other risks, such as market risk.

Principal Investment Risks

Equity Risk: Stock prices may fall over short or extended periods of time. The value of the Fund’s securities may fluctuate drastically from day to day.

Limited Number of Holdings Risk: Because the Fund targets holdings of a more limited number of stocks, performance may be more volatile than a similar fund with a greater number of holdings or the Fund’s respective benchmark.

Style Risk (Growth Stock): Growth stocks typically are sensitive to market movements because their market prices tend to reflect future expectations. When it appears those expectations will not be met, the prices of growth stocks typically fall.

Smaller Company Risk: Small and mid-cap stocks tend to perform differently from other segments of the equity market or the equity market as a whole and can be more volatile than stocks of a larger company. Smaller companies may be newer or less established and may have limited resources, products and markets. They may be less liquid.

6

ADR Risk: Because the Fund may invest in ADRs, it is subject to some of the same risks as direct investments in foreign companies. These include the risk that political and economic events unique to a county or region will affect those markets and their issuers.

Derivatives Risk: Because the Fund may invest in derivatives, it is exposed to additional volatility and potential loss.

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[      ]%	[      ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [ ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to that of the Russell Midcap® Growth Index. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

							Since Inception
							on February 23,
	1 Year			5 Years			2004
A Shares Returns Before Taxes		[      ]	%		[      ]	%		[      ]	%
I Shares Returns Before Taxes		[      ]	%		[      ]	%		[      ]	%
I Shares Returns After Taxes on Distributions		[      ]	%		[      ]	%		[      ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[      ]	%		[      ]	%		[      ]	%
Russell Midcap® Growth Index (reflects no deduction for fees, expenses or taxes)		46.29	%		2.40	%		4.00	%

7

[Updated performance information is available [Web site address and/or toll-free telephone number].]

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. Zevenbergen Capital Investments LLC is the Fund’s subadviser.

Portfolio Management

Ms. Nancy Zevenbergen, CFA, CIC, President and Chief Investment Officer of the Subadviser, Ms. Brooke de Boutray, CFA, CIC, Managing Director, Portfolio Manager and Analyst of the Subadviser, and Ms. Leslie Tubbs, CFA, CIC, Managing Director, Portfolio Manager and Analyst of the Subadviser, have co-managed the Fund since the Fund’s inception.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. The Fund offers I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

The minimum initial investment amount for each class are shown below, although these minimums may be reduced or waived in some cases. There are no minimums for subsequent investments.

Class	Dollar Amount
A Shares	$	2,000
I Shares	None

Tax Information

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

8

International Equity 130/30 Fund

Summary Section

A Shares and I Shares

Investment Objective

The International Equity 130/30 Fund (the “Fund”) seeks long-term capital appreciation.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Shareholder Fees
(fees paid directly from your investment)	Class A			Class I
Maximum Sales Charge (load) Imposed on Purchases (as a % of offering price)		5.75	%	None

Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your investment)	Class A			Class I
Management Fees		1.25	%		1.25	%
Distribution (12b-1) Fee		0.30	%	None
Other Expenses
-Dividend Expense on Short Sales		[      ]	%		[      ]	%
-Other Operating Expenses		[      ]	%		[      ]	%
Total Other Expenses		[      ]	%		[      ]	%
Acquired Fund Fees and Expenses		[      ]	%		[      ]	%
Total Annual Fund Operating Expenses		[      ]	%		[      ]	%
Fee Waivers and Expense Reimbursements*		[      ]	%		[      ]	%
Net Annual Operating Expenses		[      ]	%		[      ]	%

^(*) The Adviser has contractually agreed to waive fees and reimburse expenses until at least August 1, 2011 in order to keep Total Annual Fund Operating Expenses (excluding taxes, brokerage commissions, substitute dividend expenses on securities sold short, extraordinary expenses and acquired fund fees and expenses) from exceeding 1.85% and 1.55% for the Class A and I Shares, respectively. This agreement shall terminate upon the termination of the Investment Advisory Agreement between the Trust and the Adviser, or it may be terminated upon written notice to the Adviser by the Trust.

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

9

	1 Year	3 Years	5 Years	10 Years
A Shares	$[      ]	$[      ]	$[      ]	$[      ]
I Shares	$[      ]	$[      ]	$[      ]	$[      ]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [___]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets in common stocks and other equity securities of non-U.S. companies. The Fund may invest in companies of any size and in both developed and emerging markets. The Fund may also invest in exchange-traded funds (“ETFs”)

In selecting investments for purchase and sale, Alpha Equity Management LLC (the “Subadviser”) uses a proprietary quantitative process. The stock selection model emphasizes characteristics such as relative value, analyst sentiment, earnings quality, long-term price momentum, and short-term price reversal. The Fund holds a diversified portfolio to reduce stock-specific risk. Portfolio construction is driven by the Subadviser’s daily assessment of expected return, transaction cost, and risk for each of the securities in the Fund’s investment universe. The Subadviser focuses on bottom-up stock selection and does not emphasize macro forecasts of overall market returns, growth versus value returns, or large capitalization versus small capitalization returns.

The Fund pursues its investment goal by establishing long and short positions in equity securities. The Fund normally takes long positions in stocks that the Subadviser believes have the highest utility and normally takes short positions in stocks that it believes have the lowest utility. Utility is defined as an individual security’s expected return from its exposure to the return factors in the stock selection model less expected transaction costs and risk penalties. The Fund normally holds long positions in equity securities with an aggregate value of approximately 130% (within a range of 100% to 150%) of its net assets. In addition, the Fund normally establishes short positions in equity securities with a market value of approximately 30% (within a range of 0% to 50%) of its net assets. The Fund is generally managed to be 100% net long. When the Fund establishes a long position, it purchases the security outright. When the Fund establishes a short position, it sells a security that it does not own and settles the sale by borrowing the same stock from a lender. To close out the short position, the Fund subsequently buys back the same security in the market and returns it to the lender. The Fund makes money on a short position if the market price of the security goes down after the short sale. Conversely, if the price of the stock goes up after the short sale, the Fund will lose money on that position because it will have to pay more to replace the borrowed security that it received when it sold the security short. When borrowing a security for delivery to a buyer, the Fund also may be required to pay a fee and other transaction costs, which would increase the cost of the security sold short.

The Fund typically uses the cash generated from the short sale to purchase additional securities, which allows the Fund to maintain long positions in excess of 100% of the Fund’s net assets. Alternatively, the Fund may achieve the same result by borrowing money from banks and using the proceeds to purchase additional securities. Each of these investment techniques is known as “leverage.”

10

When the Fund enters into a short sale, it is required to pledge assets as collateral to secure the Fund’s obligation to cover the short position held by the broker.

Until the Fund replaces a borrowed security, it is also required to maintain a segregated account of cash or liquid assets with a broker or custodian to cover the Fund’s short position. Securities held in a segregated account cannot be sold while the position they are covering is outstanding, unless they are replaced with similar securities. This may limit the Fund’s investment flexibility, as well as its ability to meet redemption requests or other current obligations.

In addition, to implement its investment strategy, the Fund may buy or sell, to a limited extent, derivative instruments (such as futures, options and swaps) to use as a substitute for a purchase or sale of a position in the underlying assets and/or as part of a strategy designed to reduce exposure to other risks, such as market risk.

Principal Investment Risks

Equity Risk: Stock prices may fall over short or extended periods of time. The Fund’s securities may fluctuate drastically from day to day.

Foreign Investment Risk: Foreign securities involve special risks such as currency fluctuations, economic or financial instability, lack of timely or reliable financial information and unfavorable political or legal developments. These risks are increased for investments in emerging markets. The Fund is also subject to the risk that foreign common stocks may underperform other segments of the equity market or the equity market as a whole.

Foreign Currency Risk: Changes in foreign currency exchange rates will affect the value of what the fund owns and the price of the Fund’s shares. Generally, when the U.S. dollar rises in value against a foreign currency, an investment in that country loses value because that currency is worth fewer U.S. dollars. Currency trends are unpredictable and currency rates may fluctuate significantly for a number of reasons, including changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments or central banks, or by currency controls or political developments.

Short Sales Risk: If the price of a stock goes up after a short sale, the Fund will lose money because it will have to pay more to replace the borrowed stock than it received when it sold the stock short. The amount of loss on a short sale is theoretically unlimited, as there is no maximum attainable price of the shorted security.

Leverage Risk: The Fund’s short sales effectively leverage the Fund’s assets. It is possible that the Fund may lose money on both long and short positions at the same time. The Fund’s assets that are used as collateral to secure the short sales may decrease in value while the short positions are outstanding, which may force the Fund to use its other assets to increase the collateral. Leverage also creates interest expense that may decrease the Fund’s overall returns.

Borrowing Risk: If the Fund borrows money from banks for investment purposes, the Fund’s borrowing activities will amplify any increase or decrease in the Fund’s net asset value. The interest which the Fund must pay on borrowed money will reduce and may eliminate any net investment profits.

Smaller Company Risk: Small and mid-cap stocks tend to perform differently from other segments of the equity market or the equity market as a whole and can be more volatile than stocks of a larger

11

company. Smaller companies may be newer or less established and may have limited resources, products and markets. They may be less liquid.

Large Company Risk: Large cap stocks can perform differently from other segments of the equity market or the equity market as a whole. Large capitalization companies may be less flexible in evolving markets or unable to implement change as quickly as smaller capitalization companies.

Exchange Traded Fund Risk: The risk of owning shares of an ETF generally reflects the risk of owning the underlying securities the ETF is designed to track. Liquidity in an ETF could result in more volatility than ownership of the underlying portfolio of securities. In addition, because of ETF management expenses, compared to owning the underlying securities directly, it may be more costly to own an ETF.

Derivatives Risk: Because the Fund may invest in derivatives, it is exposed to additional volatility and potential loss.

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[      ]%	[      ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [ ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to that of the FTSE All World Index ex-US. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

12

				Since Inception
				on December
	1 Year			26, 2007
A Shares Returns Before Taxes		[      ]	%		[      ]	%
I Shares Returns Before Taxes		[      ]	%		[      ]	%
I Shares Returns After Taxes on Distributions		[      ]	%		[      ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[      ]	%		[      ]	%
FTSE All-World Index ex-US (reflects no deduction for fees, expenses or taxes)		43.33	%		-11.42	%

[Updated performance information is available [Web site address and/or toll-free telephone number].]

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. Alpha Equity Management LLC is the Fund’s subadviser.

Portfolio Management

Mr. Kevin Means, CFA, Managing Partner and Chief Investment Officer of the Subadviser, Mr. Vince Fioramonti, CFA, Partner and Director of Trading and Portfolio Operations of the Subadviser, and Mr. Neil Kochen, CFA, Partner, Chief Risk Officer and Asset Allocation Strategist of the Subadviser, have co-managed the Fund since the Fund’s inception.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. The Fund offers I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

The minimum initial investment amount for each class are shown below, although these minimums may be reduced or waived in some cases. There are no minimums for subsequent investments.

Class	Dollar Amount
A Shares	$	2,000
I Shares	None

Tax Information

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

13

Real Estate 130/30 Fund

Summary Section

A Shares and I Shares

Investment Objective

The Real Estate 130/30 Fund (the “Fund”) seeks long-term capital appreciation.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Shareholder Fees
(fees paid directly from your investment)	Class A			Class I
Maximum Sales Charge (load) Imposed on Purchases (as a % of offering price)		5.75	%	None

Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your investment)	Class A			Class I
Management Fees		1.25	%		1.25	%
Distribution (12b-1) Fee		0.30	%	None
Other Expenses
-Dividend Expense on Short Sales		[      ]	%		[      ]	%
-Other Operating Expenses		[      ]	%		[      ]	%
Total Other Expenses		[      ]	%		[      ]	%
Total Annual Fund Operating Expenses		[      ]	%		[      ]	%
Fee Waivers and Expense Reimbursements*		[      ]	%		[      ]	%
Net Annual Operating Expenses		[      ]	%		[      ]	%

^(*) The Adviser and the Subadviser have contractually agreed to waive fees and reimburse expenses until at least August 1, 2011 in order to keep Total Annual Operating Expenses (excluding taxes, brokerage commissions, substitute dividend expenses on securities sold short, extraordinary expenses and acquired fund fees and expenses) from exceeding 1.75% and 1.45%for the Class A and I Shares, respectively. This agreement shall terminate upon the termination of the Investment Advisory Agreement between the Trust and the Adviser, or it may be terminated upon written notice to the Adviser by the Trust.

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

14

	1 Year	3 Years	5 Years	10 Years
A Shares	$[      ]	$[      ]	$[      ]	$[      ]
I Shares	$[      ]	$[      ]	$[      ]	$[      ]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [___]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets in common stocks of REITs and companies principally engaged in the real estate industry. Alpha Equity Management LLC (the “Subadviser”) considers a company to be principally engaged in the real estate industry if it derives at least 50% of its revenues from the ownership, construction, management, financing or sale of commercial, industrial or residential real estate or has at least 50% of its assets in such real estate. The Fund may invest in companies of any size and may also invest in exchange-traded funds (“ETFs”).

In selecting investments for purchase and sale, the Subadviser uses a proprietary quantitative process. The stock selection model emphasizes characteristics such as relative value, analyst sentiment, earnings quality, long-term price momentum, and short-term price reversal. Portfolio construction is driven by the Subadviser’s daily assessment of expected return, transaction costs, and risk for each of the securities in the Fund’s investment universe. The Subadviser focuses on bottom-up stock selection and does not emphasize macro forecasts of overall market returns, growth versus value returns, or large capitalization versus small capitalization returns.

The Fund pursues its investment goal by establishing long and short positions in equity securities. The Fund normally takes long positions in stocks that the Subadviser believes have the highest utility and normally takes short positions in stocks that it believes have the lowest utility. Utility is defined as an individual security’s expected return from its exposure to the return factors in the stock selection model less expected transaction costs and risk penalties. The Fund normally holds long positions in equity securities with an aggregate value of approximately 130% (within a range of 100% to 150%) of its net assets. In addition, the Fund normally establishes short positions in equity securities with a market value of approximately 30% (within a range of 0% to 50%) of its net assets. The Fund is generally managed to be 100% net long. When the Fund establishes a long position, it purchases the security outright. When the Fund establishes a short position, it sells a security that it does not own and settles the sale by borrowing the same stock from a lender. To close out the short position, the Fund subsequently buys back the same security in the market and returns it to the lender. The Fund makes money on a short position if the market price of the security goes down after the short sale. Conversely, if the price of the stock goes up after the short sale, the Fund will lose money on that position because it will have to pay more to replace the borrowed security that it received when it sold the security short. When borrowing a security for delivery to a buyer, the Fund also may be required to pay a fee and other transaction costs, which would increase the cost of the security sold short.

The Fund typically uses the cash generated from the short sale to purchase additional securities, which allows the Fund to maintain long positions in excess of 100% of the Fund’s net assets. Alternatively, the

15

Fund may achieve the same result by borrowing money from banks and using the proceeds to purchase additional securities. Each of these investment techniques is known as “leverage.”

When the Fund enters into a short sale, it is required to pledge assets as collateral to secure the Fund’s obligation to cover the short position held by the broker.

Until the Fund replaces a borrowed security, it is also required to maintain a segregated account of cash or liquid assets with a broker or custodian to cover the Fund’s short position. Securities held in a segregated account cannot be sold while the position they are covering is outstanding, unless they are replaced with similar securities. This may limit the Fund’s investment flexibility, as well as its ability to meet redemption requests or other current obligations.

In addition, to implement its investment strategy, the Fund may buy or sell, to a limited extent, derivative instruments (such as futures, options and swaps) to use as a substitute for a purchase or sale of a position in the underlying assets and/or as part of a strategy designed to reduce exposure to other risks, such as market risk.

Principal Investment Risks

Real Estate Risk: An investment in the Fund may be subject to many of the same risks as a direct investment in real estate and the real estate owned by the companies in which it invests. These risks include changes in economic conditions, interest rates, credit risk, property values, property tax increases, overbuilding and increased competition, increasing vacancies or declining rents, environmental contamination, zoning and natural disasters.

Industry Concentration Risk: Because the Fund concentrates its investments in the real estate industry, the Fund’s performance may be subject to greater risks and market fluctuations than a portfolio investing in a broader range of securities. An investment in the Fund will be closely linked to the performance of the real estate markets.

Equity Risk: Stock prices may fall over short or extended periods of time. The value of the Fund’s securities may fluctuate drastically from day to day.

Short Sales Risk: If the price of a stock goes up after a short sale, the Fund will lose money because it will have to pay more to replace the borrowed stock than it received when it sold the stock short. The amount of loss on a short sale is theoretically unlimited, as there is no maximum attainable price of the shorted security.

Leverage Risk: The Fund’s short sales effectively leverage the Fund’s assets. It is possible that the Fund may lose money on both long and short positions at the same time. The Fund’s assets that are used as collateral to secure the short sales may decrease in value while the short positions are outstanding, which may force the Fund to use its other assets to increase the collateral. Leverage also creates interest expense that may decrease the Fund’s overall returns.

Borrowing Risk: If the Fund borrows money from banks for investment purposes, the Fund’s borrowing activities will amplify any increase or decrease in the Fund’s net asset value. The interest which the Fund must pay on borrowed money will reduce and may eliminate any net investment profits.

Smaller Company Risk: Small and mid-cap stocks tend to perform differently from other segments of the equity market or the equity market as a whole and can be more volatile than stocks of a larger company. Smaller companies may be newer or less established and may have limited resources, products and markets. They may be less liquid.

16

Large Company Risk: Large cap stocks can perform differently from other segments of the equity market or the equity market as a whole. Large capitalization companies may be less flexible in evolving markets or unable to implement change as quickly as smaller capitalization companies.

Exchange Traded Fund Risk: The risk of owning shares of an ETF generally reflects the risk of owning the underlying securities the ETF is designed to track. Liquidity in an ETF could result in more volatility than ownership of the underlying portfolio of securities. In addition, because of ETF management expenses, compared to owning the underlying securities directly, it may be more costly to own an ETF.

Derivatives Risk: Because the Fund may invest in derivatives, it is exposed to additional volatility and potential loss.

Non-Diversification Risk: The Fund is non-diversified, which means that it may invest in the securities of relatively few issuers. As a result, the Fund may be more susceptible to a single adverse economic or regulatory occurrence affecting one or more of these issuers, and may experience increased volatility due to its investments in those securities.

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[      ]%	[      ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [ ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to that of the FTSE NAREIT Equity REITs Index. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

17

				Since Inception
				on December
	1 Year			26, 2007
A Shares Returns Before Taxes		[      ]	%		[      ]	%
I Shares Returns Before Taxes		[      ]	%		[      ]	%
I Shares Returns After Taxes on Distributions		[      ]	%		[      ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[      ]	%		[      ]	%
FTSE NAREIT Equity REITs Index (reflects no deduction for fees, expenses or taxes)		27.99	%		-10.72	%

[Updated performance information is available [Web site address and/or toll-free telephone number].]

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. Alpha Equity Management LLC is the Fund’s subadviser.

Portfolio Management

Mr. Kevin Means, CFA, Managing Partner and Chief Investment Officer of the Subadviser, Mr. Vince Fioramonti, CFA, Partner and Director of Trading and Portfolio Operations of the Subadviser, and Mr. Neil Kochen, CFA, Partner, Chief Risk Officer and Asset Allocation Strategist of the Subadviser, have co-managed the Fund since the Fund’s inception.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. The Fund offers I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

The minimum initial investment amount for each class are shown below, although these minimums may be reduced or waived in some cases. There are no minimums for subsequent investments.

Class	Dollar Amount
A Shares	$	2,000
I Shares	None

Tax Information

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

18

U.S. Equity 130/30 Fund

Summary Section

A Shares and I Shares

Investment Objective

The U.S. Equity 130/30 Fund (the “Fund”) seeks long-term capital appreciation.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Shareholder Fees
(fees paid directly from your investment)	Class A			Class I
Maximum Sales Charge (load) Imposed on Purchases (as a % of offering price)		5.75	%	None

Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your investment)	Class A			Class I
Management Fees		1.10	%		1.10	%
Distribution (12b-1) Fee		0.30	%	None
Other Expenses
-Dividend Expense on Short Sales		[      ]	%		[      ]	%
-Other Operating Expenses		[      ]	%		[      ]	%
Total Other Expenses		[      ]	%		[      ]	%
Total Annual Fund Operating Expenses		[      ]	%		[      ]	%
Fee Waivers and Expense Reimbursements*		[      ]	%		[      ]	%
Net Annual Operating Expenses		[      ]	%		[      ]	%

^(*) The Adviser and the Subadviser have contractually agreed to waive fees and reimburse expenses until at least August 1, 2011 in order to keep Total Annual Operating Expenses (excluding taxes, brokerage commissions, substitute dividend expenses on securities sold short, extraordinary expenses and acquired fund fees and expenses) from exceeding 1.60% and 1.30% for the Class A and I Shares, respectively. This agreement shall terminate upon the termination of the Investment Advisory Agreement between the Trust and the Adviser, or it may be terminated upon written notice to the Adviser by the Trust.

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

19

	1 Year	3 Years	5 Years	10 Years
A Shares	$[      ]	$[      ]	$[      ]	$[      ]
I Shares	$[      ]	$[      ]	$[      ]	$[      ]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [___]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets in common stocks and other U.S. traded equity securities. U.S. traded equity securities may include American Depositary Receipts (“ADRs”). The Fund may invest in companies of any size and may also invest in exchange-traded funds (“ETFs”).

In selecting investments for purchase and sale, Alpha Equity Management LLC (the “Subadviser”) uses a proprietary quantitative process. The stock selection model emphasizes characteristics such as relative value, analyst sentiment, earnings quality, long-term price momentum, and short-term price reversal. The Fund holds a diversified portfolio to reduce stock-specific risk. Portfolio construction is driven by the Subadviser’s daily assessment of expected return, transaction cost, and risk for each of the securities in the Fund’s investment universe. The Subadviser focuses on bottom-up stock selection and does not emphasize macro forecasts of overall market returns, growth versus value returns, or large capitalization versus small capitalization returns.

The Fund pursues its investment goal by establishing long and short positions in equity securities. The Fund normally takes long positions in stocks that the Subadviser believes have the highest utility and normally takes short positions in stocks that it believes have the lowest utility. Utility is defined as an individual security’s expected return from its exposure to the return factors in the stock selection model less expected transaction costs and risk penalties. The Fund normally holds long positions in equity securities with an aggregate value of approximately 130% (within a range of 100% to 150%) of its net assets. In addition, the Fund normally establishes short positions in equity securities with a market value of approximately 30% (within a range of 0% to 50%) of its net assets. When the Fund establishes a long position, it purchases the security outright. The Fund is generally managed to be 100% net long. When the Fund establishes a short position, it sells a security that it does not own and settles the sale by borrowing the same stock from a lender. To close out the short position, the Fund subsequently buys back the same security in the market and returns it to the lender. The Fund makes money on a short position if the market price of the security goes down after the short sale. Conversely, if the price of the stock goes up after the short sale, the Fund will lose money on that position because it will have to pay more to replace the borrowed security that it received when it sold the security short. When borrowing a security for delivery to a buyer, the Fund also may be required to pay a fee and other transaction costs, which would increase the cost of the security sold short.

The Fund typically uses the cash generated from the short sale to purchase additional securities, which allows the Fund to maintain long positions in excess of 100% of the Fund’s net assets. Alternatively, the Fund may achieve the same result by borrowing money from banks and using the proceeds to purchase additional securities. Each of these investment techniques is known as “leverage.”

20

When the Fund enters into a short sale, it is required to pledge assets as collateral to secure the Fund’s obligation to cover the short position held by the broker.

Until the Fund replaces a borrowed security, it is also required to maintain a segregated account of cash or liquid assets with a broker or custodian to cover the Fund’s short position. Securities held in a segregated account cannot be sold while the position they are covering is outstanding, unless they are replaced with similar securities. This may limit the Fund’s investment flexibility, as well as its ability to meet redemption requests or other current obligations.

In addition, to implement its investment strategy, the Fund may buy or sell, to a limited extent, derivative instruments (such as futures, options and swaps) to use as a substitute for a purchase or sale of a position in the underlying assets and/or as part of a strategy designed to reduce exposure to other risks, such as market risk.

Principal Investment Risks

Stock prices may fall over short or extended periods of time. The value of the Fund’s securities may fluctuate drastically from day to day.

Short Sales Risk: If the price of a stock goes up after a short sale, the Fund will lose money because it will have to pay more to replace the borrowed stock than it received when it sold the stock short. The amount of loss on a short sale is theoretically unlimited, as there is no maximum attainable price of the shorted security.

Leverage Risk: The Fund’s short sales effectively leverage the Fund’s assets. It is possible that the Fund may lose money on both long and short positions at the same time. The Fund’s assets that are used as collateral to secure the short sales may decrease in value while the short positions are outstanding, which may force the Fund to use its other assets to increase the collateral. Leverage also creates interest expense that may decrease the Fund’s overall returns.

Borrowing Risk: If the Fund borrows money from banks for investment purposes, the Fund’s borrowing activities will amplify any increase or decrease in the Fund’s net asset value. The interest which the Fund must pay on borrowed money will reduce and may eliminate any net investment profits.

Smaller Company Risk: Small and mid-cap stocks tend to perform differently from other segments of the equity market or the equity market as a whole and can be more volatile than stocks of a larger company. Smaller companies may be newer or less established and may have limited resources, products and markets. They may be less liquid.

Large Company Risk: Large cap stocks can perform differently from other segments of the equity market or the equity market as a whole. Large capitalization companies may be less flexible in evolving markets or unable to implement change as quickly as smaller capitalization companies.

ADR Risk: Because the Fund may invest in ADRs, it is subject to some of the same risks as direct investments in foreign companies. These include the risk that political and economic events unique to a country or region will affect those markets and their issuers.

Exchange Traded Fund Risk: The risks of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track. Liquidity in an ETF could result in more volatility

21

than ownership of the underlying portfolio of securities. In addition, because of ETF management expenses, compared to owning the underlying securities directly, it may be more costly to own an ETF.

Derivatives Risk: Because the Fund may invest in derivatives, it is exposed to additional volatility and potential loss.

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[      ]%	[      ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [ ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to that of the S&P 500 Index. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

				Since Inception
				on December
	1 Year			26, 2007
A Shares Returns Before Taxes		[      ]	%		[      ]	%
I Shares Returns Before Taxes		[      ]	%		[      ]	%
I Shares Returns After Taxes on Distributions		[      ]	%		[      ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[      ]	%		[      ]	%
S&P 500 Index (reflects no deduction for fees, expenses or taxes)		26.46	%		-10.92	%

[Updated performance information is available [Web site address and/or toll-free telephone number].]

22

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. Alpha Equity Management LLC is the Fund’s subadviser.

Portfolio Management

Mr. Kevin Means, CFA, Managing Partner and Chief Investment Officer of the Subadviser, Mr. Vince Fioramonti, CFA, Partner and Director of Trading and Portfolio Operations of the Subadviser, and Mr. Neil Kochen, CFA, Partner, Chief Risk Officer and Asset Allocation Strategist of the Subadviser, have co-managed the Fund since the Fund’s inception.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. The Fund offers I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

The minimum initial investment amount for each class are shown below, although these minimums may be reduced or waived in some cases. There are no minimums for subsequent investments.

Class	Dollar Amount
A Shares	$	2,000
I Shares	None

Tax Information

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

23

International Equity Fund

Summary Section

A Shares and I Shares

Investment Objective

The International Equity Fund (the “Fund”) seeks long-term capital appreciation.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Shareholder Fees
(fees paid directly from your investment)	Class A			Class I
Maximum Sales Charge (load) Imposed on Purchases (as a % of offering price)		5.75	%	None

Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your investment)	Class A			Class I
Management Fees		1.15	%		1.15	%
Distribution (12b-1) Fee		0.30	%	None
Other Expenses		[      ]	%		[      ]	%
Acquired Fund Fees and Expenses		[      ]	%		[      ]	%
Total Annual Fund Operating Expenses		[      ]	%		[      ]	%

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year	3 Years	5 Years	10 Years
A Shares	$[      ]	$[      ]	$[      ]	$[      ]
I Shares	$[      ]	$[      ]	$[      ]	$[      ]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [___]% of the average value of its portfolio.

24

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets in common stocks and other equity securities of foreign companies. The Fund’s investments are diversified among at least three foreign countries. The Fund may also invest in exchange-traded funds (“ETFs”). The Fund invests primarily in developed countries, but may invest in countries with emerging markets.

In selecting investments for purchase and sale, Certium Asset Management LLC (the ”Subadviser”) seeks to identify stocks with positive earnings trends and attractive valuations. Fundamental analysis is used to determine those companies that are projected to have sustainability of earnings and global industry positioning. The Subadviser’s goal is to find companies with top management, quality products and sound financial positions, or a history of consistent growth in cash flows, sales, operating profits, returns on equity and returns on invested capital. Risk controls are in place to assist in maintaining a portfolio that is diversified by security type and industry sector and invested across multiple countries.

In addition, to implement its investment strategy, the Fund may buy or sell, to a limited extent, derivative instruments (such as futures, options and swaps) to use as a substitute for a purchase or sale of a position in the underlying assets and/or as part of a strategy designed to reduce exposure to other risks, such as market risk.

Principal Investment Risks

Equity Risk: Stock prices may fall over short or extended periods of time. The value of the Fund’s securities may fluctuate drastically from day to day.

Smaller Company Risk: Small and mid-cap stocks tend to perform differently from other segments of the equity market or the equity market as a whole and can be more volatile than stocks of a larger company. Smaller companies may be newer or less established and may have limited resources, products and markets. They may be less liquid.

Large Company Risk: Large cap stocks can perform differently from other segments of the equity market or the equity market as a whole. Large capitalization companies may be less flexible in evolving markets or unable to implement change as quickly as smaller capitalization companies.

Foreign Investment Risk: Foreign securities involve special risks such as currency fluctuations, economic or financial instability, lack of timely or reliable financial information and unfavorable political or legal developments. These risks are increased for investments in emerging markets. The Fund is also subject to the risk that foreign common stocks may underperform other segments of the equity market or the equity market as a whole.

Foreign Currency Risk: Changes in foreign currency exchange rates will affect the value of what the fund owns and the price of the Fund’s shares. Generally, when the U.S. dollar rises in value against a foreign currency, an investment in that country loses value because that currency is worth fewer U.S. dollars. Currency trends are unpredictable and currency rates may fluctuate significantly for a number of reasons, including changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments or central banks, or by currency controls or political developments.

Exchange Traded Fund Risk: The risk of owning shares of an ETF generally reflects the risk of owning the underlying securities the ETF is designed to track. Liquidity in an ETF could result in more volatility than ownership of the underlying portfolio of securities. In addition, because of ETF

25

management expenses, compared to owning the underlying securities directly, it may be more costly to own an ETF.

Derivatives Risk: Because the Fund may invest in derivatives, it is exposed to additional volatility and potential loss.

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[      ]%	[      ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [    ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to that of the Morgan Stanley Capital International Europe, Australasia, and Far East (“MSCI EAFE”) Index. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

	1 Year			5 Years			10 Years
A Shares Returns Before Taxes		[      ]	%		[      ]	%		[      ]	%
I Shares Returns Before Taxes		[      ]	%		[      ]	%		[      ]	%
I Shares Returns After Taxes on Distributions		[      ]	%		[      ]	%		[      ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[      ]	%		[      ]	%		[      ]	%
MSCI EAFE Index (reflects no deduction for fees, expenses or taxes)		31.78	%		3.54	%		1.17	%

[Updated performance information is available [Web site address and/or toll-free telephone number].]

26

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. Certium Asset Management LLC is the Fund’s subadviser.

Portfolio Management

Mr. Chad Deakins, CFA, President and Chief Investment Officer of the Subadviser, has managed the Fund since May 2000.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. The Fund offers I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

The minimum initial investment amount for each class are shown below, although these minimums may be reduced or waived in some cases. There are no minimums for subsequent investments.

Class	Dollar Amount
A Shares	$	2,000
I Shares	None

Tax Information

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

27

International Equity Index Fund

Summary Section

A Shares and I Shares

Investment Objective

The International Equity Index Fund (the “Fund”) seeks investment results that correspond to the performance of the MSCI EAFE Index (GDP Weighted) Net Dividend (the “Index”).

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Shareholder Fees
(fees paid directly from your investment)	Class A			Class I
Maximum Sales Charge (load) Imposed on Purchases (as a % of offering price)		5.75	%	None

Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your investment)	Class A			Class I
Management Fees		0.49	%		0.49	%
Distribution (12b-1) Fee		0.30	%	None
Other Expenses		[      ]	%		[      ]	%
Acquired Fund Fees and Expenses		[      ]	%		[      ]	%
Total Annual Fund Operating Expenses		[      ]	%		[      ]	%

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year	3 Years	5 Years	10 Years
A Shares	$[      ]	$[      ]	$[      ]	$[      ]
I Shares	$[      ]	$[      ]	$[      ]	$[      ]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in

28

annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [___]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets in equity securities of foreign companies. The Fund may also invest in exchange-traded funds (“ETFs”).

In selecting investments for purchase and sale, Certium Asset Management LLC (the ”Subadviser”) uses statistical analysis in an attempt to track the Index. The Subadviser chooses companies included in the Index, which is an index of equity securities of companies located in Europe, Australasia and the Far East. While the Fund is structured to have overall investment characteristics similar to those of the Index, it selects a sample of securities within the Index using a statistical process. Therefore, the Fund will not hold all securities included in the Index.

In addition, to implement its investment strategy, the Fund may buy or sell, to a limited extent, derivative instruments (such as futures, options and swaps) to use as a substitute for a purchase or sale of a position in the underlying assets and/or as part of a strategy designed to reduce exposure to other risks, such as market risk.

Principal Investment Risks

Equity Risk: Stock prices may fall over short or extended periods of time. The value of the Fund’s securities may fluctuate drastically from day to day.

Foreign Investment Risk: Foreign securities involve special risks such as currency fluctuations, economic or financial instability, lack of timely or reliable financial information and unfavorable political or legal developments. These risks are increased for investments in emerging markets. The Fund is also subject to the risk that foreign equity securities may underperform other segments of the equity market or the equity market as a whole.

Foreign Currency Risk: Changes in foreign currency exchange rates will affect the value of what the fund owns and the price of the Fund’s shares. Generally, when the U.S. dollar rises in value against a foreign currency, an investment in that country loses value because that currency is worth fewer U.S. dollars. Currency trends are unpredictable and currency rates may fluctuate significantly for a number of reasons, including changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments or central banks, or by currency controls or political developments.

Smaller Company Risk: Small and mid-cap stocks tend to perform differently from other segments of the equity market or the equity market as a whole and can be more volatile than stocks of a larger company. Smaller companies may be newer or less established and may have limited resources, products and markets. They may be less liquid.

Large Company Risk: Large cap stocks can perform differently from other segments of the equity market or the equity market as a whole. Large capitalization companies may be less flexible in evolving markets or unable to implement change as quickly as smaller capitalization companies.

Exchange Traded Fund Risk: The risk of owning shares of an ETF generally reflects the risk of owning the underlying securities the ETF is designed to track. Liquidity in an ETF could result in more volatility than ownership of the underlying portfolio of securities. In addition, because of ETF management expenses, compared to owning the underlying securities directly, it may be more costly to own an ETF.

29

Tracking Error Risk: In addition to the above mentioned risks, the Subadviser may not be able to match the performance of the Fund’s benchmark.

Derivatives Risk: Because the Fund may invest in derivatives, it is exposed to additional volatility and potential loss.

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[      ]%	[      ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [ ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to that of the Morgan Stanley Capital International Europe, Australasia, and Far East-Gross Domestic Product (“MSCI EAFE Index (GDP Weighted)”) Net Dividend. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

	1 Year			5 Years			10 Years
A Shares Returns Before Taxes		[      ]	%		[      ]	%		[      ]	%
I Shares Returns Before Taxes		[      ]	%		[      ]	%		[      ]	%
I Shares Returns After Taxes on Distributions		[      ]	%		[      ]	%		[      ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[      ]	%		[      ]	%		[      ]	%
MSCI EAFE Index (GDP Weighted), Net Dividend (reflects no deduction for fees, expenses or taxes)		30.38	%		3.30	%		1.31	%

[Updated performance information is available [Web site address and/or toll-free telephone number].]

30

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. Certium Asset Management LLC is the Fund’s subadviser.

Portfolio Management

Mr. Chad Deakins, CFA, President and Chief Investment Officer of the Subadviser, has co-managed the Fund since March 2005, after managing the Fund since 1999. Mr. Matthew Welden, Director of the Subadviser, has co-managed the Fund since April 2008.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. The Fund offers I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

The minimum initial investment amount for each class are shown below, although these minimums may be reduced or waived in some cases. There are no minimums for subsequent investments.

Class	Dollar Amount
A Shares	$	2,000
I Shares	None

Tax Information

The Fund will distribute substantially all of its net investment income and its net realized capital gains, if any, at least annually. The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.

31

Large Cap Quantitative Equity Fund

Summary Section

A Shares and I Shares

Investment Objective

The Large Cap Quantitative Equity Fund (the “Fund”) seeks long-term capital appreciation.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Shareholder Fees
(fees paid directly from your investment)	Class A			Class I
Maximum Sales Charge (load) Imposed on Purchases (as a % of offering price)		5.75	%	None

Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your investment)	Class A			Class I
Management Fees		0.85	%		0.85	%
Distribution (12b-1) Fee		0.25	%	None
Other Expenses		[      ]	%		[      ]	%
Acquired Fund Fees and Expenses		[      ]	%		[      ]	%
Total Annual Fund Operating Expenses		[      ]	%		[      ]	%
Fee Waivers and Expense Reimbursements*		[      ]	%		[      ]	%
Net Annual Operating Expenses		[      ]	%		[      ]	%

^(*) The Adviser and the Subadviser have contractually agreed to waive fees and reimburse expenses until at least August 1, 2011 in order to keep Total Annual Fund Operating Expenses (excluding taxes, brokerage commissions, substitute dividend expenses on securities sold short, extraordinary expenses and acquired fund fees and expenses) from exceeding 1.22% and 0.97% for the Class A and I Shares, respectively. This agreement shall terminate upon the termination of the Investment Advisory Agreement between the Trust and the Adviser, or it may be terminated upon written notice to the Adviser by the Trust.

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year	3 Years	5 Years	10 Years
A Shares	$[      ]	$[      ]	$[      ]	$[      ]
I Shares	$[      ]	$[      ]	$[      ]	$[      ]

32

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [___]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets in common stocks and other U.S. traded equity securities of large cap companies. U.S. traded equity securities may include American Depositary Receipts (“ADRs”). Certium Asset Management LLC (the ”Subadviser”) considers large cap companies to be companies with market capitalizations similar to those of companies in the S&P 500 Index. As of July 1, 2010, the market capitalization range of companies in the S&P 500 Index was between approximately [$XXX million and $XXX billion]. The Fund may also invest in small and mid-cap companies so long as the Subadviser determines they have growth potential.

In selecting investments for purchase and sale, the Subadviser uses disciplined quantitative modeling to objectively and consistently identify what the models determine to be the most attractive companies across the market and within each sector. The quantitative factors within the sector model are weighted based on their historical ability to be predictive within each sector. In some sectors, attractive stocks are selected based on a narrow range of factors. In other sectors, a broad range of factors may be used to identify attractive stocks.

This approach is based on the philosophy that a stock selection method that evaluates multiple quantitative factors is superior to a less rigorous approach.

In addition, to implement its investment strategy, the Fund may buy or sell, to a limited extent, derivative instruments (such as futures, options and swaps) to use as a substitute for a purchase or sale of a position in the underlying assets and/or as part of a strategy designed to reduce exposure to other risks, such as market risk.

Principal Investment Risks

Equity Risk: Stock prices may fall over short or extended periods of time. The value of the Fund’s securities may fluctuate drastically from day to day.

Large Company Risk: Large cap stocks can perform differently from other segments of the equity market or the equity market as a whole. Large capitalization companies may be less flexible in evolving markets or unable to implement change as quickly as smaller capitalization companies.

Smaller Company Risk: Small and mid-cap stocks tend to perform differently from other segments of the equity market or the equity market as a whole and can be more volatile than stocks of a larger company. Smaller companies may be newer or less established and may have limited resources, products and markets. They may be less liquid.

33

ADR Risk: Because the Fund may invest in ADRs, it is subject to some of the same risks as direct investments in foreign companies. These include the risk that political and economic events unique to a country or region will affect those markets and their issuers.

Derivatives Risk: Because the Fund may invest in derivatives, it is exposed to additional volatility and potential loss.

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[     ]%	[     ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [     ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to that of the S& P 500 Index. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

	1 Year			5 Years			Since Inception*
A Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
I Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[     ]	%		[     ]	%		[     ]	%
S&P 500 Index (reflects no deduction for fees, expenses or taxes)		26.46	%		0.42	%		[     ]	%
Since Inception of the A Shares		N/A			N/A			3.28
Since Inception of the I Shares		N/A			N/A			4.21

* Since Inception of the A Shares on October 8, 2003, and the I Shares on August 7, 2003.

[Updated performance information is available [Web site address and/or toll-free telephone number].]

34

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. Certium Asset Management LLC is the Fund’s subadviser.

Portfolio Management

Mr. Chad Deakins, CFA, President and Chief Investment Officer of the Subadviser, has managed the Fund since October 2007.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. The Fund offers I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

The minimum initial investment amount for each class are shown below, although these minimums may be reduced or waived in some cases. There are no minimums for subsequent investments.

Class	Dollar Amount
A Shares	$2,000
I Shares	None

Tax Information

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

35

Large Cap Value Equity Fund
Summary Section

A Shares, C Shares and I Shares

Investment Objective

The Large Cap Value Equity Fund (the “Fund”) seeks capital appreciation. As a secondary goal, the Fund also seeks current income.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Shareholder Fees
(fees paid directly from your investment)	Class A			Class C			Class I
Maximum Sales Charge (load) Imposed on Purchases (as a% of offering price)		5.75	%	None			None
Maximum Deferred Sales Charge (load) (as a% of net asset value)	None				1.00	%	None

Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your investment)	Class A			Class C			Class I
Management Fees		0.78	%		0.78	%		0.78	%
Distribution (12b-1) Fee		0.30	%		1.00	%	None
Other Expenses		[     ]	%		[     ]	%		[     ]	%
Acquired Fund Fees and Expenses		[     ]	%		[     ]	%		[     ]	%
Total Annual Fund Operating Expenses		[     ]	%		[     ]	%		[     ]	%

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
C Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
I Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]

36

You would pay the following expenses if you did not redeem your shares:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
C Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
I Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [     ]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets in U.S. traded equity securities of large cap companies. U.S. traded equity securities may include American Depositary Receipts (“ADRs”). Ceredex Value Advisors LLC (the “Subadviser”) considers large cap companies to be companies with market capitalizations similar to those of companies in the Russell 1000 ^® Value Index. As of July 1, 2010, the market capitalization range of companies in the Russell 1000 ^® Value Index was between approximately [$XXX million and $XXX billion].

In selecting investments for purchase and sale, the Subadviser chooses companies that it believes are undervalued in the market relative to the industry sector and the company’s own valuation history. The Subadviser evaluates potential catalysts that may cause an upward re-rating of the stock’s valuation. Additionally, the common stocks purchased for the Fund generally pay dividends at the time of purchase or are expected to pay dividends soon after their purchase.

In addition, to implement its investment strategy, the Fund may buy or sell, to a limited extent, derivative instruments (such as futures, options and swaps) to use as a substitute for a purchase or sale of a position in the underlying assets and/or as part of a strategy designed to reduce exposure to other risks, such as market risk.

Principal Investment Risks

Equity Risk: Stock prices may fall over short or extended periods of time. The value of the Fund’s securities may fluctuate drastically from day to day.

Large Company Risk: Large cap stocks can perform differently from other segments of the equity market or the equity market as a whole. Large capitalization companies may be less flexible in evolving markets or unable to implement change as quickly as smaller capitalization companies.

Smaller Company Risk: Small and mid-cap stocks tend to perform differently from other segments of the equity market or the equity market as a whole and can be more volatile than stocks of a larger company. Smaller companies may be newer or less established and may have limited resources, products and markets. They may be less liquid.

37

Style Risk (Value): A value investing style may be out of favor in the marketplace. The potential value of a security as perceived by the Subadviser may never be realized by the market.

ADR Risk: Because the Fund may invest in ADRs, it is subject to some of the same risks as direct investments in foreign companies. These include the risk that political and economic events unique to a country or region will affect those markets and their issuers.

Derivatives Risk: Because the Fund may invest in derivatives, it is exposed to additional volatility and potential loss.

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[     ]%	[     ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [     ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to that of the Russell 1000^® Value Index. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

	1 Year			5 Years			10 Years
A Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
C Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
I Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[     ]	%		[     ]	%		[     ]	%
Russell 1000® Value Index (reflects no deduction for fees, expenses or taxes)		19.69	%		-0.25	%		2.47	%

38

[Updated performance information is available [Web site address and/or toll-free telephone number].]

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. Ceredex Value Advisors LLC is the Fund’s subadviser.

Portfolio Management

Mr. Mills Riddick, CFA, President and Chief Investment Officer of the Subadviser, has managed the Fund since April 1995.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A and C Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. The Fund offers I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

The minimum initial investment amounts for each class are shown below, although these minimums may be reduced or waived in some cases. There are no minimums for subsequent investments.

Class	Dollar Amount
A Shares	$2,000
C Shares	$5,000 ($2,000 for IRA of other tax qualified accounts)
I Shares	None

Tax Information

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

39

Mid-Cap Value Equity Fund
Summary Section

A Shares, C Shares and I Shares

Investment Objective

The Mid-Cap Value Equity Fund (the “Fund”) seeks capital appreciation. As a secondary goal, the Fund also seeks current income.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Shareholder Fees
(fees paid directly from your investment)	Class A			Class C			Class I
Maximum Sales Charge (load) Imposed on Purchases (as a % of offering price)		5.75	%	None			None
Maximum Deferred Sales Charge (load) (as a % of net asset value)	None				1.00	%	None

Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your investment)	Class A			Class C			Class I
Management Fees		1.00	%		1.00	%		1.00	%
Distribution (12b-1) Fee		0.30	%		1.00	%	None
Other Expenses		[     ]	%		[     ]	%		[     ]	%
Acquired Fund Fees and Expenses		[     ]	%		[     ]	%		[     ]	%
Total Annual Fund Operating Expenses		[     ]	%		[     ]	%		[     ]	%

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
C Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
I Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]

40

You would pay the following expenses if you did not redeem your shares:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
C Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
I Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [     ]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets in U.S. traded equity securities of mid-cap companies. U.S. traded equity securities may include American Depositary Receipts (“ADRs”). Ceredex Value Advisors LLC (the “Subadviser”) considers mid-cap companies to be companies with market capitalizations similar to those of companies in the Russell Midcap ^® Index. As of July 1, 2010, the market capitalization range of companies in the Russell Midcap ^® Index was between approximately [$XXX million and $XX billion].

In selecting investments for purchase and sale, the Subadviser chooses companies that it believes are undervalued in the market relative to the industry sector and the company’s own valuation history. The Subadviser evaluates potential catalysts that may cause an upward re-rating of the stock’s valuation. Additionally, the common stocks purchased for the Fund generally pay dividends at the time of purchase or are expected to pay dividends soon after their purchase.

In addition, to implement its investment strategy, the Fund may buy or sell, to a limited extent, derivative instruments (such as futures, options and swaps) to use as a substitute for a purchase or sale of a position in the underlying assets and/or as part of a strategy designed to reduce exposure to other risks, such as market risk.

Principal Investment Risks

Equity Risk: Stock prices may fall over short or extended periods of time. The value of the Fund’s securities may fluctuate drastically from day to day.

Smaller Company Risk: Small and mid-cap stocks tend to perform differently from other segments of the equity market or the equity market as a whole and can be more volatile than stocks of a larger company. Smaller companies may be newer or less established and may have limited resources, products and markets. They may be less liquid.

Style Risk (Value): A value investing style may be out of favor in the marketplace. The potential value of a security as perceived by the Subadviser may never be realized by the market.

41

ADR Risk: Because the Fund may invest in ADRs, it is subject to some of the same risks as direct investments in foreign companies. These include the risk that political and economic events unique to a country or region will affect those markets and their issuers.

Derivatives Risk: Because the Fund may invest in derivatives, it is exposed to additional volatility and potential loss.

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[     ]%	[     ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [     ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to that of the Russell Midcap® Value Index. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

							Since
	1 Year			5 Years			Inception
A Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
C Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
I Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[     ]	%		[     ]	%		[     ]	%
Russell Midcap® Value Index (reflects no deduction for fees, expenses or taxes)		34.21	%		1.98	%		[     ]	%
Since Inception of the C and I Shares on November 30, 2001								7.34	%
Since Inception of the A Shares on October 27, 2003								6.78	%

42

[Updated performance information is available [Web site address and/or toll-free telephone number].]

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. Ceredex Value Advisors LLC is the Fund’s subadviser.

Portfolio Management

Mr. Don Wordell, CFA, Managing Director of the Subadviser, has managed the Fund since the Fund’s inception.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A and C Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. The Fund offers I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

The minimum initial investment amounts for each class are shown below, although these minimums may be reduced or waived in some cases. There are no minimums for subsequent investments.

Class	Dollar Amount
A Shares	$2,000
C Shares	$5,000 ($2,000 for IRA of other tax qualified accounts)
I Shares	None

Tax Information

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

43

Small Cap Value Equity Fund
Summary Section

A Shares, C Shares and I Shares

Investment Objective

The Small Cap Value Equity Fund (the “Fund”) seeks capital appreciation. As a secondary goal, the Fund also seeks current income.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Shareholder Fees
(fees paid directly from your investment)	Class A			Class C			Class I
Maximum Sales Charge (load) Imposed on Purchases (as a % of offering price)		5.75	%	None			None
Maximum Deferred Sales Charge (load) (as a % of net asset value)	None				1.00	%	None

Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your investment)	Class A			Class C			Class I
Management Fees		1.15	%		1.15	%		1.15	%
Distribution (12b-1) Fee		0.30	%		1.00	%	None
Other Expenses		[     ]	%		[     ]	%		[     ]	%
Total Annual Fund Operating Expenses		[     ]	%		[     ]	%		[     ]	%

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
C Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
I Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]

44

You would pay the following expenses if you did not redeem your shares:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
C Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
I Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [     ]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets in U.S. traded equity securities of small cap companies. U.S. traded equity securities may include American Depositary Receipts (“ADRs”). Ceredex Value Advisors LLC (the “Subadviser”) considers small cap companies to be companies with market capitalizations between $50 million and $3 billion or with market capitalizations similar to those of companies in the Russell 2000 ^® Value Index. As of July 1, 2010, the market capitalization range of companies in the Russell 2000 ^® Value Index was between approximately [$XX million and $X billion].

In selecting investments for purchase and sale, the Subadviser chooses companies that it believes are undervalued in the market relative to the industry sector and the company’s own valuation history. The Subadviser evaluates potential catalysts that may cause an upward re-rating of the stock’s valuation. Additionally, the common stocks purchased for the Fund generally pay dividends at the time of purchase or are expected to pay dividends soon after their purchase.

In addition, to implement its investment strategy, the Fund may buy or sell, to a limited extent, derivative instruments (such as futures, options and swaps) to use as a substitute for a purchase or sale of a position in the underlying assets and/or as part of a strategy designed to reduce exposure to other risks, such as market risk.

Principal Investment Risks

Equity Risk: Stock prices may fall over short or extended periods of time. The value of the Fund’s securities may fluctuate drastically from day to day.

Smaller Company Risk: Small and mid-cap stocks tend to perform differently from other segments of the equity market or the equity market as a whole and can be more volatile than stocks of a larger company. Smaller companies may be newer or less established and may have limited resources, products and markets. They may be less liquid.

Style Risk (Value): A value investing style may be out of favor in the marketplace. The potential value of a security as perceived by the Subadviser may never be realized by the market.

45

ADR Risk: Because the Fund may invest in ADRs, it is subject to some of the same risks as direct investments in foreign companies. These include the risk that political and economic events unique to a country or region will affect those markets and their issuers.

Derivatives Risk: Because the Fund may invest in derivatives, it is exposed to additional volatility and potential loss.

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[     ]%	[     ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [     ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to that of the Russell 2000^® Value Index. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

	1 Year			5 Years			10 Years
A Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
C Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
I Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[     ]	%		[     ]	%		[     ]	%
Russell 2000® Value Index (reflects no deduction for fees, expenses or taxes)		20.58	%		-0.01	%		8.27	%

[Updated performance information is available [Web site address and/or toll-free telephone number].]

46

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. Ceredex Value Advisors LLC is the Fund’s subadviser.

Portfolio Management

Mr. Brett Barner, CFA, Managing Director of the Subadviser has managed the Fund since the Fund’s inception.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A and C Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. The Fund offers I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

The minimum initial investment amounts for each class are shown below, although these minimums may be reduced or waived in some cases. There are no minimums for subsequent investments.

Class	Dollar Amount
A Shares	$2,000
C Shares	$5,000 ($2,000 for IRA of other tax qualified accounts)
I Shares	None

Tax Information

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

47

Large Cap Core Equity Fund
Summary Section

A Shares, C Shares and I Shares

Investment Objective

The Large Cap Core Equity Fund (the “Fund”) seeks long-term capital appreciation. As a secondary goal, the Fund also seeks current income.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Shareholder Fees
(fees paid directly from your investment)	Class A			Class C			Class I
Maximum Sales Charge (load) Imposed on Purchases (as a % of offering price)		5.75	%	None			None
Maximum Deferred Sales Charge (load) (as a % of net asset value)	None				1.00	%	None

Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your investment)	Class A			Class C			Class I
Management Fees		0.85	%		0.85	%		0.85	%
Distribution (12b-1) Fee		0.25	%		1.00	%	None
Other Expenses		[     ]	%		[     ]	%		[     ]	%
Total Annual Fund Operating Expenses		[     ]	%		[     ]	%		[     ]	%

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
C Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
I Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]

48

You would pay the following expenses if you did not redeem your shares:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
C Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
I Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [     ]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets in common stocks and other U.S. traded equity securities of large cap companies. U.S. traded equity securities may include American Depositary Receipts (“ADRs”). IronOak Advisors LLC (the “Subadviser”) considers large cap companies to be companies with market capitalizations similar to those of companies in the S&P 500 Index. As of July 1, 2010, the market capitalization range of companies in the S&P 500 Index was between approximately $[     ] million and $[     ] billion.

The Subadviser believes that a portfolio of stocks with attractive fundamental characteristics purchased at a reasonable valuation will provide above average returns over time. In selecting investments for purchase and sale, the Subadviser chooses companies that, in its opinion, offer above average stock appreciation potential relative to other companies in the same economic sector. The Subadviser uses sector-specific factors to highlight companies whose characteristics are currently attractive versus market peers. The Subadviser performs fundamental research to evaluate securities for the portfolio. The Subadviser’s approach attempts to identify a well-defined “investment thesis” (what it believes a company’s prospects may be over the next 12 to 18 months) based on competitive positioning, business model, and potential catalysts and risks.

The Subadviser seeks securities with an attractive risk/return profile, improving fundamentals and earnings outlook, and relative financial strength and flexibility. The Subadviser may sell a security when the investment thesis is realized, the investment thesis breaks down, or a more attractive alternative presents itself.

The Subadviser believes a diversified approach to portfolio management is a critical component of the overall investment process.

In addition, to implement its investment strategy, the Fund may buy or sell, to a limited extent, derivative instruments (such as futures, options and swaps) to use as a substitute for a purchase or sale of a position in the underlying assets and/or as part of a strategy designed to reduce exposure to other risks, such as market risk.

49

Principal Investment Risks

Equity Risk: Stock prices may fall over short or extended periods of time. The value of the Fund’s securities may fluctuate drastically from day to day.

Large Company Risk: Large cap stocks can perform differently from other segments of the equity market or the equity market as a whole. Large capitalization companies may be less flexible in evolving markets or unable to implement change as quickly as smaller capitalization companies.

Smaller Company Risk: Small and mid-cap stocks tend to perform differently from other segments of the equity market or the equity market as a whole and can be more volatile than stocks of a larger company. Smaller companies may be newer or less established and may have limited resources, products and markets. They may be less liquid.

ADR Risk: Because the Fund may invest in ADRs, it is subject to some of the same risks as direct investments in foreign companies. These include the risk that political and economic events unique to a country or region will affect those markets and their issuers.

Derivatives Risk: Because the Fund may invest in derivatives, it is exposed to additional volatility and potential loss.

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[     ]%	[     ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [     ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to that of the S&P 500 Index. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

50

	1 Year			5 Years			10 Years
A Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
C Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
I Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[     ]	%		[     ]	%		[     ]	%
S&P 500 Index (reflects no deduction for fees, expenses or taxes)		26.46	%		0.42	%		-0.95	%

[Updated performance information is available [Web site address and/or toll-free telephone number].]

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. IronOak Advisors LLC is the Fund’s subadviser.

Portfolio Management

Mr. Jeffrey E. Markunas, CFA, President and Chief Investment Officer of the Subadviser has managed the Fund since the Fund’s inception.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A and C Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. The Fund offers I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

The minimum initial investment amounts for each class are shown below, although these minimums may be reduced or waived in some cases. There are no minimums for subsequent investments.

Class	Dollar Amount
A Shares	$2,000
C Shares	$5,000 ($2,000 for IRA of other tax qualified accounts)
I Shares	None

Tax Information

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

51

Mid-Cap Core Equity Fund
Summary Section

A Shares, C Shares and I Shares

Investment Objective

The Mid-Cap Core Equity Fund (the “Fund”) seeks capital appreciation.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Shareholder Fees
(fees paid directly from your investment)	Class A			Class C			Class I
Maximum Sales Charge (load) Imposed on Purchases (as a % of offering price)		5.75	%	None			None
Maximum Deferred Sales Charge (load) (as a % of net asset value)	None				1.00	%	None

Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your investment)	Class A			Class C			Class I
Management Fees		1.00	%		1.00	%		1.00	%
Distribution (12b-1) Fee		0.30	%		1.00	%	None
Other Expenses		[     ]	%		[     ]	%		[     ]	%
Acquired Fund Fees and Expenses		[     ]	%		[     ]	%		[     ]	%
Total Annual Fund Operating Expenses		[     ]	%		[     ]	%		[     ]	%

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
C Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
I Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]

52

You would pay the following expenses if you did not redeem your shares:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
C Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
I Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [     ]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets in common stocks and other U.S. traded equity securities of mid-cap companies. U.S. traded equity securities may include American Depositary Receipts (“ADRs”). IronOak Advisors LLC (the “Subadviser”) considers mid-cap companies to be companies with market capitalizations similar to those of companies in the Russell Midcap ^® Index. As of July 1, 2010, the market capitalization range of companies in the Russell Midcap ^® Index was between approximately [$XXX million and $XX billion].

The Subadviser believes that a portfolio of stocks with attractive fundamental characteristics purchased at a reasonable valuation will provide above average returns over time. In selecting investments for purchase and sale, the Subadviser chooses companies that, in its opinion, offer above average stock appreciation potential relative to other companies in the same economic sector.

The Subadviser uses sector-specific factors to highlight companies whose characteristics are currently attractive versus market peers. The Subadviser performs fundamental research to evaluate securities for the portfolio. The Subadviser’s approach attempts to identify a well-defined “investment thesis” (what it believes a company’s prospects may be over the next 12 to 18 months) based on competitive positioning, business model, and potential catalysts and risks. The Subadviser seeks securities with an attractive risk/return profile, improving fundamentals and earnings outlook, and relative financial strength and flexibility. The Subadviser may sell a security when the investment thesis is realized, the investment thesis breaks down, or a more attractive alternative presents itself.

The Subadviser believes a diversified approach to portfolio management is a critical component of the overall investment process.

In addition, to implement its investment strategy, the Fund may buy or sell, to a limited extent, derivative instruments (such as futures, options and swaps) to use as a substitute for a purchase or sale of a position in the underlying assets and/or as part of a strategy designed to reduce exposure to other risks, such as market risk.

53

Principal Investment Risks

Equity Risk: Stock prices may fall over short or extended periods of time. The value of the Fund’s securities may fluctuate drastically from day to day.

Smaller Company Risk: Small and mid-cap stocks tend to perform differently from other segments of the equity market or the equity market as a whole and can be more volatile than stocks of a larger company. Smaller companies may be newer or less established and may have limited resources, products and markets. They may be less liquid.

ADR Risk: Because the Fund may invest in ADRs, it is subject to some of the same risks as direct investments in foreign companies. These include the risk that political and economic events unique to a country or region will affect those markets and their issuers.

Derivatives Risk: Because the Fund may invest in derivatives, it is exposed to additional volatility and potential loss.

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[     ]%	[     ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [     ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to that of the Russell Midcap® Index. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

	1 Year			5 Years			10 Years
A Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
C Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
I Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[     ]	%		[     ]	%		[     ]	%
Russell Midcap® Index (reflects no deduction for fees, expenses or taxes)		40.48	%		2.43	%		4.98	%

54

[Updated performance information is available [Web site address and/or toll-free telephone number].]

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. IronOak Advisors LLC is the Fund’s subadviser.

Portfolio Management

Mr. Charles B. Arrington, CFA, Director of the Subadviser, has managed the Fund since August 2008 after having co-managed the Fund since January 2007.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A and C Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. The Fund offers I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

The minimum initial investment amounts for each class are shown below, although these minimums may be reduced or waived in some cases. There are no minimums for subsequent investments.

Class	Dollar Amount
A Shares	$2,000
C Shares	$5,000 ($2,000 for IRA of other tax qualified accounts)
I Shares	None

Tax Information

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

55

Large Cap Growth Stock Fund
Summary Section

A Shares, C Shares and I Shares

Investment Objective

The Large Cap Growth Stock Fund (the “Fund”) seeks capital appreciation.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Shareholder Fees
(fees paid directly from your investment)	Class A			Class C			Class I
Maximum Sales Charge (load) Imposed on Purchases (as a % of offering price)		5.75	%	None			None
Maximum Deferred Sales Charge (load) (as a % of net asset value)	None				1.00	%	None

Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your investment)	Class A			Class C			Class I
Management Fees		0.97	%		0.97	%		0.97	%
Distribution (12b-1) Fee		0.30	%		1.00	%	None
Other Expenses		[     ]	%		[     ]	%		[     ]	%
Total Annual Fund Operating Expenses		[     ]	%		[     ]	%		[     ]	%

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
C Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
I Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]

56

You would pay the following expenses if you did not redeem your shares:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
C Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
I Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [     ]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets in common stocks and other U.S. traded equity securities of large cap companies. U.S. traded equity securities may include American Depositary Receipts (“ADRs”). Silvant Capital Management LLC (the “Subadviser”) considers large cap companies to be companies with market capitalizations similar to those of companies in the Russell 1000 ® Growth Index. As of July 1, 2010, the market capitalization range of companies in the Russell 1000 ® Growth Index was between approximately [$XXX million and $XXX billion]. The Subadviser will seek out securities it believes have strong business fundamentals, such as revenue growth, improving cash flows, increasing margins and positive earning trends.

In selecting investments for purchase and sale, the Subadviser chooses companies that it believes have above average growth potential to beat expectations. The Subadviser applies proprietary quantitative models to rank stocks based on improving fundamentals, valuation, capital deployment and efficiency and sentiment or behavior factors. It then performs in-depth fundamental analysis to determine the quality and sustainability of expectations to determine whether or not the company is poised to beat expectations. The Subadviser uses a “bottom-up” process based on company fundamentals. Risk controls are in place to assist in maintaining a portfolio that is diversified by sector and minimizes unintended risks relative to the primary benchmark.

In addition, to implement its investment strategy, the Fund may buy or sell, to a limited extent, derivative instruments (such as futures, options and swaps) to use as a substitute for a purchase or sale of a position in the underlying assets and/or as part of a strategy designed to reduce exposure to other risks, such as market risk.

Principal Investment Risks

Equity Risk: Stock prices may fall over short or extended periods of time. The value of the Fund’s securities may fluctuate drastically from day to day.

Style Risk (Growth Stock): Growth stocks typically are sensitive to market movements because their market prices tend to reflect future expectations. When it appears those expectations will not be met, the prices of growth stocks typically fall.

57

Large Company Risk: Large cap stocks can perform differently from other segments of the equity market or the equity market as a whole. Large capitalization companies may be less flexible in evolving markets or unable to implement change as quickly as smaller capitalization companies.

Smaller Company Risk: Small and mid-cap stocks tend to perform differently from other segments of the equity market or the equity market as a whole and can be more volatile than stocks of a larger company. Smaller companies may be newer or less established and may have limited resources, products and markets. They may be less liquid.

ADR Risk: Because the Fund may invest in ADRs, it is subject to some of the same risks as direct investments in foreign companies. These include the risk that political and economic events unique to a country or region will affect those markets and their issuers.

Derivatives Risk: Because the Fund may invest in derivatives, it is exposed to additional volatility and potential loss.

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[     ]%	[     ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [     ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to that of the Russell 1000® Growth Index. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

	1 Year			5 Years			10 Years
A Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
C Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
I Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[     ]	%		[     ]	%		[     ]	%
Russell 1000® Growth Index (reflects no deduction for fees, expenses or taxes)		37.21	%		1.63	%		-3.99	%

58

[Updated performance information is available [Web site address and/or toll-free telephone number].]

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. Silvant Capital Management LLC is the Fund’s subadviser.

Portfolio Management

Mr. Christopher Guinther, President and Chief Investment Officer of the Subadviser, Mr. Michael A. Sansoterra, Managing Director of the Subadviser, have co-managed the Fund since March 2007.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A and C Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. The Fund offers I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

The minimum initial investment amounts for each class are shown below, although these minimums may be reduced or waived in some cases. There are no minimums for subsequent investments.

Class	Dollar Amount
A Shares	$2,000
C Shares	$5,000 ($2,000 for IRA of other tax qualified accounts)
I Shares	None

Tax Information

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

59

Select Large Cap Growth Stock Fund
Summary Section

A Shares, C Shares and I Shares

Investment Objective

The Select Large Cap Growth Stock Fund (the “Fund”) seeks long-term capital appreciation.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Shareholder Fees
(fees paid directly from your investment)	Class A			Class C			Class I
Maximum Sales Charge (load) Imposed on Purchases (as a % of offering price)		5.75	%	None			None
Maximum Deferred Sales Charge (load) (as a % of net asset value)	None				1.00	%	None

Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your investment)	Class A			Class C			Class I
Management Fees		0.85	%		0.85	%		0.85	%
Distribution (12b-1) Fee		0.30	%		1.00	%	None
Other Expenses		[     ]	%		[     ]	%		[     ]	%
Total Annual Fund Operating Expenses		[     ]	%		[     ]	%		[     ]	%

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
C Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
I Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]

60

You would pay the following expenses if you did not redeem your shares:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
C Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
I Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [     ]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets in common stocks and other U.S. traded equity securities of large cap companies. U.S. traded equity securities may include American Depositary Receipts (“ADRs”). Silvant Capital Management LLC (the “Subadviser”) considers large cap companies to be companies with market capitalizations similar to those of companies in the Russell 1000 ® Growth Index. As of July 1, 2010, the market capitalization range of companies in the Russell 1000 ® Growth Index was between approximately [$XXX million and $XXX billion].

The Subadviser applies proprietary quantitative models to rank stocks based on improving fundamentals, valuation, capital deployment and efficiency and sentiment or behavior factors. The Subadviser then uses fundamental research to select the portfolio of stocks it believes has the best current risk/return characteristics. In selecting investments for purchase and sale, the Subadviser seeks companies with strong current earnings, growth in revenue, improving profitability, strong balance sheet, strong current and projected business fundamentals, and reasonable valuation. The Subadviser believes in executing a very disciplined and objective investment process in controlling risk through a broadly diversified portfolio. Generally, the Fund will hold 40 securities or less.

In addition, to implement its investment strategy, the Fund may buy or sell, to a limited extent, derivative instruments (such as futures, options and swaps) to use as a substitute for a purchase or sale of a position in the underlying assets and/or as part of a strategy designed to reduce exposure to other risks, such as market risk.

Principal Investment Risks

Equity Risk: Stock prices may fall over short or extended periods of time. The value of the Fund’s common stocks may fluctuate drastically from day to day.

Style Risk (Growth Stock): Growth stocks typically are sensitive to market movements because their market prices tend to reflect future expectations. When it appears those expectations will not be met, the prices of growth stocks typically fall.

Large Company Risk: Large cap stocks can perform differently from other segments of the equity market or the equity market as a whole. Large capitalization companies may be less flexible in evolving markets or unable to implement change as quickly as smaller capitalization companies.

61

Smaller Company Risk: Small and mid-cap stocks tend to perform differently from other segments of the equity market or the equity market as a whole and can be more volatile than stocks of a larger company. Smaller companies may be newer or less established and may have limited resources, products and markets. They may be less liquid.

ADR Risk: Because the Fund may invest in ADRs, it is subject to some of the same risks as direct investments in foreign companies. These include the risk that political and economic events unique to a country or region will affect those markets and their issuers.

Limited Number of Holdings Risk: Because the Fund targets holdings of a more limited number of stocks, performance may be more volatile than a similar fund with a greater number of holdings or the Fund’s respective benchmark.

Derivatives Risk: Because the Fund may invest in derivatives, it is exposed to additional volatility and potential loss.

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[     ]%	[     ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [     ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to that of the Russell 1000® Growth Index. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

	1 Year			5 Years			10 Years
A Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
C Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
I Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[     ]	%		[     ]	%		[     ]	%
Russell 1000® Growth Index (reflects no deduction for fees, expenses or taxes)		37.21	%		1.63	%		-3.99	%

62

[Updated performance information is available [Web site address and/or toll-free telephone number].]

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. Silvant Capital Management LLC is the Fund’s subadviser.

Portfolio Management

Mr. Christopher Guinther, President and Chief Investment Officer of the Subadviser and Mr. Michael A. Sansoterra, Managing Director of the Subadviser, have co-managed the Fund since March 2007. Mr. Joe Ransom, CFA, Managing Director of the Subadviser has co-managed the Fund since March 2007 after managing the Fund since January 2007.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A and C Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. The Fund offers I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

The minimum initial investment amounts for each class are shown below, although these minimums may be reduced or waived in some cases. There are no minimums for subsequent investments.

Class	Dollar Amount
A Shares	$2,000
C Shares	$5,000 ($2,000 for IRA of other tax qualified accounts)
I Shares	None

Tax Information

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

63

Small Cap Growth Stock Fund
Summary Section

A Shares, C Shares and I Shares

Investment Objective

The Small Cap Growth Stock Fund (the “Fund”) seeks long-term capital appreciation.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Shareholder Fees
(fees paid directly from your investment)	Class A			Class C			Class I
Maximum Sales Charge (load) Imposed on Purchases (as a % of offering price)		5.75	%	None			None
Maximum Deferred Sales Charge (load) (as a % of net asset value)	None				1.00	%	None

Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your investment)	Class A			Class C			Class I
Management Fees		1.15	%		1.15	%		1.15	%
Distribution (12b-1) Fee		0.30	%		1.00	%	None
Other Expenses		[     ]	%		[     ]	%		[     ]	%
Total Annual Fund Operating Expenses		[     ]	%		[     ]	%		[     ]	%

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[      ]	$	[      ]	$	[      ]	$	[      ]
C Shares	$	[      ]	$	[      ]	$	[      ]	$	[      ]
I Shares	$	[      ]	$	[      ]	$	[      ]	$	[      ]

You would pay the following expenses if you did not redeem your shares:

64

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[      ]	$	[      ]	$	[      ]	$	[      ]
C Shares	$	[      ]	$	[      ]	$	[      ]	$	[      ]
I Shares	$	[      ]	$	[      ]	$	[      ]	$	[      ]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [     ]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets in U.S. traded equity securities of small cap companies. U.S. traded equity securities may include American Depositary Receipts (“ADRs”). Silvant Capital Management LLC (the “Subadviser”) considers small cap companies to be companies with market capitalizations similar to those of companies in the Russell 2000 ^® Growth Index. As of July 1, 2010, the market capitalization range of companies in the Russell 2000 ^® Growth Index was between approximately [$XX million and $X billion].

In selecting investments for purchase and sale, the Subadviser chooses companies that it believes have above average growth potential to beat expectations as a result of strong business fundamentals, such as revenue growth, improving cash flows, increasing margins and positive earning trends.. The Subadviser applies proprietary quantitative models to rank stocks based on improving fundamentals, valuation, capital deployment and efficiency and sentiment or behavior factors. It then performs in-depth fundamental analysis to determine the quality and sustainability of expectations to determine whether or not the company is poised to beat expectations. The Subadviser uses a “bottom-up” process based on company fundamentals. Risk controls are in place to assist in maintaining a portfolio that is diversified by sector and minimizes unintended risks relative to the primary benchmark.

In addition, to implement its investment strategy, the Fund may buy or sell, to a limited extent, derivative instruments (such as futures, options and swaps) to use as a substitute for a purchase or sale of a position in the underlying assets and/or as part of a strategy designed to reduce exposure to other risks, such as market risk.

Principal Investment Risks

Equity Risk: Stock prices may fall over short or extended periods of time. The value of the Fund’s securities may fluctuate drastically from day to day.

Style Risk (Growth Stock): Growth stocks typically are sensitive to market movements because their market prices tend to reflect future expectations. When it appears those expectations will not be met, the prices of growth stocks typically fall.

Smaller Company Risk: Small and mid-cap stocks tend to perform differently from other segments of the equity market or the equity market as a whole and can be more volatile than stocks of a larger

65

company. Smaller companies may be newer or less established and may have limited resources, products and markets. They may be less liquid.

ADR Risk: Because the Fund may invest in ADRs, it is subject to some of the same risks as direct investments in foreign companies. These include the risk that political and economic events unique to a country or region will affect those markets and their issuers.

Derivatives Risk: Because the Fund may invest in derivatives, it is exposed to additional volatility and potential loss.

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[      ]%	[      ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [     ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to that of the Russell 2000® Growth Index. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

	1 Year			5 Years			10 Years
A Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
C Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
I Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[     ]	%		[     ]	%		[     ]	%
Russell 2000® Growth Index (reflects no deduction for fees, expenses or taxes)		34.47	%		0.87	%		-1.37	%

66

[Updated performance information is available [Web site address and/or toll-free telephone number].]

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. Silvant Capital Management LLC is the Fund’s subadviser.

Portfolio Management

Mr. Christopher Guinther, President and Chief Investment Officer of the Subadviser, has co-managed the Fund since March 2007 after managing the Fund since February 2007. Mr. Michael A. Sansoterra, Managing Director of the Subadviser, has co-managed the Fund since March 2007.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A and C Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. The Fund offers I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

The minimum initial investment amounts for each class are shown below, although these minimums may be reduced or waived in some cases. There are no minimums for subsequent investments.

Class	Dollar Amount
A Shares	$2,000
C Shares	$5,000 ($2,000 for IRA of other tax qualified accounts)
I Shares	None

Tax Information

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

67

Corporate Bond Fund
Summary Section

A Shares, C Shares and I Shares

Investment Objective

The Corporate Bond Fund (the “Fund”) seeks current income and, secondarily, preservation of capital.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Shareholder Fees
(fees paid directly from your investment)	Class A			Class C			Class I
Maximum Sales Charge (load) Imposed on Purchases (as a % of offering price)		4.75	%	None			None
Maximum Deferred Sales Charge (load) (as a % of net asset value)	None				1.00	%	None

Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your investment)	Class A			Class C			Class I
Management Fees		0.40	%		0.40	%		0.40	%
Distribution (12b-1) fee		0.30	%		1.00	%	None
Other Expenses		[     ]	%		[     ]	%		[     ]	%
Total Annual Fund Operating Expenses		[     ]	%		[     ]	%		[     ]	%

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[      ]	$	[      ]	$	[      ]	$	[      ]
C Shares	$	[      ]	$	[      ]	$	[      ]	$	[      ]
I Shares	$	[      ]	$	[      ]	$	[      ]	$	[      ]

68

You would pay the following expenses if you did not redeem your shares:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[      ]	$	[      ]	$	[      ]	$	[      ]
C Shares	$	[      ]	$	[      ]	$	[      ]	$	[      ]
I Shares	$	[      ]	$	[      ]	$	[      ]	$	[      ]

Portfolio Turnover

The Fund pays transaction costs, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [     ]% of the average value of its portfolio.

Principal Investment Strategies

The Fund invests in a diversified portfolio of U.S. dollar denominated corporate obligations and other fixed income securities that are rated BBB-/Baa3 or better by Standard & Poor’s Ratings Services, Moody’s Investors Service or Fitch Ratings or unrated securities that the Fund’s subadviser, Seix Investment Advisors LLC (the “Subadviser”), believes are of comparable quality. Under normal circumstances, the Fund invests at least 80% of its net assets in corporate bonds. The Fund may also invest in U.S. Treasury and agency obligations. The Fund may invest in U.S. dollar denominated obligations of U.S. and non-U.S. issuers. The Fund may invest a portion of its assets in securities that are restricted as to resale.

The Fund will maintain an overall credit quality of A- or better. Securities downgraded below BBB-/Baa3 after purchase by all agencies that rate the securities can be retained up to 10% of the Fund’s total net assets.

The Subadviser attempts to identify investment grade corporate bonds offering above average total return. In selecting corporate debt investments for purchase and sale, the Subadviser seeks out companies with good fundamentals and above average return prospects that are currently priced at attractive levels. The primary basis for security selection is the potential income offered by the security relative to the Subadviser’s assessment of the issuer’s ability to generate the cash flow required to meet its obligations. The Subadviser employs a “bottom-up” approach, identifying investment opportunities based on the underlying financial and economic fundamentals of the specific issuer.

Principal Investment Risks

Credit Risk: Debt securities are subject to the risk that an issuer will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the owner may not make payment on time. The lower the rating of a debt security, the higher its credit risk.

Interest Rate Risk: Debt securities will generally lose value if interest rates increase. U.S. Government securities can exhibit price movements resulting from changes in interest rates. Interest rate risk is generally higher for investments with longer maturities or durations. Treasury inflation protected

69

securities (“TIPS”) can also exhibit price movements as a result of changing inflation expectations and seasonal inflation patterns.

Default and Downgrade Risk: Securities rated below BBB-/Baa3 involve greater risk of default or downgrade and are more volatile than investment grade securities. Below investment grade securities may also be less liquid than higher quality securities.

Foreign Companies Risk: Dollar denominated securities of foreign issuers involve special risks such as economic or financial instability, lack of timely or reliable financial information and unfavorable political or legal developments.

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future. The Fund began operating April 1, 2009. Performance prior to April 1, 2009 is that of the Strategic Income Fund, the Fund’s predecessor, which began operations on November 30, 2001.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[      ]%	[      ] %
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [     ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to those of the Barclays Capital Corporate Index. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

Since

Inception of the

Since

1 Year

5 Years

A Shares*

Inception**

A Shares Returns Before Taxes

[     ]

%

[     ]

%

[     ]

%

N/A

C Shares Returns Before Taxes

[     ]

%

[     ]

%

[     ]

%

[     ]

%

70

							Since
							Inception of the			Since
	1 Year			5 Years			A Shares*			Inception**
I Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions		[     ]	%		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[     ]	%		[     ]	%		[     ]	%		[     ]	%
Barclays Capital Corporate Index (reflects no deduction for fees, expenses or taxes)		18.68	%		4.58	%		4.89	%		5.66	%

*	Since inception of the A Shares on October 8, 2003. Benchmark returns since September 30, 2003 (benchmark returns available only on a month end basis).
**	Since inception of the C Shares and the I Shares on November 30, 2001.

[Updated performance information is available [Web site address and/or toll-free telephone number].]

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. Seix Investment Advisors LLC is the Fund’s subadviser.

Portfolio Management

Mr. James F. Keegan, Chief Investment Officer, has been a member of the Fund’s management team since 2008. Mr. Adrien Webb, CFA, Managing Director and Senior Portfolio Manager, has been a member of the Fund’s management team since 2004. Mr. Perry Troisi, Managing Director and Senior Portfolio Manager, has been a member of the Fund’s management team since 2004.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A and C Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. The Fund offers I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

The minimum initial investment amounts for each class are shown below, although these minimums may be reduced or waived in some cases. There are no minimums for subsequent investments.

Class	Dollar Amount
A Shares	$2,000
C Shares	$5,000 ($2,000 for IRA of other tax qualified accounts)
I Shares	None

71

Tax Information

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

72

Intermediate Bond Fund
Summary Section

A Shares, R Shares and I Shares

Investment Objective

The Intermediate Bond Fund (the “Fund”) seeks total return (comprised of capital appreciation and income) that consistently exceeds the total return of the broad U.S. dollar denominated, investment grade market of intermediate term government and corporate bonds.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Shareholder Fees
(fees paid directly from your investment)	Class A			Class R	Class I
Maximum Sales Charge (load) Imposed on Purchases (as a % of offering price)		4.75	%	None	None

Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your investment)	Class A			Class R			Class I
Management Fees		0.24	%		0.24	%		0.24	%
Distribution (12b-1) fee		0.25	%		0.50	%	None
Other Expenses		[      ]	%		[      ]	%		[      ]	%
Total Annual Fund Operating Expenses		[      ]	%		[      ]	%		[      ]	%

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[      ]	$	[      ]	$	[      ]	$	[      ]
R Shares	$	[      ]	$	[      ]	$	[      ]	$	[      ]
I Shares	$	[      ]	$	[      ]	$	[      ]	$	[      ]

73

Portfolio Turnover

The Fund pays transaction costs,, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [     ]% of the average value of its portfolio.

Principal Investment Strategies

The Fund invests in various types of income producing debt securities including mortgage-and asset-backed securities, government and agency obligations, corporate obligations and floating rate loans. The Fund may invest in debt securities of U.S. and non-U.S. issuers, including emerging market debt. The Fund’s investment in non-U.S. issuers may at times be significant. Under normal circumstances, the Fund invests at least 80% of its net assets in fixed income securities. These securities will be chosen from the broad universe of available intermediate term fixed income securities rated investment grade by Standard & Poor’s Ratings Services, Moody’s Investors Service or Fitch Ratings or unrated securities that the Fund’s subadviser, Seix Investment Advisors LLC, (the “Subadviser”) believes are of comparable quality. The Fund may invest up to 20% of its net assets in below investment grade, high yield debt obligations. The Fund may also invest a portion of its assets in securities that are restricted as to resale.

The Subadviser invests in intermediate term fixed income securities with an emphasis on corporate and mortgage backed securities. The Subadviser anticipates that the Fund will maintain an average weighted maturity of 3 to 10 years and the Fund will be managed with a duration that is close to that of its comparative benchmark, the Barclays Capital Intermediate U.S. Government/Credit Bond Index, which is generally between 3 to 4 years. In selecting investments for purchase and sale, the Subadviser generally selects a greater weighting in obligations of domestic corporations and mortgage-backed securities relative to the Fund’s comparative benchmark, and a lower relative weighting in U.S. Treasury and government agency issues.

In addition, to implement its investment strategy, the Fund may buy or sell derivative instruments (such as foreign currency forward contracts, swaps, including credit default swaps, futures, credit linked notes, options, inverse floaters and warrants) to use as a substitute for a purchase or sale of a position in the underlying assets and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate or credit risks. The Fund may count the value of certain derivatives with investment grade intermediate-term fixed income characteristics towards its policy to invest, under normal circumstances, at least 80% of its net assets in fixed income securities.

Principal Investment Risks

Credit Risk: Debt securities are subject to the risk that an issuer will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the owner may not make payment on time. The lower the rating of a debt security, the higher its credit risk.

Interest Rate Risk: Debt securities will generally lose value if interest rates increase. U.S. Government securities can exhibit price movements resulting from changes in interest rates. Interest rate risk is generally higher for investments with longer maturities or durations. Treasury inflation protected securities (“TIPS”) can also exhibit price movements as a result of changing inflation expectations and seasonal inflation patterns.

74

Mortgage and Asset Backed Security Risk: Mortgage- and asset-backed securities are debt instruments that are secured by interests in pools of mortgage loans or other financial assets. The value of these securities will be influenced by the factors affecting the assets underlying such securities, swings in interest rates, changes in default rates, or deteriorating economic conditions. During periods of declining asset values, mortgage-backed and asset-backed securities may face valuation difficulties, become more volatile and/or illiquid. The risk of default is generally higher in the case of securities backed by loans made to borrowers with “sub-prime” credit metrics.

Prepayment and Call Risk: When mortgages and other obligations are prepaid and when securities are called, the Fund may have to reinvest in securities with a lower yield or fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss.

Foreign Securities Risk: Foreign securities involve special risks such as currency fluctuations, economic or financial instability, lack of timely or reliable financial information and unfavorable political or legal developments and delays in enforcement of rights. These risks are increased for investments in emerging markets.

Below Investment Grade Securities Risk: Below investment grade securities (sometimes referred to as “junk bonds”) involve greater risk of default or downgrade and are more volatile than investment grade securities. Below investment grade securities may also be less liquid than higher quality securities.

Floating Rate Loan Risk: The risks associated with floating rate loans are similar to the risks of below investment grade securities. In addition, the value of the collateral securing the loan may decline, causing a loan to be substantially unsecured. The sale and purchase of a bank loan are subject to the requirements of the underlying credit agreement governing such bank loan.

These requirements may limit the eligible pool of potential bank loan holders by placing conditions or restrictions on sales and purchases of bank loans.

Bank loans are not traded on an exchange and purchasers and sellers of bank loans rely on market makers, usually the administrative agent for a particular bank loan, to trade bank loans. These factors, in addition to overall market volatility, may negatively impact the liquidity of loans. Difficulty in selling a floating rate loan may result in a loss.

Borrowers may pay back principal before the scheduled due date when interest rates decline, which may require the Fund to replace a particular loan with a lower-yielding security. There may be less extensive public information available with respect to loans than for rated, registered or exchange listed securities. The Fund may assume the credit risk of the administrative agent in addition to the borrower, and investments in loan assignments may involve the risks of being a lender.

Derivatives Risk: Because the Fund may invest in derivatives, it is exposed to additional volatility and potential loss.

Foreign Currency Forward Contracts Risk: The technique of purchasing foreign currency forward contracts to obtain exposure to currencies or manage currency risk may not be effective. In addition, currency markets generally are not as regulated as securities markets.

Swap Risk: The Fund may enter into swap agreements, including credit default swaps, for purposes of attempting to gain exposure to a particular asset without actually purchasing that asset, or to hedge a position. Credit default swaps may increase the Fund’s exposure to credit risk and could result in losses if the Subadviser does not correctly evaluate the creditworthiness of the entity on which the credit

75

default swap is based. Swap agreements may also subject the Fund to the risk that the counterparty to the transaction may not meet its obligations.

Futures Contract Risk: The Fund may enter into futures contracts. The risks associated with futures include: the Subadviser’s ability to manage these instruments, the potential inability to terminate or sell a position, the lack of a liquid secondary market for the Fund’s position and the risk that the counterparty to the transaction will not meet its obligations.

Leverage Risk: Certain transactions and the use of derivatives such as foreign currency forward contracts, swaps and futures may create leveraging risk. Leverage may cause the Fund to be more volatile than if the Fund had not been leveraged. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s portfolio securities.

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future. The Fund began operating on October 11, 2004. Performance prior to October 11, 2004 is that of the I Shares of the Seix Intermediate Bond Fund, the Fund’s predecessor, which began operations on June 30, 1999, and has not been adjusted to reflect A Share or R Share expenses. If it had been, performance would have been lower.

This bar chart shows the changes in performance of the Fund’s R Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[      ] %	[      ] %
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [     ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to those of the Barclays Capital Intermediate U.S. Government/Credit Bond Index. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

76

							Since
	1 Year			5 Years			Inception*
A Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
R Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
I Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[     ]	%		[     ]	%		[     ]	%
Barclays Capital Intermediate U.S. Government/Credit Bond Index (reflects no deduction for fees, expenses or taxes)		5.24	%		4.66	%		5.73	%

*	Since inception of the predecessor fund on June 30, 1999.
**	The average annual total return information shown above, prior to the conversion of C Shares to R Shares at the close of business on February 13, 2009, is that of C Shares except for the period from October 16, 2007 through January 17, 2008, which is that of I Shares, not adjusted for C Share expenses. If expenses were adjusted performance would have been lower.

[Updated performance information is available [Web site address and/or toll-free telephone number].]

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. Seix Investment Advisors LLC is the Fund’s subadviser.

Portfolio Management

Mr. James F. Keegan, Chief Investment Officer, has been a member of the Fund’s management team since 2008. Mr. Adrien Webb, CFA, Managing Director and Senior Portfolio Manager, has been a member of the Fund’s management team since 2002. Mr. Perry Troisi, Managing Director and Senior Portfolio Manager has been a member of the Fund’s management team since 2002. Mr. Michael Rieger, Managing Director and Senior Portfolio Manager, has been a member of the Fund’s management team since 2007. Mr. Seth Antiles, Ph.D., Managing Director and Portfolio Manager, has been a member of the management team for the Fund since 2005.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A and R Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. The Fund offers I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for

77

whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

The minimum initial investment amounts for each class are shown below, although these minimums may be reduced or waived in some cases. There are no minimums for subsequent investments.

Class	Dollar Amount
A Shares	$2,000
R Shares	$5,000 ($2,000 for IRA of other tax qualified accounts)
I Shares	None

Tax Information

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

78

Investment Grade Bond Fund
Summary Section

A Shares, R Shares and I Shares

Investment Objective

The Investment Grade Bond Fund (the “Fund”) seeks high total return through current income and capital appreciation, while preserving the principal amount invested.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Shareholder Fees
(fees paid directly from your investment)	Class A			Class R	Class I
Maximum Sales Charge (load) Imposed on Purchases (as a % of offering price)		4.75	%	None	None

Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your investment)	Class A			Class R			Class I
Management Fees		0.50	%		0.50	%		0.50	%
Distribution (12b-1) fee		0.30	%		0.50	%	None
Other Expenses		[      ]	%		[      ]	%		[      ]	%
Total Annual Fund Operating Expenses		[      ]	%		[      ]	%		[      ]	%

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[      ]	$	[      ]	$	[      ]	$	[      ]
R Shares	$	[      ]	$	[      ]	$	[      ]	$	[      ]
I Shares	$	[      ]	$	[      ]	$	[      ]	$	[      ]

Portfolio Turnover

The Fund pays transaction costs when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating

79

expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [     ]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets in fixed income securities rated investment grade by at least one national securities rating agency or unrated securities that the Fund’s subadviser, Seix Investment Advisors LLC (the “Subadviser”) believes are of comparable quality. The Subadviser focuses on corporate debt securities, U.S. Treasury obligations, mortgage-backed securities and other asset-backed securities. The Fund may invest in debt obligations of U.S. and non U.S. issuers. The Fund’s investment in non-U.S. issuers may at times be significant. The Fund may invest up to 20% of its net assets in below investment grade, high yield debt obligations, including emerging market debt and floating rate loans. The Fund may also invest a portion of its assets in securities that are restricted as to resale.

The Subadviser attempts to identify relatively inexpensive securities in a selected market index. In selecting investments for purchase and sale, the Subadviser tries to minimize risk while attempting to outperform selected market indices. Currently, the Subadviser’s selected index is the Barclays Capital U.S. Government/Credit Index, a widely recognized, unmanaged index of investment grade government and corporate debt securities. The Subadviser seeks to invest more in portions of the Index that seem relatively inexpensive, and less in those that seem expensive. The Subadviser allocates the Fund’s investments among various market sectors based on the Subadviser’s analysis of historical data, yield information and credit ratings.

In addition, to implement its investment strategy, the Fund may buy or sell derivative instruments (such as foreign currency forward contracts, swaps, including credit default swaps, futures, credit linked notes, options, inverse floaters and warrants) to use as a substitute for a purchase or sale of a position in the underlying assets and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate or credit risks. The Fund may count the value of certain derivatives with investment grade fixed income characteristics towards its policy to invest, under normal circumstances, at least 80% of its net assets in investment grade fixed income securities.

Principal Investment Risks

Credit Risk: Debt securities are subject to the risk that an issuer will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the owner may not make payment on time. The lower the rating of a debt security, the higher its credit risk.

Interest Rate Risk: Debt securities will generally lose value if interest rates increase. U.S. Government securities can exhibit price movements resulting from changes in interest rates. Interest rate risk is generally higher for investments with longer maturities or durations. Treasury inflation protected securities (“TIPS”) can also exhibit price movements as a result of changing inflation expectations and seasonal inflation patterns.

Mortgage and Asset Backed Security Risk: Mortgage- and asset-backed securities are debt instruments that are secured by interests in pools of mortgage loans or other financial assets. The value of these securities will be influenced by the factors affecting the assets underlying such securities, swings in interest rates, changes in default rates, or deteriorating economic conditions. During periods of declining asset values, mortgage-backed and asset-backed securities may face valuation difficulties, become more

80

volatile and/or illiquid. The risk of default is generally higher in the case of securities backed by loans made to borrowers with “sub-prime” credit metrics.

Prepayment and Call Risk: When mortgages and other obligations are prepaid and when securities are called, the Fund may have to reinvest in securities with a lower yield or fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss.

Foreign Securities Risk: Foreign securities involve special risks such as currency fluctuations, economic or financial instability, lack of timely or reliable financial information and unfavorable political or legal developments and delays in enforcement of rights. These risks are increased for investments in emerging markets.

Below Investment Grade Securities Risk: Below investment grade securities (sometimes referred to as “junk bonds”) involve greater risk of default or downgrade and are more volatile than investment grade securities. Below investment grade securities may also be less liquid than higher quality securities.

Floating Rate Loan Risk: The risks associated with floating rate loans are similar to the risks of below investment grade securities. In addition, the value of the collateral securing the loan may decline, causing a loan to be substantially unsecured. The sale and purchase of a bank loan are subject to the requirements of the underlying credit agreement governing such bank loan. These requirements may limit the eligible pool of potential bank loan holders by placing conditions or restrictions on sales and purchases of bank loans.

Bank loans are not traded on an exchange and purchasers and sellers of bank loans rely on market makers, usually the administrative agent for a particular bank loan, to trade bank loans. These factors, in addition to overall market volatility, may negatively impact the liquidity of loans. Difficulty in selling a floating rate loan may result in a loss.

Borrowers may pay back principal before the scheduled due date when interest rates decline, which may require the Fund to replace a particular loan with a lower-yielding security. There may be less extensive public information available with respect to loans than for rated, registered or exchange listed securities. The Fund may assume the credit risk of the administrative agent in addition to the borrower, and investments in loan assignments may involve the risks of being a lender.

Derivatives Risk: Because the Fund may invest in derivatives, it is exposed to additional volatility and potential loss.

Foreign Currncy Forward Contracts Risk: The technique of purchasing foreign currency forward contracts to obtain exposure to currencies or manage currency risk may not be effective. In addition, currency markets generally are not as regulated as securities markets.

Swap Risk: The Fund may enter into swap agreements, including credit default swaps, for purposes of attempting to gain exposure to a particular asset without actually purchasing that asset, or to hedge a position. Credit default swaps may increase the Fund’s exposure to credit risk and could result in losses if the Subadviser does not correctly evaluate the creditworthiness of the entity on which the credit default swap is based. The Fund may also be subject to the risk that the counterparty to the transaction may not meet its obligations.

Futures Contract Risk: The Fund may enter into futures contracts. The risks associated with futures include: the Subadviser’s ability to manage these instruments, the potential inability to terminate or sell a position, the lack of a liquid secondary market for the Fund’s position and the risk that the counterparty to the transaction will not meet its obligations.

81

Leverage Risk: Certain transactions and the use of derivatives such as foreign currency forward contracts, swaps and futures may create leveraging risk. Leverage may cause the Fund to be more volatile than if the Fund had not been leveraged. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s portfolio securities.

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[      ] %	[      ] %
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [     ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to those of the Barclays Capital U.S. Government/Credit Index. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

	1 Year			5 Years			10 Years
A Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
R Shares Returns Before Taxes*		[     ]	%		[     ]	%		[     ]	%
I Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[     ]	%		[     ]	%		[     ]	%
Barclays Capital U.S. Government/Credit Index (reflects no deduction for fees, expenses or taxes)		4.52	%		4.71	%		6.34	%

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* The average annual total return information shown above is that of C Shares not adjusted for the C Shares’ sales charge. At the close of business on July 31, 2009, all outstanding C Shares converted to R Shares.

[Updated performance information is available [Web site address and/or toll-free telephone number].]

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. Seix Investment Advisors LLC is the Fund’s subadviser.

Portfolio Management

Mr. James F. Keegan, Chief Investment Officer, has been a member of the Fund’s management team since 2008. Mr. Adrien Webb, CFA, Managing Director and Senior Portfolio Manager, has been a member of the Fund’s management team since 2004. Mr. Perry Troisi, Managing Director and Senior Portfolio Manager has been a member of the Fund’s management team since 2004. Mr. Michael Rieger, Managing Director and Senior Portfolio Manager, has been a member of the Fund’s management team since 2007. Mr. Seth Antiles, Ph.D., Managing Director and Portfolio Manager, has been a member of the management team for the Fund since 2005.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A and R Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. The Fund offers I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

The minimum initial investment amounts for each class are shown below, although these minimums may be reduced or waived in some cases. There are no minimums for subsequent investments.

Class	Dollar Amount
A Shares	$2,000
R Shares	$5,000 ($2,000 for IRA of other tax qualified accounts)
I Shares	None

Tax Information

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

83

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

84

Limited Duration Fund

Summary Section

I Shares

Investment Objective

The Limited Duration Fund (the “Fund”) seeks current income, while preserving liquidity and principal.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your investment)	Class I
Management Fees		0.10	%
Other Expenses		[     ]	%
Total Annual Fund Operating Expenses		[     ]	%

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year		3 Years		5 Years		10 Years
I Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]

Portfolio Turnover

The Fund pays transaction costs when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [___]% of the average value of its portfolio.

Principal Investment Strategies

The Fund invests in U.S. dollar-denominated, investment grade fixed income securities, including corporate and bank obligations, government securities, and mortgage-and asset-backed securities of U.S. and non-U.S. issuers, rated A or better by Standard & Poor’s Ratings Services, Moody’s Investors Service or Fitch Ratings or unrated securities that the Fund’s subadviser, Seix Investment Advisors LLC (the “Subadviser”) believes are of comparable quality. The Fund’s investment in non-U.S. issuers may at times be significant.

The Fund will maintain an average credit quality of AA or Aa and all securities held in the Fund will have interest rate durations of 180 days or less. For floating rate notes, the interest rate duration will be

85

based on the next interest rate reset date. Duration measures a bond or Fund’s sensitivity to interest rate changes and is expressed as a number of years. The higher the number, the greater the risk. Under normal circumstances, for example, if a portfolio has a duration of 5 years, its value will change by 5% if rates change by 1%. Shorter duration bonds result in lower expected volatility.

The Subadviser attempts to identify U.S. dollar-denominated, investment grade fixed income securities that offer high current income while preserving liquidity and principal. In selecting investments for purchase and sale, the Subadviser emphasizes securities that are within the targeted segment of the U.S. dollar-denominated, fixed income securities markets and will generally focus on investments that have good business prospects, credit strength, stable cash flows and effective management. The Subadviser may retain securities if the rating of the security falls below investment grade and the Subadviser deems retention of the security to be in the best interests of the Fund.

In addition, to implement its investment strategy, the Fund may buy or sell, to a limited extent, derivative instruments (such as credit linked notes, futures, options, inverse floaters, swaps and warrants) to use as a substitute for a purchase or sale of a position in the underlying asset and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate risk and credit risk.

Principal Investment Risks

Credit Risk: Debt securities are subject to the risk that an issuer will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the owner may not make payment on time. The lower the rating of a debt security, the higher its credit risk.

Interest Rate Risk: Debt securities will generally lose value if interest rates increase. U.S. Government securities can exhibit price movements resulting from changes in interest rates. Interest rate risk is generally higher for investments with longer maturities or durations. Treasury inflation protected securities (“TIPS”) can also exhibit price movements as a result of changing inflation expectations and seasonal inflation patterns.

Mortgage and Asset Backed Security Risk: Mortgage- and asset-backed securities are debt instruments that are secured by interests in pools of mortgage loans or other financial assets. The value of these securities will be influenced by the factors affecting the assets underlying such securities, swings in interest rates, changes in default rates, or deteriorating economic conditions. During periods of declining asset values, mortgage-backed and asset-backed securities may face valuation difficulties, become more volatile and/or illiquid. The risk of default is generally higher in the case of securities backed by loans made to borrowers with “sub-prime” credit metrics.

Prepayment and Call Risk: When mortgages and other obligations are prepaid and when securities are called, the Fund may have to reinvest in securities with a lower yield or fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss.

Foreign Securities Risk: Foreign securities involve special risks such as economic or financial instability, lack of timely or reliable financial information and unfavorable political or legal developments and delays in enforcement of rights . These risks are increased for investments in emerging markets.

Derivatives Risk: Because the Fund may invest in derivatives, it is exposed to additional volatility and potential loss.

86

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future. The Fund began operating on October 11, 2004. Performance prior to October 11, 2004 is that of the I Shares of the Seix Limited Duration Fund, the Fund’s predecessor, which began operations on October 25, 2002.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[     ]%	[     ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [     ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to those of the Bank of America Merrill Lynch U.S. Treasury Bill 3 Month Index. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

							Since
	1 Year			5 Years			Inception*
I Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[     ]	%		[     ]	%		[     ]	%
Bank of America Merrill Lynch U.S. Treasury Bill 3 Month Index (reflects no deduction for fees, expenses or taxes)		0.21	%		3.02	%		2.99	%

* Since inception of the predecessor fund on October 25, 2002. Benchmark returns since September 30, 2002 (benchmark returns available only on a month end basis).

     [Updated performance information is available [Web site address and/or toll-free telephone number].]

87

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. Seix Investment Advisors LLC is the Fund’s subadviser.

Portfolio Management

Mr. James F. Keegan, Chief Investment Officer, has been a member of the Fund’s management team since 2008. Mr. Adrien Webb, CFA, Managing Director and Senior Portfolio Manager, has been a member of the Fund’s management team since 2007. Mr. Perry Troisi, Managing Director and Senior Portfolio Manager has been a member of the Fund’s management team since the Fund’s inception. Mr. Michael Rieger, Managing Director and Senior Portfolio Manager, has been a member of the Fund’s management team since 2007. Mr. Seth Antiles, Ph.D., Managing Director and Portfolio Manager, has been a member of the management team for the Fund since 2009.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A and R Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. The Fund offers I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

The minimum initial investment amounts for each class are shown below, although these minimums may be reduced or waived in some cases. There are no minimums for subsequent investments.

Class	Dollar Amount
A Shares	$2,000
R Shares	$5,000 ($2,000 for IRA of other tax qualified accounts)
I Shares	None

Tax Information

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

88

Limited-Term Federal Mortgage Securities Fund

Summary Section

A Shares, C Shares and I Shares

Investment Objective

The Limited-Term Federal Mortgage Securities Fund (the “Fund”) seeks high current income, while preserving capital.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Shareholder Fees
(fees paid directly from your investment)	Class A			Class C			Class I
Maximum Sales Charge (load) Imposed on Purchases (as a % of offering price)		2.50	%	None			None
Maximum Deferred Sales Charge (load) (as a % of net asset value)	None				1.00	%	None

Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your investment)	Class A			Class C			Class I
Management Fees		0.50	%		0.50	%		0.50	%
Distribution (12b-1) fee		0.20	%		1.00	%	None
Other Expenses		[     ]	%		[     ]	%		[     ]	%
Total Annual Fund Operating Expenses		[     ]	%		[     ]	%		[     ]	%

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
C Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
I Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]

89

You would pay the following expenses if you did not redeem your shares:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
C Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
I Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]

Portfolio Turnover

The Fund pays transaction costs when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [___]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets in U.S. government agency mortgage-backed securities, such as Fannie Mae, GNMA and collateralized mortgage obligations.

In selecting investments for purchase and sale, the Fund’s subadviser, Seix Investment Advisors LLC (the “Subadviser”) attempts to identify securities that it expects to perform well in rising and falling markets. The Subadviser also attempts to reduce the risk that the underlying mortgages are prepaid by focusing on securities that it believes are less prone to this risk. For example, Fannie Mae or GNMA securities that were issued years ago may be less prone to prepayment risk because there have been many opportunities for prepayment, but few have occurred.

In addition, to implement its investment strategy, the Fund may buy or sell, to a limited extent, derivative instruments (such as credit linked notes, futures, options, inverse floaters, swaps and warrants) to use as a substitute for a purchase or sale of a position in the underlying assets and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate risk and credit risk.

Principal Investment Risks

Credit Risk: Debt securities are subject to the risk that an issuer will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the owner may not make payment on time. The lower the rating of a debt security, the higher its credit risk.

Interest Rate Risk: Debt securities will generally lose value if interest rates increase. U.S. Government securities can exhibit price movements resulting from changes in interest rates. Interest rate risk is generally higher for investments with longer maturities or durations. Treasury inflation protected securities (“TIPS”) can also exhibit price movements as a result of changing inflation expectations and seasonal inflation patterns.

Mortgage and Asset Backed Security Risk: Mortgage- and asset-backed securities are debt instruments that are secured by interests in pools of mortgage loans or other financial assets. The value of these securities will be influenced by the factors affecting the assets underlying such securities, swings in interest rates, changes in default rates, or deteriorating economic conditions. During periods of declining asset values, mortgage-backed and asset-backed securities may face valuation difficulties, become more volatile and/or illiquid. The risk of default is generally higher in the case of securities backed by loans made to borrowers with “sub-prime” credit metrics.

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Prepayment and Call Risk: When mortgages and other obligations are prepaid and when securities are called, the Fund may have to reinvest in securities with a lower yield or fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss.

Derivatives Risk: Because the Fund may invest in derivatives, it is exposed to additional volatility and potential loss.

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[     ]%	[     ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [     ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to those of the Barclays Capital U.S. Mortgage-Backed Securities Index. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

	1 Year			5 Years			10 Years
A Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
C Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
I Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[     ]	%		[     ]	%		[     ]	%
Barclays Capital U.S. Mortgage-Backed Securities Index (reflects no deduction for fees, expenses or taxes)		5.89	%		5.78	%		6.46	%

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[Updated performance information is available [Web site address and/or toll-free telephone number].]

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. Seix Investment Advisors LLC is the Fund’s subadviser.

Portfolio Management

Mr. James F. Keegan, Chief Investment Officer, has been a member of the Fund’s management team since 2008. Mr. Adrien Webb, CFA, Managing Director and Senior Portfolio Manager, has been a member of The Fund’s management team since 2007. Mr. Perry Troisi, Managing Director and Senior Portfolio Manager has been a member of the Fund’s management team since 2007. Mr. Michael Rieger, Managing Director and Senior Portfolio Manager, has been a member of the Fund’s management team since 2007. Mr. Seth Antiles, Ph.D., Managing Director and Portfolio Manager, has been a member of the Fund’s Management team since 2009.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A and C Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. The Fund offers I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

The minimum initial investment amounts for each class are shown below, although these minimums may be reduced or waived in some cases. There are no minimums for subsequent investments.

Class	Dollar Amount
A Shares	$2,000
C Shares	$5,000 ($2,000 for IRA of other tax qualified accounts)
I Shares	None

Tax Information

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

92

Seix Global Strategy Fund

Summary Section

A Shares and I Shares

Investment Objective

The Seix Global Strategy Fund (the “Fund”) seeks solid positive returns with limited downside risk from capital appreciation and current income.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Shareholder Fees
(fees paid directly from your investment)	Class A			Class I
Maximum Sales Charge (load) Imposed on Purchases (as a % of offering price)		4.75	%	None

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)	Class A			Class I
Management Fees		0.60	%		0.60	%
Distribution (12b-1) fee		0.30	%	None
Other Expenses		[     ]	%		[     ]	%
Total Annual Fund Operating Expenses		[     ]	%		[     ]	%
Fee Waiver and/or Expense Reimbursement(1)		[     ]	%		[     ]	%
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement		[     ]	%		[     ]	%

⁽¹⁾ The Adviser and the Subadviser have contractually agreed to waive fees and reimburse expenses until at least August 1, 2011 in order to keep Total Annual Operating Expenses (excluding taxes, brokerage commissions, substitute dividend expenses on securities sold short, extraordinary expenses and underlying fund fees and expenses) from exceeding 1.13% and 0.83% for the A and I Shares, respectively. This agreement shall terminate upon the termination of the Investment Advisory Agreement between the Trust and the Adviser, or it may be terminated upon written notice to the Adviser by the Trust.

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

93

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
I Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]

Portfolio Turnover

The Fund pays transaction costs when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [___]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests primarily in debt securities of issuers worldwide (including emerging markets) and foreign currencies. The Fund’s investments may include debt securities issued by domestic and foreign governments and their agencies and authorities, and corporations, and may be denominated in U.S. dollars or other currencies. The Fund focuses primarily on investment grade and may also invest significantly in below investment grade securitites that are rated by a nationally recognized statistical rating organization, or if no such rating exists, securities that are demed to be of comparable quality by the Subadviser. Such below investment grade securities are commonly known as “junk bonds” and offer greater risks than investment grade debt securities. The Fund may invest in debt securities with a range of maturities from short to long term. The Fund’s investments in foreign currency may include buying and selling currency on a spot basis.

To implement its investment strategy, the Fund may enter into foreign currency forward contracts and will buy or sell derivative instruments (such as credit linked notes, futures, options, inverse floaters, swaps, including credit default swaps and warrants) to use as a substitute for a purchase or sale of a position in the underlying assets and/or as part of a strategy designed to reduce exposure to other risks. For example, there are instances in which the derivatives market is more liquid and less volatile than the market for the underlying fixed income instruments and currencies. In other cases, the only way to gain exposure to some foreign markets is to purchase foreign currency forward contracts and other derivatives. When derivatives are used as the primary or only means by which the Fund implements its investment strategy, the Fund may be significantly invested in money market instruments such as U.S. Treasuries or shares of RidgeWorth Money Market Funds. The Fund may count the value of derivatives as applying to its requirement to invest primarily in debt securities of issuers worldwide and foreign currencies where the derivative’s underlying securities attributes meet those described in the first paragraph.

In selecting investments for purchase and sale, the Subadviser identifies investment opportunities by beginning with country selection, then assessing local markets for upside potential and downside risk. Factors considered include prospects for a country’s political stability, currency exchange rates, interest rates, inflation, relative economic growth and governmental policies.

The Subadviser may sell a security if it no longer believes the security will contribute to meeting the investment objective of the Fund. In considering whether to sell a security, the Subadviser may evaluate, among other things, the condition of foreign economies, and meaningful changes in the issuer’s financial condition and competitiveness.

Principal Investment Risks

94

Credit Risk: Debt securities are subject to the risk that an issuer will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the owner may not make payment on time. The lower the rating of a debt security, the higher its credit risk

Interest Rate Risk: Debt securities will generally lose value if interest rates increase. U.S. Government securities can exhibit price movements resulting from changes in interest rates. Interest rate risk is generally higher for investments with longer maturities or durations. Treasury inflation protected securities (“TIPS”) can also exhibit price movements as a result of changing inflation expectations and seasonal inflation patterns.

Foreign Securities Risk: Foreign securities involve special risks such as currency fluctuations, economic or financial instability, lack of timely or reliable financial information and unfavorable political or legal developments and delays in enforcement of rights. These risks are increased for investments in emerging markets.

Foreign Currency Risk: Changes in foreign currency exchange rates will affect the value of what the fund owns and the price of the Fund’s shares. Generally, when the U.S. dollar rises in value against a foreign currency, an investment in that country loses value because that currency is worth fewer U.S. dollars. Currency trends are unpredictable and currency rates may fluctuate significantly for a number of reasons, including changes in interest rates, intervention (or failure to intervene) by U.S. or foreign governments or central banks, or by currency controls or political developments.

Foreign Currency Forward Contracts Risk: The technique of purchasing foreign currency forward contracts to obtain exposure to currencies or manage currency risk may not be effective. In addition, currency markets generally are not as regulated as securities markets.

Derivatives Risk: Because the Fund may invest in derivatives, it is exposed to additional volatility and potential loss.

Swap Risk: The Fund may enter into swap agreements, including credit default swaps, for purposes of attempting to gain exposure to a particular asset without actually purchasing that asset, or to hedge a position. Credit default swaps may increase the Fund’s exposure to credit risk and could result in losses if the Subadviser does not correctly evaluate the creditworthiness of the entity on which the credit default swap is based. Swap agreements may also subject the Fund to the risk that the counterparty to the transaction may not meet its obligations.

Futures Contract Risk: The Fund may enter into futures contracts. The risks associated with futures include: the Subadviser’s ability to manage these instruments, the potential inability to terminate or sell a position, the lack of a liquid secondary market for the Fund’s position and the risk that the counterparty to the transaction will not meet its obligations.

Leverage Risk: Certain transactions and the use of derivatives such as foreign currency forward contracts, swaps and futures may create leveraging risk. Leverage may cause the Fund to be more volatile than if the Fund had not been leveraged. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s portfolio securities.

95

Below Investment Grade Securities Risk: Below investment grade securities (sometimes referred to as “junk bonds”) involve greater risk of default or downgrade and are more volatile than investment grade securities. Below investment grade securities may also be less liquid than higher quality securities.

Non-Diversification Risk: The Fund is non-diversified, which means that it may invest in the securities of relatively few issuers. As a result, the Fund may be more susceptible to a single adverse economic, political or regulatory occurrence affecting one or more of these issuers, and may experience increased volatility due to its investments in those securities.

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s I Shares for the 2009 calendar year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[     ]%	[     ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [     ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to those of the [J.P. Morgan EMBI+ Index]. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

	1 Year			Since Inception*
A Shares Returns Before Taxes		[     ]	%		[     ]	%
I Shares Returns Before Taxes		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[     ]	%		[     ]	%
J.P. Morgan EMBI+ Index		[25.95]	%		[8.78]	%

* The Fund commenced operations on September 8, 2008. Index returns since August 31, 2008 (benchmark returns available only on a month-end basis).

96

[Updated performance information is available [Web site address and/or toll-free telephone number].]

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. Seix Investment Advisors LLC is the Fund’s subadviser.

Portfolio Management

Mr. James F. Keegan, Chief Investment Officer has been a member of the Fund’s management team since the Fund’s inception. Mr. Adrien Webb, CFA, Managing Director and Senior Portfolio Manager, has been a member of the Fund’s management team since the Fund’s inception. Mr. Seth Antiles, Ph.D., Managing Director and Portfolio Manager has been a member of the Fund’s management team since the Fund’s inception.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. The Fund offers I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

The minimum initial investment amount for the Fund’s A Shares is $2,000, although this minimum may be reduced or waived in some cases. There is no minimum initial investment amount for the Fund’s I Shares. There are no minimums for subsequent investments.

Tax Information

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

97

Total Return Bond Fund
Summary Section

A Shares, R Shares and I Shares

Investment Objective

The Total Return Bond Fund (the “Fund”) seeks total return (comprised of capital appreciation and income) that consistently exceeds the total return of the broad U.S. investment grade bond market.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Shareholder Fees
(fees paid directly from your investment)	Class A			Class R	Class I
Maximum Sales Charge (load) Imposed on Purchases (as a % of offering price)		4.75	%	None	None

Annual Fund Operating Expenses
(expenses that you pay each year as
a percentage of the value of your investment)	Class A			Class R			Class I
Management Fees		0.25	%		0.25	%		0.25	%
Distribution (12b-1) fee		0.25	%		0.50	%	None
Other Expenses		[     ]	%		[     ]	%		[     ]	%
Total Annual Fund Operating Expenses		[     ]	%		[     ]	%		[     ]	%

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]
R Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]
I Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]

Portfolio Turnover

The Fund pays transaction costs when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating

98

expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [     ]% of the average value of its portfolio.

Principal Investment Strategies

The Fund invests in various types of income producing debt securities including mortgage- and asset-backed securities, government and agency obligations, corporate obligations and floating rate loans. The Fund may invest in debt obligations of U.S. and non-U.S. issuers, including emerging market debt. The Fund’s investment in non-U.S. issuers may at times be significant. Under normal circumstances, the Fund invests at least 80% of its net assets in fixed income securities. These securities will be chosen from the broad universe of available fixed income securities rated investment grade by Standard & Poor’s Ratings Services, Moody’s Investors Service or Fitch Ratings or unrated securities that the Fund’s subadviser, Seix Investment Advisors LLC, believes are of comparable quality. The Fund may invest up to 20% of its net assets in below investment grade, high yield debt obligations. The Fund may also invest a portion of its assets in securities that are restricted as to resale.

The Subadviser anticipates that the Fund’s modified adjusted duration will generally range from 3 to 6 years, similar to that of the Barclays Capital U.S. Aggregate Bond Index, the Fund’s comparative benchmark. Duration measures a bond or Fund’s sensitivity to interest rate changes and is expressed as a number of years. The higher the number, the greater the risk. Under normal circumstances, for example, if a portfolio has a duration of five years, its value will change by 5% if rates change by 1%. Shorter duration bonds result in lower expected volatility. In selecting investments for purchase and sale, the Subadviser generally selects a greater weighting in obligations of domestic corporations and mortgage-backed securities relative to the Fund’s comparative benchmark, and a lower relative weighting in U.S. Treasury and government agency issues.

In addition, to implement its investment strategy, the Fund may buy or sell derivative instruments (such as foreign currency forward contracts, swaps, including credit default swaps, futures, credit linked notes, options, inverse floaters and warrants) to use as a substitute for a purchase or sale of a position in the underlying assets and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate or credit risks. The Fund may count the value of certain derivatives with investment grade fixed income characteristics towards its policy to invest, under normal circumstances, at least 80% of its net assets in fixed income securities.

Principal Investment Risks

Credit Risk: Debt securities are subject to the risk that an issuer will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the owner may not make payment on time. The lower the rating of a debt security, the higher its credit risk.

Interest Rate Risk: Debt securities will generally lose value if interest rates increase. U.S. Government securities can exhibit price movements resulting from changes in interest rates. Interest rate risk is generally higher for investments with longer maturities or durations. Treasury inflation protected securities (“TIPS”) can also exhibit price movements as a result of changing inflation expectations and seasonal inflation patterns.

Mortgage and Asset Backed Security Risk: Mortgage- and asset-backed securities are debt instruments that are secured by interests in pools of mortgage loans or other financial assets. The value of these

99

securities will be influenced by the factors affecting the assets underlying such securities, swings in interest rates, changes in default rates, or deteriorating economic conditions. During periods of declining asset values, mortgage-backed and asset-backed securities may face valuation difficulties, become more volatile and/or illiquid. The risk of default is generally higher in the case of securities backed by loans made to borrowers with “sub-prime” credit metrics.

Prepayment and Call Risk: When mortgages and other obligations are prepaid and when securities are called, the Fund may have to reinvest in securities with a lower yield or fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss.

Below Investment Grade Securities Risk: Below investment grade securities (sometimes referred to as “junk bonds”) involve greater risk of default or downgrade and are more volatile than investment grade securities. Below investment grade securities may also be less liquid than higher quality securities.

Floating Rate Loan Risk: The risks associated with floating rate loans are similar to the risks of below investment grade securities. In addition, the value of the collateral securing the loan may decline, causing a loan to be substantially unsecured. The sale and purchase of a bank loan are subject to the requirements of the underlying credit agreement governing such bank loan. These requirements may limit the eligible pool of potential bank loan holders by placing conditions or restrictions on sales and purchases of bank loans.

Bank loans are not traded on an exchange and purchasers and sellers of bank loans rely on market makers, usually the administrative agent for a particular bank loan, to trade bank loans. These factors, in addition to overall market volatility, may negatively impact the liquidity of loans. Difficulty in selling a floating rate loan may result in a loss.

Borrowers may pay back principal before the scheduled due date when interest rates decline, which may require the Fund to replace a particular loan with a lower-yielding security. There may be less extensive public information available with respect to loans than for rated, registered or exchange listed securities. The Fund may assume the credit risk of the administrative agent in addition to the borrower, and investments in loan assignments may involve the risks of being a lender.

Derivatives Risk: Because the Fund may invest in derivatives, it is exposed to additional volatility and potential loss.

Foreign Currency Forward Contracts Risk: The technique of purchasing foreign currency forward contracts to obtain exposure to currencies or manage currency risk may not be effective. In addition, currency markets generally are not as regulated as securities markets.

Swap Risk: The Fund may enter into swap agreements, including credit default swaps, for purposes of attempting to gain exposure to a particular asset without actually purchasing that asset, or to hedge a position. Credit default swaps may increase the Fund’s exposure to credit risk and could result in losses if the Subadviser does not correctly evaluate the creditworthiness of the entity on which the credit default swap is based. Swap agreements may also subject the Fund to the risk that the counterparty to the transaction may not meet its obligations.

Futures Contract Risk: The Fund may enter into futures contracts. The risks associated with futures include: the Subadviser’s ability to manage these instruments, the potential inability to terminate or sell a position, the lack of a liquid secondary market for the Fund’s position and the risk that the counterparty to the transaction will not meet its obligations.

100

Leverage Risk: Certain transactions and the use of derivatives such as foreign currency forward contracts, swaps and futures may create leveraging risk. Leverage may cause the Fund to be more volatile than if the Fund had not been leveraged. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s portfolio securities.

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future. The Fund began operating on October 11, 2004. The performance for I Shares prior to such date is that of the I Shares of the Seix Core Bond Fund, the Fund’s predecessor. The performance for A Shares from January 25, 2002 to October 11, 2004 is that of the P Shares of the Seix Core Bond Fund. The performance for A Shares prior to January 25, 2002 is that of the I Shares of the Seix Core Bond Fund. The performance of the predecessor fund has not been adjusted to reflect the Fund’s A Share or R Share expenses. If it had been, performance would have been lower.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[          ]%	[          ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [          ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to those of the Barclays Capital U.S. Aggregate Bond Index. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

	1 Year			5 Years			10 Years
A Shares Returns Before Taxes		[   ]	%		[   ]	%		[   ]	%
R Shares Returns Before Taxes*		[   ]	%		[   ]	%		[   ]	%
I Shares Returns Before Taxes		[   ]	%		[   ]	%		[   ]	%
I Shares Returns After Taxes on Distributions		[   ]	%		[   ]	%		[   ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[   ]	%		[   ]	%		[   ]	%
Barclays Capital U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes)		5.93	%		4.97	%		6.33	%

101

* The average annual total return information shown above prior to the conversion of C Shares to R Shares at the close of business on February 13, 2009, is that of C Shares.

[Updated performance information is available [Web site address and/or toll-free telephone number].]

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. Seix Investment Advisors LLC is the Fund’s subadviser.

Portfolio Management

Mr. James F. Keegan, Chief Investment Officer, has been a member of the Fund’s management team since 2008. Mr. Adrien Webb, CFA, Managing Director and Senior Portfolio Manager has been a member of The Fund’s management team since 2002. Mr. Perry Troisi, Managing Director and Senior Portfolio Manager has been a member of the Fund’s management team since 2002. Mr. Michael Rieger, Managing Director and Senior Portfolio Manager, has been a member of the Fund’s management team since 2007. Mr. Seth Antiles, Ph.D., Managing Director and Portfolio Manager, has been a member of the management team for the Fund since 2007.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A and R Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. The Fund offers I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

The minimum initial investment amounts for each class are shown below, although these minimums may be reduced or waived in some cases. There are no minimums for subsequent investments.

Class	Dollar Amount
A Shares	$2,000
R Shares	$5,000 ($2,000 for IRA of other tax qualified accounts)
I Shares	None

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Tax Information

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

103

U.S. Government Securities Fund
Summary Section

A Shares, C Shares and I Shares

Investment Objective

The U.S. Government Securities Fund (the “Fund”) seeks high current income, while preserving capital.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Shareholder Fees
(fees paid directly from your investment)	Class A			Class C			Class I
Maximum Sales Charge (load) Imposed on Purchases (as a % of offering price)		4.75	%	None			None
Maximum Deferred Sales Charge (load) (as a % of net asset value)	None				1.00	%	None

Annual Fund Operating Expenses
(expenses that you pay each year as
a percentage of the value of your investment)	Class A			Class C			Class I
Management Fees		0.50	%		0.50	%		0.50	%
Distribution (12b-1) fee		0.30	%		1.00	%	None
Other Expenses		[     ]	%		[     ]	%		[     ]	%
Total Annual Fund Operating Expenses		[     ]	%		[     ]	%		[     ]	%

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]
C Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]
I Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]

You would pay the following expenses if you did not redeem your shares:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]
C Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]
I Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]

104

Portfolio Turnover

The Fund pays transaction costs when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [___]% of the average value of its portfolio.

Principal Investment Strategies

The Fund invests at least 80% of its net assets in U.S. government debt securities, such as mortgage-backed securities and U.S. Treasury obligations and shares of registered money market mutual funds that invest in the foregoing. In selecting investments for purchase and sale, the Fund’s subadviser, Seix Investment Advisors LLC (the “Subadviser”), focuses its investments in mortgage-backed securities in an attempt to provide a consistently high dividend without adding undue risk.) Under certain circumstances, the Subadviser may strategically position the Fund’s exposure across the yield curve to potentially benefit from a normalization of the term structure of rates (i.e., in an environment where the yield curve is abnormally steep, investments will be strategically positioned along the yield curve to benefit as the curve’s shape reverts to a more traditional, or normal slope).

In addition, to implement its investment strategy, the Fund may buy or sell, to a limited extent, derivative instruments (such as credit linked notes, futures, options, inverse floaters, swaps and warrants) to use as a substitute for a purchase or sale of a position in the underlying assets and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate risk.

Principal Investment Risks

Interest Rate Risk: Debt securities will generally lose value if interest rates increase. U.S. Government securities can exhibit price movements resulting from changes in interest rates. Interest rate risk is generally higher for investments with longer maturities or durations. Treasury inflation protected securities (“TIPS”) can also exhibit price movements as a result of changing inflation expectations and seasonal inflation patterns.

U.S. Government Debt Securities Risk: U.S. government debt securities may underperform other segments of the fixed income market or the fixed income market as a whole.

Mortgage and Asset Backed Security Risk: Mortgage- and asset-backed securities are debt instruments that are secured by interests in pools of mortgage loans or other financial assets. The value of these securities will be influenced by the factors affecting the assets underlying such securities, swings in interest rates, changes in default rates, or deteriorating economic conditions. During periods of declining asset values, mortgage-backed and asset-backed securities may face valuation difficulties, become more volatile and/or illiquid. The risk of default is generally higher in the case of securities backed by loans made to borrowers with “sub-prime” credit metrics.

Prepayment and Call Risk: When mortgages and other obligations are prepaid and when securities are called, the Fund may have to reinvest in securities with a lower yield or fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss.

105

Derivatives Risk: Because the Fund may invest in derivatives, it is exposed to additional volatility and potential loss.

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[          ]%	[          ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [          ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to those of the Barclays Capital U.S. Government Bond Index. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

	1 Year			5 Years			10 Years
A Shares Returns Before Taxes		[   ]	%		[   ]	%		[   ]	%
C Shares Returns Before Taxes		[   ]	%		[   ]	%		[   ]	%
I Shares Returns Before Taxes		[   ]	%		[   ]	%		[   ]	%
I Shares Returns After Taxes on Distributions		[   ]	%		[   ]	%		[   ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[   ]	%		[   ]	%		[   ]	%
Barclays Capital U.S. Government Bond Index (reflects no deduction for fees, expenses or taxes)		-2.20	%		4.87	%		6.17	%

106

[Updated performance information is available [Web site address and/or toll-free telephone number].]

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. Seix Investment Advisors LLC is the Fund’s subadviser.

Portfolio Management

Mr. James F. Keegan, Chief Investment Officer, has been a member of the Funds’ management team since 2008. Mr. Adrien Webb, CFA, Managing Director and Senior Portfolio Manager, has been a member of the Fund’s management team since 2007. Mr. Perry Troisi, Managing Director and Senior Portfolio Manager has been a member of the Fund’s management team since 2007. Mr. Michael Rieger, Managing Director and Senior Portfolio Manager, has been a member of the Fund’s management team since 2007. Mr. Seth Antiles, Ph.D., Managing Director and Portfolio Manager, has been a member of the management team for the Fund since 2009.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A and C Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. The Fund offers I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

The minimum initial investment amounts for each class are shown below, although these minimums may be reduced or waived in some cases. There are no minimums for subsequent investments.

Class	Dollar Amount
A Shares	$2,000
C Shares	$5,000 ($2,000 for IRA of other tax qualified accounts)
I Shares	None

Tax Information

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

107

High Income Fund
Summary Section

A Shares, R Shares and I Shares

Investment Objective

The High Income Fund (the “Fund”) seeks high current income and, secondarily, total return (comprised of capital appreciation and income).

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Shareholder Fees
(fees paid directly from your investment)	Class A			Class R	Class I
Maximum Sales Charge (load) Imposed on Purchases (as a % of offering price)		4.75	%	None	None

Annual Fund Operating Expenses
(expenses that you pay each year as
a percentage of the value of your investment)	Class A			Class R			Class I
Management Fees		0.60	%		0.60	%		0.60	%
Distribution (12b-1) fee		0.30	%		0.50	%	None
Other Expenses		[     ]	%		[     ]	%		[     ]	%
Total Annual Fund Operating Expenses		[     ]	%		[     ]	%		[     ]	%

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]
R Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]
I Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]

108

Portfolio Turnover

The Fund pays transaction costs when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [___]% of the average value of its portfolio.

Principal Investment Strategies

The Fund invests primarily in a diversified portfolio of higher yielding, lower-rated income producing debt instruments, including corporate obligations, floating rate loans and other debt obligations. The Fund may invest in debt obligations of U.S. and non-U.S. issuers, including emerging market debt. The Fund’s investment in non-U.S. issuers may at times be significant. The Fund will invest at least 65%, and may invest up to 100%, of its assets in securities rated below investment grade by either Moody’s Investors Service or Standard & Poor’s Ratings Services or in unrated securities that the Fund’s subadviser, Seix Investment Advisors LLC (the “Subadviser”), believes are of comparable quality. Such securities are commonly known as “junk bonds” and offer greater risks than investment grade debt securities. The Fund may also invest a portion of its assets in securities that are restricted as to resale.

In selecting investments for purchase and sale, the Subadviser employs a research driven process designed to identify value areas within the high yield market. The Subadviser seeks to identify securities which generally seek to meet the following criteria: (1) industries that have sound fundamentals; (2) companies that have good business prospects and increasing credit strength; and (3) issuers with stable or growing cash flows and effective management.

In addition, to implement its investment strategy, the Fund may buy or sell derivative instruments (such as swaps, including credit default swaps, futures, credit linked notes, options, inverse floaters and warrants) to use as a substitute for a purchase or sale of a position in the underlying assets and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate or credit risks. The Fund may count the value of certain derivatives with below investment grade fixed income characteristics towards its policy to invest, under normal circumstances, at least 65% of its net assets in non-investment grade fixed income securities.

Principal Investment Risks

Credit Risk: Debt securities are subject to the risk that an issuer will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the owner may not make payment on time. The lower the rating of a debt security, the higher its credit risk.

Interest Rate Risk: Debt securities will generally lose value if interest rates increase. U.S. Government securities can exhibit price movements resulting from changes in interest rates. Interest rate risk is generally higher for investments with longer maturities or durations. Treasury inflation protected securities (“TIPS”) can also exhibit price movements as a result of changing inflation expectations and seasonal inflation patterns.

Below Investment Grade Securities Risk: Below investment grade securities (sometimes referred to as “junk bonds”) involve greater risk of default or downgrade and are more volatile than investment grade securities. Below investment grade securities may also be less liquid than higher quality securities.

109

Floating Rate Loan Risk: The risks associated with floating rate loans are similar to the risks of below investment grade securities. In addition, the value of the collateral securing the loan may decline, causing a loan to be substantially unsecured. The sale and purchase of a bank loan are subject to the requirements of the underlying credit agreement governing such bank loan. These requirements may limit the eligible pool of potential bank loan holders by placing conditions or restrictions on sales and purchases of bank loans.

Bank loans are not traded on an exchange and purchasers and sellers of bank loans rely on market makers, usually the administrative agent for a particular bank loan, to trade bank loans. These factors, in addition to overall market volatility, may negatively impact the liquidity of loans. Difficulty in selling a floating rate loan may result in a loss.

Borrowers may pay back principal before the scheduled due date when interest rates decline, which may require the Fund to replace a particular loan with a lower-yielding security. There may be less extensive public information available with respect to loans than for rated, registered or exchange listed securities. The Fund may assume the credit risk of the administrative agent in addition to the borrower, and investments in loan assignments may involve the risks of being a lender.

Prepayment and Call Risk: When mortgages and other obligations are prepaid and when securities are called, the Fund may have to reinvest in securities with a lower yield or fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss.

Foreign Securities Risk: Foreign securities involve special risks such as currency fluctuations, economic or financial instability, lack of timely or reliable financial information and unfavorable political or legal developments and delays in enforcement of rights . These risks are increased for investments in emerging markets.

Derivatives Risk: Because the Fund may invest in derivatives, it is exposed to additional volatility and potential loss.

Swap Risk: The Fund may enter into swap agreements, including credit default swaps, for purposes of attempting to gain exposure to a particular asset without actually purchasing that asset, or to hedge a position. Credit default swaps may increase the Fund’s exposure to credit risk and could result in losses if the Subadviser does not correctly evaluate the creditworthiness of the entity on which the credit default swap is based. Swap agreements may also subject the Fund to the risk that the counterparty to the transaction may not meet its obligations.

Leverage Risk: Certain transactions and the use of derivatives such as foreign currency forward contracts, swaps and futures may create leveraging risk. Leverage may cause the Fund to be more volatile than if the Fund had not been leveraged. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s portfolio securities.

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future. The Fund began operating on March 28, 2000. Performance prior to March 28, 2000 is that of the ESC Strategic Income Fund, the Fund’s predecessor. At the close of business on July 31,

110

2009, all outstanding C Shares converted to R Shares. The performance shown below from March 28, 2000 through July 31, 2009 is that of C Shares and has not been adjusted to reflect R Shares expenses, which are lower. If it had been, performance would have been higher.

This bar chart shows the changes in performance of the Fund’s R Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[          ]%	[          ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [          ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to those of the Barclays Capital U.S. Corporate High-Yield Index. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

										Since			Since
										Inception			Inception
	1 Year			5 Years			10 Years			of A Shares*			of I Shares*
A Shares Returns Before Taxes		[   ]	%		[   ]	%		[   ]	%		[   ]	%		[   ]	%
R Shares Returns Before Taxes		[   ]	%		[   ]	%		[   ]	%		[   ]	%		[   ]	%
R Shares Returns After Taxes on Distributions**		[   ]	%		[   ]	%		[   ]	%		[   ]	%		[   ]	%
R Shares Returns After Taxes on Distributions and Sale of Fund Shares**		[   ]	%		[   ]	%		[   ]	%		[   ]	%		[   ]	%
I Shares Returns Before Taxes		[   ]	%		[   ]	%		[   ]	%		[   ]	%		[   ]	%
Barclays Capital U.S. Corporate High-Yield Index (reflects no deduction for fees, expenses or taxes)		58.21	%		6.46	%		6.71	%		7.69	%		9.02	%

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* Since inception of the A Shares on October 27, 2003 and the I Shares on October 3, 2001. ** The average annual total return information shown above is that of C Shares not adjusted for the C Shares’ sales charge. At the close of business on July 31, 2009, all outstanding C Shares converted to R Shares.

[Updated performance information is available [Web site address and/or toll-free telephone number].]

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. Seix Investment Advisors LLC is the Fund’s subadviser.

Portfolio Management

Mr. Michael McEachern, CFA, President and Senior Portfolio Manager of Seix, has co-managed the High Income Fund since July 2004. Mr. Brian Nold, M.D., Managing Director and Senior Portfolio Manager, has co-managed the High Income Fund since August 2006.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A and C Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. The Fund offers I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

The minimum initial investment amounts for each class are shown below, although these minimums may be reduced or waived in some cases. There are no minimums for subsequent investments.

Class	Dollar Amount
A Shares	$2,000
C Shares	$5,000 ($2,000 for IRA of other tax qualified accounts)
I Shares	None

Tax Information

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

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Seix Floating Rate High Income Fund
Summary Section

A Shares, C Shares and I Shares

Investment Objective

The Seix Floating Rate High Income Fund (the “Fund”) attempts to provide a high level of current income by investing primarily in first lien senior floating rate loans and other floating rate debt securities.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Shareholder Fees
(fees paid directly from your investment)	Class A			Class C			Class I
Maximum Sales Charge (load) Imposed on Purchases (as a % of offering price)		2.50	%	None			None
Maximum Deferred Sales Charge (load) (as a % of net asset value)	None				1.00	%	None

Annual Fund Operating Expenses
(expenses that you pay each year as
a percentage of the value of your investment)	Class A			Class C			Class I
Management Fees		0.45	%		0.45	%		0.45	%
Distribution (12b-1) fee		0.30	%		1.00	%	None
Other Expenses		[     ]	%		[     ]	%		[     ]	%
Total Annual Fund Operating Expenses		[     ]	%		[     ]	%		[     ]	%

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]
C Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]
I Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]

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You would pay the following expenses if you did not redeem your shares:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]
C Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]
I Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]

Portfolio Turnover

The Fund pays transaction costs when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [___]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets in a combination of first and second lien senior floating rate loans and other floating rate debt securities.

These loans are loans made by banks and other large financial institutions to various companies and are senior in the borrowing companies’ capital structure. Coupon rates are floating, not fixed and are tied to a benchmark lending rate, the most popular of which is LIBOR (“London Interbank Offered Rate”). LIBOR is based on rates that contributor banks in London charge each other for interbank deposits and is typically used to set coupon rates on floating rate debt securities.

The interest rates of these floating rate debt securities vary periodically based upon a benchmark indicator of prevailing interest rates. The Fund may invest all or substantially all of its assets in floating rate loans and debt securities that are rated below investment grade by Moody’s Investors Service or Standard & Poor’s Ratings Services, or in comparable unrated securities. The Fund may also invest up to 20% of its net assets in any combination of junior debt securities or securities with a lien on collateral lower than a senior claim on collateral, high yield fixed rate bonds, investment grade fixed income debt obligations, asset backed securities (such as special purpose trusts investing in bank loans), money market securities and repurchase agreements.

In selecting investments for purchase and sale, the Fund’s subadviser, Seix Investment Advisors LLC (the “Subadviser”) will emphasize securities which are within the segment of the high yield market it has targeted, which are securities rated either “BB” and “B” by Standard & Poor’s Ratings Services or “Ba” and “B” by Moody’s Investors Service or unrated securities that the Subadviser believes are of comparable quality.

The Fund may invest up to 20% of its total assets in senior loans made to non-U.S. borrowers provided that no more than 5% of the portfolio’s loans are non-U.S. dollar denominated. The Fund may also engage in certain hedging transactions.

Preservation of capital is considered when consistent with the fund’s objective.

Some types of senior loans in which the Fund may invest require that an open loan for a specific amount be continually offered to a borrower. These types of senior loans are commonly referred to as revolvers. Because revolvers contractually obligate the lender (and therefore those with an interest in the loan) to fund the revolving portion of the loan at the borrower’s discretion, the Fund must have funds sufficient to cover its contractual obligation. Therefore the Fund will maintain, on a daily basis, high-quality, liquid assets in an amount at least equal in value to its contractual obligation to fulfill the revolving senior loan.

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The Fund will not encumber any assets that are otherwise encumbered. The Fund will limit its investments in such obligations to no more than 25% of the Fund’s total assets.

In addition, to implement its investment strategy, the Fund may buy or sell derivative instruments (such as swaps, including credit default swaps, futures, credit linked notes, options, inverse floaters and warrants) to use as a substitute for a purchase or sale of a position in the underlying assets and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate or credit risks. The Fund may count the value of certain derivatives with floating rate debt or high yield bond characteristics towards its policy to invest, under normal circumstances, at least 80% of its net assets in a combination of first and second lien senior floating rate loans and other floating rate debt securities.

Principal Investment Risks

Interest Rate Risk: Debt securities will generally lose value if interest rates increase. U.S. Government securities can exhibit price movements resulting from changes in interest rates. Interest rate risk is generally higher for investments with longer maturities or durations. Treasury inflation protected securities (“TIPS”) can also exhibit price movements as a result of changing inflation expectations and seasonal inflation patterns.

Credit Risk: Loans and other debt securities are subject to credit risk. Credit risk is the possibility that an issuer will fail to make timely payments of interest or principal, go bankrupt, or that the value of the securities will decline because of a market perception that the owner may not make payment on time. The lower the ratings of such debt securities, the greater their risks. In addition, lower rated securities have higher risk characteristics, and changes in economic conditions are likely to cause issuers of these securities to be unable to meet their obligations. Many floating rate loans are such lower rated securities. Economic and other market events may reduce the demand for certain senior loans held by the Fund, which may adversely impact the net asset value of the Fund.

Floating Rate Loan Risk: The risks associated with floating rate loans are similar to the risks of below investment grade securities. In addition, the value of the collateral securing the loan may decline, causing a loan to be substantially unsecured. The sale and purchase of a bank loan are subject to the requirements of the underlying credit agreement governing such bank loan. These requirements may limit the eligible pool of potential bank loan holders by placing conditions or restrictions on sales and purchases of bank loans.

Bank loans are not traded on an exchange and purchasers and sellers of bank loans rely on market makers, usually the administrative agent for a particular bank loan, to trade bank loans. These factors, in addition to overall market volatility, may negatively impact the liquidity of loans. Difficulty in selling a floating rate loan may result in a loss.

Borrowers may pay back principal before the scheduled due date when interest rates decline, which may require the Fund to replace a particular loan with a lower-yielding security. There may be less extensive public information available with respect to loans than for rated, registered or exchange listed securities. The Fund may assume the credit risk of the administrative agent in addition to the borrower, and investments in loan assignments may involve the risks of being a lender.

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Default and Downgrade Risk: Securities rated below BBB-/Baa3 involve greater risk of default or downgrade and are more volatile than investment grade securities. Below investment grade securities may also be less liquid than higher quality securities.

Below Investment Grade Securities Risk: Below investment grade securities (sometimes referred to as “junk bonds”) involve greater risk of default or downgrade and are more volatile than investment grade securities. Below investment grade securities may also be less liquid than higher quality securities.

Foreign Securities Risk: Foreign securities involve special risks such as currency fluctuations, economic or financial instability, lack of timely or reliable financial information and unfavorable political or legal developments and delays in enforcement of rights. These risks are increased for investments in emerging markets.

Derivatives Risk: Because the Fund may invest in derivatives, it is exposed to additional volatility and potential loss.

Swap Risk: The Fund may enter into swap agreements, including credit default swaps, for purposes of attempting to gain exposure to a particular asset without actually purchasing that asset, or to hedge a position. Credit default swaps may increase the Fund’s exposure to credit risk and could result in losses if the Subadviser does not correctly evaluate the creditworthiness of the entity on which the credit default swap is based. Swap agreements may also subject the Fund to the risk that the counterparty to the transaction may not meet its obligations.

Leverage Risk: Certain transactions and the use of derivatives such as foreign currency forward contracts, swaps and futures may create leveraging risk. Leverage may cause the Fund to be more volatile than if the Fund had not been leveraged. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s portfolio securities.

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future. The Fund began operating on March 1, 2006. Performance information for the A Shares and C Shares prior to their inception on May 8, 2006 and August 2, 2007 respectively, is based on that of the I Shares of the Fund. The performance of I Shares has not been adjusted to reflect the Fund’s A Share or C Share expenses. If it had been, the performance would have been lower.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[          ]%	[          ]%
[(DATE)]	[(DATE)]

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* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [          ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to those of the Credit Suisse First Boston Institutional Leveraged Loan Index and the Credit Suisse First Boston Leveraged Loan Index. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

	1 Year			Since Inception*
A Shares Returns Before Taxes		[    ]	%		[    ]	%
C Shares Returns Before Taxes		[    ]	%		[    ]	%
I Shares Returns Before Taxes		[    ]	%		[    ]	%
I Shares Returns After Taxes on Distributions		[    ]	%		[    ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[    ]	%		[    ]	%
Credit Suisse First Boston Institutional Leveraged Loan Index (reflects no deduction for fees, expenses or taxes)**		12.28	%		0.59	%
Credit Suisse First Boston Leveraged Loan Index (reflects no deduction for fees, expenses or taxes)		44.87	%		2.85	%

*	Since inception of the I Shares of the Fund on March 1, 2006. Benchmark returns since February 28, 2006 (benchmark returns available only on a month end basis).
**	Effective January 31, 2010, the Fund transitioned its benchmark from the Credit Suisse First Boston Leveraged Loan Index to the Credit Suisse First Boson Institutional Leveraged Loan Index as this index is more reflextive of the Fund’s composition.

[Updated performance information is available [Web site address and/or toll-free telephone number].]

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. Seix Investment Advisors LLC is the Fund’s subadviser.

Portfolio Management

117

Mr. Michael McEachern, CFA, President and Senior Portfolio Manager of Seix, has co-managed the Fund since its inception. Mr. George Goudelias currently serves as Managing Director of Seix and has co-managed the Fund since its inception.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A and C Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. The Fund offers I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

The minimum initial investment amounts for each class are shown below, although these minimums may be reduced or waived in some cases. There are no minimums for subsequent investments.

Class	Dollar Amount
A Shares	$2,000
C Shares	$5,000 ($2,000 for IRA of other tax qualified accounts)
I Shares	None

Tax Information

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

118

Seix High Yield Fund
Summary Section

A Shares, R Shares and I Shares

Investment Objective

The Seix High Yield Fund (the “Fund”) seeks high income and, secondarily, capital appreciation.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Shareholder Fees
(fees paid directly from your investment)	Class A			Class R	Class I
Maximum Sales Charge (load) Imposed on Purchases (as a % of offering price)		4.75	%	None	None

Annual Fund Operating Expenses
(expenses that you pay each year as
a percentage of the value of your investment)	Class A			Class R			Class I
Management Fees		0.44	%		0.44	%		0.44	%
Distribution (12b-1) fee		0.25	%		0.50	%	None
Other Expenses		[     ]	%		[     ]	%		[     ]	%
Total Annual Fund Operating Expenses		[     ]	%		[     ]	%		[     ]	%

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]
R Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]
I Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]

Portfolio Turnover

The Fund pays transaction costs when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating

119

expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [     ]% of the average value of its portfolio.

Principal Investment Strategies

The Fund invests in various types of lower rated, higher yielding debt instruments, including corporate obligations, floating rate loans and other debt obligations. The Fund may invest in debt obligations of U.S. and non-U.S. issuers, including emerging market debt. The Fund’s investment in non-U.S. issuers may at times be significant. Under normal circumstances, the Fund invests at least 80% of its net assets in high yield securities. These securities will be chosen from the broad universe of available U.S. dollar denominated, high yield securities rated below investment grade by either Moody’s Investors Service or Standard & Poor’s Ratings Services or unrated securities that the Subadviser believes are of comparable quality. Such securities are commonly known as “junk bonds” and offer greater risks than investment grade bonds. Although the Fund seeks to achieve its investment objective primarily through investment in high yield securities, the Fund may invest up to 20% of its net assets in investment grade securities. The Fund will be managed with a duration that is close to the Fund’s comparative benchmark, the Merrill Lynch U.S. High Yield BB/B Rated Constrained Index, which is generally between 3 and 6 years. Duration measures a bond or Fund’s sensitivity to interest rate changes and is expressed as a number of years. The higher the number, the greater the risk. Under normal circumstances, for example, if a portfolio has a duration of five years, its value will change by 5% if rates change by 1%. Shorter duration bonds result in lower expected volatility. The Fund may also invest a portion of its assets in securities that are restricted as to resale.

In selecting investments for purchase and sale, the Fund’s subadviser, Seix Investment Advisors LLC (the “Subadviser”) employs a research driven process designed to identify value areas within the high yield market and attempts to identify lower rated, higher yielding bonds offering above average total return. Additionally, the Subadviser will emphasize securities which are within the segment of the high yield market it has targeted for emphasis, which are “BB” and “B” rated issuers. The Subadviser seeks to identify securities which generally seek to meet the following criteria: (1) industries that have sound fundamentals; (2) companies that have good business prospects and increasing credit strength; and (3) issuers with stable or growing cash flows and effective management.

In addition, to implement its investment strategy, the Fund may buy or sell derivative instruments (such as swaps, including credit default swaps, futures, credit linked notes, options, inverse floaters and warrants) to use as a substitute for a purchase or sale of a position in the underlying assets and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate or credit risks. The Fund may count the value of certain derivatives with below investment grade fixed income characteristics towards its policy to invest, under normal circumstances, at least 80% of its net assets in high yield securities .

Principal Investment Risks

Interest Rate Risk: Debt securities will generally lose value if interest rates increase. U.S. Government securities can exhibit price movements resulting from changes in interest rates. Interest rate risk is generally higher for investments with longer maturities or durations. Treasury inflation protected securities (“TIPS”) can also exhibit price movements as a result of changing inflation expectations and seasonal inflation patterns.

Credit Risk: Debt securities are subject to the risk that an issuer will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market

120

perception that the owner may not make payment on time. The lower the rating of a debt security, the higher its credit risk.

Below Investment Grade Securities Risk: Below investment grade securities (sometimes referred to as “junk bonds”) involve greater risk of default or downgrade and are more volatile than investment grade securities. Below investment grade securities may also be less liquid than higher quality securities.

Floating Rate Loan Risk: The risks associated with floating rate loans are similar to the risks of below investment grade securities. In addition, the value of the collateral securing the loan may decline, causing a loan to be substantially unsecured. The sale and purchase of a bank loan are subject to the requirements of the underlying credit agreement governing such bank loan. These requirements may limit the eligible pool of potential bank loan holders by placing conditions or restrictions on sales and purchases of bank loans.

Bank loans are not traded on an exchange and purchasers and sellers of bank loans rely on market makers, usually the administrative agent for a particular bank loan, to trade bank loans. These factors, in addition to overall market volatility, may negatively impact the liquidity of loans. Difficulty in selling a floating rate loan may result in a loss.

Borrowers may pay back principal before the scheduled due date when interest rates decline, which may require the Fund to replace a particular loan with a lower-yielding security. There may be less extensive public information available with respect to loans than for rated, registered or exchange listed securities. The Fund may assume the credit risk of the administrative agent in addition to the borrower, and investments in loan assignments may involve the risks of being a lender.

Prepayment and Call Risk: When mortgages and other obligations are prepaid and when securities are called, the Fund may have to reinvest in securities with a lower yield or fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss.

Foreign Securities Risk: Foreign securities involve special risks such as currency fluctuations, economic or financial instability, lack of timely or reliable financial information and unfavorable political or legal developments and delays in enforcement of rights. These risks are increased for investments in emerging markets.

Derivatives Risk: Because the Fund may invest in derivatives, it is exposed to additional volatility and potential loss.

Swap Risk: The Fund may enter into swap agreements, including credit default swaps, for purposes of attempting to gain exposure to a particular asset without actually purchasing that asset, or to hedge a position. Credit default swaps may increase the Fund’s exposure to credit risk and could result in losses if the Subadviser does not correctly evaluate the creditworthiness of the entity on which the credit default swap is based. Swap agreements may also subject the Fund to the risk that the counterparty to the transaction may not meet its obligations.

Leverage Risk: Certain transactions and the use of derivatives such as foreign currency forward contracts, swaps and futures may create leveraging risk. Leverage may cause the Fund to be more volatile than if the Fund had not been leveraged. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s portfolio securities.

121

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future. The Fund began operating on October 11, 2004. Performance between December 29, 2000 to October 11, 2004 is that of the I Shares of the Seix High Yield Fund, the Fund’s predecessor. At the close of business on July 31, 2009, all outstanding C Shares converted to R Shares. The performance of the predecessor fund’s I Shares has not been adjusted to reflect the Fund’s A Share or R Share expenses. If it had been, the performance would have been lower.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[          ]%	[          ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [          ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to those of the Bank of America Merrill Lynch U.S. High Yield BB/B Rated Constrained Index. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

	1 Year			5 Years			Since Inception*
A Shares Returns Before Taxes		[    ]	%		[    ]	%		[    ]	%
R Shares Returns Before Taxes**		[    ]	%		[    ]	%		[    ]	%
I Shares Returns Before Taxes		[    ]	%		[    ]	%		[    ]	%
I Shares Returns After Taxes on Distributions		[    ]	%		[    ]	%		[    ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[    ]	%		[    ]	%		[    ]	%
Bank of America Merrill Lynch U.S. High Yield BB/B Rated Constrained Index (reflects no deduction for fees, expenses or taxes)		45.98	%		5.49	%		7.42	%

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*	Since inception of the predecessor fund on December 29, 2000. Benchmark returns since December 31, 2000 (benchmark returns available only on a month end basis).
**	The average annual total return information shown above is that of C Shares not adjusted for the C Shares sales charge. At the close of business on July 31, 2009, all outstanding C Shares converted to R Shares.

[Updated performance information is available [Web site address and/or toll-free telephone number].]

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. Seix Investment Advisors LLC is the Fund’s subadviser.

Portfolio Management

Mr. Michael McEachern, CFA, President and Senior Portfolio Manager, has been a member of the Fund’s management team since the Fund’s inception. Mr. Michael Kirkpatrick, Managing Director and Senior Portfolio Manager, has been a member of the Fund’s management team since 2007. Mr. Brian Nold, M.D., Managing Director and Senior Portfolio Manager, has been a member of the Fund’s management team since 2007.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A and R Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. The Fund offers I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

The minimum initial investment amounts for each class are shown below, although these minimums may be reduced or waived in some cases. There are no minimums for subsequent investments.

Class	Dollar Amount
A Shares	$2,000
R Shares	$5,000 ($2,000 for IRA of other tax qualified accounts)
I Shares	None

Tax Information

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

123

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

124

Georgia Tax-Exempt Bond Fund
Summary Section

A Shares and I Shares

Investment Objective

The Georgia Tax-Exempt Bond Fund (the “Fund”) seeks current income exempt from federal and state income taxes for Georgia residents without undue risk.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Shareholder Fees
(fees paid directly from your investment)	Class A			Class I
Maximum Sales Charge (load) Imposed on Purchases (as a % of offering price)		4.75	%	None

Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your investment)	Class A			Class I
Management Fees		0.55	%		0.55	%
Distribution (12b-1) fee		0.15	%	None
Other Expenses		[     ]	%		[     ]	%
Total Annual Fund Operating Expenses		[     ]	%		[     ]	%

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]
I Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]

Portfolio Turnover

The Fund pays transaction costs when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [___]% of the average value of its portfolio.

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Principal Investment Strategies

The Fund invests at least 80% of its net assets in municipal securities with income exempt from federal and Georgia income taxes. Issuers of these securities can be located in Georgia, Puerto Rico and other U.S. territories and possessions. In addition, the Fund may invest up to 20% of its assets in securities subject to the alternative minimum tax or in certain taxable debt securities.

In selecting investments for purchase and sale , the Fund’s subadviser, StableRiver Capital Management LLC (the “Subadviser”) tries to limit risk as much as possible. Based on the Subadviser’s analysis of municipalities, credit risk, market trends and investment cycles, the Subadviser attempts to invest more of the Fund’s assets in undervalued market sectors and less in overvalued sectors. The Subadviser tries to diversify the Fund’s holdings within Georgia. The Subadviser also tries to identify and invest in municipal issuers with improving credit and avoid those with deteriorating credit. The Subadviser may retain securities if the rating of the security falls below investment grade and the Subadviser deems retention of the security to be in the best interests of the Fund.

In addition, to implement its investment strategy, the Fund may buy or sell, derivative instruments (such as swaps, including interest rate swaps, futures, options and inverse floaters) to use as a substitute for a purchase or sale of a position in the underlying assets and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate risk.

Principal Investment Risks

Interest Rate Risk: Debt securities will generally lose value if interest rates increase. U. S. Government securities can exhibit price movements resulting from changes in interest rates. Interest rate risk is generally higher for investments with longer maturities or durations.

Below Investment Grade Securities Risk: Below investment grade securities (sometimes referred to as “junk bonds”) involve greater risk of default or downgrade and are more volatile than investment grade securities. Below investment grade securities may also be less liquid than higher quality securities.

Credit Risk: Debt securities are subject to the risk that an issuer will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the owner may not make payment on time. The lower the rating of a debt security, the higher its credit risk.

Concentration Risk: The Fund’s concentration of investments in securities of issuers located in Georgia subjects the Fund to economic and government policies within Georgia.

Municipal Securities Risk: Litigation, legislation or other political events, local business or economic conditions or the bankruptcy of the issuer could have a significant effect on an issuer’s ability to make payments of principal and/or interest or otherwise affect the value of such securities. The value of these securities may decline because of a market perception that the issuer may not make payments on time.

Derivatives Risk: Because the Fund may invest in derivatives, it is exposed to additional volatility and potential loss.

Futures Contract Risk: The Fund may enter into futures contracts. The risks associated with futures include: the Subadviser’s ability to manage these instruments, the potential inability to terminate or sell

126

a position, the lack of a liquid secondary market for the Fund’s position and the risk that the counterparty to the transaction will not meet its obligations.

Leverage Risk: Certain transactions and the use of derivatives such as swaps and futures may create leveraging risk. Leverage may cause the Fund to be more volatile than if the Fund had not been leveraged. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s portfolio securities.

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[          ]%	[          ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [          ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to those of the Barclays Capital Municipal Bond Index. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

	1 Year			5 year			10 Years
A Shares Returns Before Taxes		[   ]	%		[   ]	%		[   ]	%
I Shares Returns Before Taxes		[   ]	%		[   ]	%		[   ]	%
I Shares Returns After Taxes on Distributions		[   ]	%		[   ]	%		[   ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[   ]	%		[   ]	%		[   ]	%
Barclays Capital Municipal Bond Index (reflects no deduction for fees, expenses or taxes)		12.91	%		4.32	%		5.75	%

127

[Updated performance information is available [Web site address and/or toll-free telephone number].]

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. StableRiver Capital Management LLC is the Fund’s subadviser.

Portfolio Management

Mr. Chris Carter, CFA, serves as Director of StableRiver and has managed the Fund since August 2003.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A and C Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. The Fund offers I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

The minimum initial investment amounts for each class are shown below, although these minimums may be reduced or waived in some cases. There are no minimums for subsequent investments.

Class	Dollar Amount
A Shares	$2,000
C Shares	$5,000 ($2,000 for IRA of other tax qualified accounts)
I Shares	None

Tax Information

Capital gains, if any, will be distributed on an annual basis. The Fund intends to distribute income that is exempt from regular federal and Georgia income taxes. A portion of the Fund’s distributions may be subject to Georgia or federal income taxes or to the federal alternative minimum tax.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

128

High Grade Municipal Bond Fund
Summary Section

A Shares and I Shares

Investment Objective

The High Grade Municipal Bond Fund (the “Fund”) seeks yield driven by seeking current income exempt from regular federal income tax other than the alternative minimum tax while preserving capital.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Shareholder Fees
(fees paid directly from your investment)	Class A			Class I
Maximum Sales Charge (load) Imposed on Purchases (as a % of offering price)		4.75	%	None

Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your investment)	Class A			Class I
Management Fees		0.55	%		0.55	%
Distribution (12b-1) fee		0.15	%	None
Other Expenses		[     ]	%		[     ]	%
Total Annual Fund Operating Expenses		[     ]	%		[     ]	%
Fee Waiver and/or Expense Reimbursement(1)		[     ]	%		[     ]	%
Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement		[     ]	%		[     ]	%

⁽¹⁾ The Adviser and the Subadviser have contractually agreed to waive fees and reimburse expenses until at least August 1, 2011 in order to keep Total Annual Operating Expenses (excluding taxes, brokerage commissions, substitute dividend expenses on securities sold short, extraordinary expenses and acquired fund fees and expenses) from exceeding 0.80% and 0.65% for the A and I Shares, respectively. This agreement shall terminate upon the termination of the Investment Advisory Agreement between the Trust and the Adviser, or it may be terminated upon written notice to the Adviser by the Trust.

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

129

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]
I Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]

Portfolio Turnover

The Fund pays transaction costs when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [___]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets in investment grade municipal securities, including securities subject to the alternative minimum tax, with income exempt from regular federal income tax. The Fund may invest up to 20% of its assets in securities rated below investment grade by either Moody’s Investors Service or Standard & Poor’s Ratings Services or unrated securities that the Fund’s subadviser, StableRiver Capital Management LLC (the “Subadviser”), believes are of comparable quality. Up to 20% of the Fund’s assets may also be invested in certain taxable debt securities.

In selecting investments for purchase and sale, the Subadviser tries to limit risk as much as possible. Based on the Subadviser’s analysis of municipalities, credit risk, market trends and investment cycles, the Subadviser attempts to invest more of the Fund’s assets in undervalued market sectors and less in overvalued sectors. The Subadviser anticipates that the Fund’s average weighted maturity will range from 5 to 25 years. The Subadviser may retain securities if the rating of the security falls below investment grade and the Subadviser deems retention of the security to be in the best interests of the Fund.

Under normal circumstances, the Fund will invest at least 65% of its assets in municipal securities insured or protected as to timely payment of principal and interest. The Subadviser considers insured or protected bonds to be those bonds covered by a municipal bond insurance company, a recognized state credit enhancement program, the Treasury Guarantee Program, or in a pre-refunded position. These situations reduce (but do not eliminate) credit risk.

In addition, to implement its investment strategy, the Fund may buy or sell derivative instruments (such as swaps, including interest rate swaps, futures, options and inverse floaters) to use as a substitute for a purchase or sale of a position in the underlying assets and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate risk.

Principal Investment Risks

Interest Rate Risk: Debt securities will generally lose value if interest rates increase. U.S. Government securities can exhibit price movements requlting from changes in interest rates. Interest rate risk is generally higher for investments with longer maturities or durations.

Credit Risk: Debt securities are subject to the risk that an issuer will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market

130

perception that the owner may not make payment on time. The lower the rating of a debt security, the higher its credit risk.

Municipal Securities Risk: Litigation, legislation or other political events, local business or economic conditions or the bankruptcy of the issuer could have a significant effect on an issuer’s ability to make payments of principal or interest or otherwise affect the value of such securities. The value of these securities may decline because of a market perception that the issuer may not make payments on time. These securities are subject to the economic conditions and government policies of their respective state or municipality.

Below Investment Grade Securities Risk: Below investment grade securities (sometimes referred to as “junk bonds”) involve greater risk of default or downgrade and are more volatile than investment grade securities. Below investment grade securities may also be less liquid than higher quality securities.

Derivatives Risk: Because the Fund may invest in derivatives, it is exposed to additional volatility and potential loss.

Futures Contract Risk: The Fund may enter into futures contracts. The risks associated with futures include: the Subadviser’s ability to manage these instruments, the potential inability to terminate or sell a position, the lack of a liquid secondary market for the Fund’s position and the risk that the counterparty to the transaction will not meet its obligations.

Leverage Risk: Certain transactions and the use of derivatives such as swaps and futures may create leveraging risk. Leverage may cause the Fund to be more volatile than if the Fund had not been leveraged. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s portfolio securities.

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[          ]%	[          ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [          ]%.

131

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to those of the Barclays Capital Municipal Bond Index. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

	1 Year			5 Years			10 Years
A Shares Returns Before Taxes		[   ]	%		[   ]	%		[   ]	%
I Shares Returns Before Taxes		[   ]	%		[   ]	%		[   ]	%
I Shares Returns After Taxes on Distributions		[   ]	%		[   ]	%		[   ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[   ]	%		[   ]	%		[   ]	%
Barclays Capital Municipal Bond Index (reflects no deduction for fees, expenses or taxes)		12.91	%		4.32	%		5.75	%

[Updated performance information is available [Web site address and/or toll-free telephone number].]

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. StableRiver Capital Management LLC is the Fund’s subadviser.

Portfolio Management

Mr. Ronald Schwartz, CFA, serves as Managing Director of StableRiver and has managed the Fund since its inception.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. The Fund offers I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

The minimum initial investment amount for the Fund’s A Shares is $2,000, although these minimums may be reduced or waived in some cases. There is no minimum initial investment amount for the Fund’s I Shares. There are no minimums for subsequent investments.

132

Tax Information

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

133

Investment Grade Tax-Exempt Bond Fund
Summary Section

A Shares and I Shares

Investment Objective

The Investment Grade Tax-Exempt Bond Fund (the “Fund”) seeks high total return through (i) current income that is exempt from federal income taxes and (ii) capital appreciation, while preserving the principal amount invested.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Shareholder Fees
(fees paid directly from your investment)	Class A			Class I
Maximum Sales Charge (load) Imposed on Purchases (as a % of offering price)		4.75	%	None

Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your investment)	Class A			Class I
Management Fees		0.49	%		0.49	%
Distribution (12b-1) fee		0.30	%	None
Other Expenses		[     ]	%		[     ]	%
Total Annual Fund Operating Expenses		[     ]	%		[     ]	%

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]
I Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]

Portfolio Turnover

The Fund pays transaction costs when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [___]% of the average value of its portfolio.

134

Principal Investment Strategies

The Fund invests at least 80% of its net assets in investment grade tax-exempt obligations, like municipal securities. The issuers of these securities may be located in any U.S. state, territory or possession. In addition, the Fund may invest up to 20% of its assets in securities subject to the alternative minimum tax or in certain taxable debt securities.

In selecting investments for purchase and sale, the Fund’s subadviser, StableRiver Capital Management LLC (the “Subadviser”) tries to limit risk as much as possible. Based on the Subadviser’s analysis of municipalities, credit risk, market trends and investment cycles, the Subadviser attempts to invest more of the Fund’s assets in undervalued market sectors and less in overvalued sectors. The Subadviser also tries to identify and invest in municipal issuers with improving credit and avoid those with deteriorating credit. The Subadviser anticipates that the Fund’s average weighted maturity will range from 4 to 10 years. The Fund invests in securities rated investment grade by at least one national securities rating agency or unrated securities that the Subadviser believes are of comparable quality. The Subadviser may retain securities if the rating of the security falls below investment grade and the Subadviser deems retention of the security to be in the best interests of the Fund.

In addition, to implement its investment strategy, the Fund may buy or sell, derivative instruments (such as swaps, including interest rate swaps, futures, options and inverse floaters) to use as a substitute for a purchase or sale of a position in the underlying assets and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate risk.

Principal Investment Risks

Interest Rate Risk: Debt securities will generally lose value if interest rates increase. U.S. Government securities can exhibit price movements resulting from changes in interest rates. Interest rate risk is generally higher for investments with longer maturities or durations.

Credit Risk: Debt securities are subject to the risk that an issuer will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the owner may not make payment on time. The lower the rating of a debt security, the higher its credit risk.

Municipal Securities Risk: Litigation, legislation or other political events, local business or economic conditions or the bankruptcy of the issuer could have a significant effect on an issuer’s ability to make payments of principal or interest or otherwise affect the value of such securities. The value of the securities may decline because of a market perception that the issuer may not make payments on time. These securities are subject to the economic conditions and government policies of their respective state or municipality.

Below Investment Grade Securities Risk: Below investment grade securities (sometimes referred to as “junk bonds”) involve greater risk of default or downgrade and are more volatile than investment grade securities. Below investment grade securities may also be less liquid than higher quality securities.

Derivatives Risk: Because the Fund may invest in derivatives, it is exposed to additional volatility and potential loss.

135

Futures Contract Risk: The Fund may enter into futures contracts. The risks associated with futures include: the Subadviser’s ability to manage these instruments, the potential inability to terminate or sell a position, the lack of a liquid secondary market for the Fund’s position and the risk that the counterparty to the transaction will not meet its obligations.

Leverage Risk: Certain transactions and the use of derivatives such as swaps and futures may create leveraging risk. Leverage may cause the Fund to be more volatile than if the Fund had not been leveraged. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s portfolio securities.

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[          ]%	[          ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [     ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to those of the Barclays Capital Municipal Bond Index 1-15 Year Blend Index. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

	1 Year			5 Years			10 Years
A Shares Returns Before Taxes		[   ]	%		[   ]	%		[   ]	%
I Shares Returns Before Taxes		[   ]	%		[   ]	%		[   ]	%
I Shares Returns After Taxes on Distributions		[   ]	%		[   ]	%		[   ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[   ]	%		[   ]	%		[   ]	%
Barclays Capital Municipal Bond Index 1-15 Year Blend (reflects no deduction for fees, expenses or taxes)		8.90	%		4.40	%		5.42	%

136

[Updated performance information is available [Web site address and/or toll-free telephone number].]

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. StableRiver Capital Management LLC is the Fund’s subadviser.

Portfolio Manager

Mr. Ronald Schwartz, CFA, serves as Managing Director of StableRiver and has managed the Fund since the its inception.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. The Fund offers I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

The minimum initial investment amount for the Fund’s A Shares is $2,000, although these minimums may be reduced or waived in some cases. There is no minimum initial investment amount for the Fund’s I Shares. There are no minimums for subsequent investments.

Tax Information

Capital gains, if any, will be distributed on an annual basis. The Fund intends to distribute income that is exempt from regular federal income taxes. A portion of the Fund’s distributions may be subject to federal income taxes or to the federal alternative minimum tax.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

137

Maryland Municipal Bond Fund
Summary Section

A Shares and I Shares

Investment Objective

The Maryland Municipal Bond Fund (the “Fund”) seeks high current income exempt from regular federal income tax and Maryland income tax, consistent with preservation of capital.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Shareholder Fees
(fees paid directly from your investment)	Class A			Class I
Maximum Sales Charge (load) Imposed on Purchases (as a % of offering price)		4.75	%	None

Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your investment)	Class A			Class I
Management Fees		0.55	%		0.55	%
Distribution (12b-1) fee		0.15	%	None
Other Expenses		[     ]	%		[     ]	%
Total Annual Fund Operating Expenses		[     ]	%		[     ]	%

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]
I Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]

Portfolio Turnover

The Fund pays transaction costs when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [___]% of the average value of its portfolio.

138

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets in municipal securities, including securities subject to the alternative minimum tax, with income exempt from regular federal income tax and Maryland income tax. Issuers of these securities can be located in Maryland, Puerto Rico and other U.S. territories and possessions. In addition, the Fund may invest up to 20% of its assets in certain taxable debt securities.

In selecting investments for purchase and sale, the Fund’s subadviser, StableRiver Capital Management LLC (the “Subadviser”) tries to limit risk by buying primarily investment grade securities. Based on the Subadviser’s analysis of municipalities, credit risk, market trends and investment cycles, the subadviser attempts to invest more of the Funds assets in undervalued sectors and less in overvalued sectors..There are no limits on the Fund’s average weighted maturity or on the remaining maturities of individual securities. The Subadviser may retain securities if the rating of the security falls below investment grade and the Subadviser deems retention of the security to be in the best interests of the Fund.

In addition, to implement its investment strategy, the Fund may buy or sell derivative instruments (such as swaps, including interest rate swaps, futures, options and inverse floaters) to use as a substitute for a purchase or sale of a position in the underlying assets and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate risk.

Principal Investment Risks

Interest Rate Risk: Debt securities will generally lose value if interest rates increase. Interest rate risk is generally higher for investments with longer maturities or durations.

Credit Risk: Debt securities are subject to the risk that an issuer will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the owner may not make payment on time. The lower the rating of a debt security, the higher its credit risk.

Concentration Risk: The Fund’s concentration of investments in securities of issuers located in Maryland subjects the Fund to economic and government policies within Maryland.

Municipal Securities Risk: Litigation, legislation or other political events, local business or economic conditions or the bankruptcy of the issuer could have a significant effect on an issuer’s ability to make payments of principal and/or interest or otherwise affect the value of such securities. The value of these securities may decline because of a market perception that the issuer may not make payments on time.

Below Investment Grade Securities Risk: Below investment grade securities (sometimes referred to as “junk bonds”) involve greater risk of default or downgrade and are more volatile than investment grade securities. Below investment grade securities may also be less liquid than higher quality securities.

Derivatives Risk: Because the Fund may invest in derivatives, it is exposed to additional volatility and potential loss.

Leverage Risk: Certain transactions and the use of derivatives such as swaps and futures may create leveraging risk. Leverage may cause the Fund to be more volatile than if the Fund had not been leveraged. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s portfolio securities.

139

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[          ]%	[          ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [          ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to those of the Barclays Capital Municipal Bond Index. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

	1 Year			5 Years			10 Years
A Shares Returns Before Taxes		[   ]	%		[   ]	%		[   ]	%
I Shares Returns Before Taxes		[   ]	%		[   ]	%		[   ]	%
I Shares Returns After Taxes on Distributions		[   ]	%		[   ]	%		[   ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[   ]	%		[   ]	%		[   ]	%
Barclays Capital Municipal Bond Index (reflects no deduction for fees, expenses or taxes)		12.91	%		4.32	%		5.75	%

[Updated performance information is available [Web site address and/or toll-free telephone number].]

140

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. StableRiver Capital Management LLC is the Fund’s subadviser.

Portfolio Management

Mr. George E. Calvert, Jr., Director of StableRiver, has managed the Fund since August 2000.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. The Fund offers I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

The minimum initial investment amount for the Fund’s A Shares is $2,000, although these minimums may be reduced or waived in some cases. There is no minimum initial investment amount for the Fund’s I Shares. There are no minimums for subsequent investments.

Tax Information

Capital gains, if any, will be distributed on an annual basis. The Fund intends to distribute income that is exempt from regular federal and Maryland income taxes. A portion of the Fund’s distributions may be subject to Maryland or federal income taxes or to the federal alternative minimum tax.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

141

North Carolina Tax-Exempt Bond Fund
Summary Section

A Shares and I Shares

Investment Objective

The North Carolina Tax-Exempt Bond Fund (the “Fund”) seeks current income exempt from federal and state income taxes for North Carolina residents without undue risk.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Shareholder Fees
(fees paid directly from your investment)	Class A			Class I
Maximum Sales Charge (load) Imposed on Purchases (as a % of offering price)		4.75	%	None

Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your investment)	Class A			Class I
Management Fees		0.55	%		0.55	%
Distribution (12b-1) fee		0.15	%	None
Other Expenses		[     ]	%		[     ]	%
Total Annual Fund Operating Expenses		[     ]	%		[     ]	%

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]
I Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]

Portfolio Turnover

The Fund pays transaction costs when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [___]% of the average value of its portfolio.

142

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets in municipal securities with income exempt from federal and North Carolina income taxes. Issuers of these securities can be located in North Carolina, Puerto Rico and other U.S. territories and possessions. In addition, the Fund may invest up to 20% of its assets in securities subject to the alternative minimum tax or in certain taxable debt securities.

In selecting investments for purchase and sale, the Fund’s subadviser, StableRiver Capital Management LLC (the “Subadviser”), tries to limit risk as much as possible. Based on the Subadviser’s analysis of municipalities, credit risk, market trends and investment cycles, the Subadviser attempts to invest more of the Fund’s assets in undervalued market sectors and less in overvalued sectors. The Subadviser tries to diversify the Fund’s holdings within North Carolina. The Subadviser also tries to identify and invest in municipal issuers with improving credit and avoid those with deteriorating credit. The Subadviser may retain securities if the rating of the security falls below investment grade and the Subadviser deems retention of the security to be in the best interests of the Fund.

In addition, to implement its investment strategy, the Fund may buy or sell derivative instruments (such as swaps, including interest rate swaps, futures, options and inverse floaters) to use as a substitute for a purchase or sale of a position in the underlying assets and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate risk.

Principal Investment Risks

Interest Rate Risk: Debt securities will generally lose value if interest rates increase. U.S. Government Securities can exhibit price movements resulting from changes in interest rates. Interest rate risk is generally higher for investments with longer maturities or durations.

Credit Risk: Debt securities are subject to the risk that an issuer will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the owner may not make payment on time. The lower the rating of a debt security, the higher its credit risk.

Concentration Risk: The Fund’s concentration of investments in securities of issuers located in North Carolina subjects the Fund to economic and government policies of North Carolina.

Municipal Securities Risk: Litigation, legislation or other political events, local business or economic conditions or the bankruptcy of the issuer could have a significant effect on an issuer’s ability to make payments of principal and/or interest or otherwise affect the value of such securities. The value of these securities may decline because of a market perception that the issuer may not make payments on time.

Non-Diversification Risk: The Fund is non-diversified, which means that it may invest in the securities of relatively few issuers. As a result, the Fund may be more susceptible to a single adverse economic or regulatory occurrence affecting one or more of these issuers, and may experience increased volatility due to its investments in those securities.

Futures Contract Risk: The Fund may enter into futures contracts. The risks associated with futures include: the Subadviser’s ability to manage these instruments, the potential inability to terminate or sell

143

a position, the lack of a liquid secondary market for the Fund’s position and the risk that the counterparty to the transaction will not meet its obligations.

Derivatives Risk: Because the Fund may invest in derivatives, it is exposed to additional volatility and potential loss.

Leverage Risk: Certain transactions and the use of derivatives such as swaps and futures may create leveraging risk. Leverage may cause the Fund to be more volatile than if the Fund had not been leveraged. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s portfolio securities.

Below Investment Grade Securities Risk: Below investment grade securities (sometimes referred to as “junk bonds”) involve greater risk of default or downgrade and are more volatile than investment grade securities. Below investment grade securities may also be less liquid than higher quality securities.

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future. The Fund commenced operations on March 21, 2005. Performance between January 8, 2004 and March 21, 2005 is that of the CCMI Tax-Exempt North Carolina Bond Fund, the Fund’s predecessor. The performance of the predecessor fund has not been adjusted to reflect the Fund’s A Share expenses. If it had been, performance would have been lower.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[          ]%	[          ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [          ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to those of the Barclays Capital Municipal Bond Index. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

144

	1 Year			5 Years			Since Inception*
A Shares Returns Before Taxes		[   ]	%		[   ]	%		[   ]	%
I Shares Returns Before Taxes		[   ]	%		[   ]	%		[   ]	%
I Shares Returns After Taxes on Distributions		[   ]	%		[   ]	%		[   ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[   ]	%		[   ]	%		[   ]	%
Barclays Capital Municipal Bond Index (reflects no deduction for fees, expenses or taxes)		12.91	%		4.32	%		4.29	%

* Since inception of the predecessor fund on January 8, 2004.

[Updated performance information is available [Web site address and/or toll-free telephone number].]

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. StableRiver Capital Management LLC is the Fund’s subadviser.

Portfolio Management

Mr. Chris Carter, CFA, Director of StableRiver, has managed the Fund since March 2005.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. The Fund offers I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

The minimum initial investment amount for the Fund’s A Shares is $2,000, although these minimums may be reduced or waived in some cases. There is no minimum initial investment amount for the Fund’s I Shares. There are no minimums for subsequent investments.

Tax Information

Capital gains, if any, will be distributed on an annual basis. The Fund intends to distribute income that is exempt from regular federal and North-Carolina income taxes. A portion of the Fund’s distributions may be subject to North-Carolina or federal income taxes or to the federal alternative minimum tax.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

145

Virginia Intermediate Municipal Bond Fund
Summary Section

A Shares and I Shares

Investment Objective

The Virginia Intermediate Municipal Bond Fund (the “Fund”) seeks high current income exempt from federal and Virginia income taxes, consistent with preservation of capital.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Shareholder Fees
(fees paid directly from your investment)	Class A			Class I
Maximum Sales Charge (load) Imposed on Purchases (as a % of offering price)		4.75	%	None

Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your investment)	Class A			Class I
Management Fees		0.55	%		0.55	%
Distribution (12b-1) fee		0.15	%	None
Other Expenses		[     ]	%		[     ]	%
Total Annual Fund Operating Expenses		[     ]	%		[     ]	%

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]
I Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]

Portfolio Turnover

The Fund pays transaction costs when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [___]% of the average value of its portfolio.

146

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets in municipal securities, including securities subject to the alternative minimum tax, with income exempt from regular federal income tax and Virginia income tax. Issuers of these securities can be located in Virginia, Puerto Rico and other U.S. territories and possessions. In addition, the Fund may invest up to 20% of its net assets in certain taxable debt securities.

In selecting investments for purchase and sale, the Fund’s subadviser, StableRiver Capital Management LLC (the “Subadviser”), tries to limit risk by buying investment grade securities. Based on the Subadviser’s analysis of municipalities, credit risk, market trends and investment cycles, the subadviser attempts to invest more of the Funds assets in undervalued sectors and less in overvalued sectors.. The Subadviser expects that the Fund’s average weighted maturity will range from 5 to 10 years but there is no limit on the maturities of individual securities. The Subadviser may retain securities if the rating of the security falls below investment grade and the Subadviser deems retention of the security to be in the best interests of the Fund.

In addition, to implement its investment strategy, the Fund may buy or sell derivative instruments (such as swaps, including interest rate swaps, futures, options and inverse floaters) to use as a substitute for a purchase or sale of a position in the underlying assets and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate risk.

Principal Investment Risks

Interest Rate Risk: Debt securities will generally lose value if interest rates increase. U.S. Government securities can exhibit price movements resulting from changes in interest rates. Interest rate risk is generally higher for investments with longer maturities or durations.

Credit Risk: Debt securities are subject to the risk that an issuer will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the owner may not make payment on time. The lower the rating of a debt security, the higher its credit risk.

Concentration Risk: The Fund’s concentration of investments in securities of issuers located in Virginia subjects the Fund to economic and government policies of Virginia.

Municipal Securities Risk: Litigation, legislation or other political events, local business or economic conditions or the bankruptcy of the issuer could have a significant effect on an issuer’s ability to make payments of principal and/or interest or otherwise affect the value of such securities. The value of these securities may decline because of a market perception that the issuer may not make payments on time.

Derivatives Risk: Because the Fund may invest in derivatives, it is exposed to additional volatility and potential loss.

Futures Contract Risk: The Fund may enter into futures contracts. The risks associated with futures include: the Subadviser’s ability to manage these instruments, the potential inability to terminate or sell

147

a position, the lack of a liquid secondary market for the Fund’s position and the risk that the counterparty to the transaction will not meet its obligations.

Leverage Risk: Certain transactions and the use of derivatives such as swaps and futures may create leveraging risk. Leverage may cause the Fund to be more volatile than if the Fund had not been leveraged. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s portfolio securities.

Below Investment Grade Securities Risk: Below investment grade securities (sometimes referred to as “junk bonds”) involve greater risk of default or downgrade and are more volatile than investment grade securities. Below investment grade securities may also be less liquid than higher quality securities.

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[          ]%	[          ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [          ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to those of the Barclays Municipal Bond Index 1-15 Year Blend Index. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

	1 Year			5 Years			10 Years
A Shares Returns Before Taxes		[   ]	%		[   ]	%		[   ]	%
I Shares Returns Before Taxes		[   ]	%		[   ]	%		[   ]	%
I Shares Returns After Taxes on Distributions		[   ]	%		[   ]	%		[   ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[   ]	%		[   ]	%		[   ]	%
Barclays Capital Municipal Bond Index 1-15 Year Blend (reflects no deduction for fees, expenses or taxes)		8.90	%		4.40	%		5.42	%

148

[Updated performance information is available [Web site address and/or toll-free telephone number].]

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. StableRiver Capital Management LLC is the Fund’s subadviser.

Portfolio Management

Mr. George E. Calvert, Jr., Director of StableRiver, has managed the Fund since August 2000.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. The Fund offers I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

The minimum initial investment amount for the Fund’s A Shares is $2,000, although these minimums may be reduced or waived in some cases. There is no minimum initial investment amount for the Fund’s I Shares. There are no minimums for subsequent investments.

Tax Information

Capital gains, if any, will be distributed on an annual basis. The Fund intends to distribute income that is exempt from regular federal and Virginia income taxes. A portion of the Fund’s distributions may be subject to Virginia or federal income taxes or to the federal alternative minimum tax.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

149

Short-Term Bond Fund
Summary Section

A Shares, C Shares and I Shares

Investment Objective

The Short-Term Bond Fund (the “Fund”) seeks high current income, while preserving capital.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Shareholder Fees
(fees paid directly from your investment)	Class A			Class C	Class I
Maximum Sales Charge (load) Imposed on Purchases (as a % of offering price)		2.50	%	None	None

Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your investment)	Class A			Class C			Class I
Management Fees		0.40	%		0.40	%		0.40	%
Distribution (12b-1) fee		0.20	%		1.00	%	None
Other Expenses		[     ]	%		[     ]	%		[     ]	%
Total Annual Fund Operating Expenses		[     ]	%		[     ]	%		[     ]	%

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]
C Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]
I Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]

You would pay the following expenses if you did not redeem your shares:

150

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]
C Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]
I Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]

Portfolio Turnover

The Fund pays transaction costs when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [___]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets in a diversified portfolio of short-to medium-term investment grade U.S. Treasury, corporate debt, mortgage-backed and asset-backed securities. These securities may be rated investment grade by at least one national securities rating agency or may be unrated securities that the Fund’s subadviser, StableRiver Capital Management LLC (the “Subadviser”) believes are of comparable quality. The Fund expects that it will normally maintain an effective maturity of 3 years or less. The Fund may invest in foreign securities, which at times may be significant.

In selecting securities for purchase and sale, the Subadviser attempts to identify securities that are expected to offer a comparably better investment return for a given level of risk. For example, short-term bonds generally have better returns than money market instruments, with a fairly modest increase in risk and/or volatility. The Subadviser manages the Fund from a total return perspective. That is, the Subadviser makes day-to-day investment decisions for the Fund with a view towards maximizing returns. The Subadviser analyzes, among other things, yields, market sectors and credit risk in an effort to identify attractive investments with attractive risk/reward trade-off.

The Subadviser may retain securities if the rating of the security falls below investment grade and the Subadviser deems retention of the security to be in the best interests of the Fund.

In addition, to implement its investment strategy, the Fund may buy or sell derivative instruments (such as swaps, including credit default swaps, futures and options) to use as a substitute for a purchase or sale of a position in the underlying assets and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate risk.

Principal Investment Risks

Credit Risk: Debt securities are subject to the risk that an issuer will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the owner may not make payment on time. The lower the rating of a debt security, the higher its credit risk.

Interest Rate Risk: Debt securities will generally lose value if interest rates increase. U.S. Government securities can exhibit price movements resulting from changes in interest rates. Interest rate risk is generally higher for investments with longer maturities or durations. Treasury inflation protected securities (“TIPS”) can also exhibit price movements as a result of changing inflation expectations and seasonal inflation patterns.

151

Mortgage and Asset Backed Security Risk: Mortgage- and asset-backed securities are debt instruments that are secured by interests in pools of mortgage loans or other financial assets. The value of these securities will be influenced by the factors affecting the assets underlying such securities, swings in interest rates, changes in default rates, or deteriorating economic conditions. During periods of declining asset values, mortgage-backed and asset-backed securities may face valuation difficulties, become more volatile and/or illiquid. The risk of default is generally higher in the case of securities backed by loans made to borrowers with “sub-prime” credit metrics.

Prepayment and Call Risk: When mortgages and other obligations are prepaid and when securities are called, the Fund may have to reinvest in securities with a lower yield or fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss.

Foreign Securities Risk: Foreign securities involve special risks such as currency fluctuations, economic or financial instability, lack of timely or reliable financial information and unfavorable political or legal developments and delays in enforcement of rights.

Derivatives Risk: Because the Fund may invest in derivatives, it is exposed to additional volatility and potential loss.

Futures Contract Risk: The Fund may enter into futures contracts. The risks associated with futures include: the Subadviser’s ability to manage these instruments, the potential inability to terminate or sell a position, the lack of a liquid secondary market for the Fund’s position and the risk that the counterparty to the transaction will not meet its obligations.

Swap Risk: The Fund may enter into swap agreements, including credit default swaps, for purposes of attempting to gain exposure to a particular asset without actually purchasing that asset, or to hedge a position. Credit default swaps may increase the Fund’s exposure to credit risk and could result in losses if the Subadviser does not correctly evaluate the creditworthiness of the entity on which the credit default swap is based. Swap agreements may also subject the Fund to the risk that the counterparty to the transaction may not meet its obligations.

Leverage Risk: Certain transactions and the use of derivatives such as swaps and futures may create leveraging risk. Leverage may cause the Fund to be more volatile than if the Fund had not been leveraged. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s portfolio securities.

Below Investment Grade Securities Risk: Below investment grade securities (sometimes referred to as “junk bonds”) involve greater risk of default or downgrade and are more volatile than investment grade securities. Below investment grade securities may also be less liquid than higher quality securities.

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

152

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[          ]%	[          ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [          ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to those of the Citigroup 1-3 Year Government/Credit Index and the Barclays Capital 1-3 Year Government/Credit Index. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

	1 Year			5 Years			10 Years
A Shares Returns Before Taxes		[   ]	%		[   ]	%		[   ]	%
C Shares Returns Before Taxes		[   ]	%		[   ]	%		[   ]	%
I Shares Returns Before Taxes		[   ]	%		[   ]	%		[   ]	%
I Shares Returns After Taxes on Distributions		[   ]	%		[   ]	%		[   ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[   ]	%		[   ]	%		[   ]	%
Citigroup 1-3 Year Government/Credit Index (reflects no deduction for fees, expenses or taxes)*		3.80	%		4.35	%		4.90	%
Barclays Capital 1-3 Year Government/Credit Index (reflects no deduction for fees, expenses or taxes)		[   ]	%		[   ]	%		[   ]	%

* Effective March 31, 2010, the Fund transitioned its benchmark from the Citigroup 1-3 Year Government/Credit Index to the Barclays Capital 1-3 Year Government/Credit Index as it is more prominently used as the industry standard for fixed income benchmarks.

[Updated performance information is available [Web site address and/or toll-free telephone number].]

153

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. StableRiver Capital Management LLC is the Fund’s subadviser.

Portfolio Management

The Fund is managed by a portfolio management team comprised of Mr. H. Rick Nelson, Chief Executive Officer and Chief Investment Officer of StableRiver and Managing Director of the Adviser, Mr. Robert W. Corner Managing Director of StableRiver and Managing Director of the Adviser and Mr. Chad Stephens Director of StableRiver and Vice President of the Adviser . Mr. Nelson and Mr. Corner have co-managed the Fund since 2003 while Mr. Stephens has co- managed the Fund since 2008.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A and C Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. The Fund offers I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

The minimum initial investment amounts for each class are shown below, although these minimums may be reduced or waived in some cases. There are no minimums for subsequent investments.

Class	Dollar Amount
A Shares	$2,000
C Shares	$5,000 ($2,000 for IRA of other tax qualified accounts)
I Shares	None

Tax Information

The Fund’s distributions are generall taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

154

Short-Term U.S. Treasury Securities Fund
Summary Section

A Shares, C Shares and I Shares

Investment Objective

The Short-Term U.S. Treasury Securities Fund (the “Fund”) seeks high current income, while preserving capital.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Shareholder Fees
(fees paid directly from your investment)	Class A			Class C	Class I
Maximum Sales Charge (load) Imposed on Purchases (as a % of offering price)		2.50	%	None	None

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of
the value of your investment)	Class A			Class C			Class I
Management Fees		0.40	%		0.40	%		0.40	%
Distribution (12b-1) fee		0.18	%		1.00	%	None
Other Expenses		[     ]	%		[     ]	%		[     ]	%
Total Annual Fund Operating Expenses		[     ]	%		[     ]	%		[     ]	%
Fee Waiver and/or Expense Reimbursement (1)		[     ]	%		[     ]	%		[     ]	%
Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement		[     ]	%		[     ]	%		[     ]	%

⁽¹⁾ The Adviser and the Subadviser have contractually agreed to waive fees and reimburse expenses until at least August 1, 2011 in order to keep Total Annual Operating Expenses (excluding taxes, brokerage commissions, substitute dividend expenses on securities sold short, extraordinary expenses and acquired fund fees and expenses) from exceeding 0.73%, 1.55% and 0.55% for the A, C and I Shares, respectively. This agreement shall terminate upon the termination of the Investment Advisory Agreement between the Trust and the Adviser, or it may be terminated upon written notice to the Adviser by the Trust.

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]
C Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]
I Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]

155

You would pay the following expenses if you did not redeem your shares:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]
C Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]
I Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]

Portfolio Turnover

The Fund pays transaction costs when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [___]% of the average value of its portfolio.

Principal Investment Strategies

The Fund invests exclusively in short-term U.S. Treasury securities (those with remaining maturities of 5 years or less) and shares of registered money market funds that invest in the foregoing. The Fund intends to maintain an average weighted maturity from 1 to 3 years.

The Fund’s subadviser, StableRiver Capital Management LLC (the “Subadviser”) manages the Fund from a total return perspective. That is, the Subadviser makes day to day investment decisions for the Fund with a view toward maximizing total return. In selecting investments for purchase and sale, the Subadviser attempts to identify U.S. Treasury securities with maturities that offer a comparably better return potential and yield than either shorter maturity or longer maturity securities for a given level of interest rate risk.

In addition, to implement its investment strategy, the Fund may buy or sell, to a limited extent, derivative instruments (such as futures, options and swaps) to use as a substitute for a purchase or sale of a position in the underlying assets and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate risk.

Principal Investment Risks

Short-term U.S. Government Debt Securities Risk: Short-term U.S. Treasury securities may underperform other segments of the fixed income market or the fixed income market as a whole.

Interest Rate Risk: Debt securities will lose value because of increases in interest rates. U.S. Government securities can exhibit price movements resulting from changes in interest rates. Interest rate risk is generally higher for investments with longer maturities or durations. Treasury inflation protected securities (“TIPS”) can exhibit price movements as a result of changing inflation expectations and seasonal inflation patterns.

156

Derivatives Risk: Because the Fund may invest in derivatives, it is exposed to additional volatility and potential loss.

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[          ]%	[          ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [          ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to those of the Citigroup 1-3 Year Treasury Index and the Barclays Capital 1-3 Year U.S. Treasury Index. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

	1 Year			5 Years			10 Years
A Shares Returns Before Taxes		[   ]	%		[   ]	%		[   ]	%
C Shares Returns Before Taxes		[   ]	%		[   ]	%		[   ]	%
I Shares Returns Before Taxes		[   ]	%		[   ]	%		[   ]	%
I Shares Returns After Taxes on Distributions		[   ]	%		[   ]	%		[   ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[   ]	%		[   ]	%		[   ]	%
Citigroup 1-3 Year Treasury Index (reflects no deduction for fees, expenses or taxes)*		0.72	%		3.99	%		4.46	%
Barclays Capital 1-3 Year U.S. Treasury Index (reflects no deduction for fees, expenses or taxes)*		[   ]	%		[   ]	%		[   ]	%

157

* Effective March 31, 2010, the Fund transitioned its benchmark from the Citigroup 1-3 Year Treasury Index to the Barclays Capital 1-3 Year Treasury Index as it is more prominently used as the industry standard for fixed income benchmarks, is widely used by the Adviser and provides enhanced systems access for performance attribution purposes.

[Updated performance information is available [Web site address and/or toll-free telephone number].]

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. StableRiver Capital Management LLC is the Fund’s subadviser.

Portfolio Management

The Fund is managed by a portfolio management team comprised of Mr. H. Rick Nelson, Chief Executive Officer and Chief Investment Officer of StableRiver and Managing Director of the Adviser, Mr. Robert W. Corner, Managing Director of StableRiver and Managing Director of the Adviser and Mr. Chad Stephens, Director of StableRiver and Vice President of the Adviser .

Mr. Nelson and Mr. Stephens have co-managed the Fund since 2005 while Mr. Corner has co- managed the Fund since 2008.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A and C Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. The Fund offers I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

The minimum initial investment amounts for each class are shown below, although these minimums may be reduced or waived in some cases. There are no minimums for subsequent investments.

Class	Dollar Amount
A Shares	$2,000
C Shares	$5,000 ($2,000 for IRA of other tax qualified accounts)
I Shares	None

Tax Information

158

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

159

Ultra-Short Bond Fund
Summary Section

I Shares

Investment Objective

The Ultra-Short Bond Fund (the “Fund”) seeks high current income consistent with preserving capital and maintaining liquidity.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your investment)	Class I
Management Fees		0.22	%
Other Expenses		[     ]	%
Total Annual Fund Operating Expenses		[     ]	%

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year		3 Years		5 Years		10 Years
I Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]

Portfolio Turnover

The Fund pays transaction costs when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [___]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets in short duration, investment grade money market and fixed income securities including, but not limited to, U.S. Treasury and agency securities, obligations of supranational entities and foreign governments, domestic and

160

foreign corporate debt obligations, taxable municipal debt securities, mortgage-backed and asset-backed securities, repurchase agreements, and other mutual funds. The Fund’s investment in foreign issuers may at times be significant. The Fund normally expects to maintain an average effective duration between 3 months and 1 year. Individual purchases will generally be limited to securities with an effective duration of less than 5 years. Duration measures a bond or Fund’s sensitivity to interest rate changes and is expressed as a number of years. The higher the number, the greater the risk. Under normal circumstances, for example, if a portfolio has a duration of five years, its value will change by 5% if rates change by 1%. Shorter duration bonds result in lower expected volatility.

In selecting investments for purchase and sale, the Fund’s subadviser, StableRiver Capital Management LLC (the “Subadviser”), attempts to maximize income by identifying securities that offer an acceptable yield for a given level of credit risk and maturity. The Subadviser attempts to identify short duration securities that offer a comparably better return potential and yield than money market funds. The Subadviser may retain securities if the rating of the security falls below investment grade and the Subadviser deems retention of the security to be in the best interests of the Fund.

In addition, to implement its investment strategy, the Fund may buy or sell, derivative instruments (such as swaps, including credit default swaps, futures and options) to use as a substitute for a purchase or sale of a position in the underlying assets and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate risk.

Principal Investment Risks

Credit Risk: Debt securities are subject to the risk that an issuer will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the owner may not make payment on time. The lower the rating of a debt security, the higher its credit risk.

Interest Rate Risk: Debt securities will generally lose value if interest rates increase. U.S. Government securities can exhibit price movements resulting from changes in interest rates. Interest rate risk is generally higher for investments with longer maturities or durations. Treasury inflation protected securities (“TIPS”) can also exhibit price movements as a result of changing inflation expectations and seasonal inflation patterns.

Short-term U.S. Government Debt Securities Risk: Short-term U.S. government debt securities may underperform other segments of the fixed income market or the fixed income market as a whole.

Mortgage and Asset Backed Security Risk: Mortgage- and asset-backed securities are debt instruments that are secured by interests in pools of mortgage loans or other financial assets. The value of these securities will be influenced by the factors affecting the assets underlying such securities, swings in interest rates, changes in default rates, or deteriorating economic conditions. During periods of declining asset values, mortgage-backed and asset-backed securities may face valuation difficulties, become more volatile and/or illiquid. The risk of default is generally higher in the case of securities backed by loans made to borrowers with “sub-prime” credit metrics.

Prepayment and Call Risk: When mortgages and other obligations are prepaid and when securities are called, the Fund may have to reinvest in securities with a lower yield or fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss.

161

Foreign Securities Risk: Foreign securities involve special risks such as currency fluctuations, economic or financial instability, lack of timely or reliable financial information and unfavorable political or legal developments and delays in enforcement of rights.

Derivatives Risk: Because the Fund may invest in derivatives, it is exposed to additional volatility and potential loss.

Futures Contract Risk: The Fund may enter into futures contracts. The risks associated with futures include: the Subadviser’s ability to manage these instruments, the potential inability to terminate or sell a position, the lack of a liquid secondary market for the Fund’s position and the risk that the counterparty to the transaction will not meet its obligations.

Swap Risk: The Fund may enter into swap agreements, including credit default swaps, for purposes of attempting to gain exposure to a particular asset without actually purchasing that asset, or to hedge a position. Credit default swaps may increase the Fund’s exposure to credit risk and could result in losses if the Subadviser does not correctly evaluate the creditworthiness of the entity on which the credit default swap is based. Swap agreements may also subject the Fund to the risk that the counterparty to the transaction may not meet its obligations.

Leverage Risk: Certain transactions and the use of derivatives such as swaps and futures may create leveraging risk. Leverage may cause the Fund to be more volatile than if the Fund had not been leveraged. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s portfolio securities.

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[          ]%	[          ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [          ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to those of the Citigroup 6 Month U.S. Treasury Bill Index and the Barclays Capital 3-6 Month T-Bill Index. These returns reflect applicable sales charges and assume shareholders redeem all of their shares

162

at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

	1 Year			5 Years			Since Inception*
I Shares Returns Before Taxes		[   ]	%		[   ]	%		[   ]	%
I Shares Returns After Taxes on Distributions		[   ]	%		[   ]	%		[   ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[   ]	%		[   ]	%		[   ]	%
Citigroup 6 Month U.S. Treasury Bill Index (reflects no deductions for fees, expenses or taxes)**		0.47	%		3.11	%		3.04	%
Barclays Capital 3-6 Month T-Bill Index (reflects no deductions for fees, expenses or taxes)		[   ]	%		[   ]	%		[   ]	%

*	Since inception of the I Shares on April 15, 2002.
**	Effective March 31, 2010, the Fund transitioned its benchmark from the Citigroup 6 Month U.S. Treasury Bill Index to the Barclays Capital 3-6 Month Treasury Bill Index as it is more prominently used as the industry standard for fixed income benchmarks.

[Updated performance information is available [Web site address and/or toll-free telephone number].]

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. StableRiver Capital Management LLC is the Fund’s subadviser.

Portfolio Management

The Fund is managed by a portfolio management team comprised of Mr. H. Rick Nelson, Chief Executive Officer and Chief Investment Officer of StableRiver and Managing Director of the Adviser, Mr. Robert W. Corner, Managing Director of StableRiver and Managing Director of the Adviser and Mr. Chad Stephens, Director of StableRiver and Vice President of the Adviser .

Mr. Nelson and Mr. Corner have co-managed the Fund since 2004 while Mr. Stephens has co- managed the Fund since 2006.

Purchasing and Selling Your Shares

163

You may purchase or redeem Fund shares on any business day. The Fund offers I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

There is no minimum initial investment amount for the Fund’s I Shares. There are no minimums for subsequent investments.

Tax Information

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

164

U.S. Government Securities Ultra-Short Bond Fund
Summary Section

I Shares

Investment Objective

The U.S. Government Securities Ultra-Short Bond Fund (the “Fund”) seeks high current income consistent with preserving capital and maintaining liquidity.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your investment)	Class I
Management Fees		0.20	%
Other Expenses		[     ]	%
Total Annual Fund Operating Expenses		[     ]	%

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year		3 Years		5 Years		10 Years
I Shares	$	[          ]	$	[          ]	$	[          ]	$	[          ]

Portfolio Turnover

The Fund pays transaction costs when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [___]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets in short duration U.S. Treasury securities, U.S. agency securities, U.S. agency mortgage-backed securities, repurchase agreements, other U.S. government securities and shares of registered money market mutual funds that invest in the foregoing. The Fund expects to maintain an average effective duration between 3 months

165

and 1 year. Individual purchases will generally be limited to securities with an effective duration of less than 5 years. Duration measures a bond or Fund’s sensitivity to interest rate changes and is expressed as a number of years. The higher the number, the greater the risk. Under normal circumstances, for example, if a portfolio has a duration of five years, its value will change by 5% if rates change by 1%. Shorter duration bonds result in lower expected volatility.

In selecting securities for purchase and sale, the Fund’s subadviser, StableRiver Capital Management LLC (the “Subadviser”), attempts to maximize income by identifying securities that offer an acceptable yield for a given maturity.

In addition, to implement its investment strategy, the Fund may buy or sell, to a limited extent, derivative instruments (such as futures, options and swaps) to use as a substitute for a purchase or sale of a position in the underlying assets and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate risk.

Principal Investment Risks

Short-term U.S. Government Debt Securities Risk: Short-term U.S. government debt securities may underperform other segments of the fixed income market or the fixed income market as a whole.

Interest Rate Risk: Debt securities will generally lose value if interest rates increase. U.S. Government securities can exhibit price movements resulting from changes in interest rates. Interest rate risk is generally higher for investments with longer maturities or durations. Treasury inflation protected securities (“TIPS”) can also exhibit price movements as a result of changing inflation expectations and seasonal inflation patterns.

Mortgage and Asset Backed Security Risk: Mortgage- and asset-backed securities are debt instruments that are secured by interests in pools of mortgage loans or other financial assets. The value of these securities will be influenced by the factors affecting the assets underlying such securities, swings in interest rates, changes in default rates, or deteriorating economic conditions. During periods of declining asset values, mortgage-backed and asset-backed securities may face valuation difficulties, become more volatile and/or illiquid. The risk of default is generally higher in the case of securities backed by loans made to borrowers with “sub-prime” credit metrics.

If market interest rates increase substantially and the Fund’s adjustable-rate securities are not able to reset to market interest rates during any one adjustment period, the value of the Fund’s holdings and its net asset value may decline until the rates are able to reset to market rates. In the event of a dramatic increase in interest rates, the lifetime limit on a security’s interest rate may prevent the rate from adjusting to prevailing market rates. In such an event the market value of the security could decline substantially and affect the Fund’s net asset value.

Prepayment and Call Risk: When mortgages and other obligations are prepaid and when securities are called, the Fund may have to reinvest in securities with a lower yield or fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss.

Derivatives Risk: Because the Fund may invest in derivatives, it is exposed to additional volatility and potential loss.

166

Futures Contract Risk: The Fund may enter into futures contracts. The risks associated with futures include: the Subadviser’s ability to manage these instruments, the potential inability to terminate or sell a position, the lack of a liquid secondary market for the Fund’s position and the risk that the counterparty to the transaction will not meet its obligations.

Leverage Risk: Certain transactions and the use of derivatives such as swaps and futures may create leveraging risk. Leverage may cause the Fund to be more volatile than if the Fund had not been leveraged. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s portfolio securities.

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[          ]%	[          ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [          ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to those of the Citigroup 6 Month U.S. Treasury Bill Index and the Barclays Capital 3-6 Month U.S. Treasury Bill Index. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

	1 Year			5 Years			Since Inception*
I Shares Returns Before Taxes		[   ]	%		[   ]	%		[   ]	%
I Shares Returns After Taxes on Distributions		[   ]	%		[   ]	%		[   ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[   ]	%		[   ]	%		[   ]	%

167

	1 Year			5 Years			Since Inception*
Citigroup 6 Month U.S. Treasury Bill Index (reflects no deductions for fees, expenses or taxes)		0.47	%		3.11	%		3.04	%
Barclays Capital 3-6 Month U.S. Treasury U.S. Treasury Bill Index (reflects no deductions for fees, expenses or taxes)		[   ]	%		[   ]	%		[   ]	%

*	Since the Inception of I Shares on April 11, 2002.
**	Effective March 31, 2010, the Fund transitioned its benchmark from the Citigroup 6 Month U.S. Treasury Bill Index to the Barclays Capital 3-6 Month Treasury Bill Index as it is more prominently used as the industry standard for fixed income benchmarks, is widely used by the Adviser and provides enhanced systems access for performance attribution purposes.

[Updated performance information is available [Web site address and/or toll-free telephone number].]

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. StableRiver Capital Management LLC is the Fund’s subadviser.

Portfolio Management

The Fund is managed by a portfolio management team comprised of Mr. H. Rick Nelson, Chief Executive Officer and Chief Investment Officer of StableRiver and Managing Director of the Adviser, Mr. Robert W. Corner, Managing Director of StableRiver and Managing Director of the Adviser and Mr. Chad Stephens, Director of StableRiver and Vice President of the Adviser . Mr. Nelson and Mr. Corner have co-managed the Fund since 2004 while Mr. Stephens has co- managed the Fund since 2006.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. The Fund offers I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

There is no minimum initial investment amount for the Fund’s I Shares. There are no minimums for subsequent investments.

Tax Information

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

168

Institutional Cash Management Money Market Fund
Summary Section

Institutional Shares

Investment Objective

The Institutional Cash Management Money Market Fund (the “Fund”) seeks as high a level of current income as is consistent with preservation of capital and liquidity. The Fund is a money market fund that seeks to preserve the value of your investment at $1.00 per share.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the
value of your investment)	Institutional Shares
Management Fees		0.12	%
Other Expenses		[     ]	%
Acquired Fund Fees and Expenses		[     ]	%
Total Annual Fund Operating Expenses		[     ]	%
Fee waiver and/or expense reimbursement(*)		[     ]	%
Total Annual Fund Operating Expenses after fee waiver and/or expense reimbursement		[     ]	%

^(*) The Adviser and the Subadviser have contractually agreed to waive fees and reimburse expenses until at least August 1, 2011 in order to keep Total Annual Operating Expenses (excluding taxes, brokerage commissions, substitute dividend expenses on securities sold short, extraordinary expenses and acquired fund fees and expenses) from exceeding 0.17% for the Institutional Shares. This agreement shall terminate upon the termination of the Investment Advisory Agreement between the Trust and the Adviser, or it may be terminated upon written notice to the Adviser by the Trust.

[RidgeWorth Investments has voluntarily undertaken to reduce its management fee and/or subsidize certain expenses of the Fund to the extent necessary to maintain a minimum annualized net yield of 0.00% for all share classes. This voluntary management fee reduction and/or expense subsidy may be modified or discontinued by RidgeWorth Investments at any time without prior notice. There can be no assurance that this fee reduction will be sufficient to avoid any loss.]

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

169

1 Year	3 Years	5 Years	10 Years
$[          ]	$[          ]	$[          ]	$[          ]

Principal Investment Strategies

The Fund invests exclusively in high quality U.S. dollar-denominated money market instruments. The Fund invests in obligations of (i) the U.S. Treasury, (ii) agencies and instrumentalities of U.S. and foreign governments, (iii) domestic and foreign banks, (iv) domestic and foreign corporate issuers, and (v) supranational entities, and (vi) shares of registered money market Funds as well as mortgage-backed securities and other asset-backed securities and repurchase agreements. The Fund may invest a portion of its assets in securities that are restricted as to resale.

In selecting investments for purchase and sale, StableRiver Capital Management LLC, the Fund’s subadviser (“StableRiver” or the “Subadviser”), tries to increase income without adding undue risk by analyzing maturity, yields, market sectors and credit risk. As a money market fund, the Fund follows strict rules about credit risk, maturity and diversification of its investments.

The Fund may also invest in instruments issued by municipalities and issuers that pay income exempt from federal income taxes and are subject to the alternative minimum tax.

Principal Investment Risks

Income Risk: An investment in the Fund is subject to income risk, which is the possibility that the Fund’s yield will decline due to falling interest rates.

Interest Rate Risk: Debt securities will generally lose value if interest rates increase. U.S. Government securities can exhibit price movements resulting from changes in interest rates. Interest rate risk is generally higher for investments with longer maturities or durations. Treasury inflation protected securities (“TIPS”) can also exhibit price movements as a result of changing inflation expectations and seasonal inflation patterns.

Credit Risk: Debt securities are subject to the risk that an issuer will fail to make timely payments of interest or principal, or go bankrupt, reducing the Fund’s return. The lower the rating of a debt security, the higher its credit risk.

Foreign Investment Risk: Dollar denominated securities of foreign issuers involve special risks such as economic or financial instability, lack of timely or reliable financial information and unfavorable political or legal developments.

Mortgage and Asset Backed Security Risk: Mortgage- and asset-backed securities are debt instruments that are secured by interests in pools of mortgage loans or other financial assets. The value of these securities will be influenced by the factors affecting the assets underlying such securities, swings in interest rates, changes in default rates, or deteriorating economic conditions. During periods of declining asset values, mortgage-backed and asset-backed securities may face valuation difficulties, become more volatile and/or illiquid. The risk of default is generally higher in the case of securities backed by loans made to borrowers with “sub-prime credit metrics.

170

Prepayment and Call Risk: When mortgages and other obligations are prepaid and when securities are called, the Fund may have to reinvest in securities with a lower yield or fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss.

Municipal Securities Risk: Litigation, legislation, or other political events, local business or economic conditions or the bankruptcy of the issuer could have a significant effect on an issuer’s ability to make payments of principal or interest or otherwise affect the value of such securities. The value of these securities may decline because of a market perception that the issuer may not make payments on time. These securities are subject to the economic conditions and government policies of their respective state or municipality.

To the extent that the aggregate market value of the Fund’s assets materially varies from the aggregate of the acquisition prices of those assets, the Fund may not be able to maintain a stable share price of $1.00. This risk typically is higher during periods of rapidly changing interest rates or when issuer credit quality generally is falling, and is made worse when the Fund experiences significant redemption requests.

A Fund share is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any government agency. In addition, although a money market fund seeks to keep a constant price per share of $1.00, you may lose money by investing in the Fund.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s Institutional Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[          ]%	[          ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [          ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to that of the iMoneyNet, Inc. First Tier Institutional Average. These returns assume shareholders redeem all of their shares at the end of the period indicated. To obtain information about the Fund’s current yield, call 1-888-784-3863.

	1 Year			5 Years			10 Years
Fund		[          ]	%		[          ]	%		[          ]	%
iMoneyNet, Inc. First Tier Institutional Average (reflects no deduction for fees, expenses or taxes)		0.34	%		3.09	%		2.86	%

171

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. StableRiver is the Fund’s subadviser.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem Institutional Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions.

The minimum initial investment for Institutional Shares of the Fund is $5,000,000 although this minimum may be reduced or waived in some cases. Institutions that have multiple qualifying accounts (e.g., a pension plan and a foundation) may aggregate those accounts to meet minimum purchase requirements. There are no minimums for subsequent investments.

Tax Information

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

172

Institutional Municipal Cash Reserve Money Market Fund
Summary Section

Institutional Shares

Investment Objective

The Institutional Municipal Cash Reserve Money Market Fund (the “Fund”) seeks high current interest income exempt from federal income taxes, while preserving capital and liquidity. The Fund is a money market fund that seeks to preserve the value of your investment at $1.00 per share.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of	Institutional
the value of your investment)	Shares
Management Fees		0.12	%
Other Expenses		[     ]	%
Acquired Fund Fees and Expenses		[     ]	%
Total Annual Fund Operating Expenses		[     ]	%
Fee waiver and/or expense reimbursement(*)		[     ]	%
Total Annual Fund Operating Expenses after fee waiver and/or expense reimbursement		[     ]	%

^(*) The Adviser and the Subadviser have contractually agreed to waive fees and reimburse expenses until at least August 1, 2011 in order to keep Total Annual Operating Expenses (excluding taxes, brokerage commissions, substitute dividend expenses on securities sold short, extraordinary expenses and acquired fund fees and expenses) from exceeding 0.20% for the Institutional Shares. This agreement shall terminate upon the termination of the Investment Advisory Agreement between the Trust and the Adviser, or it may be terminated upon written notice to the Adviser by the Trust.

[RidgeWorth Investments has voluntarily undertaken to reduce its management fee and/or subsidize certain expenses of the Fund to the extent necessary to maintain a minimum annualized net yield of 0.00% for all share classes. This voluntary management fee reduction and/or expense subsidy may be modified or discontinued by RidgeWorth Investments at any time without prior notice. There can be no assurance that this fee reduction will be sufficient to avoid any loss.]

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

173

1 Year	3 Years	5 Years	10 Years
$[          ]	$[          ]	$[          ]	$[          ]

Principal Investment Strategies

The Fund invests substantially all of its net assets in money market instruments issued by municipalities and issuers that pay income exempt from regular federal income tax. The Fund may invest up to 100% of its net assets in securities subject to the alternative minimum tax. The Fund may invest a portion of its assets in securities that are restricted as to resale.

In selecting investments for purchase and sale, StableRiver Capital Management LLC, the Fund’s subadviser (“StableRiver” or the “Subadviser”), analyzes the credit quality and structure of each security to minimize risk and attempts to increase income without adding undue risk by analyzing maturity, yields, market sectors and credit risk. As a money market fund, the Fund follows strict rules about credit risk, maturity and diversification of its investments.

The Subadviser actively manages the Fund’s average maturity based on current interest rates and the Subadviser’s outlook of the market.

Principal Investment Risks

Income Risk: An investment in the Fund is subject to income risk, which is the possibility that the Fund’s yield will decline due to falling interest rates.

Municipal Securities Risk: Municipal securities are subject to the risk that litigation, legislation or other political events, local business or economic conditions or the bankruptcy of the issuer could have a significant effect on an issuer’s ability to make payments of principal and/or interest or otherwise affect the value of such securities. The value of these securities may decline because of a market perception that the issuer may not make payments on time. These securities are subject to the economic conditions and government policies of their respective state or municipality.

Credit Risk: Debt securities are subject to the risk that an issuer will fail to make timely payments of interest or principal, or go bankrupt, reducing the Fund’s return. The lower the rating of a debt security, the higher its credit risk.

To the extent that the aggregate market value of the Fund’s assets materially varies from the aggregate of the acquisition prices of those assets, the Fund may not be able to maintain a stable share price of $1.00. This risk typically is higher during periods of rapidly changing interest rates or when issuer credit quality generally is falling, and is made worse when the Fund experiences significant redemption requests.

A Fund share is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any government agency. In addition, although a money market fund seeks to keep a constant price per share of $1.00, you may lose money by investing in the Fund.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

174

This bar chart shows the changes in performance of the Fund’s Institutional Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[          ]%	[          ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [          ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to that of the iMoneyNet, Inc. Tax-Free Institutional Average. These returns assume shareholders redeem all of their shares at the end of the period indicated. To obtain information about the Fund’s current yield, call 1-888-784-3863.

				Since
				Inception
	1 Year			(8/2/2005)
Fund		[          ]	%		[          ]	%
iMoneyNet, Inc. Tax-Free Institutional Average* (reflects no deduction for fees, expenses or taxes)		0.27	%		2.10	%

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. StableRiver is the Fund’s subadviser.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem Institutional Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions.

The minimum initial investment for Institutional Shares of the Fund is $10,000,000. Institutions that have multiple qualifying accounts (e.g., a pension plan and a foundation) may aggregate those accounts to meet minimum purchase requirements. There are no minimums for subsequent investments.

Tax Information

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual

175

retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

176

Institutional U.S. Government Securities Money Market Fund
Summary Section

Institutional Shares

Investment Objective

The Institutional U.S. Government Securities Money Market Fund (the “Fund”) seeks high current income to the extent consistent with the preservation of capital and the maintenance of liquidity. The Fund is a money market fund that seeks to preserve the value of your investment at $1.00 per share.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of	Institutional
the value of your investment)	Shares
Management Fees		0.14	%
Other Expenses		[     ]	%
Acquired Fund Fees and Expenses		[     ]	%
Total Annual Fund Operating Expenses		[     ]	%
Fee waiver and/or expense reimbursement(*)		[     ]	%
Total Annual Fund Operating Expenses after fee waiver and/or expense reimbursement		[     ]	%

^(*) The Adviser and the Subadviser have contractually agreed to waive fees and reimburse expenses until at least August 1, 2011 in order to keep Total Annual Operating Expenses (excluding taxes, brokerage commissions, substitute dividend expenses on securities sold short, extraordinary expenses and acquired fund fees and expenses) from exceeding 0.20% for the Institutional Shares. This agreement shall terminate upon the termination of the Investment Advisory Agreement between the Trust and the Adviser, or it may be terminated upon written notice to the Adviser by the Trust.

[RidgeWorth Investments has voluntarily undertaken to reduce its management fee and/or subsidize certain expenses of the Fund to the extent necessary to maintain a minimum annualized net yield of 0.00% for all share classes. This voluntary management fee reduction and/or expense subsidy may be modified or discontinued by RidgeWorth Investments at any time without prior notice. There can be no assurance that this fee reduction will be sufficient to avoid any loss

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

177

1 Year	3 Years	5 Years	10 Years
$[     ]	$[     ]	$[      ]	$[      ]

Principal Investment Strategies

The Fund invests exclusively in U.S. Treasury obligations, obligations issued or guaranteed as to principal and interest by agencies or instrumentalities of the U.S. Government, repurchase agreements collateralized by these securities, and shares of registered money market funds that invest in the foregoing.

In selecting investments for purchase and sale, StableRiver Capital Management LLC, the Fund’s subadviser (“StableRiver” or the “Subadviser”), tries to increase income without adding undue risk by analyzing yields. The Subadviser actively manages the maturity of the Fund and its portfolio to maximize the Fund’s yield based on current market interest rates and the Subadviser’s outlook on the market. As a money market fund, the Fund follows strict rules about credit risk, maturity and diversification of its investments.

Principal Investment Risks

Income Risk: An investment in the Fund is subject to income risk, which is the possibility that the Fund’s yield will decline due to falling interest rates.

Interest Rate Risk: Debt securities will generally lose value if interest rates increase. U.S. Government securities can exhibit price movements resulting from changes in interest rates. Interest rate risk is generally higher for investments with longer maturities or durations. Treasury inflation protected securities (“TIPS”) can also exhibit price movements as a result of changing inflation expectations and seasonal inflation patterns.

Mortgage and Asset Backed Security Risk: Mortgage- and asset-backed securities are debt instruments that are secured by interests in pools of mortgage loans or other financial assets. The value of these securities will be influenced by the factors affecting the assets underlying such securities, swings in interest rates, changes in default rates, or deteriorating economic conditions. During periods of declining asset values, mortgage-backed and asset-backed securities may face valuation difficulties, become more volatile and/or illiquid. The risk of default is generally higher in the case of securities backed by loans made to borrowers with “sub-prime credit metrics.

Prepayment and Call Risk: When mortgages and other obligations are prepaid and when securities are called, the Fund may have to reinvest in securities with a lower yield or fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss.

To the extent that the aggregate market value of the Fund’s assets materially varies from the aggregate of the acquisition prices of those assets, the Fund may not be able to maintain a stable share price of $1.00. This risk typically is higher during periods of rapidly changing interest rates or when issuer credit quality generally is falling, and is made worse when the Fund experiences significant redemption requests.

A Fund share is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any government agency. In addition, although a money market fund seeks to keep a constant price per share of $1.00, you may lose money by investing in the Fund.

178

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s Institutional Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[     ]%	[      ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [      ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to that of the iMoneyNet, Inc. Government Institutional Average. These returns assume shareholders redeem all of their shares at the end of the period indicated. To obtain information about the Fund’s current yield, call 1-888-784-3863.

	1 Year			5 Years			10 Years
Fund		[     ]	%		[     ]	%		[      ]	%
iMoneyNet, Inc. Government Institutional Average (reflects no deduction for fees, expenses or taxes)		0.09	%		2.73	%		2.61	%

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. StableRiver is the Fund’s subadviser.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem Institutional Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions.

The minimum initial investment for Institutional Shares of the Fund is $10,000,000 although this minimum may be reduced or waived in some cases. Institutions that have multiple qualifying accounts (e.g., a pension plan and a foundation) may aggregate those accounts to meet minimum purchase requirements. There are no minimums for subsequent investments.

Tax Information

179

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

180

Institutional U.S. Treasury Securities Money Market Fund
Summary Section

Institutional Shares and Corporate Trust Shares

Investment Objective

The Institutional U.S. Treasury Securities Money Market Fund (the “Fund”) seeks as high a level of current income as is consistent with preservation of capital and liquidity. The Fund is a money market fund that seeks to preserve the value of your investment at $1.00 per share.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of	Institutional			Corporate
the value of your investment)	Shares			Trust Shares
Management Fees		0.14	%		0.14	%
Other Expenses		[     ]	%		[     ]	%
Total Annual Fund Operating Expenses		[     ]	%		[     ]	%
Fee waiver and/or expense reimbursement(*)		[     ]	%		[      ]	%
Total Annual Fund Operating Expenses after fee waiver and/or expense reimbursement		[     ]	%		[     ]	%

^(*) The Adviser and the Subadviser have contractually agreed to waive fees and reimburse expenses until at least August 1, 2011 in order to keep Total Annual Operating Expenses (excluding taxes, brokerage commissions, substitute dividend expenses on securities sold short, extraordinary expenses and Acquired Fund Fees and Expenses) from exceeding 0.20% and 0.45% for the Institutional and Corporate Trust Shares, respectively. This agreement shall terminate upon the termination of the Investment Advisory Agreement between the Trust and the Adviser, or it may be terminated upon written notice to the Adviser by the Trust.

[RidgeWorth Investments has voluntarily undertaken to reduce its management fee and/or subsidize certain expenses of the Fund to the extent necessary to maintain a minimum annualized net yield of 0.00% for all share classes. This voluntary management fee reduction and/or expense subsidy may be modified or discontinued by RidgeWorth Investments at any time without prior notice. There can be no assurance that this fee reduction will be sufficient to avoid any loss.]

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

181

1 Year	3 Years	5 Years	10 Years
$[     ]	$[     ]	$[     ]	$[     ]

Principal Investment Strategies

The Fund invests exclusively in U.S. Treasury obligations, repurchase agreements collateralized by these securities, and shares of registered money market funds that invest exclusively in the foregoing.

In selecting investments for purchase and sale, StableRiver Capital Management LLC, the Fund’s subadviser (“StableRiver” or the “Subadviser”), tries to increase income without adding undue risk by analyzing yields for various maturities. The Subadviser actively manages the maturity of the Fund to maximize the Fund’s yield based on current market interest rates and the Subadviser’s outlook on the market. As a money market fund, the Fund follows strict rules about credit risk, maturity and diversification of its investments.

Principal Investment Risks

Income Risk: An investment in the Fund is subject to income risk, which is the possibility that the Fund’s yield will decline due to falling interest rates.

Interest Rate Risk: Debt securities will generally lose value if interest rates increase. U.S. Government securities can exhibit price movements resulting from changes in interest rates. Interest rate risk is generally higher for investments with longer maturities or durations. Treasury inflation protected securities (“TIPS”) can also exhibit price movements as a result of changing inflation expectations and seasonal inflation patterns.

To the extent that the aggregate market value of the Fund’s assets materially varies from the aggregate of the acquisition prices of those assets, the Fund may not be able to maintain a stable share price of $1.00. This risk typically is higher during periods of rapidly changing interest rates or when issuer credit quality generally is falling, and is made worse when the Fund experiences significant redemption requests.

A Fund share is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any government agency. In addition, although a money market fund seeks to keep a constant price per share of $1.00, you may lose money by investing in the Fund.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s Institutional Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[     ]%	[     ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [     ]%.

182

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to that of the iMoneyNet, Inc. Treasury and Repo Institutional Average. These returns assume shareholders redeem all of their shares at the end of the period indicated. To obtain information about the Fund’s current yield, call 1-888-784-3863.

	1 Year			5 Years			10 Years
Institutional Shares Returns		[     ]	%		[      ]	%		[     ]	%
Before Taxes Corporate Trust Shares Returns		[     ]	%		[     ]	%		[     ]	%
Before Taxes iMoneyNet, Inc. Treasury and Reo Institutional Average (reflects no deduction for fees, expenses or taxes)		0.05	%		2.63	%		2.53	%

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. StableRiver is the Fund’s subadviser.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem Institutional Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions.

The minimum initial investment for Institutional Shares of the Fund is $10,000,000 although this minimum may be reduced or waived in some cases. Institutions that have multiple qualifying accounts (e.g., a pension plan and a foundation) may aggregate those accounts to meet minimum purchase requirements. There are no minimums for subsequent investments. [The Fund offers Corporate Trust Shares only to accounts of various financial intermediaries with whom the Fund has certain agreements. There is no minimum initial or subsequent investment for Corporate Trust Shares.]

Tax Information

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

183

Prime Quality Money Market Fund
Summary Section

A Shares, C Shares and I Shares

Investment Objective

The Prime Quality Money Market Fund (the “Fund”) seeks as high a level of current income as is consistent with preservation of capital and liquidity. The Fund is a money market fund that seeks to preserve the value of your investment at $1.00 per share.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. Statement of Additional Information

Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your investment)	Class A			Class C			Class I
Management Fees		0.49	%		0.49	%		0.49	%
Distribution (12b-1) fee		0.15	%		0.25	%	None
Other Expenses		[     ]	%		[     ]	%		[     ]	%
Total Annual Fund Operating Expenses		[     ]	%		[     ]	%		[     ]	%

[RidgeWorth Investments has voluntarily undertaken to reduce its management fee and/or subsidize certain expenses of the Fund to the extent necessary to maintain a minimum annualized net yield of 0.00% for all share classes. This voluntary management fee reduction and/or expense subsidy may be modified or discontinued by RidgeWorth Investments at any time without prior notice. There can be no assurance that this fee reduction will be sufficient to avoid any loss.]

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
C Shares	$	[     ]	$	[     ]	$	[      ]	$	[     ]
I Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]

You would pay the following expenses if you did not redeem your shares:

184

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
C Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
I Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]

The Example does not reflect sales charges (loads) on reinvested dividends and other distributions. If these sales charges (loads) were included, your costs would be higher.

Principal Investment Strategies

The Fund invests exclusively in high quality U.S. money market instruments (including mortgage-backed securities and other asset-backed securities) and foreign money market instruments denominated in U.S. dollars. The Fund may invest a portion of its assets in securities that are restricted as to resale.

In selecting investments for purchase and sale, StableRiver Capital Management LLC, the Fund’s subadviser (“StableRiver” or the “Subadviser”), tries to increase income without adding undue risk by analyzing maturity, yields, market sectors and credit risk. As a money market fund, the Fund follows strict rules about credit risk, maturity and diversification of its investments.

The Fund may also invest in instruments issued by municipalities and issuers that pay income exempt from federal income taxes and are subject to the alternative minimum tax.

Principal Investment Risks

Income Risk: An investment in the Fund is subject to income risk, which is the possibility that the Fund’s yield will decline due to falling interest rates.

Interest Rate Risk: Debt securities will generally lose value if interest rates increase. U.S. Government securities can exhibit price movements resulting from changes in interest rates. Interest rate risk is generally higher for investments with longer maturities or durations. Treasury inflation protected securities (“TIPS”) can also exhibit price movements as a result of changing inflation expectations and seasonal inflation patterns.

Credit Risk: Debt securities are subject to the risk that an issuer will fail to make timely payments of interest or principal, or go bankrupt, reducing the Fund’s return. The lower the rating of a debt security, the higher its credit risk.

Foreign Investment Risk: Dollar denominated securities of foreign issuers involve special risks such as economic or financial instability, lack of timely or reliable or financial information and unfavorable political or legal developments.

Mortgage and Asset Backed Security Risk: Mortgage- and asset-backed securities are debt instruments that are secured by interests in pools of mortgage loans or other financial assets. The value of these securities will be influenced by the factors affecting the assets underlying such securities, swings in interest rates, changes in default rates, or deteriorating economic conditions. During periods of declining asset values, mortgage-backed and asset-backed securities may face valuation difficulties, become more volatile and/or illiquid. The risk of default is generally higher in the case of securities backed by loans made to borrowers with “sub-prime” credit metrics.

185

Prepayment and Call Risk: When mortgages and other obligations are prepaid and when securities are called, the Fund may have to reinvest in securities with a lower yield or fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss.

Municipal Securities Risk: Litigation, legislation or other political events, local business or economic conditions or the bankruptcy of the issuer could have a significant effect on an issuer’s ability to make payments of principal and/or interest or otherwise affect the value of such securities. The value of the municipal securities may decline because of a market perception that the issuer may not make payments on time. These securities are subject to the economic conditions and government policies of their respective state or municipality.

To the extent that the aggregate market value of the Fund’s assets materially varies from the aggregate of the acquisition prices of those assets, the Fund may not be able to maintain a stable share price of $1.00. This risk typically is higher during periods of rapidly changing interest rates or when issuer credit quality generally is falling, and is made worse when the Fund experiences significant redemption requests.

A Fund share is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any government agency. In addition, although a money market fund seeks to keep a constant price per share of $1.00, you may lose money by investing in the Fund.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s A Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[     ]%	[     ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [     ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to that of the iMoneyNet, Inc. First Tier Retail Average. These returns assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary. To obtain information about the Fund’s current yield, call 1-888-784-3863.

186

							Since
							Inception of
	1 Year			5 Years			the C Shares*			10 Years
A Shares Returns Before Taxes		[     ]	%		[     ]	%		N/A			[     ]	%
C Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%		[     ]	%
I Shares Returns Before Taxes		[     ]	%		[     ]	%		N/A			[     ]	%
I Shares Returns After Taxes on Distributions		[     ]	%		[     ]	%		N/A			[     ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[     ]	%		[     ]	%		N/A			[     ]	%
iMoneyNet, Inc. First Tier Retail Average (reflects no deduction for fees, expenses or taxes)		0.16	%		2.68	%		2.64	%		2.48	%

* Since inception of the C Shares on October 4, 1999. Benchmark returns since September 30, 1999 (benchmark returns available only on a month end basis).

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. StableRiver is the Fund’s subadviser.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A and C Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions.

The minimum initial investment amounts for each class are shown below, although these minimums may be reduced or waived in some cases. There are no minimums for subsequent investments.

Class	Dollar Amount
A Shares	$2,000
C Shares	[$5,000 ($2,000 for IRA of other tax qualified accounts)]
I Shares	None

Tax Information

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

187

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

188

Tax-Exempt Money Market Fund
Summary Section

A Shares and I Shares

Investment Objective

The Tax-Exempt Money Market Fund (the “Fund”) seeks as high a level of current income that is exempt from federal income taxes, while preserving capital and liquidity. The Fund is a money market fund that seeks to preserve the value of your investment at $1.00 per share.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your investment)	Class A			Class I
Management Fees		0.54	%		0.54	%
Distribution (12b-1) fee		0.15	%	None
Other Expenses		[     ]	%		[     ]	%
Acquired (Underlying) Fund Fees and Expenses		[     ]	%		[     ]	%
Total Annual Fund Operating Expenses		[     ]	%		[     ]	%

[RidgeWorth Investments has voluntarily undertaken to reduce its management fee and/or subsidize certain expenses of the Fund to the extent necessary to maintain a minimum annualized net yield of 0.00% for all share classes. This voluntary management fee reduction and/or expense subsidy may be modified or discontinued by RidgeWorth Investments at any time without prior notice. There can be no assurance that this fee reduction will be sufficient to avoid any loss.]

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
I Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]

Principal Investment Strategies

189

The Fund invests at least 80% of its net assets in money market instruments issued by municipalities and issuers that pay income exempt from federal income taxes. The Fund may also invest significantly in shares of other suitable registered money market funds. In addition, the Fund may invest up to 20% of its net assets in securities subject to the alternative minimum tax. The Fund may invest a portion of its assets in securities that are restricted as to resale.

In selecting investments for purchase and sale, StableRiver Capital Management LLC, the Fund’s subadviser (“StableRiver” or the “Subadviser”), analyzes the credit quality and structure of each security to minimize risk. The Subadviser actively manages the Fund’s average maturity based on current interest rates and the Subadviser’s outlook of the market. As a money market fund, the Fund follows strict rules about credit risk, maturity and diversification of its investments.

Principal Investment Risks

Income Risk: An investment in the Fund is subject to income risk, which is the possibility that the Fund’s yield will decline due to falling interest rates.

Credit Risk: Debt securities are subject to the risk that an issuer will fail to make timely payments of interest or principal, or go bankrupt, reducing the Fund’s return. The lower the rating of a debt security, the higher its credit risk.

Municipal Securities Risk: Litigation, legislation or other political events, local business or economic conditions or the bankruptcy of the issuer could have a significant effect on an issuer’s ability to make payments of principal and/or interest or otherwise affect the value of such securities. The value of the municipal securities may decline because of a market perception that the issuer may not make payments on time. These securities are subject to the economic conditions and government policies of their respective state or municipality.

To the extent that the aggregate market value of the Fund’s assets materially varies from the aggregate of the acquisition prices of those assets, the Fund may not be able to maintain a stable share price of $1.00. This risk typically is higher during periods of rapidly changing interest rates or when issuer credit quality generally is falling, and is made worse when the Fund experiences significant redemption requests.

A Fund share is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any government agency. In addition, although a money market fund seeks to keep a constant price per share of $1.00, you may lose money by investing in the Fund.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[     ]%	[     ]%
[(DATE)]	[(DATE)]

190

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [     ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to that of the iMoneyNet, Inc. Tax-Free Retail Average. These returns assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary. To obtain information about the Fund’s current yield, call 1-888-784-3863.

	1 Year			5 Years			10 Years
A Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
I Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[     ]	%		[     ]	%		[     ]	%
iMoneyNet, Inc. Tax-Free Retail Average (reflects no deduction for fees, expenses or taxes)		0.14	%		1.85	%		1.66	%

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. StableRiver is the Fund’s subadviser.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions

The minimum initial investment amount for each class is shown below, although these minimums may be reduced or waived in some cases. There are no minimums for subsequent investments.

191

Class	Dollar Amount
A Shares	$2,000
I Shares	None

Tax Information

The Fund intends to distribute income that is exempt from regular federal income tax. A portion of the Fund’s distributions may be subject to federal income tax or to the federal alternative minimum tax.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

192

U.S. Government Securities Money Market Fund
Summary Section

A Shares and I Shares

Investment Objective

The U.S. Government Securities Money Market Fund (the “Fund”) seeks as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity. The Fund is a money market fund that seeks to preserve the value of your investment at $1.00 per share.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your investment)	Class A			Class I
Management Fees		0.44	%		0.44	%
Distribution (12b-1) fee		0.15	%	None
Other Expenses		[     ]	%		[     ]	%
Acquired (Underlying) Fund Fees and Expenses		[     ]	%		[     ]	%
Total Annual Fund Operating Expenses		[     ]	%		[     ]	%

[RidgeWorth Investments has voluntarily undertaken to reduce its management fee and/or subsidize certain expenses of the Fund to the extent necessary to maintain a minimum annualized net yield of 0.00% for all share classes. This voluntary management fee reduction and/or expense subsidy may be modified or discontinued by RidgeWorth Investments at any time without prior notice. There can be no assurance that this fee reduction will be sufficient to avoid any loss.]

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
I Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]

Principal Investment Strategies

193

The Fund invests exclusively in U.S. Treasury obligations, obligations issued or guaranteed as to principal and interest by agencies or instrumentalities of the U.S. Government, repurchase agreements collateralized by these securities, and shares of registered money market funds that invest in the foregoing.

In selecting investments for purchase and sale, StableRiver Capital Management LLC, the Fund’s subadviser (“StableRiver or the “Subadviser”), tries to increase income without adding undue risk by analyzing yields. The Subadviser actively manages the maturity of the Fund and its portfolio to maximize the Fund’s yield based on current market interest rates and the Subadviser’s outlook on the market. As a money market fund, the Fund follows strict rules about credit risk, maturity and diversification of its investments.

Principal Investment Risks

Income Risk: An investment in the Fund is subject to income risk, which is the possibility that the Fund’s yield will decline due to falling interest rates.

Interest Rate Risk: Debt securities will generally lose value if interest rates increase. U.S. Government securities can exhibit price movements resulting from changes in interest rates. Interest rate risk is generally higher for investments with longer maturities or durations. Treasury inflation protected securities (“TIPS”) can also exhibit price movements as a result of changing inflation expectations and seasonal inflation patterns.

Mortgage and Asset Backed Security Risk: Mortgage- and asset-backed securities are debt instruments that are secured by interests in pools of mortgage loans or other financial assets. The value of these securities will be influenced by the factors affecting the assets underlying such securities, swings in interest rates, changes in default rates, or deteriorating economic conditions. During periods of declining asset values, mortgage-backed and asset-backed securities may face valuation difficulties, become more volatile and/or illiquid. The risk of default is generally higher in the case of securities backed by loans made to borrowers with “sub-prime” credit metrics.

Prepayment and Call Risk: When mortgages and other obligations are prepaid and when securities are called, the Fund may have to reinvest in securities with a lower yield or fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss.

To the extent that the aggregate market value of the Fund’s assets materially varies from the aggregate of the acquisition prices of those assets, the Fund may not be able to maintain a stable share price of $1.00. This risk typically is higher during periods of rapidly changing interest rates or when issuer credit quality generally is falling, and is made worse when the Fund experiences significant redemption requests.

A Fund share is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any government agency. In addition, although a money market fund seeks to keep a constant price per share of $1.00, you may lose money by investing in the Fund.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

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[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[     ]%	[     ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [      ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to that of the iMoneyNet, Inc. Government & Agencies Retail Average. These returns assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary. To obtain information about the Fund’s current yield, call 1-888-784-3863.

	1 Year			5 Years			10 Years
A Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
I Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[     ]	%		[     ]	%		[     ]	%
iMoneyNet, Inc. Government & Agencies Retail Average (reflects no deduction for fees, expenses or taxes)		0.09	%		2.57	%		2.42	%

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. StableRiver is the Fund’s subadviser.

Purchasing and Selling Your Shares

195

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions

The minimum initial investment amount for each class is shown below, although these minimums may be reduced or waived in some cases. There are no minimums for subsequent investments.

Class	Dollar Amount
A Shares	$2,000
I Shares	None

Tax Information

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

196

U.S. Treasury Money Market Fund
Summary Section

A Shares and I Shares

Investment Objective

The U.S. Treasury Money Market Fund (the “Fund”) seeks as high a level of current income as is consistent with preservation of capital and liquidity. The Fund is a money market fund that seeks to preserve the value of your investment at $1.00 per share.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your investment)	Class A			Class I
Management Fees		0.54	%		0.54	%
Distribution (12b-1) fee		0.15	%	None
Other Expenses		[     ]	%		[     ]	%
Total Annual Fund Operating Expenses		[     ]	%		[     ]	%

[RidgeWorth Investments has voluntarily undertaken to reduce its management fee and/or subsidize certain expenses of the Fund to the extent necessary to maintain a minimum annualized net yield of 0.00% for all share classes. This voluntary management fee reduction and/or expense subsidy may be modified or discontinued by RidgeWorth Investments at any time without prior notice. There can be no assurance that this fee reduction will be sufficient to avoid any loss.]

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
I Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]

Principal Investment Strategies

The Fund invests exclusively in U.S. Treasury obligations, repurchase agreements collateralized by obligations issued or guaranteed by the U.S. Treasury, and shares of registered money market funds that invest exclusively in the foregoing.

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In selecting investments for purchase and sale, StableRiver Capital Management LLC, the Fund’s subadviser (“StableRiver” or the “Subadviser”) tries to increase income without adding undue risk by analyzing yields for various maturities. The Subadviser actively manages the maturity of the Fund to maximize the Fund’s yield based on current market interest rates and the Subadviser’s outlook on the market. As a money market fund, the Fund follows strict rules about credit risk, maturity and diversification of its investments.

Principal Investment Risks

Income Risk: An investment in the Fund is subject to income risk, which is the possibility that the Fund’s yield will decline due to falling interest rates.

Interest Rate Risk: Debt securities will generally lose value if interest rates increase. U.S. Government securities can exhibit price movements resulting from changes in interest rates. Interest rate risk is generally higher for investments with longer maturities or durations. Treasury inflation protected securities (“TIPS”) can also exhibit price movements as a result of changing inflation expectations and seasonal inflation patterns.

To the extent that the aggregate market value of the Fund’s assets materially varies from the aggregate of the acquisition prices of those assets, the Fund may not be able to maintain a stable share price of $1.00. This risk typically is higher during periods of rapidly changing interest rates or when issuer credit quality generally is falling, and is made worse when the Fund experiences significant redemption requests.

A Fund share is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any government agency. In addition, although a money market fund seeks to keep a constant price per share of $1.00, you may lose money by investing in the Fund.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[     ]%	[     ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [     ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to that of the iMoneyNet, Inc. Treasury & Repo Retail Average. These returns assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax

198

deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary. To obtain information about the Fund’s current yield, call 1-888-784-3863.

	1 Year			5 Years			10 Years
A Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
I Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[     ]	%		[     ]	%		[     ]	%
iMoneyNet, Inc. Treasury & Repo Retail Average (reflects no deduction for fees, expenses or taxes)		0.02	%		2.34	%		2.25	%

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. StableRiver is the Fund’s subadviser.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions

The minimum initial investment amount for each class is shown below, although these minimums may be reduced or waived in some cases. There are no minimums for subsequent investments.

Class	Dollar Amount
A Shares	$	2,000
I Shares	None

Tax Information

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

199

Virginia Tax-Free Money Market Fund
Summary Section

A Shares and I Shares

Investment Objective

The Virginia Tax-Free Money Market Fund (the “Fund”) seeks as high a level of current income that is exempt from federal and Virginia income taxes, while preserving capital and liquidity. The Fund is a money market fund that seeks to preserve the value of your investment at $1.00 per share.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your investment)	Class A			Class I
Management Fees		0.40	%		0.40	%
Distribution (12b-1) fee		0.15	%	None
Other Expenses		[     ]	%		[     ]	%
Acquired (Underlying) Fund Fees and Expenses		[     ]	%		[     ]	%
Total Annual Fund Operating Expenses		[     ]	%		[     ]	%

[RidgeWorth Investments has voluntarily undertaken to reduce its management fee and/or subsidize certain expenses of the Fund to the extent necessary to maintain a minimum annualized net yield of 0.00% for all share classes. This voluntary management fee reduction and/or expense subsidy may be modified or discontinued by RidgeWorth Investments at any time without prior notice. There can be no assurance that this fee reduction will be sufficient to avoid any loss.]

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
I Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]

Principal Investment Strategies

200

The Fund invests at least 80% of its assets in money market instruments issued by municipalities and issuers that pay income exempt from federal and Virginia income taxes. Issuers of these securities can be located in Virginia, Puerto Rico and other U.S. territories and possessions. The Fund may also significantly invest in shares of other registered money market funds that have the same principal investment strategy. In addition, the Fund may invest up to 20% of its net assets in money market instruments subject to the alternative minimum tax. The Fund may invest a portion of its assets in securities that are restricted as to resale.

In selecting investments for purchase and sale, StableRiver Capital Management LLC, the Fund’s subadviser (“StableRiver” or the “Subadviser”), analyzes the credit quality and structure of each security to minimize risk. The Subadviser actively manages the Fund’s average maturity based on current interest rates and the Subadviser’s outlook of the market. As a money market fund, the Fund follows strict rules about credit risk, maturity and diversification of its investments.

Principal Investment Risks

Income Risk: An investment in the Fund is subject to income risk, which is the possibility that the Fund’s yield will decline due to falling interest rates.

Concentration Risk: The Fund’s concentration of investments in securities of issuers located in Virginia subjects the Fund to economic and government policies within Virginia.

Municipal Securities Risk: Litigation, legislation or other political events, local business or economic conditions or the bankruptcy of the issuer could have a significant effect on an issuer’s ability to make payments of principal and/or interest or otherwise affect the value of such securities. The value of the municipal securities may decline because of a market perception that the issuer may not make payments on time. These securities are subject to the economic conditions and government policies of their respective state or municipality.

Credit Risk: Debt securities are subject to the risk that an issuer will fail to make timely payments of interest or principal, or go bankrupt, reducing the Fund’s return. The lower the rating of a debt security, the higher its credit risk.

To the extent that the aggregate market value of the Fund’s assets materially varies from the aggregate of the acquisition prices of those assets, the Fund may not be able to maintain a stable share price of $1.00. This risk typically is higher during periods of rapidly changing interest rates or when issuer credit quality generally is falling, and is made worse when the Fund experiences significant redemption requests.

A Fund share is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any government agency. In addition, although a money market fund seeks to keep a constant price per share of $1.00, you may lose money by investing in the Fund.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future. This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

201

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[     ]%	[     ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [ ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to that of the iMoneyNet, Inc. Tax-Free Retail Average. These returns assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary. To obtain information about the Fund’s current yield, call 1-888-784-3863.

	1 Year			5 Years			10 Years
A Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
I Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[     ]	%		[     ]	%		[     ]	%
iMoneyNet, Inc. Tax-Free Retail Average (reflects no deduction for fees, expenses or taxes)		0.14	%		1.85	%		1.66	%

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser. StableRiver is the Fund’s subadviser.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A Shares of the Fund through financial institutions or intermediaries that are authorized to place

202

transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions

The minimum initial investment amount for each class is shown below, although these minimums may be reduced or waived in some cases. There are no minimums for subsequent investments.

Class	Dollar Amount
A Shares	$2,000
I Shares	None

Tax Information

Capital gains, if any, will be distributed on an annual basis. The Fund intends to distribute income that is exempt from regular federal and Virginia income taxes. A portion of the Fund’s distributions may be subject to Virginia or federal income taxes or to the federal alternative minimum tax.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

203

Aggressive Growth Allocation Strategy
Summary Section

A Shares, B Shares, C Shares and I Shares

Investment Objective

The Aggressive Growth Allocation Strategy (the “Fund”) seeks high capital appreciation.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Shareholder Fees
(fees paid directly from your investment)	Class A			Class B			Class C			Class I
Maximum Sales Charge (load) Imposed on Purchases (as a % of offering price)		5.75	%	None			None			None
Maximum Deferred Sales Charge (load) (as a % of net asset value)	None				5.00	%		1.00	%	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)	Class A			Class B			Class C			Class I
Management Fees		0.10	%		0.10	%		0.10	%		0.10	%
Distribution (12b-1) Fee		0.30	%		0.75	%		1.00	%	None
Other Expenses		[     ]	%		[     ]	%		[     ]	%		[     ]	%
Acquired Fund Fees and Expenses		[     ]	%		[     ]	%		[     ]	%		[     ]	%
Total Annual Fund Operating Expenses		[     ]	%		[     ]	%		[     ]	%		[     ]	%
[Fee Waivers and Expense Reimbursements*]		[     ]	%		[     ]	%		[     ]	%		[     ]	%
Net Annual Operating Expenses		[     ]	%		[     ]	%		[     ]	%		[     ]	%

^(*) The Adviser has contractually agreed to waive fees and reimburse expenses until at least August 1, 2011 in order to keep Total Annual Fund Operating Expenses (excluding taxes, brokerage commissions, substitute dividend expenses on securities sold short, extraordinary expenses and acquired fund fees and expenses) from exceeding 0.50%, 0.95%, 1.20% and 0.20% for the Class A, B, C and I Shares, respectively. This agreement shall terminate upon the termination of the Investment Advisory Agreement between the Trust and the Adviser, or it may be terminated upon written notice to the Adviser by the Trust.

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

204

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
B Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
C Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
I Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]

You would pay the following expenses if you did not redeem your shares:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
B Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
C Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
I Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [___]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of the its assets in RidgeWorth Equity Funds and exchange traded funds (“ETFs”) that invest in equities (together, “Underlying Funds”). The Fund’s remaining assets may be invested in RidgeWorth Money Market Funds, securities issued by the U.S. Government, its agencies or instrumentalities, repurchase agreements and short-term paper.

The Fund may invest in an Underlying Fund that:

— invests in common stocks of real estate investment trusts (“REITs”) and companies principally engaged in the real estate industry.

— invests in common stocks and other equity securities of U.S. and non U.S. companies. The Underlying Fund may invest in companies of any size and in both developed and emerging markets.

— is a 130/30 fund. A 130/30 fund is a fund that invests approximately 130 percent of its assets in long positions, either directly or indirectly through derivatives, while approximately 30 percent of its assets are sold short, either directly or indirectly through derivatives. The proceeds from the short strategies may be used to purchase all or a portion of the additional 30 percent of the long positions.

— invests in inflation-protected public obligations of the U.S. Treasury, commonly known as “TIPS”, which are securities issued by the U.S. Treasury that are designed to provide inflation protection to investors.

In selecting a diversified portfolio of Underlying Funds, the Adviser analyzes many factors, including the Underlying Funds’ investment objectives, total return, volatility and expenses.

The table below shows how the Adviser currently expects to allocate the Fund among asset classes. The table also shows the sectors within those asset classes to which the Fund will currently have exposure.

205

	Investment Range
	(Percentage of the
	Aggressive Growth
	Allocation
Asset Class	Strategy’s Assets)
Underlying Equity Funds		80-100	%
U.S. Equities
International Equities
Emerging Market Equities
(All Capitalizations)
Underlying Money Market Funds		0-20	%

Principal Investment Risks

The value of an investment in the Fund is based primarily on the performance of the Underlying Funds and the allocation of the Fund’s assets among them. The Adviser’s asset allocation decisions may not anticipate market trends successfully. The risks of the Fund will directly correspond to the risks of the Underlying Funds in which it invests. These risks will vary depending upon how the assets are allocated among the Underlying Funds. The risks associated with investing in the Underlying Funds are described in this section.

Equity Risk: Stock prices may fall over short or extended periods of time. The value of the Fund’s securities may fluctuate drastically from day to day.

Large Company Risk: Large cap stocks can perform differently from other segments of the equity market or the equity market as a whole. Large capitalization companies may be less flexible in evolving markets or unable to implement change as quickly as smaller capitalization companies.

Smaller Company Risk: Small and mid-cap stocks tend to perform differently from other segments of the equity market or the equity market as a whole and can be more volatile than stocks of a larger company. Smaller companies may be newer or less established and may have limited resources, products and markets. They may be less liquid.

Style Risk (Value): A value investing style may be out of favor in the marketplace. The potential value of a security as perceived by an Underlying Fund’s investment subadviser may never be realized by the market.

Style Risk (Growth): Growth stocks typically are sensitive to market movements because their market prices tend to reflect future expectations. When it appears those expectations will not be met, the prices of growth stocks typically fall.

Real Estate Risk: An investment in the Fund may be subject to many of the same risks as a direct investment in real estate and the real estate owned by the companies in which it invests. These risks include changes in economic conditions, interest rates, credit risk, property values, property tax increases, overbuilding and increased competition, increasing vacancies or declining rents, environmental contamination, zoning and natural disasters.

Because the Fund concentrates its investments in the real estate industry, the Fund’s performance will be closely linked to the performance of the real estate markets.

206

Foreign Investment Risk: Foreign securities involve special risks such as currency fluctuations, economic or financial instability, lack of timely or reliable financial information and unfavorable political or legal developments. These risks are increased for investments in emerging markets.

Exchange Traded Fund Risk: The risk of owning shares of an ETF generally reflects the risk of owning the underlying securities the ETF is designed to track. Liquidity in an ETF could result in more volatility than ownership of the underlying portfolio of securities. In addition, because of ETF expenses, compared to owning the underlying securities directly, it may be more costly to own an ETF.

Short Sales Risk: If the price of a stock goes up after a short sale, the Fund will lose money because it will have to pay more to replace the borrowed stock than it received when it sold the stock short. The amount of loss on a short sale is theoretically unlimited, as there is no maximum attainable price of the shorted security.

Leverage Risk: The Fund’s short sales effectively leverage the Underlying Fund’s assets. It is possible that the Underlying Fund may lose money on both long and short positions at the same time. The Underlying Fund’s assets that are used as collateral to secure the short sales may decrease in value while the short positions are outstanding, which may force the Underlying Fund to use its other assets to increase the collateral. Leverage also creates interest expenses that may decrease the Fund’s overall returns.

Interest Rate Risk: Debt securities will generally lose value if interest rates increase. U.S. Government securities can exhibit price movements resulting from changes in interest rates. Interest rate risk is generally higher for investments with longer maturities or durations.

Treasury inflation protected securities (“TIPS”) can also exhibit price movements as a result of changing inflation expectations and seasonal inflation patterns.

Derivatives Risk: Because the Fund may invest in derivatives, the Fund is exposed to additional volatility and potential loss.

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[     ]%	[     ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [     ]%.

207

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to that of the S & P 500 Index. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

	1 Year			5 Year			10 Years
A Shares Returns Before Taxes		[   ]	%		[   ]	%		[   ]	%
B Shares Returns Before Taxes		[   ]	%		[   ]	%		[   ]	%
C Shares Returns Before Taxes		[   ]	%		[   ]	%		[   ]	%
I Shares Returns Before Taxes		[   ]	%		[   ]	%		[   ]	%
I Shares Returns After Taxes on Distributions		[   ]	%		[   ]	%		[   ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[   ]	%		[   ]	%		[   ]	%
S&P 500 Index (reflects no deductions for fees, expenses or taxes)*		26.46	%		0.42	%		-0.95	%

[Updated performance information is available [Web site address and/or toll-free telephone number].]

Investment Adviser

RidgeWorth Investments is the Fund’s investment adviser.

Portfolio Management

Mr. Alan Gayle, Managing Director of the Adviser, has managed the Fund since its inception.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A and C Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. B Shares are closed to purchases by new and existing investors. The Funds offer I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as

208

fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

The minimum initial investment amounts for each class are shown below, although these minimums may be reduced or waived in some cases. There are no minimums for subsequent investments.

Class	Dollar Amount
A Shares	$2,000
B Shares	Closed to Purchases
C Shares	$5,000 ($2,000 for IRA of other tax qualified accounts)
I Shares	None

Tax Information

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

209

Conservative Allocation Strategy
Summary Section

A Shares, B Shares, C Shares and I Shares

Investment Objective

The Conservative Allocation Strategy (the “Fund”) seeks high capital appreciation and current income.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Shareholder Fees
(fees paid directly from your investment)	Class A			Class B			Class C			Class I
Maximum Sales Charge (load) Imposed on Purchases (as a % of offering price)		5.75	%	None			None			None
Maximum Deferred Sales Charge (load) (as a % of net asset value)	None				5.00	%		1.00	%	None

Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your investment)	Class A			Class B			Class C			Class I
Management Fees		0.10	%		0.10	%		0.10	%		0.10	%
Distribution (12b-1) Fee		0.30	%		0.75	%		1.00	%	None
Other Expenses		[   ]	%		[   ]	%		[   ]	%		[   ]	%
Acquired Fund Fees and Expenses		[   ]	%		[   ]	%		[   ]	%		[   ]	%
Total Annual Fund Operating Expenses		[   ]	%		[   ]	%		[   ]	%		[   ]	%
[Fee Waivers and Expense Reimbursements*]		[   ]	%		[   ]	%		[   ]	%		[   ]	%
Net Annual Operating Expenses		[   ]	%		[   ]	%		[   ]	%		[   ]	%

^(*) The Adviser has contractually agreed to waive fees and reimburse expenses until at least August 1, 2011 in order to keep Total Annual Fund Operating Expenses (excluding taxes, brokerage commissions, substitute dividend expenses on securities sold short, extraordinary expenses and acquired fund fees and expenses) from exceeding 0.50%, 0.95%, 1.20% and 0.20% for the Class A, B, C and I Shares, respectively. This agreement shall terminate upon the termination of the Investment Advisory Agreement between the Trust and the Adviser, or it may be terminated upon written notice to the Adviser by the Trust.

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

210

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[   ]	$	[   ]	$	[   ]	$	[   ]
B Shares	$	[   ]	$	[   ]	$	[   ]	$	[   ]
C Shares	$	[   ]	$	[   ]	$	[   ]	$	[   ]
I Shares	$	[   ]	$	[   ]	$	[   ]	$	[   ]

You would pay the following expenses if you did not redeem your shares:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[   ]	$	[   ]	$	[   ]	$	[   ]
B Shares	$	[   ]	$	[   ]	$	[   ]	$	[   ]
C Shares	$	[   ]	$	[   ]	$	[   ]	$	[   ]
I Shares	$	[   ]	$	[   ]	$	[   ]	$	[   ]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [___]% of the average value of its portfolio.

Principal Investment Strategies

The Fund invests pursuant to an asset allocation strategy in a combination of RidgeWorth Fixed Income Funds and exchange traded funds (“ETFs”) that invest in bonds (together, “Underlying Fixed Income Funds”), and to a lesser extent, RidgeWorth Equity Funds and ETFs that invest in equities (together, “Underlying Equity Funds”) The Fund invests primarily in Underlying Fixed Income Funds, but may invest up to 40% of the Fund’s assets in Underlying Equity Funds. The Fund’s remaining assets may be invested in RidgeWorth Money Market Funds, securities issued by the U.S. Government, its agencies or instrumentalities, repurchase agreements and short-term paper.

The Fund may invest in an Underlying Fund that:

– invests in debt instruments, including mortgage- and asset-backed instruments, common stocks and other equity securities of U.S. and non U.S. companies including those in both developed and emerging markets.

– invests in bank loans and other below investment grade instruments.

– invests in inflation-protected public obligations of the U.S. Treasury, commonly known as “TIPS”, which are securities issued by the U.S. Treasury that are designed to provide inflation protection to investors.

In selecting a diversified portfolio of Underlying Fixed Income Funds and Underlying Equity Funds (together, “Underlying Funds”), the Adviser analyzes many factors, including the Underlying Funds’ investment objectives, total return, volatility and expenses.

The table below shows how the Adviser currently expects to allocate the Fund among asset classes. The table also shows the sectors within those asset classes to which the Fund will currently have exposure.

211

	Investment Range
	(Percentage of the
	Conservative Allocation
Asset Class	Strategy’s Assets)
Underlying Fixed Income Funds		60-80	%
U.S. Investment Grade Bonds
U.S. High Yield Bonds
U.S. Floating Rate Securities (including Bank Loans)
International Bonds
Emerging Market Bonds
Underlying Equity Funds		20-40	%
U.S. Equities
International Equities
Emerging Market Equities
(All Capitalizations)
Underlying Money Market Funds		0-20	%

The Fund holds Underlying Funds that buy and sell securities frequently, which may result in higher transaction costs and lower performance, and will be more likely to generate short-term capital gains (which are generally taxed at ordinary income tax rates).

Principal Investment Risks

The value of an investment in the Fund is based primarily on the performance of the Underlying Funds and the allocation of the Fund’s assets among them. The Adviser’s asset allocation decisions may not anticipate market trends successfully. The risks of the Fund will directly correspond to the risks of the Underlying Funds in which it invests. These risks will vary depending upon how the assets are allocated among the Underlying Funds. The risks associated with investing in the Underlying Funds are described in this section.

Credit Risk: Debt securities are subject to the risk that an issuer will fail to make timely payments of interest or principal, or go bankrupt, reducing the Fund’s return. The lower the rating of a debt security, the higher its credit risk.

Equity Risk: Stock prices may fall over short or extended periods of time. The value the Fund’s securities may fluctuate drastically from day to day.

Below Investment Grade Securities Risk: Below investment grade securities (sometimes referred to as “junk bonds”) involve greater risk of default or downgrade and are more volatile than investment grade securities. Below investment grade securities may also be less liquid than higher quality securities.

Floating Rate Loan Risk: The risks associated with floating rate loans are similar to the risks of below investment grade securities. In addition, the value of the collateral securing the loan may decline, causing a loan to be substantially unsecured. The sale and purchase of a bank loan are subject to the requirements of the underlying credit agreement governing such bank loan.

These requirements may limit the eligible pool of potential bank loan holders by placing conditions or restrictions on sales and purchases of bank loans.

Bank loans are not traded on an exchange and purchasers and sellers of bank loans rely on market makers, usually the administrative agent for a particular bank loan, to trade bank loans. These factors, in

212

addition to overall market volatility, may negatively impact the liquidity of loans. Difficulty in selling a floating rate loan may result in a loss.

Borrowers may pay back principal before the scheduled due date when interest rates decline, which may require the Fund to replace a particular loan with a lower-yielding security. There may be less extensive public information available with respect to loans than for rated, registered or exchange listed securities. The Fund may assume the credit risk of the administrative agent in addition to the borrower, and investments in loan assignments may involve the risks of being a lender.

Mortgage and Asset Backed Security Risk: Mortgage- and asset-backed securities are debt instruments that are secured by interests in pools of mortgage loans or other financial assets. The value of these securities will be influenced by the factors affecting the assets underlying such securities including difficult or frozen credit markets, swings in interest rates, changes in default rates, or deteriorating economic conditions. During periods of declining asset values, mortgage-backed and asset-backed securities may face valuation difficulties, become more volatile and/or illiquid. The risk of default is generally higher in the case securities backed by loans made to borrowers with “sub-prime” credit metrics.

Prepayment and Call Risk: When mortgages and other obligations are prepaid and when securities are called the Fund may have to reinvest in securities with a lower yield or fail to recover additional amounts paid for securities with higher interest rates resulting in unexpected capital loss.

Interest Rate Risk: Interest Rate Risk: Debt securities will generally lose value if interest rates increase. U.S. Government securities can exhibit price movements resulting from changes in interest rates. Interest rate risk is generally higher for investments with longer maturities or durations. Treasury inflation protected securities (“TIPS”) can also exhibit price movements as a result of changing inflation expectations and seasonal inflation patterns.

Large Company Risk: Large cap stocks can perform differently from other segments of the equity market or the equity market as a whole. Large capitalization companies may be less flexible in evolving markets or unable to implement change as quickly as smaller capitalization companies.

Smaller Company Risk: Small and mid-cap stocks can perform differently from other segments of the equity market or the equity market as a whole and can be more volatile than stocks of larger companies.

Style Risk (Value): A value investing style may be out of favor in the marketplace. The potential value of a security as perceived by an Underlying Fund’s investment subadviser may never be realized by the market.

Style Risk (Growth): Growth stocks typically are sensitive to market movements because their market prices tend to reflect future expectations. When it appears those expectations will not be met, the prices of growth stocks typically fall.

Foreign Investment Risk: Foreign securities involve special risks such as currency fluctuations, economic or financial instability, lack of timely or reliable financial information and unfavorable political or legal developments. These risks are increased for investments in emerging markets.

213

Exchange Traded Fund Risk: The risk of owning shares of an ETF generally reflects the risk of owning the underlying securities the ETF is designed to track. Liquidity in an ETF could result in more volatility than ownership of the underlying portfolio of securities. In addition, because of ETF expenses, compared to owning the underlying securities directly, it may be more costly to own an ETF.

Derivatives Risk: Because the Fund may invest in derivatives, the Fund is exposed to additional volatility and potential loss.

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[     ]%	[     ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [ ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to that of a Hybrid 30/70 Blend of the S&P 500 Index and the Barclays Capital U.S. Aggregate Bond Index. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

	1 Year			5 Year			Since Inception*
A Shares Returns Before Taxes		[   ]	%		[   ]	%		[   ]	%
B Shares Returns Before Taxes		[   ]	%		[   ]	%		[   ]	%
B Shares Returns After Taxes on Distributions		[   ]	%		[   ]	%		[   ]	%
B Shares Returns After Taxes on Distributions and Sale of Fund Shares		[   ]	%		[   ]	%		[   ]	%
C Shares Returns Before Taxes		[   ]	%		[   ]	%		[   ]	%

214

	1 Year			5 Year			Since Inception*
I Shares Returns Before Taxes		[   ]	%		[   ]	%		[   ]	%
Hybrid 30/70 Blend of the Following Benchmarks (reflects no deductions for fees, expenses or taxes)		12.20	%		3.85	%		5.38	%
S&P 500 Index (reflects no deductions for fees, expenses or taxes)		26.46	%		0.42	%		6.31	%
Barclays Capital U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes)		5.93	%		4.97	%		4.65	%

* Since inception of the B Shares on March 11, 2003. Benchmark returns since February 28, 2003 (benchmark returns available only on a month-end basis).

[Updated performance information is available [Web site address and/or toll-free telephone number].]

Investment Adviser

RidgeWorth Investments is the Fund’s investment adviser.

Portfolio Management

Mr. Alan Gayle, Managing Director of the Adviser, has managed the Fund since its inception.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A and C Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. B Shares are closed to purchases by new and existing investors. The Funds offer I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

The minimum initial investment amounts for each class are shown below, although these minimums may be reduced or waived in some cases. There are no minimums for subsequent investments.

Class	Dollar Amount
A Shares	$2,000
B Shares	Closed to Purchases
C Shares	$5,000 ($2,000 for IRA of other tax qualified accounts)
I Shares	None

215

Tax Information

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

216

Growth Allocation Strategy
Summary Section

A Shares, B Shares, C Shares and I Shares

Investment Objective

The Growth Allocation Strategy (the “Fund”) seeks long-term capital appreciation.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Shareholder Fees
(fees paid directly from your investment)	Class A			Class B			Class C			Class I
Maximum Sales Charge (load) Imposed on Purchases (as a % of offering price)		5.75	%	None			None			None
Maximum Deferred Sales Charge (load) (as a % of net asset value)	None				5.00	%		1.00	%	None

Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your
investment)	Class A			Class B			Class C			Class I
Management Fees		0.10	%		0.10	%		0.10	%		0.10	%
Distribution (12b-1) Fee		0.30	%		0.75	%		1.00	%	None
Other Expenses		[     ]	%		[     ]	%		[     ]	%		[     ]	%
Acquired Fund Fees and Expenses		[     ]	%		[     ]	%		[     ]	%		[     ]	%
Total Annual Fund Operating Expenses		[     ]	%		[     ]	%		[     ]	%		[     ]	%
[Fee Waivers and Expense Reimbursements*]		[     ]	%		[     ]	%		[     ]	%		[     ]	%
Net Annual Operating Expenses		[     ]	%		[     ]	%		[     ]	%		[     ]	%

^(*) The Adviser has contractually agreed to waive fees and reimburse expenses until at least August 1, 2011 in order to keep Total Annual Fund Operating Expenses (excluding taxes, brokerage commissions, substitute dividend expenses on securities sold short, extraordinary expenses and acquired fund fees and expenses) from exceeding 0.50%, 0.95%, 1.20% and 0.20% for the Class A, B, C and I Shares, respectively. This agreement shall terminate upon the termination of the Investment Advisory Agreement between the Trust and the Adviser, or it may be terminated upon written notice to the Adviser by the Trust.

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

217

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
B Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
C Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
I Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]

You would pay the following expenses if you did not redeem your shares:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
B Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
C Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
I Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [___]% of the average value of its portfolio.

Principal Investment Strategies

The Fund invests pursuant to an asset allocation strategy in a combination of RidgeWorth Equity Funds and exchange traded funds (“ETFs”) that invest in equities (together, “Underlying Equity Funds”), and, to a lesser extent, RidgeWorth Fixed Income Funds and ETFs that invest in bonds (together, “Underlying Fixed Income Funds”). The Fund invests between 60% and 80% of its assets in Underlying Equity Funds and up to 40% in Underlying Fixed Income Funds (together, “Underlying Funds”). The Fund’s remaining assets may be invested in shares of RidgeWorth Money Market Funds, securities issued by the U.S. Government, its agencies or instrumentalities, repurchase agreements and short-term paper.

The Fund may invest in an Underlying Fund that:

- invests in common stocks of real estate investment trusts (“REITs”) and companies principally engaged in the real estate industry.

- invests in common stocks, other equity securities and debt instruments, including mortgage- and asset-backed instruments, of U.S. and non U.S. companies. The Underlying Fund may invest in companies of any size and in both developed and emerging markets.

- is a 130/30 fund. A 130/30 fund is a fund that invests approximately 130 percent of its assets in long positions, either directly or indirectly through derivatives, while approximately 30 percent of its assets are sold short, either directly or indirectly through derivatives. The proceeds from the short strategies may be used to purchase all or a portion of the additional 30 percent of the long positions.

- invests in bank loans and other below investment grade instruments.

- invests in inflation-protected public obligations of the U.S. Treasury, commonly known as “TIPS”, which are securities issued by the U.S. Treasury that are designed to provide inflation protection to investors.

218

In selecting a diversified portfolio of Underlying Funds, the Adviser analyzes many factors, including the Underlying Funds’ investment objectives, total returns, volatility and expenses. The table below shows how the Adviser currently expects to allocate the Fund among asset classes. The table also shows the sectors within those asset classes to which the Fund will currently have exposure.

	Investment Range
	(Percentage of the
	Growth Allocation
Asset Class	Strategy’s Assets)
Underlying Equity Funds		60-80	%
U.S. Equities
International Equities
Emerging Market Equities (All Capitalizations)
Underlying Fixed Income Funds		20-40	%
U.S. Investment Grade Bonds
U.S. High Yield Bonds
U.S. Floating Rate Securities (including Bank Loans)
International Bonds
Emerging Market Bonds
Underlying Money Market Funds		0-20	%

The Fund holds Underlying Funds that buy and sell securities frequently, which may result in higher transaction costs and lower performance, and will be more likely to generate short-term capital gains (which are generally taxed at ordinary income tax rates).

Principal Investment Risks

The value of an investment in the Fund is based primarily on the performance of the Underlying Funds and the allocation of the Fund’s assets among them. The Adviser’s asset allocation decisions may not anticipate market trends successfully. The risks of the Fund will directly correspond to the risks of the Underlying Funds in which it invests. These risks will vary depending upon how the assets are allocated among the Underlying Funds. The risks associated with investing in the Underlying Funds are described in this section.

Equity Risk: Stock prices may fall over short or extended periods of time. The value the Fund’s securities may fluctuate drastically from day to day.

Credit Risk: Debt securities are subject to the risk that an issuer will fail to make timely payments of interest or principal, or go bankrupt, reducing the Fund’s return. The lower the rating of a debt security, the higher its credit risk.

Large Company Risk: Large cap stocks can perform differently from other segments of the equity market or the equity market as a whole. Large capitalization companies may be less flexible in evolving markets or unable to implement change as quickly as smaller capitalization companies.

Smaller Company Risk: Small and mid-cap stocks can perform differently from other segments of the equity market or the equity market as a whole and can be more volatile than stocks of larger companies.

219

Style Risk (Value): A value investing style may be out of favor in the marketplace. The potential value of a security as perceived by an Underlying Fund’s investment subadviser may never be realized by the market.

Style Risk (Growth): Growth stocks typically are sensitive to market movements because their market prices tend to reflect future expectations. When it appears those expectations will not be met, the prices of growth stocks typically fall.

Real Estate Risk: An investment in the Fund may be subject to many of the same risks as a direct investment in real estate and the real estate owned by the companies in which it invests. These risks include changes in economic conditions, interest rates, credit risk, property values, property tax increases, overbuilding and increased competition, increasing vacancies or declining rents, environmental contamination, zoning and natural disasters.

Because the Fund concentrates its investments in the real estate industry, the Fund’s performance will be closely linked to the performance of the real estate markets.

Foreign Investment Risk: Foreign securities involve special risks such as currency fluctuations, economic or financial instability, lack of timely or reliable financial information and unfavorable political or legal developments. These risks are increased for investments in emerging markets.

Short Sales Risk: If the price of a stock goes up after a short sale, the Fund will lose money because it will have to pay more to replace the borrowed stock than it received when it sold the stock short. The amount of loss on a short sale is theoretically unlimited, as there is no maximum attainable price of the shorted security.

Leverage Risk: The Fund’s short sales effectively leverage the Underlying Fund’s assets. It is possible that the Underlying Fund may lose money on both long and short positions at the same time. The Underlying Fund’s assets that are used as collateral to secure the short sales may decrease in value while the short positions are outstanding, which may force the Underlying Fund to use its other assets to increase the collateral. Leverage also creates interest expenses that may decrease the Fund’s overall returns.

Below Investment Grade Securities Risk: Below investment grade securities (sometimes referred to as “junk bonds”) involve greater risk of default or downgrade and are more volatile than investment grade securities. Below investment grade securities may also be less liquid than higher quality securities.

Floating Rate Loan Risk:

The risks associated with floating rate loans are similar to the risks of below investment grade securities. In addition, the value of the collateral securing the loan may decline, causing a loan to be substantially unsecured. The sale and purchase of a bank loan are subject to the requirements of the underlying credit agreement governing such bank loan.

These requirements may limit the eligible pool of potential bank loan holders by placing conditions or restrictions on sales and purchases of bank loans.

Bank loans are not traded on an exchange and purchasers and sellers of bank loans rely on market makers, usually the administrative agent for a particular bank loan, to trade bank loans. These factors, in

220

addition to overall market volatility, may negatively impact the liquidity of loans. Difficulty in selling a floating rate loan may result in a loss.

Borrowers may pay back principal before the scheduled due date when interest rates decline, which may require the Fund to replace a particular loan with a lower-yielding security. There may be less extensive public information available with respect to loans than for rated, registered or exchange listed securities. The Fund may assume the credit risk of the administrative agent in addition to the borrower, and investments in loan assignments may involve the risks of being a lender.

Mortgage and Asset Backed Security Risk: Mortgage- and asset-backed securities are debt instruments that are secured by interests in pools of mortgage loans or other financial assets. The value of these securities will be influenced by the factors affecting the assets underlying such securities including difficult or frozen credit markets, swings in interest rates, changes in default rates, or deteriorating economic conditions. During periods of declining asset values, mortgage-backed and asset-backed securities may face valuation difficulties, become more volatile and/or illiquid. The risk of default is generally higher in the case securities backed by loans made to borrowers with “sub-prime” credit metrics.

Prepayment and Call Risk: When mortgages and other obligations are prepaid and when securities are called the Fund may have to reinvest in securities with a lower yield or fail to recover additional amounts paid for securities with higher interest rates resulting in unexpected capital loss.

Interest Rate Risk: Interest Rate Risk: Debt securities will generally lose value if interest rates increase. U.S. Government securities can exhibit price movements resulting from changes in interest rates. Interest rate risk is generally higher for investments with longer maturities or durations. Treasury inflation protected securities (“TIPS”) can also exhibit price movements as a result of changing inflation expectations and seasonal inflation patterns.

Exchange Traded Fund Risk: The risk of owning shares of an ETF generally reflects the risk of owning the underlying securities the ETF is designed to track. Liquidity in an ETF could result in more volatility than ownership of the underlying portfolio of securities. In addition, because of ETF expenses, compared to owning the underlying securities directly, it may be more costly to own an ETF.

Derivatives Risk: Because the Fund may invest in derivatives, the Fund is exposed to additional volatility and potential loss.

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

221

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[     ]%	[     ]%
[(DATE)]	[(DATE)]

* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [     ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to that of a Hybrid 70/30 Blend of the S&P 500 Index and the Barclays Capital U.S. Aggregate Bond Index. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

	1 Year			5 Year			10 Years
A Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
B Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
C Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
I Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[     ]	%		[     ]	%		[     ]	%
Hybrid 70/30 Blend of the Following Market Benchmarks (reflects no deductions for fees, expenses or taxes)		20.44	%		2.03	%		1.49	%
S & P 500 (reflects no deduction for fees, expenses or taxes)		26.46	%		0.42	%		-0.95	%
Barclays Capital U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes)		5.93	%		4.97	%		-6.33	%

[Updated performance information is available [Web site address and/or toll-free telephone number].]

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Investment Adviser

RidgeWorth Investments is the Fund’s investment adviser.

Portfolio Management

Mr. Alan Gayle, Managing Director of the Adviser, has managed the Fund since its inception.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A and C Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. B Shares are closed to purchases by new and existing investors. The Funds offer I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

The minimum initial investment amounts for each class are shown below, although these minimums may be reduced or waived in some cases. There are no minimums for subsequent investments.

Class	Dollar Amount
A Shares	$2,000
B Shares	Closed to Purchases
C Shares	$5,000 ($2,000 for IRA of other tax qualified accounts)
I Shares	None

Tax Information

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

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Moderate Allocation Strategy
Summary Section

A Shares, B Shares, C Shares and I Shares

Investment Objective

The Moderate Allocation Strategy (the “Fund”) seeks capital appreciation and current income.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in RidgeWorth Funds. More information about these and other discounts is available from your financial professional and in Sales Charges on [page number] of the Fund’s prospectus and [section heading/page number] of the Fund’s Statement of Additional Information.

Shareholder Fees
(fees paid directly from your investment)	Class A			Class B			Class C			Class I
Maximum Sales Charge (load) Imposed on Purchases (as a % of offering price)		5.75	%	None			None			None
Maximum Deferred Sales Charge (load) (as a % of net asset value)	None				5.00	%		1.00	%	None

Annual Fund Operating Expenses
(expenses that you pay each year as a
percentage of the value of your
investment)	Class A			Class B			Class C			Class I
Management Fees		0.10	%		0.10	%		0.10	%		0.10	%
Distribution (12b-1) Fee		0.30	%		0.75	%		1.00	%	None
Other Expenses		[     ]	%		[     ]	%		[     ]	%		[     ]	%
Acquired Fund Fees and Expenses		[     ]	%		[     ]	%		[     ]	%		[     ]	%
Total Annual Fund Operating Expenses		[     ]	%		[     ]	%		[     ]	%		[     ]	%
[Fee Waivers and Expense Reimbursements*]		[     ]	%		[     ]	%		[     ]	%		[     ]	%
Net Annual Operating Expenses		[     ]	%		[     ]	%		[     ]	%		[     ]	%

^(*) The Adviser has contractually agreed to waive fees and reimburse expenses until at least August 1, 2011 in order to keep Total Annual Fund Operating Expenses (excluding taxes, brokerage commissions, substitute dividend expenses on securities sold short, extraordinary expenses and acquired fund fees and expenses) from exceeding 0.50%, 0.95%, 1.20% and 0.20% for the Class A, B, C and I Shares, respectively. This agreement shall terminate upon the termination of the Investment Advisory Agreement between the Trust and the Adviser, or it may be terminated upon written notice to the Adviser by the Trust.

Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same and you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

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	1 Year		3 Years		5 Years		10 Years
A Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
B Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
C Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
I Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]

You would pay the following expenses if you did not redeem your shares:

	1 Year		3 Years		5 Years		10 Years
A Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
B Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
C Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]
I Shares	$	[     ]	$	[     ]	$	[     ]	$	[     ]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was [___]% of the average value of its portfolio.

Principal Investment Strategies

The Fund invests pursuant to an asset allocation strategy in a combination of RidgeWorth Equity Funds, RidgeWorth Fixed Income Funds and exchange-traded funds (“ETFs”) (together, “Underlying Funds”). The Fund principally invests between 40% and 60% in Underlying Funds that invest primarily in equity securities and up to 60% in Underlying Funds that invest primarily in fixed income securities. The Fund’s remaining assets may be invested in shares of RidgeWorth Money Market Funds, securities issued by the U.S. Government, its agencies or instrumentalities, repurchase agreements and short-term paper.

The Fund may invest in an Underlying Fund that:

- invests in common stocks of real estate investment trusts (“REITs”) and companies principally engaged in the real estate industry.

- invests in common stocks, other equity securities and debt instruments, including mortgage and asset-backed instruments, of U.S. and non U.S. companies. The Underlying Fund may invest in companies of any size and in both developed and emerging markets.

- is a 130/30 fund. A 130/30 fund is a fund that invests approximately 130 percent of its assets in long positions, either directly or indirectly through derivatives, while approximately 30 percent of its assets are sold short, either directly or indirectly through derivatives. The proceeds from the short strategies may be used to purchase all or a portion of the additional 30 percent of the long positions.

- invests in bank loans and other below investment grade instruments.

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- invests in inflation-protected public obligations of the U.S. Treasury, commonly known as “TIPS”, which are securities issued by the U.S. Treasury that are designed to provide inflation protection to investors.

In selecting a diversified portfolio of Underlying Funds, the Adviser analyzes many factors, including the Underlying Funds’ investment objectives, total returns, volatility and expenses.

The table below shows how the Adviser currently expects to allocate the Fund among asset classes. The table also shows the sectors within those asset classes to which the Fund will currently have exposure.

	Investment Range
	(Percentage of the
	Moderate Allocation
Asset Class	Strategy’s Assets)
Underlying Equity Funds		40-60	%
U.S. Equities
International Equities
Emerging Market Equities (All Capitalizations)
Underlying Fixed Income Funds		40-60	%
U.S. Investment Grade Bonds
U.S. High Yield Bonds
U.S. Floating Rate Securities (including Bank Loans)
International Bonds
Emerging Market Bonds
Underlying Money Market Funds		0-20	%

The Fund holds Underlying Funds that buy and sell securities frequently, which may result in higher transaction costs and lower performance, and will be more likely to generate short-term capital gains (which are generally taxed at ordinary income tax rates).

Principal Investment Risks

The value of an investment in the Fund is based primarily on the performance of the Underlying Funds and the allocation of the Fund’s assets among them. The Adviser’s asset allocation decisions may not anticipate market trends successfully. The risks of the Fund will directly correspond to the risks of the Underlying Funds in which it invests. These risks will vary depending upon how the assets are allocated among the Underlying Funds. The risks associated with investing in the Underlying Funds are described in this section.

Equity Risk: Stock prices may fall over short or extended periods of time. The value the Fund’s securities may fluctuate drastically from day to day.

Credit Risk: Debt securities are subject to the risk that an issuer will fail to make timely payments of interest or principal, or go bankrupt, reducing the Fund’s return. The lower the rating of a debt security, the higher its credit risk.

Large Company Risk: Large cap stocks can perform differently from other segments of the equity market or the equity market as a whole. Large capitalization companies may be less flexible in evolving markets or unable to implement change as quickly as smaller capitalization companies.

Smaller Company Risk: Small and mid-cap stocks can perform differently from other segments of the equity market or the equity market as a whole and can be more volatile than stocks of larger companies.

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Style Risk (Value): A value investing style may be out of favor in the marketplace. The potential value of a security as perceived by an Underlying Fund’s investment subadviser may never be realized by the market.

Style Risk (Growth Stock): Growth stocks typically are sensitive to market movements because their market prices tend to reflect future expectations. When it appears those expectations will not be met, the prices of growth stocks typically fall.

Real Estate Risk: An investment in the Fund may be subject to many of the same risks as a direct investment in real estate and the real estate owned by the companies in which it invests. These risks include changes in economic conditions, interest rates, credit risk, property values, property tax increases, overbuilding and increased competition, increasing vacancies or declining rents, environmental contamination, zoning and natural disasters.

Because the Fund concentrates its investments in the real estate industry, the Fund’s performance will be closely linked to the performance of the real estate markets.

Foreign Investment Risk: Foreign securities involve special risks such as currency fluctuations, economic or financial instability, lack of timely or reliable financial information and unfavorable political or legal developments. These risks are increased for investments in emerging markets.

Short Sales Risk: If the price of a stock goes up after a short sale, the Fund will lose money because it will have to pay more to replace the borrowed stock than it received when it sold the stock short.

The amount of loss on a short sale is theoretically unlimited, as there is no maximum attainable price of the shorted security.

Leverage Risk: The Fund’s short sales effectively leverage the Underlying Fund’s assets. It is possible that the Underlying Fund may lose money on both long and short positions at the same time. The Underlying Fund’s assets that are used as collateral to secure the short sales may decrease in value while the short positions are outstanding, which may force the Underlying Fund to use its other assets to increase the collateral. Leverage also creates interest expenses that may decrease the Fund’s overall returns.

Below Investment Grade Securities Risk: Below investment grade securities (sometimes referred to as “junk bonds”) involve greater risk of default or downgrade and are more volatile than investment grade securities. Below investment grade securities may also be less liquid than higher quality securities.

Floating Rate Loan Risk: The risks associated with floating rate loans are similar to the risks of below investment grade securities. In addition, the value of the collateral securing the loan may decline, causing a loan to be substantially unsecured. The sale and purchase of a bank loan are subject to the requirements of the underlying credit agreement governing such bank loan.

These requirements may limit the eligible pool of potential bank loan holders by placing conditions or restrictions on sales and purchases of bank loans.

Bank loans are not traded on an exchange and purchasers and sellers of bank loans rely on market makers, usually the administrative agent for a particular bank loan, to trade bank loans. These factors, in addition to overall market volatility, may negatively impact the liquidity of loans. Difficulty in selling a floating rate loan may result in a loss.

227

Borrowers may pay back principal before the scheduled due date when interest rates decline, which may require the Fund to replace a particular loan with a lower-yielding security. There may be less extensive public information available with respect to loans than for rated, registered or exchange listed securities. The Fund may assume the credit risk of the administrative agent in addition to the borrower, and investments in loan assignments may involve the risks of being a lender.

Mortgage and Asset Backed Security Risk: Mortgage- and asset-backed securities are debt instruments that are secured by interests in pools of mortgage loans or other financial assets. The value of these securities will be influenced by the factors affecting the assets underlying such securities including difficult or frozen credit markets, swings in interest rates, changes in default rates, or deteriorating economic conditions. During periods of declining asset values, mortgage-backed and asset-backed securities may face valuation difficulties, become more volatile and/or illiquid. The risk of default is generally higher in the case of securities backed by loans made to borrowers with “sub-prime” credit metrics.

Prepayment and Call Risk: When mortgages and other obligations are prepaid and when securities are called the Fund may have to reinvest in securities with a lower yield or fail to recover additional amounts paid for securities with higher interest rates resulting in unexpected capital loss.

Interest Rate Risk: Debt securities will generally lose value if interest rates increase. U.S. Government securities can exhibit price movements resulting from changes in interest rates. Interest rate risk is generally higher for investments with longer maturities or durations. Treasury inflation protected securities (“TIPS”) can also exhibit price movements as a result of changing inflation expectations and seasonal inflation patterns.

Exchange Traded Fund Risk: The risk of owning shares of an ETF generally reflects the risk of owning the underlying securities the ETF is designed to track. Liquidity in an ETF could result in more volatility than ownership of the underlying portfolio of securities. In addition, because of ETF expenses, compared to owning the underlying securities directly, it may be more costly to own an ETF.

Derivatives Risk: Because the Fund may invest in derivatives, the Fund is exposed to additional volatility and potential loss.

A Fund share is not a bank deposit and it is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Performance

The bar chart and the performance table that follow illustrate the risks and volatility of an investment in the Fund. The Fund’s past performance does not indicate how the Fund will perform in the future.

This bar chart shows the changes in performance of the Fund’s I Shares from year to year.*

[BAR CHART TO BE PROVIDED]

Best Quarter	Worst Quarter
[     ]%	[     ]%
[(DATE)]	[(DATE)]

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* The performance information shown above is based on a calendar year. The Fund’s total return from 1/1/10 to 6/30/10 was [     ]%.

This table compares the Fund’s average annual total returns for the periods ended December 31, 2009, to that of a Hybrid 50/50 Blend of the S&P 500 Index and the Barclays Capital U.S. Aggregate Bond Index. These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only the I Shares. After-tax returns for other classes will vary.

	1 Year			5 Year			10 Years
A Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
B Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
C Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
I Shares Returns Before Taxes		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions		[     ]	%		[     ]	%		[     ]	%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		[     ]	%		[     ]	%		[     ]	%
Hybrid 50/50 Blend of the Following Market Benchmarks (reflects no deductions for fees, expenses or taxes)		16.34	%		2.99	%		2.99	%
S & P 500 (reflects no deduction for fees, expenses or taxes)		26.46	%		0.42	%		-0.95	%
Barclays Capital U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes)		5.93	%		4.97	%		6.33	%

[Updated performance information is available [Web site address and/or toll-free telephone number].]

Investment Adviser

RidgeWorth Investments is the Fund’s investment adviser.

229

Portfolio Management

Mr. Alan Gayle, Managing Director of the Adviser, has managed the Fund since its inception.

Purchasing and Selling Your Shares

You may purchase or redeem Fund shares on any business day. You may purchase and redeem A and C Shares of the Fund through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. B Shares are closed to purchases by new and existing investors. The Funds offer I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. Please consult your financial institution or intermediary to find out about how to purchase I Shares of the Fund.

The minimum initial investment amounts for each class are shown below, although these minimums may be reduced or waived in some cases. There are no minimums for subsequent investments.

Class	Dollar Amount
A Shares	$2,000
B Shares	Closed to Purchases
C Shares	$5,000 ($2,000 for IRA of other tax qualified accounts)
I Shares	None

Tax Information

The Fund’s distributions are generally taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the Fund through a financial intermediary, such as a broker-dealer or investment adviser, the Fund, the Adviser or the Distributor may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial intermediary or visit your financial intermediary’s Web site for more information.

230

More Information About Risk

Below Investment Grade Risk

Conservative Allocation Strategy
Corporate Bond Fund
Georgia Tax-Exempt Bond Fund
Growth Allocation Strategy
High Grade Municipal Bond Fund
High Income Fund
Intermediate Bond Fund
Investment Grade Bond Fund
Investment Grade Tax-Exempt Bond Fund
Limited Duration Fund
Maryland Municipal Bond Fund
Moderate Allocation Strategy
North Carolina Tax-Exempt Bond Fund
Seix Floating Rate High Income Fund
Seix Global Strategy Fund
Seix High Yield Fund
Short-Term Bond Fund
Total Return Bond Fund
Ultra-Short Bond Fund
Virginia Intermediate Municipal Bond Fund

High yield securities, also known as “junk bonds,” involve greater risks of default or downgrade and are more volatile than investment grade securities due to actual or perceived changes in an issuer’s credit-worthiness. Issuers of high yield securities may be more susceptible to economic downturns and, therefore, may be unable to pay interest, dividends or ultimately repay the principal upon maturity. Discontinuation of these payments could adversely affect the market value of the security. High yield securities may be less liquid and a security whose credit rating has been lowered may be particularly difficult to sell.

Borrowing Risk

All 130/30 Funds
All Allocation Strategies

A Fund may borrow cash and/or securities subject to certain limits which may amplify the effect of any increase or decrease in the value of portfolio securities or the net asset value of a Fund. Money borrowed will be subject to interest costs. Interest costs on borrowings may fluctuate due to changing rates of interest and may partially offset or exceed the return earned on borrowed funds. Under adverse market conditions, a Fund may have to sell portfolio securities to meet interest or principal payments at a time when fundamental investment considerations would not favor such sales.

Derivatives Risk

All Allocation Strategies

231

All Equity Funds
All Fixed Income Funds (except Corporate Bond Fund)

A derivative is a financial contract whose value adjusts in accordance with the value of one or more underlying assets, reference rates or indices. Derivatives (such as credit linked notes, futures, options, inverse floaters, swaps and warrants) may be used to attempt to achieve investment objectives or to offset certain investment risks. These positions may be established for hedging, substitution of a position in the underlying asset, or for speculation purposes. Hedging involves making an investment (e.g., in a futures contract) to reduce the risk of adverse price movements in an already existing investment position. Risks associated with the use of derivatives include those associated with hedging and leveraging activities:

• The success of a hedging strategy may depend on an ability to predict movements in the prices of individual securities, fluctuations in markets, and movements in interest rates.

• A Fund may experience losses over certain market movements that exceed losses experienced by a fund that does not use derivatives.

• There may be an imperfect or no correlation between the changes in market value of the securities held by a Fund and the prices of derivatives used to hedge those positions.

• There may not be a liquid secondary market for derivatives.

• Trading restrictions or limitations may be imposed by an exchange.

• Government regulations may restrict trading in derivatives.

• The other party to an agreement (e.g., options or swaps) may default; however, in certain circumstances, such counter-party risk may be reduced by the creditworthiness of the counterparty and/or using an exchange as an intermediary.

Because premiums or totals paid or received on derivatives are small in relation to the market value of the underlying investments, buying and selling derivatives can be more speculative than investing directly in securities. In addition, many types of derivatives have limited investment lives and may expire or necessitate being sold at inopportune times.

The use of derivatives may cause a Fund to recognize higher amounts of short-term capital gains, which are generally taxed to shareholders at ordinary income tax rates.

Credit default swaps may involve greater risks than if a Fund had invested in the asset directly. A Fund may be more exposed to credit risk. In addition, a Fund may experience losses if the Fund’s investment subadviser does not correctly evaluate the creditworthiness of the entity on which the credit default swap is based. Total return swaps could result in losses if their reference index, security or investments do not perform as anticipated.

Leverage may cause a Fund to be more volatile than if the Fund had not been leveraged. This is because leverage tends to exaggerate the effect of any increase or decrease on the value of a Fund’s portfolio securities. To limit leveraging risk, a Fund observes asset segregation requirements to fully cover its future obligations. By setting aside assets equal only to its net obligations under certain derivative instruments, a Fund will have the ability to employ leverage to a greater extent than if it were required to segregate assets equal to the full notional value of such derivative instruments.

232

Emerging Markets Risk

All Allocation Strategies
High Income Fund
Intermediate Bond Fund
International Equity 130/30 Fund
International Equity Fund
International Equity Index Fund
Investment Grade Bond Fund
Seix Floating Rate High Income Fund
Seix Global Strategy Fund
Seix High Yield Fund
Short-Term Bond Fund
Total Return Bond Fund
Ultra-Short Bond Fund

Emerging market countries are countries that the World Bank or the United Nations considers to be emerging or developing. Emerging markets may be more likely to experience political turmoil or rapid changes in market or economic conditions than more developed countries. In addition, the financial stability of issuers (including governments) in emerging market countries may be more precarious than in other countries. As a result, there will tend to be an increased risk of price volatility associated with investments in emerging market countries, which may be magnified by currency fluctuations relative to the U.S. dollar. Governments of some emerging market countries have defaulted on their bonds and may do so in the future.

Equity Risk

All Allocation Strategies
All Equity Funds
Seix Floating Rate High Income Fund
Seix High Yield Fund
High Income Fund

Equity securities include public and privately issued equity securities, common and preferred stocks, warrants, rights to subscribe to common stock and convertible securities, as well as instruments that attempt to track the price movement of equity indices. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The prices of securities issued by such companies may suffer a decline in response. These factors contribute to price volatility, which is the principal risk of investing in funds that primarily hold equity securities. Historically, the equity market has moved in cycles and investments in equity securities and equity derivatives in general are subject to market risks that may cause their prices to fluctuate over time. The value of securities convertible into equity securities, such as warrants or convertible debt, is also affected by prevailing interest rates, the credit quality of the issuer and any call provision. Fluctuations in the value of equity securities in which a mutual fund invests will cause a fund’s net asset value to fluctuate. An investment in a portfolio of equity securities may be more suitable for long-term investors who can bear the risk of these share price fluctuations.

Exchange Traded Fund Risk

All Allocation Strategies
All Equity Funds
All Fixed Income Funds

233

The Funds may purchase shares of exchange-traded funds (“ETFs”) to gain exposure to a particular portion of the market. ETFs are investment companies that are bought and sold on a securities exchange. ETFs may track a securities index, a particular market sector, or a particular segment of a securities index or market sector. ETFs, like mutual funds, have expenses associated with their operation, including advisory fees. When the Fund invests in an ETF, in addition to directly bearing expenses associated with its own operations, it will bear a pro rata portion of the ETF’s expense. The risks of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, although lack of liquidity in an ETF could result in being more volatile than the underlying portfolio of securities. In addition, because of ETF expenses, compared to owning the underlying securities directly, it may be more costly to own shares of an ETF.

Fixed Income Risk

All Fixed Income Funds
All Money Market Funds
Conservative Allocation Strategy
Growth Allocation Strategy
Moderate Allocation Strategy

The prices of a Fund’s fixed income securities respond to economic developments, particularly interest rate changes, as well as to perceptions about the creditworthiness of individual issuers, including governments. Generally, a Fund’s fixed income securities will decrease in value if interest rates rise and vice versa.

Long-term debt securities generally are more sensitive to changes in interest rates, usually making them more volatile than short-term debt securities and thereby increasing risk.

Debt securities are also subject to credit risk, which is the possibility than an issuer will fail to make timely payments of interest or principal, or go bankrupt. The lower the ratings of such debt securities, the greater their risks. In addition, lower rated securities have higher risk characteristics, and changes in economic conditions are likely to cause issuers of these securities to be unable to meet their obligations.

Debt securities are also subject to income risk, which is the possibility that falling interest rates will cause a Fund’s income to decline. Income risk is generally higher for short-term bonds.

An additional risk of debt securities is reinvestment risk, which is the possibility that a Fund may not be able to reinvest interest or dividends earned from an investment in such a way that they earn the same rate of return as the invested funds that generated them. For example, falling interest rates may prevent bond coupon payments from earning the same rate of return as the original bond. Furthermore, pre-funded loans and issues may cause a Fund to reinvest those assets at a rate lower than originally anticipated.

Floating Rate Loan Risk

Conservative Allocation Strategy
Growth Allocation Strategy
High Income Fund
Intermediate Bond Fund
Investment Grade Bond Fund

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Moderate Allocation Strategy
Seix Floating Rate High Income Fund
Seix Global Strategy Fund
Seix High Yield Fund
Total Return Bond Fund

Investments in floating rate loans are subject to interest rate risk although the risk is less because the interest rate of the loan adjusts periodically. Investments in floating rate loans are also subject to credit risk. Many floating rate loans are rated below investment grade or are unrated, therefore, a Fund relies heavily on the analytical ability of the Fund’s investment subadviser. Many floating rate loans share the same risks as high yield securities, although these risks are reduced when the floating rate loans are senior and secured as opposed to many high yield securities that are junior and unsecured. Floating rate loans are often subject to restrictions on resale which can result in reduced liquidity. The risk is greater for the Seix Floating Rate High Income Fund, due to its concentration in these types of instruments. Borrowers may repay principal faster than the scheduled due date which may result in a Fund replacing that loan with a lower-yielding security. Investment in loan participation interests may result in increased exposure to financial services sector risk. A loan may not be fully collateralized which may cause the loan to decline significantly in value.

One lending institution acting as agent for all of the lenders will generally be required to administer and manage the loan and, with respect to collateralized loans, to service or monitor the collateral.

Investing in certain types of floating rate loans, such as revolving credit facilities and unfunded loans, creates a future obligation for a Fund. To avoid any leveraging concerns, a Fund will segregate or earmark liquid assets with the Fund’s custodian in amounts sufficient to fully cover any future obligations.

The Subadviser currently serves as collateral manager to six collateralized loan obligation (“CLO”) CLO funds that invest in bank loans. The trustees and custodians of the CLO funds are not affiliated entities of the Adviser or Subadviser. In addition, the Adviser serves as adviser to an account established with its affiliate, SunTrust Equity Funding, LLC for the purpose of purchasing high yield securities for subsequent sale to these same CLO funds. Each of these transactions is subject to the approval of the independent trustee of the applicable CLO fund. In addition to disclosure to the trustee, all such transactions are fully disclosed to potential investors in the CLO’s offering and disclosure documents.

In addition to the CLO funds, the Subadviser serves subadviser to an unaffiliated registered fund and as as investment manager to two unregistered funds that invest in bank loans. The custodian and adviser for the unaffiliated registered fund are not affiliated entities of the Adviser or Subadviser. The custodians and administrators for the two unregistered funds are not affiliated entities of the Adviser or Subadviser. There are no trustees for the unregistered funds. Only the offshore entities that are a part of one of the unregistered funds have independent boards of directors that are not affiliated entities of the Adviser or Subadviser. SunTrust Equity Funding, LLC does not purchase assets for the unregistered funds.

As a result of these multiple investment-oriented and associated relationships, there exists a potential risk that the portfolio managers may favor other adviser and non-adviser contracted businesses over a Fund.

The Subadviser has created and implemented additional policies and procedures designed to protect shareholders against such conflicts; however, there can be no absolute guarantee that a Fund will

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always participate in the same or similar investments or receive equal or better individual investment allocations at any given time.

Foreign Securities Risk

All Allocation Strategies
All Equity Funds
Corporate Bond Fund
High Income Fund
Institutional Cash Management Money Market Fund
Intermediate Bond Fund
Investment Grade Bond Fund
Limited Duration Fund
Prime Quality Money Market Fund
Seix Floating Rate High Income Fund
Seix Global Strategy Fund
Seix High Yield Fund
Short-Term Bond Fund
Total Return Bond Fund
Ultra-Short Bond Fund

Investments in securities of foreign companies or governments can be more volatile than investments in U.S. companies or governments. Diplomatic, political, or economic developments, including nationalization or appropriation, unique to a country or region will affect those markets and their issuers. Foreign securities markets generally have less trading volume and less liquidity than U.S. markets.

The value of securities denominated in foreign currencies, and of dividends from such securities, can change significantly when foreign currencies strengthen or weaken relative to the U.S. dollar. As a result, changes in the value of those currencies compared to the U.S. dollar may affect (positively or negatively) the value of a Fund’s investment. Foreign currency exchange rates may fluctuate significantly. They are determined by supply and demand in the foreign exchange markets, the relative merits of investments in different countries, actual or perceived changes in interest rates, and other complex factors. Currency exchange rates also can be affected unpredictably by intervention (or the failure to intervene) by U.S. or foreign governments or central banks or by currency controls or political developments. Currency movements may happen separately from and in response to events that do not otherwise affect the value of the security in the issuer’s home country.

Foreign companies or governments generally are not subject to uniform accounting, auditing, and financial reporting standards comparable to those applicable to domestic U.S. companies or governments. Transaction costs are generally higher than those in the U.S. and expenses for custodial arrangements of foreign securities may be somewhat greater than typical expenses for custodial arrangements of similar U.S. securities. Some foreign governments levy withholding taxes against dividend and interest income. Although in some countries a portion of these taxes are recoverable, the non-recovered portion will reduce the income received from the securities comprising the portfolio.

Foreign Currency Risk

All Allocation Strategies
All Equity Funds

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Corporate Bond Fund
High Income Fund
Institutional Cash Management Money Market Fund
Intermediate Bond Fund
Investment Grade Bond Fund
Limited Duration Fund
Prime Quality Money Market Fund
Seix Floating Rate High Income Fund
Seix Global Strategy Fund
Seix High Yield Fund
Short-Term Bond Fund
Total Return Bond Fund
Ultra-Short Bond Fund

Non-U.S. securities often trade in currencies other than the U.S. dollar. Changes in currency exchange rates may affect a Fund’s net asset value, the value of dividends and interest earned, and gains and losses realized on the sale of securities. An increase in the strength of the U.S. dollar relative to these other currencies may cause the value of the Fund to decline. Certain currencies may be particularly volatile, and non-U.S. governments may intervene in the currency markets, causing a decline in value or liquidity in the Fund’s non-U.S. holdings whose value is tied to that particular currency.

Large Company Risk

Aggressive Growth Stock Fund
All 130/30 Funds
All Allocation Strategies
International Equity Fund
International Equity Index Fund
Large Cap Core Equity Fund
Large Cap Growth Stock Fund
Large Cap Quantitative Equity Fund
Large Cap Value Equity Fund
Mid-Cap Core Equity Fund
Mid-Cap Value Equity Fund
Select Large Cap Growth Stock Fund

Large cap stocks can perform differently from other segments of the equity market or the equity market as a whole. Companies with large capitalization tend to go in and out of favor based on market and economic conditions and, while they can be less volatile than companies with smaller market capitalizations, they may also be less flexible in evolving markets or unable to implement change as quickly as their smaller counterparts.

Accordingly the value of large cap stocks may not rise to the same extent as the value of small or mid-cap companies under certain market conditions or during certain periods.

Leverage occurs when a Fund increases its assets available for investment using borrowings or similar transactions. Due to the fact that short sales involve borrowing securities and then selling them, a Fund’s short sales effectively leverage the Fund’s assets. It is possible that the Fund may lose money on both long positions and short positions at the same time. The use of leverage may make any change in a Fund’s net asset value even greater and thus result in increased volatility of returns. A Fund’s assets that are used as collateral to secure the short sales may decrease in value while the short positions are outstanding, which may force the Fund to use its other assets to increase the

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collateral. Leverage also creates interest expense that may lower a Fund’s overall returns. Lastly, there is no guarantee that a leveraging strategy will be successful.

Mortgage-Backed and Asset-Backed Securities Risk

Conservative Allocation Strategy
Growth Allocation Strategy
High Income Fund
Institutional Cash Management Money Market Fund
Institutional U.S. Government Securities Money Market Fund
Intermediate Bond Fund
Investment Grade Bond Fund
Limited Duration Fund
Limited-Term Federal Mortgage Securities Fund
Moderate Allocation Strategy
Prime Quality Money Market Fund
Seix High Yield Fund
Short-Term Bond Fund
Total Return Bond Fund
U. S. Government Securities Money Market Fund
U.S. Government Securities Fund
U.S. Government Securities Ultra-Short Bond Fund
Ultra-Short Bond Fund

Mortgage and asset-backed securities are fixed income securities representing an interest in a pool of underlying mortgage or asset-backed secured and unsecured cashflow producing assets such as automobile loans and leases, credit card receivables and other financial assets. The risks associated with these types of securities include: (1) prepayment risk that could result in earlier or later return of principal than expected and can lead to significant fluctuations in the value and realized yield of the securities; (2) liquidity/market risk which can result in higher than expected changes in security valuation and transactions costs especially in times of general market stress; and (3) credit risk that is associated with the underlying borrowers and can also be driven by general economic conditions which can result in the loss of invested principal.

The value of some mortgage- or asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early repayment of principal on some mortgage-backed securities may expose a Fund to a lower rate of return upon reinvestment of principal. When interest rates rise, the value of these securities generally will decline; however, when interest rates are declining, the value of these securities with prepayment features may not increase as much as other fixed income securities. The rate of prepayments on underlying mortgages will affect the price and volatility of a mortgage-backed security, and may shorten or extend the effective maturity of the security beyond what was anticipated at the time of purchase. If unanticipated rates of prepayment on underlying mortgages increase the effective maturity of a mortgage-related security, the volatility of the security can be expected to increase. The value of these securities may fluctuate in response to the market’s perception of the creditworthiness of the issuers. Additionally, although mortgage-backed securities are generally supported by some form of government or private guarantee and/or insurance, there is no assurance that private guarantors or insurers will meet their obligations.

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Municipal Securities Risk

Georgia Tax-Exempt Bond Fund
High Grade Municipal Bond Fund
Institutional Cash Management Money Market Fund
Institutional Municipal Cash Reserve Money Market Fund
Investment Grade Tax-Exempt Bond Fund
Maryland Municipal Bond Fund
North Carolina Tax-Exempt Bond Fund
Prime Quality Money Market Fund
Tax-Exempt Money Market Fund
Virginia Intermediate Municipal Bond Fund
Virginia Tax-Free Money Market Fund

Municipal securities can be significantly affected by political changes as well as uncertainties in the municipal market related to taxation, legislative changes or the rights of municipal security holders. Because many municipal securities are issued to finance similar projects, especially those relating to education, health care, transportation and utilities, conditions in those sectors can affect the overall municipal market. In addition, changes in the financial condition of an individual municipal insurer can affect the overall municipal market.

Municipal securities backed by current or anticipated revenues from a specific project or specific assets can be negatively affected by the discontinuance of the taxation supporting the project or assets or the inability to collect revenues for the project or from the assets. If the Internal Revenue Service determines an issuer of a municipal security has not complied with applicable tax requirements, interest from the security could become taxable and the security could decline significantly in value.

In addition, a Fund’s concentration of investments in issuers located in a single state makes the Fund more susceptible to adverse political or economic developments affecting that state. The Fund also may be riskier than mutual funds that buy securities of issuers in numerous states.

Real Estate Risk

All Allocation Strategies
Real Estate 130/30 Fund

Investments in real estate related securities are subject to risks similar to those associated with direct ownership of real estate, and an investment in the Fund will be closely linked to the performance of the real estate markets. These risks include, among others, declines in the value of real estate; risks related to general and local economic conditions; possible lack of availability of mortgage funds; overbuilding; extended vacancies of properties; defaults by borrowers or tenants, particularly during an economic downturn; increasing competition; increases in property taxes and operating expenses; changes in zoning laws; losses due to costs resulting from the clean-up of environmental problems; liability to third parties for damages resulting from environmental problems; casualty or condemnation losses; limitations on rents; changes in market and sub-market values and the appeal of properties to tenants; and changes in interest rates.

In addition to the risks associated with investing in securities of real estate companies and real estate related companies, real estate investment trust (“REITs”) are subject to certain additional risks. Equity REITs may be affected by changes in the value of the underlying properties owned by

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the trusts, and mortgage REITs may be affected by the quality of any credit extended. Further, REITs are dependent upon specialized management skills and may have their investments in relatively few properties, or in a small geographic area or a single property type. REITs are also subject to heavy cash flow dependency, defaults by borrowers and self-liquidation. In addition, REITs could possibly fail to qualify for tax free pass-through of income under the Internal Revenue Code (the “Code”) or to maintain their exemptions from registration under the Investment Company Act of 1940. The failure of a company to qualify as a REIT under federal tax law may have adverse consequences to the Fund. The above factors may also adversely affect a borrower’s or a lessee’s ability to meet its obligations to the REIT. In the event of a default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting its investments. In addition, REITs have their own expense and the Fund will bear a proportionate share of those expenses.

Real estate companies tend to be small to medium-sized companies. Real estate company shares, like other smaller company shares, can be more volatile than, and perform differently from, larger company shares. There may be less trading in a smaller company’s shares, which means that buy and sell transactions in those shares could have a larger impact on the share’s price than is the case with larger company shares.

Regional Risk

All Allocation Strategies
Georgia Tax-Exempt Bond Fund
High Grade Municipal Bond Fund
Institutional Cash Management Money Market Fund
Institutional Municipal Cash Reserve Money Market Fund
International Equity 130/30 Fund
International Equity Fund
International Equity Index Fund
Investment Grade Tax Exempt Bond Fund
Maryland Municipal Bond Fund
North Carolina Tax-Exempt Bond Fund
Prime Quality Money Market Fund
Seix Global Strategy Fund
Tax-Exempt Money Market Fund
Virginia Intermediate Municipal Bond Fund
Virginia Tax-Free Money Market Fund

To the extent that a Fund’s investments are concentrated in a specific geographic region, a Fund may be subject to the political and other developments affecting that region. Regional economies are often closely interrelated, and political and economic developments affecting one region, country or state often affect other regions, countries or states, thus subjecting the Fund to additional risks.

Regulatory Risk

All Money Market Funds

The SEC recently amended the rules governing money market funds. In addition, the SEC continues to review the regulation of such funds. Any further changes by the SEC or additional legislative developments may affect a Money Market Fund’s operations, investment strategies, performance and yield.

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Restricted Security Risk

     All Equity Funds
Corporate Bond Fund
Intermediate Bond Fund
Investment Grade Bond Fund
Investment Grade Tax-Exempt Bond Fund
Seix Global Strategy Fund
Total Return Bond Fund
High Income Fund
High Grade Municipal Bond Fund
Limited Duration Fund
Maryland Municipal Bond Fund
Seix Floating Rate High Income
Seix High Yield Fund
High Grade Municipal Bond Fund
Short-Term Bond Fund
Ultra-Short Bond Fund
Virginia Intermediate Municipal Bond Fund
Institutional Cash Management Money Market Fund
Institutional Municipal Cash Reserve Management Money Market Fund
Prime Quality Money Market Fund
Tax-Exempt Money Market Fund
Virginia Tax-Free Money Market Fund
Moderate Allocation Strategy
Growth Allocation Strategy
Conservative Allocation Strategy

Restricted securities may increase the level of illiquidity in the Fund during any period that qualified institutional buyers become uninterested in purchasing these restricted securities. The Adviser and Subadviser intend to invest only in restricted securities that they believe present minimal liquidity risk.

Securities Lending Risk

     All Funds, except Money Market Funds

A Fund may lend securities to approved borrowers, such as broker-dealers, to earn additional income. Risks include the potential insolvency of the borrower that could result in delays in recovering securities and capital losses. Additionally, losses could result from the reinvestment of collateral received on loaned securities in investments that default or do not perform well. It is also possible that if a security on loan is sold and a Fund is unable to timely recall the security, the Fund may be required to repurchase the security in the market place, which may result in a potential loss to shareholders. There is a risk that the Fund may not be able to recall securities on loan in sufficient time to vote on material proxy matters. In addition, as a general practice, a Fund will not recall securities on loan solely to receive income payments, which could result in an increase of a Fund’s tax obligation that is subsequently passed on to its shareholders.

Short Sales Risk

All 130/30 Funds

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All Allocation Strategies

A short sale is the sale by a Fund of a security which has been borrowed from a third party on the expectation that the market price will decline. Short sales involve additional costs and risk. If a security sold short increases in price, the Fund may have to cover its short position at a higher price than the short sale price, resulting in a loss. Therefore, short sales involve the risk that losses may be exaggerated, potentially losing more money than the actual cost of the investment, or a theoretically unlimited loss, as there is no maximum attainable price of the shorted security. Also, there is the risk that the third party to the short sale may fail to honor its contract terms, causing a loss to the Fund. The Fund may not initiate a short sale unless it is able to borrow the security and must then deliver the security to the buyer to complete the transaction. The Fund may not be able to borrow a security that it wishes to short or the lender of the securities may, at any time, recall the loaned security which would force the Fund to purchase the security in the open market at the then current price. In addition, the Fund may not be able to close out a short position at a profit or an acceptable price and may have to sell long positions to cover accumulated losses in the short portfolio. Thus, the Fund may not be able to successfully implement its short sale strategy due to the limited availability of desired securities or for other reasons.

The Fund must normally repay to the lender an amount equal to any dividends or interest that accrues while the loan is outstanding. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends, interest or expenses the Fund may be required to pay in connection with the short sale. Also, the lender of a security may terminate the loan at a time when the Fund is unable to borrow the same security from another lender for delivery. In that case, the Fund would need to purchase a replacement security at the then current market price or “buy in” by paying the lender with securities purchased in the open market or with an amount equal to the cost of purchasing the securities.

Until the Fund replaces a borrowed security, it is required to maintain a segregated account of cash or liquid assets with a broker or custodian to cover the Fund’s short position. Securities held in a segregated account cannot be sold while the position they are covering is outstanding, unless they are replaced with similar securities. Additionally, the Fund must maintain sufficient liquid assets (less any additional collateral held by the broker), marked-to-market daily, to cover the short sale obligation. This may limit the Fund’s investment flexibility, as well as its ability to meet redemption requests or other current obligations.

Leverage Risk

All 130/30 Funds
All Allocation Strategies

Leverage occurs when a Fund increases its assets available for investment using borrowings or similar transactions. Due to the fact that short sales involve borrowing securities and then selling them, a Fund’s short sales effectively leverage the Fund’s assets. It is possible that the Fund may lose money on both long positions and short positions at the same time. The use of leverage may make any change in a Fund’s net asset value even greater and thus result in increased volatility of returns. A Fund’s assets that are used as collateral to secure the short sales may decrease in value while the short positions are outstanding, which may force the Fund to use its other assets to increase the collateral. Leverage also creates interest expense that may lower a Fund’s overall returns. Lastly, there is no guarantee that a leveraging strategy will be successful.

Smaller Company Risk

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Total Return Bond Fund
Investment Grade Bond Fund
Intermediate Bond Fund
Seix High Yield Fund
High Income Fund
Seix Floating Rate High Income
     All Allocation Strategies
     All Equity Funds

Small and mid-capitalization companies may be either established or newer companies. Smaller companies may offer greater opportunities for gain. They also involve a greater risk of loss because they may be more vulnerable to adverse business or economic events, particulary those companies that have been in operation for less than three years. Smaller company securities may trade in lower volumes or there may be less information about the company which may cause the investments to be more volatile or to have less liquidity than larger company investments. They may have unseasoned management or may rely on the efforts of particular members of their management team to a great degree causing turnover in management to pose a greater risk. Smaller sized companies may have more limited access to resources, product lines, and financial resources. Small and mid-sized companies typically reinvest a large proposrtion of their earnings in their business and may not pay dividends or make interest payments for some time, particularly if they are newer companies.

Tracking Error Risk

All Allocation Strategies
International Equity Index Fund

Factors such as Fund expenses, imperfect correlation between the Fund’s investments and those of its benchmarks, rounding of share prices, changes to the benchmark, regulatory policies, and leverage, may affect its ability to achieve perfect correlation. The magnitude of any tracking error may be affected by a higher portfolio turnover rate. Because an index is just a composite of the prices of the securities it represents rather than an actual portfolio of those securities, an index will have no expenses. As a result, the Fund, which will have expenses such as taxes, custody, management fees and other operational costs, and brokerage, may not achieve its investment objective of accurately correlating to an index.

Risk Information Common to RidgeWorth Funds

Each Fund is a mutual fund. A mutual fund pools shareholders’ money and, using professional investment managers, invests it in securities.

Each Fund has its own investment goal and strategies for reaching that goal. The Adviser invests Fund assets in a way that it believes will help a Fund achieve its goal. Still, investing in each Fund involves risk and there is no guarantee that a Fund will achieve its goal. The Adviser’s or Sub-Adviser’s judgments about the markets, the economy or companies may not anticipate actual market movements, economic conditions or company performance, and these judgments may affect the return on your investment. In fact, no matter how good a job the Adviser or Sub-Adviser does, you could lose money on your investment in a Fund, just as you could with other investments. The value of your investment in a Fund is based on the market prices of the securities the Fund holds. These prices change daily due to economic and other events that affect particular companies and other issuers. These price movements,

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sometimes called volatility, may be greater or lesser depending on the types of securities a Fund owns and the markets in which they trade. The effect on a Fund of a change in the value of a single security will depend on how widely the Fund diversifies its holdings.

Except for the Maryland Municipal Bond, North Carolina Tax-Exempt Bond, Real Estate 130/30 Fund, Seix Global Strategy and the Virginia Intermediate Municipal Bond Funds, each Fund’s investment goal may be changed without shareholder approval. Before investing, make sure that the Fund’s goal matches your own.

The Funds are not managed to achieve tax efficiency, except for the Georgia Tax-Exempt Bond, High Grade Municipal Bond, Investment Grade Tax-Exempt Bond, Maryland Municipal Bond, North Carolina Tax-Exempt Bond, Virginia Intermediate Municipal Bond, Tax Exempt Money Market, Virginia Tax-Free Money Market and Institutional Municipal Cash Reserve Money Market Funds, which intend to distribute tax-exempt income.

More Information About Indices

An index measures the market prices of a specific group of securities in a particular market or market sector. You cannot invest directly in an index. Unlike a mutual fund, an index does not have an investment adviser and does not pay any commissions or expenses. If an index had expenses, its performance would be lower.

Barclays Capital 5 Year Municipal Bond Index is an index composed of long-term, fixed-rate, investment grade tax-exempt bonds with maturities ranging between 4 and 6 years and is representative of the municipal bond market.

Barclays Capital 10 Year Municipal Bond Index is an index of long-term investment grade tax-exempt bonds. The Index includes general obligation bonds, revenue bonds, insured bonds, and prefunded bonds with maturities between 8 and 12 years. The Index represents various market sectors and geographic locations.

Barclays Capital Corporate Index covers USD-denominated, investment-grade, fixed-rate, taxable securities sold by industrial, utility and financial issuers. It includes publicly issued U.S. corporate and foreign debentures and secured notes that meet specified maturity, liquidity, and quality requirements.

Barclays Capital Intermediate U.S. Government/Credit Bond Index measures the performance of dollar-denominated U.S. Treasuries, government-related (the United States and foreign agencies, sovereign, supranational and local authority debt), and investment-grade credit securities that have a remaining maturity of greater than or equal to 1 year and less than 10 years, and have $250 million or more of outstanding face value. In addition, the securities must be denominated in United States dollars, and must be fixed-rate and non-convertible securities.

Barclays Capital Municipal Bond Index covers the USD-denominated long-term tax-exempt bond market. The index has four main sectors: state and local general obligation bonds, revenue bonds, insured bonds, and prerefunded bonds.

Barclays Capital Municipal 1-15 Year Blend Bond Index is an index composed of tax-exempt bonds with maturities ranging between 1-16 years.

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Barclays Capital U.S. Aggregate Bond Index measures the U.S. dollar-denominated, investment-grade, fixed rate, taxable bond market of SEC-registered securities. The index includes bonds from the Treasury, Government-related, Corporate, MBS (agency fixed-rate and hybrid ARM passthroughs), ABS, and CMBS sectors

Barclays Capital U.S. Corporate High-Yield Index covers the U.S. dollar-denominated non-investment grade, fixed-rate, taxable corporate bond market. Securities are classified as high-yield if the middle of Moody’s, Fitch and S&P is Ba1/BB+/BB+ or below. The index excludes emerging markets debt.

Barclays Capital U.S. Government/Credit Index is a non-securitized component of the Barclays Capital U.S. Aggregate Index and was the first macro index launched by Lehman Brothers. The U.S. Government/Credit Index includes Treasuries (i.e., public obligations of the U.S. Treasury that have remaining maturities of more than one year), Government-Related issues (i.e., agency, sovereign, supranational, and local authority debt), and USD Corporates.

Barclays Capital U.S. Government Bond Index is composed of the U.S. Treasury and U.S. Agency Indices. The U.S. Government Index includes Treasuries (public obligations of the U.S. Treasury that have remaining maturities of more than one year) and U.S. agency debentures (publicly issued debt of U.S. Government agencies, quasi-federal corporations, and corporate or foreign debt guaranteed by the U.S. Government). The U.S. Government Index is a component of the U.S. Government/Credit Index and the U.S. Aggregate Index.

Barclays Capital U.S. Mortgage-Backed Securities Index covers agency mortgage-backed pass through securities (both fixed-rate and hybrid ARM) issued by Ginnie Mae (GNMA), Fannie Mae (FNMA), and Freddie Mac (FHLMC).

Barclays Capital 1-3 Year Government/Credit Bond Index is the 1-3 year component of the U.S. Government/Credit index. The Government/Credit Index includes securities in the Government and Credit Indices. The Government Index includes treasuries (i.e., public obligations of the U.S. Treasury that have remaining maturities of more than one year) and agencies (i.e., publicly issued debt of U.S. Government agencies, quasi-federal corporations, and corporate or foreign debt guaranteed by the U.S. Government). The Credit Index includes publicly issued U.S. corporate and foreign debentures and secured notes that meet specified maturity, liquidity, and quality requirements.

Barclays Capital 1-3 Year U.S. Treasury Index is the 1-3 year component of the U.S. Treasury index. It includes securities in the Treasury Index (i.e., public obligations of the U.S. Treasury) with a maturity from 1 up to (but not including) 3 years.

Barclays Capital 3-6 Month Treasury Bill Index is the 3-6 Months component of the Barclays Capital U.S. Treasury Bills index which includes U.S. Treasury bills with a remaining maturity from 1 up to (but not including) 12 months. It excludes zero coupon strips.

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Citigroup 1-3 Year Government/Credit Index is an index of U.S. Treasury securities, government agency obligations, and corporate debt securities rated at least investment grade (BBB). The securities in the Index have maturities of 1 year or greater and less than 3 years.

Citigroup 1-3 Year Treasury Index is an index of U.S. Treasury securities with maturities of one year or greater and less than three years.

Citigroup 6 Month U.S. Treasury Bill Index is an index of the 6 month U.S. Treasury Bills.

Credit Suisse First Boston (CSFB) Leveraged Loan Index is an unmanaged market value-weighted index designed to represent the investable universe of the U.S. dollar-denominated leveraged loan market. The index reflects reinvestment of all distributions and changes in market prices.

Credit Suisse First Boston (CSFB) Institutional Leveraged Loan Index is a sub-index of the Credit Suisse First Boston Leveraged Loan Index which contains only institutional loan facilities priced above 90, excluding TL and TLa facilities and loans rated CC, C or in default. It is designed to more closely reflect the investment criteria of institutional investors.

FTSE All-World Index ex-US is part of a range of indexes designed to help U.S. investors benchmark their international investments. The index comprises Large (84%) and Mid (16%) cap stocks providing coverage of Developed and Emerging Markets (46 countries) excluding the US. The index is derived from the FTSE Global Equity Index Series (GEIS), which covers 98% of the world’s investable market capitalization.

FTSE NAREIT Equity REITS Index is a capitalization-weighted index of investment trusts that spans the commercial real estate space across the U.S. economy.

The J.P. Morgan EMBI+ Index tracks returns for actively traded external debt instruments in emerging market, and is also most liquid U.S-dollar emerging markets debt benchmark. The index segments further the universe of emerging markets as defined by the broader EMBI Global and EMBI Global Diversified, by placing a strict liquidity requirement rule for inclusion. Included in the EMBI+ are US-dollar denominated Brady bonds, Eurobonds, and traded loans issued by sovereign entities. The EMBI+ is a market capitalization-weighted index and is rebalanced on the last business day of each month. Only issues with a current face amount outstanding of $500 million or more and a remaining life of greater than 2 1/2 years are eligible for inclusion in the index. Index returns are available hedged or unhedged in a variety of currencies.

Morgan Stanley Capital International Europe Australasia and Far East Index (“MSCI EAFE”) is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the U.S. & Canada. The MSCI EAFE Index consists of 21 developed market country indices.

Bank of America Merrill Lynch AAA U.S. Treasury/Agency Master Index is an index that tracks the performance of the combined U.S. Treasury and U.S. agency markets. It includes U.S. dollar-denominated, U.S. Treasury and U.S. agency bonds, issued in the U.S. domestic bond market, having at least one year remaining term to maturity, a fixed coupon schedule and a minimum amount outstanding of $1 billion for U.S. Treasuries and $150 million for U.S. agencies.

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Bank of America Merrill Lynch Global Government Bond II ex U.S. Index is a subset of the Bank of America Merrill Lynch Global Government Bond Index including Belgian, Danish, Irish, Italian, New Zealand, Portuguese, Spanish, and Swedish returns. The Bank of America Merrill Lynch Global Government Bond Index is a widely-recognized, broad-based index consisting of various maturities comprising Australian, Canadian, Dutch, French, German, Japanese, Swiss, U.K., and U.S. individual country returns.

Bank of America Merrill Lynch U.S. High Yield BB/B Rated Constrained Index tracks the performance of BB/B rated U.S. dollar denominated corporate bonds publicly issued in the U.S. domestic market.

Bank of America Merrill Lynch U.S. High Yield Master II Index is a market-value weighted (higher market value bonds have more influence than lower market value bonds) index that tracks the performance of below investment grade U.S. dollar-denominated corporate bonds publicly issued in the U.S. domestic market.

Bank of America Merrill Lynch U.S. Treasury Bill 3 Month Index is an index which tracks the monthly price-only and total return performance of a three-month Treasury bill, based on monthly average auction rates.

Morgan Stanley Capital International Europe Australasia and Far East Index (“MSCI EAFE”) (GDP Weighted) is a widely-recognized, market capitalization index that measures market equity performance based upon indices from 21 foreign and developed countries. The country weighting of the Index is calculated using the gross domestic product of each of the various countries and then with respect of the market capitalization of the various companies operating in each country. The MSCI EAFE Index (GDP Weighted) Net Dividend measures the market performance including both price performance and income from dividend payments.

Russell 3000 ^® Index measures the performance of the largest 3000 U.S. companies representing approximately 98% of the investable U.S. equity market.

Russell 3000 ^® Index comprises several subset indices based on market capitalization and investment style (growth or value).

Russell 3000 ^® Growth Index measures the performance of the broad growth segment of the U.S. equity universe. It includes those Russell 3000 companies with higher price-to-book ratios and higher forecasted growth values.

Russell 2000 ^® Index, measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000 Index is a subset of the Russell 3000 Index.

Russell 2000 ^® Value Index measures the performance of small-cap value segment of the U.S. equity universe. It includes those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth values.

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Russell 2000 ^® Growth Index measures the performance of the small-cap growth segment of the U.S. equity universe. It includes those Russell 2000 companies with higher price-to-value ratios and higher forecasted growth values.

Russell 1000 ^® Index is a subset of the Russell 3000 ^® Index and includes approximately 1000 of the largest securities based on a combination of their market cap and current index membership.

Russell 1000 ^® Value Index measures the performance of the large-cap value segment of the U.S. equity universe. It includes those Russell 1000 companies with lower price-to-book ratios and lower expected growth values.

Russell 1000 ^® Growth Index measures the performance of the large-cap growth segment of the U.S. equity universe. It includes those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values.

Russell Midcap ^® Index measures the performance of the mid-cap segment of the U.S. equity universe. The Russell Midcap Index is a subset of the Russell 1000 ^® Index. It includes approximately 800 of the smallest securities based on a combination of their market cap and current index membership. The Russell Midcap ^® Index represents approximately 31% of the total market capitalization of the Russell 1000 companies their market cap and current index membership.

Russell Midcap ^® Value Index is a measure of the performance of the mid-cap value segment of the U.S. equity universe. It includes those Russell Midcap ^® Index companies with lower price-to-book ratios and lower forecasted growth values.

Russell Midcap ^® Growth Index measures the performance of the mid-cap growth segment of the U.S. equity universe. It includes those Russell Midcap Index companies with higher price-to-book ratios and higher forecasted growth values.

S&P 500 Index is widely regarded as a gauge of the U.S. equities market, this index includes 500 leading companies in leading industries of the U.S. economy. Although the S&P 500 focuses on the large cap segment of the market, with approximately 75% coverage of U.S. equities, it is also an ideal proxy for the total market.

An average is a composite of mutual funds with similar investment goals.

The iMoneyNet, Inc. First Tier Institutional Average is a widely-recognized composite of money market funds that invest in securities rated in the highest category by at least two recognized rating agencies. The number of funds in the Average varies.

The iMoneyNet, Inc. First Tier Retail Average is a widely-recognized composite of money market funds that invest in securities rated in the highest category by at least two of the recognized rating agencies. The number of funds in the Average varies.

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The iMoneyNet, Inc. Government & Agencies Retail Average is a widely-recognized composite of money market funds that invest in U.S. Treasury bills, repurchase agreements or securities issued by agencies of the U.S. Government. The number of funds in the Average varies.

The iMoneyNet, Inc. Government Institutional Average is a widely-recognized composite of institutional money market funds that invest in U.S. Treasury bills, repurchase agreements, or securities issued by agencies of the U.S. Government. The number of funds in the Average varies.

The iMoneyNet, Inc. Tax-Free Institutional Average is a widely recognized composite of money market funds that invest in short-term municipal securities, the income of which is exempt from federal taxation. The number of funds in the Average varies.

The iMoneyNet, Inc. Tax-Free Retail Average is a widely recognized composite of money market funds that invest in short-term municipal securities, the income of which is exempt from federal taxation. The number of funds in the Average varies.

The iMoneyNet, Inc. Treasury & Repo Institutional Average is a widely-recognized composite of money market funds that includes only institutional government funds that hold 100 percent in U.S. Treasuries and repurchase agreements backed by these securities. The number of funds in the Average varies

The iMoneyNet, Inc. Treasury & Repo Retail Average is a widely-recognized composite of money market funds that invest in U.S. Treasury bills and repurchase agreements backed by these securities. The number of funds in the Average varies.

More Information About Fund Investments

This prospectus describes the Funds’ primary strategies, and the Funds will normally invest in the types of securities described in this prospectus. However, in addition to the investments and strategies described in this prospectus, each Fund also may invest in other securities, use other strategies and engage in other investment practices. These investments and strategies, as well as those described in this prospectus, are described in detail in the Statement of Additional Information (“SAI”).

The investments and strategies described in this prospectus are those that the Funds use under normal conditions. During unusual economic or market conditions, or for temporary defensive or liquidity purposes, each Fund (except the Money Market Funds) may invest up to 100% of its assets in cash, money market instruments, repurchase agreements and short-term obligations that would not ordinarily be consistent with a Fund’s objectives. The Small Cap Value Equity Fund also may invest in investment grade fixed income securities and mid- to large cap common stocks that would not ordinarily be consistent with the Fund’s objective. In addition, each Fixed Income Fund may shorten its average weighted maturity to as little as 90 days. A Fund (other than the Prime Quality Money Market Fund) will do so only if the Adviser or Subadviser believes that the risk of loss outweighs the opportunity for capital gains or higher income. Of course, a Fund cannot guarantee that it will achieve its investment goal.

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Each Fund may invest in other mutual funds for cash management purposes. When a Fund invests in another mutual fund, in addition to directly bearing expenses associated with its own operations, it will bear a pro rata portion of the other mutual fund’s expenses.

Further, during certain interest rate environments, the gross yield of certain shares of money market funds may be less than the related expenses of that class. In these instances, shareholders of these Funds may not receive a monthly income payment, or may receive a much smaller payment than during a more typical interest rate environment.

Third-Party Ratings

Fund	S&P1	Moody’s2	NAIC3
Institutional Cash Management Money Market Fund	AAAm	Aaa	Class 1 Approved
Institutional Municipal Cash Reserve Money Market Fund	AAAm	Aaa	Class 1 Approved
Institutional U.S. Government Securities Money Market Fund	AAAm	Aaa	Class 1 Approved
Institutional U.S. Treasury Securities Money Market Fund	AAAm	Aaa	Class 1 Approved
Prime Quality Money Market Fund	AAAm	Aaa	Class 1 Approved
U.S. Government Securities Money Market Fund	AAAm	Aaa	Class 1 Approved
U.S. Treasury Money Market Fund	AAAm	Aaa	U.S. Direct Obligations/Full Faith and Credit Exempt

1	Standard & Poor’s Ratings Services
2	Moody’s Investors Service
3	National Association of Insurance Commissioners

Information About Portfolio Holdings

A description of the Funds’ policies and procedures with respect to the circumstances under which the Funds disclose their portfolio securities is available in the SAI.

Management

The Board of Trustees (“the Board”) is responsible for the overall supervision and management of the business and affairs of the RidgeWorth Funds (“the Funds”). The Board supervises the Adviser and

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Subadvisers and establishes policies that the Adviser and Subadvisers must follow in their fund related management activities. The day-to-day operations of the Funds are the responsibilities of the officers and various service organizations retained by the Funds.

Investment Adviser

RidgeWorth Investments, 50 Hurt Plaza, Suite 1400, Atlanta, Georgia 30303 (“RidgeWorth” or the “Adviser”), serves as the investment adviser to the Funds. In addition to being an investment adviser registered with the Securities and Exchange Commission (the “SEC”), RidgeWorth is a money-management holding company with multiple style- focused investment boutiques. As of June 30, 2010, the Adviser had approximately $[ ] billion in assets under management. The Adviser is responsible for overseeing the Subadvisers to ensure compliance with each Fund’s investment policies and guidelines and monitors each Subadviser’s adherence to its investment style. The Adviser also executes transactions with respect to specific securities selected by the Subadvisers (excluding Alpha Equity Management LLC, Seix Investment Advisors LLC and Zevenbergen Capital Investments LLC) for purchase and sale by the Funds. The Adviser pays the Subadvisers out of the fees it receives from the Funds.

The Adviser is also responsible for making investment decisions for the Allocation Strategies and continuously reviews, supervises and administers each Allocation Strategy’s respective investment program.

The Adviser may use its affiliates as brokers for Fund transactions.

An investment adviser has a fiduciary obligation to its clients when the adviser has authority to vote their proxies. Under the current contractual agreement, the Adviser is authorized to vote proxies on behalf of each Fund. Information regarding the Adviser’s, and thus each Fund’s, Proxy Voting Policies and Procedures is provided in the SAI. A copy of the Adviser’s Proxy Voting Policies and Procedures may be obtained by contacting the Funds at 1-888-784-3863, or by visiting www.ridgeworthfunds.com.

For the fiscal year ended March 31, 2010, the following Funds paid the Adviser advisory fees (after waivers) based on the respective Fund’s average daily net assets of:

Equity Funds
Aggressive Growth Stock Fund	[     ]	%
Emerging Growth Stock Fund*	[     ]	%
International Equity 130/30 Fund*	[     ]	%
International Equity Fund	[     ]	%
International Equity Index Fund	[     ]	%
Large Cap Core Equity Fund	[     ]	%
Large Cap Growth Stock Fund	[     ]	%
Large Cap Quantitative Equity Fund*	[     ]	%
Large Cap Value Equity Fund	[     ]	%
Mid-Cap Core Equity Fund	[     ]	%

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Mid-Cap Value Equity Fund	[     ]	%
Real Estate 130/30 Fund*	[     ]	%
Select Large Cap Growth Stock Fund	[     ]	%
Small Cap Growth Stock Fund	[     ]	%
Small Cap Value Equity Fund	[     ]	%
U.S. Equity 130/30 Fund*	[     ]	%
Allocation Strategies
Aggressive Growth Allocation Strategy*	[     ]	%
Conservative Allocation Strategy*	[     ]	%
Growth Allocation Strategy*	[     ]	%
Moderate Allocation Strategy*	[     ]	%
Fixed Income Funds
Corporate Bond Fund	[     ]	%
Georgia Tax-Exempt Bond Fund	[     ]	%
High Grade Municipal Bond Fund*	[     ]	%
High Income Fund	[     ]	%
Intermediate Bond Fund	[     ]	%
Investment Grade Bond Fund	[     ]	%
Investment Grade Tax-Exempt Bond Fund	[     ]	%
Limited Duration Fund	[     ]	%
Limited-Term Federal Mortgage Securities Fund	[     ]	%
Maryland Municipal Bond Fund	[     ]	%
North Carolina Tax-Exempt Bond Fund	[     ]	%
Seix Floating Rate High Income Fund	[     ]	%
Seix Global Strategy Fund*	[     ]	%
Seix High Yield Fund	[     ]	%
Short-Term Bond Fund	[     ]	%
Short-Term U.S. Treasury Securities Fund*	[     ]	%
Total Return Bond Fund	[     ]	%
Ultra-Short Bond Fund	[     ]	%
U.S. Government Securities Fund	[     ]	%
U.S. Government Securities Ultra-Short Bond Fund	[     ]	%
Virginia Intermediate Municipal Bond Fund	[     ]	%
Money Market Funds
Institutional Cash Management Money Market Fund*	[     ]	%
Institutional Municipal Cash Reserve Money Market Fund*	[     ]	%
Institutional U.S. Government Securities Money Market Fund*	[     ]	%
Institutional U.S. Treasury Securities Money Market Fund*	[     ]	%
Prime Quality Money Market Fund	[     ]	%
Tax-Exempt Money Market Fund	[     ]	%
U.S. Government Securities Money Market Fund	[     ]	%
U.S. Treasury Money Market Fund	[     ]	%
Virginia Tax-Free Money Market Fund	[     ]	%

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* The Adviser has contractually agreed to waive fees and reimburse expenses until at least August 1, 2011 in order to keep total annual operating expenses of each Fund from exceeding the applicable expense cap. If at any point before August 1, 2013, total annual operating expenses are less than the expense cap, the Adviser may retain the difference to recapture any of the prior waivers or reimbursements.

The following breakpoints are used in computing the advisory fee:

Equity Funds and Fixed Income Funds

Average Daily Net Assets	Discount From Full Fee
First $500 million	None – Full Fee
Next $500 million		5	%
Over $1 billion		10	%

Money Market Funds

Average Daily Net Assets	Discount From Full Fee
First $1 billion	None – Full Fee
Next $1.5 billion		5	%
Next $2.5 billion		10	%
Over $5 billion		20	%

Based on average daily net assets as of March 31, 2010, the asset levels of the following Funds had reached a breakpoint in the advisory fee.*** Had the Funds’ asset levels been lower, the Adviser may have been entitled to receive maximum advisory fees as follows:

Institutional Cash Management Money Market Fund	0.13	%
Institutional U.S. Government Securities Money Market Fund	0.15	%
Institutional U.S. Treasury Securities Money Market Fund	0.15	%
Intermediate Bond Fund	0.25	%
International Equity Index Fund	0.50	%
Investment Grade Tax-Exempt Bond Fund	0.50	%
Large Cap Value Equity Fund	0.80	%
Prime Quality Money Market Fund	0.55	%
Seix High Yield Fund	0.45	%
Tax- Exempt Money Market Fund	0.45	%
U.S. Government Securities Money Market Fund	0.55	%
U.S. Treasury Money Market Fund	0.55	%

*** Fund expenses in the “Annual Fund Operating Expenses” tables shown earlier in this prospectus reflect the advisory breakpoints.

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A discussion regarding the basis for the Board’s approval of the investment advisory agreement with the Adviser appears in the Funds’ annual report to shareholders for the period ended March 31, 2010.

Mr. Alan Gayle is primarily responsible for the day-to-day management of the Aggressive Growth Allocation Strategy, Conservative Allocation Strategy, Growth Allocation Strategy and Moderate Allocation Strategy. Mr. Gayle has served as Managing Director of the Adviser since July 2000 and Director of Asset Allocation since March 2006. He has served as lead manager of the Funds since each Fund’s respective inception. He has more than 33 years of investment experience.

The SAI provides additional information regarding the portfolio manager’s compensation, other accounts managed by the portfolio manager, potential conflicts of interest and the portfolio manager’s ownership of securities in the Funds.

Investment Subadvisers

The Subadvisers are responsible for managing the portfolios of the Funds on a day-to-day basis and selecting the specific securities to buy, sell and hold for the Funds under the supervision of the Adviser and the Board. A discussion regarding the basis for the Board’s approval of the investment subadvisory agreements appears in the Funds’ annual report to shareholders for the period ended March 31, 2010.

Information about the Subadvisers and the individual portfolio managers of the Funds is discussed below. The SAI provides additional information regarding the portfolio managers’ compensation, other accounts managed by the portfolio managers, potential conflicts of interest and the portfolio managers’ ownership of securities in the Funds.

Alpha Equity Management LLC (“Alpha Equity”)

90 State House Square, Suite 1100, Hartford, Connecticut 06103 and 405 Park Avenue, Suite 803, New York, New York, 10022

www.alphaequityllc.com

Alpha Equity, a minority-owned subsidiary of RidgeWorth, is an investment adviser registered with the SEC. The firm was established in 2007 through a transaction in which its predecessor organization, founded in 2000, transferred its investment advisory business to Alpha Equity. Alpha Equity serves as subadviser to the RidgeWorth 130/30 Funds. As of June 30, 2010, Alpha Equity had approximately [$[ ] million in assets under management.

Alpha Equity is one of the pioneers in active extension (130/30) products. The firm specializes in quantitative strategies engineered to generate alpha through all market cycles. It has developed a track record in international, real estate and domestic short-extension strategies. Alpha Equity selects, buys and sells securities for the 130/30 Funds under the supervision of the Adviser and the Board.

Alpha Equity employs a team approach in managing the Funds. Each of the individuals primarily responsible for the day-to-day management of the Funds has particular areas of expertise in which they contribute to the management of the Funds. All of the Funds utilize a similar set of highly structured and

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disciplined investment processes which determine the holdings within a fund and therefore its investment performance. All members of the investment team make significant contributions to the investment processes that guide all Funds.

Mr. Kevin Means, CFA, is the founder of Alpha Equity and its predecessor and has been Managing Partner and Chief Investment Officer of Alpha Equity and its predecessor since February 2000. As Chief Investment Officer, Mr. Means is responsible for designing the various investment processes, disciplines and models used to guide portfolio management decisions. Mr. Means has co-managed the International Equity 130/30 Fund, the U.S. Equity 130/30 Fund and the Real Estate 130/30 Fund since each Fund’s respective inception. He has more than 23 years of investment experience.

Mr. Vince Fioramonti, CFA, has been Partner and Director of Trading and Portfolio Operations of Alpha Equity and its predecessor since November 2002. As Director of Trading and Portfolio Operations, Mr. Fioramonti is responsible for designing the various processes used to optimize portfolios, evaluate trade ideas, implement trades, and process trade settlement information in a highly automated fashion. Mr. Fioramonti has co-managed the International Equity 130/30 Fund, the U.S. Equity 130/30 Fund and the Real Estate 130/30 Fund since each Fund’s respective inception. He has more than 22 years of investment experience.

Mr. Neil Kochen, CFA, has been Partner, Chief Risk Officer, and Asset Allocation Strategist of Alpha Equity and its predecessor since March, 2006. Mr. Kochen has co-managed the International Equity 130/30 Fund, the U.S. Equity 130/30 Fund and the Real Estate 130/30 Fund since each Fund’s inception. Prior to joining Alpha Equity, Mr. Kochen served as Chief Investment Officer Equities and Chief Risk Officer with ING Aeltus Investment Management Inc. from January 2000 until June 2004. He has more than 25 years of investment experience.

Related Performance of Alpha Equity

The following tables set forth Alpha Equity’s historical performance data (as of the dates indicated) relating to the three actual, fee-paying, discretionary private limited partnerships (“hedge funds”) managed by Alpha Equity, that have investment objectives, policies, strategies and risks substantially similar to those of each of the International Equity 130/30 Fund, Real Estate 130/30 Fund and U.S. Equity 130/30 Fund. The data is provided to illustrate the past performance of the Subadviser in managing substantially similar accounts as measured against a specified market index or indices and does not represent the performance of each of the 130/30 Funds. Investors should not rely upon this information for investing purposes and should not consider this performance data as an indication of future performance of the each of the 130/30 Funds or of Alpha Equity. Nor is the performance representative of what the 130/30 Funds may have achieved had Alpha Equity managed the 130/30 Funds during that period.

Alpha Equity’s composite performance data shown below was calculated on a time weighted basis and includes all dividends and interest, accrued income and realized and unrealized gains and losses. Brokerage commissions and other execution costs, borrowing costs, and interest expenses on margin are all included in the returns presented. Net returns also reflect the deduction of an investment

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advisory fee of 1%, and an incentive allocation (fee) of 20% of the profits above the benchmark index return. Returns do not reflect any provision for federal or state income taxes or custody fees. Securities transactions are accounted for on trade date and accrual accounting is utilized. Cash and equivalents are included in performance returns. Returns are calculated by geometrically linking monthly returns. Each of the private partnerships utilized some degree of leverage which may have more positively benefited performance in a given year as compared to its unleveraged benchmark.

Furthermore, as international investing also involves additional risks and volatility that include (but are not limited to) market inefficiencies, accounting dissimilarities, availability of company specific information, time zone differences, economic and political instability, and fluctuating interest and currency exchange rates, future international fund returns may differ to a greater degree from those shown below.

The three private partnerships presented are not subject to the same types of expenses to which each of the 130/30 Funds is subject, nor to the diversification requirements, specific tax restrictions, cash flows and investment limitations imposed on each of the 130/30 Funds by the Investment Company Act of 1940 or Subchapter M of the Internal Revenue Code of 1986, as amended. Consequently, the performance results for the private partnerships could have been adversely affected if they had been regulated as investment companies under the federal securities laws. Cash flows in private limited partnerships are fairly stable and can be reasonably anticipated. The 130/30 Funds’ cash flows cannot be comparatively predicted and thus may also negatively affect future returns. In addition, the performance results for the private partnerships may have been lower if the expenses to which each of the 130/30 Funds is subject were applied. The investment results of the private partnerships were not calculated pursuant to the methodology established by the SEC that will be used to calculate performance results of the 130/30 Fund. The use of a methodology different from that used below to calculate performance could potentially result in significantly different and/or lower performance returns.

All information set forth in the tables below relies on data supplied by Alpha Equity or from statistical services, reports or other sources believed by Alpha Equity to be reliable. The Adviser did not participate in and is not responsible for these calculations. The private partnerships have been subject to an annual audit of their year-end net asset values since their inception. However, the percentage return information presented has not been audited. Please refer to Alpha Equity’s Form ADV Part II for additional information regarding Alpha Equity’s fee structure and other material information.

Ceredex Value Advisors LLC (“Ceredex”)
300 South Orange Avenue, Suite 1600,
Orlando, Florida 32801
www.ceredexvalue.com

Ceredex, a wholly-owned subsidiary of RidgeWorth, is an investment adviser registered with the SEC. The firm was established in 2008 after 19 years functioning as RidgeWorth’s value style investment management team. As of June 30, 2010, Ceredex had approximately $[ ] billion in assets under management.

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Ceredex is a value equity asset management firm that seeks to identify catalysts that may lead to appreciation in undervalued, dividend-paying stocks.

The following individuals are primarily responsible for the day-to-day management of the following Funds.

Mr. Mills Riddick, CFA, currently serves as President and Chief Investment Officer of Ceredex and served as Managing Director of the Adviser since July 2000. He has managed the Large Cap Value Equity Fund since April 1995. He has more than 28 years of investment experience.

Mr. Brett Barner, CFA, currently serves as Managing Director of Ceredex and served as Managing Director of the Adviser since July 2000. He has managed the Small Cap Value Equity Fund since its inception. He has more than 25 years of investment experience.

Mr. Don Wordell, CFA, currently serves as Managing Director of Ceredex and served as Director of the Adviser since December 2005. He has managed the Mid-Cap Value Equity Fund since December 2003, after co-managing the Fund since its inception. He has more than 14 years of investment experience.

Certium Asset Management LLC (“Certium”)
50 Hurt Plaza, Suite 1400, Atlanta, Georgia 30303
www.certiumllc.com

Certium, a wholly-owned subsidiary of RidgeWorth, is an investment adviser registered with the SEC. The firm was established in 2008 after 13 years functioning as RidgeWorth’s international and quantitative equity investment management team. As of June 30, 2010, Certium had approximately $[ ] billion in assets under management.

Certium is an institutional investment management firm focused on passive, quantitative and active strategies which provide clients with risk-controlled exposure to equity markets.

The following individuals are primarily responsible for the day-to-day management of the following Funds.

Mr. Chad Deakins, CFA, currently serves as President and Chief Executive Officer of Certium and served as Managing Director of the Adviser since May 2000. He has co-managed the International Equity Index Fund since March 2005, after managing the Fund since 1999. He has managed the Large Cap Quantitative Equity Fund since October 2007 and the International Equity Fund since May 2000. He has more than 15 years of investment experience.

Mr. Matthew Welden currently serves as Director of Certium and served as a Director of the Adviser since July 2006 after having served as an Equity Trader from August 1999 to June 2006. He has co-managed the International Equity Index Fund since April 2008. He has more than 11 years of investment experience.

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IronOak Advisors LLC (“IronOak”)
919 East Main Street, Richmond Virginia 23219
www.ironoakadvisors.com

IronOak, a wholly-owned subsidiary of RidgeWorth, is an investment adviser registered with the SEC. The firm was established in 2008 after 21 years functioning as RidgeWorth’s core style investment management team. As of June 30, 2010, IronOak had approximately $[ ] million in assets under management.

IronOak, specializes in core equity strategies for institutional investors. Its portfolio managers purchase stocks considered to be “on sale” under prevailing market conditions, regardless of whether they are growth or value, and build core portfolios that are positioned to benefit from opportunities they believe are overlooked.

The following individuals are primarily responsible for the day-to-day management of the following Funds.

Mr. Jeffrey E. Markunas, CFA, currently serves as President and Chief Investment Officer of IronOak and served as Managing Director of the Adviser since July 2000. He has managed the Large Cap Core Equity Fund since its inception. He has more than 26 years of investment experience.

Mr. Charles B. Arrington, CFA, currently serves as Director of IronOak and served as Director of the Adviser since January 2006, after serving as Vice President since 1997. He has managed the Mid-Cap Core Equity Fund since August 2008 after having co-managed the Fund since January 2007. He has more than 27 years of investment experience.

Seix Investment Advisors LLC (“Seix”)
10 Mountainview Road, Suite C-200,
Upper Saddle River, New Jersey 07458
www.seixadvisors.com

Seix, established in 2008 as a wholly-owned subsidiary of RidgeWorth, is an investment adviser registered with the SEC. Its predecessor, Seix Investment Advisors, Inc., was founded in 1992 and was independently-owned until 2004 when the firm joined RidgeWorth as the high grade, high yield investment management division. As of June 30, 2010, Seix had approximately $[ ] billion in assets under management.

Seix is a fundamental, credit driven fixed income boutique specializing in both investment grade and high yield bond management. Seix has employed its bottom-up, research-oriented approach to fixed income management for over 17 years. Seix is focused on delivering superior, risk-adjusted investment performance for its clients. Seix selects, buys and sells securities for the Funds it subadvises under the supervision of the Adviser and the Board.

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The following individuals are primarily responsible for the day-to-day management of the High Income and Seix Floating Rate High Income Funds.

Mr. Michael McEachern, CFA, currently serves as President and Senior Portfolio Manager of Seix and served as Managing Director of Seix since May 2004. Mr. McEachern joined Seix Investment Advisors, Inc., a predecessor of Seix, in 1997, where he served as Senior Portfolio Manager. Mr. McEachern has co-managed the High Income Fund since July 2004 and the Seix Floating Rate High Income Fund since its inception. He has more than 26 years of investment experience.

Mr. George Goudelias currently serves as Managing Director and Senior Portfolio Manager of Seix and served as Managing Director of the Adviser since May 2004. Prior to joining Seix, Mr. Goudelias served as Director of High Yield Research of Seix Investment Advisors, Inc., a predecessor of Seix, from February 2001 to May 2004. Mr. Goudelias has co-managed the Seix Floating Rate High Income Fund since its inception. He has more than 24 years of investment experience.

Mr. Brian Nold, M.D., currently serves as Managing Director and Senior Portfolio Manager of Seix and served as Senior High Yield Analyst of Seix since May 2004. Mr. Nold was a High Yield Research Analyst at Morgan Stanley prior to joining Seix Investment Advisors, Inc., a predecessor of Seix, in 2003. Mr. Nold has co-managed the High Income Fund since August 2006. He has more than 10 years of investment experience.

Seix High Yield Fund

Mr. Michael McEachern, CFA, President and Senior Portfolio Manager, has been a member of the Seix High Yield Fund’s management team since the Fund’s inception. Mr. McEachern focuses primarily on high yield bonds and loans and related securities held in the Fund. Mr. McEachern joined Seix Investment Advisors, Inc., a predecessor of Seix, in 1997, where he served as Senior Portfolio Manager. Mr. McEachern has more than 26 years of investment experience.

Mr. Michael Kirkpatrick, Managing Director and Senior Portfolio Manager, has been a member of the Seix High Yield Fund’s management team since February 2007. Mr. Kirkpatrick focuses primarily on high yield bonds and loans and related securities held in the Fund. Mr. Kirkpatrick joined Seix Investment Advisors Inc., a predecessor of Seix, in 2002, where he served as a Senior High Yield Analyst. Mr. Kirkpatrick has more than 19 years of investment experience.

Mr. Brian Nold, M.D., Managing Director and Senior Portfolio Manager, has been a member of the Seix High Yield Fund’s management team since August 2007. Mr. Nold focuses primarily on high yield bonds and loans and related securities held in the Fund. Mr. Nold was a High Yield Research Analyst at Morgan Stanley prior to joining Seix Investment Advisors, Inc., a predecessor of Seix, in 2003. Mr. Nold has more than 10 years of investment experience.

Intermediate Bond Fund, Investment Grade Bond Fund, Limited Duration Fund, Limited-Term Federal Mortgage Securities Fund, Total Return Bond Fund and U.S. Government Securities Fund (collectively, the “Investment Grade Funds”)

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Seix utilizes a team management approach for the Investment Grade Funds for which it acts as Subadviser. Seix is organized into teams of portfolio managers and credit analysts along sectors and broad investment categories, including government securities, corporate bonds, securitized assets, high yield bonds, high yield loans, emerging market debt, non-U.S. securities and global currencies. The senior portfolio managers are responsible for security selection, portfolio structure and rebalancing, compliance with stated investment objectives, and cash flow monitoring.

Mr. James F. Keegan, Chief Investment Officer, has been a member of the Investment Grade Funds’ management team since March 2008, when he joined Seix. Mr. Keegan sets overall investment strategy and works with Mr. Troisi, Mr. Webb, Mr. Antiles and Mr. Rieger on sector allocation for the Investment Grade Funds. Prior to joining Seix, Mr. Keegan was a Senior Vice President at American Century Investments from February 2006 through March 2008, a private investor from July 2003 through January 2006, and the Chief Investment Officer of Westmoreland Capital Management, LLC from February 2002 through June 2003. Mr. Keegan has more than 27 years of investment experience.

Mr. Adrien Webb, CFA, Managing Director and Senior Portfolio Manager, has been a member of the Investment Grade Funds’ management team for several years. Mr. Webb focuses primarily on high grade corporate bonds and related securities held in the Investment Grade Funds. Mr. Webb joined Seix Investment Advisors, Inc., a predecessor of Seix, in 2000, where he served as Senior Portfolio Manager. Mr. Webb has co-managed the Intermediate Bond Fund since January 2002, the Investment Grade Bond Fund since July 2004, the Limited Duration Fund since February 2007, the Limited-Term Federal Mortgage Securities Fund since February 2007, the Total Return Bond Fund since January 2002 and the U.S. Government Securities Fund since February 2007. Mr. Webb has more than 15 years of investment experience.

Mr. Perry Troisi, Managing Director and Senior Portfolio Manager, has been a member of the Investment Grade Funds’ management team for several years. Mr. Troisi focuses primarily on United States government and agency bonds and related securities held in the Investment Grade Funds. Mr. Troisi joined Seix Investment Advisors, Inc., a predecessor of Seix, in 1999, where he served as Senior Portfolio Manager. Mr. Troisi has co-managed the Intermediate Bond Fund since January 2002, the Investment Grade Bond Fund since July 2004, the Limited Duration Fund since inception, the Limited-Term Federal Mortgage Securities Fund since February 2007, the Total Return Bond Fund since January 2002 and the U.S. Government Securities Fund since February 2007 He has more than 24 years of investment experience.

Mr. Michael Rieger, Managing Director and Portfolio Manager, has been a member of the Investment Grade Funds’ management team since 2007, when he joined Seix. Mr. Rieger focuses primarily on securitized assets including mortgage-backed and asset-backed securities held in the Investment Grade Funds. Prior to joining the Adviser in 2007, Mr. Rieger was a Managing Director at AIG Global Investments since 2005 and a Vice President from 2002 to 2005. Mr. Rieger has co-managed the Intermediate Bond Fund, the Investment Grade Bond Fund and the Limited Duration Fund since February 2007. He has co-managed the Limited-Term Federal Mortgage Securities Fund, the Total

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Return Bond Fund and the U.S. Government Securities Fund since May 2007. Mr. Rieger has more than 23 years of investment experience.

Mr. Seth Antiles, Ph.D., Managing Director and Portfolio Manager, has been a member of the management team for the Investment Grade Funds for several years. Mr. Antiles focuses on emerging market debt, foreign currency and related securities held in the Investment Grade Funds. Mr. Antiles joined the Adviser in 2005 as the Head of Emerging Markets. Prior to joining the Adviser, Mr. Antiles was a Director at Citigroup/Salomon Smith Barney since 1997. Mr. Antiles has co-managed the Intermediate Bond Fund since May 2005, the Investment Grade Bond Fund since May 2005, the Limited Duration Fund since March 2009, the Limited-Term Federal Mortgage Securities Fund since March 2009, the Total Return Bond Fund since February 2007 and the U.S. Government Securities Fund since March 2009. Mr. Antiles has more than 16 years investment experience.

Corporate Bond Fund

Mr. James F. Keegan, Chief Investment Officer, has been a member of the Corporate Bond Fund’s management team since March 2008, when he joined the management team of its predecessor Fund. Mr. Keegan sets overall investment strategy and works with Mr. Webb and Mr. Troisi on sector allocation for the Fund. Prior to joining Seix in 2008, Mr. Keegan was a Senior Vice President at American Century Investments from February 2006 through March 2008, a private investor from July 2003 through January 2006, and the Chief Investment Officer of Westmoreland Capital Management, LLC from February 2002 through June 2003. Mr. Keegan has more than 27 years of investment experience.

Mr. Adrien Webb, CFA, Managing Director and Senior Portfolio Manager, has been a member of the Corporate Bond Fund’s management team since July 2004, when he joined the management team of its predecessor Fund. Mr. Webb focuses primarily on high grade corporate bonds and related securities held in the Fund. Mr. Webb joined Seix Investment Advisors, Inc., a predecessor of Seix, in 2000, where he served as Senior Portfolio Manager. Mr. Webb has more than 15 years of investment experience.

Mr. Perry Troisi, Managing Director and Senior Portfolio Manager, has been a member of the Corporate Bond Fund’s management team since July 2004. Mr. Troisi focuses primarily on U.S. Treasury and agency obligations held in the Fund. Mr. Troisi joined Seix Investment Advisors, Inc., a predecessor of Seix, in 1999, where he served as Senior Portfolio Manager. He has more than 24 years of investment experience.

Seix Global Strategy Fund

Mr. James F. Keegan, Chief Investment Officer, has been a member of the Seix Global Strategy Fund’s management team since the Fund’s inception. Mr. Keegan sets overall investment strategy and works with Mr. Webb and Mr. Antiles on sector allocation for the Fund. Prior to joining Seix in 2008, Mr. Keegan was a Senior Vice President at American Century Investments from February 2006 through March 2008, a private investor from July 2003 through January 2006, and the Chief Investment Officer of

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Westmoreland Capital Management, LLC from February 2002 through June 2003. Mr. Keegan has more than 27 years of investment experience.

Mr. Adrien Webb, CFA, Managing Director and Senior Portfolio Manager, has been a member of the Seix Global Strategy Fund’s management team since the Fund’s inception. Mr. Webb focuses primarily on high grade corporate bonds and related securities held in the Fund. Mr. Webb joined Seix Investment Advisors, Inc., a predecessor of Seix, in 2000, where he served as Senior Portfolio Manager. Mr. Webb has more than 15 years of investment experience.

Mr. Seth Antiles, Ph.D., Managing Director and Portfolio Manager, has been a member of the Seix Global Strategy Fund’s management team since the Fund’s inception. Mr. Antiles focuses on emerging market debt, foreign currency and related securities held in the Fund. Mr. Antiles joined the Adviser in 2005 as the Head of Emerging Markets. Prior to joining the Adviser, Mr. Antiles was a Director at Citigroup/Salomon Smith Barney since 1997. Mr. Antiles has more than 16 years of investment experience.

Silvant Capital Management LLC (“Silvant”)
50 Hurt Plaza, Suite 1400,
Atlanta, Georgia 30303
www.silvantcapital.com

Silvant, a wholly-owned subsidiary of RidgeWorth, is an investment adviser registered with the SEC. The firm was established in 2008 after 24 years functioning as RidgeWorth’s growth style investment management team. As of June 30, 2010, Silvant had approximately $[ ] billion in assets under management.

Silvant focuses on managing growth equity products for a diverse range of institutional clients. Its philosophy is that consistent outperformance can be delivered by an investment process which is grounded in fundamental analysis and includes sophisticated risk management and stock selection techniques. Silvant’s investment team seeks to generate performance (alpha) through bottom-up stock selection, minimizing the potential impact of unintended style bias, sector bets, or macroeconomic risks relative to the primary benchmark.

The following individuals are primarily responsible for the day-to-day management of the following Funds.

Mr. Christopher Guinther currently serves as President and Chief Investment Officer of Silvant and served as Managing Director of the Adviser since February 2007. Prior to joining the Adviser, Mr. Guinther served as Institutional Small Cap Growth Portfolio Manager of Northern Trust Bank from September 2005 to January 2007, Small Cap Growth Portfolio Manager of Principal Financial Group from September 2003 to August 2005, and as One Group’s Small Cap Growth Co-Mutual Fund Manager of Banc One Investment Advisers from January 1996 to March 2003. He has co-managed the Large Cap Growth Stock Fund and, the Select Large Cap Growth Stock Fund since March 2007 and the Small Cap Growth Stock Fund since February 2007. He has more than 19 years of investment experience.

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Mr. Joe Ransom, CFA, currently serves as Managing Director of Silvant and served as Managing Director of the Adviser since June 2000. He has co-managed the Select Large Cap Growth Stock Fund since March 2007 after managing the Fund since January 2007. He has co-managed the Large Cap Growth Stock Fund since [ ]. He has more than 37 years of investment experience.

Mr. Michael A. Sansoterra currently serves as Managing Director of Silvant and served as Director of the Adviser since March 2007. Prior to joining the Adviser, Mr. Sansoterra served as Large Cap Diversified Growth Portfolio Manager and Senior Equity Analyst of Principal Global Investors from February 2003 through March 2007. He has co-managed the Large Cap Growth Stock Fund, the Select Large Cap Growth Stock Fund and the Small Cap Growth Stock Fund since March 2007. He has more than 15 years of investment experience.

StableRiver Capital Management LLC (“StableRiver”)
50 Hurt Plaza, Suite 1400,
Atlanta, Georgia 30303
www.stableriver.com

StableRiver, a wholly-owned subsidiary of RidgeWorth, is an investment adviser registered with the SEC. The firm was established in 2008 after 23 years functioning as RidgeWorth’s fixed income investment management team. As of June 30, 2010, StableRiver had approximately [$[     ] billion in assets under management.

StableRiver focuses on delivering high-quality fixed income strategies to institutional investors. As the name suggests, StableRiver has a firmly established, steadfast investment process that follows a predictable course of action — even in unpredictable market cycles. The firm’s multi-faceted strategy employs top-down management with bottom-up security selection incorporating comprehensive risk management and compliance systems.

StableRiver is responsible for managing the portfolios of the Funds on a day-to-day basis and selecting the specific securities to buy, sell and hold for the Funds under the supervision of the Adviser and the Board. A discussion regarding the basis for the Boards’ approval of the investment subadvisory agreement appears in the Funds’ annual report to shareholders for the period ending March 31, 2010.

The following individuals are primarily responsible for the day-to-day management of the following Funds

Mr. George E. Calvert, Jr. currently serves as Director of StableRiver and served as Vice President of the Adviser since August 2000. He has managed the Maryland Municipal Bond Fund and the Virginia Intermediate Municipal Bond Fund since August 2000. Mr. Calvert has more than 34 years of investment experience.

Mr. Ronald Schwartz, CFA, currently serves as Managing Director of StableRiver and served as Managing Director of the Adviser since July 2000. He has managed the High Grade Municipal Bond Fund and the

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Investment Grade Tax-Exempt Bond Fund since each Fund’s respective inception. He has more than 29 years of investment experience.

Mr. Chris Carter, CFA, currently serves as Director of StableRiver and served as Vice President of the Adviser since July 2003. He has managed the Georgia Tax-Exempt Bond Fund since August 2003 and the North Carolina Tax-Exempt Bond Fund since March 2005. Prior to joining the Adviser, Mr. Carter served as a Portfolio Manager and Assistant Portfolio Manager of Evergreen Investment Management Company from January 2002 to July 2003. He has more than 18 years of investment experience.

The Short-Term Bond Fund, the Short-Term U.S. Treasury Securities Fund, the Ultra-Short Bond Fund and the U.S. Government Securities Ultra-Short Bond Fund are each managed by a portfolio management team comprised of Mr. H. Rick Nelson, Mr. Robert W. Corner and Mr. Chad Stephens. Each member of the team is primarily responsible for the day-to-day management of the Funds and has authority over all aspects of the Funds’ investment portfolio, including selecting securities to purchase, sell or hold, developing the Funds’ investment strategies, portfolio construction techniques, portfolio risk assessment, and the management of daily cash flows.

Mr. H. Rick Nelson currently serves as Chief Executive Officer and Chief Investment Officer of StableRiver and served as Managing Director of the Adviser since March 2002. He has co-managed the Short-Term U.S. Treasury Securities Fund since January 2005, the Short-Term Bond Fund since January 2003, the Ultra-Short Bond Fund since July 2004 and the U.S. Government Securities Ultra-Short Bond Fund since July 2004. He has more than 29 years of investment experience.

Mr. Robert W. Corner currently serves as Managing Director of StableRiver and served as Managing Director of the Adviser since September 1996. He has co-managed the Ultra-Short Bond Fund and the U.S. Government Securities Ultra-Short Bond Fund since July 2004 and the Short Term Bond Fund since January 2003 after managing each respective Fund since its inception and has co-managed the Short-Term U.S. Treasury Securities Fund since March 2008. He has more than 21 years of investment experience.

Mr. Chad Stephens currently serves as Director of StableRiver and served as Vice President of the Adviser since December 2000. He has co-managed the Short-Term U.S. Treasury Securities Fund since January 2005, the Ultra-Short Bond Fund and the U.S. Government Securities Ultra-Short Fund since August 2006 and the Short-Term Bond Fund since March 2008. He has more than 20 years of investment experience.

Zevenbergen Capital Investments LLC (“ZCI”)
601 Union Street,
Seattle, Washington 98101
www.zci.com

ZCI, a minority-owned subsidiary of RidgeWorth, is an investment adviser registered with the SEC. The firm was established in 1987 and serves as sub-adviser to the RidgeWorth Aggressive Growth and

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Emerging Growth Funds. As of June 30, 2010, ZCI had approximately $[     ] billion in assets under management.

ZCI specializes in aggressive growth-equity investment advisory services for separately managed portfolios and mutual funds. ZCI’s investment philosophy and stock selection process, unchanged since its inception, operates under the principle that revenue, cash flow and earnings growth are the key determinants of long-term stock price appreciation. ZCI selects, buys and sells securities for the Aggressive Growth Stock Fund and the Emerging Growth Stock Fund.

The following individuals are primarily responsible for the day-to-day management of the Aggressive Growth Stock Fund and the Emerging Growth Stock Fund .

Ms. Nancy Zevenbergen, CFA, CIC, has served as President and Chief Investment Officer of ZCI since January 1987. She has co-managed the Funds since each Fund’s respective inception. She has more than 28 years of investment experience.

Ms. Brooke de Boutray, CFA, CIC, has served as Managing Director Portfolio Manager and Analyst of ZCI since 1992. She has co-managed the Funds since each Fund’s respective inception. She has more than 27 years of investment experience.

Ms. Leslie Tubbs, CFA, CIC, has served as Managing Director, Portfolio Manager and Analyst for ZCI since 1995. She has co-managed the Funds since each Fund’s respective inception. She has more than 15 years of investment experience.

Purchasing, Selling and Exchanging Fund Shares

This section tells you how to purchase, sell (sometimes called “redeem”)and exchange A Shares, B Shares, C Shares, R Shares, I Shares Institutional Shares and Corporate Trust Shares of the Funds. C Shares of the Prime Quality Money Market Fund are available only through exchanges of C Shares of other RidgeWorth Funds. C Shares of the Prime Quality Money Market Fund (i) are subject to a 1% contingent deferred sales charge (“CDSC”) of you redeem your shares within one year of the date you purchased the original RidgeWorth Fund C Shares and (ii) have higher annual expenses than A Shares of the Prime Quality Money Market Fund. Investors purchasing or selling shares through a pension or 401(k) plan should also refer to their Plan documents.

B shares are closed to purchases by new and existing investors. Existing shareholders, however, may still reinvest dividend and capital gain distributions in B Shares of the Funds and exchange B Shares of any Fund for B Shares of any other Fund, if applicable. The information below regarding how to purchase shares is intended for existing holders of B Shares.

Participants in retirement plans must contact their Employee Benefits Office or their Plan’s Administrator for information regarding the purchase, redemption or exchange of shares. Plans may require separate documentation and the plan’s policies and procedures may be different than those

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described in this prospectus. Participants should contact their employee benefits office or plan administrator for questions about their specific accounts.

If your I Shares are held in a retirement plan account, the rules and procedures you must follow as a plan participant regarding the purchase, redemption or exchange of I Shares may be different from those described in this prospectus. Review the information you have about your retirement plan (e.g., the SunTrust 401(k) Summary Plan Description) and contact the SunTrust Benefits Service Center (BENE) at 1-800-818-2363 for specific questions about your account.

How to Purchase Fund Shares

Purchasing A Shares and C Shares

You may purchase A Shares and C Shares of the Funds through financial institutions or intermediaries that are authorized to place transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for Fund share transactions. Your financial institution or intermediary may charge a fee for its services, in addition to the fees charged by a Fund. You will also generally have to address your correspondence or questions regarding a Fund to your financial institution or intermediary.

Your investment professional can assist you in opening a brokerage account that will be used for purchasing shares of RidgeWorth Funds.

Shareholders who purchase shares directly from the Funds may purchase additional Fund shares by:

• Mail

• Telephone (1-888-784-3863)

• Wire

• Fax (1-800-451-8377)

• Automated Clearing House (“ACH”)

The Funds do not accept cash, credit card checks, third-party checks, travelers’ checks, money orders, bank starter checks, or checks drawn in a foreign currency, as payment for Fund shares.

If you pay with a check or ACH transfer that does not clear or if your payment is not received in a timely manner, your purchase may be canceled. You will be responsible for any losses or expenses incurred by the Fund or transfer agent, and the Fund can redeem shares you own in this or another identically registered RidgeWorth Funds account as reimbursement.

Purchasing R Shares

R Shares are designed to be sold only through various third-party intermediaries that offer employer-sponsored defined contribution retirement plans and other retirement plan platforms including

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brokers, dealers, banks, insurance companies, retirement plan record-keepers and others. R Shares require an agreement with the Funds prior to investment. The intermediary may charge a fee for its services. Please consult your intermediary to find out about how to purchase R Shares of the Funds.

R Shares may also be purchased by shareholders of the Intermediate Bond Fund and Total Return Bond Fund who owned C Shares in the applicable Fund on February 12, 2009 and by shareholders of the Investment Grade Bond Fund, the High Income Fund, and the Seix High Yield Fund who owned C Shares in the applicable Fund on July 31, 2009.

Purchasing I Shares

The Funds offer I Shares to financial institutions and intermediaries for their own accounts or for the accounts of customers for whom they may act as fiduciary agent, investment adviser, or custodian. These accounts primarily consist of:

• assets of a bona fide trust,

• assets of a business entity possessing a tax identification number,

• assets of an employee benefit plan,

• assets held within select fee-based programs, or

• assets held within certain non-discretionary intermediary no-load platforms.

Employee benefit plans generally include profit sharing, 401(k) and 403(b) plans. Employee benefit plans generally do not include IRAs; SIMPLE, SEP, SARSEP plans; plans covering self-employed individuals and their employees or health savings accounts unless you, as a customer of a financial institution or intermediary, meet the Funds’ established criteria as described above.

As a result, you, as a customer of a financial institution or intermediary, may, under certain circumstances that meet the Funds’ established criteria, be able to purchase I Shares through accounts made with select financial institutions or intermediaries. I Shares will be held of record by (in the name of) your financial institution or intermediary. Depending upon the terms of your account, you may have, or be given, the right to vote your I Shares. Financial institutions or intermediaries may impose eligibility requirements for each of their clients or customers investing in the Funds, including investment minimum requirements, which may differ from those imposed by the Funds. Please contact your financial institution or intermediary for complete details for purchasing I Shares.

I Shares may also be purchased directly from the Funds by officers, directors or trustees, and employees and their immediate families (strictly limited to current spouses/domestic partners and dependent children) of:

• RidgeWorth Funds,

• Subadvisers to the RidgeWorth Funds, or

• SunTrust Banks, Inc. and its subsidiaries.

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Validation of current employment/service will be required upon establishment of the account. The Funds, in their sole discretion, may determine if an applicant qualifies for this program.

In-Kind Purchases — I Shares

Payment for I Shares of a Fund may, in the discretion of the Adviser, be made in the form of securities that are permissible investments for such Fund. In connection with an in-kind securities payment, a Fund will require, among other things, that the securities (a) meet the investment objectives and policies of the Fund; (b) are acquired for investment and not for resale; (c) are liquid securities that are not restricted as to transfer either by law or liquidity of markets; (d) have a value that is readily ascertainable (e.g., by a listing on a nationally recognized securities exchange); and (e) are valued on the day of purchase in accordance with the pricing methods used by the Fund. For further information about this form of payment, please call 1-888-784-3863.

Purchasing Institutional Shares

The Funds offer Institutional Shares exclusively to financial institutions and intermediaries for their own accounts or for the accounts of customers for which they act as fiduciary agent, investment adviser, or custodian and which consist of:

• assets of a bona fide trust, or

• assets of a business entity possessing a tax identification number.

Shares are sold without a sales charge, although institutions may charge their customers for services provided in connection with the purchase of shares. Institutional shares will be held of record by (in the name of) your institution. Depending upon the terms of your account, however, you may have, or be given, the right to vote your Institutional Shares.

Purchasing Corporate Trust Shares

The Fund offers Corporate Trust Shares only to accounts of various financial intermediaries with whom the Fund has certain agreements (“Intermediaries”). Shares are sold without a sales charge. Corporate Trust Shares will be held of record by (in the name of) the Intermediary. Depending upon the terms of your account, however, you may have, or be given, the right to vote your Corporate Trust Shares.

When Can You Purchase Shares? — A Shares, C Shares, R Shares, I Shares, Institutional Shares and Corporate Trust Shares

The Funds are open for business on days when the New York Stock Exchange (the “NYSE”) is open for regular trading (a “Business Day”). In the case of the Money Market Funds, the Federal Reserve Bank of New York (the “Fed”) must also be open for settlement. The RidgeWorth Funds reserve the right to open one or more Fixed Income or Money Market Funds on days that the principal bond markets (as recommended by the Bond Market Association) are open and, in the case of the Money Market Funds, the Fed is open for settlement even if the NYSE is closed. Each Fund (except the Institutional Cash

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Management Money Market Fund) calculates its net asset value per share (“NAV”) once each Business Day at the close of regular trading on the NYSE (normally 4:00 p.m. Eastern Time). The Institutional Cash Management Money Market Fund calculates its NAV at 5:00 p.m. Eastern Time.

If an Equity, Asset Allocation or Fixed Income Fund or its authorized agent receives your purchase or redemption request in proper form before 4:00 p.m., Eastern Time, your transaction will be priced at that Business Day’s NAV. If your request is received after 4:00 p.m., it will be priced at the next Business Day’s NAV. For you to be eligible to receive dividends declared on the day you submit your purchase order, a Money Market Fund or its authorized agent must receive your purchase order in proper form before 3:00 p.m. Eastern Time and must receive federal funds (readily available funds) before 6:00 p.m. Eastern Time. Otherwise, your purchase order will be effective the following Business Day, as long as the Money Market Fund receives federal funds before calculating its NAV the following day.

In the case of Money Market Funds for you to be eligible to receive dividends declared on the day you submit your purchase order, each Money Market Fund or its authorized agent must receive your purchase order in proper form before the time shown in the table below and must receive federal funds (readily available funds) before 6:00 p.m. Eastern Time. Otherwise, your purchase order will be effective the following Business Day, as long as the Fund receives federal funds before calculating its NAV the following day.

Fund	Time (Eastern Time)
Institutional Municipal Cash Reserve Money Market Fund	10:30 a.m.
Tax-Exempt Money Market Fund	10:30 a.m.
Virginia Tax-Free Money Market Fund	10:30 a.m.
Institutional U.S. Government Securities Money Market Fund	3:00 p.m.
Institutional U.S. Treasury Securities Money Market Fund	3:00 p.m.
Prime Quality Money Market Fund	3:00 p.m.
U.S. Government Securities Money Market Fund	3:00 p.m.
U.S. Treasury Money Market Fund	3:00 p.m.
Institutional Cash Management Money Market Fund	5:00 p.m.

The time at which transactions and shares are priced and the time until which orders are accepted may be changed if the NYSE closes early or if the principal bond markets close early on days when the NYSE is closed. For those Funds that open on days when the NYSE is closed, these times will be the time the principal bond markets close.

The Funds will not accept orders that request a particular day or price for the transaction or any other special conditions.

You may be required to transmit your purchase sale and exchange orders to your financial institutions or intermediaries at an earlier time for your transaction to become effective that day. This allows the financial institution or intermediary time to process your order and transmit it to the transfer agent in time to meet the above stated Fund cut-off times. For more

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information about how to purchase, sell or exchange Fund shares, including a specific financial institution’s or intermediary’s internal order entry cut-off times, please contact your financial institution or intermediary directly.

A Fund may reject any purchase order.

How the Funds Calculate NAV – A Shares, B Shares, C Shares, R Shares, I Shares, Institutional Shares, and Corporate Trust Shares

NAV is calculated by adding the total value of a Fund’s investments and other assets, subtracting its liabilities, and then dividing that figure by the number of outstanding shares of the Fund.

In calculating NAV, each Fund (except the Money Market Funds) generally values its investment portfolio at market price. The Allocation Strategies value their Underlying Funds at the NAV reported by those Underlying Funds and other portfolio securities are generally valued at market price. In calculating NAV for each Money Market Fund, each Fund generally values its investment portfolio using the amortized cost valuation method, which is described in detail in the SAI. If market prices are not readily available or a Fund reasonably believes that market prices or amortized cost valuation method are unreliable, such as in the case of a security value that has been materially affected by events occurring after the relevant market closes, a Fund is required to price those securities at fair value as determined in good faith using methods approved by the Board. A Fund’s determination of a security’s fair value price often involves the consideration of a number of subjective factors, and is therefore subject to the unavoidable risk that the value that a Fund assigns to a security may be higher or lower than the security’s value would be if a reliable market quotation for the security was readily available. Each Money Market Fund expects its NAV to remain constant at $1.00 per shares, although the Fund cannot guarantee this.

Although the Equity Funds, except the International Equity Fund, International Equity Index Fund and the International Equity 130/30 Fund invest primarily in the stocks of U.S. companies that are traded on U.S. exchanges, there may be limited circumstances in which a Fund would price securities at fair value – for example, if the exchange on which a portfolio security is principally traded closed early or if trading in a particular security was halted during the day and did not resume prior to the time a Fund calculated its NAV.

When valuing fixed income securities with remaining maturities of more than 60 days, the Funds use the value of the security provided by pricing services. The values provided by a pricing service may be based upon market quotations for the same security, securities expected to trade in a similar manner, or a pricing matrix. When valuing fixed income securities with remaining maturities of 60 days or less, the Funds use the security’s amortized cost. Amortized cost and the use of a pricing matrix in valuing fixed income securities are forms of fair value pricing. Fair value prices may be determined in good faith using methods approved by the Board. Each Money Market Fund expects its NAV to remain constant at $1.00 per share, although a Fund cannot guarantee this.

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With respect to non-U.S. securities held by a Fund, the Fund may take factors influencing specific markets or issues into consideration in determining the fair value of a non-U.S. security. International securities markets may be open on days when the U.S. markets are closed. In such cases, the value of any international securities owned by a Fund may be significantly affected on days when investors cannot buy or sell shares. In addition, due to the difference in times between the close of the international markets and the time a Fund prices its shares, the value the Fund assigns to securities generally will not be the same as the primary markets or exchanges. In determining fair value prices, a Fund may consider the performance of securities on their primary exchanges, foreign currency appreciation/depreciation, securities market movements in the U.S., or other relevant information as related to the securities.

The prices for many securities held by the Funds are provided by independent pricing services approved by the Board.

Minimum/Maximum Purchases — A Shares, C Shares and I Shares

To purchase A Shares or C Shares for the first time, you must invest in any Fund at least:

Class	Dollar Amount
A Shares	$2,000
C Shares	$5,000 ($2,000 for IRA or other tax qualified accounts)

Purchases of C Shares of the Prime Quality Money Market Fund requested in an amount of $1,000,000 or more will automatically be made in A Shares of that Fund.

Purchases of C Shares of the Short-Term U.S. Treasury Securities Fund requested in an amount of $100,000 or more will be automatically made in A Shares of that Fund. Purchases of C Shares of the Limited-Term Federal Mortgage Securities Fund or the Short-Term Bond Fund requested in an amount of $250,000 or more will be automatically made in A Shares of that Fund. Purchases of C Shares of any other Fund requested in an amount of $1,000,000 or more will automatically be made in A Shares of that Fund.

Your subsequent investments must be made in amounts of at least $1,000 or, if you pay by a statement coupon, $100. The Funds may accept investments of smaller amounts for either class of shares at its discretion.

For investors who qualify to purchase R Shares and I Shares, there are no minimum or maximum requirements for initial or subsequent purchases.

Systematic Investment Plan — A Shares and C Shares

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If you have a checking or savings account with a bank, you may purchase A Shares and C Shares automatically through regular deductions from your bank account. With a $500 minimum initial investment, you may begin regularly-scheduled investments of $50 or more once or twice a month. If you are buying C Shares, you should plan on investing at least $5,000 per Fund during the first two years. The Funds may close your account if you do not meet this minimum investment requirement at the end of two years.

Minimum Purchases – Institutional Shares

To purchase Institutional Shares for the first time, you must invest at least $5,000,000 for the Institutional Municipal Cash Reserve Money Market Fund and $10,000,000 for the other Institutional Money Market Funds. Institutions that have multiple qualifying accounts (e.g., a pension plan and a foundation) may aggregate those accounts to meet minimum purchase requirements. A Fund may accept investments of smaller amounts at its discretion.

In-Kind Purchases – Money Market Funds

Payment for shares of a Money Market Fund may, in the discretion of the Adviser, be made in the form of securities that are permissible investments for such Fund. In connection with an in-kind securities payment, a Money Market Fund will require, among other things, that the securities (a) meet the investment objectives and policies of the Fund; (b) are acquired for investment and not for resale; (c) are liquid securities that are not restricted as to transfer either by law or liquidity of markets; (d) have a value that is readily ascertainable (e.g., by a listing on a nationally recognized securities exchange); and (e) are valued on the day of purchase in accordance with the pricing methods used by the Fund. For further information about this form of payment, please call 1-888-784-3863.

Customer Identification
Foreign Investors

To purchase A Shares, C Shares and R Shares of the Funds, you must be a U.S. citizen, a U.S. resident alien, or a U.S. entity, with a U.S. tax identification number, and reside in the U.S. or its territories (which includes U.S. military APO or FPO addresses). If you owned shares on July 31, 2006, you may keep your account open even if you do not reside in the U.S. or its territories, but you may not make additional purchases or exchanges.

The Funds do not generally accept investments in I Shares, Institutional Shares or Corporate Trust Shares by non-U.S. citizens or entities. Investors in I Shares, Institutional Shares or Corporate Trust Shares generally must reside in the U.S. or its territories (which includes U.S. military APO or FPO addresses) and have a U.S. tax identification number.

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Customer Identification and Verification

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account.

When you open an account, you will be asked to provide your name, residential street address, date of birth, Social Security Number or tax identification number. You may also be asked for other information that will allow us to identify you. Entities are also required to provide additional documentation. This information will be verified to ensure the identity of all persons opening a mutual fund account.

In certain instances, the Funds are required to collect documents to fulfill their legal obligation. Documents provided in connection with your application will be used solely to establish and verify a customer’s identity.

The Funds are required by law to reject your new account application if the required identifying information is not provided. Attempts to collect the missing information required on the application will be performed by either contacting you or, if applicable, your broker. If this information is unable to be obtained within a timeframe established in the sole discretion of the Funds, your application will be rejected.

Upon receipt of your application in proper form (or upon receipt of all identifying information required on the application), your investment will be accepted and your order will be processed at the NAV next determined.

However, the Funds reserve the right to close your account at the then-current day’s price if the Funds are unable to verify your identity. Attempts to verify your identity will be performed within a timeframe established in the sole discretion of the Funds. If the Funds are unable to verify your identity, the Funds reserve the right to liquidate your account at the then-current day’s price and remit proceeds to you via check. The Funds reserve the further right to hold your proceeds until your original check clears the bank. In such an instance, you may be subject to a gain or loss on Fund shares and will be subject to corresponding tax implications.

Anti-Money Laundering Program

Customer identification and verification is part of the Funds’ overall obligation to deter money laundering under federal law. The Funds have adopted an anti-money laundering compliance program designed to prevent the Funds from being used for money laundering or the financing of terrorist activities. In this regard, the Funds reserve the right to (i) refuse, cancel or rescind any purchase or exchange order, (ii) freeze any account and/or suspend account services, or (iii) involuntarily redeem your account in cases of threatening conduct or suspected fraudulent or illegal activity. These actions will be taken when, in the sole discretion of Fund management, they are deemed to be in the best interest of the Funds or in cases when the Funds are requested or compelled to do so by governmental or law enforcement authority.

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Sales Charges — A Shares and C Shares
Front-End Sales Charges — A Shares

The offering price of A Shares is the NAV next calculated after a Fund receives your request in proper form, plus the front-end sales charge.

The amount of any front-end sales charge included in your offering price varies, depending on the amount of your investment

Value Equity Funds
Large Cap Value Equity Fund
Mid-Cap Value Equity Fund
Small Cap Value Equity Fund
Core Equity Funds
Large Cao Core Equity Fund
Mid-Cap Core Equity Fund
Growth Equity Funds
Aggressive Growth Stock Fund
Emerging Growth Stock Fund
Large Cap Growth Stock Fund
Select Large Cap Growth Stock Fund
Small Cap Growth Stock Fund
International and Alternative Funds
International Equity Fund
International Equity Index Fund
Large Cap Quantitative Equity Fund
International Equity 130/30 Fund
Real Estate 130/30 Fund
U.S. Equity 130/30 Fund
Asset Allocation Funds
Aggressive Growth Allocation Strategy
Growth Allocation Strategy
Moderate Allocation Strategy

	Your Sales Charge as			Your Sales Charge
	a Percentage of			as a Percentage of
If Your Investment is:	Offering Price*			Your Net Investment
Less than $50,000		5.75	%		6.10	%
$50,000 but less than $100,000		4.75	%		4.99	%
$100,000 but less than $250,000		3.75	%		3.90	%
$250,000 but less than $500,000		2.50	%		2.56	%

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	Your Sales Charge as			Your Sales Charge
	a Percentage of			as a Percentage of
If Your Investment is:	Offering Price*			Your Net Investment
$500,000 but less than $1,000,000		2.00	%		2.04	%
$1,000,000 and over	None			None

* The distributor may pay a percentage of the offering price as a commission to broker-dealers. While investments over $1,000,000 are not subject to a front-end sales charge, the distributor may pay dealer commissions ranging from 0.25% to 1.00%.

Investment Grade Funds
Corporate Bond Fund
Intermediate Bond Fund
Investment Grade Bond Fund
Seix Global Strategy Fund
Total Return Bond Fund
U.S. Government Securities Fund
High Yield Funds
High Income Fund
Seix High Yield Fund
Municipal Bond Funds
Georgia Tax-Exempt Bond Fund
High Grade Municipal Bond Fund
Investment Grade Tax-Exempt Bond Fund
Maryland Municipal Bond Fund
North Carolina Tax-Exempt Bond Fund
Virginia Intermediate Municipal Bond Fund]
Asset Allocation Funds
Conservative Allocation Strategy

	Your Sales			Your Sales
	Charge as a			Charge as a
	Percentage of			Percentage of
	Offering			Your Net
If Your Investment is:	Price*			Investment
Less than $50,000		4.75	%		4.99	%
$50,000 but less than $100,000		4.50	%		4.71	%
$100,000 but less than $250,000		3.50	%		3.63	%
$250,000 but less than $500,000		2.50	%		2.56	%
$500,000 but less than $1,000,000		2.00	%		2.04	%
$1,000,000 and over	None			None

* The Distributor may pay a percentage of the offering price as a commission to broker-dealers. While investments over $1,000,000 are not subject to a front-end sales charge, the Distributor may pay dealer commissions ranging from 0.25% to 1.00%.

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Investment Grade Funds
Limited-Term Federal Mortgage Securities Fund
High Yield Funds
Seix Floating Rate High Income Fund
Short Duration Funds
Short-Term U.S. Treasury Securities Fund
Short-Term Bond Fund

	Your Sales Charge			Your Sales Charge
	as a Percentage of			as a Percentage of
If Your Investment is:	Offering Price*			Your Net Investment
Less than $50,000		2.50	%		2.56	%
$50,000 but less than $100,000		2.25	%		2.30	%
$100,000 but less than $250,000		2.00	%		2.04	%
$250,000 but less than $500,000		1.75	%		1.78	%
$500,000 but less than $1,000,000		1.50	%		1.52	%
$1,000,000 and over	None			None

* The Distributor may pay a percentage of the offering price as a commission to broker-dealers. While investments over $1,000,000 are not subject to a front-end sales charge, the Distributor may pay dealer commissions ranging from 0.25% to 1.00%.

Merrill Lynch Pierce Fenner & Smith, Inc. (“Merrill Lynch”) receives an additional 0.25% of the front-end sales charge of A Shares of certain Funds.

Investments of $1,000,000 or more. You do not pay an initial sales charge when you buy $1,000,000 or more of A Shares (excluding A Shares of RidgeWorth Money Market Funds) in either a single investment or through our rights of accumulation, letter of intent, or combined purchase/quantity discount programs. However, you will pay a deferred sales charge of 1.00% if you redeem any of these A Shares within one year of purchase. The deferred sales charge is calculated based on the lessor of (1) the NAV of the shares at the time of purchase or (2) NAV of the shares next calculated after the Fund receives your redemption request. The deferred sales charge does not apply to shares you purchase through reinvestment of dividends or capital gains distributions.

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Waiver of Front-End Sales Charge — A Shares

The front-end sales charge will be waived on A Shares purchased:

• through reinvestment of dividends and distributions;

• through an account managed by an affiliate of the Adviser;

• by persons repurchasing shares they redeemed within the last 180 days (see “Repurchase of A Shares”);

• by employees, and members of their immediate family (spouse, mother, father, mother-in-law, father-in-law, and children (including step-children) under the age of 21 years), of the Adviser and its affiliates;

• by current RidgeWorth Funds shareholders reinvesting distributions from qualified employee benefit retirement plans and rollovers from individual retirement accounts (IRAs);

• by persons investing an amount less than or equal to the value of an account distribution when an account for which a bank affiliated with the Adviser acted in a fiduciary, administrative, custodial or investment advisory capacity is closed; or

• through dealers, retirement plans, asset allocation and wrap programs and financial institutions that, under their dealer agreements with the Distributor or otherwise, do not receive any portion of the front-end sales charge; or

• by Trustees of the RidgeWorth Funds.

Repurchase of A Shares

You may repurchase any amount of A Shares of any Fund at NAV (without the normal front-end sales charge), up to the limit of the value of any amount of A Shares (other than those which were purchased with reinvested dividends and distributions) that you redeemed within the past 180 days. In effect, this allows you to reacquire shares that you may have had to redeem, without re-paying the front-end sales charge. Such repurchases may be subject to special tax rules. See the section on Taxes in the SAI for more information. To exercise this privilege, the Funds must receive your purchase order within 180 days of your redemption. In addition, you must notify the Fund when you send in your purchase order that you are repurchasing shares.

Reduced Sales Charges — A Shares

Rights of Accumulation. You may take into account your accumulated holdings in all share classes of RidgeWorth Funds (excluding RidgeWorth Funds Money Market Funds) to determine the initial sales charge you pay on each purchase of A Shares. In calculating the appropriate sales charge rate, this right allows you to add the market value (at the close of business on the day of the current purchase) of your existing holdings in any class of shares to the amount of A Shares you are currently purchasing. The Funds may amend or terminate this right at any time. Please see the SAI for details.

Letter of Intent. A Letter of Intent allows you to purchase shares over a 13-month period and receive the same sales charge as if you had purchased all the shares at the same time.

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The Funds will hold a certain portion of your investment in escrow until you fulfill your commitment. Please see the SAI for details.

Combined Purchase/Quantity Discount Privilege. When calculating the appropriate sales charge rate, the Funds will combine same day purchases of shares of any class made by you, your spouse and your minor children (under age 21). This combination also applies to A Shares you purchase with a Letter of Intent.

You can also obtain this information about sales charges, rights of accumulation and Letters of Intent on the Funds’ website at www.ridgeworthfunds.com.

Contingent Deferred Sales Charge (“CDSC”) – B Shares

You do not pay a sales charge when you purchase B Shares. However, if you redeem your shares within five years of purchase, you will generally pay a CDSC on these shares according to the following schedule:

	CDSC as a Percentage of
	Original Purchase Amount
Years After Purchase	Subject to Charge
0 to 1 Year		5	%
1 to 2 Years		4	%
2 to 3 Years		4	%
3 to 4 Years		3	%
4 to 5 Years		2	%
5 Years+*		0	%

* B Shares automatically convert to A Shares after eight years.

The CDSC does not apply to share price appreciation or shares acquired through dividend or capital gains distribution reinvestment. To minimize the CDSC, shares not subject to any charge will be redeemed first, followed by shares held longest (therefore having the lowest CDSC).

Contingent Deferred Sales Charges (“CDSC”) — C Shares

You do not pay a sales charge when you purchase C Shares. The offering price of C Shares is simply the next calculated NAV. But, if you sell your shares within the first year after your purchase, you will pay a CDSC equal to 1% of either (1) the NAV of the shares at the time of purchase, or (2) NAV of the shares next calculated after the Funds receive your sale request, whichever is less. The Funds will use the first-in, first-out (FIFO) method to determine the holding period. So, you never pay a CDSC on any increase in your investment above the initial offering price. The CDSC does not apply to shares you purchase through reinvestment of dividends or distributions or to exchanges of C Shares of one Fund for C Shares of another Fund.

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Waiver of CDSC

The CDSC will be waived if you sell your C Shares for the following reasons:

• Death or Post-purchase Disablement (as defined in Section 72(m)(7) of the Internal Revenue Code)

– You are shareholder/joint shareholder or participant/beneficiary of certain retirement plans;

– You die or become disabled after the account is opened;

– Redemption must be made within 1 year of such death/disability;

– The Funds must be notified in writing of such death/disability at time of redemption request;

– The Funds must be provided with satisfactory evidence of death (death certificate) or disability (doctor’s certificate specifically referencing disability as defined in 72(m)(7) referenced above).

• Shares purchased through dividend and capital gains reinvestment.

• Participation in the Systematic Withdrawal Plan described below:

– Withdrawal not to exceed 10% of the current balance of a Fund in a 12 month period, the 10% amount will be calculated as of the date of the initial Systematic Withdrawal Plan and recalculated annually on the 12 month anniversary date. Shares purchased through dividend or capital gains reinvestment, although not subject to the CDSC, will be included in calculating the account value and 10% limitation amount;

– If the total of all Fund account withdrawals (Systematic Withdrawal Plan or otherwise) exceeds the 10% limit within the 12 month period following the initial calculation date, the entire Systematic Withdrawal Plan for the period will be subject to the applicable sales charge, in the initial year of a Systematic Withdrawal Plan, the withdrawal limitation period shall begin 12 months before the initial Systematic Withdrawal Plan payment;

– To qualify for the CDSC waiver under the Systematic Withdrawal Plan a Fund account must have a minimum of $25,000 at Systematic Withdrawal Plan inception and must also reinvest dividends and capital gains distributions.

• Required mandatory minimum withdrawals made after 70 ¹/2 under any retirement plan qualified under IRS Code Section 401, 408 or 403(b) or resulting from the tax free return of an excess distribution to an Individual Retirement Account (IRA). Satisfactory qualified plan documentation to support any waiver includes employer letter (separation from services) and plan administrator certificate (certain distributions under plan requirements).

• Permitted exchanges of shares, except if shares acquired by exchange are then redeemed within the period during which a CDSC would apply to the initial shares purchased.

• Exchanges in connection with plans of Fund reorganizations such as mergers and acquisitions.

To take advantage of any of these waivers, you must qualify in advance. To see if you qualify, please call your investment professional or other investment representative. These waivers are subject to change or elimination at any time at the discretion of the Funds.

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The C Shares CDSC will be waived for certain retirement plan providers that have entered into administrative agreements with the Funds. Please see the SAI for more information on this program.

Offering Price of Fund Shares — A Shares, C Shares, R Shares and I Shares

The offering price of A Shares is the NAV next calculated after the transfer agent receives your request, in proper form, plus any front-end sales charge. The offering price of C Shares, R Shares and I Shares is simply the next calculated NAV.

You can also obtain this information about sales charges, rights of accumulation and letters of intent on the Funds’ website at www.ridgeworth.com.

How to Sell Your Fund Shares

You may sell your shares on any Business Day by contacting your financial institution or intermediary. Your financial institution or intermediary will give you information about how to sell your shares including any specific cut-off times required.

Holders of Institutional Shares may sell shares by following the procedures established when they opened their account or accounts with the Funds or with their financial institution or intermediary. Holders of Corporate Trust Shares may sell shares on any Business Day by contacting their Intermediary. The Intermediary will provide information about how to sell shares including any specific cut-off times required. The sale price of each share will be the NAV next determined after the Funds receive your request in proper form.

Redemption orders must be received by the Funds on a Business Day before 10:30 a.m., Eastern Time for the Institutional Municipal Cash Reserve Money Market Fund, before 3:00 p.m., Eastern Time for the Institutional U.S. Government Securities Money Market Fund and the Institutional U.S. Treasury Securities Money Market Fund and before 5:00 p.m. Eastern Time for the Institutional Cash Management Money Market Fund. Orders received after these times will be executed the following Business Day.

Selling A Shares, B Shares and C Shares

If you own your A Shares, B Shares or C Shares through an account with a broker or other financial institution or intermediary, contact that broker, financial institution or intermediary to sell your shares. Your broker, financial institution or intermediary may charge a fee for its services, in addition to the fees charged by the Funds.

Shareholders who purchased shares directly from the Funds may sell their Fund Shares by:

• Mail

• Telephone (1-888-784-3863)

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• Wire

• Fax (1-800-451-8377)

• ACH

Selling R Shares

Please consult your intermediary to find out about how to sell your R Shares of the Funds.

Selling I Shares

You may sell your I Shares on any Business Day by contacting your financial institution or intermediary. Your financial institution or intermediary will give you information about how to sell your shares including any specific cut-off times required.

Holders of I Shares may sell shares by following the procedures established when they opened their account or accounts with the Funds or with their financial institution or intermediary. The sale price of each share will be the next NAV determined after the Funds receive your request in proper form.

Redemption orders must be received by the Prime Quality Money Market Fund on any Business Day before 3:00 p.m., Eastern Time. Orders received after 3:00 p.m., Eastern Time will be executed the following Business Day.

A Medallion Signature Guarantee ^?  - A Shares, B Shares, C Shares, R Shares and I Shares

A Medallion Signature Guarantee by a bank or other financial institution (a notarized signature is not sufficient) is required to redeem shares:

• made payable to someone other than the registered shareholder;

• sent to an address or bank account other than the address or bank account of record; or

• sent to an address or bank account of record that has been changed within the last 15 calendar days.

Other documentation may be required depending on the registration of the account.

 ?  Medallion Signature Guarantee: A Medallion Signature Guarantee verifies the authenticity of your signature and helps ensure that changes to your account are in fact authorized by you. A Medallion Signature Guarantee may be obtained from a domestic bank or trust company, broker, dealer, clearing agency, savings association or other financial institution participating in a Medallion Program recognized by the Securities Trading Association. Signature guarantees from financial institutions that do not reflect one of the following are not part of the program and will not be accepted. The acceptable Medallion programs are Securities Transfer Agents Medallion Program, (STAMP), Stock Exchange Medallion Program, (SEMP), or the New York Stock Exchange, Inc. Medallion Program, (NYSE MSP). Contact your local financial adviser or institution for further assistance.

Sale Price of Fund Shares — A Shares, B Shares, C Shares, R Shares and I Shares

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The sale price of each share will be the next NAV determined after the Funds receive your request, in proper form, less, in the case of B Shares and C Shares, any applicable CDSC.

Redemption orders must be received by the Funds on a Business Day before 10:30 a.m., Eastern Time for the Institutional Municipal Cash Reserve Money Market Fund, the Tax-Exempt Money Market Fund and the Virginia Tax-Free Money Market Fund or before 3:00 p.m., Eastern Time for the Institutional U.S. Government Securities Money Market Fund, the Institutional U.S. Treasury Securities Money Market Fund, Prime Quality Money Market Fund, the U.S. Government Securities Money Market Fund and the U.S. Treasury Money Market Fund, and before 5:00 p.m. Eastern Time for the Institutional Cash Management Money Market Fund. Orders received after these times will be executed the following Business Day.

Systematic Withdrawal Plan — A Shares, B Shares and C Shares

If you have at least $10,000 in your account, you may use the systematic withdrawal plan. Under the plan you may arrange monthly, quarterly, semi-annual or annual automatic withdrawals of at least $50 from any Fund. The proceeds of each withdrawal will be mailed to you by check or, if you have a checking or savings account with a bank, may be electronically transferred to your account. Please check with your bank. Withdrawals under the Systematic Withdrawal Plan may be subject to a CDSC unless they meet the requirements described above under “Waiver of the CDSC.”

Receiving Your Money – A Shares, B Shares, C Shares, R Shares and I Shares

Normally, the Funds will send your sale proceeds within five Business Days after the Funds receive your request, but a Fund may take up to seven days to pay the sale proceeds if making immediate payments would adversely affect the Fund (for example, to allow the Fund to raise capital in the case of a large redemption). Your proceeds from the sale of A Shares, B Shares or C Shares can be wired to your bank account (subject to a fee) or sent to you by check. If you recently purchased your A Shares or C Shares by check or through ACH, redemption proceeds may not be available until your funds have cleared (which may take up to 15 calendar days from your date of purchase).

Under normal circumstances, if the Prime Quality Money Market Fund, the Tax-Exempt Money Market Fund, the U.S. Government Securities Money Market Fund, the U.S. Treasury Money Market Fund and the Virginia Tax-Free Money Market Fund receive your order before the Fund’s cut-off time (as set forth under “ How to Sell Your Fund Shares ”), the Fund will make available to you the proceeds that same business day, by wire. Otherwise, except as permitted by federal securities laws your redemption proceeds will be paid within seven days after the Fund receives the redemption request in good order.

Receiving Your Money – Institutional and Corporate Trust Shares

Under normal circumstances, if a Fund receives your order before the Fund’s cut-off time (as set forth under “How to Sell Your Fund Shares”), the Fund will make available to you the proceeds that same

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business day, by wire. Otherwise, except as permitted by federal securities laws your redemption proceeds will be paid within seven days after the Fund receives the redemption request in good order.

Redemptions In Kind – A Shares, B Shares, C Shares, R Shares and I Shares

The Funds generally pay redemption proceeds in cash. However, under unusual conditions that make the payment of cash unwise (and for the protection of the Funds’ remaining shareholders), the Funds might pay all or part of your redemption proceeds in liquid securities with a market value equal to the redemption price (redemption in kind). It is highly unlikely that your shares would ever be redeemed in kind, but if they were you would probably have to pay transaction costs to sell the securities distributed to you, as well as taxes on any capital gains from the sale as with any redemption.

Involuntary Sales of Your Shares — A Shares, B Shares and C Shares

If your account balance drops below the required minimum as a result of redemptions you may be required to sell your shares. The account balance minimums are:

Class	Dollar Amount
A Shares	$2,000
B Shares	$5,000 ($2,000 for IRA accounts or other tax qualified accounts)
C Shares	$5,000 ($2,000 for IRA accounts or other tax qualified accounts)

But, the Funds will always give you at least 60 days written notice to give you time to add to your account and avoid the sale of your shares.

Suspension of Your Right to Sell Your Shares – A Shares, B Shares, C Shares, R Shares and I Shares

A Fund may suspend your right to sell your shares if the NYSE restricts trading, the SEC declares an emergency or for other reasons approved by the SEC. More information about this is in the SAI.

How to Exchange Your Shares — A Shares, B Shares and C Shares

You may exchange your A Shares B Shares or C Shares on any Business Day by contacting the Funds or your financial institution or intermediary by mail or telephone. Exchange requests must be for an amount of at least $1,000.

The exchange privilege is not intended as a vehicle for short-term trading. Excessive exchange activity may interfere with Fund management and may have an adverse effect on all shareholders. In order to limit excessive exchange activity and in other circumstances where it is in the best interests of a Fund, all Funds reserve the right to revise or terminate the exchange privilege, limit the amount or number of exchanges or reject any exchange or restrict or refuse purchases if (1) a Fund or its manager(s) believes the Fund would be harmed or unable to invest effectively, or (2) a Fund receives or anticipates orders that may dramatically affect the Fund as outlined under “Market Timing Policies and Procedures” below.

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If you recently purchased shares by check, or through ACH, you may not be able to exchange your shares until your funds have cleared (which may take up to 15 calendar days from your date of purchase). This exchange privilege may be changed or canceled at any time upon 60 days notice.

Exchanges

When you exchange shares, you are really selling your shares of one Fund and buying shares of another RidgeWorth Fund. So, your sale price and purchase price will be based on the NAV next calculated after the Funds receive your exchange requests, in proper form.

A Shares

You may exchange A Shares of any Fund for A Shares of any other RidgeWorth Fund. If you exchange shares that you purchased without a sales charge or with a lower sales charge into a RidgeWorth Fund with a sales charge or with a higher sales charge, the exchange is subject to a sales charge equal to the difference between the lower and higher applicable sales charges. If you exchange shares into a RidgeWorth Fund with the same, lower or no sales charge there is no sales charge for the exchange.

The amount of your exchange must meet any initial or subsequent purchase minimums applicable to the RidgeWorth Fund into which you are making the exchange.

B Shares

You may exchange B Shares of any Fund for B Shares of another Fund. For purposes of computing the CDSC applicable to B Shares, as well as the 8-year automatic conversion period, the length of time you have owned your shares will be measured from the original date of purchase and will not be affected by an exchange.

C Shares

You may exchange C Shares of any Fund for C Shares of any other RidgeWorth Fund. For purposes of computing the CDSC applicable to C Shares, the length of time you have owned your shares will be measured from the original date of purchase and will not be affected by any exchange.

Telephone Transactions — A Shares, B Shares, C Shares, R Shares and I Shares

Purchasing, selling and exchanging Fund shares over the telephone is extremely convenient, but not without risk. Although the Funds have certain safeguards and procedures to confirm the identity of callers and the authenticity of instructions, the Funds are not responsible for any losses or costs incurred by following telephone instructions the Funds reasonably believe to be genuine. If you or your financial institution or intermediary transact with the Funds over the telephone, you will generally bear the risk of any loss. The Funds reserve the right to modify, suspend or terminate telephone transaction privileges at any time.

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To redeem shares by telephone:

• redemption checks must be made payable to the registered shareholder; and

• redemption checks must be mailed to an address or wired to a bank account of record that has been associated with the shareholder account for at least 15 calendar days.

Market Timing Policies and Procedures

For All Funds Except the Money Market Funds

The Funds are intended for long-term investment purposes only and discourage shareholders from engaging in “market timing” or other types of excessive short-term trading. This frequent trading into and out of the Funds may present risks to the Funds’ long-term shareholders, all of which could adversely affect shareholder returns. The risks posed by frequent trading include interfering with the efficient implementation of the Funds’ investment strategies, triggering the recognition of taxable gains and losses on the sale of Fund investments, requiring the Funds to maintain higher cash balances to meet redemption requests, and experiencing increased transaction costs. A Fund that invests a significant amount of its assets in overseas markets is particularly susceptible to the risk of certain investors using a strategy known as time-zone arbitrage. Investors using this strategy attempt to take advantage of the differences in value of foreign securities that might result from events that occur between the close of the foreign securities market on which a foreign security is traded and the time at which the Fund calculates its NAV.

The Funds and/or their service providers will take steps reasonably designed to detect and deter frequent trading by shareholders pursuant to the Funds’ policies and procedures described in this prospectus and approved by the Funds’ Board. The Funds seek to discourage short-term trading by using fair value pricing procedures to fair value certain investments under some circumstances. For purposes of applying these policies, the Funds’ service providers may consider the trading history of accounts under common ownership or control. The Funds’ policies and procedures include:

• Shareholders are restricted from making more than one (1) “round trip” into or out of a Fund within 14 days or more than two (2) “round trips” within any continuous 90 day period. If a shareholder exceeds either “round trip” restriction, he or she may be deemed a “Market Timer,” and the Funds and/or their service providers may, at their discretion, reject any additional purchase orders. The Funds define a round trip as a purchase into a Fund by a shareholder, followed by a subsequent redemption out of the Fund. Anyone considered to be a Market Timer by the Funds, the Adviser, the Subadviser or a shareholder servicing agent may be notified in writing of their designation as a Market Timer.

• The Funds reserve the right to reject any purchase request by any investor or group of investors for any reason without prior notice, including, in particular, if the Funds or their Adviser reasonably believes that the trading activity would be harmful or disruptive to the Funds.

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The Funds and/or their service providers seek to apply these policies to the best of their abilities uniformly and in a manner they believe is consistent with the interests of the Funds’ long-term shareholders.

Although these policies are designed to deter frequent trading, none of these measures alone nor all of them taken together eliminate the possibility that frequent trading in the Funds will occur, particularly with respect to trades placed by shareholders that invest in the Funds through omnibus arrangements maintained by brokers, retirement plan accounts and other financial intermediaries. Purchase and redemption transactions submitted to the Funds by these intermediaries reflect the transactions of multiple beneficial owners whose individual transactions are not automatically disclosed to the Funds. Therefore, the Funds rely in large part on the intermediaries who maintain omnibus arrangements (which may represent a majority of Fund shares) to aid in the Funds’ efforts to detect and deter short-term trading. The Funds monitor trading activity at the omnibus account level and look for activity that indicates potential short-term trading. If they detect suspicious trading activity, the Funds contact the intermediaries to determine whether the short-term trading policy has been violated and may request and receive personal identifying information and transaction histories for some or all beneficial owners to make this determination. If a Fund believes that a shareholder has violated the short-term trading policy, it will take further steps to prevent any future short-term trading by such shareholder in accordance with the policy. The Funds cannot guarantee the accuracy of the information provided by the intermediaries and may not always be able to track short-term trading effected through these intermediaries. A Fund has the right to terminate an intermediary’s ability to invest in a Fund if excessive trading activity persists and a Fund or its Adviser or Subadviser reasonably believes that such termination would be in the best interests of long-term shareholders. In addition to the Funds’ market timing policies and procedures described above, you may be subject to the market timing policies and procedures of the intermediary through which you invest. Please consult with your intermediary for additional information regarding its frequent trading restrictions.

For the Money Market Funds

The Money Market Funds seek to provide a high degree of liquidity, current income and a stable net asset value of $1.00 per share. The Money Market Funds are designed to serve as short-term cash equivalent investments for shareholders and, therefore, expect shareholders to engage in frequent purchases and redemptions. Because of the inherently liquid nature of the Money Market Funds’ investments, and money market instruments in general, and the Money Market Funds’ intended purpose to serve as short-term investment vehicles for shareholders, the Adviser has informed the Board that it believes that it would not be in shareholders’ best interests to place any limitations on the frequency of shareholder purchases and redemptions into and out of the Money Market Funds. As a result, the Board has not adopted a Money Market Fund policy or procedures with respect to frequent purchases and redemptions.

Distribution of Fund Shares

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From their own assets, the Adviser, the Subadviser or their affiliates may make payments based on gross sales and current assets to selected brokerage firms or institutions. The amount of these payments may be substantial. The minimum aggregate sales required for eligibility for such payments, and the factors in selecting the brokerage firms and institutions to which they will be made, are determined from time to time by the Adviser or Subadviser. Furthermore, in addition to the fees that may be paid by a Fund, the Adviser, the Subadviser or their affiliates may pay fees from their own capital resources to brokers, banks, financial advisers, retirement plan service providers and other financial intermediaries, including affiliates, for providing distribution-related or shareholder services.

The Adviser, the Subadviser or their affiliates may pay fees from their own capital resources to financial intermediaries to compensate them for marketing expenses they incur or to pay for the opportunity to have them distribute the Funds. The amount of these payments is determined by the Adviser or the Subadviser and may differ among financial intermediaries. Such payments may provide incentives for financial intermediaries to make shares of the Funds available to their customers, and may allow the Funds greater access to such financial intermediaries and their customers than would be the case if no payments were made. You may wish to consider whether such arrangements exist when evaluating any recommendation to purchase shares of the Funds.

Please refer to the SAI for more information regarding these arrangements.

Distribution of Fund Shares – A Shares, B Shares and C Shares

The A Shares, B Shares, C Shares and R Shares of each Fund have each adopted a distribution plan that allows the Fund to pay distribution and service fees for the sale and distribution of its shares, and for services provided to shareholders. Because these fees are paid out of a Fund’s assets continuously, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

While C Shares are sold without any initial sales charge, the distributor may pay at the time of sale up to 1% of the amount invested to broker-dealers and other financial intermediaries who sell C Shares. Through the distribution plan, the distributor is reimbursed for these payments, as well as other distribution related services provided by the distributor.

For A Shares, each Fund’s distribution plan authorizes payment of up to the amount shown under “Maximum Fee” in the table that follows. Currently, however, the Board has only approved payment of up to the amount shown under “Current Approved Fee” in the table that follows. Fees are shown as a percentage of average daily net assets of the Fund’s A Shares.

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				Current
	Maximum			Approved
	Fee			Fee
Value Funds
Large Cap Value Equity Fund		0.33	%		0.30	%
Mid-Cap Value Equity Fund		0.35	%		0.30	%
Small Cap Value Equity Fund		0.33	%		0.30	%
Core Funds
Large Cap Core Equity Fund		0.25	%		0.25	%
Mid-Cap Core Equity Fund		0.35	%		0.30	%
Growth Funds
Large Cap Growth Stock Fund		0.35	%		0.30	%
Select Large Cap Growth Stock Fund		0.35	%		0.30	%
Small Cap Growth Stock Fund		0.35	%		0.30	%
Aggressive Growth Stock Fund		0.35	%		0.30	%
Emerging Growth Stock Fund		0.35	%		0.30	%
International/Quantitative Funds
International Equity Fund		0.33	%		0.30	%
International Equity Index Fund		0.35	%		0.30	%
Large Cap Quantitative Equity Fund		0.25	%		0.25	%
130/30 Funds
International Equity 130/30 Fund		0.35	%		0.30	%
Real Estate 130/30 Fund		0.35	%		0.30	%
U.S. Equity 130/30 Fund		0.35	%		0.30	%
Allocation Strategies
Aggressive Growth Allocation Strategy		0.35	%		0.30	%
Conservative Allocation Strategy		0.35	%		0.30	%
Growth Allocation Strategy		0.35	%		0.30	%
Moderate Allocation Strategy		0.35	%		0.30	%
Investment Grade Funds
Corporate Bond Fund		0.35	%		0.30	%
Intermediate Bond Fund		0.25	%		0.25	%
Investment Grade Bond Fund		0.35	%		0.30	%
Limited-Term Federal Mortgage Securities Fund		0.23	%		0.20	%
Seix Global Strategy Fund		0.35	%		0.30	%
Total Return Bond Fund		0.25	%		0.25	%
U.S. Government Securities Fund		0.35	%		0.30	%
High Yield Funds
High Income Fund		0.30	%		0.30	%
Seix Floating Rate High Income Fund		0.35	%		0.30	%
Seix High Yield Fund		0.25	%		0.25	%
Municipal Bond Funds
Georgia Tax-Exempt Bond Fund		0.18	%		0.15	%
High Grade Municipal Bond Fund		0.18	%		0.15	%
Investment Grade Tax-Exempt Bond Fund		0.35	%		0.30	%

288

				Current
	Maximum			Approved
	Fee			Fee
Maryland Municipal Bond Fund		0.15	%		0.15	%
North Carolina Tax-Exempt Bond Fund		0.15	%		0.15	%
Virginia Intermediate Municipal Bond Fund		0.15	%		0.15	%
Short Duration Funds
Short-Term Bond Fund		0.23	%		0.20	%
Short-Term U.S. Treasury Securities Fund		0.18	%		0.18	%
Money Market Funds
Prime Quality Money Market Fund		0.20	%		0.15	%
Tax-Exempt Money Market Fund		0.15	%		0.15	%
U.S. Government Securities Money Market Fund		0.17	%		0.15	%
U.S. Treasury Money Market Fund		0.15	%		0.15	%
Virginia Tax-Free Money Market Fund		0.20	%		0.15	%

For B Shares and C Shares, the maximum distribution fees are 0.75% and 1.00%, respectively, of the average daily net assets of each Fund.

For C Shares of the Prime Quality Money Market Fund, the maximum distribution fee is 0.25% of the average daily net assets of the Fund’s C Shares.

The R Shares maximum distribution and service fees is 0.50% of the average daily net assets of a Fund’s R Shares.

The Funds may provide financial assistance in connection with pre-approved seminars, conferences and advertising to the extent permitted by applicable state or self-regulatory agencies, such as the Financial Industry Regulatory Authority.

From their own assets, the Adviser, the Subadviser or their affiliates may make payments based on gross sales and current assets to selected brokerage firms or institutions. The amount of these payments may be substantial. The minimum aggregate sales required for eligibility for such payments, and the factors in selecting the brokerage firms and institutions to which they will be made, are determined from time to time by the Adviser or Subadviser. Furthermore, in addition to the fees that may be paid by a Fund, the Adviser, the Subadviser or their affiliates may pay fees from their own capital resources to brokers, banks, financial advisers, retirement plan service providers and other financial intermediaries, including affiliates, for providing distribution-related or shareholder services.

The Adviser, the Subadviser or their affiliates may pay fees from their own capital resources to financial intermediaries to compensate them for marketing expenses they incur or to pay for the opportunity to have them distribute the Funds. The amount of these payments is determined by the Adviser or the Subadviser and may differ among financial intermediaries. Such payments may provide incentives for financial intermediaries to make shares of the Funds available to their customers, and may allow the Funds greater access to such financial intermediaries and their customers than would be the case if no payments were made. You may wish to consider whether such arrangements exist when evaluating any recommendation to purchase shares of the Funds.

289

Please refer to the SAI for more information regarding these arrangements.

Shareholder Servicing Plans

With respect to the A Shares and I Shares of certain of the Funds, the A Shares and I Shares Shareholder Servicing Plan permits the A Shares and I Shares of that Fund to pay financial service firms for shareholder support services they provide, at a rate of up to 0.15% of the average daily net assets of each of the A Shares and I Shares of that Fund. The R Shares Shareholder Servicing Plan permits R Shares for certain of the Funds to pay specified benefit plans or other financial service firms for shareholder support services they provide, at a rate of up to 0.25% of the average daily net assets of each of the R Shares of that Fund. The shareholder support services may include, among others, providing general shareholder liaison services (including responding to shareholder inquiries), providing information on shareholder investments, and establishing and maintaining shareholder accounts and records.

The Institutional U.S. Treasury Securities Money Market Fund’s Shareholder Servicing Plan permits the Corporate Trust Shares to pay banks, broker-dealers or other financial institutions for shareholder support services they provide, at a rate of up to 0.25% of the average daily net assets of the Corporate Trust Shares. These services may include, among other services, providing general shareholder liaison services (including responding to shareholder inquiries), providing information on shareholder investments, and establishing and maintaining shareholder accounts and records.

Dividends and Distributions

Each of the International Equity 130/30 Fund, the International Equity Fund, and International Equity Index Fund and distributes its net investment income annually. Each other Equity Fund distributes its net investment income quarterly. The Fixed Income and Money Market Funds declare dividends daily and pay these dividends monthly.

     You will receive dividends and distributions in the form of additional Fund shares unless you elect to receive payment in cash. To elect cash payment, you must notify the Funds in writing prior to the date of the distribution. Your election will be effective for dividends and distributions paid after the Funds receive your written notice. To cancel your election, simply send the Funds written notice.

SunTrust 401(k) Plan participants will receive dividends and distributions in the form of additional Fund shares if the participant owns shares of the Fund on the date the dividend or distribution is allocated by the Plan. Therefore, a participant will not receive a dividend or distribution if the participant does not own shares of the Fund on the date the dividend or distribution is allocated.

Taxes

Please consult your tax advisor regarding your specific questions about federal, state, and local income taxes. Below the Funds have summarized some important tax issues that affect the Funds and their shareholders. This summary is based on current tax laws, which may change. More information on taxes is in the SAI.

290

Dividends and distributions will accumulate on a tax-deferred basis if you are investing through the SunTrust 401(k) Plan or any other employer-sponsored retirement or savings plan that qualifies for tax-advantaged treatment under federal income tax laws. Generally, you will not owe taxes on these distributions until you begin withdrawals from the plan. Redemptions of Fund shares resulting in withdrawals from the plan are subject to numerous complex and special tax rules and may be subject to a penalty tax in the case of premature withdrawals. If you have questions about the tax consequences of SunTrust 401(k) Plan withdrawals, you should consult your tax advisor; the Plan’s Summary Plan Description in the SunTrust Employee Handbook; BENE, the SunTrust Benefits Service Center, at 1-800-818-2363; or the Plan Administrator, SunTrust Human Resources, P.O. Box 4418, Center 636, Atlanta, Georgia 30302; or for any other plan you should consult your plan administrator, your plan’s Summary Plan Description, and/or your tax advisor about the tax consequences of plan withdrawals.

Each Fund will distribute substantially all of its net investment income and its net realized capital gains, if any, at least annually. The dividends and distributions you receive may be subject to federal, state and local taxation, depending upon your tax situation. Distributions you receive from a Fund may be taxable whether or not you reinvest them. Income distributions are generally taxable as either ordinary income or qualified dividend income. Dividends that are qualified dividend income are eligible for the reduced maximum rate to individuals of 15% (lower rates apply to individuals in lower tax brackets) to the extent that the Fund receives qualified dividend income. Capital gains distributions are generally taxable at the rates applicable to long-term capital gains. Long-term capital gains are currently taxed at a maximum rate of 15%. Absent further legislation, the maximum 15% tax rate on qualified dividend income and long-term capital gains will cease to apply to taxable years beginning after December 31, 2010. A high portfolio turnover rate and a Fund’s or an Underlying Fund’s use of certain derivatives may cause a Fund to recognize higher amounts of short-term capital gains, which are generally taxed to shareholders at ordinary income tax rates. Because the International Equity 130/30 Fund, the Real Estate 130/30 Fund and the U.S. Equity 130/30 Fund will have both long and short positions in equity securities, each Fund anticipates that a smaller portion of its income dividends will be qualified dividend income eligible for taxation a the long-term capital gains rate than if each Fund held only long positions in equity securities. Each sale or exchange of Fund shares may be a taxable event. For tax purposes, an exchange of Fund shares for shares of a different RidgeWorth Fund is treated the same as a sale. A transfer from one share class to another in the same RidgeWorth Fund should not be a taxable event. Shareholders of the Money Market Funds, however, should be aware that because the Funds each expect to maintain a stable $1.00 net asset value per share, they should not expect to realize any gain or loss on the sale or exchange of Fund shares.

Each Fund will distribute substantially all of its net investment income and its net realized capital gains, if any, at least annually. The dividends and distributions you receive may be subject to federal, state and local taxation, depending upon your tax situation. Distributions you receive from a Fund may be taxable whether or not you reinvest them. Income distributions are generally taxable at ordinary income tax rates and will not qualify for the reduced tax rates applicable to qualified dividend income. Long-term capital gains are currently taxed at a maximum rate of 15%. Capital gains distributions are generally taxable at the rates applicable to long-term capital gains. Absent further legislation, the maximum 15% tax rate on long-term capital gains will cease to apply to taxable years beginning after December 31,

291

2010. A high portfolio turnover rate and a Fund’s use of certain derivatives may cause a Fund to recognize higher amounts of short-term capital gains, which are generally taxed to shareholders at ordinary income tax rates. Each sale or exchange of Fund shares may be a taxable event. For tax purposes, an exchange of your Fund shares for shares of another RidgeWorth Fund is the same as a sale. A transfer from one share class to another share class in the same RidgeWorth Fund should not be a taxable event. Shareholders of the Money Market Funds, however, should be aware that because the Funds each expect to maintain a stable $1.00 net asset value per share, they should not expect to realize any gain or loss on the sale or exchange of Fund shares.

Each Fund will inform you of the amount of your ordinary income dividends, qualified dividend income, and capital gain distributions shortly after the close of each calendar year.

With respect to the Real Estate 130/30 Fund, the Fund may at times find it necessary to reclassify income after it issues your tax reporting statement. This can result from rules in the Internal Revenue Code that effectively prevent regulated investment companies such as the Fund and REITS in which the Fund invests from ascertaining with certainty until after the calendar year end, the final amount and character of distributions the Fund has received on its investments during the prior calendar year. Prior to issuing your statement, the Fund makes every effort to search for reclassified income to reduce the number of corrected forms mailed to shareholders. However, when necessary, the Fund will send you a corrected Form 1099-DIV on or about February 28 to reflect reclassified information. If you receive a corrected Form 1099-DIV, use the information on this Form, and not the information on your original statement, in completing your tax returns.

For non-US investors in the Real Estate 130/30 Fund, such investors may also be subject to U.S. estate tax on their investment in the Fund. They also have special certification requirements that, if not met, can subject them to backup withholding on any dividends, distributions and redemption proceeds that they receive from the Fund. Each of these subjects is discussed in greater detail in the “Distributions and Taxes — Non-U.S. investors” section of the SAI.

The Real Estate 130/30 Fund may invest in equity securities of corporations that invest in U.S. real property, including REITs. The Foreign Investment in Real Property Tax Act of 1980 (FIRPTA) makes a non-U.S. person subject to U.S. tax on disposition of a U.S. real property interest as if he or she were a U.S. person. Under a look-through rule, if the Fund is classified as a “qualified investment entity,” Fund distributions from short- or long-term capital gains that are attributable to gain from the sale or disposition of a U.S. real property interest and which are paid to non-U.S. investors that own more than 5% of a class of Fund shares at any time during the one-year period ending on the date of the distribution may be subject to U.S. withholding tax at a rate of 35%. You might also, in this case, be required to file a nonresident U.S. income tax return. Even if you do not own more than 5% of a class of Fund shares, Fund distributions to you that are attributable to gain from the sale or disposition of a U.S. real property interest will be taxable as ordinary dividends (rather than as short- or long-term capital gains) subject to withholding at a 30% or lower treaty rate. The Fund will be classified as a “qualified investment entity” if, in general, more than 50% of its assets consist of interests in U.S. REITs and U.S. real property holding corporations (e.g., a U.S. corporation more than 50% of the assets of which are interests in U.S. real estate).

292

For a more detailed discussion on investment in U.S. real property, including the circumstances under which a sale or redemption of Fund shares may result in FIRPTA gain to you, see the section, “Distributions and Taxes — Non-U.S. investors — Investments in U.S. real property” in the SAI.

If you have a tax-advantaged or other retirement account you will generally not be subject to federal taxation on income and capital gain distributions until you begin receiving your distributions from your retirement account. You should consult your tax advisor regarding the rules governing your own retirement plan.

The International Equity Fund, the International Equity Index Fund and the International Equity 130/30 Fund may be able to pass along a tax credit for foreign income taxes they pay. In such event, each Fund will provide you with the information necessary to reflect such foreign taxes on your federal income tax return.

The Georgia Tax-Exempt Bond Fund, High Grade Municipal Bond Fund, Investment Grade Tax-Exempt Bond Fund, Maryland Municipal Bond Fund, North Carolina Tax-Exempt Bond Fund and Virginia Intermediate Municipal Bond Fund intend to distribute federally tax-exempt income. Each Fund may invest a portion of its assets in securities that generate taxable income for federal or state income taxes. Income exempt from federal tax may be subject to state and local taxes. Any capital gains distributed by these Funds may be taxable. While shareholders of state specific Funds may receive distributions that are exempt from that particular state’s income tax, such distributions may be taxable in other states where the shareholder files tax returns.

Except for those certain Funds that expect to distribute federally tax-exempt income (described above), the Funds expect to distribute primarily ordinary income dividends currently taxable at a maximum rate of 35%.

The Short-Term U.S. Treasury Securities Fund and the U.S. Government Securities Fund each expect that a substantial portion of Fund distributions will represent interest earned on U.S. obligations, while the Investment Grade Bond Fund, the Short-Term Bond Fund the Ultra-Short Bond Fund and the U.S. Government Ultra-Short Bond Fund expect that some portion of each Fund’s distributions will be so derived. Many states grant tax-free status to dividends paid from interest earned on direct obligations of the U.S. Government, subject to certain limitations.

The Institutional Municipal Cash Reserve Money Market Fund intends to distribute federally tax-exempt income. This Fund may invest a portion of its assets in securities that generate taxable income for federal or state income taxes. Income exempt from federal tax may be subject to state and local taxes. Any capital gains distributed by this Fund may be taxable. This Fund expects to pay “exempt interest dividends” that are generally excludable from an investor’s gross income for regular federal income tax purposes. However, the receipt of exempt-interest dividends may cause recipients of Social Security or Railroad Retirement benefits to be taxed on a portion of such benefits. In addition, the receipt of exempt-interest dividends may result in liability for federal alternative minimum tax and for state (including state alternative minimum tax) and local taxes, both for individual and corporate shareholders.

293

Corporate shareholders will be required to take the interest on municipal securities into account in determining their alternative minimum taxable income.

The Tax-Exempt Money Market Fund and Virginia Tax-Free Money Market Fund intend to distribute federally tax-exempt income. Both of these Funds may invest a portion of their assets in securities that generate taxable income for federal or state income taxes. Income exempt from federal tax may be subject to state and local taxes. Any capital gains distributed by the Funds may be taxable.

The Prime Quality Money Market Fund, the U.S. Government Securities Money Market Fund and the U.S. Treasury Money Market Fund expect to distribute primarily ordinary income. In addition, a significant portion of each of these three Funds’ distributions may represent interest earned on U.S. obligations. Many states grant tax-free status to dividends paid from interest earned on direct obligations of the U.S. Government, subject to certain limitations.

Many states grant tax-free status to dividends paid from interest earned on direct obligations of the U.S. Government, subject to certain limitations.

More information about taxes is in the SAI.

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand a Fund’s financial performance for the past 5 years or, if shorter, the period of the Fund’s operations. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions). This financial information has been audited by PricewaterhouseCoopers LLP. The Report of Independent Registered Public Accounting Firm for each period shown, along with the Funds’ financial statements and related notes, are included in the Annual Reports to Shareholders for such periods. The 2010 Annual Report is available upon request and without charge by calling 1-888-784-3863 or on the Funds’ website at www.ridgeworth.com.

[FINANCIAL HIGHLIGHTS TO BE FILED BY AMENDMENT]

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Investment Adviser:
RidgeWorth Investments
50 Hurt Plaza, Suite 1400
Atlanta, Georgia 30303
www.ridgeworth.com
Investment Subadvisers:
Alpha Equity Management LLC	IronOak Advisors LLC
90 State House Square, Suite 1100	919 East Main Street, 15th Floor
Hartford, CT 06103	Richmond, VA 23219
www.alphaequityllc.com	www.ironoakadvisors.com
Ceredex Value Advisors LLC	Silvant Capital Management LLC
Lincoln Plaza, Suite 1600	50 Hurt Plaza, Suite 1500
300 South Orange Avenue	Atlanta, GA 30303
Orlando, FL 32801	www.silvantcapital.com
www.ceredexvalue.com
	Zevenbergen Capital Investments LLC
Certium Asset Management LLC	601 Union Street, Suite 4600
50 Hurt Plaza, Suite 1400	Seattle, Washington 98101
Atlanta, GA 30303	www.zci.com
www.certiumllc.com

More information about the RidgeWorth Funds is available without charge through the following:

Statement of Additional Information (SAI):

The SAI includes detailed information about the RidgeWorth Funds. The SAI is on file with the SEC and is incorporated by reference into this prospectus. This means that the SAI, for legal purposes, is a part of this prospectus.

Annual and Semi-Annual Reports:

These reports list each Fund’s holdings and contain information from the Funds’ managers about strategies and recent market conditions and trends and their impact on Fund performance. The reports also contain detailed financial information about the Funds.

295

To Obtain an SAI, Annual or Semi-Annual Report, or More Information:

Telephone: Shareholder Services
1-888-784-3863

Mail:

RidgeWorth Funds
3435 Stelzer Road
Columbus, Ohio 43219
Website: www.ridgeworth.com

SEC: You can also obtain the SAI or the Annual and Semi-Annual reports, as well as other information about the RidgeWorth Funds, from the EDGAR Database on the SEC’s website at http://www.sec.gov. You may review and copy documents at the SEC Public Reference Room in Washington, DC (for information on the operation of the Public Reference Room, call 202-551-8090). You may request documents by mail from the SEC, upon payment of a duplicating fee, by writing to: Securities and Exchange Commission, Public Reference Section, Washington, DC 20549-0102. You may also obtain this information, upon payment of a duplicating fee, by e-mailing the SEC at publicinfo@sec.gov.

The RidgeWorth Funds’ Investment Company Act registration number is 811-06557.

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STATEMENT OF ADDITIONAL INFORMATION

RIDGEWORTH FUNDS

August 1, 2010

Investment Adviser:
RIDGEWORTH INVESTMENTS

(the “Adviser”)

This Statement of Additional Information (“SAI”) is not a prospectus. It is intended to provide additional information regarding the activities and operations of RidgeWorth Funds (the “Trust”) and should be read in conjunction with the Trust’s prospectuses dated August 1, 2010, as may be supplemented from time to time. This SAI relates to each class of the following series of the Trust (each a “Fund” and collectively, the “Funds”):

										Institutional	Corporate
	A Shares		B Shares*	C Shares		I Shares		R Shares		Shares	Trust Shares
Equity Funds
Aggressive Growth Stock Fund		ü					ü
Emerging Growth Stock Fund		ü					ü
International Equity 130/30 Fund		ü					ü
International Equity Fund		ü					ü
International Equity Index Fund		ü					ü
Large Cap Core Equity Fund		ü			ü		ü
Large Cap Growth Stock Fund		ü			ü		ü
Large Cap Quantitative Equity Fund		ü					ü
Large Cap Value Equity Fund		ü			ü		ü
Mid-Cap Core Equity Fund		ü			ü		ü
Mid-Cap Value Equity Fund		ü			ü		ü
Real Estate 130/30 Fund		ü					ü
Select Large Cap Growth Stock Fund		ü			ü		ü
Small Cap Growth Stock Fund		ü			ü		ü
Small Cap Value Equity Fund		ü			ü		ü
U.S. Equity 130/30 Fund		ü					ü
Taxable Fixed Income Funds
Corporate Bond Fund		ü			ü		ü
High Income Fund		ü					ü		ü

Institutional

Corporate

A Shares

B Shares*

C Shares

I Shares

R Shares

Shares

Trust Shares

Intermediate Bond Fund

ü

ü

ü

Investment Grade Bond Fund

ü

ü

ü

Limited Duration Fund

ü

Limited-Term Federal Mortgage Securities Fund

ü

ü

ü

Seix Floating Rate High Income Fund

ü

ü

ü

Seix Global Strategy Fund

ü

ü

Seix High Yield Fund

ü

ü

ü

Short-Term Bond Fund

ü

ü

ü

Short-Term U.S. Treasury Securities Fund

ü

ü

ü

Total Return Bond Fund

ü

ü

ü

U.S. Government Securities Fund

ü

ü

ü

U.S. Government Securities Ultra-Short Bond Fund

ü

Ultra-Short Bond Fund

ü

Tax-Exempt Fixed Income Funds

Georgia Tax-Exempt Bond Fund

ü

ü

High Grade Municipal Bond Fund

ü

ü

Investment Grade Tax-Exempt Bond Fund

ü

ü

Maryland Municipal Bond Fund

ü

ü

North Carolina Tax-Exempt Bond Fund

ü

ü

Virginia Intermediate Municipal Bond Fund

ü

ü

Money Market Funds

Institutional Cash Management Money Market Fund

ü

Institutional Municipal Reserve Cash Management Money Market Fund

ü

Institutional U.S. Government Securities Money Market Fund

ü

Institutional U.S. Treasury Securities Money Market Fund

ü

ü

Prime Quality Money Market Fund

ü

ü

ü

Tax-Exempt Money Market Fund

ü

ü

										Institutional	Corporate
	A Shares		B Shares*		C Shares		I Shares		R Shares	Shares	Trust Shares
U.S. Government Securities Money Market Fund		ü						ü
U.S. Treasury Money Market Fund		ü						ü
Virginia Tax-Free Money Market Fund		ü						ü
Allocation Strategies
Aggressive Growth Allocation Strategy		ü		ü		ü		ü
Conservative Allocation Strategy		ü		ü		ü		ü
Growth Allocation Strategy		ü		ü		ü		ü
Moderate Allocation Strategy		ü		ü		ü		ü

The Equity Funds and Allocation Strategies are collectively referred to herein as “Equity Funds” and the Taxable Fixed Income Funds and the Tax-Exempt Fixed Income Funds are collectively referred to herein as the “Fixed Income Funds.”

* B Shares are no longer offered to new investors.

This SAI is incorporated by reference into the Trust’s prospectuses dated August 1, 2010. Capitalized terms not defined herein are defined in the prospectuses. A prospectus may be obtained by writing to the Trust or calling toll-free 1-888-784-3863.

TABLE OF CONTENTS

[TO BE UPDATED]

THE TRUST	1
DESCRIPTION OF PERMITTED INVESTMENTS	1
INVESTMENT LIMITATIONS	34
THE ADVISER	37
THE SUBADVISERS	41
THE PORTFOLIO MANAGERS	46
THE ADMINISTRATOR	51
THE DISTRIBUTOR	54
THE TRANSFER AGENT	68
THE CUSTODIAN	68
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	69
LEGAL COUNSEL	69
TRUSTEES AND OFFICERS OF THE TRUST	69
PURCHASING AND REDEEMING SHARES	74
DETERMINATION OF NET ASSET VALUE	77
TAXES	78
FUND TRANSACTIONS	85
PORTFOLIO TURNOVER RATE	92
PORTFOLIO HOLDINGS	93
DESCRIPTION OF SHARES	95
VOTING RIGHTS	95
SHAREHOLDER LIABILITY	95
LIMITATION OF TRUSTEES’ LIABILITY	95
CODES OF ETHICS	96
PROXY VOTING	96
5% AND 25% SHAREHOLDERS	96
FINANCIAL STATEMENTS	96
DESCRIPTION OF RATINGS	A-1
PROXY VOTING POLICY	B-1
MSCI INDEX DISCLOSURE	C-1

THE TRUST

Each Fund is a separate series of the Trust, an open-end management investment company established under Massachusetts law as a Massachusetts business trust under a Declaration of Trust dated January 15, 1992. The Declaration of Trust permits the Trust to offer separate series (each a “Fund” and collectively, the “Funds”) of units of beneficial interest (“shares”) and different classes of shares of each Fund. The Trust reserves the right to create and issue shares of additional funds and/or classes. Each Fund, except, the North Carolina Tax-Exempt Bond Fund, the Real Estate 130/30 Fund and the the Seix Global Strategy Fund is diversified, as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”).

DESCRIPTION OF PERMITTED INVESTMENTS

The Funds’ respective investment objectives and principal investment strategies are described in the prospectuses. The following information supplements, and should be read in conjunction with, the prospectuses. Following are descriptions of the permitted investments and investment practices discussed in the Funds’ prospectuses under the “Investment Strategy” section and the associated risk factors. A Subadviser will only invest in any of the following instruments or engage in any of the following investment practices if such investment or activity is consistent with and permitted by the Funds’ stated investment policies.

American Depositary Receipts (ADRs), European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs). ADRs, EDRs, and GDRs are securities, typically issued by a U.S. financial institution or a non-U.S. financial institution in the case of an EDR or GDR (a “depositary”). The institution has ownership interests in a security, or a pool of securities, issued by a foreign issuer and deposited with the depositary. ADRs, EDRs and GDRs may be available through “sponsored” or “unsponsored” facilities. A sponsored facility is established jointly by the issuer of the security underlying the receipt and a depositary. An unsponsored facility may be established by a depositary without participation by the issuer of the underlying security. Holders of unsponsored depositary receipts generally bear all the costs of the unsponsored facility. The depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited security or to pass through, to the holders of the receipts, voting rights with respect to the deposited securities.

Acquisitional/equipment lines (delayed-draw term loans). Acquisitional/equipment lines (delayed-draw term loans) are credits that may be drawn down for a given period to purchase specified assets or equipment or to make acquisitions. The issuer pays a fee during the commitment period (a ticking fee). The lines are then repaid over a specified period (the term-out period). Repaid amounts may not be re-borrowed. To avoid any leveraging concerns, a Fund will segregate or earmark liquid assets with the Fund’s custodian in an amount sufficient to cover its repurchase obligations.

Asset-Backed Securities. Asset-backed securities are securities backed by non-mortgage assets such as company receivables, truck and auto loans, leases, and credit card receivables and mortgage-like assets such as home equity loans or manufactured housing. These securities may be traded over-the-counter and typically have a short-intermediate maturity structure depending on the pay down characteristics of the underlying financial assets which are passed through to the security holder. These securities are generally issued as pass-through certificates, which represent undivided fractional ownership interests in the underlying pool of assets. Asset-backed securities may also be debt obligations, which are known as collateralized obligations and are generally issued as the debt of a special purpose entity, such as a trust, organized solely for the purpose of owning these assets and issuing debt obligations. Asset-backed securities that are backed by a single type of asset are pooled together by asset type for purposes of calculating a Fund’s industry concentration levels.

Asset-backed securities are not issued or guaranteed by the U.S. Government, its agencies or instrumentalities; however, the payment of principal and interest on such obligations may be guaranteed up to certain amounts and, for a certain period, by a letter of credit issued by a financial institution (such as a bank or insurance company) unaffiliated with the issuers of such securities. The purchase of asset-backed securities raises risk considerations peculiar to the

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financing of the instruments underlying such securities. There also is the possibility that recoveries on repossessed collateral may not, in some cases, be available to support payments on those securities.

Asset-backed securities entail prepayment risk, which may vary depending on the type of asset, but is generally less than the prepayment risk associated with mortgage-backed securities. In addition, credit card receivables are unsecured obligations of the cardholder.

For purposes of calculating Annual Fund Operating Expenses in the Prospectus, direct or indirect fees associated with investing in structured products such as asset-backed securities are not included.

Bank Obligations. A Fund may invest in obligations issued by banks and other savings institutions. Investments in bank obligations include obligations of domestic branches of foreign banks and foreign branches of domestic banks. Such investments in domestic branches of foreign banks and foreign branches of domestic banks may involve risks that are different from investments in securities of domestic branches of U.S. banks. These risks may include future unfavorable political and economic developments, possible withholding taxes on interest income, seizure or nationalization of foreign deposits, currency controls, interest limitations, or other governmental restrictions, which might affect the payment of principal or interest on the securities held by a Fund. Additionally, these institutions may be subject to less stringent reserve requirements and to different accounting, auditing, reporting and recordkeeping requirements than those applicable to domestic branches of U.S. banks. The Funds may invest in U.S. dollar-denominated obligations of domestic branches of foreign banks and foreign branches of domestic banks only when the Subadvisers believe that the risks associated with such investment are minimal and that all applicable quality standards have been satisfied. Bank obligations include the following:

• Bankers’ Acceptances. Bankers’ acceptances are bills of exchange or time drafts drawn on and accepted by a commercial bank. Corporations use bankers’ acceptances to finance the shipment and storage of goods and to furnish dollar exchange. Maturities are generally six months or less.

• Certificates of Deposit. Certificates of deposit are interest-bearing instruments with a specific maturity. They are issued by banks and savings and loan institutions in exchange for the deposit of funds and normally can be traded in the secondary market prior to maturity. Certificates of deposit with penalties for early withdrawal will be considered illiquid.

• Time Deposits. Time deposits are non-negotiable receipts issued by a bank in exchange for the deposit of funds. Like a certificate of deposit, it earns a specified rate of interest over a definite period of time; however, it cannot be traded in the secondary market. Time deposits with a withdrawal penalty or that mature in more than seven days are considered to be illiquid securities.

A Fund will not purchase obligations issued by the Adviser, Subadvisers, or their affiliates.

Borrowing. As required by the 1940 Act, a Fund must maintain continuous asset coverage (total assets, including assets acquired with borrowed funds, less liabilities exclusive of borrowings) of 300% of all amounts borrowed. If, at any time, the value of the Fund’s assets should fail to meet this 300% coverage test, the Fund, within three days (not including Sundays and holidays), will reduce the amount of the Fund’s borrowings to the extent necessary to meet this 300% coverage. Maintenance of this percentage limitation may result in the sale of portfolio securities at a time when investment considerations otherwise indicate that it would be disadvantageous to do so. Investment strategies that either obligate a Fund to purchase securities or require a Fund to segregate assets are not considered to be borrowing.

In addition to the foregoing, the Funds are authorized to borrow money as a temporary measure for extraordinary or emergency purposes in amounts not in excess of 5% of the value of a Fund’s total assets. This borrowing is not subject to the foregoing 300% asset coverage requirement.

Borrowing may subject the Funds to interest costs, which may exceed the interest received on the securities purchased with the borrowed funds. The Funds may borrow at times to meet redemption requests rather than sell portfolio securities to raise the necessary cash. Borrowing can involve leveraging when securities are purchased with the borrowed money.

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Collateralized Debt Obligations. Collateralized Debt Obligations (“CDOs”) are securitized interests in pools of assets. Assets called collateral usually comprise loans or debt instruments. A CDO may be called a collateralized loan obligation (“CLO”) or collateralized bond obligation (“CBO”) if it holds only loans or bonds, respectively. Investors bear the credit risk of the collateral. Multiple tranches of securities are issued by the CDO, offering investors various maturity and credit risk characteristics. Tranches are categorized as senior, mezzanine, and subordinated/equity, according to their degree of credit risk. If there are defaults or the CDO’s collateral otherwise underperforms, scheduled payments to senior tranches take precedence over those of mezzanine tranches, and scheduled payments to mezzanine tranches take precedence over those to subordinated/equity tranches. Senior and mezzanine tranches are typically rated, with the former receiving ratings of A to AAA/Aaa and the latter receiving ratings of B to BBB/Baa. The ratings reflect both the credit quality of underlying collateral as well as how much protection a given tranche is afforded by tranches that are subordinate to it.

Commercial Paper. Commercial paper is the term used to designate unsecured short-term promissory notes issued by corporations and other entities. Maturities on these issues vary from a few to 270 days.

Convertible Bonds. Convertible bonds are bonds which may be converted, at the option of either the issuer or the holder, into a specified amount of common stock of the issuer, or in the case of exchangeable bonds, into the common stock of another corporation. Convertible bonds are generally subordinate to other publicly held debt of the issuer, and therefore typically have a lower credit rating than nonconvertible debt of the issuer. Convertible bonds generally carry a lower coupon rate than the issuer would otherwise pay at issuance in exchange for the conversion feature. In addition to the interest rate risk factors generally associated with fixed income investments, the market risk of a convertible bond is determined by changes in the credit quality of the issuer and price changes and volatility of the stock into which the bond may be converted. The conversion feature may cause a convertible bond to be significantly more volatile than other types of fixed income investments. Convertible bonds for which the value of the conversion feature is deemed worthless are generally referred to as “busted” convertibles, and risk associated more closely approximates that of similar debt without the conversion feature.

Corporate Issues. Corporate issues refer to debt instruments issued by private corporations or other business entities. Bondholders, as creditors, have a prior legal claim over common and preferred stockholders of the corporation as to both income and assets for the principal and interest due to the bondholder. A Fund will buy corporate issues subject to any quality constraints. Corporate issues may also be issued by master limited partnerships and real estate investment trusts, or REITS.

Credit Linked Notes. A credit linked note (“CLN”) is a type of hybrid instrument in which a special purpose entity issues a structured note (the “Note Issuer”) that is intended to replicate a single bond, a portfolio of bonds, or with respect to the unsecured credit of an issuer, in general (the “Reference Instrument”). The purchaser of the CLN (the “Note Purchaser”) invests a par amount and receives a payment during the term of the CLN that equals a fixed or floating rate of interest equivalent to a high rated funded asset (such as a bank certificate of deposit) plus an additional premium that relates to taking on the credit risk of the Reference Instrument. Upon maturity of the CLN, the Note Purchaser will receive a payment equal to (i) the original par amount paid to the Note Issuer, if there is neither a designated event of default (an “Event of Default”) with respect to the Reference Instrument nor a restructuring of the issuer of the Reference Instrument (a “Restructuring Event”) or (ii) the value of the Reference Instrument, if an Event of Default or Restructuring Event has occurred. Depending upon the terms of the CLN, it is also possible that the Note Purchaser may be required to take physical delivery of the Reference Instrument in the event of an Event of Default or a Restructuring Event. Most CLNs use a corporate bond (or a portfolio of corporate bonds) as the Reference Instrument(s). However, almost any type of fixed income security (including foreign government securities) or derivative contract (such as a credit default swap) can be used as the Reference Instrument.

Custodial Receipts. A custodial receipt represents an indirect interest in a tax-exempt bond that is deposited with a custodian. For example, custodial receipts may be used to permit the sale of the deposited bond in smaller denominations than would otherwise be permitted. Frequently, custodial receipts are issued to attach bond insurance or other forms of credit enhancement to the deposited tax-exempt bond. Note, because a “separate security” is not created by the issuance of a receipt, many of the tax advantages bestowed upon holders of the deposited tax-exempt bond are also conferred upon the custodial receipt holder.

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Debt Securities. Debt securities (e.g., bonds, notes, debentures) represent money borrowed that obligates the issuer (e.g., a corporation, municipality, government, government agency) to repay the borrowed amount at maturity (when the obligation is due and payable) and usually to pay the holder interest at specific times.

Dollar Rolls. Dollar rolls are transactions in which securities are sold for delivery in the current month and the seller contracts to repurchase substantially similar securities on a specified future date. Any difference between the sale price and the purchase price (plus interest earned on the cash proceeds of the sale) is applied against the past interest income on the securities sold to arrive at an implied borrowing rate.

Dollar rolls may be renewed prior to cash settlement and initially may involve only a firm commitment agreement by the Fund to buy a security.

Dollar rolls involve selling securities (e.g., mortgage-backed securities or U.S. Treasury securities) and simultaneously entering into a commitment to purchase those or similar (same collateral type, coupon and maturity) securities on a specified future date and price. Mortgage dollar rolls and U.S. Treasury rolls are types of dollar rolls. A Fund foregoes principal and interest paid on the securities during the “roll” period. A Fund is compensated by the difference between the current sales price and the lower forward price for the future purchase of the securities as well as the interest earned on the cash proceeds of the initial sale.

Dollar rolls involve the risk that the market value of the securities a Fund is obligated to repurchase may decline below the repurchase price or that the transaction costs may exceed the return earned by a Fund from the transaction. Dollar rolls also involve risk to a Fund if the other party should default on its obligation and a Fund is delayed or prevented from completing the transaction. In the event that the buyer of securities under a dollar roll files for bankruptcy or becomes insolvent, a Fund’s use of proceeds of the dollar roll may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce a Fund’s obligation to repurchase the securities. In addition, the security to be delivered in the future may turn out to be inferior to the security sold upon entering into the transaction.

Equipment Trust Certificates (“ETCs”). ETCs are issued by a trust formed to finance large purchases of equipment, such as airplanes, at favorable interest rates. Legal title on such equipment is held by a trustee. The trustee leases the equipment and sells ETCs at a small discount to the purchase price of the equipment. The lease payments are then used to pay principal and interest to the ETC holders.

Equity Securities. Equity securities represent ownership interests in a company and consist of common stocks, preferred stocks, warrants to acquire common stock, and securities convertible into common stock. Investments in equity securities in general are subject to market risks that may cause their prices to fluctuate over time. Fluctuations in the value of equity securities in which a fund invests will cause the net asset value of a fund to fluctuate. The Funds purchase equity securities traded in the U.S. or foreign countries on securities exchanges or the over-the-counter market. Equity securities are described in more detail below:

•	Commodity Equity Securities – Commodity equity securities represent equity securities of companies that principally engage in the energy, metals, and agriculture group of industries. These companies may include, for example, integrated oil companies; companies engaged in the exploration and production of oil and gas; companies primarily involved in the production and mining of coal, related products, and other consumable fuels; fertilizer and agricultural chemicals companies; producers of aluminum and related products; companies engaged in producing or extracting metals and minerals; producers of gold, precious metals and minerals, and related products; producers of iron and steel; manufacturers of timber and related wood and paper products; and producers of agricultural products, including crop growers, owners of plantations, and companies that produce and process foods
	Market conditions, interest rates, and economic, regulatory, or financial developments could significantly affect a group of related industries, and the securities of companies in that group of industries could react similarly to these or other developments. In addition, from time to time, a small number of companies may represent a large portion of a group of related industries as a whole, and these companies can be sensitive to adverse economic, regulatory, or financial developments.
	The commodities industries can be significantly affected by the level and volatility of commodity prices; world events including international monetary and political developments; import controls and worldwide

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	competition; exploration and production spending; and tax and other government regulations and economic conditions.
•	Common Stock. Common stock represents an equity or ownership interest in an issuer. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds and preferred stock take precedence over the claims of those who own common stock.
•	Preferred Stock. Preferred stock represents an equity or ownership interest in an issuer that pays dividends at a specified rate and that has precedence over common stock in the payment of dividends. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds take precedence over the claims of those who own preferred and common stock.
•	Convertible Securities. Convertible securities are bonds, debentures, notes, preferred stocks or other securities that may be converted or exchanged (by the holder or by the issuer) into shares of the underlying common stock (or cash or securities of equivalent value) at a stated exchange ratio. A convertible security may also be called for redemption or conversion by the issuer after a particular date and under certain circumstances (including a specified price) established upon issue. If a convertible security held by a fund is called for redemption or conversion, the fund could be required to tender it for redemption, convert it into the underlying common stock, or sell it to a third-party.
	Convertible securities generally have less potential for gain or loss than common stocks. Convertible securities generally provide yields higher than the underlying common stocks, but generally lower than comparable non-convertible securities. Because of this higher yield, convertible securities generally sell at a price above their “conversion value,” which is the current market value of the stock to be received upon conversion. The difference between this conversion value and the price of convertible securities will vary over time depending on changes in the value of the underlying common stocks and interest rates. When the underlying common stocks decline in value, convertible securities will tend not to decline to the same extent because of the interest or dividend payments and the repayment of principal at maturity for certain types of convertible securities. However, securities that are convertible other than at the option of the holder generally do not limit the potential for loss to the same extent as securities convertible at the option of the holder. When the underlying common stocks rise in value, the value of convertible securities may also be expected to increase. At the same time, however, the difference between the market value of convertible securities and their conversion value will narrow, which means that the value of convertible securities will generally not increase to the same extent as the value of the underlying common stocks. Because convertible securities may also be interest-rate sensitive, their value may increase as interest rates fall and decrease as interest rates rise. Convertible securities are also subject to credit risk, and are often lower-quality securities.
•	Small and Mid-Cap Issuers. Generally, capitalization or market capitalization is a measure of a company’s size. Investing in equity securities of small and mid-cap companies often involves greater risk than is customarily associated with investments in larger capitalization companies. This increased risk may be due to the greater business risks of smaller size, limited markets and financial resources, narrow product lines and frequent lack of depth of management. The securities of smaller companies are often traded in the over-the-counter market and even if listed on a national securities exchange may not be traded in volumes typical for that exchange. Consequently, the securities of smaller companies are less likely to be liquid, may have limited market stability, and may be subject to more abrupt or erratic market movements than securities of larger, more established growth companies or the market averages in general.
•	Equity-Linked Securities. A Fund may invest in equity-linked securities, including, among others, PERCS, ELKS or LYONs, which are securities that are convertible into, or the value of which is based upon the value of, equity securities upon certain terms and conditions. The amount received by an investor at maturity of such securities is not fixed but is based on the price of the underlying common stock. It is impossible to predict whether the price of the underlying common stock will rise or fall. Trading prices of the underlying common stock will be influenced by the issuer’s operational results, by complex, interrelated political, economic, financial or other factors affecting the capital markets, the stock exchanges on which the underlying common stock is traded and the market segment of which the issuer is a part. In addition, it is not possible to predict how equity-linked securities will trade in the secondary market. The market for such securities may be

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shallow, and high volume trades may be possible only with discounting. In addition to the foregoing risks, the return on such securities depends on the creditworthiness of the issuer of the securities, which may be the issuer of the underlying securities or a third-party investment banker or other lender. The creditworthiness of such third-party issuer equity-linked securities may, and often does, exceed the creditworthiness of the issuer of the underlying securities. The advantage of using equity-linked securities over traditional equity and debt securities is that the former are income producing vehicles that may provide a higher income than the dividend income on the underlying equity securities while allowing some participation in the capital appreciation of the underlying equity securities. Another advantage of using equity-linked securities is that they may be used for hedging to reduce the risk of investing in the generally more volatile underlying equity securities.

The following are three examples of equity-linked securities. A Fund may invest in the securities described below or other similar equity-linked securities.

• PERCS. Preferred Equity Redemption Cumulative Stock (“PERCS”) technically is preferred stock with some characteristics of common stock. PERCS are mandatorily convertible into common stock after a period of time, usually three years, during which the investors’ capital gains are capped, usually at 30%. Commonly, PERCS may be redeemed by the issuer at any time or if the issuer’s common stock is trading at a specified price level or better. The redemption price starts at the beginning of the PERCS duration period at a price that is above the cap by the amount of the extra dividends the PERCS holder is entitled to receive relative to the common stock over the duration of the PERCS and declines to the cap price shortly before maturity of the PERCS. In exchange for having the cap on capital gains and giving the issuer the option to redeem the PERCS at any time or at the specified common stock price level, the Fund may be compensated with a substantially higher dividend yield than that on the underlying common stock.

• ELKS. Equity-Linked Securities (“ELKS”) differ from ordinary debt securities, in that the principal amount received at maturity is not fixed but is based on the price of the issuer’s common stock. ELKS are debt securities commonly issued in fully registered form for a term of three years under an indenture trust. At maturity, the holder of ELKS will be entitled to receive a principal amount equal to the lesser of a cap amount, commonly in the range of 30% to 55% greater than the current price of the issuer’s common stock, or the average closing price per share of the issuer’s common stock, subject to adjustment as a result of certain dilution events, for the 10 trading days immediately prior to maturity. Unlike PERCS, ELKS are commonly not subject to redemption prior to maturity. ELKS usually bear interest six times during the three-year term at a substantially higher rate than the dividend yield on the underlying common stock. In exchange for having the cap on the return that might have been received as capital gains on the underlying common stock, the Fund may be compensated with the higher yield, contingent on how well the underlying common stock does.

• LYONS. Liquid Yield Option Notes (“LYONS”) differ from ordinary debt securities, in that the amount received prior to maturity is not fixed but is based on the price of the issuer’s common stock. LYONs are zero-coupon notes that sell at a large discount from face value. For an investment in LYONs, a Fund will not receive any interest payments until the notes mature, typically in 15 to 20 years, when the notes are redeemed at face, or par value. The yield on LYONs, typically, is lower-than-market rate for debt securities of the same maturity, due in part to the fact that the LYONs are convertible into common stock of the issuer at any time at the option of the holder of the LYONs. Commonly, the LYONs are redeemable by the issuer at any time after an initial period or if the issuer’s common stock is trading at a specified price level or better, or, at the option of the holder, upon certain fixed dates. The redemption price typically is the purchase price of the LYONs plus accrued original issue discount to the date of redemption, which amounts to the lower-than-market yield. A Fund will receive only the lower-than-market yield unless the underlying common stock increases in value at a substantial rate. LYONs are attractive to investors, like a Fund, when it appears that they will increase in value due to the rise in value of the underlying common stock.

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Eurodollar and Yankee Dollar Obligations. Eurodollar obligations are U.S. dollar denominated obligations issued outside the United States by non-U.S. corporations or other entities. Yankee dollar obligations are U.S. dollar denominated obligations issued in the United States by non-U.S. corporations or other entities. Eurodollar and Yankee Dollar obligations are subject to the same risks that pertain to the domestic issues, notably credit risk, market risk and liquidity risk. Additionally, Eurodollar and Yankee Dollar obligations are subject to certain sovereign risks. One such risk is the possibility that a sovereign country might prevent capital from flowing across their borders. Other risks include: adverse political and economic developments; the extent and quality of government regulation of financial markets and institutions; the imposition of foreign withholding taxes; and the expropriation or nationalization or foreign issuers.

Exchange Traded Funds (“ETFs”). ETFs are investment companies whose shares are bought and sold on a securities exchange. An ETF holds a portfolio of securities designed to track a particular market segment or index. Some examples of ETFs are SPDRs^â, DIAMONDS^SM, NASDAQ 100 Index Tracking Stock^SM (“QQQs ^SM”), iShares^â and VIPERs^â. A Fund could purchase an ETF to temporarily gain exposure to a portion of the U.S. or foreign market. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile than the underlying portfolio of securities and ETFs have management fees that increase their costs versus the costs of owning the underlying securities directly. (See also “Investment Company Shares” below).

Fixed Income Securities. Fixed income securities are debt obligations issued by corporations, municipalities and other borrowers. Coupons may be fixed or adjustable, based on a pre-set formula. The market value of fixed income investments may change in response to interest rate changes and other factors. During periods of falling interest rates, the values of outstanding fixed income securities generally rise. Conversely, during periods of rising interest rates, the values of such securities generally decline. Moreover, while securities with longer maturities tend to produce higher yields, the prices of longer maturity securities are also subject to greater market fluctuations as a result of changes in interest rates. Changes by recognized agencies in the rating of any fixed income security and in the ability of an issuer to make payments of interest and principal will also affect the value of these investments. Changes in the value of portfolio securities will not affect cash income derived from these securities but will affect a Fund’s net asset value.

Floating Rate Instruments. Floating rate instruments have a rate of interest that is set as a specific percentage of a designated base rate (such as LIBOR). Such obligations are frequently secured by letters of credit or other credit support arrangements provided by banks. The quality of the underlying credit or of the bank, as the case may be, must, in the Subadviser’s opinion be equivalent to the long-term bond or commercial paper ratings stated in the prospectus. The Subadviser will monitor the earning power, cash flow and liquidity ratios of the issuers of such instruments and the ability of an issuer of a demand instrument to pay principal and interest on demand.

Foreign Securities. Foreign securities may include U.S. dollar denominated obligations or securities of foreign issuers denominated in other currencies. Possible investments include obligations of foreign corporations and other entities, obligations of foreign branches of U.S. banks and of foreign banks, including, without limitation, European Certificates of Deposit, European Time Deposits, European Bankers’ Acceptances, Canadian Time Deposits, Europaper and Yankee Certificates of Deposit, and investments in Canadian Commercial Paper and foreign securities. These instruments have investment risks that differ in some respects from those related to investments in obligations of U.S. domestic issuers. These risks include future adverse political and economic developments, the possible imposition of withholding taxes on interest or other income, possible seizure, nationalization, or expropriation of foreign deposits, the possible establishment of exchange controls or taxation at the source, greater fluctuations in value due to changes in exchange rates, or the adoption of other foreign governmental restrictions which might adversely affect the payment of principal and interest on such obligations. These investments may also entail higher custodial fees and sales commissions than domestic investments. Foreign issuers of securities or obligations are often subject to accounting treatment and engage in business practices different from those respecting domestic issuers of similar securities or obligations. Foreign branches of U.S. banks and foreign banks may be subject to less stringent reserve requirements than those applicable to domestic branches of U.S. banks.

In making investment decisions for the Funds, the Subadvisers evaluate the risks associated with investing Fund assets in a particular country, including risks stemming from a country’s financial infrastructure and settlement practices; the likelihood of expropriation, nationalization or confiscation of invested assets; prevailing or developing custodial

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practices in the country; the country’s laws and regulations regarding the safekeeping, maintenance and recovery of invested assets, the likelihood of government-imposed exchange control restrictions which could impair the liquidity of Fund assets maintained with custodians in that country, as well as risks from political acts of foreign governments (“country risks”). Of course, the Subadviser cannot assure that the Fund will not suffer losses resulting from investing in foreign countries.

Holding Fund assets in foreign countries through specific foreign custodians presents additional risks, including but not limited to the risks that a particular foreign custodian or depository will not exercise proper care with respect to Fund assets or will not have the financial strength or adequate practices and procedures to properly safeguard Fund assets.

By investing in foreign securities, the Funds attempt to take advantage of differences between both economic trends and the performance of securities markets in the various countries, regions and geographic areas as prescribed by each Fund’s investment objective and policies. During certain periods the investment return on securities in some or all countries may exceed the return on similar investments in the United States, while at other times the investment return may be less than that on similar U.S. securities. The international investments of a Fund may reduce the effect that events in any one country or geographic area will have on its investment holdings. Of course, negative movement by a Fund’s investments in one foreign market represented in its portfolio may offset potential gains from the Fund’s investments in another country’s markets.

Emerging countries are all countries that are considered to be developing or emerging countries by the World Bank or the International Finance Corporation, as well as countries classified by the United Nations or otherwise regarded by the international financial community as developing.

Foreign Currency: A Fund may temporarily hold funds in bank deposits in foreign currencies during the completion of investment programs. A Fund may conduct foreign currency exchange transactions either on a spot (cash) basis at the spot rate prevailing in the foreign exchange market or by entering into a foreign currency forward contract (“forward contract”). A forward contract involves an obligation to purchase or sell a specific amount of a specific currency at a future date, which may be any fixed number of days (usually less than one year) from the date of the contract agreed upon by the parties, at a price set at the time of the contract. Forward contracts are considered “derivatives” — financial instruments whose performance is derived, at least in part, from the performance of another asset (such as a security, currency or an index of securities). A forward contract “locks in” the exchange rate between the currency it will deliver and the currency it will receive at the maturity of the contract. A Fund may enter into forward contracts to hedge against risks arising from securities the Fund owns or anticipates purchasing, or the U.S. dollar value of interest and dividends paid on those securities. In addition, the Fund may enter into forward contracts to gain exposure to foreign markets.

At or before settlement of a forward contract, a Fund may either deliver the currency or terminate its contractual obligation to deliver the currency by purchasing an offsetting contract. If a Fund makes delivery of the foreign currency, it may be required to obtain the currency through the conversion of assets of a Fund into the currency. A Fund may close out a forward contract by purchasing or selling an offsetting contract, in which case it will realize a gain or a loss.

A Fund may invest in a combination of forward contracts and U.S. dollar-denominated instruments in an attempt to obtain an investment result that is substantially the same as a direct investment in a foreign currency-denominated instrument. This investment technique creates a “synthetic” position in the particular foreign-currency instrument whose performance the manager is trying to duplicate. For example, the combination of U.S. dollar-denominated money market instruments with “long” forward contracts creates a position economically equivalent to a money market instrument denominated in the foreign currency itself. Such combined positions are sometimes necessary when the money market in a particular foreign currency is small or relatively illiquid.

For hedging purposes, a Fund may invest in forward contracts to hedge either specific transactions (transaction hedging) or portfolio positions (position hedging). Transaction hedging is the purchase or sale of forward contracts with respect to specific receivables or payables of a Fund in connection with the purchase and sale of portfolio

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securities. Position hedging is the sale of a forward contract on a particular currency with respect to portfolio positions denominated or quoted in that currency.

A Fund may use forward contracts for position hedging if consistent with its policy of trying to expose its net assets to foreign currencies. A Fund is not required to enter into forward contracts for hedging purposes and it is possible that a Fund may not be able to hedge against a currency. It also is possible, under certain circumstances that a Fund may have to limit its currency transactions to qualify as a “regulated investment company” under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”).

Each Fund currently does not intend to enter into a forward currency contract with a term of more than one year, or to engage in position hedging with respect to the currency of a particular country to more than the aggregate market value (at the time the hedging transaction is entered into) of its portfolio securities denominated in (or quoted in or currently convertible into or directly related through the use of forward currency contracts in conjunction with money market instruments to) that particular currency. At or before the maturity of a forward currency contract, a Fund may either sell a portfolio security and make delivery of the currency, or retain the security and terminate its contractual obligation to deliver the currency by buying an “offsetting” contract obligating it to buy, on the same maturity date, the same amount of the currency. If a Fund engages in an offsetting transaction, it may later enter into a new forward currency contract to sell the currency.

If a Fund engages in an offsetting transaction, it will incur a gain or loss to the extent that there has been movement in forward currency contract prices. If forward prices go down during the period between the date a Fund enters into a forward currency contract for the sale of a currency and the date it enters into an offsetting contract for the purchase of the currency, the Fund will realize a gain to the extent that the price of the currency it has agreed to sell exceeds the price of the currency it has agreed to buy. If forward prices go up, a Fund will suffer a loss to the extent the price of the currency it has agreed to buy exceeds the price of the currency it has agreed to sell.

A Fund may also enter into a forward contract to sell, for a fixed amount of U.S. dollars or other appropriate currency, the amount of foreign currency approximating the value of some or all of the Fund’s securities denominated in the foreign currency. A Fund may realize a gain or loss from currency transactions.

When a Fund purchases or sells a forward contract, under applicable federal securities laws, rules, and interpretations thereof and applicable exchange rules, a Fund must “set aside” (referred to sometimes as “asset segregation”) liquid assets, or engage in other measures to “cover” open positions with respect to such transactions. For example, with respect to forward contracts that are not contractually required to “cash-settle,” a Fund must cover its open positions by setting aside liquid assets equal to the contracts’ full, notional value. With respect to forward contracts that are contractually required to “cash-settle,” a Fund may set aside or deliver liquid assets, including cash, in an amount equal to a Fund’s daily marked-to-market (net) obligation rather than the notional value. By setting aside or delivering assets equal to only its net obligation under “cash-settled” forward contracts, a Fund will have the ability to employ leverage to a greater extent than if a Fund were required to segregate assets equal to the full notional value of such contracts. The Funds reserve the right to modify their asset segregation policies in the future.

A Fund may otherwise cover the transaction by means of an offsetting transaction or by other means permitted by the 1940 Act or the rules and SEC interpretations thereunder. In as much as these transactions are entered into for hedging purposes or are offset by segregating liquid assets, as permitted by applicable law, the Funds and their Subadviser believe that these transactions do not constitute senior securities under the 1940 Act and, accordingly, will not treat them as being subject to a Fund’s borrowing restrictions. The Funds reserve the right to modify their asset segregation policies in the future.

Foreign Sovereign Debt Securities. Investing in fixed and floating rate high yield foreign sovereign debt securities will expose a Fund to the direct or indirect consequences of political, social or economic changes in countries that issue the securities. The ability of a foreign sovereign obligor to make timely payments on its external debt obligations will also be strongly influenced by the obligor’s balance of payments, including export performance, its access to international credits and investments, fluctuations in interest rates and the extent of its foreign reserves. A country whose exports are concentrated in a few commodities or whose economy depends on certain strategic imports could be vulnerable to fluctuations in international prices of these commodities or imports. To the extent that a country

SAI 9

receives payment for its exports in currencies other than dollars, its ability to make debt payments denominated in dollars could be adversely affected. If a foreign sovereign obligor cannot generate sufficient earnings from foreign trade to service its external debt, it may need to depend on continuing loans and aid from foreign governments, commercial banks and multilateral organizations, and inflows of foreign investment. The commitment on the part of these foreign governments, multilateral organizations and others to make such disbursements may be conditioned on the government’s implementation of economic reforms and/or economic performance and the timely service of its obligations. Failure to implement such reforms, achieve such levels of economic performance or repay principal or interest when due may result in the cancellation of such third parties’ commitments to lend funds, which may further impair the obligor’s ability or willingness to timely service its debts.

Forward Roll Transactions. To enhance current income, each Fund may enter into forward roll transactions with respect to mortgage-related securities. In a forward roll transaction, the Fund sells a mortgage-related security to a financial institution, such as a bank or broker-dealer, and simultaneously agrees to repurchase a similar security from the institution at a later date at an agreed upon price. The securities that are repurchased will bear the same interest rate as those sold, but generally will be collateralized by different pools of mortgages with different pre-payment histories than those sold. During the period between the sale and purchase, the Fund will not be entitled to receive interest and principal payments on the securities sold. Proceeds of the sale typically will be invested in short-term instruments, particularly repurchase agreements, and the income from these investments, together with any additional fee income received on the sale will be expected to generate income for the Fund exceeding the yield on the securities sold. Forward roll transactions involve the risk that the market value of the securities sold by the Fund may decline below the purchase price of those securities. The Fund will segregate permissible liquid assets at least equal to the amount of the repurchase price (including accrued interest).

Futures and Options on Futures. Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of a specific security at a specified future time and at a specified price. An option on a futures contract gives the purchaser the right, in exchange for a premium, to assume a position in a futures contract at a specified exercise price during the term of the option. A Fund will reduce the risk that it will be unable to close out a futures contract by only entering into futures contracts that are traded on a national futures exchange regulated by the Commodities Futures Trading Commission (“CFTC”). A Fund may use futures contracts and related options for bona fide hedging; attempting to offset changes in the value of securities held or expected to be acquired or be disposed of; attempting to minimize fluctuations in foreign currencies; attempting to gain exposure to a particular market, index or instrument; or other risk management purposes. To the extent the Fund uses futures and/or options on futures, it will do so in accordance with Rule 4.5 of the Commodity Exchange Act (“CEA”). The Trust, on behalf of the Funds, has filed a notice of eligibility for exclusion from the definition of the term “commodity pool operator” in accordance with Rule 4.5 and therefore, no Fund is subject to registration or regulation as a commodity pool operator under the CEA.

An index futures contract is a bilateral agreement pursuant to which two parties agree to take or make delivery of an amount of cash equal to a specified dollar amount times the difference between the index value at the close of trading of the contract and the price at which the futures contract is originally struck. No physical delivery of the securities comprising the index is made; generally contracts are closed out prior to the expiration date of the contract.

When a Fund purchases or sells a futures contract, under applicable federal securities laws, rules, and interpretations thereof and applicable exchange rules, a Fund must “set aside” (referred to sometimes as “asset segregation”) liquid assets, or engage in other measures to “cover” open positions with respect to such transactions. For example, with respect to futures contracts that are not contractually required to “cash-settle,” a Fund must cover its open positions by setting aside liquid assets equal to the contracts’ full, notional value. With respect to futures contracts that are contractually required to “cash-settle,” a Fund may set aside or deliver liquid assets, including cash, in an amount equal to a Fund’s daily marked-to-market (net) obligation rather than the notional value. By setting aside or delivering assets equal to only its net obligation under “cash-settled” futures contracts, a Fund will have the ability to employ leverage to a greater extent than if a Fund were required to segregate assets equal to the full notional value of such contracts. The Funds reserve the right to modify their asset segregation policies in the future.

The Fund may also cover its long position in a futures contract by purchasing a put option on the same futures contract with a strike price (i.e., an exercise price) as high as or higher than the price of the futures contract. In the alternative, if

SAI 10

the strike price of the put is less than the price of the futures contract, the Fund will maintain in a segregated account cash or liquid securities equal in value to the difference between the strike price of the put and the price of the futures contract. The Fund may also cover its long position in a futures contract by taking a short position in the instruments underlying the futures contract, or by taking positions in instruments with prices, which are expected to move relatively consistently with the futures contract. The Fund may cover its short position in a futures contract by taking a long position in the instruments underlying the futures contracts, or by taking positions in instruments with prices, which are expected to move relatively consistently with the futures contract.

A Fund may cover its sale of a call option on a futures contract by taking a long position in the underlying futures contract at a price less than or equal to the strike price of the call option. In the alternative, if the long position in the underlying futures contract is established at a price greater than the strike price of the written (sold) call, a Fund will maintain in a segregated account cash or liquid securities equal in value to the difference between the strike price of the call and the price of the futures contract. The Fund may also cover its sale of a call option by taking positions in instruments with prices which are expected to move relatively consistently with the call option. A Fund may cover its sale of a put option on a futures contract by taking a short position in the underlying futures contract at a price greater than or equal to the strike price of the put option, or, if the short position in the underlying futures contract is established at a price less than the strike price of the written put, the fund will maintain in a segregated account cash or liquid securities equal in value to the difference between the strike price of the put and the price of the futures contract. A Fund may also cover its sale of a put option by taking positions in instruments with prices, which are expected to move relatively consistently with the put option.

In as much as these transactions are entered into for hedging purposes or are offset by segregating liquid assets, as permitted by applicable law, the Funds and their Subadvisers believe that these transactions do not constitute senior securities under the 1940 Act and, accordingly, will not treat them as being subject to a Fund’s borrowing restrictions.

There are significant risks associated with a Fund’s use of futures contracts and related options, including the following: (1) the success of a hedging strategy may depend on the Adviser’s ability to predict movements in the prices of individual securities, fluctuations in markets and movements in interest rates, (2) there may be an imperfect or no correlation between the changes in market value of the securities held by a Fund and the prices of futures and options on futures, (3) there may not be a liquid secondary market for a futures contract or option, (4) trading restrictions or limitations may be imposed by an exchange, and (5) government regulations may restrict trading in futures contracts and options on futures. In addition, some strategies reduce a Fund’s exposure to price fluctuations, while others tend to increase its market exposure

Guaranteed Investment Contracts (“GICs”). A GIC is a general obligation of the issuing insurance company and not a separate account. The purchase price paid for a GIC becomes part of the general assets of the issuer, and the contract is paid at maturity from the general assets of the issuer. Generally, GICs are not assignable or transferable without the permission of the issuing insurance company. For this reason, an active secondary market in GICs does not currently exist and GICs are considered to be illiquid investments.

Hedging Techniques. Hedging is an investment strategy designed to offset investment risks. Hedging activities include, among other things, the use of options and futures. There are risks associated with hedging activities, including: (i) the success of a hedging strategy may depend on an ability to predict movements in the prices of individual securities, fluctuations in markets, and movements in interest rates; (ii) there may be an imperfect or no correlation between the changes in market value of the securities held by a Fund and the prices of futures and option on futures; (iii) there may not be a liquid secondary market for a futures contract or option; and (iv) trading restrictions or limitations may be imposed by an exchange, and government regulations may restrict trading in futures contracts and options.

High Yield Securities. High yield securities, commonly referred to as junk bonds, are debt obligations rated below investment grade, i.e., below BBB- by Standard & Poor’s Ratings Group (“S&P”) or Baa3 by Moody’s Investors Service, Inc. (“Moody’s”), or their unrated equivalents. The risks associated with investing in high yield securities include:

1. High yield, lower rated bonds may involve greater risk of default or price declines than investments in investment grade securities (e.g., securities rated BBB- or higher by S&P or Baa3 or higher by Moody’s) due to changes in the issuer’s creditworthiness.

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2. The market for high risk, high yield securities may be thinner and less active, causing market price volatility and limited liquidity in the secondary market. This may limit the ability of a Fund to sell these securities at their fair market values either to meet redemption requests, or in response to changes in the economy or the financial markets.

3. Market prices for high risk, high yield securities may also be affected by investors’ perception of the issuer’s credit quality and the outlook for economic growth. Thus, prices for high risk, high yield securities may move independently of interest rates and the overall bond market.

4. The market for high risk, high yield securities may be adversely affected by legislative and regulatory developments.

Illiquid Securities. Illiquid securities are securities that cannot be sold or disposed of in the ordinary course of business (within seven days) at approximately the prices at which they are valued. Because of their illiquid nature, illiquid securities must be priced at fair value as determined in good faith pursuant to procedures approved by the Trust’s Board of Trustees. Despite such good faith efforts to determine fair value prices, a Fund’s illiquid securities are subject to the risk that the security’s fair value price may differ from the actual price, which the Fund may ultimately realize upon its sale or disposition. Difficulty in selling illiquid securities may result in a loss or may be costly to a Fund. Under the supervision of the Trust’s Board of Trustees, the Subadviser determines the liquidity of a Fund’s investments. In determining the liquidity of a Fund’s investments, the Subadviser may consider various factors, including (1) the frequency and volume of trades and quotations, (2) the number of dealers and prospective purchasers in the marketplace, (3) dealer undertakings to make a market, and (4) the nature of the security and the market in which it trades (including any demand, put or tender features, the mechanics and other requirements for transfer, any letters of credit or other credit enhancement features, any ratings, the number of holders, the method of soliciting offers, the time required to dispose of the security, and the ability to assign or offset the rights and obligations of the security). A Fund will not invest more than 15% of its net assets (5% with respect to the Money Market Funds) in illiquid securities.

Initial Public Offerings. A Fund may invest in a company’s securities at the time of a company’s initial public offering (“IPO”). Companies involved in IPOs are often smaller and have a limited operating history, which involves a greater risk that the value of their securities will be impaired following the IPO. In addition, market psychology prevailing at the time of an IPO can have a substantial and unpredictable effect on the price of an IPO security, causing the price of a company’s securities to be particularly volatile at the time of its IPO and for a period thereafter. As a result, a Fund’s Adviser or Sub-Adviser might decide to sell an IPO security more quickly than it would otherwise, which may result in significant gains or losses to the Fund.

Inverse Floaters. A Fund may invest in municipal securities whose interest rates bear an inverse relationship to the interest rate on another security or the value of an index (“Inverse Floaters”). An investment in Inverse Floaters may involve greater risk than an investment in a fixed rate bond. Because changes in the interest rate on the other security or index inversely affect the residual interest paid on the Inverse Floater, the value and income of an inverse floater is generally more volatile than that of a fixed rate bond. Inverse Floaters have varying degrees of liquidity, and the market for these securities is relatively volatile. These securities tend to underperform the market for fixed rate bonds in a rising interest rate environment, but tend to outperform the market for fixed rate bonds when interest rates decline.

Investment Company Shares. A Fund may invest in the securities of other investment companies to the extent that such an investment would be consistent with the requirements of the 1940 Act and the Fund’s investment objectives. Notwithstanding these restrictions, each Fund may invest any amount, pursuant to Rule 12d1-1 of the 1940 Act, in affiliated or unaffiliated investment companies that hold themselves out as “money market funds” and which operate in accordance with Rule 2a-7 of the 1940 Act. A Fund will indirectly bear its proportionate share of any management fees paid by an investment company in which it invests in addition to the advisory fee paid by the Fund.

Under Section 12(d)(1) of the 1940 Act, a Fund may invest only up to 5% of its total assets in the securities of any one investment company (other than money market funds), but may not own more than 3% of the outstanding voting stock of any one investment company or invest more than 10% of its total assets in the securities of other investment

SAI 12

companies. However, a Fund may exceed these limits if (i) the ETF or the Fund has received an order for exemptive relief from the 3%, 5%, or 10% limitations from the SEC that is applicable to the Fund; and (ii) the ETF and the Fund take appropriate steps to comply with any conditions in such order. In the alternative, a Fund may rely on Rule 12d1-3, which allows unaffiliated mutual funds to exceed the 5% Limitation and the 10% Limitation, provided the aggregate sales loads any investor pays (i.e., the combined distribution expenses of both the acquiring fund and the acquired funds) does not exceed the limits on sales loads established by Financial Industry Regulatory Authority (“FINRA”), for funds of funds. (UPDATE ISHARES INFO — GLOBALLY)

For hedging or other purposes, each Fund may invest in investment companies that seek to track the composition and/or performance of specific indexes or portions of specific indexes. Certain of these investment companies, known as ETFs, are traded on a securities exchange. (See “Exchange Traded Funds” above.) The market prices of index-based investments will fluctuate in accordance with changes in the underlying portfolio securities of the investment company and also due to supply and demand of the investment company’s shares on the exchange upon which the shares are traded. Index-based investments may not replicate or otherwise match the composition or performance of their specified index due to transaction costs, among other things. Pursuant to orders issued by the SEC to iShares^® Funds, The Select Sector SPDR Trust, streetTRACKS Series Trust, streetTRACKS Index Shares Fund and Vanguard Trust and procedures approved by the Board, each Fund may invest in iShares^® Funds, The Select Sector SPDR Trust, streetTRACKS Series Trust, streetTRACKS Index Shares Fund and Vanguard Trust in excess of the 5% and 10% limits described above, provided that the Fund has described ETF investments in its prospectus and otherwise complies with the conditions of the SEC, as it may be amended, and any other applicable investment limitations. iShares^® is a registered trademark of BlackRock Institutional Trust Company, N.A. (“BlackRock”). Neither BlackRock, The Select Sector SPDR Trust, streetTRACKS Series Trust, streetTRACKS Index Shares Fund nor the iShares^® Funds makes any representations regarding the advisability of investing in the Funds.

Investment Grade Obligations. Investment grade obligations are fixed income obligations rated by one or more of the rating agencies in one of the four highest rating categories at the time of purchase (e.g., AAA, AA, A or BBB by S&P or Fitch, Inc. (“Fitch”), or Aaa, Aa, A or Baa by Moody’s or determined to be of equivalent quality by the Subadviser). Securities rated BBB or Baa represents the lowest of four levels of investment grade obligations and are regarded as borderline between sound obligations and those in which the speculative element begins to predominate. Ratings assigned to fixed income securities represent only the opinion of the rating agency assigning the rating and are not dispositive of the credit risk associated with the purchase of a particular fixed income obligation. A Fund may hold unrated securities if its Subadviser considers the risks involved in owning that security to be equivalent to the risks involved in holding an instrument grade security. Moreover, market risk also will affect the prices of even the highest rated fixed income obligation so that their prices may rise or fall even if the issuer’s capacity to repay its obligation remains unchanged.

Leveraged Buyouts. A Fund may invest in leveraged buyout limited partnerships and funds that, in turn, invest in leveraged buyout transactions (“LBOs”). An LBO, generally, is an acquisition of an existing business by a newly formed corporation financed largely with debt assumed by such newly formed corporation to be later repaid with funds generated from the acquired company. Equity investments in LBOs may appreciate substantially in value given only modest growth in the earnings or cash flow of the acquired business. Investments in LBO limited partnerships and funds, however, present a number of risks. Investments in LBO limited partnerships and funds will normally lack liquidity and may be subject to intense competition from other LBO limited partnerships and funds. Additionally, if the cash flow of the acquired company is insufficient to service the debt assumed in the LBO, the LBO limited partnership or fund could lose all or part of its investment in such acquired company.

Master Limited Partnerships. Master limited partnerships (“MLPs”) are limited partnerships in which ownership units are publicly traded. MLPs often own or own interests in properties or businesses that are related to oil and gas industries, including pipelines, although MLPs may invest in other types of industries, or in credit-related investments. Generally, an MLP is operated under the supervision of one or more managing general partners. Limited partners (like a Fund that invests in an MLP) are not involved in the day-to-day management of the partnership. A Fund also may invest in companies who serve (or whose affiliates serve) as the general partner of an MLP.

Investments in MLPs are generally subject to many of the risks that apply to partnerships. For example, holders of the units of MLPs may have limited control and limited voting rights on matters affecting the partnership. There may be fewer corporate protections afforded investors in an MLP than investors in a corporation. Conflicts of interest may

SAI 13

exist among unit holders, subordinated unit holders and the general partner of an MLP, including those arising from incentive distribution payments. MLPs that concentrate in a particular industry or region are subject to risks associated with such industry or region. MLPs holding credit-related investments are subject to interest rate risk and the risk of default on payment obligations by debt issuers. Investments held by MLPs may be illiquid. MLP units may trade infrequently and in limited volume, and they may be subject to more abrupt or erratic price movements than securities of larger or more broadly based companies.

The Funds may also hold investments in limited liability companies that have many of the same characteristics and are subject to many of the same risks as master limited partnerships.

Distributions attributable to gain from the sale of master limited partnerships may be taxed as ordinary income.

Medium-Term Notes. Medium-term notes are periodically or continuously offered corporate or agency debt that differs from traditionally underwritten corporate bonds only in the process by which they are issued.

Money Market Securities. Money market securities include short-term U.S. government securities; custodial receipts evidencing separately traded interest and principal components of securities issued by the U.S. Treasury; commercial paper rated in the highest short-term rating category by a nationally recognized statistical ratings organization (“NRSRO”), such as S&P or Moody’s, or determined by the Subadviser to be of comparable quality at the time of purchase; short-term bank obligations (certificates of deposit, time deposits and bankers’ acceptances) of U.S. commercial banks with assets of at least $1 billion as of the end of their most recent fiscal year; and repurchase agreements involving such securities. Each of these money market securities are described herein. For a description of ratings, see Appendix A to this SAI.

Mortgage-Backed Securities. A Fund may invest in mortgage-backed and asset-backed securities. Mortgage-backed securities (“MBS”) are securities which represent ownership interests in, or are debt obligations secured entirely or primarily by, “pools” of residential or commercial and reverse mortgage loans or other asset-backed securities (the “Underlying Assets”). Such securities may be issued by U.S. government agencies and government-sponsored entities, such as Government National Mortgage Association (“GNMA”), Federal National Mortgage Association (“FNMA”), Federal Home Loan Mortgage Corporation (“FHLMC”), commercial banks, savings and loan associations, mortgage banks, or by issuers that are affiliates of or sponsored by such entities. The payment of interest and principal on mortgage-backed obligations issued by these entities may be guaranteed by the full faith and credit of the U.S. Government (in the case of GNMA), or may be guaranteed by the issuer (in the case of FNMA and MHLMC). However, these guarantees do not apply to the market prices and yields of these securities, which vary with changes in interest rates.

Obligations of GNMA are backed by the full faith and credit of the U.S. Government. Obligations of Fannie Mae and FHLMC are not backed by the full faith and credit of the U.S. Government, but are considered to be of high quality since such entities are considered to be instrumentalities of the United States. A Fund will not purchase mortgage-backed securities that do not meet the above minimum credit standards. In the case of mortgage-backed securities representing ownership interests in the Underlying Assets, the principal and interest payments on the underlying mortgage loans are distributed monthly to the holders of the mortgage-backed securities. In the case of mortgage-backed securities representing debt obligations secured by the Underlying Assets, the principal and interest payments on the underlying mortgage loans, and any reinvestment income thereon, provide the funds to pay debt service on such mortgage-backed securities.

Certain mortgage-backed securities represent an undivided fractional interest in the entirety of the Underlying Assets (or in a substantial portion of the Underlying Assets, with additional interests junior to that of the mortgage-backed security), and thus have payment terms that closely resemble the payment terms of the Underlying Assets.

In addition, many mortgage-backed securities are issued in multiple classes. Each class of such multi-class mortgage-backed securities, often referred to as a “tranche,” is issued at a specific fixed or floating coupon rate and has a stated maturity or final distribution date. Principal prepayment on the Underlying Assets may cause the MBS to be retired substantially earlier than their stated maturities or final distribution dates. Interest is paid or accrues on all or most classes of the MBS on a periodic basis, typically monthly or quarterly. The principal of and interest on the Underlying Assets may be allocated among the several classes of a series of MBS in many different ways. In a relatively common structure, payments of principal (including any principal prepayments) on the Underlying Assets are applied to the

SAI 14

classes of a series of MBS in the order of their respective stated maturities so that no payment of principal will be made on any class of MBS until all other classes having an earlier stated maturity have been paid in full. An important feature of MBS is that the principal amount is generally subject to partial or total prepayment at any time because the Underlying Assets (i.e., loans) generally may be prepaid at any time. The occurrence of prepayments is a function of several factors, including interest rates, general economic conditions, the location of the mortgaged property, the age of the mortgage or other underlying obligations, and other social and demographic conditions. Because prepayment rates of individual mortgage pools vary widely, the average life of a particular pool is difficult to predict. The rate of principal payments for a reverse mortgage-backed security depends on a variety of economic, geographic, social, and other factors, including interest rates and borrower mortality. Reverse mortgage-backed securities may respond differently to economic, geographic, social, and other factors than other mortgage-backed securities.

A reverse mortgage is a special type of home loan that lets a homeowner convert a portion of the equity in his or her home into cash. The equity built up over years of home mortgage payments can be paid to the borrower. But unlike a traditional home equity loan or second mortgage, no repayment is required until the borrower no longer uses the home as his or her principal residence. A reverse mortgage derives its name from the pattern of payments that is typically the reverse of a traditional mortgage loan used to buy a home. The three basic types of reverse mortgages are single purpose reverse mortgages, Federal Housing Administration (FHA) insured reverse mortgages and proprietary reverse mortgages. Single purpose reverse mortgages are offered only by some state and local government agencies and nonprofit organizations. FHA insured reverse mortgages, also known as Home Equity Conversion Mortgages, are the oldest and most popular reverse mortgage product and are insured by the federal government through FHA, a part of the U.S. Department of Housing and Urban Development. Proprietary reverse mortgages are private loans that are typically backed by the companies that originate them.

Private pass-through securities are mortgage-backed securities issued by a non-governmental agency, such as a trust. While they are generally structured with one or more types of credit enhancement, private pass-through securities generally lack a guarantee by an entity having the credit status of a governmental agency or instrumentality. The two principal types of private mortgage-backed securities are collateralized mortgage obligations (“CMOs”) and real estate mortgage investment conduits (“REMICs”).

CMOs are collateralized mortgage obligations, which are collateralized by mortgage pass-through securities. Cash flows from the mortgage pass-through securities are allocated to various tranches (a “tranche” is essentially a separate security) in a predetermined, specified order. Each tranche has a stated maturity — the latest date by which the tranche can be completely repaid, assuming no prepayments – and has an average life — the average of the time to receipt of a principal payment weighted by the size of the principal payment. The average life is typically used as a proxy for maturity because the debt is amortized (repaid a portion at a time), rather than being paid off entirely at maturity, as would be the case in a straight debt instrument.

Although some of the mortgages underlying CMOs may be supported by various types of insurance, and some CMOs may be backed by GNMA certificates or other mortgage pass-throughs issued or guaranteed by U.S. government agencies or instrumentalities, the CMOs themselves are not generally guaranteed.

REMICs are private entities formed for the purpose of holding a fixed pool of mortgages secured by an interest in real property. REMICs are similar to CMOs in that they issue multiple classes of securities and are rated in one of the two highest categories by S&P or Moody’s.

Investors may purchase beneficial interests in REMICs, which are known as “regular” interests, or “residual” interests. Guaranteed REMIC pass-through certificates (“REMIC Certificates”) issued by Fannie Mae or FHLMC represent beneficial ownership interests in a REMIC trust consisting principally of mortgage loans or Fannie Mae, FHLMC or GNMA-guaranteed mortgage pass-through certificates.

For FHLMC REMIC Certificates, FHLMC guarantees the timely payment of interest. GNMA REMIC Certificates are backed by the full faith and credit of the U.S. Government.

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Parallel pay CMOs and REMICs are structured to provide payments of principal on each payment date to more than one class. These simultaneous payments are taken into account in calculating the stated maturity date or final distribution date of each class, which must be retired by its stated maturity date or final distribution date, but may be retired earlier. Planned Amortization Class CMOs (“PAC Bonds”) generally require payments of a specified amount of principal on each payment date. PAC Bonds are always parallel pay CMOs with the required principal payment on such securities having the highest priority after interest has been paid to all classes.

Stripped mortgage-backed securities are securities that are created when a U.S. government agency or a financial institution separates the interest and principal components of a mortgage-backed security and sells them as individual securities. The holder of the “principal only” security (“PO”) receives the principal payments made by the underlying mortgage-backed security, while the holder of the “interest only” security (“IO”) receives interest payments from the same underlying security.

The prices of stripped mortgage-backed securities may be particularly affected by changes in interest rates. As interest rates fall, prepayment rates tend to increase, which tends to reduce prices of IOs and increase prices of POs. Rising interest rates can have the opposite effect.

Delegated Underwriting and Servicing (DUS) bonds are pools of multifamily housing loans issued by the Federal National Mortgage Association (Fannie Mae). DUS bonds have significant call protection in the form of prepayment penalties. The most common structures at the time of issuance are seven-year balloons with 6.5 years of prepayment protection and 10-year balloons with 9.5 years of prepayment protection. Borrowers must pay a prepayment penalty to prepay the loan during the specified prepayment protection period. In the event of default there is no penalty passed on to the investor.

Money Market Fund Investments. Investments by a money market fund are subject to limitations imposed under regulations adopted by the SEC. Under these regulations, money market funds may acquire only obligations that present minimal credit risk and that are “eligible securities,” which means they are (i) rated, at the time of investment, by at least two NRSROs (one if it is the only organization rating such obligation) in the highest rating category or, if unrated, determined to be of comparable quality (a “first tier security”), or (ii) rated according to the foregoing criteria in the second highest rating category or, if unrated, determined to be of comparable quality (“second tier security”) ”). In the case of taxable money market funds, Investments in second tier securities are subject to further constraints in that (i) no more than 3% of a money market fund’s assets may be invested in second tier securities and (ii) any investment in securities of any one such issuer is limited to a maximum of 0.5%half assets. At time of purchase, a taxable money market fund may not purchase securities of any issuer (except securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities) if, as a result, more than 5% of the total assets of a Fund would be invested in the securities of one issuer. However, a taxable money market fund may hold more than 5% of its assets in first tier securities of a single issuer for three “business days” (that is, any day other than a Saturday, Sunday or customary business holiday).

Municipal Forwards. Municipal forwards are forward commitments for the purchase of tax-exempt bonds with a specified coupon to be delivered by an issuer at a future date, typically exceeding 45 days but normally less than one year after the commitment date. Municipal forwards are normally used as a refunding mechanism for bonds that may only be redeemed on a designated future date. See “When-Issued Securities and Forward Commitment Securities” for more information.

Municipal Lease Obligations. Municipal lease obligations are securities issued by state and local governments and authorities to finance the acquisition of equipment and facilities. They may take the form of a lease, an installment purchase contract, a conditional sales contract, or a participation interest in any of the above.

Municipal Securities. Municipal bonds include general obligation bonds, revenue or special obligation bonds, private activity and industrial development bonds and participation interests in municipal bonds. General obligation bonds are backed by the taxing power of the issuing municipality. Revenue bonds are backed by the revenues of a project or facility (for example, tolls from a bridge). Certificates of participation represent an interest in an underlying obligation or commitment, such as an obligation issued in connection with a leasing arrangement. The payment of principal and

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interest on private activity and industrial development bonds generally is totally dependent on the ability of a facility’s user to meet its financial obligations and the pledge, if any, of real and personal property as security for the payment.

Municipal notes consist of general obligation notes, tax anticipation notes (notes sold to finance working capital needs of the issuer in anticipation of receiving taxes on a future date), revenue anticipation notes (notes sold to provide needed cash prior to receipt of expected non-tax revenues from a specific source), bond anticipation notes, certificates of indebtedness, demand notes and construction loan notes. A Fund’s investments in any of the notes described above will be limited to those obligations (i) where both principal and interest are backed by the full faith and credit of the United States, (ii) which are rated MIG-2 or V-MIG-2 at the time of investment by Moody’s, (iii) which are rated SP-2 at the time of investment by S&P, or (iv) which, if not rated by S&P or Moody’s, are in the Subadviser’s judgment, of at least comparable quality to MIG-2, VMIG-2 or SP-2.

From time to time, a municipality may refund a bond that it has already issued prior to the original bond’s call date by issuing a second bond, the proceeds of which are used to purchase securities. The securities are placed in an escrow account pursuant to an agreement between the municipality and an independent escrow agent. The principal and interest payments on the securities are then used to pay off the original bondholders. For purposes of diversification and industry concentration, pre-refunded bonds will be treated as governmental issues.

Municipal bonds generally must be rated investment grade by at least one national securities rating agency or, if not rated, must be deemed by the Subadviser to essentially have characteristics similar to those of bonds having the above rating. Bonds downgraded to below investment grade may continue to be held at the discretion of a Fund’s Subadviser. A Fund may purchase industrial development and pollution control bonds if the interest paid is exempt from federal income tax. These bonds are issued by or on behalf of public authorities to raise money to finance various privately-operated facilities for business and manufacturing, housing, sports and pollution control. These bonds are also used to finance public facilities such as airports, mass transit systems, ports and parking. The payment of the principal and interest on such bonds is dependent solely on the ability of the facility’s user to meet its financial obligations and the pledge, if any, of real and personal property so financed as security for such payment.

Private activity bonds are issued by or on behalf of states, or political subdivisions thereof, to finance privately owned or operated facilities for business and manufacturing, housing, sports, and pollution control, and to finance activities of and facilities for charitable institutions. Private activity bonds are also used to finance public facilities such as airports, mass transit systems, ports, parking and low-income housing. The payment of the principal and interest on private activity bonds is dependent solely on the ability of the facility’s user to meet its financial obligations and may be secured by a pledge of real and personal property so financed.

Investments in floating rate instruments will normally involve industrial development or revenue bonds which provide that the rate of interest is set as a specific percentage of a designated base rate (such as the prime rate) at a major commercial bank, and that a Fund can demand payment of the obligation at all times or at stipulated dates on short notice (not to exceed 30 days) at par plus accrued interest. Such obligations are frequently secured by letters of credit or other credit support arrangements provided by banks. The quality of the underlying credit or of the bank, as the case may be, must, in the Subadviser’s opinion, be equivalent to the long-term bond or commercial paper ratings stated above. The Subadviser will monitor the earning power, cash flow and liquidity ratios of the issuers of such instruments and the ability of an issuer of a demand instrument to pay principal and interest on demand. The Subadviser may purchase other types of tax-exempt instruments as long as they are of a quality equivalent to the bond or commercial paper ratings stated above.

The Subadviser has the authority to purchase securities at a price which would result in a yield to maturity lower than that generally offered by the seller at the time of purchase when they can simultaneously acquire the right to sell the securities back to the seller, the issuer, or a third-party (the “writer”) at an agreed-upon price at any time during a stated period or on a certain date. Such a right is generally denoted as a “standby commitment” or a “put.” The purpose of engaging in transactions involving puts is to maintain flexibility and liquidity in order to meet redemptions and remain as fully invested as possible in municipal securities. The right to put the securities depends on the writer’s ability to pay for the securities at the time the put is exercised. A Fund will limit its put transactions to those with institutions which the Subadviser believe present minimum credit risks, and the Subadviser will use its best efforts to initially determine and thereafter monitor the financial strength of the put providers by evaluating their financial

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statements and such other information as is available in the marketplace. It may, however, be difficult to monitor the financial strength of the writers where adequate current financial information is not available. In the event that any writer is unable to honor a put for financial reasons, the affected Fund would be a general creditor (i.e., on parity with all other unsecured creditors) of the writer. Furthermore, particular provisions of the contract between a Fund and the writer may excuse the writer from repurchasing the securities in certain circumstances (for example, a change in the published rating of the underlying municipal securities or any similar event that has an adverse effect on the issuer’s credit); or a provision in the contract may provide that the put will not be exercised except in certain special cases, for example, to maintain portfolio liquidity. A Fund could, however, sell the underlying portfolio security in the open market or wait until the portfolio security matures, at which time it should realize the full par value of the security. Municipal securities purchased subject to a put may be sold to third persons at any time, even though the put is outstanding, but the put itself, unless it is an integral part of the security as originally issued, may not be marketable or otherwise assignable. Sale of the securities to third parties or lapse of time with the put unexercised may terminate the right to put the securities. Prior to the expiration of any put option, a Fund could seek to negotiate terms for the extension of such an option. If such a renewal cannot be negotiated on terms satisfactory to a Fund, the Fund could, of course, sell the portfolio security. The maturity of the underlying security will generally be different from that of the put. There will be no limit to the percentage of portfolio securities that a Fund may purchase subject to a put. For the purpose of determining the “maturity” of securities purchased subject to an option to put, and for the purpose of determining the dollar-weighted average maturity of a Fund including such securities, a Fund will consider “maturity” to be the first date on which it has the right to demand payment from the writer of the put although the final maturity of the security is later than such date.

Other types of tax-exempt instruments which are permissible investments include floating rate notes. Investments in such floating rate instruments will normally involve industrial development or revenue bonds which provide that the rate of interest is set as a specific percentage of a designated base rate (such as the prime rate) at a major commercial bank, and that a Fund can demand payment of the obligation at all times or at stipulated dates on short notice (not to exceed 30 days) at par plus accrued interest. Such obligations are frequently secured by letters of credit or other credit support arrangements provided by banks. The quality of the underlying credit or of the bank, as the case may be, must, in the Subadviser’s opinion, be equivalent to the long-term bond or commercial paper ratings stated above. The Subadviser will monitor the earning power, cash flow and liquidity ratios of the issuers of such instruments and the ability of an issuer of a demand instrument to pay principal and interest on demand. A Fund may also purchase participation interests in municipal securities (such as industrial development bonds and municipal lease/purchase agreements). A participation interest gives a Fund an undivided interest in the underlying municipal security. If it is unrated, the participation interest will be backed by an irrevocable letter of credit or guarantee of a credit-worthy financial institution or the payment obligations otherwise will be collateralized by U.S. government securities. Participation interests may have fixed, variable or floating rates of interest and may include a demand feature. A participation interest without a demand feature or with a demand feature exceeding seven days may be deemed to be an illiquid security subject to a Fund’s investment limitations restricting its purchases of illiquid securities. A Fund may purchase other types of tax-exempt instruments as long as they are of a quality equivalent to the bond or commercial paper ratings stated above.

Opinions relating to the validity of municipal securities and to the exemption of interest thereon from federal income tax are rendered by bond counsel to the respective issuers at the time of issuance. Neither a Fund nor its Subadviser will review the proceedings relating to the issuance of municipal securities or the basis for such opinions.

Special Considerations Relating to Municipal Obligations of Designated States

As described in the prospectuses, except for investments in temporary investments, each Tax-Exempt Bond Fund will invest substantially all of its net assets (at least 80%) in municipal bonds that are exempt from federal and state tax in that state (“Municipal Obligations”), generally Municipal Obligations issued in its respective state. Each Fund is therefore more susceptible to political, economic or regulatory factors adversely affecting issuers of Municipal Obligations in its state. Set forth below is additional information that bears upon the risk of investing in Municipal Obligations issued by public authorities in the states of currently offered Funds. This information was obtained from official statements of issuers located in the respective states as well as from other publicly available official documents and statements. The Funds have not independently verified any of the information contained in such statements and

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documents. The information below is intended only as a general summary and is not intended as a discussion of any specific factor that may affect any particular obligation or issuer.

•	]Factors Pertaining to Georgia
	The State of Georgia ended April, 2010 with revenue collections for the fiscal year to date trailing 2009 levels by 10.7%. On May 6 2010, Governor Sonny Perdue signed into law the state’s $17.1 billion Amended Fiscal Year 2010 budget. Due to declining revenues, the amended budget has reduced state spending by $1.5 billion. According to the Governor’s office, the budget “managed the state through the worst economic downturn of our generation and protected the core mission of state government. Despite making difficult decisions to balance the budget, we have remained focused on education, public safety and creating jobs.”
	In an October, 2009 report, Moody’s Investors Service continued to praise the State of Georgia’s conservative fiscal practices, moderate debt burden, and well-funded pensions, while acknowledging the state’s budget gaps, erosion of fund balances, declining revenues and signs of economic underperformance relative to the nation.
	The state’s unemployment rate for March, 2010 was 10.4%, .2% above the national average of 10.2%. Total employment in Georgia stood at 4.21 million in March, down from 4.37 million in March 2009.
	Georgia’s general obligation debt continues to carry “Aaa/AAA” ratings from Moody’s, Standard and Poor’s, and Fitch. These ratings reflect the state’s credit quality only and do not indicate the creditworthiness of other tax-exempt securities in which the Fund may invest. Furthermore, it cannot be assumed that the state will maintain its current credit ratings.
•	]Factors Pertaining to Maryland
	The State of Maryland’s economy expanded at a strong pace for much of the previous decade but has slowed considerably in the last year and a half. Because of the State’s proximity to the Washington DC metropolitan area, the state’s economy is greatly affected by Federal government spending. The ongoing Base Realignment and Closing (BRAC) initiative of the military is expected to bring 45,000 – 60,000 new jobs to the state, although the timing of these jobs is not clear at this time. These additional jobs will continue to help diversify the state’s economy away from the manufacturing sector.
	Maryland’s unemployment rate for December 2009 was estimated at 7.1% compared to the national rate of 9.3%. Per capita income for 2008 was approximately 121% of the national average compared to 115% in 2000, ranking the State as the 4th wealthiest by this measurement.
	The State’s revenue growth has slowed in recent years and forecasted growth rates have been adjusted lower following housing market weakness and the recession that began in 2008. Revenues for 2009 totaled $2.22 billion down $630 million from 2006 levels. Based on the revenue contraction and expenditure pressures, tax changes were implemented during fiscal year 2008 to increase revenue, including an income tax surcharge for the years 2008 – 2010 and a draw down on the State Reserve Fund. However, challenges remain as sales and income tax collections remain below forecast. The state ended FY 2009 with a $1.3 billion operating deficit and projects continuing shortfalls through 2015.
	The State’s general obligation bonds are rated AAA by all of the rating services and are amortized rapidly, over 15 years, as required by the State’s Constitution. This is a credit strength which replenishes debt capacity. According to Moody’s, net tax supported debt at $1,507 per capita ranks Maryland 12th highest of the states. However, when compared to per capita income, the State ranks 18th due to its high income levels with net debt as a percentage

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	of personal income at 3% compared to the 50-state mean of 3.2%. Moody’s also cites the State’s strong financial management, revenue reserves and economy as strengths.
	The AAA ratings apply to the State’s direct debt and may not be indicative of the credit rating of other securities purchased by the Maryland Municipal Bond Fund. It also cannot be assumed that the State will maintain its current debt profile and ratings.
•	]Factors Pertaining to North Carolina
	The State of North Carolina ended fiscal year 2009 with revenue collections 11.1% lower than collections during 2008. February 2010 revenue projections expect a further 1.6% decline in revenues for fiscal year 2010 and projected a budgetary shortfall of $400-$500 million for the biennium (2010 and 2011). Recognizing these shortfalls, Governor Bev Perdue announced her 2010-2011 proposed budget for the state. The budget “cuts nearly $1 billion in spending and reallocates some $250 million to programs that will reform state government and continue to move the state forward through an economic recovery. Additionally, the budget includes almost $1 billion in spending cuts. That total was achieved through efficiency measures, cutting waste and eliminating unproductive programs. The proposed cuts include: reduced spending for most governmental agencies by 5% to 7%, protecting educational entities with less than 4% reductions and eliminating more than 600 positions. In addition, Gov. Perdue’s budget ensures North Carolina’s financial security by earmarking $101.5 million to replenish the state’s Rainy Day Fund.” By enacting the governor’s proposed cuts, the state expects to end 2010 with a general fund balance of $94 million.
	In a March, 2010 rating update, Moody’s Investors Service lauded the state’s history of strong financial management, strong population growth and diverse economy, while acknowledging the challenges posed by a slowing economy and job losses that exceed the national average.
	The state’s unemployment rate for January, 2010 was 11.1%, 1.4% above the national average of 9.7%. Total employment in North Carolina declined 5.3% in 2009 vs. the national average decline of 4.1%.
	North Carolina’s general obligation debt carries “Aaa/AAA” ratings from Moody’s, Standard and Poor’s, and Fitch. These ratings reflect the state’s credit quality only and do not indicate the creditworthiness of other tax-exempt securities in which the Fund may invest. Furthermore, it cannot be assumed that the state will maintain its current credit ratings.
•	]Factors Pertaining to Virginia
	The Commonwealth of Virginia’s economy and employment have grown at a pace exceeding the nation in most years. However like most states, Virginia has recently been affected by the national recession causing employment to decrease by 2.4% in 2009 compared to the national decline of 4.3%. Additionally, the State’s unemployment rate of 6.7% for December 2009 was below the national rate of 9.3%. Despite these declines, Virginia continues to benefit from a diverse economy, higher than average governmental employment and defense related spending. This is especially true for the Northern Virginia suburbs of Washington DC and in the Hampton Roads region, an area with significant military installations. Personal income remains the highest in the southeast and, at 108% of national averages, Virginia ranked 8th out of the states in 2008, according to Moody’s.
	For Fiscal Year 2009, Virginia’s general fund revenue declined by 9.2%, compared to a 1.4% increase during Fiscal 2008. Revenue forecasts are slightly above projections for Fiscal Year 2010, but still project to a 2.0% decline for the year. To combat these revenue declines, the state has eliminated previously budgeted pay increases, reduced pension contributions, drawn on the Revenue Stabilization Fund, and adjusted state agency budgets lower. Additionally, the Governor and legislature continue to take proactive measures by passing a budget that lowers state spending over the biennial period 2011-2012.
	Virginia has, historically, maintained low debt ratios, however, the minimal issuance of general obligation debt has been offset by significant growth in appropriation backed debt issued by various state authorities. Moody’s calculates Virginia’s net tax supported debt per capita at $782, ranking Virginia 31st

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among states. Comparing debt per capita to personal income, Virginia’s debt was 1.9% compared to the state average of 2.5%.

All three major debt rating agencies rate Virginia’s general obligation bonds AAA and Moody’s cites its conservative fiscal management, diverse economy and low debt burden as strengths. This rating applies only to the State’s direct debt and may not be indicative of the rating on other securities that the Virginia Intermediate Municipal Bond Fund may invest in. There is no assurance that the State will maintain its current debt profile or ratings.

Non-Publicly Traded Securities; Rule 144A Securities. The Funds may purchase securities that are not registered under the Securities Act of 1933, as amended (the “1933 Act”), but that can be sold to “qualified institutional buyers” in accordance with Rule 144A under the 1933 Act (“Rule 144A Securities”). An investment in Rule 144A Securities will be considered illiquid and therefore subject to a Fund’s limitation on the purchase of illiquid securities (usually 15% of a fund’s net assets, 5% for the Money Market Funds), unless a Fund’s governing Board of Trustees determines on an ongoing basis that an adequate trading market exists for the security. In addition to an adequate trading market, the Board of Trustees will also consider factors such as trading activity, availability of reliable price information and other relevant information in determining whether a Rule 144A Security is liquid. This investment practice could have the effect of increasing the level of illiquidity in a Fund to the extent that qualified institutional buyers become uninterested for a time in purchasing Rule 144A Securities. The Board of Trustees will carefully monitor any investments by a Fund in Rule 144A Securities. The Board of Trustees may adopt guidelines and delegate to the Subadvisers the daily function of determining and monitoring the liquidity of Rule 144A Securities, although the Board of Trustees will retain ultimate responsibility for any determination regarding liquidity.

Non-publicly traded securities (including Rule 144A Securities) may involve a high degree of business and financial risk and may result in substantial losses. These securities may be less liquid than publicly traded securities, and a Fund may take longer to liquidate these positions than would be the case for publicly traded securities. Although these securities may be resold in privately negotiated transactions, the prices realized on such sales could be less than those originally paid by a Fund. Further, companies whose securities are not publicly traded may not be subject to the disclosure and other investor protection requirements applicable to companies whose securities are publicly traded. A Fund’s investments in illiquid securities are subject to the risk that should a Fund desire to sell any of these securities when a ready buyer is not available at a price that is deemed to be representative of their value, the value of the Fund’s net assets could be adversely affected.

Options. A Fund may purchase and write put and call options on securities or securities indices (traded on U.S. exchanges or over-the-counter markets) and enter into related closing transactions. A put option on a security gives the purchaser of the option the right to sell, and the writer of the option the obligation to buy, the underlying security at any time during the option period. A call option on a security gives the purchaser of the option the right to buy, and the writer of the option the obligation to sell, the underlying security at any time during the option period. The premium paid to the writer is the consideration for undertaking the obligations under the option contract.

Put and call options on indices are similar to options on securities except that options on an index give the holder the right to receive, upon exercise of the option, an amount of cash if the closing level of the underlying index is greater than (or less than, in the case of puts) the exercise price of the option. This amount of cash is equal to the difference between the closing price of the index and the exercise price of the option, expressed in dollars multiplied by a specified number. Thus, unlike options on individual securities, all settlements are in cash, and gain or loss depends on price movements in the particular market represented by the index generally, rather than the price movements in individual securities.

The initial purchase (sale) of an option contract is an “opening transaction.” In order to close out an option position, a Fund may enter into a “closing transaction,” which is simply the sale (purchase) of an option contract on the same security with the same exercise price and expiration date as the option contract originally opened. If a Fund is unable to effect a closing purchase transaction with respect to an option it has written, it will not be able to sell the underlying security until the option expires or the Fund delivers the security upon exercise.

A Fund may purchase and write options on an exchange or over-the-counter. Over-the-counter options (“OTC options”) differ from exchange-traded options in several respects. They are transacted directly with dealers and not with a

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clearing corporation, and therefore entail the risk of non-performance by the dealer. OTC options are available for a greater variety of securities and for a wider range of expiration dates and exercise prices than are available for exchange-traded options. Because OTC options are not traded on an exchange, pricing is done normally by reference to information from a market maker. It is the SEC’s position that OTC options are generally illiquid.

The market value of an option generally reflects the market price of an underlying security. Other principal factors affecting market value include supply and demand, interest rates, the pricing volatility of the underlying security and the time remaining until the expiration date.

A Fund must cover all options it purchases or writes. For example, when a Fund writes an option on a security, index or foreign currency, it will segregate or earmark liquid assets with the Fund’s custodian in an amount at least equal to the market value of the option and will maintain such coverage while the option is open. A Fund may otherwise cover the transaction by means of an offsetting transaction or other means permitted by the 1940 Act or the rules and SEC interpretations thereunder.

A Fund may trade put and call options on securities, securities indices or currencies, as its Subadviser determines is appropriate in seeking the Fund’s investment objective. For example, a Fund may purchase put and call options on securities or indices to protect against a decline in the market value of the securities in its portfolio or to anticipate an increase in the market value of securities that the Fund may seek to purchase in the future. A Fund purchasing put and call options pays a premium therefor. If price movements in the underlying securities are such that exercise of the options would not be profitable for a Fund, loss of the premium paid may be offset by an increase in the value of the Fund’s securities or by a decrease in the cost of acquisition of securities by the Fund.

In another instance, a Fund may write covered call options on securities as a means of increasing the yield on its assets and as a means of providing limited protection against decreases in its market value. When a Fund writes an option, if the underlying securities do not increase or decrease to a price level that would make the exercise of the option profitable to the holder thereof, the option generally will expire without being exercised and the Fund will realize as profit the premium received for such option. When a call option written by a Fund is exercised, the Fund will be required to sell the underlying securities to the option holder at the strike price, and will not participate in any increase in the price of such securities above the strike price. When a put option written by a Fund is exercised, the Fund will be required to purchase the underlying securities at a price in excess of the market value of such securities.

There are significant risks associated with a Fund’s use of options, including the following: (1) the success of a hedging strategy may depend on the Subadviser’s ability to predict movements in the prices of individual securities, fluctuations in markets and movements in interest rates; (2) there may be an imperfect or no correlation between the movement in prices of options held by the Fund and the securities underlying them; (3) there may not be a liquid secondary market for options; and (4) while a Fund will receive a premium when it writes covered call options, it may not participate fully in a rise in the market value of the underlying security.

Other Investments. The Funds are not prohibited from investing in bank obligations issued by clients of the Funds’ administrator or distributor or their respective parent or affiliated companies. The purchase of Fund shares by these banks or their customers will not be a consideration in deciding which bank obligations the Funds will purchase. The Funds will not purchase obligations issued by the Adviser or any of the Funds’ Subadvisers.

Pay-In-Kind Securities. Pay-In-Kind securities are debt obligations or preferred stock that pay interest or dividends in the form of additional debt obligations or preferred stock.

Preferred Stock. Preferred stock is a corporate equity security that pays a fixed or variable stream of dividends. Preferred stock is generally a non-voting security.

Real Estate Investment Trusts. A REIT is a corporation or business trust (that would otherwise be taxed as a corporation) which meets the definitional requirements of the Internal Revenue Code. The Code permits a qualifying REIT to deduct from taxable income the dividends paid, thereby effectively eliminating corporate level federal income tax and making the REIT a pass-through vehicle for federal income tax purposes. A REIT primarily invests in real estate

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and real estate mortgages. If a corporation, trust or association meets the REIT requirements, it will be taxed only on its undistributed income and capital gains.

REITs are sometimes informally characterized as Equity REITs and Mortgage REITs. An Equity REIT invests primarily in the fee ownership or leasehold ownership of land and buildings; a Mortgage REIT invests primarily in mortgages on real property, which may secure construction, development or long-term loans.

REITs in which a Fund invests may be affected by changes in underlying real estate values, which may have an exaggerated effect to the extent that REITs in which a Fund invests may concentrate investments in particular geographic regions or property types. Additionally, rising interest rates may cause investors in REITs to demand a higher annual yield from future distributions, which may in turn decrease market prices for equity securities issued by REITs. Rising interest rates also generally increase the costs of obtaining financing, which could cause the value of the Fund’s investments to decline. During periods of declining interest rates, certain Mortgage REITs may hold mortgages that the mortgagors elect to prepay, which prepayment may diminish the yield on securities issued by such Mortgage REITs. In addition, Mortgage REITs may be affected by the ability of borrowers to repay when due the debt extended by the REIT and Equity REITs may be affected by the ability of tenants to pay rent.

Certain REITs have relatively small market capitalization, which may tend to increase the volatility of the market price of securities issued by such REITs. Furthermore, REITs are dependent upon specialized management skills, have limited diversification and are, therefore, subject to risks inherent in operating and financing a limited number of projects. By investing in REITs indirectly through the Fund, a shareholder will bear not only his proportionate share of the expenses of the Fund, but also, indirectly, similar expenses of the REITs. REITs depend generally on their ability to generate cash flow to make distributions to shareholders.

In addition to these risks, Equity REITs may be affected by changes in the value of the underlying property owned by the trusts, while Mortgage REITs may be affected by the quality of any credit extended. Further, Equity and Mortgage REITs are dependent upon management skills and generally may not be diversified. Equity and Mortgage REITs are also subject to heavy cash flow dependency defaults by borrowers and self-liquidation. In addition, Equity and Mortgage REITs could possibly fail to qualify for tax free pass-through of income under the Code or to maintain their exemptions from registration under the 1940 Act. The above factors may also adversely affect a borrower’s or a lessee’s ability to meet its obligations to the REIT. In the event of default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a lender or lessor and may incur substantial costs associated with protecting its investments.

Real Estate Securities. A Fund may be subject to the risks associated with the direct ownership of real estate because of its policy of concentration in the securities of companies principally engaged in the real estate industry. For example, real estate values may fluctuate as a result of general and local economic conditions, overbuilding and increased competition, increases in property taxes and operating expenses, demographic trends and variations in rental income, changes in zoning laws, casualty or condemnation losses, regulatory limitations on rents, changes in neighborhood values, related party risks, changes in how appealing properties are to tenants, changes in interest rates and other real estate capital market influences. The value of securities of companies which service the real estate business sector may also be affected by such risks.

Repurchase Agreements. A Fund may enter into repurchase agreements with financial institutions. The Funds each follow certain procedures designed to minimize the risks inherent in such agreements. These procedures include effecting repurchase transactions only with creditworthy financial institutions whose condition will be continually monitored by the Subadviser. The repurchase agreements entered into by a Fund will provide that the underlying collateral at all times shall have a value at least equal to 102% of the resale price stated in the agreement. Under all repurchase agreements entered into by a Fund, the custodian or its agent must take possession of the underlying collateral. In the event of a default or bankruptcy by a selling financial institution, a Fund will seek to liquidate such collateral. However, the exercising of each Fund’s right to liquidate such collateral could involve certain costs or delays and, to the extent that proceeds from any sale upon a default of the obligation to repurchase were less than the repurchase price, the Fund could suffer a loss. It is the current policy of each of the Funds not to invest in repurchase agreements that do not mature within seven days if any such investment, together with any other illiquid assets held

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by that Fund, amounts to more than 15% of the Fund’s net assets (5% of the Money Market Funds). The investments of each of the Funds in repurchase agreements, at times, may be substantial when, in the view of the Subadviser, liquidity or other considerations so warrant.

Resource Recovery Bonds. Resource recovery bonds are a type of revenue bond issued to build facilities such as solid waste incinerators or waste-to-energy plants. Typically, a private corporation will be involved, at least during the construction phase, and the revenue stream will be secured by fees or rents paid by municipalities for use of the facilities. The viability of a resource recovery project, environmental protection regulations, and project operator tax incentives may affect the value and credit quality of resource recovery bonds.

Reverse Repurchase Agreements. A reverse repurchase agreement is a contract under which a Fund sells a security for cash for a relatively short period (usually not more than one week) subject to the obligation of the Fund to repurchase such security at a fixed time and price (representing the seller’s cost plus interest). Reverse repurchase agreements involve the risk that the market value of the securities a Fund is obligated to repurchase under the agreement may decline below the repurchase price. In the event the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, a Fund’s use of proceeds of the agreement may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce the Fund’s obligation to repurchase the securities. In addition, reverse repurchase agreements are techniques involving leverage, and are subject to asset coverage requirements. To avoid any leveraging concerns, the Fund will segregate or earmark liquid assets with the Fund’s custodian in an amount sufficient to cover its repurchase obligations.

Revolving Credit Facilities (“Revolvers”). Revolvers are borrowing arrangements in which the lender agrees to make loans up to a maximum amount upon demand by the borrower during a specified term. As the borrower repays the loan, an amount equal to the repayment may be borrowed again during the term of the Revolver and usually provides for floating or variable rates of interest. These commitments may have the effect of requiring a Fund to increase its investment in a company at a time when it might not otherwise decide to do so (including at a time when the company’s financial condition makes it unlikely that such amounts will be repaid). To avoid any leveraging concerns, a Fund will segregate or earmark liquid assets with the Fund’s custodian in an amount sufficient to cover its obligations to fund Revolvers.

A Fund may invest in Revolvers with credit quality comparable to that of issuers of its other investments. Revolvers may be subject to restrictions on transfer, and only limited opportunities may exist to resell such instruments. As a result, a Fund may be unable to sell such investments at an opportune time or may have to resell them at less than fair market value. Each Fund currently intends to treat Revolvers for which there is no readily available market as illiquid for purposes of that Fund’s limitation on illiquid investments.

Securities Lending. Each Fund may lend portfolio securities to brokers, dealers and other financial organizations that meet capital and other credit requirements or other criteria established by the Fund’s Board. These loans, if and when made, may not exceed 33 1/3% of the total asset value of the Fund (including the loan collateral). No Fund will lend portfolio securities to its investment adviser, subadviser or their affiliates unless it has applied for and received specific authority to do so from the SEC. Loans of portfolio securities will be fully collateralized by cash, letters of credit or U.S. government securities, and the collateral will be maintained in an amount equal to at least 100% of the current market value of the loaned securities by marking to market daily. Any gain or loss in the market price of the securities loaned that may occur during the term of the loan would be for the account of the Fund. A Fund may pay a portion of the interest earned from the investment of collateral or other fee, to an unaffiliated third party for acting as the Fund’s securities lending agent.

By lending its securities, a Fund may increase its income by receiving payments from the borrower that reflect the amount of any interest or any dividends payable on the loaned securities as well as by either investing cash collateral received from the borrower in short-term instruments or obtaining a fee from the borrower when U.S. government securities or letters of credit are used as collateral. Each Fund will adhere to the following conditions whenever its portfolio securities are loaned: (i) the Fund must receive from the borrower at least 100% cash collateral or equivalent securities of the type discussed in the preceding; (ii) the borrower must increase such collateral whenever the market value of the securities increases above the level of such collateral; (iii) the Fund must be able to terminate the loan on demand; (iv) the Fund must receive reasonable interest on the loan, as well as any dividends, interest, or other

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distributions on the loaned securities and any increase in market value; (v) the Fund may pay only reasonable fees in connection with the loan (which fees may include fees payable to the lending agent, the borrower, the Fund’s administrator and the Fund’s custodian); and (vi) voting rights on the loaned securities may pass to the borrower, provided, however, that in the event where a matter is presented for a vote on an issuer’s proxy which would have a material effect on a Fund or its investment, the Fund must attempt to terminate the loan and regain the right to vote the securities. Please refer to Appendix B-1: Proxy Voting Policy: Securities Lending Program for additional information with respect to the Funds’ policies for what constitutes a “material effect” with respect to the practice of recalling securities on loan for the sole purpose of voting proxies for such securities. There is a risk that the Fund may not be able to recall the security in sufficient time to vote on material proxy matters; however, the Fund will make a best faith effort where it has been determined that the outcome of such vote would have a “material effect” on a Fund or its investment. In addition, as a general practice, the Funds will not recall loans solely to receive income payments. See “Taxes” section of this SAI for information on the security lending program’s impact on treatment of income which could increase a Fund’s tax obligation which is subsequently passed on to its shareholders.

Any securities lending activity in which a Fund may engage will be undertaken pursuant to Board approved procedures reasonably designed to ensure that the foregoing criteria will be met. Loan agreements involve certain risks in the event of default or insolvency of the borrower, including possible delays or restrictions upon a Fund’s ability to recover the loaned securities or dispose of the collateral for the loan, which could give rise to loss because of adverse market action, expenses and/or delays in connection with the disposition of the underlying securities.

Senior Loans

Structure of Senior Loans. A senior floating rate loan (“Senior Loan”) is typically originated, negotiated and structured by a U.S. or foreign commercial bank, insurance company, finance company or other financial institution (the “Agent”) for a group of loan investors (“Loan Investors”). The Agent typically administers and enforces the Senior Loan on behalf of the other Loan Investors in the syndicate. In addition, an institution, typically but not always the Agent, holds any collateral on behalf of the Loan Investors.

Senior Loans primarily include senior floating rate loans and secondarily senior fixed rate loans, and interests therein. Loan interests primarily take the form of assignments purchased in the primary or secondary market. Loan interests may also take the form of participation interests in a Senior Loan. Such loan interests may be acquired from U.S. or foreign commercial banks, insurance companies, finance companies or other financial institutions who have made loans or are Loan Investors or from other investors in loan interests.

A Fund typically purchases “Assignments” from the Agent or other Loan Investors. The purchaser of an Assignment typically succeeds to all the rights and obligations under the Loan Agreement of the assigning Loan Investor and becomes a Loan Investor under the Loan Agreement with the same rights and obligations as the assigning Loan Investor. Assignments may, however, be arranged through private negotiations between potential assignees and potential assignors, and the rights and obligations acquired by the purchaser of an Assignment may differ from, and be more limited than, those held by the assigning Loan Investor. A Fund may invest up to 10% of its total assets in “Participations.” Participations by a Fund in a Loan Investor’s portion of a Senior Loan typically will result in a Fund having a contractual relationship only with such Loan Investor, not with the borrower. As a result, a Fund may have the right to receive payments of principal, interest and any fees to which it is entitled only from the Loan Investor selling the Participation and only upon receipt by such Loan Investor of such payments from the borrower. In connection with purchasing Participations, a Fund generally will have no right to enforce compliance by the borrower with the terms of the Loan Agreement, nor any rights with respect to any funds acquired by other Loan Investors through set-off against the borrower and a Fund may not directly benefit from the collateral supporting the Senior Loan in which it has purchased the Participation. As a result, a Fund may assume the credit risk of both the borrower and the Loan Investor selling the Participation. In the event of the insolvency of the Loan Investor selling a participation, a Fund may be treated as a general creditor of such Loan Investor. The selling Loan Investors with respect to such Participations will likely conduct their principal business activities in the banking, finance and financial services industries. Persons engaged in such industries may be more susceptible to, among other things, fluctuations in interest rates, changes in the Federal Open Market Committee’s monetary policy, governmental regulations concerning such industries and capital raising activities generally, and fluctuations in the financial markets generally.

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Loan Participations. Loan participations are interests in loans to U.S. corporations, which loans are administered by the lending bank or agent for a syndicate of lending banks. In a loan participation, the borrower corporation is the underlying issuer of the loan, but a Fund derives its rights in the loan participation from the intermediary bank. Because the intermediary bank does not guarantee a loan participation, a loan participation is subject to the credit risks associated with the underlying corporate borrower.

In the event of bankruptcy or insolvency of the corporate borrower, a loan participation may be subject to certain defenses that can be asserted by the borrower as a result of improper conduct by the intermediary bank. In addition, in the event the underlying corporate borrower fails to pay principal and interest when due, a Fund may be subject to delays, expenses, and risks that are greater than those that would have been involved if a Fund had purchased a direct obligation of the borrower. Under the terms of a Loan Participation, a Fund may be regarded as a creditor of the intermediary bank (rather than of the underlying corporate borrower), so that a Fund may also be subject to the risk that the intermediary bank may become insolvent.

The secondary market for loan participations is limited and any such participation purchased by a Fund may be regarded as illiquid.

Loan Collateral. In order to borrow money pursuant to a Senior Loan, a borrower will frequently, for the term of the Senior Loan, pledge collateral, including but not limited to, (i) working capital assets, such as accounts receivable and inventory; (ii) tangible fixed assets, such as real property, buildings and equipment; (iii) intangible assets, such as trademarks and patent rights (but excluding goodwill); and/or (iv) security interests in shares of stock of subsidiaries or affiliates. In the case of Senior Loans made to non-public companies, the company’s shareholders or owners may provide collateral in the form of secured guarantees and/or security interests in assets that they own. In many instances, a Senior Loan may be secured only by stock in the borrower or its subsidiaries. Collateral may consist of assets that may not be readily liquidated, and there is no assurance that the liquidation of such assets would satisfy a borrower’s obligations under a Senior Loan.

Certain Fees Paid to a Fund. In the process of buying, selling and holding Senior Loans, a Fund may receive and/or pay certain fees. These fees are in addition to interest payments received and may include facility fees, commitment fees, commissions and prepayment penalty fees. When a Fund buys a Senior Loan it may receive a facility fee and when it sells a Senior Loan it may pay a facility fee. On an ongoing basis, a Fund may receive a commitment fee based on the undrawn portion of the underlying line of credit portion of a Senior Loan. In certain circumstances, a Fund may receive a prepayment penalty fee upon the prepayment of a Senior Loan by a borrower. Other fees received by a Fund may include amendment fees.

Borrower Covenants. A borrower must comply with various restrictive covenants contained in a loan agreement or note purchase agreement between the borrower and the holders of the Senior Loan (the “Loan Agreement”). Such covenants, in addition to requiring the scheduled payment of interest and principal, may include restrictions on dividend payments and other distributions to stockholders, provisions requiring the borrower to maintain specific minimum financial ratios, and limits on total debt. In addition, the Loan Agreement may contain a covenant requiring the borrower to prepay the Loan with all or a portion of any free cash flow. Free cash flow is generally defined as net cash flow after scheduled debt service payments and permitted capital expenditures, and includes the proceeds from asset dispositions or sales of securities. A breach of a covenant which is not waived by the Agent, or by the Loan Investors directly, as the case may be, is normally an event of acceleration; i.e., the Agent, or the Loan Investors directly, as the case may be, has the right to call the outstanding Senior Loan. The typical practice of an Agent or a Loan Investor in relying exclusively or primarily on reports from the borrower may involve a risk of fraud by the borrower. In the case of a Senior Loan in the form of a Participation, the agreement between the buyer and seller may limit the rights of the holder to vote on certain changes which may be made to the Loan Agreement, such as loosening a covenant. However, the holder of the Participation will, in almost all cases, have the right to vote on or direct the seller of the Participation to vote on certain fundamental issues such as changes in principal amount, payment dates and interest rate.

Administration of Loans. In a typical Senior Loan, the Agent administers the terms of the Loan Agreement. In such cases, the Agent is normally responsible for the collection of principal and interest payments from the borrower and the apportionment of these payments to the credit of all institutions which are parties to the Loan Agreement. A Fund will generally rely upon the Agent or an intermediate participant to receive and forward to a Fund its portion of the

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principal and interest payments on the Senior Loan. Furthermore, unless under the terms of a Participation Agreement a Fund has direct recourse against the borrower, a Fund will rely on the Agent and the other Loan Investors to use appropriate credit remedies against the borrower. The Agent is typically responsible for monitoring compliance with covenants contained in the Loan Agreement based upon reports prepared by the borrower. The Agent of the Senior Loan usually does, but is often not obligated to, notify holders of Senior Loans of any failures of compliance. The Agent may monitor the value of the collateral and, if the value of the collateral declines, may accelerate the Senior Loan, may give the borrower an opportunity to provide additional collateral or may seek other protection for the benefit of the holders of the Senior Loan. The Agent is compensated by the borrower for providing these services under a Loan Agreement, and such compensation may include special fees paid upon structuring and funding the Senior Loan and other fees paid on a continuing basis. With respect to Senior Loans for which the Agent does not perform such administrative and enforcement functions, a Fund will perform such tasks on its own behalf, although a collateral bank will typically hold any collateral on behalf of a Fund and the other Loan Investors pursuant to the applicable Loan Agreement.

A financial institution’s appointment as Agent may be terminated in the event that it fails to observe the requisite standard of care or becomes insolvent, enters Federal Deposit Insurance Corporation (“FDIC”) receivership, or, if not FDIC insured, enters into bankruptcy proceedings. A successor Agent would generally be appointed to replace the terminated Agent, and assets held by the Agent under the Loan Agreement should remain available to holders of Senior Loans. However, if assets held by the Agent for the benefit of a Fund were determined to be subject to the claims of the Agent’s general creditors, a Fund might incur certain costs and delays in realizing payment on a Senior Loan, or suffer a loss of principal and/or interest. In situations involving intermediate participants similar risks may arise.

Prepayments. Senior Loans can require, in addition to scheduled payments of interest and principal, the prepayment of the Senior Loan from free cash flow, as defined above. The degree to which borrowers prepay Senior Loans, whether as a contractual requirement or at their election, may be affected by general business conditions, the financial condition of the borrower and competitive conditions among Loan Investors, among others. As such, prepayments cannot be predicted with accuracy. Upon a prepayment, either in part or in full, the actual outstanding debt on which a Fund derives interest income will be reduced. However, a Fund may receive both a prepayment penalty fee from the prepaying borrower and a facility fee upon the purchase of a new Senior Loan with the proceeds from the prepayment of the former. Prepayments generally will not materially affect a Fund’s performance because a Fund should be able to reinvest prepayments in other Senior Loans that have similar yields (subject to market conditions) and because receipt of such fees may mitigate any adverse impact on a Fund’s yield.

Other Information Regarding Senior Loans. From time to time a Subadviser and its affiliates may borrow money from various banks in connection with their business activities. Such banks may also sell interests in Senior Loans to or acquire them from a Fund or may be intermediate participants with respect to Senior Loans in which a Fund owns interests. Such banks may also act as Agents for Senior Loans held by a Fund.

A Fund may purchase and retain in its portfolio a Senior Loan where the borrower has experienced, or may be perceived to be likely to experience, credit problems, including involvement in or recent emergence from bankruptcy reorganization proceedings or other forms of debt restructuring. Such investments may provide opportunities for enhanced income as well as capital appreciation. At times, in connection with the restructuring of a Senior Loan either outside of bankruptcy court or in the context of bankruptcy court proceedings, a Fund may determine or be required to accept equity securities or junior debt securities in exchange for all or a portion of a Senior Loan. As soon as reasonably practical, a Fund will divest itself of any equity securities or any junior debt securities received if it is determined that the security is an ineligible holding for a Fund. As a matter of policy, a Fund will not consider equity securities to be eligible holdings.

A Fund may acquire interests in Senior Loans which are designed to provide temporary or “bridge” financing to a borrower pending the sale of identified assets or the arrangement of longer-term loans or the issuance and sale of debt obligations. Bridge loans are often unrated. A Fund may also invest in Senior Loans of borrowers that have obtained bridge loans from other parties. A borrower’s use of bridge loans involves a risk that the borrower may be unable to locate permanent financing to replace the bridge loan, which may impair the borrower’s perceived creditworthiness.

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A Fund will be subject to the risk that collateral securing a loan will decline in value or have no value. Such a decline, whether as a result of bankruptcy proceedings or otherwise, could cause the Senior Loan to be undercollateralized or unsecured. In most credit agreements there is no formal requirement to pledge additional collateral. In addition, a Fund may invest in Senior Loans guaranteed by, or secured by assets of, shareholders or owners, even if the Senior Loans are not otherwise collateralized by assets of the borrower; provided, however, that such guarantees are fully secured. There may be temporary periods when the principal asset held by a borrower is the stock of a related company, which may not legally be pledged to secure a Senior Loan. On occasions when such stock cannot be pledged, the Senior Loan will be temporarily unsecured until the stock can be pledged or is exchanged for or replaced by other assets, which will be pledged as security for the Senior Loan.

If a borrower becomes involved in bankruptcy proceedings, a court may invalidate a Fund’s security interest in the loan collateral or subordinate a Fund’s rights under the Senior Loan to the interests of the borrower’s unsecured creditors or cause interest previously paid to be refunded to the borrower. If a court required interest to be refunded, it could negatively affect a Fund’s performance. Such action by a court could be based, for example, on a “fraudulent conveyance” claim to the effect that the borrower did not receive fair consideration for granting the security interest in the loan collateral to a Fund or a “preference claim” that a pre-petition creditor received a greater recovery on an existing debt than it would have in a liquidation situation. For Senior Loans made in connection with a highly leveraged transaction, consideration for granting a security interest may be deemed inadequate if the proceeds of the Loan were not received or retained by the borrower, but were instead paid to other persons (such as shareholders of the borrower) in an amount which left the borrower insolvent or without sufficient working capital. There are also other events, such as the failure to perfect a security interest due to faulty documentation or faulty official filings, which could lead to the invalidation of a Fund’s security interest in loan collateral. If a Fund’s security interest in loan collateral is invalidated or the Senior Loan is subordinated to other debt of a borrower in bankruptcy or other proceedings, a Fund would have substantially lower recovery, and perhaps no recovery on the full amount of the principal and interest due on the Loan, or a Fund could also have to refund interest (see the prospectus for additional information).

A Fund may acquire warrants and other equity securities as part of a unit combining a Senior Loan and equity securities of a borrower or its affiliates. The acquisition of such equity securities will only be incidental to a Fund’s purchase of a Senior Loan. A Fund may also acquire equity securities or debt securities (including non-dollar denominated debt securities) issued in exchange for a Senior Loan or issued in connection with the debt restructuring or reorganization of a borrower, or if such acquisition, in the judgment of the Subadviser, may enhance the value of a Senior Loan or would otherwise be consistent with a Fund’s investment policies.

Regulatory Changes. To the extent that legislation or state or federal regulators that regulate certain financial institutions impose additional requirements or restrictions with respect to the ability of such institutions to make loans, particularly in connection with highly leveraged transactions, the availability of Senior Loans for investment may be adversely affected. Further, such legislation or regulation could depress the market value of Senior Loans.

Short Sales. A Fund may engage in short sales that are either “uncovered” or “against the box.” A short sale is “against the box” if at all times during which the short position is open, a Fund owns at least an equal amount of the securities or securities convertible into, or exchangeable without further consideration for, securities of the same issue as the securities that are sold short. A short sale “against-the-box” is a taxable transaction to a Fund with respect to the securities that are sold short.

Uncovered short sales are transactions under which a Fund sells a security it does not own. To complete such a transaction, a Fund must borrow the security to make delivery to the buyer. A Fund then is obligated to replace the security borrowed by purchasing the security at the market price at the time of the replacement. The price at such time may be more or less than the price at which the security was sold by a Fund. Until the security is replaced, a Fund is required to pay the lender amounts equal to any dividends or interest that accrue during the period of the loan. To borrow the security, a Fund is required to pay a premium or daily interest, which will increase the total cost of the security sold. The proceeds of the short sale will be retained by the broker, to the extent necessary to meet margin requirements, until the short position is closed out.

Until a Fund closes its short position or replaces the borrowed security, a Fund will: (a) earmark or maintain in a segregated account cash or liquid securities at such a level that (i) the amount earmarked or deposited in the account

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plus the amount deposited with the broker as collateral will equal the current value of the security sold short; and (ii) the amount earmarked or deposited in the segregated account plus the amount deposited with the broker as collateral will not be less than the current market value of the security sold short, or (b) otherwise cover a Fund’s short positions. Uncovered short sales incur a higher level of risk because to cover the short sale, the security may have to be purchased in the open market at a much higher price.

Short-Term Obligations. Short-term obligations are debt obligations maturing (becoming payable) in 397 days or less, including commercial paper and short-term corporate obligations. Short-term corporate obligations are short-term obligations issued by corporations.

Standby Commitments and Puts. A Fund may purchase securities at a price which would result in a yield to maturity lower than that generally offered by the seller at the time of purchase when the Fund can simultaneously acquire the right to sell the securities back to the seller, the issuer or a third-party (the “writer”) at an agreed-upon price at any time during a stated period or on a certain date. Such a right is generally denoted as a “standby commitment” or a “put.” The purpose of engaging in transactions involving puts is to maintain flexibility and liquidity to permit a Fund to meet redemptions and remain as fully invested as possible in municipal securities. The Funds reserve the right to engage in put transactions. The right to put the securities depends on the writer’s ability to pay for the securities at the time the put is exercised. A Fund would limit its put transactions to institutions which the Subadviser believes present minimal credit risks, and the Subadviser would use its best efforts to initially determine and continue to monitor the financial strength of the sellers of the options by evaluating their financial statements and such other information as is available in the marketplace. It may, however be difficult to monitor the financial strength of the writers because adequate current financial information may not be available. In the event that any writer is unable to honor a put for financial reasons, a Fund would be a general creditor (i.e., on a parity with all other general unsecured creditors) of the writer. Furthermore, particular provisions of the contract between a Fund and the writer may excuse the writer from repurchasing the securities; for example, a change in the published rating of the underlying securities or any similar event that has an adverse effect on the issuer’s credit or a provision in the contract that the put will not be exercised except in certain special cases, for example, to maintain portfolio liquidity. A Fund could, however, at any time sell the underlying portfolio security in the open market or wait until the portfolio security matures, at which time it should realize the full par value of the security.

The securities purchased subject to a put may be sold to third persons at any time, even though the put is outstanding, but the put itself, unless it is an integral part of the security as originally issued, may not be marketable or otherwise assignable. Therefore, the put would have value only to a Fund. Sale of the securities to third parties or lapse of time with the put unexercised may terminate the right to put the securities. Prior to the expiration of any put option, a Fund could seek to negotiate terms for the extension of such an option. If such a renewal cannot be negotiated on terms satisfactory to a Fund, the Fund could, of course, sell the portfolio security. The maturity of the underlying security will generally be different from that of the put. There will be no limit to the percentage of portfolio securities that a Fund may purchase subject to a standby commitment or put, but the amount paid directly or indirectly for all standby commitments or puts which are not integral parts of the security as originally issued held in a Fund will not exceed one-half of 1% of the value of the total assets of such Fund calculated immediately after any such put is acquired.

STRIPS. Separately Traded Interest and Principal Securities (“STRIPS”) are component parts of U.S. Treasury securities traded through the federal book-entry system. A Subadviser will only purchase STRIPS that it determines are liquid or, if illiquid, do not violate the affected Fund’s investment policy concerning investments in illiquid securities. Consistent with Rule 2a-7 under the 1940 Act, the Subadviser will only purchase, for Money Market Funds, STRIPS that have a remaining maturity of 397 days or less; therefore, the Money Market Funds currently may only purchase interest component parts of U.S. Treasury securities. While there is no limitation on the percentage of a Fund’s assets that may be comprised of STRIPS, the Subadviser will monitor the level of such holdings to avoid the risk of impairing shareholders’ redemption rights and of deviations in the value of shares of the Money Market Funds.

Structured Investments. Structured Investments are derivatives in the form of a unit or units representing an undivided interest(s) in assets held in a trust that is not an investment company as defined in the 1940 Act. A trust unit pays a return based on the total return of securities and other investments held by the trust and the trust may enter into one or more swaps to achieve its objective. For example, a trust may purchase a basket of securities and agree to exchange the return generated by those securities for the return generated by another basket or index of securities. A

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Fund will purchase structured investments in trusts that engage in such swaps only where the counterparties are approved by the Subadviser in accordance with credit-risk guidelines established by the Board of Trustees.

Structured Notes. Structured Notes are derivatives where the amount of principal repayment and or interest payments is based upon the movement of one or more factors. These factors include, but are not limited to, currency exchange rates, interest rates (such as the prime lending rate and LIBOR) and stock indices such as the S&P 500^® Index. In some cases, the impact of the movements of these factors may increase or decrease through the use of multipliers or deflators. The use of structured notes allows the Fund to tailor its investments to the specific risks and returns the Subadviser wishes to accept while avoiding or reducing certain other risks.

Supranational Agency Obligations. Supranational Agency Obligations are obligations of supranational entities established through the joint participation of several governments, including the Asian Development Bank, Inter-American Development Bank, International Bank for Reconstruction and Development (also known as the “World Bank”), African Development Bank, European Union, European Investment Bank, and the Nordic Investment Bank.

Swap Agreements. A Fund may enter into swap agreements for purposes of attempting to gain exposure to the securities making up an index without actually purchasing those instruments, to hedge a position or to gain exposure to a particular instrument or currency. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a day to more than one-year. In a standard “swap” transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments. The gross returns to be exchanged or “swapped” between the parties are calculated with respect to a “notional amount,” i.e., the return on or increase in value of a particular dollar amount invested in a “basket” of securities representing a particular index. Forms of swap agreements include interest rate caps, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate, or “cap,” interest rate floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified level, or “floor;” and interest rate dollars, under which a party sells a cap and purchases a floor or vice versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels. A credit default swap is a specific kind of counterparty agreement designed to transfer the third party credit risk between parties. One party in the swap is a lender and faces credit risk from a third party and the counterparty in the credit default swap agrees to insure this risk in exchange for regular periodic payments (essentially an insurance premium). If the third party defaults, the party providing insurance will have to purchase from the insured party the defaulted asset. A Fund may enter into index swap agreements as an additional hedging strategy for cash reserves held by the Fund or to effect investment transactions consistent with the Fund’s investment objective and strategies. The Select Aggregate Market Index (“SAMI”) is a basket of credit default swaps whose underlying reference obligations are floating rate loans. Investments in SAMIs increase exposure to risks that are not typically associated with investments in other floating rate debt instruments, and involve many of the risks associated with investments in derivative instruments. The liquidity of the market for SAMIs is subject to liquidity in the secured loan and credit derivatives markets. The use of equity swaps is a highly specialized activity, which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions.

A Fund’s current obligations under a swap agreement will be accrued daily (offset against any amounts owing to the Fund) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by earmarking or segregating assets determined to be liquid. Obligations under swap agreements so covered will not be construed to be “senior securities” for purposes of a Fund’s investment restriction concerning senior securities. Because they are two party contracts and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid for the Fund’s illiquid investment limitations. A Fund will not enter into any swap agreement unless the Subadviser believes that the other party to the transaction is creditworthy. A Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. A Fund may enter into swap agreements to invest in a market without owning or taking physical custody of securities in circumstances in which direct investment is restricted for legal reasons or is otherwise impracticable. The counterparty to any swap agreement will typically be a bank, investment banking firm or broker/dealer. The counterparty will generally agree to pay a Fund the amount, if any, by which the notional amount of the swap agreement would have increased in value had it been invested in the particular stocks, plus the dividends that would have been received on those stocks. A Fund will agree to pay to the counterparty a floating rate of interest on the

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notional amount of the swap agreement plus the amount, if any, by which the notional amount would have decreased in value had it been invested in such stocks. Therefore, the return to a Fund on any swap agreement should be the gain or loss on the notional amount plus dividends on the stocks less the interest paid by a Fund on the notional amount.

Swap agreements typically are settled on a net basis, which means that the two payment streams are netted out, with a Fund receiving or paying, as the case may be, only the net amount of the two payments. Payments may be made at the conclusion of a swap agreement or periodically during its term. Swap agreements do not involve the delivery of securities or other underlying assets. Accordingly, the risk of loss with respect to swap agreements is limited to the net amount of payments that a Fund is contractually obligated to make. If the other party to a swap agreement defaults, a Fund’s risk of loss consists of the net amount of payments that such Fund is contractually entitled to receive, if any. The net amount of the excess, if any, of a Fund’s obligations over its entitlements with respect to each swap will be accrued on a daily basis and liquid assets, having an aggregate net asset value at least equal to such accrued excess will be earmarked or maintained in a segregated account by the Fund’s custodian. In as much as these transactions are entered into for hedging purposes or are offset by segregating liquid assets, as permitted by applicable law, the Funds and their Subadviser believe that these transactions do not constitute senior securities under the 1940 Act and, accordingly, will not treat them as being subject to a Fund’s borrowing restrictions. For purposes of each of the Fund’s requirements under Rule 12d3-1 (where, for example, a Fund is prohibited from investing more than 5% of its total assets in any one broker, dealer, underwriter or investment adviser (the “securities-related issuer”) and Section 5b-1 where, for example, a diversified Fund is prohibited from owning more than 5% of its total assets in any one issuer with respect to 75% of a Fund’s total assets, both counterparty exposure and reference entity exposure will be reviewed where appropriate. The mark-to-market value will be used to measure the Fund’s counterparty exposure. With respect to reference entity exposure, the notional value of the swap will be used when protection is sold on the underlying reference entity. The mark-to-market value will be used when protection is bought on the underlying reference entity. Should the Fund acquire an interest in a swap that is traded on a centralized exchange, the Fund will not consider the counterparty to be an issuer for these purposes if it is determined that counterparty risk has been eliminated through use of the centralized exchange. Further, the Fund will use the same approach described above for Section 5b-1 to satisfy the Fund’s SubChapter M quarter-end requirements under the Internal Revenue Code. Exposure may be adjusted by appropriate offsets.

The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals and as agents utilizing standardized swap documentation. As a result, the swap market has become relatively liquid in comparison with the markets for other similar instruments, which are traded in the over-the-counter market. The Subadviser, under the supervision of the Board of Trustees, is responsible for determining and monitoring the liquidity of Fund transactions in swap agreements.

Taxable Municipal Securities. Taxable municipal securities are municipal securities the interest on which is not exempt from federal income tax. Taxable municipal securities include “private activity bonds” that are issued by or on behalf of states or political subdivisions thereof to finance privately-owned or operated facilities for business and manufacturing, housing, sports, and pollution control and to finance activities of and facilities for charitable institutions. Private activity bonds are also used to finance public facilities such as airports, mass transit systems, ports, parking lots, and low income housing. The payment of the principal and interest on private activity bonds is not backed by a pledge of tax revenues, and is dependent solely on the ability of the facility’s user to meet its financial obligations, and may be secured by a pledge of real and personal property so financed. Interest on these bonds may not be exempt from federal income tax.

• Tax Credit Bonds (“Build America Bonds”). Build America Bonds are taxable bonds issued by federal and state local governments that allow a new direct federal payment subsidy. At the election of the state and local governments, the Treasury Department will make a direct payment to the state or local governmental issuer in an amount equal to 35% of the interest payment on the Build America Bonds. As a result, state and local governments will have lower net borrowing costs. This will also make Build America Bonds attractive to a broader group of investors that typically invest in traditional state and local tax-exempt bonds, where interest rates have historically been 20% lower than taxable interest rates.

Tender Option Bonds. A tender option bond is a municipal obligation (generally held pursuant to a custodial arrangement) having a relatively long maturity and bearing interest at a fixed rate substantially higher than prevailing

SAI 31

short-term, tax-exempt rates. The bond is typically issued in conjunction with the agreement of a third party, such as a bank, broker-dealer or other financial institution, pursuant to which the institution grants the security holder the option, at periodic intervals, to tender its securities to the institution. As consideration for providing the option, the financial institution receives periodic fees equal to the difference between the bond’s fixed coupon rate and the rate, as determined by a remarketing or similar agent that would cause the securities, coupled with the tender option, to trade at par on the date of such determination. Thus, after payment of this fee, the security holder effectively holds a demand obligation that bears interest at the prevailing short-term, tax-exempt rate. An institution will normally not be obligated to accept tendered bonds in the event of certain defaults or a significant downgrading in the credit rating assigned to the issuer of the bond. The tender option will be taken into account in determining the maturity of the tender option bonds and a Fund’s average portfolio maturity. There is a risk that a Fund will not be considered the owner of a tender option bond for federal income tax purposes, and thus will not be entitled to treat such interest as exempt from federal income tax. Certain tender option bonds may be illiquid or may become illiquid as a result of a credit rating downgrade, payment default or a disqualification from tax-exempt status.

Trust Preferred Securities. Trust preferred securities are convertible preferred shares issued by a trust where proceeds from the sale are used to purchase convertible subordinated debt from the issuer. The convertible subordinated debt is the sole asset of the trust. The coupon from the issuer to the trust exactly mirrors the preferred dividend paid by the trust. Upon conversion by the investors, the trust in turn converts the convertible debentures and passes through the shares to the investors.

U.S. Government Securities. Examples of types of U.S. government obligations in which a Fund may invest include U.S. Treasury obligations and the obligations of U.S. government agencies such as Federal Home Loan Banks, Federal Farm Credit Banks, Federal Land Banks, the Federal Housing Administration, Farmers Home Administration, Export-Import Bank of the United States, Small Business Administration, Federal National Mortgage Association, Government National Mortgage Association, General Services Administration, Student Loan Marketing Association, Central Bank for Cooperatives, Freddie Mac (formerly Federal Home Loan Mortgage Corporation), Federal Intermediate Credit Banks, Maritime Administration, and other similar agencies. Whether backed by the full faith and credit of the U.S. Treasury or not, U.S. government securities are not guaranteed against price movements due to fluctuating interest rates. The Student Loan Marketing Association can issue debt both as a U.S. government agency or as corporation. If the debt is issued as a corporation, it is not considered a U.S. government obligation.

• Federal Deposit Insurance Corporation (“FDIC”) Backed Bonds. FDIC-backed bonds are senior unsecured debt obligations issued by banks, thrifts and some holding companies that participate in the FDIC’s Temporary Liquidity Guaranty Program (“TLGP”). Under the TLGP, the FDIC guarantees, with the full faith and credit of the U.S. government, the payment of principal and interest on senior unsecured debt issued by entities eligible to participate in the TLGP, which generally include FDIC-insured depository institutions, U.S. bank holding companies or financial holding companies and certain U.S. savings and loan holding companies, in exchange for a fee to the FDIC. The debt must be issued on or before June 30, 2009, and coverage is limited to bonds with maturities of 30 days to three years. This guarantee presently extends through the earlier of the maturity date of the debt or June 30, 2012. This guarantee does not extend to shares of the Portfolio itself. FDIC-guaranteed debt is still subject to interest rate and securities selection risk.

• U.S. Treasury Obligations. U.S. Treasury obligations consist of bills, notes and bonds issued by the U.S. Treasury and separately traded interest and principal component parts of such obligations that are transferable through the federal book-entry system known as STRIPS and Treasury Receipts (“TRs”).

• Receipts. Interests in separately traded interest and principal component parts of U.S. government obligations that are issued by banks or brokerage firms and are created by depositing U.S. government obligations into a special account at a custodian bank. The custodian holds the interest and principal payments for the benefit of the registered owners of the certificates or receipts. The custodian arranges for the issuance of the certificates or receipts evidencing ownership and maintains the register. TRs and STRIPS are interests in accounts sponsored by the U.S. Treasury. Receipts are sold as zero coupon securities.

SAI 32

• Treasury Inflation Protected Notes (“TIPS”). TIPS are securities issued by the U.S. Treasury that are designed to provide inflation protection to investors. TIPS are income-generating instruments whose interest and principal payments are adjusted for inflation. The inflation adjustment, which is typically applied monthly to the principal of the bond, follows a designated inflation index, such as the consumer price index. A fixed coupon rate is applied to the inflation-adjusted principal so that as inflation rises, both the principal value and the interest payments increase. This can provide investors with a hedge against inflation, as it helps preserve the purchasing power of an investment. Because of this inflation adjustment feature, inflation-protected bonds typically have lower yields than conventional fixed-rate bonds.

• Zero Coupon Obligations. Zero coupon obligations are debt obligations that do not bear any interest, but instead are issued at a deep discount from face value or par. The value of a zero coupon obligation increases over time to reflect the interest accumulated. These obligations will not result in the payment of interest until maturity, and will have greater price volatility than similar securities that are issued at face value or par and pay interest periodically.

• U.S. Government Zero Coupon Securities. STRIPS and receipts are sold as zero coupon securities, that is, fixed income securities that have been stripped of their unmatured interest coupons. Zero coupon securities are sold at a (usually substantial) discount and redeemed at face value at their maturity date without interim cash payments of interest or principal. The amount of this discount is accreted over the life of the security, and the accretion constitutes the income earned on the security for both accounting and tax purposes. Because of these features, the market prices of zero coupon securities are generally more volatile than the market prices of securities that have similar maturity but that pay interest periodically. Zero coupon securities are likely to respond to a greater degree to interest rate changes than are non-zero coupon securities with similar maturity and credit qualities. See “Mortgage-Backed Securities.”

• U.S. Government Agencies. Some obligations issued or guaranteed by agencies of the U.S. Government are supported by the full faith and credit of the U.S. Treasury, others are supported by the right of the issuer to borrow from the Treasury, while still others are supported only by the credit of the instrumentality. Guarantees of principal by agencies or instrumentalities of the U.S. Government may be a guarantee of payment at the maturity of the obligation so that in the event of a default prior to maturity there might not be a market and thus no means of realizing on the obligation prior to maturity. Guarantees as to the timely payment of principal and interest do not extend to the value or yield of these securities nor to the value of a Fund’s shares.

Variable and Floating Rate Instruments. Certain of the obligations purchased by a Fund may carry variable or floating rates of interest, may involve a conditional or unconditional demand feature and may include variable amount master demand notes. Such instruments bear interest at rates that are not fixed, but which vary with changes in specified market rates or indices. The interest rates on these securities may be reset daily, weekly, quarterly or some other reset period, and may have a floor or ceiling on interest rate changes. There is a risk that the current interest rate on such obligations may not accurately reflect existing market interest rates. A demand instrument with a demand notice exceeding seven days may be considered illiquid if there is no secondary market for such securities.

Variable Rate Master Demand Notes. Variable rate master demand notes permit the investment of fluctuating amounts at varying market rates of interest pursuant to direct arrangements between a Fund, as lender, and a borrower. Such notes provide that the interest rate on the amount outstanding varies on a daily, weekly or monthly basis depending upon a stated short-term interest rate index. Both the lender and the borrower have the right to reduce the amount of outstanding indebtedness at any time. There is no secondary market for the notes and it is not generally contemplated that such instruments will be traded. The quality of the note or the underlying credit must, in the opinion of the Subadviser, be equivalent to the ratings applicable to permitted investments for the particular Fund. The Subadviser will monitor on an ongoing basis the earning power, cash flow and liquidity ratios of the issuers of such instruments and will similarly monitor the ability of an issuer of a demand instrument to pay principal and interest on demand. Variable rate master demand notes may or may not be backed by bank letters of credit.

SAI 33

Warrant. A Warrant is a financial instrument that gives the holder the right, but not the obligation, to purchase a specified amount of an asset at a specified price during a specified period of time. A warrant may give its holder the right to buy shares of stock, bonds, currencies, or commodities. Index Warrants, a type of warrant, allows investors to take a direct position in a commodity, index, currency or economic variable. An example of an Index Warrant is a GDP Warrant, which is a bond that allows investors to invest directly in a country’s economic growth. A GDP Warrant creates long term securities that would be indexed on the economic growth of a country, or rather an economic zone (for example Euroland). Those securities would have two main purposes: 1) to give those countries or other issuers another source of financing, and a new financial management tool; 2) to give investors a hybrid asset which has some feature(s) of an equity security (variable return and/or capital, based on economic performances) while basically being a bond (it is a debt). In the case of a GDP Warrant, the index would be the Gross Domestic Product (GDP).

When-Issued Securities, Delayed Delivery and Forward Commitment Securities. When-Issued, Delayed Delivery and Forward Commitment Securities are securities with settlement dates in excess of normal settlement periods.

Each Fund may purchase or sell securities on a forward commitment, when-issued or delayed-delivery basis, which means delivery and payment take place in the future after the date of the commitment to purchase or sell the securities at a predetermined price and/or yield. Typically, no interest accrues to the purchaser until the security is delivered. When purchasing a security on a forward commitment, when-issued or delayed-delivery basis, a Fund assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations, and takes such fluctuations into account when determining its net asset value. Because the Fund is not required to pay for these securities until the delivery date, these risks are in addition to the risks associated with the Fund’s other investments. If the Fund is fully or almost fully invested when forward commitment, when-issued or delayed-delivery purchases are outstanding, such purchases may result in a form of leverage. The Fund intends to engage in forward commitment, when-issued and delayed-delivery purchases to increase its portfolio’s financial exposure to the types of securities in which it invests. Leveraging the portfolio in this manner will increase the Fund’s exposure to changes in interest rates and will increase the volatility of its returns. The Fund will segregate permissible liquid assets at least equal at all times to the amount of the Fund’s purchase commitments.

Securities purchased on a forward commitment, when-issued or delayed-delivery basis are subject to changes in value (generally changing in the same way, i.e., appreciating when interest rates decline and depreciating when interest rates rise) based upon the public’s perception of the creditworthiness of the issuer and changes, real or anticipated, in the level of interest rates. Securities purchased on a forward commitment, when-issued or delayed-delivery basis may expose the Fund to risks because they may experience such fluctuations prior to their actual delivery. Purchasing securities on a forward commitment, when-issued or delayed-delivery basis can involve the additional risk that the yield available in the market when the delivery takes place actually may be higher than that obtained in the transaction itself. Purchasing securities on a forward commitment, when-issued or delayed-delivery basis when a Fund is fully or almost fully invested may result in greater potential fluctuation in the value of the Fund’s net assets and its net asset value per share.

To avoid any leveraging concerns, a Fund will segregate or earmark liquid assets in an amount at least equal in value to its commitments to purchase when-issued and forward commitment securities for any securities with settlement dates in excess of normal settlement periods.

INVESTMENT LIMITATIONS

Except with respect to a Fund’s non-fundamental policy relating to liquidity, if a percentage limitation stated in the fundamental and non-fundamental policies below is adhered to at the time of investment, a later increase or decrease in percentage resulting from any change in value will not result in a violation of such restriction.

Fundamental Policies

SAI 34

Fundamental policies cannot be changed without the consent of the holders of a majority of each Fund’s outstanding shares. The term “majority of the outstanding shares” means the vote of (i) 67% or more of the Fund’s shares present at a meeting, if more than 50% of the outstanding shares of the Fund are present or represented by proxy, or (ii) more than 50% of the Fund’s outstanding shares, whichever is less.

In addition to the 80% investment policy of the Institutional Municipal Cash Reserve Money Market Fund, the Georgia Tax-Exempt Bond Fund, the High Grade Municipal Bond Fund, the Investment Grade Tax-Exempt Bond Fund, the Maryland Municipal Bond Fund, the North Carolina Tax-Exempt Bond Fund, the Tax-Exempt Money Market Fund, the Virginia Intermediate Municipal Bond Fund and the Virginia Tax-Free Money Market Fund, the following investment limitations are fundamental policies of the Funds.

No Fund may:

1. With respect to 75% of each Fund’s total assets (50% in the case of the North Carolina Tax-Exempt Bond Fund, the Real Estate 130/30 Fund and the, and the Seix Global Strategy Fund), invest more than 5% of the value of the total assets of a Fund in the securities of any one issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, repurchase agreements involving such securities, and securities issued by investment companies), or purchase the securities of any one issuer if such purchase would cause more than 10% of the voting securities of such issuer to be held by a Fund.

2. Borrow money in an amount exceeding 33 1/3% of the value of its total assets, provided that, for the purposes of this limitation, investment strategies that either obligate a Fund to purchase securities or require a Fund to segregate assets are not considered to be borrowing. Asset coverage of at least 300% is required for all borrowing, except where the Fund has borrowed money for temporary purposes (less than 60 days), and in an amount not exceeding 5% of its total assets.

3. Underwrite securities issued by others, except to the extent that the Fund may be considered an underwriter within the meaning of the 1933 Act in the sale of portfolio securities.

4. Issue senior securities (as defined in the 1940 Act), except as permitted by rule, regulation or order of the SEC.

5. Purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities and securities issued by investment companies) if, as a result, more than 25% of the Fund’s total assets would be invested in the securities of companies whose principal business activities are in the same industry.

a.	With respect to the Money Market Funds, this limitation does not apply to obligations issued by domestic branches of U.S. banks or U.S. branches of foreign banks subject to the same regulations as U.S. banks.
b.	No Allocation Strategy may invest more than 25% of its assets in underlying RidgeWorth Funds that, as a matter of policy, concentrate their assets in any one industry. However, an Allocation Strategy may indirectly invest more than 25% of its total assets in one industry through its investments in the underlying RidgeWorth Funds. Each Allocation Strategy may invest up to 100% of its assets in securities issued by investment companies.
c.	The Real Estate 130/30 Fund will invest more than 25% of its total assets in securities issued by real estate investment trusts and by companies that derive at least 50% of revenues from the ownership, construction, management, financing or sale of commercial, industrial or residential real estate or has 50% of assets in such real estate.

SAI 35

6. Purchase or sell real estate, unless acquired as a result of ownership of securities or other instruments (but this shall not prevent a Fund from investing in securities or other instruments either issued by companies that invest in real estate, backed by real estate or securities of companies engaged in the real estate business).

7. Purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments.

8. Make loans, except that a Fund may: (i) purchase or hold debt instruments in accordance with its investment objectives and policies; (ii) enter into repurchase agreements; and (iii) lend its portfolio securities.

SAI 36

Non-Fundamental Policies

The following investment policies are non-fundamental policies of the Funds and may be changed by the Board of Trustees without shareholder approval:

1. With respect to each Fund that is subject to Rule 35d-1 under the 1940 Act, except the Institutional Municipal Cash Reserve Money Market Fund, the Georgia Tax-Exempt Bond Fund, the High Grade Municipal Bond Fund, the Investment Grade Tax-Exempt Bond Fund, the Maryland Municipal Bond Fund, the North Carolina Tax-Exempt Bond Fund, the Virginia Intermediate Municipal Bond Fund, the Tax-Exempt Money Market Fund and the Virginia Tax-Free Money Market Fund, any change to a Fund’s investment policy of investing at least 80% of such Fund’s net assets in a particular type or category of securities is subject to 60 days prior notice to shareholders.

2. No Fund may purchase or hold illiquid securities (i.e., securities that cannot be disposed of for their approximate carrying value in seven days or less (which term includes repurchase agreements and time deposits maturing in more than seven days) if, in the aggregate, more than 15% of its net assets (5% for the Money Market Funds) would be invested in illiquid securities.

3. No Allocation Strategy currently intends to purchase securities on margin, except that a Allocation Strategy may obtain such short-term credits as are necessary for the clearance of transactions.

4. No Allocation Strategy currently intends to sell securities short.

5. No Allocation Strategy currently intends to purchase or sell futures contracts or put or call options.

6. No Allocation Strategy may invest in shares of unaffiliated money market funds, except as permitted by applicable law or the SEC.

7. The Intermediate Bond Fund will not engage in the strategy of establishing or rolling forward To Be Approved (“TBA”) mortgage commitments.

THE ADVISER

General. RidgeWorth Investments serves as investment adviser to the Funds. RidgeWorth Investments is the trade name of RidgeWorth Capital Management, Inc., a professional investment management firm registered with the SEC under the Investment Advisers Act of 1940. The Adviser is responsible for making investment decisions for the Allocation Strategies and continuously reviews, supervises and administers each Allocation Strategy’s investment program. With respect to the other Funds, the Adviser oversees the Subadvisers to ensure compliance with the respective Fund’s investment policies and guidelines and monitors each Subadviser’s adherence to its investment style.

SAI 37

The Board supervises the Adviser with respect to its processes and policies and procedures that are applicable to the Adviser’s management of the Funds. The principal business address of the Adviser is 50 Hurt Plaza, Suite 1400, Atlanta, Georgia 30303. The Adviser is a wholly-owned subsidiary of SunTrust Banks, Inc.

Advisory Agreement with the Trust. The Adviser serves as the investment adviser to each Fund pursuant to an agreement (the “Advisory Agreement”) with the Trust. The continuance of the Advisory Agreement must be specifically approved at least annually (i) by the vote of the Board or by a vote of the shareholders of the Funds and (ii) by the vote of a majority of the Trustees who are not parties to the Advisory Agreements or “interested persons” of any party thereto, as defined in the 1940 Act, cast in person at a meeting called for the purpose of voting on such approval. The Advisory Agreement will terminate automatically in the event of its assignment, and is terminable at any time without penalty by the Board or, with respect to any Fund, by a majority of the outstanding shares of that Fund, on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser on 90 days written notice to the Trust. The Advisory Agreement provides that the Adviser shall not be protected against any liability to the Trust or its shareholders by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard of its obligations or duties thereunder.

The Advisory Agreement provides that if, for any fiscal year, the ratio of expenses of any Fund (including amounts payable to the Adviser but excluding interest, taxes, brokerage commissions, and litigation and other extraordinary expenses) exceeds limitations established by certain states, the Adviser and/or the administrator will bear the amount of such excess. The Adviser will not be required to bear expenses of the Trust to an extent which would result in a Fund’s inability to qualify as a regulated investment company under provisions of the Internal Revenue Code.

Advisory Fees Paid to the Adviser. For its services under the Advisory Agreement, the Adviser is entitled to a fee at the specified annual rate of each Fund’s average daily net assets as listed in the table that follows. Each Fund allocates and pays advisory fees among its constituent classes based on the aggregate daily net asset values of each such class.

Fund	Fee
Aggressive Growth Allocation Strategy		0.10	%
Aggressive Growth Stock Fund		1.10	%
Conservative Allocation Strategy		0.10	%
Corporate Bond Fund		0.40	%
Emerging Growth Stock Fund		1.10	%
Georgia Tax-Exempt Bond Fund		0.55	%
Growth Allocation Strategy		0.10	%
High Grade Municipal Bond Fund		0.55	%
High Income Fund		0.60	%
Intermediate Bond Fund		0.25	%
Institutional Cash Management Money Market Fund		0.13	%
Institutional Municipal Cash Reserve Money Market Fund		0.15	%
Institutional U.S. Government Securities Money Market Fund		0.15	%
Institutional U.S. Treasury Securities Money Market Fund		0.15	%
International Equity 130/30 Fund		1.25	%
International Equity Fund		1.15	%
International Equity Index Fund		0.50	%
Investment Grade Bond Fund		0.50	%
Investment Grade Tax-Exempt Bond Fund		0.50	%
Large Cap Core Equity Fund		0.85	%
Large Cap Growth Stock Fund		0.97	%
Large Cap Quantitative Equity Fund		0.85	%
Large Cap Value Equity Fund		0.80	%
Limited Duration Fund		0.10	%
Limited-Term Federal Mortgage Securities Fund		0.50	%
Maryland Municipal Bond Fund		0.55	%
Mid-Cap Core Equity Fund		1.00	%
Mid-Cap Value Equity Fund		1.00	%

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Fund	Fee
Moderate Allocation Strategy		0.10	%
North Carolina Tax-Exempt Bond Fund		0.55	%
Prime Quality Money Market Fund		0.55	%
Real Estate 130/30 Fund		1.25	%
Seix Floating Rate High Income Fund		0.45	%
Seix Global Strategy Fund		0.60	%
Seix High Yield Fund		0.45	%
Select Large Cap Growth Stock Fund		0.85	%
Short-Term Bond Fund		0.40	%
Short-Term U.S. Treasury Securities Fund		0.40	%
Small Cap Growth Stock Fund		1.15	%
Small Cap Value Equity Fund		1.15	%
Tax-Exempt Money Market Fund		0.45	%
Total Return Bond Fund		0.25	%
Ultra-Short Bond Fund		0.22	%
U.S. Equity 130/30 Fund		1.10	%
U.S. Government Securities Fund		0.50	%
U.S. Government Securities Money Market Fund		0.55	%
U.S. Government Securities Ultra-Short Bond Fund		0.20	%
U.S. Treasury Money Market Fund		0.55	%
Virginia Intermediate Municipal Bond Fund		0.55	%
Virginia Tax-Free Money Market Fund		0.40	%

The above fees are also subject to the following breakpoint discounts:

Equity and Fixed Income Funds:

First $500 million = full fee
Next $500 million = 5% discount from full fee
Over $1.0 billion = 10% discount from full fee

Money Market Funds:

First $1.0 billion = full fee
Next $1.5 billion = 5% discount from full fee
Next $2.5 billion = 10% discount from full fee
Over $5.0 billion = 20% discount from full fee

As discussed in the prospectuses, the Adviser has contractually agreed to waive a portion of its fees or reimburse expenses, with respect to certain Funds, in order to limit Fund expenses.

For the fiscal years ended March 31, 2010, March 31, 2009, and March 31, 2008, the Funds paid the following advisory fees:

	Fees Paid (in thousands)					Fees Waived (in thousands)
Fund	2010	2009		2008		2010	2009		2008
Aggressive Growth Allocation Strategy			26		50			3		3
Aggressive Growth Stock Fund			2,724		3,838			—		—
Conservative Allocation Strategy			10		10			14		10
Corporate Bond Fund			442		627			—		—
Emerging Growth Stock Fund			1,128		1,433			—		—

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	Fees Paid (in thousands)						Fees Waived (in thousands)
Fund	2010		2009		2008		2010	2009		2008
Georgia Tax-Exempt Bond Fund				989		898			2		5
Growth Allocation Strategy				73		121			4		1
High Grade Municipal Bond Fund				703		961			—		—
High Income Fund				267		387			18		1
Institutional Cash Management Money Market Fund				4,738		4,825			155		—
Institutional Municipal Cash Reserve Money Market Fund				120		108			14		4
Institutional U.S. Government Securities Money Market Fund				3,900		2,000			—		7
Institutional U.S. Treasury Securities Money Market Fund				4,517		3,663			69		—
Intermediate Bond Fund				2,134		1,360			—		—
International Equity 130/30 Fund				962		14			26		48
International Equity Fund				7,630		13,365			—		—
International Equity Index Fund				3,809		5,192			9		—
Investment Grade Bond Fund				2,029		1,986			—		—
Investment Grade Tax- Exempt Bond Fund				3,364		2,536			—		—
Large Cap Core Equity Fund				7,393		12,877			—		—
Large Cap Growth Stock Fund		5,399				8,298			117		—
Large Cap Quantitative Equity Fund		798				2,400			5		—
Large Cap Value Equity Fund		8,679				8,469			—		—
Limited Duration Fund				38		44			—		—
Limited-Term Federal Mortgage Securities Fund				352		779			—		—
Maryland Municipal Bond Fund				205		218			—		—
Mid-Cap Core Equity Fund				1,391		2,992			—		—
Mid-Cap Value Equity Fund				2,557		3,017			—		—
Moderate Allocation Strategy				150		221			6		—
North Carolina Tax- Exempt Bond Fund				251		235			—		—
Prime Quality Money Market Fund				42,246		48,301			97		—
Real Estate 130/30 Fund				58		16			62		11

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	Fees Paid (in thousands)						Fees Waived (in thousands)
Fund	2010	2009		2008			2010	2009		2008
Seix-Floating Rate High Income Fund			2,470		3,012				—		—
Seix Global Strategy Fund			29		*	*			35		*	*
Seix High Yield Fund			3,158		3,843				—		—
Select Large Cap Growth Stock Fund			936		1,104				3		—
Short-Term Bond Fund			1,450		1,510				—		—
Short-Term U.S. Treasury Securities Fund			335		285				—		—
Small Cap Growth Stock Fund			4,983		7,781				—		—
Small Cap Value Equity Fund			4,684		7,318				9		3
Tax-Exempt Money Market Fund			8,885		8,773				261		—
Total Return Bond Fund			1,441		1,545				—		—
Ultra-Short Bond Fund			163		184				22		1
U.S. Equity 130/30 Fund			42		13				74		19
U.S. Government Securities Fund			2,275		2,824				—		—
U.S. Government Securities Money Market Fund			9,034		6,615				174		—
U.S. Government Securities Ultra-Short Bond Fund			169		86				20		15
U.S. Treasury Money Market Fund			8,672		6,209				2,683		75
Virginia Intermediate Municipal Bond Fund			1,130		1,187				—		—
Virginia Tax-Free Money Market Fund			2,471		2,741				32		—

THE SUBADVISERS

Each Subadviser is a professional investment management firm registered with the SEC under the Investment Advisers Act of 1940. Each Subadviser, excluding Alpha Equity Management LLC (“Alpha Equity”) and Zevenbergen Capital Investments LLC (“ZCI”), is a wholly-owned subsidiary of the Adviser. Alpha Equity and ZCI are both minority owned subsidiaries of the Adviser.

Alpha Equity serves as the subadviser to the International Equity 130/30 Fund, the Real Estate 130/30 Fund and the U.S. Equity 130/30 Fund pursuant to an Investment Subadvisory Agreement between the Adviser and Alpha Equity. The Adviser owns less than a 25% interest in Alpha and the remainder is owned by Alpha’s employees.

For its subadvisory services, Alpha is entitled to receive an annual fee paid by the Adviser, which is calculated daily and paid quarterly by the Adviser, at an annual rate based on the average daily net assets of each of the each of the Funds as follows:

— International Equity 130/30 Fund: 0.75%
— Real Estate 130/30 Fund: 0.75%
— U.S. Equity 130/30 Fund: 0.66%

SAI 41

For the fiscal year ended March 31, 2010 Alpha received the following subadvisory fees:

	Fees Paid (in thousands)
Fund*	2010	2009
International Equity 130/30 Fund			577
Real Estate 130/30 Fund			35
U.S. Equity 130/30 Fund			25

Ceredex Value Advisors LLC (“Ceredex”) serves as the subadviser to the Large Cap Value Equity Fund, the Mid-Cap Value Equity Fund and the Small Cap Value Equity Fund pursuant to an Investment Subadvisory Agreement between the Adviser and Ceredex. For its subadvisory services, Ceredex is entitled to receive an annual fee paid by the Adviser equal to 40% of the net advisory fee paid by each applicable Fund.

For the fiscal year ended March 31, 2010, Ceredex received the following subadvisory fees:

	Fees Paid (in thousands)
Fund	2010
Large Cap Value Equity Fund
Mid-Cap Value Equity Fund
Small Cap Value Equity Fund

Certium Asset Management LLC (“Certium”) serves as the subadviser to the International Equity Fund and the International Equity Index Fund pursuant to an Investment Subadvisory Agreement between the Adviser and Certium. For its subadvisory services, Certium is entitled to receive an annual fee paid by the Adviser equal to 40% of the net advisory fee paid by each applicable Fund.

SAI 42

For the fiscal year ended March 31, 2010, Certium received the following subadvisory fees:

	Fees Paid (in thousands)
Fund	2010
International Equity Fund
International Equity Index Fund
Large Cap Quantitative Equity Fund

IronOak Advisors LLC (“IronOak”) serves as the subadviser to the Large Cap Core Equity Fund and the Mid-Cap Core Equity Fund pursuant to an Investment Subadvisory Agreement between the Adviser and IronOak. For its subadvisory services, IronOak is entitled to receive an annual fee paid by the Adviser equal to 40% of the net advisory fee paid by each applicable Fund.

For the fiscal year ended March 31, 2010, IronOak received the following subadvisory fees:

	Fees Paid (in thousands)
Fund	2010
Large Cap Core Equity Fund
Mid-Cap Core Equity Fund

Seix Investment Advisors LLC (“Seix”) serves as the subadviser to the Corporate Bond Fund, the High Income Fund, the Intermediate Bond Fund, the Investment Grade Bond Fund, the Limited Duration Fund, the Limited-Term Federal Mortgage Securities Fund, the Seix Floating Rate High Income Fund, the Seix Global Strategy Fund, the Seix High Yield Fund, the Total Return Bond Fund and the U.S. Government Securities Fund pursuant to an Investment Subadvisory Agreement between the Adviser and Seix. For its subadvisory services, Seix is entitled to receive an annual fee paid by the Adviser equal to 60% of the net advisory fee paid by each applicable Fund.

SAI 43

For the fiscal year ended March 31, 2010, Seix received the following subadvisory fees:

	Fees Paid (in thousands)
Fund	2010
Corporate Bond Fund
High Income Fund
Intermediate Bond Fund
Investment Grade Bond Fund
Limited Duration Fund
Limited-Term Federal Mortgage Securities Fund
Seix Floating Rate High Income Fund
Seix Global Strategy Fund
Seix High Yield Fund
Total Return Bond Fund
U.S. Gov’t Securities Fund

Silvant Capital Management LLC (“Silvant”) serves as the subadviser to the Large Cap Growth Stock Fund, the Select Large Cap Growth Stock Fund and the Small Cap Growth Stock Fund pursuant to an Investment Subadvisory Agreement between the Adviser and Silvant. For its subadvisory services, Silvant is entitled to receive an annual fee paid by the Adviser equal to 40% of the net advisory fee paid by each applicable Fund.

For the fiscal year ended March 31, 2010, Silvant received the following subadvisory fees:

	Fees Paid (in thousands)
Fund	2010
Large Cap Growth Stock Fund
Select Large Cap Growth Stock Fund
Small Cap Growth Stock Fund

StableRiver Capital Management LLC (“StableRiver”) serves as the subadviser to the Georgia Tax-Exempt Bond Fund, the High Grade Municipal Bond Fund, the Investment Grade Tax-Exempt Bond Fund, the Institutional Cash Management Fund, the Institutional Municipal Cash Reserve Fund, the Institutional U.S. Government Securities Money Market Fund, the Institutional U.S. Treasury Securities Money Market Fund, the Maryland Municipal Bond Fund, the North Carolina Tax-Exempt Bond Fund, the Short-Term Bond Fund, the Short-Term U.S. Treasury Securities Bond

SAI 44

Fund, the Ultra-Short Bond Fund, the U.S. Government Securities Ultra-Short Bond Fund and the Virginia Intermediate Municipal Bond Fund pursuant to an Investment Subadvisory Agreement between the Adviser and StableRiver. For its subadvisory services, StableRiver is entitled to receive an annual fee paid by the Adviser equal to 40% of the net advisory fee paid by each applicable Fund.

For the fiscal year ended March 31, 2010, StableRiver received the following subadvisory fees:

	Fees Paid (in thousands)
Fund	2010
Georgia Tax-Exempt Bond Fund
High Grade Municipal Bond Fund
Investment Grade Tax-Exempt Bond Fund
Maryland Municipal Bond Fund
North Carolina Tax-Exempt Bond Fund
Short-Term Bond Fund
Short-Term U.S. Treasury Securities Fund
U.S. Government Securities Ultra-Short Bond Fund
Ultra-Short Bond Fund
Virginia Intermediate Municipal Bond Fund
Prime Quality Money Market Fund
Tax-Exempt Money Market Fund
U.S. Gov’t Securities Money Market Fund
U.S. Treasury Money Market Fund
Virginia Tax-Free Money Market Fund
Institutional Cash Management Money Market Fund
Institutional Municipal Cash Reserve Money Market Fund
Institutional U.S. Gov’t Securities Money Market Fund
Institutional U.S. Treasury Securities Money Market Fund

SAI 45

ZCI serves as the subadviser to the Aggressive Growth Stock Fund and the Emerging Growth Stock Fund pursuant to an Investment Subadvisory Agreement between the Adviser and ZCI. The Adviser owns less than a 25% interest in ZCI and the remainder is owned by ZCI’s employees. For its subadvisory services ZCI is entitled to receive a fee paid by the Adviser at an annual rate of 0.44% based on the average daily net assets of the Aggressive Growth Stock Fund and the Emerging Growth Stock Fund, which is calculated daily and paid quarterly by the Adviser.

For the fiscal years ended March 31, 2010, March 31, 2009 and March 31, 2008, ZCI received the following subadvisory fees:

	Fees Paid (in thousands)
Fund	2010	2009		2008
Aggressive Growth Stock Fund			1,449	$	2,181
Emerging Growth Stock Fund			598	$	814

Each Subadviser has contractually agreed to waive a portion of its fees or reimburse expenses, with respect to certain Funds, in order to limit Fund expenses.

Investment Subadvisory Agreements. The Adviser and each Subadviser have entered into separate investment subadvisory agreements (each an “Investment Subadvisory Agreement”) under which the Subadviser makes the investment decisions for and continuously reviews, supervises, and administers the investment program of the respective Funds, subject to the supervision of, and policies established by, the Adviser and the Board of Trustees of the Trust. After an initial two year term, the continuance of each Investment Subadvisory Agreement must be specifically approved at least annually by (i) the vote of the Trustees or a vote of the shareholders of the Fund and (ii) the vote of a majority of the Trustees who are not parties to the Investment Subadvisory Agreement or “interested persons” of any party thereto, cast in person at a meeting called for the purpose of voting on such approval. Each Investment Subadvisory Agreement will terminate automatically in the event of its assignment and is terminable at any time without penalty by (i) the Trustees of the Trust or, with respect to each Fund, by a majority of the outstanding shares of that Fund, (ii) the Adviser at any time on not less than 30 days nor more than 60 days written notice to the Subadviser, or (iii) the Subadviser on 90 days written notice to the Adviser. Each Investment Subadvisory Agreement provides that the Subadviser shall not be protected against any liability by reason of willful misfeasance, bad faith, or negligence on its part in the performance of its duties or from reckless disregard of its obligations or duties thereunder.

THE PORTFOLIO MANAGERS

Set forth below is information regarding the individuals who are primarily responsible for the day-to-day management of the Funds (“portfolio managers”). All information is as of March 31, 10 except as otherwise noted.

Management of Other Accounts. The table below shows the number of other accounts managed by each portfolio manager and the approximate total assets in the accounts in each of the following categories: registered investment companies, other pooled investment vehicles and other accounts. For each category, the table also shows the number of accounts and the approximate total assets in the accounts with respect to which the advisory fee is based on account performance.

SAI 46

	Total Assets in Accounts (millions)
		Other		Other Accounts with Performance-
	Registered	Pooled		Based Fees
Portfolio	Investment	Investment		Number &	Total Assets
Manager	Companies*	Vehicles	Other Accounts	Category	(millions)
Seth Antiles
Charles B. Arrington
Brett Barner
George E. Calvert Jr.
Chris Carter
Robert Corner
Chad Deakins
Brook deBoutray
Vince Fioramonti
Alan Gayle
George Goudelias
Chris Guinther
James Keegan
Michael Kirkpatrick
Neil Kochen
Jeffrey E. Markunas
Michael McEachern
Kevin Means
H. Rick Nelson
Brian Nold
Joe Ransom
Mills Riddick
Michael Rieger
Michael A. Sansoterra
Ron Schwartz
Chad Stephens
Perry Troisi
Leslie Tubbs
Adrien Webb
Matthew Welden
Don Wordell
Nancy Zevenbergen

* Includes the RidgeWorth Funds

Potential Conflicts of Interest in Managing Multiple Accounts. A portfolio manager’s management of both a Fund and the other accounts listed in the table above at the same time may give rise to potential conflicts of interest. If a Fund and the other accounts have identical investment objectives, the portfolio manager could favor one or more accounts over the Fund. Another potential conflict may arise from the portfolio manager’s knowledge about the size, timing and possible market impact of Fund trades if the portfolio manager used this information to the advantage of other accounts and to the disadvantage of the Fund. In addition, aggregation of trades may create the potential for unfairness to a Fund or another account if one account is favored over another in allocating the securities purchased or sold. Each Subadviser has established policies and procedures to ensure that the purchase and sale of securities among all accounts it manages are allocated in a manner the Subadviser believes is fair and equitable.

SAI 47

Portfolio Manager Compensation Structure.

Portfolio Managers of the Adviser and all Subadvisers except Alpha Equity and ZCI. Portfolio managers earn competitive salaries and participate in incentive bonus plans designed to retain high quality investment professionals. The portfolio managers receive a salary commensurate with the individual’s experience and responsibilities with the firm. The incentive bonus plans may be structured differently, but all incorporate an evaluation of the Fund’s performance returns and/or the Subadviser’s financial performance. Investment performance may be judged directly relative to a peer group and/or benchmark or may be incorporated by measuring business unit financial performance over an extended period under the theory that successful investment performance will translate into improved financial results. Other components that may be considered in the calculation of incentive bonuses include: adherence to compliance policies, marketing, risk management and business development, among others.

Where applicable, investment performance is determined by comparing a Fund’s pre-tax total returns to the returns of the Fund’s benchmark and peer groups over multi-year periods, as applicable. Where portfolio managers manage multiple Funds or other managed accounts, each Fund or other managed account is weighted based on its market value and its relative strategic importance to the Adviser and/or the Subadviser. Other performance attributes are also based on a scorecard that objectively measures key performance attributes, which is then evaluated by the Adviser’s and/or Subadviser’s management to determine the award amount.

As a tool to minimize personnel turnover, the portfolio manager’s incentive bonus will usually have one portion of the incentive bonus paid promptly following the calendar year end and the remaining portion subject to a mandatory deferral which vests over three years subject to the terms and conditions of the incentive bonus plan.

On occasion, a portfolio manager may receive a guaranteed incentive for a fixed period in conjunction with accepting a new position when the Adviser and/or the Subadviser deem it necessary to recruit talented managers.

All full-time employees of the Adviser and Subadvisers, including the Funds’ portfolio managers, are provided a benefits package on substantially similar terms. The percentage of each individual’s compensation provided by these benefits is dependent upon length of employment, salary level, and several other factors. In addition, certain portfolio managers may be eligible for one or more of the following additional benefit plans:

• 401(k) Excess Plan — This plan provides benefits which would otherwise be provided under the qualified cash or deferred ESOP plan adopted by the Adviser’s/Subadviser’s parent company (SunTrust Banks, Inc.), were it not for the imposition of certain statutory limits on qualified plan benefits. Certain select individuals within specific salary levels may be eligible for this plan. Participation in the plan must be approved by the individual’s senior executive for the business.

• ERISA Excess Retirement Plan — This plan provides for benefits to certain executives that cannot be paid to them under tax qualified pension plans as a result of federal restrictions. Certain select individuals within specific salary levels may be eligible for this plan. Participation in the plan must be approved by the individual’s senior executive for the business.

• Voluntary Functional Incentive Plan Deferral — This plan is a provision of a SunTrust Deferred Compensation Plan which allows participants of selected annual incentive plans to voluntarily defer portions of their incentive. Eligibility to participate in this plan is offered to employees of selected incentive plans who earn above a specified level of total compensation in the year prior to their deferral. The Adviser’s/Subadviser’s annual incentive plans offer this provision to employees who meet the compensation criteria level.

• Restricted Stock Awards — Restricted stock awards are granted to certain select individuals on a case-by-case basis as a form of long-term compensation and as an additional incentive to retain these professionals. The awards often vest based on the recipient’s continued employment with the Adviser/Subadviser, but these awards may also carry additional vesting requirements, including performance conditions.

Portfolio Managers of ZCI. ZCI’s portfolio managers, Nancy Zevenbergen, Brooke de Boutray and Leslie Tubbs, work as a team in managing the firm’s accounts, including the Funds. Key professionals, including the portfolio managers, are compensated by salary commensurate with industry standards and individual experience. They are additionally compensated with bonuses based on ZCI’s overall performance. ZCI does not tie compensation to a published or

SAI 48

private benchmark. All Managing Directors, including Ms. de Boutray and Ms. Tubbs, are compensated by growth in ZCI’s profits, thereby aligning professional interests with clients’ growth potential.

Portfolio Managers of Alpha Equity. The four primary investment professionals are partners of Alpha Equity management, each having a similar economic stake in the company. Further, the senior executives (the CFO/COO/CCO, Director of Business Development, and Director of Strategic Planning) are also partners. After the payment of administrative expenses, each partner receives a base salary. Cash flow in excess of administrative expenses and partner base salaries are available for bonus allocations. Bonus allocations are determined annually based on contributions of each professional to the success of the overall business and subject to preset formulaic minimums (these minimums are tied to product-revenue generated, which is substantially impacted by investment performance). At current asset and revenue levels, the current compensation for the Partners is 100% base salary.

New investment professionals are provided with industry-competitive salary/bonus opportunities, and if new partners were to join, they would purchase equity shares from existing partners based on then current firm valuation levels. All non-partner employees of Alpha Equity receive a market-competitive base salary and participate in a bonus program tied to individual performance and contributions, as determined annually by the firm’s Partners.

Securities Ownership of Portfolio Managers. The table below shows the range of equity securities beneficially owned by each portfolio manager in the Fund or Funds managed by the portfolio manager. The information is as of March 31, 2010, except as otherwise noted.

	RidgeWorth Fund(s)
Portfolio Manager	Managed	Range of Securities Owned ($)
Seth Antiles	Intermediate Bond Fund	None
	Investment Grade Bond Fund	None
	Limited-Term Federal Mortgage Securities Fund	None
	Limited Duration Fund	None
	Seix Global Strategy Fund	None
	Total Return Bond Fund	None
	U.S. Government Securities Fund	None
	Mid-Cap Core Equity Fund		10,001-50,000
Charles B. Arrington	Small Cap Value Equity Fund		100,001-500,000
Brett Barner	Maryland Municipal Bond Fund	None
George E. Calvert Jr.	Virginia Intermediate Municipal Bond Fund	None
	Georgia Tax-Exempt Bond Fund	None
Chris Carter	North Carolina Tax-Exempt Bond Fund	None
	Short-Term Bond Fund		10,001-50,000
Robert Corner	Short-Term U.S. Treasury Securities Fund	None
	Ultra-Short Bond Fund	None
	U.S. Government Securities Ultra-Short Bond Fund	None
	International Equity Fund		1-10,000
Chad Deakins	International Equity Index Fund	None
	Large Cap Quantitative Fund	None
	Aggressive Growth Stock Fund		50,001-100,000
Brook deBoutray	Emerging Growth Stock fund	None
	International Equity 130/30 Fund	None
Vince Fioramonti	Aggressive Growth Allocation Strategy	None
Alan Gayle	Conservative Allocation Strategy	None
	Growth Allocation Strategy	None
	Moderate Allocation Strategy	None
George Goudelias	Seix Floating Rate High Income Fund	None
Chris Guinther	Large Cap Growth Stock Fund	None
	Select Large Cap Growth Stock Fund	None
	Small Cap Growth Stock Fund		10,001-50,000
James Keegan	Intermediate Bond Fund	None
	Investment Grade Bond Fund	None
	Limited Duration Fund	None
	Limited-Term Federal Mortgage Securities Fund	None
	Seix Global Strategy Fund	None
	Corporate Bond Fund	None
	Total Return Bond Fund	None
	U.S. Government Securities Fund	None
Michael Kirkpatrick	Seix High Yield Fund	None
Neil Kochen	International Equity 130/30 Fund	None
	Real Estate 130/30 Fund	None
	U.S. Equity 130/30 Fund	None
Jeffrey E. Markunas	Large Cap Core Equity Fund		100,001-500,000

SAI 49

	RidgeWorth Fund(s)
Portfolio Manager	Managed	Range of Securities Owned ($)
Michael McEachern	High Income Fund		100,001-500,000
	Seix Floating Rate High Income Fund	None
	Seix High Yield Fund	None
Kevin Means	Real Estate 130/30 Fund	None
H. Rick Nelson	Short-Term Bond Fund	None
	Short-Term U.S. Treasury Securities Fund	None
	Ultra-Short Bond Fund	None
	U.S. Government Securities Ultra-Short Bond Fund	None
Brian Nold	High Income Fund	None
	Seix High Yield Fund		10,001-50,000
Joe Ransom	Select Large Cap Growth Stock Fund	None
Mills Riddick	Large Cap Value Equity Fund		101,000-500,000
Michael Rieger	Intermediate Bond Fund	None
	Investment Grade Bond Fund	None
	Limited Duration Fund	None
	Limited-Term Federal Mortgage Securities Fund	None
	Total Return Bond Fund	None
	U.S. Government Securities Fund	None
Michael A. Sansoterra	Large Cap Growth Stock Fund		50,001-100,000
	Select Large Cap Growth Stock Fund	None
	Small Cap Growth Stock Fund		10,001-50,000
Ron Schwartz	High Grade Municipal Bond Fund	None
	Investment Grade Tax-Exempt Bond Fund	None
Chad Stephens	Short-Term Bond Fund	None
	Short-Term U.S. Treasury Securities Fund	None
	Ultra-Short Bond Fund	None
	U.S. Government Securities Ultra-Short Bond Fund	None
Perry Troisi	Corporate Bond Fund	None
	Intermediate Bond Fund	None
	Investment Grade Bond Fund	None
	Limited Duration Fund	None
	Limited-Term Federal Mortgage Securities Fund	None
	Total Return Bond Fund	None
	U.S. Government Securities Fund	None
Leslie Tubbs	Aggressive Growth Stock Fund		50,001-100,000
	Emerging Growth Stock Fund		10,001-50,000
Adrien Webb	Intermediate Bond Fund	None
	Investment Grade Bond Fund	None
	Limited Duration Fund	None
	Limited-Term Federal Mortgage Securities Fund	None
	Seix Global Strategy Fund	None
	Corporate Bond Fund	None
	Total Return Bond Fund	None
	U.S. Government Securities Fund	None
Matthew Welden	International Equity Index Fund		1-10,000
Don Wordell	Mid-Cap Value Equity Fund		10,001-50,000
Nancy Zevenbergen	Aggressive Growth Stock Fund		50,001-100,000
	Emerging Growth Stock Fund	None

SAI 50

THE ADMINISTRATOR

General. Citi Fund Services Ohio, Inc. (the “Administrator”) serves as administrator of the Trust. Prior to the acquisition of the Administrator by a subsidiary of Citibank N.A. on August 1, 2007, the Administrator was known as BISYS Fund Services Ohio, Inc. The Administrator, an Ohio corporation, has its principal business offices at 3435 Stelzer Road, Columbus, Ohio 43219. The Administrator provides administration services to other investment companies.

Master Services Agreement with the Trust. The Trust and the Administrator have entered into a master services agreement (the “Master Services Agreement”). Under the Master Services Agreement, the Administrator provides the Trust with administrative services, including day-to-day administration of matters necessary to each Fund’s operations, maintenance of records and the books of the Trust, preparation of reports, assistance with compliance monitoring of the Funds’ activities, and certain supplemental services in connection with the Trust’s obligations under the Sarbanes-Oxley Act of 2002; fund accounting services; transfer agency services and shareholder services.

The Master Services Agreement provides that it shall remain in effect until and shall continue in effect for successive one year periods subject to review at least annually by the Trustees of the Trust unless terminated by either party on not less than 90 days written notice to the other party.

Administration Fees to be Paid to the Administrator. Under the Master Services Agreement, the Administrator is entitled to receive an asset-based fee for administration, fund accounting, transfer agency and shareholder services (expressed as a percentage of the combined average daily net assets of the “RidgeWorth Complex”) of 2.75 basis points (0.0275%) on the first $25 billion, 2.25 basis points (0.0225%) on the next $5 billion, and 1.75 basis points (0.0175%) on the amounts over $30 billion, plus an additional class fee of $2,930 per class annually, applicable to each additional class of shares over 145 classes of shares. The Administrator may waive a portion of its fee.

The Master Services Agreement provides for the Administrator to pay certain insurance premiums for the RidgeWorth Complex, including $300,000 toward the premium for Directors and Officers Liability/Errors and Omissions insurance coverage, and $25,000 toward the premium for Fidelity Bond coverage. The Administrator has also separately agreed to provide, for the benefit of shareholders, (i) annual fee waivers and certain administrative services at an annual value of at least $950,000, and (ii) additional annual fee waivers expected to be approximately $200,000 to $300,000 of its annual administrative fees until June 30, 2009. The waivers described in (i) above include targeted fee waivers (“TFWs”) that are not applied uniformly across the Funds. In some instances, the TFWs may be applied to non-capped Funds on a voluntary basis. In certain other instances, the waivers may be applied to Funds subject to a contractual expense limitation or cap. The application of TFWs to contractually capped Funds may decrease or eliminate the Adviser’s obligation to reimburse the Funds for expenses incurred in excess of the expense cap. The administrative services described in (i) above include: (a) paying for certain legal expenses for the benefit of the Funds associated with fund administration matters such as mergers and acquisitions, proxy statements, exemptive relief, contract review, and preparation of SEC filings and prospectuses with respect to the Funds and (b) providing certain shareholder services. The waivers described in (ii) above are applied pro rata to reduce the expenses of each Fund in the RidgeWorth Complex. Such payments and fee waivers will not be recouped by the Administrator in subsequent years.

SAI 51

For the fiscal years ended March 31, 2010, March 31, 2009, and March 31, 2008, the Funds paid the following administrative fees to the Administrator:

	Fees Paid (in thousands)($)						Fees Waived (in thousands)($)
Fund	2010	2009		2008			2010	2009		2008
Aggressive Growth Allocation Strategy			11		16				4		3
Aggressive Growth Stock Fund			69		93				3		4
Conservative Allocation Strategy			4		4				2		3
Corporate Bond Fund			37		39				1		13
Emerging Growth Stock Fund			28		34				1		2
Georgia Tax-Exempt Bond Fund			49		44				16		14
Growth Allocation Strategy			30		38				5		1
High Grade Municipal Bond Fund			35		46				2		2
High Income Fund			27		31				10		8
Institutional Cash Management Money Market Fund			988		1,001				285		190
Institutional Municipal Cash Reserve Money Market Fund			23		21				11		11
Institutional U.S. Government Securities Money Market Fund			682		340				36		8
Institutional U.S. Treasury Securities Money Market Fund			797		635				153		46
Intermediate Bond Fund			234		156				12		23
International Equity 130/30 Fund			69		12	*			16		0	*
International Equity Fund			227		367				9		13
International Equity Index Fund			293		406				10		11
Investment Grade Bond Fund			126		128				5		4
Investment Grade Tax-Exempt Bond Fund			200		144				9		5
Large Cap Core Equity Fund			258		447				66		17
Large Cap Growth Stock Fund			192		274				68		83
Large Cap Quantitative Equity Fund			29		77				11		3
Large Cap Value Equity Fund			311		307				15		12
Limited Duration Fund			14		17				1		0
Limited-Term Federal Mortgage Securities Fund			23		47				1		2
Maryland Municipal Bond Fund			12		12				0		0

SAI 52

	Fees Paid (in thousands)($)						Fees Waived (in thousands)($)
Fund	2010	2009		2008			2010	2009		2008
Mid-Cap Core Equity Fund			49		90				7		3
Mid-Cap Value Equity Fund			75		87				3		6
Moderate Allocation Strategy			59		73				9		5
North Carolina Tax-Exempt Bond Fund			13		12				1		0
Prime Quality Money Market Fund			2,222		2,520				394		106
Real Estate 130/30 Fund			5		1	*			1		0	*
Seix Floating Rate High Income Fund			147		197				7		7
Seix Global Strategy Fund			2		*	*			1		*	*
Seix High Yield Fund			251		279				38		18
Select Large Cap Growth Stock Fund			48		53				6		7
Short-Term Bond Fund			107		108				5		4
Short-Term U.S. Treasury Securities Fund			26		23				1		8
Small Cap Growth Stock Fund			138		213				18		63
Small Cap Value Equity Fund			122		182				22		7
Tax Exempt Money Market Fund			533		526				104		21
Total Return Bond Fund			168		183				8		7
Ultra-Short Bond Fund			33		33				17		28
U.S. Equity 130/30 Fund			11		2	*			1		0	*
U.S. Government Securities Fund			122		152				6		6
U.S. Government Securities Money Market Fund			426		305				22		13
U.S. Government Securities Ultra-Short Bond Fund			29		16				12		8
U.S. Treasury Money Market Fund			405		286				165		34
Virginia Intermediate Municipal Bond Fund			56		59				3		5
Virginia Tax Free Money Market Fund			171		186				33		7

SAI 53

THE DISTRIBUTOR

The Trust and RidgeWorth Distributors LLC (the “Distributor”) are parties to a Distribution Agreement whereby the Distributor acts as principal underwriter for the Trust’s shares. The principal business address of the Distributor is 10 High Street, Suite 302, Boston, Massachusetts 02110. Under the terms of the Distribution Agreement, the Distributor must use all reasonable efforts, consistent with its other business, in connection with the continuous offering of shares of the Trust. The Distributor receives an annual fee of $3,500 per Fund, with a minimum fee of $172,000 annually for the services it performs pursuant to the Distribution Agreement. In addition, the A Shares of the Funds have a distribution and service plan (the “A Shares Plan”), the B Shares of the Funds have a distribution and service plan (the “B Shares Plan”), the C Shares of the Funds have a distribution and service plan (the “C Shares Plan”), and the R Shares have a distribution and service plan (the “R Shares Plan”).Prior to August 20, 2008, Foreside Distribution Services L.P. (“Foreside”) served as the distributor of the Trust’s shares.

The continuance of a distribution agreement must be specifically approved at least annually (i) by the vote of the trustees or by a vote of the shareholders of the funds and (ii) by the vote of a majority of the trustees who are not parties to such distribution agreement or “interested persons” of any party thereto, as defined in the 1940 Act, cast in person at a meeting called for the purpose of voting on such approval. A distribution agreement will terminate automatically in the event of its assignment, and is terminable at any time without penalty by the trustees, the distributor, or, with respect to any fund, by a majority of the outstanding shares of that fund, upon 60 days written notice by either party. The Distributor has no obligation to sell any specific quantity of Fund shares.

For the fiscal years ended March 31, 200910 March 31, 2009 and March 31, 2008, the Funds paid the following aggregate sales charge payable to the Distributor with respect to the A Shares:

	Aggregate Sales Charge Payable to						Amount Retained by Distributor
	Distributor (in thousands) ($)						(in thousands) ($)
Fund	2010	2009		2008			2010	2009		2008
Aggressive Growth Allocation Strategy			3		4				0		0
Aggressive Growth Stock Fund			2		1				0		0
Conservative Allocation Strategy			2		1				0		0
Corporate Bond Fund			40		0				7		0
Emerging Growth Stock Fund			0		0				0		0
Georgia Tax-Exempt Bond Fund			0		0				0		0
Growth Allocation Strategy			4		24				1		0
High Grade Municipal Bond Fund			0		0				0		0
High Income Fund			2		10				0		0
Intermediate Bond Fund			8		0				1		0
International Equity 130/30 Fund			0		0	*			0		0	*
International Equity Fund			3		2				1		0
International Equity Index Fund			0		10				0		0
Investment Grade Bond Fund			35		1				6		0
Investment Grade Tax-Exempt Bond Fund			17		0				3		0

SAI 54

	Aggregate Sales Charge Payable to						Amount Retained by Distributor
	Distributor (in thousands) ($)						(in thousands) ($)
Fund	2010	2009		2008			2010	2009		2008
Large Cap Core Equity Fund			5		6				1		0
Large Cap Growth Stock Fund			5		9				1		0
Large Cap Quantitative Equity Fund			0		0				0		0
Large Cap Value Equity Fund			7		11				1		0
Limited-Term Federal Mortgage Securities Fund			0		0				0		0
Maryland Municipal Bond Fund			0		0				0		0
Mid-Cap Core Equity Fund			1		2				0		0
Mid-Cap Value Equity Fund			0		8				0		0
Moderate Allocation Strategy			4		21				1		0
North Carolina Tax-Exempt Bond Fund			0		0				0		0
Prime Quality Money Market Fund			0		0				0		0
Real Estate 130/30 Fund			0		0	*			0		0	*
Seix Floating Rate High Income Fund			8		31				1		0
Seix Global Strategy Fund			0		*	*			0		*	*
Seix High Yield Fund			30		1				5		0
Select Large Cap Growth Stock Fund			0		0				0		0
Short-Term Bond Fund			1		0				0		0
Short-Term U.S. Treasury Securities Fund			6		0				1		0
Small Cap Growth Stock Fund			3		4				1		0
Small Cap Value Equity Fund			4		0				1		0
Tax-Exempt Money Market Fund			0		0				0		0
Total Return Bond Fund			10		0				2		0
U.S. Equity 130/30 Fund			0		0	*			0		0	*
U.S. Government Securities Fund			30		0				5		0
U.S. Government Securities Money Market Fund			0		0				0		0
U.S. Treasury Money Market Fund			0		0				0		0
Virginia Intermediate Municipal Bond Fund			7		9				1		0
Virginia Tax Free Money Market Fund			0		0				0		0

SAI 55

Each of the Equity Funds and the Allocation Strategies (excluding the Conservative Allocation Strategy) pays the following amount of front-end sales charge to Investment Consultants (Dealers) as a percentage of the offering price of A Shares:

	More than	More than	More than	More than
	$50,000 but	$100,000 but	$250,000 but	$500,000 but
Less than	less than	less than	less than	less than	$1,000,000
$50,000	$100,000	$250,000	$500,000	$1,000,000	and over*
5.00%	4.00%	3.00%	2.00%	1.75%	0.00%

Each of the Fixed Income Funds (except the Limited-Term Federal Mortgage Securities Fund, Seix Floating Rate High Income Fund, Short-Term Bond Fund and Short-Term U.S. Treasury Securities Fund) and the Conservative Allocation Strategy pays the following amount of front-end sales charge to Investment Consultants (Dealers) as a percentage of the offering price of A Shares:

	More than	More than	More than	More than
	$50,000 but	$100,000 but	$250,000 but	$500,000 but
Less than	less than	less than	less than	less than	$1,000,000
$50,000	$100,000	$250,000	$500,000	$1,000,000	and over*
4.00%	3.75%	2.75%	2.00%	1.75%	0.00%

The Limited-Term Federal Mortgage Securities Fund, Seix Floating Rate High Income Fund, Short-Term Bond Fund and Short-Term U.S. Treasury Securities Fund pays the following amount of front-end sales charge to Investment Consultants (Dealers) as a percentage of the offering price of A Shares:

	More than	More than	More than	More than
	$50,000 but	$100,000 but	$250,000 but	$500,000 but
Less than	less than	less than	less than	less than	$1,000,000
$50,000	$100,000	$250,000	$500,000	$1,000,000	and over*
2.25%	2.00%	1.75%	1.50%	1.25%	0.00%

* While investments of more than $1,000,000 are not subject to a front-end sales charge, the Distributor may pay Dealers commissions ranging from 0.25% to 1.00% on such purchases. Dealer commissions on investments of over $1,000,000 are paid on a tiered basis as follows:

Trade Amount	Payout to Dealer
$1,000,000 — $2,999,999		1.00	%
$3,000,000 — $49,999,999		0.50	%
$50,000,000 and above		0.25	%

For the fiscal years ended March 31, 2010, March 31, 2009 and March 31, 2008, the Funds paid the following aggregate sales charge payable to the Distributor with respect to the B Shares:

Merrill Lynch Pierce Fenner & Smith, Inc. receives an additional 0.25% of the front-end sales charge of certain of the A Shares of the Trust.

SAI 56

	Aggregate Sales Charge Payable to
	Distributor (in thousands)					Amount Retained by Distributor
	($)					(in thousands) ($)
Fund	2010	2009		2008		2010	2009		2008
Aggressive Growth Allocation Strategy			0		0			0		0
Conservative Allocation Strategy			0		0			0		0
Growth Allocation Strategy			0		0			0		0
Moderate Allocation Strategy			0		0			0		0

For the fiscal years ended March 31, 2010, March 31, 2009 and March 31, 2008, the Funds paid the aggregate sales charge payable to the Distributor with respect to the C Shares shown below.

	Aggregate Sales Charge
	Payable to Distributor (in thousands)						Amount Retained by
	($)						Distributor (in thousands) ($)
Fund	2010	2009		2008			2010	2009		2008
Aggressive Growth Allocation Strategy			0		2				0		0
Aggressive Growth Stock Fund			0		0				0		0
Conservative Allocation Strategy			12		2				0		0
Corporate Bond Fund			5		2				0		0
Emerging Growth Stock Fund			0		0				0		0
Georgia Tax-Exempt Bond Fund			0		0				0		0
Growth Allocation Strategy			1		9				0		0
High Grade Municipal Bond Fund			0		0				0		0
High Income Fund			3		5				0		0
Intermediate Bond Fund			4		0				0		0
International Equity 130/30 Fund			0		0	*			0		0	*
International Equity Fund			1		1				0		0
International Equity Index Fund			3		4				0		0
Investment Grade Bond Fund			48		1				0		0
Investment Grade Tax-Exempt Bond Fund			2		0				0		0
Large Cap Core Equity Fund			3		8				0		0
Large Cap Growth Stock Fund			1		4				0		0
Large Cap Quantitative Equity Fund			0		0				0		0
Large Cap Value Equity Fund			1		4				0		0

SAI 57

	Aggregate Sales Charge
	Payable to Distributor (in thousands)						Amount Retained by
	($)						Distributor (in thousands) ($)
Fund	2010	2009		2008			2010	2009		2008
Limited-Term Federal Mortgage Securities Fund			0		0				0		0
Maryland Municipal Bond Fund			0		0				0		0
Mid-Cap Core Equity Fund			0		1				0		0
Mid-Cap Value Equity Fund			1		2				0		0
Moderate Allocation Strategy			4		6				0		0
North Carolina Tax-Exempt Bond Fund			0		0				0		0
Prime Quality Money Market Fund			0		0				0		0
Real Estate 130/30 Fund			0		0	*			0		0	*
Seix Floating Rate High Income			4		3				0		0
Seix Global Strategy Fund			0		*	*			0		*	*
Seix High Yield Fund			22		2				0		0
Select Large Cap Growth Stock Fund			1		2				0		0
Short-Term Bond Fund			0		0				0		0
Short-Term U.S. Treasury Securities Fund			7		2				0		0
Small Cap Growth Stock Fund			1		1				0		0
Small Cap Value Equity Fund			2		2				0		0
Total Return Bond Fund			1		0				0		0
U.S. Equity 130/30 Fund			0		1	*			0		0	*
U.S. Government Securities Fund			1		0				0		0
Virginia Intermediate Municipal Bond Fund			0		0				0		0

SAI 58

A Shares, B Shares, C Shares and R Shares Distribution Plans

The Distribution Agreement and the A Shares Plan adopted by the Trust provide that A Shares of the Funds will pay the Distributor fees for furnishing services related to (a) the distribution and sale of shares of each Fund and (b) the shareholders servicing of A Shares of each Fund. The table below shows the maximum amount approved by the Board of Trustees as (i) aggregate fees for distribution and shareholder service activities and (ii) the maximum amount of the fee allocated for shareholder servicing.

							Maximum Amount
							of A Shares Plan
	Maximum						Distribution and
	A Shares Plan			Current A Shares			Service Fee Payable
	Distribution and			Plan Distribution			for Shareholder
Fund	Service Fee			and Service Fee*			Services**
Aggressive Growth Allocation Strategy		0.35	%		0.30	%		0.25	%
Aggressive Growth Stock Fund		0.35	%		0.30	%		0.25	%
Conservative Allocation Strategy		0.35	%		0.30	%		0.25	%
Corporate Bond Fund		0.35	%		0.30	%		0.25	%
Emerging Growth Stock Fund		0.35	%		0.30	%		0.25	%
Georgia Tax-Exempt Bond Fund		0.18	%		0.15	%		0.15	%
Growth Allocation Strategy		0.35	%		0.30	%		0.25	%
High Grade Municipal Bond Fund		0.18	%		0.15	%		0.15	%
High Income Fund		0.30	%		0.30	%		0.25	%
Intermediate Bond Fund		0.25	%		0.25	%		0.25	%
International Equity 130/30 Fund		0.35	%		0.30	%		0.25	%
International Equity Fund		0.33	%		0.30	%		0.25	%
International Equity Index Fund		0.35	%		0.30	%		0.25	%
Investment Grade Bond Fund		0.35	%		0.30	%		0.25	%
Investment Grade Tax-Exempt Bond Fund		0.35	%		0.30	%		0.25	%
Large Cap Core Equity Fund		0.25	%		0.25	%		0.25	%
Large Cap Growth Stock Fund		0.35	%		0.30	%		0.25	%
Large Cap Quantitative Equity Fund		0.25	%		0.25	%		0.25	%
Large Cap Value Equity Fund		0.33	%		0.30	%		0.25	%
Limited-Term Federal Mortgage Securities Fund		0.23	%		0.20	%		0.15	%
Maryland Municipal Bond Fund		0.15	%		0.15	%		0.15	%
Mid-Cap Core Equity Fund		0.35	%		0.30	%		0.25	%
Mid-Cap Value Equity Fund		0.35	%		0.30	%		0.25	%
Moderate Allocation Strategy		0.35	%		0.30	%		0.25	%
North Carolina Tax-Exempt Bond Fund		0.15	%		0.15	%		0.15	%
Prime Quality Money Market Fund		0.20	%		0.15	%		0.15	%
Real Estate 130/30 Fund		0.35	%		0.30	%		0.25	%
Seix Floating Rate High Income Fund		0.35	%		0.30	%		0.25	%
Seix Global Strategy Fund		0.35	%		0.30	%		0.25	%
Seix High Yield Fund		0.25	%		0.25	%		0.25	%
Select Large Cap Growth Stock Fund		0.35	%		0.30	%		0.25	%
Short-Term Bond Fund		0.23	%		0.20	%		0.15	%
Short-Term U.S. Treasury Securities Fund		0.18	%		0.18	%		0.15	%

SAI 59

							Maximum Amount of
							A Shares Plan
	Maximum						Distribution and
	A Shares Plan			Current A Shares			Service Fee Payable
	Distribution and			Plan Distribution			for Shareholder
Fund	Service Fee			and Service Fee*			Services**
Small Cap Growth Stock Fund		0.35	%		0.30	%		0.25	%
Small Cap Value Equity Fund		0.33	%		0.30	%		0.25	%
Tax-Exempt Money Market Fund		0.15	%		0.15	%		0.15	%
Total Return Bond Fund		0.25	%		0.25	%		0.25	%
U.S. Equity 130/30 Fund		0.35	%		0.30	%		0.25	%
U.S. Government Securities Fund		0.35	%		0.30	%		0.25	%
U.S. Government Securities Money Market Fund		0.17	%		0.15	%		0.15	%
U.S. Treasury Money Market Fund		0.15	%		0.15	%		0.15	%
Virginia Intermediate Municipal Bond Fund		0.15	%		0.15	%		0.15	%
Virginia Tax-Free Money Market Fund		0.20	%		0.15	%		0.15	%

*	The Board has currently approved the implementation of only the amounts shown in the column above. Payments under the A Shares Plan may not exceed the amounts shown above unless the Board approves the implementation of higher amounts.
**	Up to the amounts specified may be used to provide compensation for personal, ongoing servicing and/or maintenance of shareholder accounts with respect to the A Shares of the applicable Fund.

In addition, the Distribution Agreement, the B Shares Plan and the C Shares Plan adopted by the Trust provide that B Shares and C Shares of each applicable Fund (except the Prime Quality Money Market Fund) will pay the Distributor a fee of up to 0.75% of the average daily net assets of that Fund. The Distribution Agreement and the R Shares Plan provide that R Shares will pay the Distributor a fee of up 0.25% of the average daily net assets of the Fund. The Distributor can use these fees to compensate broker-dealers and service providers, including SunTrust and its affiliates, which provide administrative and/or distribution services to each Fund. In addition, B Shares, C Shares and R Shares are subject to a service fee of up to 0.25% of the average daily net assets of the B Shares, C Shares and R Shares of each applicable Fund. This service fee will be used for services provided and expenses incurred in maintaining shareholder accounts, responding to shareholder inquiries and providing information to B Shares , C Shares or R Shares shareholders or their customers who beneficially own B Shares, C Shares or R Shares. The maximum distribution and shareholder servicing fee for C shares of the Prime Quality Money Market Fund is 0.25% of the average daily net assets of that Fund’s C Shares.

Services for which broker-dealers and service providers may be compensated include establishing and maintaining customer accounts and records; aggregating and processing purchase and redemption requests from customers; placing net purchase and redemption orders with the Distributor; automatically investing customer account cash balances; providing periodic statements to customers; arranging for wires; answering customer inquiries concerning their investments; assisting customers in changing dividend options, account designations, and addresses; performing sub-accounting functions; processing dividend payments from the Trust on behalf of customers; and forwarding shareholder communications from the Trust (such as proxies, shareholder reports, and dividend distribution and tax notices) to these customers with respect to investments in the Trust. Certain state securities laws may require those financial institutions providing such distribution services to register as dealers pursuant to state law. Although banking laws and regulations prohibit banks from distributing shares of open-end investment companies such as the Trust, according to an opinion issued to the staff of the SEC by the Office of the Comptroller of the Currency, financial institutions are not prohibited from acting in other capacities for investment companies, such as providing shareholder services. Should future legislative, judicial, or administrative action prohibit or restrict the activities of financial institutions in connection with providing shareholder services, the Trust may be required to alter materially or discontinue its arrangements with such financial institutions.

SAI 60

The Trust has adopted the A Shares Plan, the B Shares Plan, the C Shares Plan and the R Shares Plan in each case in accordance with the provisions of Rule 12b-1 under the 1940 Act, which rule regulates circumstances under which an investment company may directly or indirectly bear expenses relating to the distribution of its shares. Continuance of the A Shares Plan, the B Shares Plan, the C Shares Plan and the R Shares Plan must be approved annually by a majority of the Trustees of the Trust and by a majority of the disinterested Trustees. Distribution related expenditures under the A Shares Plan, the B Shares Plan, the C Shares Plan and the R Shares Plan may support the distribution of any class or combination of classes of Shares of a Fund. The A Shares Plan, the B Shares Plan, the C Shares Plan and the R Shares Plan require that quarterly written reports of amounts spent under the A Shares Plan, the B Shares Plan, the C Shares Plan and the R Shares Plan, respectively, and the purposes of such expenditures be furnished to and reviewed by the Trustees. The A Shares Plan, the B Shares Plan, the C Shares Plan and the R Shares Plan may not be amended to increase materially the amount that may be spent thereunder without approval by a majority of the outstanding shares of the affected class of shares of the Trust. All material amendments of the Plans will require approval by a majority of the Trustees of the Trust and of the disinterested Trustees.

There is no sales charge on purchases of B Shares, C Shares or R Shares, but B Shares and C Shares are subject to a contingent deferred sales charge if they are redeemed within five and one years, respectively, of purchase. Pursuant to the Distribution Agreement, the B Shares Plan, the C Shares Plan and the R Shares Plan, B Shares, C Shares and R Shares are subject to an ongoing distribution and service fee calculated on each Fund’s aggregate average daily net assets attributable to its B Shares, C Shares or R Shares.

The following amounts paid to the Distributor by the Funds (including when they were Predecessor Funds, if applicable) under the Plan during the fiscal year ended March 31, 2010 were used as set forth below:

		Printing and
		Mailing of				Interest
		Prospectuses to				Carrying or
		Other Than	Compensation		Compensation	Other	Other
		Current	to	Compensation	to Sales	Financing	Marketing
Fund	Advertising	Shareholders	Underwriters	to Dealers	Personnel	Charges	Expenses
Aggressive Growth Allocation Strategy
Aggressive Growth Stock Fund
Conservative Allocation Strategy
Corporate Bond Fund
Emerging Growth Stock Fund
Georgia Tax-Exempt Bond Fund
Growth Allocation Strategy
High Grade Municipal Bond Fund
High Income Fund

SAI 61

		Printing and
		Mailing of				Interest
		Prospectuses to				Carrying or
		Other Than	Compensation		Compensation	Other	Other
		Current	to	Compensation	to Sales	Financing	Marketing
Fund	Advertising	Shareholders	Underwriters	to Dealers	Personnel	Charges	Expenses
Institutional Cash Management Money Market Fund
Institutional Municipal Cash Reserve Money Market Fund
Institutional U.S. Government Securities Money Market Fund
Institutional U.S. Treasury Securities Money Market Fund
Intermediate Bond Fund
International Equity 130/30 Fund
International Equity Fund
International Equity Index Fund
Investment Grade Bond Fund
Investment Grade Tax-Exempt Bond Fund
Large Cap Core Equity Fund
Large Cap Growth Stock Fund
Large Cap Quantitative Equity Fund
Large Cap Value Equity Fund
Limited Duration Fund
Limited-Term Federal Mortgage Securities Fund
Maryland Municipal Bond Fund
Mid-Cap Core Equity Fund
Mid-Cap Value Equity Fund
Moderate Allocation Strategy
North Carolina Tax-Exempt Bond Fund
Prime Quality Money Market Fund
Real Estate 130/30 Fund
Seix Floating Rate High Income Fund
Seix Global Strategy Fund
Seix High Yield Fund
Select Large Cap Growth Stock Fund
Short-Term Bond Fund
Short-Term U.S. Treasury Securities Fund
Small Cap Growth Stock Fund
Small Cap Value Equity Fund
Tax Exempt Money Market Fund
Total Return Bond Fund
U.S. Equity 130/30 Fund
U.S. Government Securities Fund
U.S. Government Securities Money Market Fund
U.S. Government Securities Ultra-Short Bond Fund
U.S. Treasury Money Market Fund
Ultra-Short Bond Fund
Virginia Intermediate Municipal Bond Fund
Virginia Tax Free Money Market Fund

SAI 62

For the fiscal year ended March 31, 2010, the Funds paid the following amounts as compensation to broker-dealers pursuant to the A Shares Plan:

	Amount Paid
Fund	(in thousands)($)
Aggressive Growth Allocation Strategy
Aggressive Growth Stock Fund
Conservative Allocation Strategy
Corporate Bond Fund
Emerging Growth Stock Fund
Georgia Tax-Exempt Bond Fund
Growth Allocation Strategy
High Grade Municipal Bond Fund
High Income Fund
Intermediate Bond Fund
International Equity 130/30 Fund
International Equity Fund
International Equity Index Fund
Investment Grade Bond Fund
Investment Grade Tax-Exempt Bond Fund
Large Cap Core Equity Fund
Large Cap Growth Stock Fund
Large Cap Quantitative Equity Fund
Large Cap Value Equity Fund
Limited-Term Federal Mortgage Securities Fund
Maryland Municipal Bond Fund
Mid-Cap Core Equity Fund
Mid-Cap Value Equity Fund
Moderate Allocation Strategy
North Carolina Tax-Exempt Bond Fund
Prime Quality Money Market Fund
Real Estate 130/30 Fund
Seix Floating Rate High Income Fund
Seix Global Strategy Fund
Seix High Yield Fund
Select Large Cap Growth Stock Fund
Short-Term Bond Fund
Short-Term U.S. Treasury Securities Fund
Small Cap Growth Stock Fund
Small Cap Value Equity Fund
Tax-Exempt Money Market Fund
Total Return Bond Fund
U.S. Equity 130/30 Fund
U.S. Government Securities Fund
U.S. Government Securities Money Market Fund
U.S. Treasury Money Market Fund
Virginia Intermediate Municipal Bond Fund
Virginia Tax-Free Money Market Fund

SAI 63

For the fiscal year ended March 31, 2010, the Funds paid the following amounts as compensation to broker-dealers pursuant to the B Shares Plan:

	Amount Paid
Fund	(in thousands) ($)
Aggressive Growth Allocation Strategy
Conservative Allocation Strategy
Growth Allocation Strategy
Moderate Allocation Strategy

For the fiscal year ended March 31, 2010, the Funds paid the amounts shown below as compensation to broker-dealers pursuant to the C Shares Plan.

	Amount Paid
Fund	(in thousands) ($)
Aggressive Growth Allocation Strategy
Aggressive Growth Stock Fund
Conservative Allocation Strategy
Corporate Bond Fund
Emerging Growth Stock Fund
Georgia Tax-Exempt Bond Fund
Growth Allocation Strategy
High Grade Municipal Bond Fund
High Income Fund
Intermediate Bond Fund
International Equity 130/30 Fund
International Equity Fund
International Equity Index Fund
Investment Grade Bond Fund
Investment Grade Tax-Exempt Bond Fund
Large Cap Core Equity Fund
Large Cap Growth Stock Fund
Large Cap Quantitative Equity Fund
Large Cap Value Equity Fund
Limited-Term Federal Mortgage Securities Fund
Maryland Municipal Bond Fund
Mid-Cap Core Equity Fund
Mid-Cap Value Equity Fund
Moderate Allocation Strategy
North Carolina Tax-Exempt Bond Fund
Prime Quality Money Market Fund
Real Estate 130/30 Fund
Seix Floating Rate High Income Fund
Seix Global Strategy Fund
Seix High Yield Fund

SAI 64

	Amount Paid
Fund	(in thousands) ($)
Select Large Cap Growth Stock Fund
Short-Term Bond Fund
Short-Term U.S. Treasury Securities Fund
Small Cap Growth Stock Fund
Small Cap Value Equity Fund
Tax-Exempt Money Market Fund
Total Return Bond Fund
U.S. Equity 130/30 Fund
U.S. Government Securities Fund
Virginia Intermediate Municipal Bond Fund

For the fiscal year ended March 31, 2010, the Funds paid the amounts shown below as compensation to broker-dealers pursuant to the R Shares Plan.

	Amount Paid
Fund	(in thousands) ($)
Intermediate Bond Fund
Total Return Bond Fund

Other than any portion of the sales charges imposed on purchases, the following table shows the level of compensation paid by the Distributor to broker-dealers selling A Shares and C Shares (purchased prior to August 1, 2005), unless otherwise agreed upon by the Distributor and such broker-dealer.

	Annual Payout
	12(b)-1						Annual Payout
	Effective						12(b)-1 Effective
	Immediately			Initial Payment –			in the 13th Month
Fund	(A)*			At Time Of Sale (C)			(C)**
Equity Funds
Aggressive Growth Allocation Strategy		0.25	%		1.00	%		1.00	%
Aggressive Growth Stock Fund		0.25	%		1.00	%		1.00	%
Conservative Allocation Strategy		0.25	%		1.00	%		1.00	%
Corporate Bond Fund		0.25	%		1.00	%		1.00	%
Emerging Growth Stock Fund		0.25	%		1.00	%		1.00	%
Growth Allocation Strategy		0.25	%		1.00	%		1.00	%
International Equity 130/30 Fund		0.25	%		1.00	%		1.00	%
International Equity Fund		0.25	%		1.00	%		1.00	%
International Equity Index Fund		0.25	%		1.00	%		1.00	%
Large Cap Core Equity Fund		0.25	%		1.00	%		1.00	%
Large Cap Growth Stock Fund		0.25	%		1.00	%		1.00	%
Large Cap Quantitative Equity Fund		0.25	%		1.00	%		1.00	%
Large Cap Value Equity Fund		0.25	%		1.00	%		1.00	%
Mid-Cap Core Equity Fund		0.25	%		1.00	%		1.00	%
Mid-Cap Value Equity Fund		0.25	%		1.00	%		1.00	%
Moderate Allocation Strategy		0.25	%		1.00	%		1.00	%
Real Estate 130/30 Fund		0.25	%		1.00	%		1.00	%

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	Annual Payout
	12(b)-1						Annual Payout
	Effective						12(b)-1 Effective
	Immediately			Initial Payment –			in the 13th Month
Fund	(A)*			At Time Of Sale (C)			(C)**
Select Large Cap Growth Stock Fund		0.25	%		1.00	%		1.00	%
Small Cap Growth Stock Fund		0.25	%		1.00	%		1.00	%
Small Cap Value Equity Fund		0.25	%		1.00	%		1.00	%
U.S. Equity 130/30 Fund		0.25	%		1.00	%		1.00	%
Fixed Income Funds
Corporate Bond Fund		0.25	%		1.00	%		1.00	%
Georgia Tax-Exempt Bond Fund		0.15	%		1.00	%		1.00	%
High Grade Municipal Bond Fund		0.15	%		1.00	%		1.00	%
High Income Fund		0.25	%		1.00	%		1.00	%
Intermediate Bond Fund		0.25	%		1.00	%		1.00	%
Investment Grade Bond Fund		0.25	%		1.00	%		1.00	%
Investment Grade Tax-Exempt Bond Fund		0.25	%		1.00	%		1.00	%
Limited Term Federal Mortgage Securities Fund		0.15	%		1.00	%		1.00	%
Maryland Municipal Bond Fund		0.15	%		1.00	%		1.00	%
North Carolina Tax-Exempt Bond Fund		0.15	%		1.00	%		1.00	%
Seix Floating Rate High Income Fund		0.25	%		1.00	%		1.00	%
Seix Global Strategy Fund		0.25	%		1.00	%		1.00	%
Seix High Yield Fund		0.25	%		1.00	%		1.00	%
Short Term Bond Fund		0.15	%		1.00	%		1.00	%
Short-Term U.S. Treasury Securities Fund		0.15	%		1.00	%		1.00	%
Corporate Bond Fund		0.25	%		1.00	%		1.00	%
Total Return Bond Fund		0.25	%		1.00	%		1.00	%
U.S. Government Securities Fund		0.25	%		1.00	%		1.00	%
U.S. Government Securities Ultra-Short Bond Fund		N/A			1.00	%		1.00	%
Virginia Intermediate Municipal Bond Fund		0.15	%		1.00	%		1.00	%
Money Market Fund
Prime Quality Money Market Fund		0.15	%		N/A			0.25	%

*

Initial Front End Sales Charge for A Shares ranges from 5.75% maximum to 1.50% depending on Fund and breakpoints (outlined in prospectus).

**

The C Shares Contingent Deferred Sales Charge (“CDSC”) will be waived for certain retirement plan providers (“Intermediary”) with whom the Trust has entered into an administrative arrangement under which the Intermediary agrees to provide certain recordkeeping or administrative services. Under such arrangements, the Trust will not pay an upfront commission. Rather, the Trust shall pay (or cause to be paid) asset-based compensation to the Intermediary of up to 1.00% annually of the average daily net assets of the plan assets invested in C Shares of the Funds (of which 0.25% consists of the Distribution Plan service fee).

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Other than any portion of the sales charges imposed on purchases, and unless otherwise agreed upon by the Distributor and such broker-dealer the Distributor pays broker-dealers selling C Shares purchased beginning August 1, 2005, an initial payment at the time of sale of 1.00% and annual 12(b)-1 payout effective in the 13th month of 1.00%. The Distributor uses fees it has received from both the distribution plan and from contingent deferred sales charges to make these upfront payments to broker-dealers. If, for any reason, there are insufficient fees available to the Distributor from the distribution plan and the contingent deferred sales charges, to make these payments, the Adviser will provide the Distributor with funds that can, in turn, be used by the Distributor to make these upfront payments to broker-dealers.

Participation Payment Program. The Adviser, the Subadvisers and their affiliates may make payments to certain intermediaries for marketing support services, including business planning assistance, educating dealer personnel about the Funds and shareholder financial planning needs, placement on the intermediary’s preferred or recommended fund company list, and access to sales meetings, sales representatives and management representatives of the dealer. These payments are made to intermediaries that are registered as holders of record or dealers of record for accounts in a Fund. These payments are generally based on one or more of the following factors: average net assets of the Funds attributable to that intermediary, gross or net sales of the Funds attributable to that intermediary, reimbursement of ticket charges (fees that an intermediary firm charges its representatives for effecting transactions in fund shares) or a negotiated lump sum payment for services rendered. The Adviser, the Subadvisers and their affiliates compensate dealers differently depending upon, among other factors, the level and/or type of marketing support provided by the intermediary. As of July 3, 2009, the following firms were receiving participation payment program payments:

Citigroup Global Markets Inc./Smith Barney* UBS Financial Services Inc.

* Citigroup Global Markets Inc./Smith Barney is an indirect affiliate of Citi Fund Services Ohio, Inc., the administrator for the Trust.

Shareholder Servicing Plans.

A and I Shares. The Trust has adopted a Shareholder Servicing Plan for the A Shares and I Shares of certain of the Funds (the “A Shares and I Shares Servicing Plans”). Under the A Shares and I Shares Servicing Plans, the Funds may pay Intermediaries a fee of up to 0.15% of the average daily net assets attributable to the A Shares and I Shares. Intermediaries may perform, or may compensate other service providers for performing, the following shareholder services: (i) establishing and maintaining accounts and records relating to shareholders; (ii) processing dividend and distribution payments from a Fund on behalf of shareholders; (iii) providing information periodically to shareholders showing their positions in shares and integrating such statements with those of other transactions and balances in shareholders’ other accounts serviced by such intermediary; (iv) arranging for bank wires; (v) responding to shareholder inquiries relating to the services performed; (vi) responding to routine inquiries from shareholders concerning their investment; (vii) providing subacccounting with respect to shares beneficially owned by shareholders, or the information to a Fund necessary for subaccounting; (viii) if required by law, forwarding shareholder communications from a Fund (such as proxies, shareholder reports, annual and semi-annual financial statements and dividend, distribution and tax notices) to shareholders; (ix) assisting in processing purchase, exchange and redemption requests from shareholders and in placing such orders with service contractors; (x) assisting shareholders in changing dividend options, account designations and addresses; (xi) providing shareholders with a service that invests the assets of their accounts in shares pursuant to specific or pre-authorized instructions; and (xiii) providing such other similar services as a Fund or its shareholders may reasonable request to the extent the intermediary is permitted to do so under applicable statutes, rules and regulations. The Funds did not make any payments pursuant to the A Shares and I Shares Servicing Plans for the fiscal years ended March 31, 2010, March 31, 2009 and March 31, 2008.

R Shares. The Trust has adopted a Shareholder Servicing Plan for the R Shares of certain of the Funds (the “R Shares Servicing Plan”). Under the R Shares Servicing Plan, the Funds may pay Intermediaries a fee of up to 0.25% of the average daily net assets attributable to the R Shares. Intermediaries may perform, or may compensate other service providers for performing, the following shareholder services: (i) establishing and maintaining accounts and records relating to shareholders; (ii) processing dividend and distribution payments from a Fund on behalf of shareholders;

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(iii) providing information periodically to shareholders showing their positions in shares and integrating such statements with those of other transactions and balances in shareholders’ other accounts serviced by such intermediary; (iv) arranging for bank wires; (v) responding to shareholder inquiries relating to the services performed; (vi) responding to routine inquiries from shareholders concerning their investment; (vii) providing subacccounting with respect to shares beneficially owned by shareholders, or the information to a Fund necessary for subaccounting; (viii) if required by law, forwarding shareholder communications from a Fund (such as proxies, shareholder reports, annual and semi-annual financial statements and dividend, distribution and tax notices) to shareholders; (ix) assisting in processing purchase, exchange and redemption requests from shareholders and in placing such orders with service contractors; (x) assisting shareholders in changing dividend options, account designations and addresses; (xi) providing shareholders with a service that invests the assets of their accounts in shares pursuant to specific or pre-authorized instructions; and (xiii) providing such other similar services as a Fund or its shareholders may reasonable request to the extent the intermediary is permitted to do so under applicable statutes, rules and regulations. The Funds did not make any payments pursuant to the R Shares Servicing Plans for the fiscal years ended March 31, 2010, March 31, 2009 and March 31, 2008.

Corporate Trust Shares. The Trust has adopted a shareholder service plan for the Institutional U.S. Treasury Securities Money Market Fund’s Corporate Trust Shares (the “Service Plan”). Under the Service Plan, the Institutional U.S. Treasury Securities Money Market Fund will pay financial intermediaries (“Intermediaries”) a fee of up to 0.25% of the average daily net assets attributable to the Corporate Trust Shares. Intermediaries may perform, or may compensate other service providers for performing, the following shareholder services: maintaining client accounts; arranging for bank wires; responding to client inquiries concerning services provided on investments; assisting clients in changing dividend options, account designations and addresses; sub-accounting; providing information on share positions to clients; forwarding shareholder communications to clients; processing purchase, exchange and redemption orders; and processing dividend payments.

For the fiscal years ended March 31, 2010, March 31, 2009 and March 31, 2008, the Institutional U.S. Treasury Securities Money Market Fund paid the following amount pursuant to the Service Plan:

Fees – Amount Paid (in thousands)($)			Fees – Amount Waived($)
2010	2009	2008	2010	2009	2008
	1,692	3,362		162	16

THE TRANSFER AGENT

Citi Fund Services Ohio, Inc., 3435 Stelzer Road, Columbus, Ohio 43219, serves as the transfer agent and dividend paying agent to the Trust.

THE CUSTODIAN

SunTrust Bank, 303 Peachtree Street N.E., 14th Floor, Atlanta, GA 30308 serves as the custodian for all of the Funds except for the Corporate Bond Fund, the International Equity Fund, the International Equity Index Fund, the International Equity 130/30 Fund, the Real Estate 130/30 Fund, the Seix Global Strategy Fund, the U.S. Equity 130/30 Fund, the Corporate Bond Fund and the Institutional Cash Management Money Market Fund. SunTrust Bank is paid on the basis of net assets and transactions costs of the Funds. The custodian is responsible for the safekeeping of the assets of the Funds.

SunTrust Bank also serves as the custodian for the collateral reinvestment account in which collateral on behalf of the Funds’ securities lending program is maintained. In addition, SunTrust Bank provides other services to support the Funds’ securities lending program through periodic monitoring and reporting of certain aspects related to the program including, but not limited to, loan balances of specific borrowers. The information is provided to the Adviser to support its oversight of the program. SunTrust Bank receives an annual fee of approximately $114,000 for these additional services.

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Brown Brothers Harriman & Co., 40 Water Street, Boston, MA 02109 serves as custodian for the Corporate Bond Fund, International Equity 130/30 Fund, the International Equity Fund, the International Equity Index Fund, the Real Estate 130/30 Fund, the Seix Global Strategy Fund, the U.S. Equity 130/30 Fund and the Institutional Cash Management Money Market Fund. The custodian is responsible for the safekeeping of the assets of the Funds.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP, located at 41 South High Street, Columbus, OH 43215, serves as the Trust’s independent registered public accounting firm.

LEGAL COUNSEL

Morgan, Lewis & Bockius LLP, located at 1111 Pennsylvania Avenue, NW, Washington, DC 20004, serves as legal counsel to the Trust.

TRUSTEES AND OFFICERS OF THE TRUST

Board Responsibilities. The management and affairs of the Trust and each of the Funds are supervised by the Board under the laws of the Commonwealth of Massachusetts. The Board is responsible for overseeing each of the Funds. The Trustees have approved contracts, as described above, under which certain companies provide essential management services to the Trust.

Members of the Board. Set forth below are the names, business addresses, states of residence, ages, positions with the Trust, principal occupations for the last five years and other directorships of each of the persons currently serving as Trustees of the Trust. Each Trustee is also a Trustee of the RidgeWorth Variable Trust which is comprised of five series. None of the Trustees of the Trust are considered “interested persons” as that term is defined in the 1940 Act.

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				Number of
				Portfolios in
		Term of		the
	Position	Office and		RidgeWorth
Name, Business	Held	Length of	Principal	Complex
Address, State of	With the	Time	Occupation(s) During	Overseen by		Other Directorships
Residence, Age	Trust	Served	the Past 5 Years	Trustees		Held By Trustee
Jeffrey M. Biggar 3435 Stelzer Road Columbus, OH 43219 (Ohio) Age: 60	Trustee	Indefinite; since January 2007	Retired. Chief Operating Officer (Cedar Brook Financial Partners LLC) (March 2008-January 2010), Chief Executive Officer and Senior Managing Director, Sterling (National City Corp.) (2000-2006)		50	GenSpring Trust
George C. Guynn 3435 Stelzer Road Columbus, OH 43219 (Georgia) Age: 67	Trustee	Indefinite; since January 2008	Retired. President (1996-October 2006) and Chief Executive Officer (1995-October 2006) Federal Reserve Bank of Atlanta		50	Genuine Parts Company; Oxford Industries; John Wieland Homes and Neighborhoods Inc.; Acuity Brands Inc.; GenSpring Trust
Sidney E. Harris 3435 Stelzer Road Columbus, OH 43219 (Georgia) Age: 61	Trustee	Indefinite; since November 2004	Professor (since 1997), Dean (1997-2004), J. Mack Robinson College of Business, Georgia State University		50	Total System Services, Inc.; GenSpring Trust
Warren Y. Jobe 3435 Stelzer Road Columbus, OH 43219 (Georgia) Age: 69	Trustee	Indefinite; since November 2004	Retired. Executive Vice President, Georgia Power Company and Senior Vice President, Southern Company (1998-2001)		50	WellPoint, Inc; UniSource Energy Corp.
Connie D. McDaniel 3435 Stelzer Road Columbus, OH 43219 (Georgia) Age: 52	Trustee	Indefinite; since May 2005	Vice President , Chief of Internal Audit, Corporate Audit Department (August 1, 2009-Present), Vice President Global Finance Transformation (March 2007-July 2009), Vice President and Controller (1999-February 2007), The Coca-Cola Company		50	None
Clarence H. Ridley 3435 Stelzer Road Columbus, OH 43219 (Georgia) Age: 68	Trustee	Indefinite; since November 2001	Chairman Emeritus (March 2010-Present), Chairman, Haverty Furniture Companies (2001-March 2010)		50	Crawford & Co.; Haverty Furniture Companies

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				Number of
				Portfolios in
		Term of		the
	Position	Office and		RidgeWorth
Name, Business	Held	Length of	Principal	Complex
Address, State of	With the	Time	Occupation(s) During	Overseen by		Other Directorships
Residence, Age	Trust	Served	the Past 5 Years	Trustees		Held By Trustee
Charles D. Winslow 3435 Stelzer Road Columbus, OH 43219 (Florida) Age: 75	Trustee	Indefinite; since November 2004	Retired. Formerly Partner, Accenture (consulting)		50	None

Board Committees. The Board has established the following committees:

• Audit Committee. The Board’s Audit Committee is composed exclusively of independent Trustees of the Trust. The Audit Committee operates under a written charter approved by the Board. The principal responsibilities of the Audit Committee include: recommending which firm to engage as the Trust’s independent registered public accounting firm and whether to terminate this relationship; reviewing the independent registered public accounting firm’s compensation, the proposed scope and terms of its engagement, and the firm’s independence; pre-approving audit and non-audit services provided by the Trust’s independent registered public accounting firm to the Trust and certain other affiliated entities; serving as a channel of communication between the independent registered public accounting firm and the Trustees; reviewing the results of each external audit, including any qualifications in the independent registered public accounting firms’ opinion, any related management letter, management’s responses to recommendations made by the independent registered public accounting firm in connection with the audit, reports submitted to the Committee by the internal auditing department of the Trust’s Administrator that are material to the Trust as a whole, if any, and management’s responses to any such reports; reviewing the Trust’s audited financial statements and considering any significant disputes between the Trust’s management and the independent registered public accounting firm that arose in connection with the preparation of those financial statements; considering, in consultation with the independent registered public accounting firm and the Trust’s senior internal accounting executive, if any, the independent registered public accounting firm’s report on the adequacy of the Trust’s internal financial controls; reviewing, in consultation with the Trust’s independent registered public accounting firm, major changes regarding auditing and accounting principles and practices to be followed when preparing the Trust’s financial statements; and other audit related matters. Messrs. Biggar, Harris and Winslow and Ms. McDaniel currently serve as members of the Audit Committee. The Audit Committee meets periodically, as necessary, and met twice in the most recently completed fiscal year.

• Governance and Nominating Committee. The Board’s Governance and Nominating Committee is composed exclusively of independent Trustees of the Trust. The Governance and Nominating Committee operates under a written charter approved by the Board. The purposes of the Governance and Nominating Committee are: to evaluate the qualifications of candidates for Trustee and to make recommendations to the Independent trustees and the entire Board with respect to nominations for Trustee membership on the Board when necessary or considered advisable; to review periodically Board governance practices, procedures and operations and to recommend any appropriate changes to the Board; to review periodically the size and composition of the Board and to make recommendations to the Independent Trustees and the Board as to whether it may be appropriate to add to the membership of the Board; to review as necessary the committees established by the Board and to make recommendations to the Board; to review periodically Trustee compensation and any other benefits and to recommend any appropriate changes to the Board and the Independent Trustees; to review periodically and make recommendations regarding ongoing Trustee education and orientation for new Trustees; to make recommendations regarding any self-assessment conducted by the Board; and to review as necessary any other similar matters relating to the governance of the Trust at the request of any Trustee or on its own initiative. While the Governance and Nominating Committee is solely responsible for the selection and nomination of Trustees, the Committee may consider nominees recommended by shareholders. A nomination submission must be sent in writing to the Governance and Nominating Committee, addressed to the Secretary of the Trust, and

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must be accompanied by all information relating to the recommended nominee that is required to be disclosed in solicitations or proxy statements for the election of Trustees. Nomination submissions must also be accompanied by a written consent of the individual to stand for election if nominated by the Board and to serve if elected by the shareholders. Additional information must be provided regarding the recommended nominee as reasonably requested by the Governance and Nominating Committee. Messrs. Guynn, Harris, Jobe and Ridley currently serve as members of the Nominating Committee. The Governance and Nominating Committee meets periodically as necessary. The Governance and Nominating Committee met twice during the most recently completed fiscal year.

•

Valuation Committee. The Board has established the Trust’s Valuation Committee, which is composed of two Trustees, as non-voting members, and various representatives of the Trust’s service providers, as appointed by the Board. The Valuation Committee operates under procedures approved by the Board. The principal responsibility of the Valuation Committee is to determine the fair value of securities for which current market quotations are not readily available. The Valuation Committee’s determinations are reviewed by the Board. The Valuation Committee meets periodically, as necessary, and met 106 times during the most recently completed fiscal year.

Fund Shares Owned by Board Members. The following table shows the dollar amount range of each Trustee’s “beneficial ownership” of shares of each of the Funds as of the end of the most recently completed calendar year. Dollar amount ranges disclosed are established by the SEC.

“Beneficial ownership” is determined in accordance with Rule 16a-1(a)(2) under the 1934 Act. The “Family of Investment Companies” referenced in the table consists of the Trust and the RidgeWorth Variable Trust.

		Aggregate Dollar Range
		of Shares in All
		Investment Companies
		Overseen By Trustee in
		Family of Investment
Trustee	Dollar Range of Fund Shares	Companies
Jeffrey M. Biggar
George C. Guynn
Sidney E. Harris
Warren Jobe
Connie D. McDaniel
Clarence H. Ridley
Charles D. Winslow

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As of June 30, 2010, [NAME] owned [ ]% of the [ ] Shares of the [] Fund. With respect to the C Shares and I Shares of those Funds and with respect to the remaining Funds, the Trustees and Officers of the Trust as a group owned less than 1% of the outstanding shares of each class of each Fund.

Board Compensation. The table below shows the compensation paid to the Trustees during the fiscal year ended March 31, 2010. The “Fund Complex” referenced in the table consists of the Trust and the RidgeWorth Variable Trust.

		Pension or
		Retirement
	Aggregate	Benefits Accrued		Estimated		Total Compensation From
	Compensation from	as Part of Fund		Annual Benefits		the Trust and Fund
Name of Trustee	the Trust ($)	Expenses		Upon Retirement		Complex ($)
Jeffrey M. Biggar			N/A		N/A
George C. Guynn			N/A		N/A
Sidney E. Harris			N/A		N/A
Warren Y. Jobe			N/A		N/A
Connie McDaniel			N/A		N/A
Clarence H. Ridley			N/A		N/A
Charles D. Winslow			N/A		N/A

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Trust Officers. The officers of the Trust, their business addresses, their ages, and their principal occupations for the last five years are set forth below. The officers of the Trust who are employees of the Administrator may also serve as officers to one or more mutual funds for which the Administrator or its affiliates act as administrator or transfer agent. None of the officers receive compensation from the Trust for their services. Officers of the Trust are elected annually by the Board and hold office until their respective successors are chosen and qualified, or in each case until he or she sooner dies, resigns, is removed or becomes disqualified.

		Term of Office
Name, Address	Position(s) Held	and Length
and Ages	with Trust	of Time Served	Principal Occupation(s) During the Past 5 Years
Officers:
Julia R. Short 50 Hurt Plaza Suite 1400 Atlanta, GA 30303 Age: 37	President and Chief Executive Officer	One year; since June 2007	Managing Director, Product Manager, RidgeWorth Investments. (since 2004); Relationship Manager, SEI Investments (financial services) (1994 – 2004)
Patrick A. Paparelli 50 Hurt Plaza Suite 1400 Atlanta, GA 30303 Age: 47	Vice President; Chief Compliance Officer	One year; since May 2008;	Managing Director, Director of Legal and Compliance (since 2001) and Chief Compliance Officer (since July 2004), RidgeWorth Investments
Diana Hanlin 50 Hurt Plaza Suite 1400 Atlanta, GA 30303 Age: 42	Vice President; Deputy Chief Compliance Officer	One year; since May 2008	Director, RidgeWorth Capital Management, Inc. (Since May, 2008); Employee of BB&T Asset Management, Inc. ( 2007-2008); Employee of BISYS Fund Services Ohio, Inc. (1996-2007)
Martin R. Dean 3435 Stelzer Road Columbus, OH 43219 Age: 46	Treasurer; Chief Financial Officer and Chief Accounting Officer	One year; since March 2007	Senior Vice President, Fund Administration, Citi Fund Services Ohio, Inc.
Jennifer English 100 Summer Street Suite 1500 Boston, MA 02110 Age: 38	Secretary	One year; since February 2010	Senior Vice President, Regulatory Administration, Citi Fund Services Ohio, Inc. (2005-present); Assistant Vice President and Assistant Counsel, PFPC, Inc. (2002-2005)
Danio Mastropieri 100 Summer Street Suite 1500 Boston, MA 02110 Age: 37	Assistant Secretary	One year; since February 2010	Vice President, Regulatory Administration, Citi Fund Services Ohio, Inc. (2007 - present); Senior Regulatory Administration Specialist, PFPC, Inc. (2004-2007)

PURCHASING AND REDEEMING SHARES

Purchases and redemptions of shares of the Equity Funds and Fixed Income Funds may be made on any day the New York Stock Exchange (“NYSE”) is open for business. The Trust reserves the right to open the Fixed Income Funds when the principal bond markets are open for business even if the NYSE is closed. Purchases and redemptions of shares of the Money Market Funds may be made on any day the NYSE and the Federal Reserve Bank of New York (the “Fed”) are

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open for settlement. The Trust reserves the right to open the Money Market Funds when the Fed is open for settlement and/or the principal bond markets are open for business even if the NYSE is closed. Shares of each Fund are offered and redeemed on a continuous basis. Currently, the NYSE is closed on the days the following holidays are observed: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Currently, the Fed and the principal bond markets are closed on the same days that the NYSE is closed except for Good Friday. In addition, the Fed and the principal bond markets are closed on the days that Columbus Day and Veterans Day are observed.

It is currently the Trust’s policy to pay for all redemptions in cash, however, the Trust retains the right to alter this policy to provide for redemptions in whole or in part by a distribution in-kind of readily marketable securities held by the Funds in lieu of cash. Shareholders may incur brokerage charges on the sale of any such securities so received in payment of redemptions. A shareholder will at all times be entitled to aggregate cash redemptions from all Funds of the Trust up to the lesser of $250,000 or 1% of the Trust’s net assets during any 90-day period. The Board of Trustees has adopted procedures which permit the Trust to make in-kind redemptions to those shareholders of the Trust that are affiliated with the Trust solely by their ownership of a certain percentage of the Trust’s investment portfolios.

The Trust reserves the right to suspend the right of redemption and/or to postpone the date of payment upon redemption for any period during which trading on the NYSE is restricted, or during the existence of an emergency (as determined by the SEC by rule or regulation) as a result of which disposal or valuation of a Fund’s portfolio securities is not reasonably practicable, or for such other periods as the SEC has by order permitted. The Trust reserves the right to postpone payment or redemption proceeds for up to seven days if the redemption would harm existing shareholders. The Trust also reserves the right to suspend sales of shares of a Fund for any period during which the NYSE, the Adviser, the Administrator and/or the Custodian are not open for business.

The Trust reserves the right to waive any minimum investment requirements or sales charges for immediate family members of the Trustees or employees of the Adviser and its affiliates. “Immediate Family” means a spouse, mother, father, mother-in-law, father-in-law or children (including step children) age 21 years or under. Currently, the front-end sales charge is waived on A Shares purchased by Trustees, employees of the Adviser, and its affiliates and their respective immediate family members.

The Trust will permit an exchange of C Shares of a Fund for A Shares of the same Fund, and will waive any sales charges that would otherwise apply, for those investors who hold C Shares of the Fund as a result of (i) reinvesting distributions from qualified employee benefit retirement plans and rollovers from IRAs previously with the trust department of a bank affiliated with SunTrust or (ii) investing an amount less than or equal to the value of an account distribution when an account for which a bank affiliated with SunTrust acted in a fiduciary, administrative, custodial, or investment advisory capacity is closed.

As of August 1, 2005, B Shares are not available for purchase, except through dividend or distribution reinvestments in B Shares and exchanges of B Shares of one Fund for B Shares of another Fund.

Rights of Accumulation. In calculating the appropriate sales charge rate, rights of accumulation allow you to add the market value (at the close of business on the day of the current purchase) of your existing holdings in any class of shares to the amount of A shares you are currently purchasing.

The Funds will combine the value of your current purchases with the current market value of any shares previously purchased for

• your individual account(s),

• your spouse’s account(s),

• joint account(s) with your spouse,

• your minor children’s trust or custodial accounts.

A fiduciary purchasing shares for the same fiduciary account, trust or estate may also use this right of accumulation. To be entitled to a reduced sales charge based on shares already owned, you must let the Funds know at the time you make the purchase for which you are seeking the reduction that you qualify for such a reduction. You may be required

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to provide the Funds with your account number(s), account name(s), and copies of the account statements, and if applicable, the account number(s), account name(s), and copies of the account statements, for your spouse and/or children (and provide the children’s ages). A financial institution may require documentation or other information in order to verify your eligibility for a reduced sales charge. The Funds may amend or terminate this right of accumulation at any time.

Letter of Intent. A Letter of Intent allows you to purchase shares over a 13-month period and receive the same sales charge as if you had purchased all the shares at the same time. Reinvested dividends or capital gain distributions do not apply toward these combined purchases. To be entitled to a reduced sales charge based on shares you intend to purchase over the 13-month period, you must send the Funds a Letter of Intent. In calculating the total amount of purchases, you may include in your Letter purchases made up to 90 days before the date of the Letter. The 13-month period begins on the date of the first purchase, including those purchases made in the 90-day period before the date of the Letter. Please note that the purchase price of these prior purchases will not be adjusted.

You are not legally bound by the terms of your Letter of Intent to purchase the amount of shares stated in the Letter. The Letter does, however, authorize the Funds to hold in escrow 5.75% for the following Funds:

Aggressive Growth Allocation Strategy
Aggressive Growth Stock Fund
Emerging Growth Stock Fund
Growth Allocation Strategy
International Equity 130/30 Fund
International Equity Fund
International Equity Index Fund
Large Cap Core Equity Fund
Large Cap Growth Stock Fund
Large Cap Quantitative Equity Fund
Large Cap Value Equity Fund
Mid-Cap Core Equity Fund
Mid-Cap Value Equity Fund
Moderate Allocation Strategy
Real Estate 130/30 Fund
Select Large Cap Growth Stock Fund
Small Cap Growth Stock Fund
Small Cap Value Equity Fund
U.S. Equity 130/30 Fund

4.75% for the following Funds:

Georgia Tax-Exempt Bond Fund
High Grade Municipal Bond Fund
High Income Fund
Intermediate Bond Fund
Investment Grade Bond Fund
Investment Grade Tax-Exempt Bond Fund
Conservative Allocation Strategy
Maryland Municipal Bond Fund

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North Carolina Tax-Exempt Bond Fund
Seix Global Strategy Fund
Seix High Yield Fund
Corporate Bond Fund
Total Return Bond Fund
U.S. Government Securities Fund
Virginia Intermediate Municipal Bond Fund

And 2.50% for the following Funds:

Limited-Term Federal Mortgage Securities Fund
Seix Floating Rate High Income Fund
Short-Term Bond Fund
Short-Term U.S. Treasury Securities Fund

of the total amount you intend to purchase. If you do not complete the total intended purchase at the end of the 13-month period, the Funds’ transfer agent will redeem the necessary portion of the escrowed shares to make up the difference between the reduced rate sales charge (based on the amount you intended to purchase) and the sales charge that would normally apply (based on the actual amount you purchased).

DETERMINATION OF NET ASSET VALUE

General Policy. Each of the Funds adheres to Section 2(a)(41), and Rules 2a-4 and 2a-7 thereunder, of the 1940 Act with respect to the valuation of portfolio securities. In general, securities for which market quotations are readily available are valued at current market value, and all other securities are valued at fair value as determined in good faith by the Trusts’ Board of Trustees. In complying with the 1940 Act, the Trust relies on guidance provided by the SEC and by the SEC staff in various interpretive letters and other guidance.

Equity Securities. Securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (except securities traded on NASDQ), including securities traded over the counter, are valued at the official closing price or the last quoted sale price on the principal exchange or market (foreign or domestic) on which they are traded on valuation date (or at approximately 4:00 p.m., Eastern Time if a security’s principal exchange is normally open at that time). If there is no official closing price and there is no such reported sale on the valuation date, the security is valued at the most recent quoted bid price, or if such prices are not available, the security will be valued at fair value as determined in good faith by the Trust’s Board of Trustees. For securities traded on NASDAQ, the NASDAQ Official Closing Price is used.

Money Market Securities and other Debt Securities. If available, Money Market Securities and other debt securities are priced based upon valuations provided by recognized independent, third-party pricing agents. Such values generally reflect the last reported sales price if the security is actively traded. The third-party pricing agents may also value debt securities by employing methodologies that utilize actual market transactions, broker-supplied valuations, or other methodologies designed to identify the market value for such securities. Such methodologies generally consider such factors as security prices, yields, maturities, call features, ratings and developments relating to specific securities in arriving at valuations. Money Market Securities and other debt securities with remaining maturities of sixty days or less may be valued at their amortized cost, which approximates market value. If such prices are not available, the security will be valued at fair value as determined in good faith by the Trust’s Board of Trustees.

The prices for foreign securities are reported in local currency and converted to U.S. dollars at the exchange rate of such currencies against the U.S. dollar, as of the close of regular trading on the NYSE (usually 4:00 p.m. Eastern Time) as provided by an independent pricing service approved by the Trust’s Board of Trustees.

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Use of Third-Party Pricing Agents. Pursuant to contracts with the Trust’s Administrator, prices for most securities held by the Funds are provided daily by third-party independent pricing agents that are approved by the Board of Trustees of the Trust. The valuations provided by third-party independent pricing agents are reviewed daily by the Administrator. If a security price cannot be obtained from an independent pricing service, the Trust’s accounting agent will seek to obtain a bid price from at least one independent broker.

Investments in other investment companies are valued at their respective daily net asset values.

Amortized Cost Method of Valuation. The amortized cost method involves valuing a security at its cost on the date of purchase and thereafter (absent unusual circumstances) assuming a constant amortization to maturity of any discount or premium, regardless of the impact of fluctuations in general market rates of interest on the value of the instrument. While this method provides certainty in valuation, it may result in periods during which a security’s value, as determined by this method, is higher or lower than the price a Fund would receive if it sold the instrument. During periods of declining interest rates, the daily yield of a Fund may tend to be higher than a like computation made by a company with identical investments utilizing a method of valuation based upon market prices and estimates of market prices for all of its portfolio securities. Thus, if the use of amortized cost by a Fund resulted in a lower aggregate portfolio value on a particular day, a prospective investor in a Fund would be able to obtain a somewhat higher yield than would result from investment in a company utilizing solely market values, and existing investors in a Fund would experience a lower yield. The converse would apply in a period of rising interest rates.

A Fund’s use of amortized cost and the maintenance of a Fund’s net asset value at $1.00 are permitted by regulations promulgated by Rule 2a-7 under the 1940 Act, provided that certain conditions are met. The regulations also require the Trustees to establish procedures which are reasonably designed to stabilize the net asset value per share at $1.00 for the Funds. Such procedures include the determination of the extent of deviation, if any, of the Funds’ current net asset value per share calculated using available market quotations from the Funds’ amortized cost price per share at such intervals as the Trustees deem appropriate and reasonable in light of market conditions and periodic reviews of the amount of the deviation and the methods used to calculate such deviation. In the event that such deviation exceeds one half of 1%, the Trustees are required to consider promptly what action, if any, should be initiated, and, if the Trustees believe that the extent of any deviation may result in material dilution or other unfair results to shareholders, the Trustees are required to take such corrective action as they deem appropriate to eliminate or reduce such dilution or unfair results to the extent reasonably practicable. Such actions may include the sale of portfolio instruments prior to maturity to realize capital gains or losses or to shorten average portfolio maturity; withholding dividends; redeeming shares in kind; or establishing a net asset value per share by using available market quotations. In addition, if the Funds incur a significant loss or liability, the Trustees have the authority to reduce pro rata the number of shares of the Funds in each shareholder’s account and to offset each shareholder’s pro rata portion of such loss or liability from the shareholder’s accrued but unpaid dividends or from future dividends while each other Fund must annually distribute at least 90% of its investment company taxable income.

TAXES

The following is a summary of certain federal income tax considerations generally affecting the Funds and their investors. No attempt is made to present a detailed explanation of the federal tax treatment of a Fund or its investors, and the discussion here and in the Trust’s prospectuses is not intended as a substitute for careful tax planning.

Federal Income Tax

This discussion of federal income tax considerations is based on the Internal Revenue Code of 1986 and the regulations issued thereunder, in effect on the date of this SAI. New legislation, as well as administrative changes or court decisions may change the conclusions expressed herein, and may have a retroactive effect with respect to the transactions contemplated herein. In order to qualify for treatment as a regulated investment company (“RIC”) under the Code, the Funds must distribute annually to its shareholders at least the sum of 90% of its net investment income excludable from gross income plus 90% of its investment company taxable income (generally, net investment income plus the excess, if any, of net short-term capital gain) (the “Distribution Requirement”) and also must meet several additional requirements. Among these requirements are the following: (i) at least 90% of a Fund’s gross income each taxable year must be derived from dividends, interest, payments with respect to securities loans, and gains from the sale or other

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disposition of stock or securities or foreign currencies, or other income derived with respect to its business of investing in such stock, securities or currencies, and net income derived from interests in qualified publicly traded partnerships, (ii) at the close of each quarter of a Fund’s taxable year, at least 50% of the value of its total assets must be represented by cash and cash items, U.S. government securities, securities of other RICs and other securities, with such other securities limited, in respect to any one issuer, to an amount that does not exceed 5% of the value of a Fund’s assets and that does not represent more than 10% of the outstanding voting securities of such issuer; and (iii) at the close of each quarter of a Fund’s taxable year, not more than 25% of the value of the Fund’s assets may be invested in securities (other than U.S. government securities or the securities of other RICs) of any one issuer, or of two or more issuers engaged in same or similar businesses if a Fund owns at least 20% of the voting power of such issuers, or of one or more qualified publicly traded partnerships, or the securities of one or more qualified publicly traded partnerships.

Notwithstanding the Distribution Requirement described above, which only requires a Fund to distribute at least 90% of its annual investment company taxable income and does not require any minimum distribution of net capital gains (the excess of net long-term capital gains over net short-term capital loss), a Fund will be subject to a nondeductible 4% excise tax to the extent it fails to distribute by the end of any calendar year 98% of its ordinary income for that year and 98% of its capital gain net income for the one-year period ending on October 31 of that year (and any retained amount from that prior calendar year on which the Fund paid no federal income tax). The Funds intend to make sufficient distributions prior to the end of each calendar year to avoid liability for the federal excise tax applicable to regulated investment companies but can make no assurances that distributions will be sufficient to avoid this tax.

If a Fund fails to maintain qualification as a RIC for a tax year, that Fund will be subject to federal income tax on its taxable income and gains at corporate rates, without any benefit for distributions paid to shareholders, and distributions to shareholders will be taxed as ordinary income to the extent of that Fund’s current and accumulated earnings and profits. In such case, the dividends received deduction generally will be available for eligible corporate shareholders (subject to certain limitations) and the lower tax rates applicable to qualified dividend income would be available to individual shareholders. The board reserves the right not to maintain qualification of a Fund as a RIC if it determines such course of action to be beneficial to shareholders.

Each Fund may invest in complex securities. These investments may be subject to numerous special and complex tax rules. These rules could affect whether gains and losses recognized by a Fund are treated as ordinary income or capital gains, accelerate the recognition of income to a Fund, and/or defer a Fund’s ability to recognize losses. In turn, these rules may affect the amount, timing or character of the income distributed to shareholders by a Fund.

With respect to investments in STRIPs, TRs, and other zero coupon securities which are sold at original issue discount and thus do not make periodic cash interest payments, a Fund will be required to include as part of its current income the imputed interest on such obligations even though the Fund has not received any interest payments on such obligations during that period. Because each Fund distributes all of its net investment income to its shareholders, a Fund may have to sell Fund securities to distribute such imputed income at a time when the Adviser would not have chosen to sell such securities and which may result in taxable gain or loss.

The Fixed Income Funds receive income generally in the form of interest derived from Fund investments. This income, less expenses incurred in the operation of a Fund, constitutes its net investment income from which dividends may be paid to shareholders. Any distributions by a Fund may be taxable to shareholders regardless of whether they are received in cash or additional shares. A Fund may derive capital gains and losses in connection with sales or other dispositions of its portfolio securities. Distributions of net short-term capital gains will be taxable to shareholders as ordinary income. In general, the Fixed Income Funds do not expect to realize net-long term capital gains because the Bond Funds and the portion of such Funds’ distributions are expected to be eligible for the corporate dividends received deduction.

The Equity Funds receive income generally in the form of dividends and interest on Fund investments. This income, less expenses incurred in the operation of a Fund, constitutes its net investment income from which dividends may be paid to you. All or a portion of the net investment income distributions may be treated as qualified dividend income (eligible for the reduced maximum rate to individuals of 15% (lower rates apply to individuals in lower tax brackets)) to the extent that a Fund receives qualified dividend income.

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Qualified dividend income is, in general, dividend income from taxable domestic corporations and certain foreign corporations (e.g., foreign corporations incorporated in a possession of the United States or in certain countries with a comprehensive tax treaty with the United States, or the stock of which is readily tradable on an established securities market in the United States). In order for some portion of the dividends received by a Fund shareholder to be qualified dividend income, a Fund must meet holding period and other requirements with respect to the dividend paying stocks in its portfolio, and the shareholder must meet holding period and other requirements with respect to a Fund’s shares. Any distributions by a Fund may be taxable to shareholders regardless of whether they are received in cash or in additional shares. The Equity Funds may derive capital gains and losses in connection with sales or other dispositions of each Fund’s portfolio securities. Distributions from net short-term capital gains will be taxable to you as ordinary income. Distributions from net long-term capital gains will be taxable to you as long-term capital gains regardless of how long you have held your shares in the fund. Currently, the maximum tax rate on long-term capital gains is 15%.

A Fund’s participation in loans of securities may affect the amount, timing and character of distributions to shareholders. If a Fund participates in a securities lending transaction, to the extent that a Fund makes a distribution of income received by the Fund in lieu of dividends (a “substitute payment”) with respect to securities on loan pursuant to such a securities lending transaction, such income will not constitute qualified dividend income and thus will not be eligible for taxation at the rates applicable to long-term capital gain. Such income will also not be qualifying dividends eligible for the dividends received deduction for corporate investors. The Funds expect to use such substitute payments, if any, to satisfy a Fund’s expenses, and therefore expect that their receipt of substitute payments, if any, will not adversely affect the percentage of distributions qualifying as qualified dividend income. Withholding taxes accrued on dividends during the period that any security was not directly held by a Fund will not qualify as a foreign tax paid by a Fund and therefore cannot be passed through to shareholders. As a general practice, the Funds will not recall securities on loan solely to receive income payments to avoid potential tax consequences as no Fund is managed in a tax sensitive style.

Absent further legislation, the maximum 15% tax rate on qualified dividend income and long-term capital gains will cease to apply to taxable years beginning after December 31, 2010.

Shareholders who have not held Fund shares for a full year should be aware that a Fund may designate and distribute, as ordinary income or capital gain, a percentage of income that is not equal to the actual amount of such income earned during the period of investment in a Fund.

Each Fund will inform you of the amount of your ordinary income dividends, qualified dividend income, and capital gain distributions shortly after the close of each calendar year.

If a Fund’s distributions exceed its taxable income and capital gains realized during a taxable year, all or a portion of the distributions made in the same taxable year may be recharacterized as a return of capital to shareholders. A return of capital distribution will generally not be taxable, but will reduce each shareholder’s cost basis in a Fund and result in higher reported capital gain or lower reported capital loss when those shares on which distribution was received are sold.

If a shareholder that is a tax-exempt investor (e.g., a pension plan, individual retirement account, 401(k), similar tax-advantaged plan, charitable organization, etc.) incurs debt to finance the acquisition of its shares, a portion of the income received by that shareholder with respect to its shares would constitute unrelated business taxable income (“UBTI”). A tax-exempt investor is generally subject to federal income tax to the extent that its UBTI for a taxable year exceeds its annual $1,000 exclusion. If a charitable remainder trust incurs any UBTI in a taxable year, all of its net income for the taxable year is subject to federal income tax.

Sale, Redemption or Exchange of Fund Shares

Sales, redemptions and exchanges of Fund shares are generally taxable transactions for federal, state and local income tax purposes.

Any gain or loss recognized on a sale or redemption of shares of a Fund by a shareholder who holds his or her shares as a capital asset will generally be treated as long-term capital gain or loss if the shares have been held for more than one year, and short-term if for a year or less. If shares held for six months or less are sold or redeemed for a loss, two

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special rules apply. First, if shares on which a net capital gain distribution has been received are subsequently sold or redeemed, and such shares have been held for six months or less, any loss recognized will be treated as long-term capital loss to the extent of the long-term capital gain distributions. Second, any loss recognized by a shareholder upon the sale or redemption of shares of a tax-exempt fund held for six months or less will be disallowed to the extent of any exempt interest dividends received by the shareholder with respect to such shares. All or a portion of any loss that you realize upon the redemption of your fund shares will be disallowed to the extent that you buy other shares in a Fund (through reinvestment of dividends or otherwise) within 30 days before or after your share redemption. Any loss disallowed under these rules will be added to your tax basis in the new shares you buy.

In certain cases, a Fund will be required to withhold, at the applicable withholding rates, an amount from any distributions and redemptions to shareholders, and to remit such amount to the Internal Revenue Service (“IRS”) if the shareholder: (1) has failed to provide a correct taxpayer identification number, (2) is subject to backup withholding by the IRS, or (3) has failed to provide the Fund with certain certifications that are required by the IRS, or (4) has failed to certify that he or she is a U.S. person (including a U.S. resident alien).

Tax-Exempt Funds

If, at the close of each quarter of its taxable year, at least 50% of the value of a Fund’s total assets consists of obligations the interest on which is excludable from gross income, such Fund may pay “exempt interest dividends,” as defined in Section 852(b)(5) of the Code, to its shareholders.

As noted in their prospectuses, the Investment Grade Tax-Exempt Bond Fund, and the State Tax-Exempt Bond Funds intend to pay exempt-interest dividends. Exempt-interest dividends are excludable from a shareholder’s gross income for regular federal income tax purposes, but may nevertheless be subject to the alternative minimum tax (the “Alternative Minimum Tax”) imposed by Section 55 of the Code. The Alternative Minimum Tax is imposed at a maximum rate of 28% in the case of non-corporate taxpayers and at the rate of 20% in the case of corporate taxpayers, to the extent it exceeds the taxpayer’s regular tax liability. The Alternative Minimum Tax may be imposed in two circumstances. First, exempt-interest dividends derived from certain “private activity bonds” issued after August 7, 1986, will generally be an item of tax preference and therefore potentially subject to the Alternative Minimum Tax for both corporate and non-corporate taxpayers. Second, in the case of exempt-interest dividends received by corporate shareholders, all exempt-interest dividends, regardless of when the bonds from which they are derived were issued or whether they are derived from private activity bonds, will be included in the corporation’s “adjusted current earnings,” as defined in Section 56(g) of the Code, in calculating the corporation’s alternative minimum taxable income for purposes of determining the Alternative Minimum Tax.

Distributions of exempt-interest dividends may result in additional federal income tax consequences to shareholders in tax-exempt funds. For example, interest on indebtedness incurred by shareholders to purchase or carry shares of a tax-exempt fund will not be deductible for federal income tax purposes to the extent that the Fund distributes exempt interest dividends during the taxable year. The deduction otherwise allowable to property and casualty insurance companies for “losses incurred” will be reduced by an amount equal to a portion of exempt-interest dividends received or accrued during any taxable year. Certain foreign corporations engaged in a trade or business in the U. S. will be subject to a “branch profits tax” on their “dividend equivalent amount” for the taxable year, which will include exempt-interest dividends. Certain Subchapter S corporations may also be subject to taxes on their “passive investment income,” which could include exempt-interest dividends. Up to 85% of the Social Security benefits or railroad retirement benefits received by an individual during any taxable year will be included in the gross income of such individual if the individual’s “modified adjusted gross income” (which includes exempt-interest dividends) plus one-half of the Social Security benefits or railroad retirement benefits received by such individual during that taxable year exceeds the base amount described in Section 86 of the Code.

A tax-exempt fund may not be an appropriate investment for persons (including corporations and other business entities) who are “substantial users” (or persons related to such users) of facilities financed by industrial development or private activity bonds. A “substantial user” is defined generally to include certain persons who regularly use in a trade or business a facility financed from the proceeds of industrial development bonds or private activity bonds. Such entities or persons should consult their tax advisor before purchasing shares of a tax-exempt fund.

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Issuers of bonds purchased by a tax-exempt fund (or the beneficiary of such bonds) may have made certain representations or covenants in connection with the issuance of such bonds to satisfy certain requirements of the Code that must be satisfied subsequent to the issuance of such bonds. Investors should be aware that exempt-interest dividends derived from such bonds may become subject to federal income taxation retroactively to the date of issuance of the bonds to which such dividends are attributable thereof if such representations are determined to have been inaccurate or if the issuer of such bonds (or the beneficiary of such bonds) fails to comply with such covenants.

The Funds will make annual reports to shareholders of the federal income tax status of all distributions.

In certain cases, a Fund will be required to withhold, at the applicable withholding rates, an amount from any distributions and redemptions to shareholders, and to remit such amount to the Internal Revenue Service (“IRS”) if the shareholder: (1) has failed to provide a correct taxpayer identification number, (2) is subject to backup withholding by the IRS, or (3) has failed to provide the Fund with certain certifications that are required by the IRS, or (4) has failed to certify that he or she is a U.S. person (including a U.S. resident alien).

State Taxes

A Fund is not liable for any income or franchise tax in Massachusetts if it qualifies as a RIC for federal income tax purposes. Distributions by the Funds to investors and the ownership of shares may be subject to state and local taxes.

Shareholders are urged to consult their tax advisors regarding state and local taxes affecting an investment in shares of a Fund.

Many states grant tax-free status to dividends paid to you from interest earned on direct obligations of the U.S. Government, subject in some states to minimum investment requirements that must be met by a Fund. Investments in Government National Mortgage Association and Fannie Mae securities, bankers’ acceptances, commercial paper and repurchase agreements collaterized by U.S. government securities do not generally qualify for tax-free treatment. The rules on exclusion of this income are different for corporations.

Foreign Taxes

Dividends and interests received by a Fund may be subject to income, withholding or other taxes imposed by foreign countries and U.S. possessions that would reduce the yield on the Fund’s stock or securities. Tax conventions between certain countries and the United States may reduce or eliminate these taxes. Foreign countries generally do not impose taxes on capital gains with respect to investments by foreign investors.

If the International Equity, International Equity Index and International Equity 130/30 Funds meet the Distribution Requirement, and if more than 50% of the value of each such Fund’s total assets at the close of their respective taxable years consist of stocks or securities of foreign corporations, each Fund will be eligible to, and intends to, file an election with the Internal Revenue Service that may enable shareholders, in effect, to receive either the benefit of a foreign tax credit, or a tax deduction, with respect to any foreign and U.S. possessions income taxes paid by the Funds, subject to certain limitations. Pursuant to the election, each Fund will treat those taxes as dividends paid to its shareholders. Each such shareholder will be required to include a proportionate share of those taxes in gross income as income received from a foreign source and must treat the amount so included as if the shareholder had paid the foreign tax directly. The shareholder may then either deduct the taxes deemed paid by him or her in computing his or her taxable income or, alternatively, use the foregoing information in calculating any foreign tax credit the shareholder may be entitled to use against such shareholder’s federal income tax. If either of the two above-mentioned Funds make the election, such Fund will report annually to its shareholders the respective amounts per share of the Fund’s income from sources within, and taxes paid to, foreign countries and U.S. possessions.

The International Equity, International Equity Index and International Equity 130/30 Funds’ transactions in foreign currencies and forward foreign currency contracts will be subject to special provisions of the Code that, among other things, may affect the character of gains and losses realized by the Funds (i.e., may affect whether gains or losses are ordinary or capital), accelerate recognition of income to the Funds and defer losses. These rules could therefore affect the character, amount and timing of distributions to shareholders. These provisions also may require the Funds to

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mark-to-market certain types of positions in their portfolios (i.e., treat them as if they were closed out) which may cause the Funds to recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the 90% and 98% distribution requirements for avoiding income and excise taxes. Each Fund intends to monitor its transactions, intends to make the appropriate tax elections, and intends to make the appropriate entries in its books and records when it acquires any foreign currency or forward foreign currency contract in order to mitigate the effect of these rules so as to prevent disqualification of the Fund as a RIC and minimize the imposition of income and excise taxes.

Excess Inclusion Income of Certain Tax-Exempt Shareholders from an Investment in the Real Estate 130/30 Fund in REITs and REMIC Residual Interests.

Certain tax-exempt shareholders in the Real Estate 130/30 Fund, including qualified pension plans, individual retirement accounts, salary deferral arrangements (401(k)s) and other tax-exempt entities, generally are exempt from federal income taxation except with respect to their unrelated business taxable income (UBTI). Under current law, the Fund serves to block UBTI from being realized by its tax-exempt shareholders. Notwithstanding the foregoing, a tax exempt shareholder could realize UBTI by virtue of its investment in the Fund if: (i) the Fund invests in a residual interest in a real estate mortgage investment conduit (REMIC) or in REITs that hold a REMIC residual interest (income that is attributable to these residual interests is referred to in the Internal Revenue Code as an “excess inclusion income”) or (ii) shares in the Fund constitute debt-financed property in the hands of the tax exempt shareholder within the meaning of Internal Revenue Code Section 514(b). In addition, if a REIT, that issues debt securities with more than one maturity, owns a “taxable mortgage pool” within the meaning of Internal Revenue Code Section 7701(i) as a portion of the REIT’s assets, or as a REIT subsidiary, then a portion of the REIT’s income may be treated as if it were an excess inclusion from a REMIC. This income generally is required to be allocated by the Fund to you in proportion to the dividends paid to you with the same tax consequences as if you received the excess inclusion income directly. If you are a tax-exempt shareholder, this excess inclusion income may have a tax consequence to you as discussed below.

Under guidance issued by the IRS, the Fund will be taxed at the highest corporate income tax rate on its excess inclusion income that is allocable to the percentage of its shares held in record name by a “disqualified organization.” Disqualified organizations generally include certain cooperatives, governmental entities and tax-exempt organizations that are exempt from tax on their unrelated business taxable income. To the extent that Fund shares owned by a disqualified organization are held in record name by a broker-dealer or other nominee, the broker-dealer or other nominee would be liable for the corporate level tax on the portion of the Fund’s excess inclusion income allocable to Fund shares held by the broker-dealer or other nominee on behalf of the disqualified organization. The Fund expects that disqualified organizations will own their shares and will not themselves be pass-through entities. Because this tax is imposed at the Fund level, all shareholders, including shareholders that are not disqualified organizations, will bear a portion of the tax cost associated with the Fund’s receipt of excess inclusion income. However, to the extent permissible under the Investment Company Act of 1940, as amended, regulated investment companies such as the Fund are permitted under Treasury Regulations to specially allocate this tax expense to the disqualified organizations to which it is attributable, without a concern that such an allocation will constitute a preferential dividend.

In addition, with respect to Fund shareholders who are not nominees, for Fund taxable years beginning on or after January 1, 2007, the Fund must report excess inclusion income to shareholders in two cases:

• If the excess inclusion income received by the Fund from all sources exceeds 1% of the Fund’s gross income, it must inform the non-nominee shareholder of the amount and character of excess inclusion income allocated to them; and

• If the Fund receives excess inclusion income from a REIT whose excess inclusion income in its most recent tax year ending not later than nine months before the first day of the Fund’s taxable year exceeded 3% of the REIT’s total dividends, the Fund must inform its non-nominee shareholders of the amount and character of the excess inclusion income allocated to them from such REIT.

Any excess inclusion income realized by the Fund and allocated to shareholders under these rules cannot be offset by net operating losses of the shareholders. If the shareholder is a tax-exempt entity and not a “disqualified organization,”

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then this income is fully taxable as unrelated business taxable income under the Internal Revenue Code. Charitable reminder trusts do not incur UBTI by receiving excess inclusion income from the Fund. If the shareholder is a non-U.S. person, such shareholder would be subject to U.S. federal income tax withholding at a rate of 30% on this income without reduction or exemption pursuant to any otherwise applicable income tax treaty. If the shareholder is a REIT, a regulated investment company, common trust fund or other pass-through entity, such shareholder’s allocable share of the Fund’s excess inclusion income would be considered excess inclusion income of such entity and such entity would be subject to tax at the highest corporate tax rate on any excess inclusion income allocated to their owners that are disqualified organizations. Accordingly, investors should be aware that a portion of the Fund’s income may be considered excess inclusion income.

Compliance with these requirements will require the Fund to obtain significant cooperation from any REITs in which it invests. There is no guarantee that the Fund will receive the information that it needs to implement these requirements and report any excess inclusion income to you on a timely basis. The Fund will use its best efforts to meet these requirements, and through the Investment Company Institute, will seek additional guidance from the IRS and the cooperation of REITs in providing excess inclusion income information on a timely basis.

Tax-exempt shareholders should talk to their tax advisors about the implications of these rules on their separate tax situations.

Non-U.S. Investors. Non-U.S. investors may be subject to U.S. withholding and estate tax, and are subject to special U.S. tax certification requirements. Non-U.S. investors should consult their tax advisors about the applicability of U.S. tax withholding and the use of appropriate forms to certify their foreign status and to claim any applicable treaty benefits to which they are entitled.

Investments in U.S. Real Property. The Real Estate 130/30 Fund may invest in equity securities of corporations that invest in U.S. real property, including REITs. The sale of a U.S. real property interest by the Fund, or by a REIT or U.S. real property holding corporation in which the Fund invests, may trigger special tax consequences to the Fund’s non-U.S. shareholders.

The Foreign Investment in Real Property Tax Act of 1980 (FIRPTA) makes non-U.S. persons subject to U.S. tax on disposition of a U.S. real property interest as if he or she were a U.S. person. Such gain is sometimes referred to as FIRPTA gain. The Code provides a look-through rule for distributions of FIRPTA gain by a RIC that is classified as a qualified investment entity. A “qualified investment entity” includes a RIC if, in general, more than 50% of the RIC’s assets consists of interests in REITs and U.S. real property holding corporations.

If the Fund is classified as a qualified investment entity and you are a non-U.S. shareholder that owns more than 5% of a class of Fund shares at any time during the one-year period ending on the date of the distribution, then Fund distributions to you are treated as gain recognized by you from the disposition of a U.S. real property interest (USRPI) to the extent that the distribution is attributable to gain from a sale or disposition of a USRPI by the Fund. This will cause any such distribution to be subject to U.S. withholding tax at a rate of 35%, and require that you file a nonresident U.S. income tax return.

In general, a USRPI includes stock in a U.S. real property holding corporation (USRPHC). A USRPHC is a U.S. corporation more than 50% of the assets of which are interests in U.S. real estate. However, if stock of a class of a USRPHC is publicly traded, stock of such class is treated as a USRPI only if the Fund owns more than 5% of such class of stock. Stock of a U.S. REIT that is a USRPHC is a USRPI if the Fund owns more than 5% of the class of REIT shares, except that if U.S. shareholders control the U.S. REIT, then shares of the REIT are not USRPIs even if the Fund owns more than 5%.

This treatment applies only if you own more than 5% of a class of Fund shares at any time during the one-year period ending on the date of the distribution. These look-through rules and the exemption from withholding for Fund shareholders owning 5% or less of a class of Fund shares sunset on December 31, 2009, except as provided in the next paragraph.

Even if you are a non-U.S. shareholder and do not own more than 5% of a class of Fund shares at any time during the one-year period ending on the date of the distribution, Fund distributions to you that are attributable to gain from

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disposition of a USRPI by the Fund will be taxable as ordinary dividends (rather than as a capital gain or short-term capital gain dividend) subject withholding at 30% or lower treaty rate) if the Fund is classified as a qualified investment entity as described above. This rule sunsets on December 31, 2009, except that distributions you receive of short- or long-term capital gains that are attributable to the sale or disposition of a U.S. real property interest by a REIT in which the Fund invests will continue to be taxable as FIRPTA gain, subject to 35% withholding and a requirement that you file a U.S. nonresident income tax return, so long as the Fund remains a qualified investment entity.

FIRPTA “Wash Sale” Rule. If a non-U.S. shareholder of the Fund, during the 30-day period preceding a Fund distribution that would have been treated as a distribution from the disposition of a U.S. real property interest, acquires an identical stock interest during the 61-day period beginning the first day of such 30-day period preceding the distribution, and does not in fact receive the distribution in a manner that subjects the non-U.S. shareholder to tax under FIRPTA, then the non-U.S. shareholder is required to pay U.S. tax on an amount equal to the amount of the distribution that was not taxed under FIRPTA as a result of the disposition. These Rules also apply to substitute dividend payments and other similar arrangements; the portion of the substitute dividend or similar payment treated as FIRPTA gain equals the portion of the RIC distribution such payment is in lieu of that otherwise would have been treated as FIRPTA gain.

Gain on Sale of Fund Shares As FIRPTA Gain. In addition, a sale or redemption of Fund shares will be FIRPTA gain only if (i) such non-U.S. shareholder owns more than 5% of a class of shares in the Fund, (ii) more than 50% of the Fund’s assets consist of (A) more than 5% interests in publicly traded companies that are U.S. real property holding companies, (B) interests in non-publicly traded companies that are U.S. real property holding companies, and (C) interests in U.S. REITs that are not controlled by U.S. shareholders where the REIT shares are either not publicly traded or are publicly traded and the Fund owns more than 5%, and (iii) non-U.S. shareholders own 50% or more of the value of the Fund shares (requirement (iii) sunsets and does not apply after December 31, 2009).

In the unlikely event a sale of Fund shares results in FIRPTA gain, the gain will be taxed as income “effectively connected with a U.S. trade or business.” As a result, the non-U.S. shareholder will be required to pay U.S. income tax on such gain and file a nonresident U.S. income tax return.

Limitations on Withholding On FIRPTA Gain For Non-U.S. Investors. While the Fund, if classified as a qualified investment entity, will make every effort to identify and pass-through any FIRPTA gain that it receives on Fund investments, and to withhold on distributions of this income paid directly to its non-U.S. shareholders, intermediaries who have assumed tax reporting responsibilities on managed or omnibus accounts may not have the capacity to identify non-U.S. shareholders who are paid distributions containing FIRPTA gain and to properly withhold federal income taxes on these distributions. Shareholders of these accounts should talk to their investment representatives about any additional tax due on FIRPTA gain.

FUND TRANSACTIONS

Brokerage Transactions. The Trust has no obligation to deal with any dealer or group of dealers in the execution of transactions in portfolio securities. Subject to policies established by the Board of Trustees, the Adviser or Subadviser is responsible for placing the orders to execute transactions for a Fund.

In placing orders, it is the policy of the Trust to seek to obtain the best net results taking into account such factors as price (including the applicable dealer spread), the size, type and difficulty of the transaction involved, the firm’s general execution and operational facilities, and the firm’s risk in positioning the securities involved. Where possible, the Adviser or the Subadviser will deal directly with the dealers who make a market in the securities involved except in those circumstances where better prices and execution are available elsewhere. Such dealers usually are acting as principal for their own account. On occasion, securities may be purchased directly from the issuer. While the Adviser or the Subadviser generally seeks reasonably competitive spreads or commissions, the Trust will not necessarily be paying the lowest spread or commission available due to reasons described herein.

The money market securities in which the Funds invest are traded primarily in the over-the-counter market. Money market and debt securities are generally traded on a net basis and do not normally involve either brokerage commissions or transfer taxes. Certain Funds may also enter into financial futures and option contracts, which normally involve brokerage commissions. The cost of executing fixed income portfolio securities transactions of the Trust will primarily consist of dealer spreads and underwriting commissions.

SAI 85

For the fiscal years ended March 31, 2110, March 31, 2009 and March 31, 2008, the Funds paid the following aggregate brokerage commissions on portfolio transactions:

	Aggregate Dollar Amount of
	Brokerage Commissions Paid ($)
Fund	2010	2009		2008
Aggressive Growth Allocation Strategy			0		198
Aggressive Growth Stock Fund			174,733		309,805
Conservative Allocation Strategy			178		0
Corporate Bond Fund			1,458		0
Emerging Growth Stock Fund			184,092		326,544
Georgia Tax-Exempt Bond Fund			0		0
Growth Allocation Strategy			0		0
High Grade Municipal Bond Fund			0		0
High Income Fund			0		0
Institutional Cash Management Money Market Fund			0		0
Institutional Municipal Cash Reserve Money Market Fund			0		0
Institutional U.S. Government Securities Money Market Fund			0		0
Institutional U.S. Treasury Securities Money Market Fund			0		0
Intermediate Bond Fund			14,067		0
International Equity 130/30 Fund			1,535,130		33,827	*
International Equity Fund			3,114,967		3,859,246
International Equity Index Fund			753,277		496,517
Investment Grade Bond Fund			6,670		0
Investment Grade Tax-Exempt Bond Fund			0		0
Large Cap Core Equity Fund			1,663,380		2,326,184
Large Cap Growth Stock Fund			651,259		1,708,240
Large Cap Quantitative Equity Fund			781,165		1,555,391
Large Cap Value Equity Fund			3,322,504		2,105,464
Limited Duration Fund			0		0
Limited-Term Federal Mortgage Securities Fund			0		0
Maryland Municipal Bond Fund			0		0
Mid-Cap Core Equity Fund			219,414		373,784

SAI 86

	Aggregate Dollar Amount of
	Brokerage Commissions Paid ($)
Fund	2010	2009		2008
Mid-Cap Value Equity Fund			1,757,702		1,272,227
Moderate Allocation Strategy			982		0
North Carolina Tax-Exempt Bond Fund			0		0
Prime Quality Money Market Fund			0		0
Real Estate 130/30 Fund			98,795		20,096	*
Seix Floating Rate High Income Fund			0		0
Seix Global Strategy Fund			0		*	*
Seix High Yield Fund			0		0
Select Large Cap Growth Stock Fund			125,553		103,577
Short-Term Bond Fund			3		136
Short-Term U.S. Treasury Securities Fund			0		0
Small Cap Growth Stock Fund			1,584,818		2,104,421
Small Cap Value Equity Fund			942,891		1,297,749
Tax-Exempt Money Market Fund			0		0
Total Return Bond Fund			10,485		0
Ultra-Short Bond Fund			0		0
U.S. Equity 130/30 Fund			48,525		18,777	*
U.S. Government Securities Fund			0		0
U.S. Government Securities Money Market Fund			0		0
U.S. Government Securities Ultra-Short Bond Fund			0		0
U.S. Treasury Money Market Fund			0		0
Virginia Intermediate Municipal Bond Fund			0		0
Virginia Tax-Free Money Market Fund			0		0

SAI 87

Brokerage Selection. The Trust does not expect to use one particular broker or dealer, and when one or more brokers is believed capable of providing the best combination of price and execution, the Funds’ Adviser or Subadviser may select a broker based upon brokerage or research services provided to the Adviser or Subadviser. The Adviser or Subadviser may pay a higher commission than otherwise obtainable from other brokers in return for such services only if a good faith determination is made that the commission is reasonable in relation to the services provided.

Section 28(e) of the 1934 Act permits the Adviser or Subadviser, under certain circumstances, to cause each Fund to pay a broker or dealer a commission for effecting a transaction in excess of the amount of commission another broker or dealer would have charged for effecting the transaction in recognition of the value of brokerage and research services provided by the broker or dealer. In addition to agency transactions, the Adviser or Subadviser may receive brokerage and research services in connection with certain riskless principal transactions, in accordance with applicable SEC guidance. Brokerage and research services include: (1) furnishing advice as to the value of securities, the advisability of investing in, purchasing or selling securities, and the availability of securities or purchasers or sellers of securities; (2) furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy, and the performance of accounts; and (3) effecting securities transactions and performing functions incidental thereto (such as clearance, settlement, and custody). In the case of research services, the Adviser or Subadviser believes that access to independent investment research is beneficial to their investment decision-making processes and, therefore, to each Fund.

To the extent research services may be a factor in selecting brokers, such services may be in written form or through direct contact with individuals and may include information as to particular companies and securities as well as market, economic, or institutional areas and information which assists in the valuation and pricing of investments. Examples of research-oriented services for which the Adviser or Subadviser might utilize Fund commissions include research reports and other information on the economy, industries, sectors, groups of securities, individual companies, statistical information, political developments, technical market action, pricing and appraisal services, credit analysis, risk measurement analysis, performance and other analysis. The Adviser or Subadviser may use research services furnished by brokers in servicing all client accounts and not all services may necessarily be used in connection with the account that paid commissions to the broker providing such services. Information so received by the Adviser or Subadviser will be in addition to and not in lieu of the services required to be performed by the Funds’ Adviser or Subadviser under the Advisory or Subadvisory Agreement. Any advisory or other fees paid to the Adviser or Subadviser are not reduced as a result of the receipt of research services.

In some cases the Adviser or Subadviser may receive a service from a broker that has both a “research” and a “non-research” use. When this occurs, the Adviser or Subadviser makes a good faith allocation, under all the circumstances, between the research and non-research uses of the service. The percentage of the service that is used for research purposes may be paid for with client commissions, while the Adviser or Subadviser will use its own funds to pay for the percentage of the service that is used for non-research purposes. In making this good faith allocation, the Adviser or Subadviser faces a potential conflict of interest, but the Adviser or Subadviser believes that its allocation procedures are reasonably designed to ensure that it appropriately allocates the anticipated use of such services to their research and non-research uses.

From time to time, the Funds may purchase new issues of securities for clients in a fixed price offering. In these situations, the seller may be a member of the selling group that will, in addition to selling securities, provide the Adviser or Subadviser with research services. FINRA has adopted rules expressly permitting these types of arrangements under certain circumstances. Generally, the seller will provide research “credits” in these situations at a rate that is higher than that which is available for typical secondary market transactions. These arrangements may not fall within the safe harbor of Section 28(e).

SAI 88

For the fiscal years ended March 31, 2010, March 31, 2009 and March 31, 2008, the Funds paid the following commissions on brokerage transactions directed to brokers pursuant to an agreement or understanding whereby the broker provides research or other brokerage services to the Adviser or Subadviser:

	Total Dollar Amount of						Total Dollar Amount of Transactions
	Brokerage Commissions for						Involving Brokerage Commissions
	Research Services ($)						For Research Services ($)
Fund	2010	2009		2008			2010	2009		2008
Aggressive Growth Stock Fund			164,360		299,120				168,967,733		368,118,249
Emerging Growth Stock Fund			172,097		319,050				117,772,648		276,916,476
International Equity Fund			3,051,186		3,833,659				2,778,498,649		3,508,350,785
International Equity Index Fund			753,323		498,729				948,101,136		486,498,523
International Equity 130/30 Fund			599,825		13,111	*			1,424,235,368		28,087,654	*
Large Cap Core Equity Fund			1,459,584		1,071,709				1,971,167,229		1,497,041,369
Large Cap Growth Stock Fund			553,233		638,357				892,280,608		1,146,120,351
Large Cap Quantitative Equity Fund			673,248		867,840				849,044,541		1,582,366,860
Large Cap Value Equity Fund			2,945,971		1,150,339				2,808,542,183		1,486,254,599
Mid-Cap Core Equity			201,994		149,481				192,558,578		221,613,616
Mid-Cap Value Equity Fund			1,550,183		672,453				1,065,611,172		808,248
Real Estate 130/30 Fund			37,048		7,840	*			71,487,146		24,144,997	*
Select Large Cap Growth Stock Fund			112,390		43,809				149,639,354		94,902,059
Small Cap Growth Stock Fund			1,231,703		932,764				1,176,981,591		1,360,762,051
Small Cap Value Equity Fund			810,645		744,327				523,716,550		675,491,068
U.S. Equity 130/30 Fund			18,197		7,042	*			42,051,313		26,694,936	*

Brokerage with Fund Affiliates. A Fund may execute brokerage or other agency transactions through registered broker-dealer affiliates of the Fund, the Adviser, the Subadviser or the Distributor for a commission in conformity with the 1940 Act, the Securities Exchange Act of 1934 (the “1934 Act”) and rules promulgated by the SEC. Under the 1940 Act, affiliated broker-dealers are permitted to receive and retain compensation for effecting portfolio transactions for the Fund if written procedures are in effect expressly permitting the affiliate to receive and retain such compensation. These rules further require that commissions paid to the affiliate by the Fund for exchange transactions not exceed “usual and customary” brokerage commissions. The rules define “usual and customary” commissions to include amounts which are “reasonable and fair compared to the commission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions involving similar securities being purchased or

SAI 89

sold on a securities exchange during a comparable period of time.” For those transactions not occurring on an exchange, the rules generally require that no more than two percent be charged if the sale is effected in connection with a secondary distribution or more than one percent of the purchase or sale price if the sale is effected otherwise. The Trustees, including those who are not “interested persons” of the Fund, as defined in the 1940 Act, have adopted procedures for evaluating the reasonableness of commissions paid to affiliates and review these procedures periodically.

For the fiscal years ended March 31, 2010, March 31, 2009 and March 31, 2008 the Funds paid the following aggregate brokerage commissions on portfolio transactions effected by affiliated brokers. All amounts shown reflect fees paid in connection with Fund repurchase agreement transactions.

							Percentage of Total
							Brokerage						Percentage of Total
	Aggregate Dollar Amount of						Commissions/Fees						Brokerage Transactions
	Brokerage Commissions/Fees						Paid to Affiliated Brokers						Effected Through Affiliated
	Paid to Affiliated Brokers ($)+						(%)++						Brokers (%)
Fund	2010	2009		2008			2010	2009		2008			2010	2009		2008
Aggressive Growth Stock Fund			0		0				0		0				0		0
Corporate Bond Fund			0		0				0		0				0		0
Emerging Growth Stock Fund			0		0				0		0				0		0
Georgia Tax-Exempt Bond Fund			0		0				0		0				0		0
High Grade Municipal Bond Fund			0		344				0		100				0		100
High Income Fund			0		865				0		100				0		100
Institutional Cash Management Money Market Fund			0		0				0		0				0		0
Institutional Municipal Cash Reserve Money Market Fund			0		0				0		0				0		0
Institutional U.S. Government Securities Money Market Fund			247,775		328,121				100		100				100		100
Institutional U.S. Treasury Securities Money Market Fund			422,687		848,773				100		100				100		100
Intermediate Bond Fund			0		0				0		0				0		0
International Equity 130/30 Fund			0		0	*			0		0	*			0		0	*
International Equity Fund			0		0				0		0				0		0
International Equity Index Fund			0		0				0		0				0		0
Investment Grade Bond Fund			0		0				0		0				0		0
Investment Grade Tax-Exempt Bond Fund			0		382				0		100				0		100
Large Cap Core Equity Fund			0		0				0		0				0		0
Large Cap Growth Stock Fund			0		0				0		0				0		0
Large Cap Quantitative Equity Fund			0		0				0		0				0		0
Large Cap Value Equity Fund			0		0				0		0				0		0
Aggressive Growth Allocation Strategy			0		0				0		0				0		0
Conservative Allocation Strategy			0		0				0		0				0		0
Growth Allocation Strategy			0		0				0		0				0		0
Moderate Allocation Strategy			0		0				0		0				0		0
Limited Duration Fund			0		0				0		0				0		0
Limited-Term Federal Mortgage Securities Fund			0		0				0		0				0		0
Maryland Municipal Bond Fund			0		0				0		0				0		0
Mid-Cap Core Equity Fund			0		0				0		0				0		0
Mid-Cap Value Equity Fund			0		0				0		0				0		0
North Carolina Tax-Exempt Bond Fund			0		0				0		0				0		0
Prime Quality Money Market Fund			41,002		129,327				100		100				100		100
Real Estate 130/30 Fund			0		0	*			0		0	*			0		0	*
Seix Floating Rate High Income Fund			0		14,589				0		100				0		100
Seix Global Strategy Fund			0		*	*			0		*	*			0		*	*
Seix High Yield Fund			0		8,300				0		100				0		100
Select Large Cap Growth Stock Fund			0		0				0		0				0		0
Short-Term Bond Fund			0		0				0		0				0		0
Short-Term U.S. Treasury Securities Fund			0		0				0		0				0		0
Small Cap Growth Stock Fund			0		0				0		0				0		0
Small Cap Value Equity Fund			0		0				0		0				0		0
Tax-Exempt Money Market Fund			0		0				0		0				0		0

SAI 90

							Percentage of Total
							Brokerage						Percentage of Total
	Aggregate Dollar Amount of						Commissions/Fees						Brokerage Transactions
	Brokerage Commissions/Fees						Paid to Affiliated Brokers						Effected Through Affiliated
	Paid to Affiliated Brokers ($)+						(%)++						Brokers (%)
Fund	2010	2009		2008			2010	2009		2008			2010	2009		2008
Total Return Bond Fund			0		0				0		0				0		0
U.S. Equity 130/30 Fund			00		0	*			0		0	*			0		0	*
U.S. Government Securities Fund			0		0				0		0				0		0
U.S. Government Securities Money Market Fund			254,919		296,508				100		100				100		100
U.S. Government Securities Ultra-Short Bond Fund			0		0				0		0				0		0
U.S. Treasury Securities Money Market Fund			231,783		387,373				100		100				100		100
Ultra-Short Bond Fund			0		0				0		0				0		0
Virginia Intermediate Municipal Bond Fund			0		0				0		0				0		0
Virginia Tax-Free Money Market Fund			0		0				0		0				0		0

+

For the fiscal year ended March 31, 2010 the Funds paid affiliated broker SunTrust Robinson Humphrey $[          ] through a reduction in the yield earned by the Funds on those repurchase agreements in aggregate.

++

For most Fixed Income Funds, transactions in repurchase agreements, which are generally traded through an affiliated broker-dealer, are the only transactions that result in the payment of fees. Therefore, it might appear, based on the percentage of commissions/fees paid, that all of the Fixed Income Funds’ portfolio transactions are made through affiliated broker-dealers. However, transactions in repurchase agreements make up only a small part of a Fixed Income Fund’s portfolio transactions.

SAI 91

PORTFOLIO TURNOVER RATE

Portfolio turnover rate is defined under SEC rules as the value of the securities purchased or securities sold, excluding all securities whose maturities at the time of acquisition were one-year or less, divided by the average monthly value of such securities owned during the year. Based on this definition, instruments with remaining maturities of less than one-year are excluded from the calculation of the portfolio turnover rate. Instruments excluded from the calculation of portfolio turnover generally would include the futures contracts and option contracts in which the Funds invest since such contracts generally have remaining maturities of less than one-year. The Funds may at times hold investments in other short-term instruments such as money market instruments and repurchase agreements, which are excluded for purposes of computing portfolio turnover. Each Fund’s portfolio turnover rate for the fiscal years ended March 31, 2009 and 2010 is shown in the table below. Variations in turnover rate may be due to market conditions, fluctuating volume of shareholder purchases and redemptions or changes in the Adviser’s investment outlook.

	Turnover Rate (%)
Fund	2010	2009
Aggressive Growth Allocation Strategy			25
Aggressive Growth Stock Fund			27
Conservative Allocation Strategy			48
Corporate Bond Fund 1			357
Emerging Growth Stock Fund			71
Georgia Tax-Exempt Bond Fund			63
Growth Allocation Strategy			28
High Grade Municipal Bond Fund			209
High Income Fund			368
Intermediate Bond Fund			217
International Equity 130/30 Fund2			491
International Equity Fund			193
International Equity Index Fund			47
Investment Grade Bond Fund			208
Investment Grade Tax-Exempt Bond Fund			221
Large Cap Core Equity Fund			89
Large Cap Growth Stock Fund			85
Large Cap Quantitative Equity Fund3			500
Large Cap Value Equity Fund			114
Limited Duration Fund4			44
Limited-Term Federal Mortgage Securities Fund5			337
Maryland Municipal Bond Fund			26

SAI 92

	Turnover Rate (%)
Fund	2010	2009
Mid-Cap Core Equity Fund			52
Mid-Cap Value Equity Fund			213
Moderate Allocation Strategy			31
North Carolina Tax-Exempt Bond Fund			74
Real Estate 130/30 Fund2			404
Seix Floating Rate High Income Fund6			226
Seix Global Strategy Fund			741
Seix High Yield Fund			114
Select Large Cap Growth Stock Fund			65
Short-Term Bond Fund			122
Short-Term U.S. Treasury Securities Fund7			144
Small Cap Growth Stock Fund			157
Small Cap Value Equity Fund			71
Total Return Bond Fund			199
U.S. Equity 130/30 Fund2			312
U.S. Government Securities Fund			130
U.S. Government Securities Ultra-Short Bond			92
Ultra-Short Bond Fund			88
Virginia Intermediate Municipal Bond Fund			20

PORTFOLIO HOLDINGS

The Board of Trustees has approved a policy and procedures that govern the timing and circumstances regarding the disclosure of Fund portfolio holdings information to shareholders and third parties. These policies and procedures are designed to ensure that disclosure of information regarding the Funds’ portfolio securities is in the best interests of Fund shareholders, and include procedures to address conflicts between the interests of the Funds’ shareholders, on the one hand, and those of the Funds’ investment adviser, principal underwriter or any affiliated person of the Funds, its investment adviser, or its principal underwriter, on the other. Pursuant to such procedures, the Board has authorized the Adviser’s Chief Compliance Officer (the “CCO”) to authorize the release of the Funds’ portfolio holdings, as necessary, in conformity with the foregoing principles and as further described below.

Pursuant to applicable law, each Fund is required to disclose its complete portfolio holdings quarterly, within 60 days of the end of each fiscal quarter (currently, each March 31, June 30, September 30, and December 31). Each Fund discloses a complete schedule of investments in each Semi-Annual Report and Annual Report to Fund shareholders or, following the first and third fiscal quarters, in quarterly holdings reports filed with the SEC on Form N-Q. Semi-Annual and Annual Reports are distributed to Fund shareholders. Quarterly holdings reports filed with the SEC on Form N-Q

SAI 93

are not distributed to Fund shareholders, but are available, free of charge, on the EDGAR database on the SEC’s website at www.sec.gov and may be reviewed and copied at the SEC’s public reference room. Information on the operation and terms of usage of the SEC public reference room is available at http://www.sec.gov/info/edgar/prrrules.htm or by calling 1-800-SEC-0330. The Funds’ Annual Reports and Semi-Annual Reports are available, free of charge, on the Trust’s website at www.ridgeworthfunds.com.

The Trust’s website will provide complete portfolio holdings for each Fund on the 15^th day of each month (or on the next business day should the 15^th be other than a business day) as of the end of the most recent month. Information will remain available until updated.

Portfolio holdings for previous month-ends are available for each series of the Trust. To request this historical information without charge, call 1-888-784-3863, or write to the Trust at RidgeWorth Funds, c/o Citi Fund Services, Ohio, Inc., 3435 Stelzer Road, Columbus, Ohio 43219.

In addition to information provided to shareholders and the general public, from time to time rating and ranking organizations, such as S&P and Morningstar, Inc., may request complete portfolio holdings information in connection with rating the Funds. In most cases, portfolio holdings information is provided to ratings agencies by the Trust’s Administrator, Citi Fund Services, Ohio, Inc. Institutional investors, financial planners, pension plan sponsors and/or their consultants may request a complete list of portfolio holdings in order to assess the risks of a Fund’s portfolio along with related performance attribution statistics. The Trust believes that these third parties, which include affiliated persons, have legitimate objectives in requesting such portfolio holdings information. The Trust may also disclose the portfolio holdings to broker-dealers in order to allow the Funds to potentially sell portfolio securities. The Trust’s policies and procedures provide that the Adviser’s CCO may authorize disclosure of portfolio holdings information to such parties at differing times and/or with different lag times to such third parties provided that the recipient is by contractual agreement (i) required to maintain the confidentiality of the information and (ii) prohibited from using the information to facilitate or assist in any securities transactions.

The Trust requires any third party receiving non-public holdings information to enter into a confidentiality agreement with the Adviser. The confidentiality agreement provides, among other things, that non-public portfolio holdings information will be kept secret and confidential and that such information will be used solely for the purpose of analysis and evaluation of the Funds. Specifically, the confidentiality agreement prohibits anyone in possession of non-public portfolio holdings information from purchasing or selling securities for their own benefit based on such information, or from disclosing such information to other persons, except for those who are actually engaged in, and need to know, such information to perform the analysis or evaluation of the Funds.

Currently, the Trust has an arrangement to provide disclosure of portfolio holdings on a weekly basis with a week lag time to S&P. Similarly, the Trust has an arrangement to provide disclosure of portfolio holdings on a monthly basis with a minimum 7 business day lag to Moody’s. In addition, the Trust has arrangements to provide disclosure of portfolio holdings on a periodic basis with no lag time to SunTrust Personal Asset Management and SunTrust Wealth and Investment Management These entities are institutional investors affiliated with the Adviser who request portfolio holdings information to perform due diligence relating to their investments in the Funds.

In addition, the Trust’s service providers, such as the custodian, securities lending agent, prime broker, administrator and transfer agent, may receive portfolio holdings information in connection with their services to the Funds. Financial printers, proxy voting service providers and pricing vendors may receive portfolio holdings information, as necessary, in connection with their services to the Funds. The Funds operations are dependent on the services performed by these service providers. Persons employed by these service providers are not required to sign and return a confidentiality agreement, if in the course of normal business the holdings information of the Funds is disclosed, based on the assumption that such persons generally are bound by confidentiality under their respective service agreements. Likewise, certain “temporary insiders,” such as legal counsel and accountants, will not be asked to

SAI 94

sign a confidentiality agreement, based on the assumption that they are subject to professional duties of confidentiality.

No compensation or other consideration is paid to or received by any party in connection with the disclosure of portfolio holdings information, including the Funds, the Adviser and its affiliates or recipient of the Funds’ portfolio holdings information.

DESCRIPTION OF SHARES

The Declaration of Trust authorizes the issuance of an unlimited number of shares of the Funds each of which represents an equal proportionate interest in that Fund with each other share. Shares are entitled upon liquidation to a pro rata share in the net assets of the Funds. Shareholders have no preemptive rights. The Declaration of Trust provides that the Trustees of the Trust may create additional series of shares. All consideration received by the Trust for shares of any additional series and all assets in which such consideration is invested would belong to that series and would be subject to the liabilities related thereto. Share certificates representing shares will not be issued.

VOTING RIGHTS

Each share held entitles the shareholder of record to one vote for each dollar invested. In other words, each shareholder of record is entitled to one vote for each full share held on the record date for any shareholder meeting. Each Fund will vote separately on matters relating solely to it. As a Massachusetts business trust, the Trust is not required, and does not intend, to hold annual meetings of shareholders. Shareholder approval will be sought, however, for certain changes in the operation of the Trust and for the election of Trustees under certain circumstances. Under the Declaration of Trust, the Trustees have the power to liquidate one or more Funds without shareholder approval. While the Trustees have no present intention of exercising this power, they may do so if a Fund fails to reach or maintain a viable size or for some other extraordinary reason.

In addition, a Trustee may be removed by the remaining Trustees or by shareholders at a special meeting called upon written request of shareholders owning at least 10% of the outstanding shares of the Trust. In the event that such a meeting is requested, the Trust will provide appropriate assistance and information to the shareholders requesting the meeting.

SHAREHOLDER LIABILITY

The Trust is an entity of the type commonly known as a “Massachusetts business trust.” Under Massachusetts law, shareholders of such a trust could, under certain circumstances, be held personally liable as partners for the obligations of the trust. Even if, however, the Trust were held to be a partnership, the possibility of the shareholders’ incurring financial loss for that reason appears remote because the Trust’s Declaration of Trust contains an express disclaimer of shareholder liability for obligations of the Trust and requires that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by or on behalf of the Trust or the Trustees, and because the Declaration of Trust provides for indemnification out of the Trust property for any investor held personally liable for the obligations of the Trust.

LIMITATION OF TRUSTEES’ LIABILITY

The Declaration of Trust provides that a Trustee shall be liable only for his own willful defaults and, if reasonable care has been exercised in the selection of officers, agents, employees or investment advisers, shall not be liable for any neglect or wrongdoing of any such person. The Declaration of Trust also provides that the Trust will indemnify its Trustees and officers against liabilities and expenses incurred in connection with actual or threatened litigation in which they may be involved because of their offices with the Trust unless it is determined in the manner provided in the Declaration of Trust that they have not acted in good faith in the reasonable belief that their actions were in the

SAI 95

best interests of the Trust. However, nothing in the Declaration of Trust shall protect or indemnify a Trustee against any liability for his willful misfeasance, bad faith, gross negligence or reckless disregard of his duties. Nothing contained in this section attempts to disclaim a Trustee’s individual liability in any manner inconsistent with the federal securities laws.

CODES OF ETHICS

The Board of the Trust has adopted a Code of Ethics pursuant to Rule 17j-1 under the 1940 Act. In addition, the Adviser, the Subadvisers and the Distributor have adopted Codes of Ethics pursuant to Rule 17j-1. These Codes of Ethics apply to the personal investing activities of trustees, officers and certain employees (“access persons”). Rule 17j-1 and the Codes of Ethics are designed to prevent unlawful practices in connection with the purchase or sale of securities by access persons. The Code of Ethics adopted by each of these entities governs the manner and extent to which certain persons associated with that entity may invest in securities for their own accounts, including securities that may be purchased or held by the Trust. Under each Code of Ethics, access persons are permitted to engage in personal securities transactions, but are required to report their personal securities transactions for monitoring purposes. In addition, certain access persons of the Adviser and the Subadvisers are generally prohibited from acquiring beneficial ownership of securities offered in connection with initial public offerings. Certain access persons of the Adviser and Subadvisers are required to obtain approval before investing in limited offerings. Copies of these Codes of Ethics are on file with the SEC and are available to the public.

PROXY VOTING

The Board has delegated the responsibility for decisions regarding proxy voting for securities held by the Funds to the Adviser. The Adviser will vote such proxies in accordance with its proxy policies and procedures, summaries of which are included in Appendix B to this SAI.

Information regarding how the Funds’ voted proxies during the most recent twelve-month period ended June 30 has been filed with the SEC on Form N-PX. The Funds’ proxy voting record, along with the Funds’ full proxy voting policies and procedures, is available on the Funds’ website at www.ridgeworthfunds.com, , without charge upon request by calling 1-888-784-3863, or by writing to the Funds at RidgeWorth Funds, c/o Citi Fund Services Ohio, Inc., 3435 Stelzer Road, Columbus, Ohio 43219. The Funds’ proxy voting record is also available on the SEC’s website at www.sec.gov.

5% AND 25% SHAREHOLDERS

As of June 30, 2010, the following persons were the only persons who were record owners (or to the knowledge of the Trust, beneficial owners) of 5% or more of the shares of the respective Funds. Persons who owned of record or beneficially more than 25% of a Fund’s outstanding shares may be deemed to control the Fund within the meaning of the 1940 Act. The nature of ownership for each position listed is “Record” unless otherwise indicated. The Trust believes that most of the shares of the Funds were held for the record owner’s fiduciary, agency or custodial customers.

	PERCENT OF
NAME AND ADDRESS OF OWNER	CLASS OWNED

[TO BE FILED BY AMENDMENT]

FINANCIAL STATEMENTS

The financial statements for the Trust’s fiscal year ended March 31, 2010 including notes thereto and the reports of PricewaterhouseCoopers LLP thereon, are incorporated into this Statement of Additional Information by reference from the 2010 Annual Report to Shareholders. Copies of the 2010 Annual Report will be provided without charge to each person receiving this Statement of Additional Information.

SAI 96

APPENDIX A

A-1

INVESTMENT RATINGS

STANDARD & POOR’S (S&P) SHORT-TERM MUNICIPAL OBLIGATION RATINGS

An S&P note rating reflects the liquidity concerns and market access risks unique to notes.

SP-1—Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus sign (+) designation.

SP-2—Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.

S&P VARIABLE RATE DEMAND NOTES (VRDNs) AND TENDER OPTION BONDS (TOBs) RATINGS

S&P assigns “dual” ratings to all long-term debt issues that have as part of their provisions a demand feature. The first rating addresses the likelihood of repayment of principal and interest as due, and the second rating addresses only the demand feature. The long-term debt rating symbols are used for bonds to denote the long-term maturity and the commercial paper rating symbols are usually used to denote the put (demand) options (i.e., AAA/A-1+). Normally demand notes receive note-rating symbols combined with commercial paper symbols (i.e., SP-1+/A-1+).

S&P COMMERCIAL PAPER (CP) RATINGS

An S&P commercial paper rating is a current assessment of the likelihood of timely payment of debt having an original maturity of no more than 365 days.

A-1—A Short-term obligation rated ‘A-1’ is rated in the highest category by Standard & Poor’s. The obligor’s capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong.

A-2—A Short-term obligation rated ‘A-2’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitment on the obligation is satisfactory.

S&P LONG-TERM DEBT RATINGS

AAA—Highest credit quality. ‘AAA’ ratings denote the lowest expectation of credit risk. They are assigned only in case of exceptionally strong capacity for timely payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.

AA—Very high credit quality. ‘AA’ ratings denote a very low expectation of credit risk. They indicate very strong capacity for timely payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.

A—High credit quality. ‘A’ ratings denote a low expectation of credit risk. The capacity for timely payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions than is the case for higher ratings.

BBB—Good credit quality. ‘BBB’ ratings indicate that there is currently a low expectation of credit risk. The capacity for timely payment of financial commitments is considered adequate, but adverse changes in circumstances and in economic conditions are more likely to impair this capacity. This is the lowest investment-grade category.

A-2

BB—Speculative. ‘BB’ ratings indicate that there is a possibility of credit risk developing, particularly as the result of adverse economic change over time; however, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment-grade.

B—Highly speculative. ‘B’ ratings indicate that significant credit risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is contingent upon a sustained, favorable business and economic environment.

CCC, CC, C—High default risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic developments. A ‘CC’ rating indicates that default of some kind appears probable. ‘C’ ratings signal imminent default.

D—In payment default. The ‘D’ rating category is used when payments on a financial commitment are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor’s believes that such payments will be made during such grace period. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on a financial commitment are jeopardized.

MOODY’S INVESTORS SERVICE (MOODY’S) SHORT-TERM MUNICIPAL OBLIGATION RATINGS

Moody’s short-term ratings are designated Moody’s Investment Grade (MIG or VMIG). (See below.) The purpose of the MIG or VMIG ratings is to provide investors with a simple system by which the relative investment qualities of short-term obligations may be evaluated.

MIG1—This designation denotes best quality. There is present strong protection by established cash flows, superior liquidity support or demonstrated broad based access to the market for refinancing.

MIG2—This designation denotes high quality. Margins of protection are ample although not so large as in the preceding group.

MOODY’S VARIABLE RATE DEMAND NOTES (VRDNs) AND TENDER OPTION BONDS (TOBs) RATINGS

Short-term ratings on issues with demand features are differentiated by the use of the VMIG symbol to reflect such characteristics as payment upon periodic demand rather than fixed maturity dates and payment relying on external liquidity. In this case, two ratings are usually assigned, (for example, Aaa/VMIG-1); the first representing an evaluation of the degree of risk associated with scheduled principal and interest payments, and the second representing an evaluation of the degree of risk associated with the demand feature. The VMIG rating can be assigned a 1 or 2 designation using the same definitions described above for the MIG rating.

MOODY’S COMMERCIAL PAPER (CP) RATINGS

Prime-1—Issuers rated Prime-1 (or supporting institutions) have a superior ability for repayment of senior short-term debt obligations.

Prime-1 repayment ability will often be evidenced by many of the following characteristics: leading market positions in well established industries, high rates of return on funds employed, conservative capitalization structure with moderate reliance on debt and ample asset protection, broad margins in earning coverage of fixed financial charges and high internal cash generation, and well-established access to a range of financial markets and assured sources of alternate liquidity.

Prime-2—Issuers rated Prime-2 (or supporting institutions) have a strong ability for repayment of senior short-term debt obligations. This will normally be evidenced by many of the characteristics cited above, but to a lesser degree. Earnings trends and coverage ratios, while sound, will be more subject to variation.

A-3

Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained.

MOODY’S LONG-TERM DEBT RATINGS

Aaa—Bonds and preferred stock which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as “gilt edged.” Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.

Aa—Bonds and preferred stock which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high-grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risk appear somewhat larger than the Aaa securities.

A—Bonds and preferred stock which are rated A possess many favorable investment attributes and are to be considered as upper medium-grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment sometime in the future.

Baa—Bonds and preferred stock which are rated Baa are considered as medium-grade obligations (i.e., they are neither highly protected nor poorly secured). Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.

Ba—Bonds and preferred stock which are rated Ba are judged to have speculative elements; their future cannot be considered as well-assured. Often the protection of interest and principal payments may be very moderate, and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class.

B—Bonds and preferred stock which are rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.

Caa—Bonds and preferred stock which are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest.

Ca—Bonds and preferred stock which are rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.

C—Bonds and preferred stock which are rated C are the lowest rated class of bonds and are typically in default, with little prospect for recovery of principal or interest.

NR—Indicates that both the bonds and the obligor or credit enhancer are not currently rated by S&P or Moody’s with respect to short-term indebtedness. However, management considers them to be of comparable quality to securities rated A-1 or P-1.

NR(1)—The underlying issuer/obligor/guarantor has other outstanding debt rated AAA by S&P or Aaa by Moody’s.

A-4

NR(2)—The underlying issuer/obligor/guarantor has other outstanding debt rated AA by S&P or Aa by Moody’s.

NR(3)—The underlying issuer/obligor/guarantor has other outstanding debt rated A by S&P or Moody’s.

FITCH RATINGS SHORT-TERM DEBT RATING DEFINITIONS

F-1—Indicates the strongest capacity for timely payment of financial commitments relative to other issuers or issues in the same country. Under their national rating scale, this rating is assigned to the “best” credit risk relative to all others in the same country and is normally assigned to all financial commitments issued or guaranteed by the sovereign state. Where the credit risk is particularly strong, a “+” is added to the assigned rating.

F-2—Indicates a satisfactory capacity for timely payment of financial commitments relative to other issuers or issues in the same country. However, the margin of safety is not as great as in the case of the higher ratings.

F-3—Indicates an adequate capacity for timely payment of financial commitments relative to other issuers or issues in the same country. However, such capacity is more susceptible to near-term adverse changes than for financial commitments in higher rated categories.

FITCH RATINGS COMMERCIAL PAPER RATING DEFINITIONS

F-1—Indicates the strongest capacity for timely payment of financial commitments relative to other issuers or issues in the same country. Under their national rating scale, this rating is assigned to the “best” credit risk relative to all others in the same country and is normally assigned to all financial commitments issued or guaranteed by the sovereign state. Where the credit risk is particularly strong, a “+” is added to the assigned rating.

F-2—Indicates a satisfactory capacity for timely payment of financial commitments relative to other issuers or issues in the same country. However, the margin of safety is not as great as in the case of the higher ratings.

FITCH RATINGS LONG-TERM DEBT RATING DEFINITIONS

AAA—Highest credit quality. ‘AAA’ ratings denote the lowest expectation of credit risk. They are assigned only in case of exceptionally strong capacity for timely payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.

AA—Very high credit quality. ‘AA’ ratings denote a very low expectation of credit risk. They indicate very strong capacity for timely payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.

A—High credit quality. ‘A’ ratings denote a low expectation of credit risk. The capacity for timely payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions than is the case for higher ratings.

BBB—Good credit quality. ‘BBB’ ratings indicate that there is currently a low expectation of credit risk. The capacity for timely payment of financial commitments is considered adequate, but adverse changes in circumstances and in economic conditions are more likely to impair this capacity. This is the lowest investment-grade category.

BB—Speculative. ‘BB’ ratings indicate that there is a possibility of credit risk developing, particularly as the result of adverse economic change over time; however, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment-grade.

A-5

B—Highly Speculative. ‘B’ ratings indicate that significant credit risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is contingent upon a sustained, favorable business and economic environment.

DBRS SHORT-TERM DEBT AND COMMERCIAL PAPER RATING DEFINITIONS

As is the case with all Dominion Bond Rating Service (“DBRS”) rating scales, commercial paper ratings are meant to give an indication of the risk that the borrower will not fulfill its obligations in a timely manner.

R-1 (high) Short-term debt rated “R-1 (high)” is of the highest credit quality, and indicates an entity which possesses unquestioned ability to repay current liabilities as they fall due. Entities rated in this category normally maintain strong liquidity positions, conservative debt levels and profitability which is both stable and above average. Companies achieving an “R-1 (high)” rating are normally leaders in structurally sound industry segments with proven track records, sustainable positive future results and no substantial qualifying negative factors. Given the extremely tough definition which DBRS has established for an “R-1 (high),” few entities are strong enough to achieve this rating.

R-1 (middle) Short-term debt rated “R-1 (middle)” is of superior credit quality and, in most cases, ratings in this category differ from “R-1 (high)” credits to only a small degree. Given the extremely tough definition which DBRS has for the “R-1 (high)” category (which few companies are able to achieve), entities rated “R-1 (middle)” are also considered strong credits which typically exemplify above average strength in key areas of consideration for debt protection.

R-1 (low) Short-term debt rated “R-1 (low)” is of satisfactory credit quality. The overall strength and outlook for key liquidity, debt and profitability ratios is not normally as favorable as with higher rating categories, but these considerations are still respectable. Any qualifying negative factors which exist are considered manageable, and the entity is normally of sufficient size to have some influence in its industry.

R-2 (high), R-2 (middle), R-2 (low) Short-term debt rated “R-2” is of adequate credit quality and within the three subset grades, debt protection ranges from having reasonable ability for timely repayment to a level which is considered only just adequate. The liquidity and debt ratios of entities in the “R-2” classification are not as strong as those in the “R-1” category, and the past and future trend may suggest some risk of maintaining the strength of key ratios in these areas. Alternative sources of liquidity support are considered satisfactory; however, even the strongest liquidity support will not improve the commercial paper rating of the issuer. The size of the entity may restrict its flexibility, and its relative position in the industry is not typically as strong as an “R-1 credit”. Profitability trends, past and future, may be less favorable, earnings not as stable, and there are often negative qualifying factors present which could also make the entity more vulnerable to adverse changes in financial and economic conditions.

DBRS LONG-TERM DEBT RATING DEFINITIONS

As is the case with all DBRS rating scales, long-term debt ratings are meant to give an indication of the risk that the borrower will not fulfill its full obligations in a timely manner with respect to both interest and principal commitments.

“AAA” Bonds rated “AAA” are of the highest credit quality, with exceptionally strong protection for the timely repayment of principal and interest. Earnings are considered stable, the structure of the industry in which the entity operates is strong, and the outlook for future profitability is favorable. There are few qualifying factors present which would detract from the performance of the entity, the strength of liquidity and coverage ratios is unquestioned and the entity has established a creditable track record of superior performance. Given the extremely tough definition which DBRS has established for this category, few entities are able to achieve a AAA rating.

A-6

“AA” Bonds rated “AA” are of superior credit quality, and protection of interest and principal is considered high. In many cases, they differ from bonds rated AAA only to a small degree. Given the extremely tough definition which DBRS has for the AAA category (which few companies are able to achieve), entities rated AA are also considered to be strong credits which typically exemplify above average strength in key areas of consideration and are unlikely to be significantly affected by reasonably foreseeable events.

“A” Bonds rated “A” are of satisfactory credit quality. Protection of interest and principal is still substantial, but the degree of strength is less than with AA rated entities. While a respectable rating, entities in the “A” category are considered to be more susceptible to adverse economic conditions and have greater cyclical tendencies than higher rated companies.

“BBB” Bonds rated “BBB” are of adequate credit quality, with acceptable protection of principal and interest; Issuers in this category are fairly susceptible to adverse changes in financial and economic conditions.

“BB” Bonds rated “BBB” are of speculative credit quality, with uncertain protection of principal and interest, particularly during periods of economic recession.

“B” Bonds rated “B” are of highly speculative credit quality, with a reasonably high level of uncertainty as to the ability of the issuers to pay principal and interest on a continuing basis in the future, especially in periods of economic recession or industry adversity.

“CCC, CC, C” Bonds rated “CCC, CC, or C” are of very highly speculative credit quality, with principal and interest being in danger of default. In practice, there is little difference between the categories.

“D” For bonds rated “D,” the issuer has either not met a scheduled payment of principal or interest or interest issuer has made it clear that it will miss such a payment in the near future.

“High” or “low” grades are used to indicate the relative standing of a credit within a particular rating category. The lack of one of these designations indicates a rating which is essentially in the middle of the category. Note that “high” and “low” grades are not used for the AAA category.

A.M. BEST SHORT-TERM DEBT RATINGS

An A.M. Best Short-Term Debt Rating (issue credit rating) is an opinion as to the issuer’s ability to meet its obligations having maturities generally less than one year, such as commercial paper.

AMB-1+—Strongest. Assigned to issues where the issuer has, in A.M. Best’s opinion, the strongest ability to repay short-term debt obligations.

AMB-1—Outstanding. Assigned to issues where the issuer has, in A.M. Best’s opinion, an outstanding ability to repay short-term debt obligations.

AMB-2—Satisfactory. Assigned to issues where the issuer has, in A.M. Best’s opinion, a satisfactory ability to repay short-term debt obligations.

AMB-3—Adequate. Assigned to issues where the issuer has, in A.M. Best’s opinion, an adequate ability to repay short-term debt obligations; however, adverse economic conditions will likely lead to a reduced capacity to meet its financial commitments on short-term debt obligations.

A.M. BEST LONG-TERM DEBT RATINGS

An A.M. Best Long-Term Debt Rating (issue credit rating) is an opinion as to the issuer’s ability to meet its financial obligations to security holders when due. These ratings are assigned to debt and preferred stock issues.

A-7

aaa—Exceptional. Assigned to issues where the issuer has, in A.M. Best’s opinion, an exceptional ability to meet the terms of the obligation.

aa—Very Strong. Assigned to issues where the issuer has, in A.M. Best’s opinion, a very strong ability to meet the terms of the obligation.

a—Strong. Assigned to issues where the issuer has, in A.M. Best’s opinion, a strong ability to meet the terms of the obligation.

bbb—Adequate. Assigned to issues where the issuer has, in A.M. Best’s opinion, an adequate ability to meet the terms of the obligation; however, is more susceptible to changes in economic or other conditions.

bb —Speculative. Assigned to issues where the issuer has, in A.M. Best’s opinion, speculative credit characteristics, generally due to a moderate margin of principal and interest payment protection and vulnerability to economic changes.

b—Very Speculative. Assigned to issues where the issuer has, in A.M. Best’s opinion, very speculative credit characteristics, generally due to a modest margin of principal and interest payment protection and extreme vulnerability to economic changes.

ccc,cc, c— Extremely Speculative. Assigned to issues where the issuer has, in A.M. Best’s opinion, extremely speculative credit characteristics, generally due to a minimal margin of principal and interest payment protection and/or limited ability to withstand adverse changes in economic or other conditions.

d—In Default. In default on payment of principal, interest or other terms and conditions. The rating also is utilized when a bankruptcy petition, or similar action, has been filed.

Ratings from “aa” to “ccc” may be enhanced with a “+” (plus) or “-” (minus) to indicate whether credit quality is near the top or bottom of a category. A company’s Long-Term Credit Rating also may be assigned an Under Review modifier(“u”) that generally is event-driven (positive, negative or developing) and indicates that the company’s A.M. Best Rating opinion is under review and may be subject to near-term change. Ratings prefixed with an (“i”) denote indicative ratings. Ratings may also be assigned a Public Data modifier (“pd”) which indicates that a company does not subscribe to A.M. Best’s interactive rating process.

A.M. BEST RATING OUTLOOK

A.M. Best Credit Ratings (aaa to c) are assigned a Rating Outlook that indicates the potential direction of a company’s rating for an intermediate period, generally defined as the next 12 to 36 months. Public Data Ratings are not assigned an Outlook. Ratings Outlooks are as follows:

Positive—Indicates a company’s financial/market trends are favorable, relative to its current rating level, and if continued, the company has a good possibility of having its rating upgraded.

Negative—Indicates a company is experiencing unfavorable financial/market trends, relative to its current rating level, and if continued, the company has a good possibility of having its rating downgraded.

Stable—Indicates a company is experiencing stable financial/market trends and that there is a low likelihood that its rating will change in the near term.

A-8

APPENDIX B

UPDATED PROXY POLICIES TO BE PROVIDED

B-1

APPENIX C

C-1

THIS FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI INC. (“MSCI”), ANY OF ITS AFFILIATES, ANY OF ITS INFORMATION PROVIDERS OR ANY OTHER THIRD PARTY INVOLVED IN, OR RELATED TO, COMPILING, COMPUTING OR CREATING ANY MSCI INDEX (COLLECTIVELY, THE “MSCI PARTIES”). THE MSCI INDEXES ARE THE EXCLUSIVE PROPERTY OF MSCI. MSCI AND THE MSCI INDEX NAMES ARE SERVICE MARK(S) OF MSCI OR ITS AFFILIATES AND HAVE BEEN LICENSED FOR USE FOR CERTAIN PURPOSES BY [LICENSEE]. NONE OF THE MSCI PARTIES MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE ISSUER OR OWNERS OF THIS FUND OR ANY OTHER PERSON OR ENTITY REGARDING THE ADVISBILITY OF INVESTING IN FUNDS GENERALLY OR IN THIS FUND PARTICULARLY OR THE ABILITY OF ANY MSCI INDEX TO TRACK CORRESPONDING STOCK MARKET PERFORMANCE. MSCI OR ITS AFFILIATES ARE THE LICENSORS OF CERTAIN TRADEMARKS, SERVICE MARKS AND TRADE NAMES AND OF THE MSCI INDEXES WHICH ARE DETERMINED, COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THIS FUND OR THE ISSUER OR OWNERS OF THIS FUND OR ANY OTHER PERSON OR ENTITY. NONE OF THE MSCI PARTIES HAS ANY OBLIGATION TO TAKE THE NEEDS OF THE ISSUER OR OWNERS OF THIS FUND OR ANY OTHER PERSON OR ENTITY INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE MSCI INDEXES. NONE OF THE MSCI PARTIES IS RESPONSIBLE FOR OR HAS PARTICIPATED IN THE DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THIS FUND TO BE ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY OR THE CONSIDERATION INTO WHICH THIS FUND IS REDEEMABLE. FURTHER, NONE OF THE MSCI PARTIES HAS ANY OBLIGATION OR LIABILITY TO THE ISSUER OR OWNERS OF THIS FUND OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR OFFERING OF THIS FUND.

ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE MSCI INDEXES FROM SOURCES THAT MSCI CONSIDERS RELIABLE, NONE OF THE MSCI PARTIES WARRANTS OR GUARANTEES THE ORIGINALITY, ACCURACY AND/OR THE COMPLETENESS OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. NONE OF THE MSCI PARTIES MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ISSUER OF THE FUND, OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. NONE OF THE MSCI PARTIES SHALL HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS OF OR IN CONNECTION WITH ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. FURTHER, NONE OF THE MSCI PARTIES MAKES ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, AND THE MSCI PARTIES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO EACH MSCI INDEX AND ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL ANY OF THE MSCI PARTIES HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

C-2

PART C: OTHER INFORMATION
POST-EFFECTIVE AMENDMENT NO. 81

ITEM 28. Exhibits:

(a)(1)	Agreement and Declaration of Trust of STI Classic Funds (now, RidgeWorth Funds) (the “Registrant”) dated January 15, 1992, is incorporated herein by reference to Exhibit 1 of Post-Effective Amendment No. 15 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the U.S. Securities and Exchange Commission (the “SEC”) via EDGAR Accession No. 0000912057-96-015938 on July 31, 1996.
(a)(2)	Amendment dated March 31, 2008 to the Registrant’s Agreement and Declaration of Trust dated January 15, 1992 is incorporated herein by reference to Exhibit (a)(2) of Post-Effective Amendment No. 74 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950152-08-004114 on May 16, 2008.
(b)(1)	Registrant’s Amended and Restated By-Laws, as approved by the Board of Trustees on August 15, 2000, are incorporated herein by reference to Exhibit (b) of Post-Effective Amendment No. 37 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000935069-00-000528 on September 21, 2000.
(b)(2)	Amendment dated March 31, 2008 to the Registrant’s Amended and Restated By-Laws, as approved by the Board of Trustees on August 15, 2000, is incorporated herein by reference to Exhibit (b)(2) of Post-Effective Amendment No. 75 to the Registrant’s Registration Statement filed with the SEC via EDGAR Accession No. 0000950152-08-004343 on May 30, 2008.
(c)	Not applicable.
(d)(1)	Amended and Restated Investment Advisory Agreement dated November 14, 2006 between the Registrant and Trusco Capital Management, Inc. (now, RidgeWorth Capital Management, Inc.) is incorporated herein by reference to Exhibit (d)(1) of Post-Effective Amendment No. 67 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950152-07-004809 on May 30, 2007.
(d)(2)	Amended Schedule A, as last amended July 29, 2009, to the Amended and Restated Investment Advisory Agreement dated November 14, 2006 between the Registrant and RidgeWorth Capital Management, Inc. (formerly, Trusco Capital Management, Inc.) is incorporated herein by reference to Exhibit (d)(2) of Post-Effective Amendment No. 80 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950123-09-026997 on July 29, 2009.
(d)(3)	Amendment dated April 1, 2008 to the Amended and Restated Investment Advisory Agreement dated November 14, 2006 between the Registrant and RidgeWorth Capital Management, Inc. (formerly, Trusco Capital Management, Inc.) is incorporated herein by reference to Exhibit (d)(3) of Post-Effective Amendment No. 74 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950152-08-004114 on May 16, 2008.
(d)(4)	Expense Limitation Agreement dated January 9, 2008 between the Registrant, Trusco Capital Management, Inc. (now, RidgeWorth Capital Management, Inc.) and Alpha Equity Management LLC, is incorporated herein by reference to Exhibit (d)(5) of Post-Effective Amendment No. 76 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950152-08-005746 on July 29, 2008.

C-1

(d)(5)	Expense Limitation Agreement dated August 1, 2008 among the Registrant, RidgeWorth Capital Management, Inc., Alpha Equity Management LLC and StableRiver Capital Management, LLC is incorporated herein by reference to Exhibit (d)(5) of Post-Effective Amendment No. 78 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950152-09-001279 on February 12, 2009.
(d)(6)	Expense Limitation Agreement dated August 1, 2009 among the Registrant, RidgeWorth Capital Management, Inc., Alpha Equity Management LLC and StableRiver Capital Management, LLC is filed herewith.
(d)(7)	Form of Expense Limation Agreement dated August 1, 2010 among the Registrant, RidgeWorth Capital Management, Inc., Alpha Equity Management LLC and StableRiver Capital Management, LLC is filed herewith.
(d)(8)	Investment Subadvisory Agreement dated December 19, 2008 between RidgeWorth Capital Management, Inc. and Zevenbergen Capital Investments, LLC is incorporated herein by reference to Exhibit (d)(6) of Post-Effective Amendment No. 78 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671, as filed with the SEC via EDGAR Accession No. 0000950152-09-001279 on February 12, 2009.
(d)(9)	Investment Subadvisory Agreement dated December 13, 2007 between Trusco Capital Management, Inc. (now, RidgeWorth Capital Management, Inc.) and Alpha Equity Management LLC is incorporated herein by reference to Exhibit (d)(7) of Post-Effective Amendment No. 74 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950152-08-004114 on May 16, 2008.
(d)(10)	Amendment dated April 1, 2008 to the Investment Subadvisory Agreement dated December 13, 2007 between RidgeWorth Capital Management, Inc. (formerly, Trusco Capital Management, Inc.) and Alpha Equity Management LLC is incorporated herein by reference to Exhibit (d)(8) of Post-Effective Amendment No. 74 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950152-08-004114 on May 16, 2008.
(d)(11)	Investment Subadvisory Agreement dated March 31, 2008 between RidgeWorth Capital Management, Inc. (formerly, Trusco Capital Management, Inc.) and Ceredex Value Advisors LLC is incorporated herein by reference to Exhibit (d)(10) of Post-Effective Amendment No. 74 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950152-08-004114 on May 16, 2008.
(d)(12)	Investment Subadvisory Agreement dated March 31, 2008 between RidgeWorth Capital Management, Inc. (formerly, Trusco Capital Management, Inc.) and Certium Asset Management LLC is incorporated herein by reference to Exhibit (d)(11) of Post-Effective Amendment No. 74 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950152-08-004114 on May 16, 2008.
(d)(13)	Investment Subadvisory Agreement dated March 31, 2008 between RidgeWorth Capital Management, Inc. (formerly, Trusco Capital Management, Inc.) and IronOak Advisors LLC is incorporated herein by reference to Exhibit (d)(12) of Post-Effective Amendment No. 74 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950152-08-004114 on May 16, 2008.
(d)(14)	Investment Subadvisory Agreement dated March 31, 2008 between RidgeWorth Capital Management, Inc. (formerly, Trusco Capital Management, Inc.) and Seix Investment Advisors LLC is incorporated herein by reference to Exhibit (d)(15) of Post-Effective Amendment No. 76 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950152-08-005746 on July 29, 2008.

C-2

(d)(15)	Amended Schedule A to the Investment Subadvisory Agreement dated March 31, 2008 between RidgeWorth Capital Management, Inc. (formerly, Trusco Capital Management, Inc.) and Seix Investment Advisors LLC is incorporated herein by reference to Exhibit (d)(13) of Post-Effective Amendment No. 79 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950135-09-004376 on May 29, 2009.
(d)(16)	Investment Subadvisory Agreement dated March 31, 2008 between RidgeWorth Capital Management, Inc. (formerly, Trusco Capital Management, Inc.) and Silvant Capital Management LLC is incorporated herein by reference to Exhibit (d)(14) of Post-Effective Amendment No. 74 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950152-08-004114 on May 16, 2008.
(d)(17)	Investment Subadvisory Agreement dated March 31, 2008 between RidgeWorth Capital Management, Inc. (formerly, Trusco Capital Management, Inc.) and StableRiver Capital Management LLC is incorporated herein by reference to Exhibit (d)(15) of Post-Effective Amendment No. 74 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950152-08-004114 on May 16, 2008.
(e)(1)	Distribution Agreement dated March 31, 2009 between the Registrant and RidgeWorth Distributors LLC is incorporated herein by reference to Exhibit (e) of Post-Effective Amendment No. 80 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950123-09-026997 on July 29, 2009.
(e)(2)	First Amendment to Distribution Agreement dated August 1, 2009 between the Registrant and RidgeWorth Distributors LLC is filed herewith.
(f)	Not applicable.
(g)(1)	Custodian Agreement dated February 1, 1994 between the Registrant and Trust Company Bank (now, SunTrust Bank) is incorporated herein by reference to Exhibit 8(b) of Post-Effective Amendment No. 15 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000912057-96-015938 on July 31, 1996.
(g)(2)	Securities Lending Amendment dated October 1, 2002 to the Custodian Agreement dated February 1, 1994 between the Registrant and SunTrust Bank is incorporated herein by reference to Exhibit (g)(2) of Post-Effective Amendment No. 47 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000935069-03-001371 on September 30, 2003.
(g)(3)	Amendment dated July 1, 2003 to the Custodian Agreement between the Registrant and SunTrust Bank, dated February 1, 1994, as amended October 1, 2002, and Schedule A of such Agreement amended as of August 16, 1995 and January 1, 1996, is incorporated herein by reference to Exhibit (g)(3) of Post-Effective Amendment No. 48 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000935069-03-001651 on December 10, 2003.
(g)(4)	Amendment dated November 25, 2003 to the Custodian Agreement dated February 1, 1994 between the Registrant and SunTrust Bank is incorporated herein by reference to Exhibit (g)(6) of Post-Effective Amendment No. 50 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950152-04-005770 on July 30, 2004.
(g)(5)	Amendment dated August 19, 2005 to the Custodian Agreement dated February 1, 1994 between the Registrant and SunTrust Bank is incorporated herein by reference to Exhibit (g)(5) of Post-Effective Amendment No. 80 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950123-09-026997 on July 29, 2009.

C-3

(g)(6)	Amendment dated March 31, 2008 to the Custodian Agreement dated February 1, 1994 between the Registrant and SunTrust Bank is incorporated herein by reference to Exhibit (g)(6) of Post-Effective Amendment No. 76 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950152-08-005746 on July 29, 2008.
(g)(7)	Form of Amendment to the Securities Lending Amendment to Custodian Agreement dated February 1, 1994 between the Registrant and SunTrust Bank is incorporated herein by reference to Exhibit (g)(7) of Post-Effective Amendment No. 80 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950123-09-026997 on July 29, 2009.
(g)(8)	Amended Schedule A dated May 29, 2009 to the Custodian Agreement dated February 1, 1994 between the Registrant and SunTrust Bank is incorporated herein by reference to Exhibit (g)(8) of Post-Effective Amendment No. 80 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950123-09-026997 on July 29, 2009.
(g)(9)	Amendment to Custodian Agreement dated October 1, 2009 between the Registrant and SunTrust Bank (formerly known as Trust Company Bank) is filed herewith.
(g)(10)	Custodian Agreement dated January 29, 2003 among the Registrant, STI Classic Variable Trust (now, RidgeWorth Variable Trust) and Brown Brothers Harriman & Co., with respect to the Institutional Cash Management Fund, International Equity Fund, International Equity Index Fund, International Equity 130/30 Fund, Real Estate 130/30 Fund, U.S. Equity 130/30 Fund, Seix Global Strategy Fund and Strategic Income Fund, is incorporated herein by reference to Exhibit (g)(7) of Post-Effective Amendment No. 13 to the Registration Statement of the STI Classic Variable Trust (now, RidgeWorth Variable Trust) (SEC No. 033-91476), as filed with the SEC via EDGAR Accession No. 0000935069-03-00052 on April 25, 2003.
(g)(11)	First Amendment dated March 31, 2008 to the Custodian Agreement dated January 29, 2003 among the Registrant, RidgeWorth Variable Trust (formerly, STI Classic Variable Trust) and Brown Brothers Harriman & Co., with respect to the Institutional Cash Management Fund, International Equity Fund, International Equity Index Fund, International Equity 130/30 Fund, Real Estate 130/30 Fund, U.S. Equity 130/30 Fund, Seix Global Strategy Fund and Strategic Income Fund, is incorporated herein by reference to Exhibit (g)(9) of Post-Effective Amendment No. 76 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950152-08-005746 on July 29, 2008.
(h)(1)	Master Services Agreement dated July 16, 2004 between the Registrant and Citi Fund Services Ohio, Inc. (formerly, BISYS Fund Services, Ohio, Inc.) is incorporated herein by reference to Exhibit (h)(1) of Post-Effective Amendment No. 51 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950152-04-007101 on September 28, 2004.
(h)(2)	Revised Schedule A to the Master Services Agreement dated July 16, 2004 between the Registrant and Citi Fund Services Ohio, Inc. (formerly, BISYS Fund Services, Ohio, Inc.) is incorporated herein by reference to Exhibit(h)(2) of Post-Effective Amendment No. 74 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950152-08-004114 on May 16, 2008.
(h)(3)	Amendment dated as of August 11, 2004 to the Master Services Agreement dated July 16, 2004 between the Registrant and Citi Fund Services Ohio, Inc. (formerly, BISYS Fund Services, Ohio, Inc.) is incorporated herein by reference to Exhibit (h)(2) of Post-Effective Amendment No. 51 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950152-04-007101 on September 28, 2004.

C-4

(h)(4)	Amendment dated November 5, 2004 to the Master Services Agreement dated July 16, 2004 between the Registrant and Citi Fund Services, Ohio, Inc. (formerly, BISYS Fund Services, Ohio, Inc.) is incorporated by reference to Exhibit (h)(3) of Post-Effective Amendment No. 53 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950152-04-009220 on December 30, 2004.
(h)(5)	Amendment dated November 18, 2005 to the Master Services Agreement dated July 16, 2004 between the Registrant and Citi Fund Services Ohio, Inc. (formerly, BISYS Fund Services, Ohio, Inc.) is incorporated herein by reference to Exhibit (h)(4) of Post Effective Amendment No. 63 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950152-06-002527 on March 24, 2006.
(h)(6)	Amendment dated July 1, 2007 to the Master Services Agreement dated July 16, 2004 between the Registrant and Citi Fund Services, Ohio, Inc. (formerly, BISYS Fund Services, Ohio, Inc.) is incorporated herein by reference to Exhibit (h)(6) of Post-Effective Amendment No. 72 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950152-07-009632 on December 14, 2007.
(h)(7)	Amendment dated May 15, 2007 to the Master Services Agreement dated July 16, 2004 between the Registrant and Citi Fund Services, Ohio, Inc., (formerly, BISYS Fund Services, Ohio, Inc.) is incorporated herein by reference to Exhibit (h)(7) of Post-Effective Amendment No. 74 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950152-08-004114 on May 16, 2008.
(h)(8)	Amendment dated August 21, 2007 to the Master Services Agreement dated July 16, 2004 between the Registrant and Citi Fund Services, Ohio, Inc., (formerly, BISYS Fund Services, Ohio, Inc.) is incorporated herein by reference to Exhibit (h)(8) of Post-Effective Amendment No. 74 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950152-08-004114 on May 16, 2008.
(h)(9)	Form of Amendment dated April 1, 2008 to the Master Services Agreement dated July 16, 2004 between the Registrant and Citi Fund Services, Ohio, Inc. (formerly, BISYS Fund Services, Ohio, Inc.) is incorporated herein by reference to Exhibit (h)(9) of Post-Effective Amendment No. 80 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950123-09-026997 on July 29, 2009.
(h)(10)	Amendment dated May 20, 2008 to the Master Services Agreement dated July 16, 2004 between the Registrant and Citi Fund Services Ohio, Inc. (formerly, BISYS Fund Services, Ohio, Inc.), is incorporated herein by reference to Exhibit (h)(10) of Post-Effective Amendment No. 76 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950152-08-005746 on July 29, 2008.
(h)(11)	Amendment dated January 16, 2009 to the Master Services Agreement dated July 16, 2004 between the Registrant and Citi Fund Services Ohio, Inc. (formerly, BISYS Fund Services, Ohio, Inc.) is filed herewith.
(h)(12)	Amendment dated May 20, 2009 to the Master Services Agreement dated July 16, 2004 between the Registrant and Citi Fund Services Ohio, Inc. is filed herewith.
(h)(13)	Compliance Services Agreement dated October 1, 2004 among the Registrant, STI Classic Variable Trust (now, RidgeWorth Variable Trust) and Citi Fund Services, Inc. (formerly, BISYS Fund Services, Ohio, Inc.) is incorporated herein by reference to Exhibit (h)(8) of Post-Effective Amendment No. 64 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950152-06-004792 on May 30, 2006.

C-5

(h)(14)	Form of Amendment dated May 1, 2008 to the Compliance Services Agreement dated October 1, 2004 among the Registrant, RidgeWorth Variable Trust (formerly, STI Classic Variable Trust) and Citi Fund Services, Ohio, Inc. (formerly, BISYS Fund Services, Ohio, Inc.) is incorporated herein by reference to Exhibit (h)(14) of Post-Effective Amendment No. 80 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950123-09-026997 on July 29, 2009.
(h)(15)	Shareholder Service Plan and Agreement relating to Corporate Trust Shares dated June 1, 1999 between the Registrant and SunTrust Bank is filed herewith.
(h)(16)	First Amendment to the Shareholder Service Plan and Agreement relating to Corporate Trust Shares dated March 31, 2008 between the Registrant and SunTrust Bank is filed herewith.
(h)(17)	Shareholder Servicing Plan dated November 20, 2008, relating to R Shares, is incorporated herein by reference to Exhibit (h)(12) of Post-Effective Amendment No. 77 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950152-08-010270 on December 15, 2008.
(h)(18)	Amended Schedule A to the Shareholder Servicing Plan dated November 20, 2008, amended August 1, 2009 relating to R Shares, is incorporated herein by reference to Exhibit (h)(17) of Post-Effective Amendment No. 80 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950123-09-026997 on July 29, 2009.
(h)(19)	Shareholder Servicing Plan dated May 14, 2009 with respect to A Shares and I Shares is incorporated herein by reference to Exhibit (d)(2) of Post-Effective Amendment No. 79 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950135-09-004376 on May 29, 2009.
(h)(20)	Amended and Restated Securities Lending Management Agreement dated January 16, 2009 between the Registrant and Credit Suisse First Boston is incorporated herein by reference to Exhibit (h)(14) of Post-Effective Amendment No. 78 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950152-09-001279 on February 12, 2009.
(h)(21)	First Amendment to the Amended and Restated Securities Lending Management Agreement dated March 4, 2009 between the Registrant and Credit Suisse First Boston is filed herewith.
(h)(22)	Shareholder Service Fee Allocation Agreement dated August 1, 2009 between the Registrant and RidgeWorth Capital Management, Inc. is filed herewith.
(i)	Opinion and Consent of Counsel to be filed by amendment.
(j)	Consent of independent registered public accounting firm to be filed by amendment.
(k)	Not applicable.
(l)	Not applicable.
(m)(1)	Distribution and Service Plan dated May 17, 2005, as amended March 31, 2008 relating to A Shares is filed herewith.
(m)(2)	Amended Schedule A dated August 1, 2008, as amended August 1, 2009 to the Distribution and Service Plan dated May 17, 2005, relating to A Shares is filed herewith.
(m)(3)	Distribution and Service Plan dated February 11, 2003, amended March 31, 2008 relating to B Shares, is filed herewith.

C-6

(m)(4)	Distribution and Service Plan dated May 17, 2005, as amended May 14, 2009, relating to C Shares, is incorporated herein by reference to Exhibit (m)(4) of Post-Effective Amendment No. 79 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950135-09-004376 on May 29, 2009.
(m)(5)	Distribution and Service Plan dated May 14, 2009, relating to R Shares, is incorporated herein by reference to Exhibit (m)(5) of Post-Effective Amendment No. 79 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950135-09-004376 on May 29, 2009.
(n)	Rule 18f-3 Multiple Class Plan is incorporated herein by reference to Exhibit (n) of Post-Effective Amendment No. 79 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950135-09-004376 on May 29, 2009.
(o)	Not applicable.
(p)(1)	Registrant’s Code of Ethics is incorporated herein by reference to Exhibit (p)(1) of Post-Effective Amendment No. 75 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950152-08-004343 on May 30, 2008.
(p)(2)	Code of Ethics for RidgeWorth Capital Management, Inc., Ceredex Value Advisors LLC, Certium Asset Management LLC, IronOak Advisors LLC, Silvant Capital Management LLC and StableRiver Capital Management LLC is incorporated herein by reference to Exhibit (p)(2) of Post-Effective Amendment No. 78 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950152-09-001279 on February 12, 2009.
(p)(3)	Code of Ethics for Zevenbergen Capital Investments LLC dated September 29, 2009 is filed herewith.
(p)(4)	Code of Ethics for Alpha Equity Management LLC is incorporated herein by reference to Exhibit (p)(4) of Post-Effective Amendment No. 77 to the Registrant’s Registration Statement on Form N-1A (File No. 033-45671), as filed with the SEC via EDGAR Accession No. 0000950152-08-010270 on December 15, 2008.
(p)(5)	Code of Ethics for Seix Investment Advisors LLC dated June 24, 2009 is filed herewith.

ITEM 29. Persons Controlled by or under Common Control with Registrant:

See the prospectus and Statement of Additional Information regarding the Registrant’s control relationships.

ITEM 30. Indemnification:

Article VIII of the Agreement and Declaration of Trust filed as Exhibit (a) to the Registrant’s Registration Statement is incorporated herein by reference. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to trustees, directors, officers and controlling persons of the Registrant by the Registrant pursuant to the Declaration of Trust or otherwise, the Registrant is aware that in the opinion of the U.S. Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and, therefore, is unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by trustees, directors, officers or controlling persons of the Registrant in connection with the successful defense of any act, suit or proceeding) is asserted by such trustees, directors, officers or controlling persons in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issues.

C-7

ITEM 31. Business and Other Connections of the Investment Adviser:

Other business, profession, vocation, or employment of a substantial nature in which each director or principal officer of each investment adviser is or has been, at any time during the last two fiscal years, engaged for his own account or in the capacity of director, officer, employee, partner or trustee are as follows:

Investment Adviser:

RidgeWorth Capital Management, Inc.

RidgeWorth Capital Management, Inc. (formerly, Trusco Capital Management, Inc.) (the “Adviser”) serves as the investment adviser for each of the Registrant’s series. The Adviser’s principal address is 50 Hurt Plaza, Suite 1400, Atlanta, Georgia 30303.

				CONNECTION
		NAME OF OTHER		WITH OTHER
NAME		COMPANY		COMPANY
David Eidson Chairman & Chief Executive Officer	SunTrust Bank	SunTrust Banks, Inc.	Executive Vice President	Senior Vice President
		SunTrust Capital Markets		Board Member
Ashi Parikh President & CIO		CeredexValue Advisors LLC (“Ceredex”)		CEO
		IronOak Advisors LLC (“IronOak”)		CEO
		Silvant Capital Management LLC (“Silvant”)		CEO
		StableRiver Capital Management LLC (“StableRiver”)		Chairman
		Certium Asset Management LLC (“Certium”)		CEO
Andrew S. Atkins Vice President		—		—
Steve R. Bendrick Vice President		—		—
Sabrina Bowens Vice President		—		—
Charles H. Boyt Vice President		—		—
John C. Brennan Vice President		—		—
Sheraun Y. Britton-Paris Vice President		—		—

C-8

		CONNECTION
	NAME OF OTHER	WITH OTHER
NAME	COMPANY	COMPANY
Jennifer A. Brockwell Vice President	—	—
Matthew B. Carney Director	Ceredex Certium IronOak Silvant	Officer Officer Officer Officer
Muriel L. Chrisman Associate	—	—
David M. Craig Director	—	—
Dara B. Day Associate	—	—
Christopher J. Dimacale Associate	—	—
Douglas J. Farmer Vice President	—	—
Alan M. Gayle Managing Director	—	—
Diana Hanlin Director	Ceredex Certium IronOak Silvant Seix StableRiver	Officer Officer Officer Officer Officer Officer
James B. Hester Associate	—	—
Felecia B. Holston Associate
Deborah A. Hopkins Vice President	—	—
Zhigang Jin Associate	—	—
Jay Karpinsky Vice President	—	—

C-9

		CONNECTION
	NAME OF OTHER	WITH OTHER
NAME	COMPANY	COMPANY
Dana E. Keithley Associate
Mary S. Kelly Vice President	—	—
William J. Laplante, Jr. Vice President	—	—
Jason M. Lewis Associate	—	—
Matthew D. Lota Vice President	—	—
Steve Loncar Vice President	SunTrust Bank	Officer
Tina Y. Long Vice President	—	—
Anthony J. Lynch Associate	—	—
Jeanine L. Martin Vice President	—	—
David B. McElroy Director	—	—
Daniella Moiseyev-Cunniffe Vice President	—	—
Laura B. Newberg Vice President	Ceredex Certium IronOak Silvant	Officer Officer Officer Officer
Patrick A. Paparelli Managing Director/ Secretary	SunTrust Banks, Inc. SunTrust Bank Silvant Certium StableRiver Seix Ceredex IronOak	Officer Officer CCO CCO Officer Officer Officer Officer
Ty E. Parrish Director	—	—

C-10

		CONNECTION
	NAME OF OTHER	WITH OTHER
NAME	COMPANY	COMPANY
Gregory L. Phillips Director	—	—
Paul J. Pilcher Associate	—	—
Sean D. Porrello Director	—	—
Konda I. Pulliam Associate	—	—
David W. Reidy Vice President	—	—
Dina E. Romeo Vice President	—	—
Josie C. Rosson Managing Director	SunTrust Bank Ceredex IronOak Certium StableRiver Silvant	Officer CCO CCO Officer CCO Officer
Julia R. Short Managing Director	—	—
Paul Slakter Director	—	—
Stephen Smith Vice President	—	—
Jeffrey P. St. Amand Director	—	—
John H. Stebbins Managing Director	SunTrust Banks, Inc. SunTrust Bank Ceredex IronOak Silvant Certium StableRiver Seix	Officer Officer CFO CFO CFO CFO CFO Officer
Kimberly Jean Strickland Vice President	—	—

C-11

		CONNECTION
	NAME OF OTHER	WITH OTHER
NAME	COMPANY	COMPANY
James Stueve Managing Director	—	—
Jessica Lacey Thompson Director	Certium StableRiver Ceredex IronOak Silvant	Officer Officer Officer Officer Officer
Matthew M. Tollison Vice President	—	—
William A. Turner Director	Certium StableRiver Seix Ceredex IronOak Silvant	Officer Officer Officer Officer Officer Officer
Darlene van Nostrand Associate	—	—
Joseph Ward Vice President	Ceredex Certium IronOak Silvant	Officer Officer Officer Officer
Gustina Lee Warren Associate	—	—
Angela V. Watterson Vice President	—	—
Elizabeth Wilson Managing Director	SunTrust Bank	Officer
Kevin D. Wright Vice President	—	—

C-12

Investment Sub-Advisers:

Alpha Equity Management LLC

Alpha Equity Management LLC (“Alpha Equity”) serves as the investment sub-adviser for the Registrant’s International Equity 130/30 Fund, the Real Estate 130/30 Fund and the U.S. Equity 130/30 Fund. The principal address of Alpha Equity is 90 State House Square, Suite 1100, Hartford, CT 06103.

		CONNECTION WITH OTHER
NAME	NAME OF OTHER COMPANY	COMPANY
Kevin Means Managing Partner, Chief Investment Officer, Chief Compliance Officer	—	—
Vince Fioramonti Partner, Director of Trading and IT	—	—
Donald Townswick Partner, Director of Research	—	—
Neil Kochen Partner, Chief Risk Officer, Chief Financial Officer	—	—

Ceredex Value Advisors LLC

Ceredex Value Advisors LLC (“Ceredex”) serves as the investment sub-adviser for the Registrant’s Large Cap Value Equity Fund, Mid-Cap Value Equity Fund and Small Cap Value Equity Fund. The principal address of Ceredex is 300 South Orange Avenue, Suite 1600, Orlando, Florida 32801.

		CONNECTION WITH OTHER
NAME	NAME OF OTHER COMPANY	COMPANY
Brett L. Barner Managing Director	—	—
Matthew B. Carney Officer	RidgeWorth Capital Management, Inc. Certium IronOak Silvant	Director Officer Officer Officer
Charlie E. Carter Director	Certium Seix Silvant IronOak StableRiver	Officer Officer Officer Officer Officer
Jennifer N. Graff Director	—	—
Nicole Blakely Vice President	—	—
Hein Hanekom Associate	—	—

C-13

		CONNECTION WITH OTHER
NAME	NAME OF OTHER COMPANY	COMPANY
Diana Hanlin Officer	RidgeWorth Capital Management, Inc. Certium IronOak Silvant Seix StableRiver	Director Officer Officer Officer Officer Officer
Melissa K. Miller Director	—	—
Laura B. Newberg Officer	RidgeWorth Capital Management, Inc. Certium IronOak Silvant	Vice President Officer Officer Officer
Ashi Parikh CEO	RidgeWorth Capital Management, Inc. IronOak Silvant Certium StableRiver	President & CIO CEO CEO CEO Chairman
Mills Riddick President/CIO	RidgeWorth Capital Management, Inc.	Officer
Josie Rosson CCO	RidgeWorth Capital Management, Inc. SunTrust Bank IronOak Certium StableRiver Silvant	Managing Director Officer CCO Officer CCO Officer
Cody Smith Vice President	—	—
John Stebbins CFO	RidgeWorth Capital Management, Inc. SunTrust Banks, Inc. SunTrust Bank IronOak Silvant Certium StableRiver Seix	Managing Director Officer Officer CFO CFO CFO CFO Officer
Jessica Lacey Thompson Officer	Certium StableRiver RidgeWorth Capital Management, Inc. IronOak Silvant	Officer Officer Director Officer Officer

C-14

		CONNECTION WITH OTHER
NAME	NAME OF OTHER COMPANY	COMPANY
William A. Turner Officer	Certium StableRiver Seix RidgeWorth Capital Management, Inc. IronOak Silvant	Officer Officer Officer Director Officer Officer
Sarah A. Thompson Associate	—	—
Joseph Ward Officer	RidgeWorth Capital Management Certium IronOak Silvant	Vice President Officer Officer Officer
Don Wordell Managing Director	—	—

Certium Asset Management LLC

Certium Asset Management LLC serves as the investment sub-adviser for the Registrant’s International Equity Fund, International Equity Index Fund and Large Cap Quantitative Equity Fund. The principal address of Certium is 50 Hurt Plaza, Suite 1400, Atlanta, Georgia 30303.

		CONNECTION WITH
NAME	NAME OF OTHER COMPANY	OTHER COMPANY
Matthew B. Carney	RidgeWorth Capital Management, Inc.	Director
Officer	Ceredex IronOak Silvant	Officer Officer Officer
Chad Deakins President/CEO	RidgeWorth Capital Management, Inc.	Officer
Charles East Vice President	—	—
Risei Goto Vice President	—	—
Diana Hanlin	RidgeWorth Capital Management, Inc.	Director
Officer	Ceredex IronOak Silvant Seix StableRiver	Officer Officer Officer Officer Officer

C-15

		CONNECTION WITH OTHER
NAME	NAME OF OTHER COMPANY	COMPANY
Laura B. Newberg	RidgeWorth Capital Management, Inc.	Vice President
Officer	Ceredex IronOak Silvant	Officer Officer Officer
Patrick Papparelli	RidgeWorth Capital Management, Inc.	Managing Director
CCO	SunTrust Banks, Inc. SunTrust Bank Ceredex IronOak StableRiver Seix Silvant	Officer
Ashi Parikh	RidgeWorth Capital Management, Inc.	President and CIO
CEO	Ceredex IronOak Silvant StableRiver
Greg Peters Vice President	—	—
Josie Rosson	RidgeWorth Capital Management, Inc.	Managing Director
CCO	SunTrust Bank IronOak Ceredex StableRiver Silvant	Officer CCO CCO CCO Officer
Sowmdeb Sen Vice President	—	—
John Stebbins	RidgeWorth Capital Management, Inc.	Managing Director
CFO	SunTrust Banks, Inc. SunTrust Bank Ceredex IronOak Silvant StableRiver Seix	Officer
Jessica Lacey Thompson Officer	Ceredex IronOak StableRiver Silvant RidgeWorth Capital Management, Inc.	Officer Officer Officer Officer Director

C-16

		CONNECTION WITH OTHER
NAME	NAME OF OTHER COMPANY	COMPANY
William A. Turner	Ceredex	Officer
Officer	StableRiver Seix RidgeWorth Capital Management, Inc. IronOak Silvant	Officer Officer Director Officer Officer
Joseph Ward	RidgeWorth Capital Management	Vice President
Officer	Ceredex IronOak Silvant	Officer Officer Officer
Matthew H. Welden Director	—	—

IronOak Advisors LLC

IronOak Advisors LLC (“IronOak”) serves as the investment sub-adviser for the Registrant’s Large Cap Core Equity Fund and Mid-Cap Core Equity Fund. The principal address of IronOak is 919 East Main Street, Richmond, Virginia 23219.

		CONNECTION WITH
NAME	NAME OF OTHER COMPANY	OTHER COMPANY
Charles Arrington Director	—	—
Frank Ashby Vice President	—	—
Frances Aylor Director	—	—
Matthew B. Carney	RidgeWorth Capital Management, Inc.	Director
Officer	Ceredex Certium Silvant	Officer Officer Officer
Diana Hanlin	RidgeWorth Capital Management, Inc.	Director
Officer	Ceredex Certium Silvant Seix StableRiver	Officer Officer Officer Officer Officer
Jim Mallory Vice President	—	—
Jeffrey Markunas	Ceredex	Officer
President/CIO	Silvant Certium RidgeWorth Capital Management, Inc.	Officer Officer Officer

C-17

		CONNECTION WITH
NAME	NAME OF OTHER COMPANY	OTHER COMPANY
Laura B. Newberg	RidgeWorth Capital Management, Inc.	Vice President
Officer	Ceredex Certium Silvant	Officer Officer Officer
Thomas O’Neil Vice President	—	—
Ashi Parikh	RidgeWorth Capital Management, Inc.	President & CIO
CEO	Ceredex Silvant Certium StableRiver	CEO CEO CEO Chairman
Josie Rosson	RidgeWorth Capital Management, Inc.	Managing Director
CCO	SunTrust Bank Ceredex Certium StableRiver Silvant	Officer CCO Officer CCO Officer
James Savage Director	RidgeWorth Capital Management, Inc.	Officer
John L. Snow III Vice President	—	—
Jessica Lacey Thompson	Ceredex	Officer
Officer	Certium StableRiver Silvant RidgeWorth Capital Management, Inc.	Officer Officer Officer Director
William A. Turner	Ceredex	Officer
Officer	StableRiver Seix RidgeWorth Capital Management, Inc. Certium Silvant	Officer Officer Director Officer Officer
Joseph Ward	RidgeWorth Capital Management	Vice President
Officer	Ceredex Certium Silvant	Officer Officer Officer
Denise L. Wells Associate	—	—

C-18

		CONNECTION WITH OTHER
NAME	NAME OF OTHER COMPANY	COMPANY
John Stebbins	RidgeWorth Capital Management, Inc.	Managing Director
CFO	SunTrust Bank, Inc.	Officer
	SunTrust Bank	Officer
	Ceredex	CFO
	Silvant	CFO
	Certium	CFO
	StableRiver	CFO
	Seix	Officer

Seix Investment Advisors LLC

Seix Investment Advisors LLC serves as the investment sub-adviser for the Registrant’s High Income Fund, Intermediate Bond Fund, Investment Grade Bond Fund, Limited Duration Fund, Limited-Term Federal Mortgage Securities Bond Fund, Seix Floating Rate High Income Fund, Seix High Yield Fund, Strategic Income Fund, Total Return Bond Fund and U.S. Government Securities Fund. The principal address of Seix is 10 Mountainview Road, Suite C-200, Upper Saddle River, New Jersey 07458.

		CONNECTION WITH
NAME	NAME OF OTHER COMPANY	OTHER COMPANY
Mark E. Ahern Managing Director	—	—
Jeannell Anthony Associate	—	—
Seth Antiles Managing Director	—	—
John E. Cashwell, Jr. Managing Director	—	—
Carlos Catoya Vice President	—	—
David Chou Associate	—	—
Stacy Culver Vice President	—	—
William Davis Vice President	—	—
Christopher DeGaetano Vice President	—	—
Jorge Delgado Associate	—	—
Lisa Didonato Associate	—	—

C-19

		CONNECTION WITH
NAME	NAME OF OTHER COMPANY	OTHER COMPANY
Deirdre Dillon CCO	RidgeWorth Capital Management, Inc.	Officer
Rebecca Ehrhart Vice President	—	—
James Fitzpatrick Managing Director	—	—
Vincent Flanagan Vice President	—	—
Elena Fyodorova Vice President	—	—
Michelle Gallo Vice President	—	—
Leo Goldstein Vice President	—	—
George Goudelias Managing Director	—	—
Paul Guevera Associate	—	—
Diana Hanlin	RidgeWorth Capital Management, Inc.	Director
Officer	Ceredex	Officer
	Certium	Officer
	Silvant	Officer
	IronOak	Officer
	StableRiver	Officer
James Keegan	Seix Structured Products LLC	Manager
CIO	RidgeWorth Capital Management, Inc.	Officer
Soo Kim Associate	—	—
Nathaniel King
Vice President	—	—
Michael Kirkpatrick
Managing Director	—	—
Raymond Kramer
Vice President	—	—
Scott Kupchinsky
Vice President	—	—

C-20

		CONNECTION WITH
NAME	NAME OF OTHER COMPANY	OTHER COMPANY
Gerard Leen
Vice President	—	—
Charles Leonard
Managing Director	—	—
Biron Lim
Managing Director	—	—
Laura Linnartz
Associate	—	—
Paula Madonna
Associate	—	—
Michael McEachern
President	—	—
Claudia J. McPherson
Vice President	—	—
Sharon Moran
Vice President	—	—
Brian Nold
Managing Director	—	—
Andrea Pagnozzi
Vice President	—	—
Cynthia Panebianco Vice President	—	—
Brian Reid Vice President	—	—
Michael Reiger Managing Director	—	—
David Schwartzman Vice President	—	—
Robert Sherman CEO
Robin Shulman Managing Director	—	—
Atul Sibal Vice President	—	—

C-21

		CONNECTION WITH OTHER
NAME	NAME OF OTHER COMPANY	COMPANY
Damanjit Singh
Associate	—	—
Robert Stampfl
Associate
Eric Storch
Managing Director	—	—
Perry Troisi
Managing Director	—	—
William A. Turner	Ceredex	Officer
Officer	StableRiver	Officer
	IronOak	Officer
	RidgeWorth Capital Management, Inc.	Director
	Certium	Officer
	Silvant	Officer
Julie Vinar
Associate	—	—
Ania Wacht
Vice President	—	—
George Way
CFO	—	—
Adrien Webb
Managing Director	—	—
Ellen Welsh
Managing Director	—	—
Ann Williams
Associate	—	—
Thomas Winters
Managing Director	—	—
Jonathan Yozzo
Vice President	—	—
Samuel Zona
Managing Director	—	—

C-22

Silvant Capital Management LLC

Silvant Capital Management LLC serves as the investment sub-adviser for the Registrant’s Large Cap Growth Stock Fund, Select Large Cap Growth Stock Fund and Small Cap Growth Stock Fund. The principal address of Silvant is 50 Hurt Plaza, Atlanta, Georgia 30303.

		CONNECTION WITH
NAME	NAME OF OTHER COMPANY	OTHER COMPANY
Brandi Allen	—	—
Director
Michael A. Bain	—	—
Director
Sandeep Bhatia	—	—
Director
Matthew B. Carney	RidgeWorth Capital Management, Inc.	Director
Officer	Ceredex	Officer
	Certium	Officer
	IronOak	Officer
Brad Erwin	—	—
Director
Jim Foster	—	—
Managing Director
Christopher Guinther
President/CIO	RidgeWorth Capital Management, Inc.	Officer
Diana Hanlin	RidgeWorth Capital Management, Inc.	Director
Officer	Ceredex	Officer
	Certium	Officer
	Silvant	Officer
	IronOak	Officer
	StableRiver	Officer
Randy Loving	—	—
Director
Laura B. Newberg	RidgeWorth Capital Management, Inc.	Vice President
Officer	Ceredex	Officer
	Certium	Officer
	IronOak	Officer
Patrick Paparelli
CCO	RidgeWorth Capital Management, Inc.	Managing Director
	SunTrust Banks, Inc.	Officer
	SunTrust Bank	Officer
	Certium	CCO
	StableRiver	Officer
	Seix	Officer
	IronOak	Officer

C-23

		CONNECTION WITH OTHER
NAME	NAME OF OTHER COMPANY	COMPANY
Ashi Parikh	RidgeWorth Capital Management, Inc.	President & CIO
CEO	Ceredex	CEO
	Iron Oak	CEO
	Certium	CEO
	StableRiver	Chairman
Joe Ransom	—	—
Managing Director
Josie Rosson
Officer	RidgeWorth Capital Management, Inc.	Managing Director
	SunTrust Bank	Officer
	IronOak	CCO
	Certium	Officer
	StableRiver	CCO
	Ceredex	Officer
Kristin Ribic	—	—
Director
Michael Sansoterra	Certium	Officer
Managing Director	Seix	Officer
	StableRiver	Officer
	Ceredex	Officer
	IronOak	Officer
	RidgeWorth Capital Management, Inc.	Officer
Marc Schneidau
Managing Director	RidgeWorth Capital Management, Inc.	Officer
Jennifer Stewart	—	—
Associate
Jessica Lacey Thompson	Ceredex	Officer
Officer	Certium	Officer
	StableRiver	Officer
	IronOak	Officer
	RidgeWorth Capital Management, Inc.	Director
William A. Turner	Ceredex	Officer
Officer	StableRiver	Officer
	IronOak	Officer
	RidgeWorth Capital Management, Inc.	Director
	Certium	Officer
	Seix	Officer
Joseph Ward	RidgeWorth Capital Management	Vice President
Officer	Ceredex	Officer
	Certium	Officer
	IronOak	Officer

C-24

		CONNECTION WITH OTHER
NAME	NAME OF OTHER COMPANY	COMPANY
John Stebbins	RidgeWorth Capital Management, Inc.	Managing Director
CFO	SunTrust Banks, Inc.	Officer
	SunTrust Bank	Officer
	Ceredex	CFO
	IronOak	CFO
	Certium	CFO
	Seix	Officer
	StableRiver	CFO

StableRiver Capital Management LLC

StableRiver Capital Management LLC (“StableRiver”) serves as the investment sub-adviser for the Registrant’s Georgia Tax-Exempt Bond Fund, High Grade Municipal Bond Fund, Investment Grade Tax-Exempt Bond Fund, Maryland Municipal Bond Fund, North Carolina Tax-Exempt Bond Fund, Short-Term Bond Fund, Short-Term U.S. Treasury Securities Fund, U.S. Government Securities Ultra-Short Bond Fund, Ultra-Short Bond Fund, Virginia Intermediate Municipal Bond Fund, Institutional Cash Management Money Market Fund, Institutional Municipal Cash Reserve Money Market Fund, Institutional U.S. Government Securities Money Market Fund, Institutional U.S. Treasury Securities Money Market Fund, Prime Quality Money Market Fund, Tax-Exempt Money Market Fund, U.S. Government Securities Money Market Fund, U.S. Treasury Securities Money Market Fund and the Virginia Tax-Free Money Market Fund. The principal address of StableRiver is 50 Hurt Plaza, Suite 1400, Atlanta, GA 30303.

		CONNECTION WITH
NAME	NAME OF OTHER COMPANY	OTHER COMPANY
Kaltrina Baraliu Carney
Associate	—	—
Matthew Boden
Director	—	—
George Calvert
Director	—	—
Christopher Carter	—	—
Director
Kimberly Cook
Associate	—	—
Robert Corner
Managing Director	RidgeWorth Capital Management, Inc.	Officer
Elizabeth P. Cunningham
Associate	—	—
Christopher Giglio
Director	—	—
Matt Edelstein
Vice President	—	—
Gregory Hallman
Vice President	—	—

C-25

		CONNECTION WITH
NAME	NAME OF OTHER COMPANY	OTHER COMPANY
Diana Hanlin	RidgeWorth Capital Management, Inc.	Director
Officer	Ceredex	Officer
	Certium	Officer
	Silvant	Officer
	IronOak	Officer
	Seix	Officer
Michael Honshurak
Director	—	—
Phillip H. Hooks
Vice President	—	—
Mark Kallis
Director	—	—
Kimberly Maichle
Director	—	—
Doug Mitchell
Vice President	—	—
Hassan Moss
Associate	—	—
Rick Nelson
CEO/CIO	RidgeWorth Capital Management, Inc.	Officer
William H. Peck
Director	—	—
Paul Robertson, III
President	SunTrust Banks, Inc.	Officer
	SunTrust Bank	Officer
Josie Rosson
CCO	SunTrust Bank	Officer
	Ceredex	CCO
	Certium	Officer
	IronOak	CCO
	Silvant	Officer
	RidgeWorth Capital Management, Inc.	Managing Director
Ron Schwartz
Managing Director	—	—
Michael Sebesta
Managing Director	—	—
Dusty Self
Director	—	—
Mark Smith
Associate	—	—

C-26

		CONNECTION WITH
NAME	NAME OF OTHER COMPANY	OTHER COMPANY
John Stebbins	RidgeWorth Capital Management, Inc.	Managing Director
CFO	SunTrust Banks, Inc.	Officer
	SunTrust Bank
	Ceredex
	IronOak
	Silvant
	StableRiver
	Seix
Chad Stephens
Managing Director	—	—
Sonny Surkin
Director	—	—
Jessica Lacey Thompson	Ceredex	Officer
Officer	Certium	Officer
	Silvant	Officer
	IronOak	Officer
	RidgeWorth Capital Management, Inc.	Director
William A. Turner	Ceredex	Officer
Officer	Silvant	Officer
	IronOak	Officer
	RidgeWorth Capital Management, Inc.	Director
	Certium	Officer
	Seix	Officer
J.P. Yarusinski
Director	—	—
Scott Yuschak	—	—
Vice President
Justin Wu
Vice President	—	—

C-27

Zevenbergen Capital Investments LLC

Zevenbergen Capital Investments LLC (“ZCI”) serves as the investment subadviser for the Registrant’s Aggressive Growth Stock and Emerging Growth Stock Funds. The principal address of ZCI is 601 Union Street, Seattle, Washington 98101.

		NAME OF OTHER
NAME		COMPANY
Brooke de Boutray Managing Director, Portfolio Manager	Rivendell Capital Inc. Seattle University	Vice President and Director Member, Department of Finance Advisory Board
Lisa Foley
Managing Director, Investment Officer	Rivendell Capital Inc.	Secretary
Leslie Tubbs
Managing Director, Portfolio Manager and Chief Compliance Officer	Rivendell Capital Inc.	Treasurer
Nancy A. Zevenbergen	Rivendell Capital Inc.	President and Director
President and Chief Investment Officer	Seattle Pacific University Foundation	Director

ITEM 32. Principal Underwriters:

Item 32(a)	RidgeWorth Distributors LLC (the “Distributor”) acts as principal underwriter for the following investment companies:
	RidgeWorth Funds

The Distributor is registered with the U.S. Securities and Exchange Commission as a broker-dealer and is a member of the Financial Regulatory Authority or “FINRA”. The Distributor has its main address at Three Canal Plaza, Suite 100, Portland, Maine 04101. The Distributor is an indirect wholly-owned subsidiary of Foreside Financial Group LLC.

Item 32(b) Information about the Directors and Officers of the Distributor is as follows:

Name	Address	Position with Underwriter
Mark S. Redman	690 Taylor Road, Suite 150, Gahanna, OH 43230	President & Manager
Richard J. Berthy	Three Canal Plaza, Suite 100, Portland, ME 04101	Vice President, Treasurer & Manager
Jennifer E. Hoopes	Three Canal Plaza, Suite 100, Portland, ME 04101	Secretary
Paul F. Hahesy	Three Canal Plaza, Suite 100, Portland, ME 04101	Chief Compliance Officer
Mark A. Fairbanks	Three Canal Plaza, Suite 100, Portland, ME 04101	Vice President & Director of Compliance

Item 32(c) Not applicable.

C-28

ITEM 33. Location of Accounts and Records:

Books or other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, and the rules promulgated thereunder, are maintained as follows:

(a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b); (3); (6); (8); (12); and 31a-1(d), the required books and records are maintained at the offices of Registrant’s custodians:

SunTrust Bank
303 Peachtree Street, N.E.
Atlanta, GA 30308

Brown Brothers Harriman & Co.
40 Water Street
Boston, MA 02109

(Institutional Cash Management Money Market Fund, International Equity Fund, International Equity Index Fund, Seix Global Strategy Fund, International Equity 130/30 Fund, Real Estate 130/30 Fund and U.S. Equity 130/30 Fund)

(b) With respect to Rules 31a-1(a); 31a-1(b)(1),(4); (2)(C) and (D); (4); (5); (6); (8); (9); (10); (11); and 31a-1(f), the required books and records are maintained at the offices of Registrant’s administrator:

Citi Fund Services Ohio, Inc. (formerly, BISYS Fund Services, Ohio, Inc.)
3435 Stelzer Road
Columbus, Ohio 43219

(c) With respect to Rules 31a-1(b)(5), (6), (9) and (10) and 31a-1(f), the required books and records are maintained at the principal offices of the Registrant’s adviser and subadviser:

RidgeWorth Capital Management, Inc.
50 Hurt Plaza, Suite 1400
Atlanta, Georgia 30303

Alpha Equity Management LLC
90 State House Square
Suite 1100
Hartford, CT 06103

Ceredex Value Advisers LLC
300 South Orange Avenue, Suite 1600
Orlando, FL 32801
(records relating to its function as subadviser)

Certium Asset Management LLC
50 Hurt Plaza, Suite 1400
Atlanta, GA 30303
(records relating to its function as subadviser)

IronOak Advisors LLC
919 East Main Street
Richmond, VA 23219
(records relating to its function as subadviser)

C-29

Seix Investment Advisors LLC
10 Mountain View Road
Suite C-200
Upper Saddle River, New Jersey 07458

Silvant Capital Management LLC
50 Hurt Plaza, Suite 1400
Atlanta, GA 30303
(records relating to its function as subadviser)

StableRiver Capital Management LLC
50 Hurt Plaza, Suite 1400
Atlanta, GA 30303
(records relating to its function as subadviser)

Zevenbergen Capital Investments LLC
601 Union Street
Seattle, Washington 98101
(records relating to its function as subadviser)

(d) RidgeWorth Distributors LLC
Three Canal Plaza, Suite 100
Portland, Maine 04101
(records relating to its function as distributor)

ITEM 34. Management Services: None.

ITEM 35. Undertakings: None.

C-30

NOTICE

A copy of the Agreement and Declaration of Trust for the Registrant is on file with the Secretary of State of the Commonwealth of Massachusetts and notice is hereby given that this Registration Statement has been executed on behalf of the Registrant by an officer of the Registrant as an officer and by its trustees as trustees and not individually and the obligations of or arising out of this Registration Statement are not binding upon any of the trustees, officers, or shareholders individually but are binding only upon the assets and property of the Registrant.

C-31

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 (the “Securities Act”) and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-Effective Amendment No. 81 to the Registrant’s Registration Statement (the “Amendment”) to be signed on its behalf by the undersigned, duly authorized, in the City of Atlanta, State of Georgia on the 28th day of May, 2010.

By:	/s/ Julia Short Julia R. Short,
	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Amendment has been signed below by the following persons in the capacity and as of the dates indicated.

*	Trustee
Jeffrey M. Biggar
*	Trustee
George C. Guynn
*	Trustee
Sidney E. Harris
*	Trustee
Warren Y. Jobe
*	Trustee
Connie D. McDaniel
*	Trustee
Clarence H. Ridley
*	Trustee
Charles D. Winslow
/s/ Julia Short	President and
Julia R. Short	Chief Executive Officer
/s/ Martin R. Dean	Treasurer and Chief
Martin R. Dean	Financial Officer

* By: /s/ Jennifer English   Jennifer English, pursuant to the powers of attorney filed herewith

C-32

RIDGEWORTH FUNDS
RIDGEWORTH VARIABLE TRUST

POWER OF ATTORNEY

     KNOWN ALL MEN BY THESE PRESENTS, that each of the undersigned as trustees of RidgeWorth Funds and RidgeWorth Variable Trust (each, a “Trust”), business trusts organized under the laws of the Commonwealth of Massachusetts, hereby constitutes and appoints Jennifer English and Danio Mastropieri, and each of them singly, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, to sign for him or her and in his or her name, place and stead, and in the capacity indicated below, to sign any and all Registration Statements and all amendments thereto relating to the offering of each Trust’s shares under the provisions of the Investment Company Act of 1940 and/or the Securities Act of 1933, each such Act as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, acting alone, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned have herewith set their names as of the 26^th day of February 2010.

/s/ Jeffrey Biggar	/s/ George C. Guynn
Jeffrey M. Biggar, Trustee	George C. Guynn, Trustee
/s/ Sidney E. Harris	/s/ Warren Y. Jobe
Sidney E. Harris, Trustee	Warren Y. Jobe, Trustee
/s/ Connie McDaniel	/s/ Clarence Ridley
Connie D. McDaniel, Trustee	Clarence H. Ridley, Trustee
/s/ Charles D. Winslow Charles D. Winslow, Trustee

C-33

Exhibit Index

Exhibit	Document
D6	Expense Limitation Agreement dated August 1, 2009 among the Registrant, RidgeWorth Capital Management, Inc., Alpha Equity Management LLC and StableRiver Capital Management, LLC.
D7	Form of Expense Limation Agreement dated August 1, 2010 among the Registrant, RidgeWorth Capital Management, Inc., Alpha Equity Management LLC and StableRiver Capital Management, LLC.
E2	First Amendment to Distribution Agreement dated August 1, 2009 between the Registrant and RidgeWorth Distributors LLC.
G9	Amendment to Custodian Agreement dated October 1, 2009 between the Registrant and SunTrust Bank (formerly known as Trust Company Bank).
H11	Amendment dated January 16, 2009 to the Master Services Agreement dated July 16, 2004 between the Registrant and Citi Fund Services Ohio, Inc. (formerly, BISYS Fund Services, Ohio, Inc.).
H12	Amendment dated May 20, 2009 to the Master Services Agreement dated July 16, 2004 between the Registrant and Citi Fund Services Ohio, Inc.
H15	Shareholder Service Plan and Agreement relating to Corporate Trust Shares dated June 1, 1999 between the Registrant and SunTrust Bank is filed herewith.
H16	First Amendment to the Shareholder Service Plan and Agreement relating to Corporate Trust Shares dated March 31, 2008 between the Registrant and SunTrust Bank is filed herewith.
H21	Amendment to the First Amendment to the Amended and Restated Securities Lending Management Agreement dated March 4, 2009, between the Registrant and Credit Suisse First Boston.
H22	Shareholder Service Fee Allocation Agreement dated August 1, 2009 between the Registrant and RidgeWorth Capital Management, Inc.
M1	Distribution and Service Plan dated May 17, 2005, as amended March 31, 2008 relating to A Shares.
M2	Amended Schedule A dated August 1, 2008, as amended August 1, 2009 to the Distribution and Service Plan dated May 17, 2005, relating to A Shares.
M3	Distribution and Service Plan dated February 11, 2003, amended March 31, 2008 relating to B Shares.
P3	Code of Ethics for Zevenbergen Capital Investments LLC dated September 29, 2009
P5	Code of Ethics for Seix Investment Advisors LLC dated June 24, 2009.

C-34

EX-99.28.D6

Exhibit (d)(6)

EXPENSE LIMITATION AGREEMENT

AGREEMENT made as of the 1st day of August 2009 by and between RidgeWorth Funds (the “Trust”), a Massachusetts business trust, RidgeWorth Capital Management Inc. (the “Adviser”) and each investment subadviser listed on Schedule B (“Subadviser”) with respect to the series of the Trust (the “Funds”) set forth on Schedule B.

The Adviser and each Subadviser hereby agree to waive their fees and reimburse expenses to the extent necessary to limit total operating expenses (excluding taxes, brokerage commissions, substitute dividend expenses on securities sold short, extraordinary expenses and estimated indirect expenses attributable to investments in other investment companies) for Funds set forth on Schedule A to the levels set forth on Schedule A until August 1, 2010. For the Institutional Cash Management Money Market Fund, Institutional Municipal Cash Reserve Money Market Fund, Institutional U.S. Government Securities Money Market Fund and U.S. Treasury Securities Money Market Fund, the total advisory fees waived shall be borne 60% by the Adviser and 40% by the Subadviser. For the Seix Global Strategy Fund, International Equity 130/30 Fund, Real Estate 130/30 Fund and U.S. Equity 130/30 Fund, the total advisory fees waived shall be borne 40% by the Adviser and 60% by each Subadviser.

If at any point before August 1, 2012, it becomes unnecessary for the Adviser or Subadviser to waive fees and make reimbursements for a particular Fund, the Adviser and the Subadviser may retain the difference between the Total Annual Fund Operating Expenses of that Fund and the applicable expense cap to recapture any of its prior waivers or reimbursements.

The Trust acknowledges that the Adviser may engage in brokerage transactions using Fund assets with brokers who agree to pay a portion of the Fund’s expenses, and that the Adviser’s guarantee of Fund expense ratios takes into account these expenses-limiting arrangements.

IN WITNESS WHEREOF, the parties hereto have caused this Expense Limitation Agreement to be executed as of the day and year first written above.

RIDGEWORTH FUNDS		RIDGEWORTH CAPITAL MANAGEMENT, INC.
By:	/s/ Julia Short	By:	/s/ John Stebbins
Name:	Julia Short	Name:	John Stebbins
Title:	President	Title:	Managing Director and CFO

ALPHA EQUITY MANAGEMENT LLC (with respect to the International Equity 130/30 Fund, Real Estate 130/30 Fund and U.S. Equity 130/30 Fund)

By: Name:	/s/ Kevin Means Kevin Means
Title:	Managing Partner

SEIX INVESTMENT ADVISORS LLC (with respect to the Seix Global Strategy Fund)

By:
Name:
Title: /s/ Bob Sherman   Bob Sherman
CEO

STABLERIVER CAPITAL MANAGEMENT LLC (with respect to the Institutional Cash Management Money Market Fund, the Institutional Municipal Cash Reserve Fund, the Institutional U.S. Government Securities Money Market Fund, the Institutional U.S. Treasury Securities Money Market Fund)

By: Name:	/s/ Paul L. Robertson III Paul L. Robertson III
Title:	President

EXPENSE LIMITATION AGREEMENT
SCHEDULE A

	SHARE		EXPENSE
FUND	CLASS		LIMITATION
International Equity 130/30 Fund		I		1.55	%
		A		1.85	%
Real Estate 130/30 Fund		I		1.45	%
		A		1.75	%
U.S. Equity 130/30 Fund		I		1.30	%
		A		1.60	%
Aggressive Growth Allocation Strategy		I		0.20	%
		A		0.50	%
		B		0.95	%
		C		1.20	%
Conservative Allocation Strategy		I		0.20	%
		A		0.50	%
		B		0.95	%
		C		1.20	%
Growth Allocation Strategy		I		0.20	%
		A		0.50	%
		B		0.95	%
		C		1.20	%

EXPENSE LIMITATION AGREEMENT
SCHEDULE A
(CONTINUED)

	SHARE		EXPENSE
FUND	CLASS		LIMITATION
Moderate Allocation Strategy		I		0.20	%
		A		0.50	%
		B		0.95	%
		C		1.20	%
Seix Global Strategy Fund		I		0.83	%
		A		1.13	%
Institutional Cash Management Money Market Fund	Institutional			0.17	%
Institutional Municipal Cash Reserve Money Market Fund	Institutional			0.20	%
Institutional U.S. Government Securities Money Market Fund	Institutional			0.20	%
Institutional U.S. Treasury Securities Money Market Fund	Institutional			0.20	%
	Corporate Trust			0.45	%

SCHEDULE B

FUND NAME	ADVISER
Aggressive Growth Allocation Strategy	RidgeWorth Capital Management, Inc.
Conservative Allocation Strategy	RidgeWorth Capital Management, Inc.
Growth Allocation Strategy	RidgeWorth Capital Management, Inc.
Moderate Allocation Strategy	RidgeWorth Capital Management, Inc.

FUND NAME	SUBADVISER
International Equity 130/30 Fund	Alpha Equity Management LLC
Real Estate 130/30 Fund	Alpha Equity Management LLC
U.S. Equity 130/30 Fund	Alpha Equity Management LLC
Seix Global Strategy Fund	Seix Investment Advisors LLC
Institutional Cash Management Money Market	StableRiver Capital Management LLC
Institutional Municipal Cash Reserve Money Market	StableRiver Capital Management LLC
Institutional U.S. Government Securities Money Market	StableRiver Capital Management LLC
Institutional U.S. Treasury Securities Money Market	StableRiver Capital Management LLC

EX-99.28.D7

Exhibit (d)(7)

EXPENSE LIMITATION AGREEMENT

EXPENSE LIMITATION AGREEMENT made as of the 1st day of August 2010 by and between RidgeWorth Funds (the “Trust”), a Massachusetts business trust, RidgeWorth Capital Management Inc. (the “Adviser”) and each investment subadviser listed on Schedule B (“Subadviser”) with respect to the series of the Trust (the “Funds”) set forth on Schedule B.

The Adviser and each Subadviser hereby agree to waive their fees and reimburse expenses to the extent necessary to limit total operating expenses, based on a percentage of the average daily net assets of each Fund, (excluding interest, taxes, brokerage commissions, substitute dividend expenses on securities sold short, extraordinary expenses, estimated indirect expenses attributable to investments in other investment companies and other expenses not incurred in the ordinary course of business) for Funds set forth on Schedule A to the levels set forth on Schedule A until August 1, 2011.

For the Institutional Cash Management Money Market Fund, Institutional Municipal Cash Reserve Money Market Fund, Institutional U.S. Government Securities Money Market Fund, Institutional U.S. Treasury Securities Money Market Fund, Large Cap Quantitative Equity Fund, Emerging Growth Stock Fund, High Grade Municipal Bond Fund, and Short-Term U.S. Treasury Securities Fund, the total advisory fees waived shall be borne 60% by the Adviser and 40% by each Subadviser.

For the Seix Global Strategy Fund, International Equity 130/30 Fund, Real Estate 130/30 Fund, and, U.S. Equity 130/30 Fund, the total advisory fees waived shall be borne 40% by the Adviser and 60% by each Subadviser.

If at any point before August 1, 2013, it becomes unnecessary for the Adviser or Subadviser to waive fees and make reimbursements for a particular Fund, the Adviser and the Subadviser may retain the difference between the Total Annual Fund Operating Expenses of that Fund and the applicable expense cap set forth on Schedule A to recapture any of its prior waivers or reimbursements.

The Trust acknowledges that the Adviser may engage in brokerage transactions using Fund assets with brokers who agree to pay a portion of the Fund’s expenses, and that the Adviser’s guarantee of Fund expense ratios takes into account these expenses-limiting arrangements.

This Agreement shall terminate, without payment of any penalty, upon: (1) termination of the Investment Advisory Agreement with the Adviser or (2) written notice to the Adviser by the Trust.

IN WITNESS WHEREOF, the parties hereto have caused this Expense Limitation Agreement to be executed as of the day and year first written above.

RIDGEWORTH FUNDS	RIDGEWORTH CAPITAL MANAGEMENT, INC.
By:	By:
Name:	Name:
Title:	Title:

ALPHA EQUITY MANAGEMENT LLC (with respect to the International Equity 130/30 Fund, Real Estate 130/30 Fund and U.S. Equity 130/30 Fund)

By:

Name:

Title:

CERTIUM ASSET MANAGEMENT LLC (with respect to the Large Cap Quantitative Equity Fund)

By:

Name:

Title:

ZEVENBERGEN CAPITAL INVESTMENTS LLC (with respect to the Emerging Growth Stock Fund)

By:

Name:

Title:

SEIX INVESTMENT ADVISORS LLC (with respect to the Seix Global Strategy Fund)

By:

Name:

Title:

STABLERIVER CAPITAL MANAGEMENT LLC (with respect to the Short-Term U.S. Treasury Securities Fund, High Grade Municipal Bond Fund, Institutional Cash Management Money Market Fund, the Institutional Municipal Cash Reserve Fund, Institutional U.S. Government Securities Money Market Fund, and Institutional U.S. Treasury Securities Money Market Fund)

By:

Name:

Title:

EXPENSE LIMITATION AGREEMENT
SCHEDULE A

	SHARE		EXPENSE
FUND	CLASS		LIMITATION
International Equity 130/30 Fund		I		1.55	%
		A		1.85	%
Real Estate 130/30 Fund		I		1.45	%
		A		1.75	%
U.S. Equity 130/30 Fund		I		1.30	%
		A		1.60	%
Large Cap Quantitative Equity		I		0.97	%
		A		1.22	%
Emerging Growth Stock Fund		I		1.24	%
		A		1.54	%
Aggressive Growth Allocation Strategy		I		0.20	%
		A		0.50	%
		B		0.95	%
		C		1.20	%
Conservative Allocation Strategy		I		0.20	%
		A		0.50	%
		B		0.95	%
		C		1.20	%
Growth Allocation Strategy		I		0.20	%
		A		0.50	%
		B		0.95	%
		C		1.20	%
Moderate Allocation Strategy		I		0.20	%
		A		0.50	%
		B		0.95	%
		C		1.20	%
Seix Global Strategy Fund		I		0.83	%
		A		1.13	%
Short-Term U.S. Treasury Securities Fund		I		0.55	%
		A		0.73	%
		C		1.55	%
High Grade Municipal Bond Fund		I		0.65	%
		A		0.80	%

	SHARE	EXPENSE
FUND	CLASS	LIMITATION
Institutional Cash Management Money Market Fund	Institutional		0.17	%
Institutional Municipal Cash Reserve Money Market Fund	Institutional		0.20	%
Institutional U.S. Government Securities Money Market Fund	Institutional		0.20	%
Institutional U.S. Treasury Securities Money Market Fund	Institutional		0.20	%
	Corporate Trust		0.45	%

SCHEDULE B

FUND NAME	ADVISER
Aggressive Growth Allocation Strategy	RidgeWorth Capital Management, Inc.
Conservative Allocation Strategy	RidgeWorth Capital Management, Inc.
Growth Allocation Strategy	RidgeWorth Capital Management, Inc.
Moderate Allocation Strategy	RidgeWorth Capital Management, Inc.

FUND NAME	SUBADVISER
International Equity 130/30 Fund	Alpha Equity Management LLC
Real Estate 130/30 Fund	Alpha Equity Management LLC
U.S. Equity 130/30 Fund	Alpha Equity Management LLC
Large Cap Quantitative Equity Fund	Certium Asset Management LLC
Emerging Growth Stock Fund	Zevenbergen Capital Investments LLC
Seix Global Strategy Fund	Seix Investment Advisors LLC
Short-Term U.S. Treasury Securities Fund	StableRiver Capital Management LLC
High Grade Municipal Bond Fund	StableRiver Capital Management LLC
Institutional Cash Management Money Market	StableRiver Capital Management LLC
Institutional Municipal Cash Reserve Money Market	StableRiver Capital Management LLC
Institutional U.S. Government Securities Money Market	StableRiver Capital Management LLC
Institutional U.S. Treasury Securities Money Market	StableRiver Capital Management LLC

EX-99.28.E2

Exhibit (e)(2)

FIRST AMENDMENT TO
RIDGEWORTH FUNDS DISTRIBUTION AGREEMENT

     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”).

     WHEREAS, the Trust has terminated C Share classes for certain of the Funds and has converted other C Share classes to R Share classes for certain other series of the Trust and the Trust and Distributor now desire to update Schedule A of the Agreement to reflect such changes.

     NOW THEREFORE, the Trust and Distributor hereby agree as follows:

1. As of the Effective Date, Schedule A to the Agreement is amended and restated as provided on Exhibit A attached hereto.

2. Except as expressly amended hereby, all of the provisions of the Agreement shall remain unamended and in full force and effect to the same extent as if fully set forth herein.

3. This Amendment shall be governed by, and the provisions of this Amendment shall be construed and interpreted under and in accordance with, the laws of the Commonwealth of Massachusetts.

RIDGEWORTH FUNDS
By:	/s/ Julia Short
Name:	Julia Short
Title:	President and CEO
RIDGEWORTH DISTRIBUTORS LLC
By:	/s/ Richad J. Berthy
Name:	Richard J. Berthy
Title:	Vice President

1 

Exhibit A

SCHEDULE A

TO THE DISTRIBUTION AGREEMENT
BETWEEN RIDGEWORTH FUNDS
AND RIDGEWORTH DISTRIBUTORS LLC

FUNDS	SHARES
Aggressive Growth Stock Fund	A, I
Aggressive Growth Allocation Strategy	A, B, C, I
Conservative Allocation Strategy	A, B, C, I
Corporate Bond Fund	A, C, I
Institutional Cash Management Money Market Fund	Institutional
Institutional Municipal Cash Reserve Money Market Fund	Institutional
Institutional U.S. Government Securities Money Market Fund	Institutional
Institutional U.S. Treasury Securities Money Market Fund	Institutional, Corporate Trust
Emerging Growth Stock Fund	A, I
Georgia Tax-Exempt Bond Fund	A, I
Growth Allocation Strategy	A, B, C, I
High Grade Municipal Bond Fund	A, I
High Income Fund	A, I, R
Intermediate Bond Fund	A, I, R
International Equity Fund	A, I
International Equity Index Fund	A, I
International Equity 130/30 Fund	A, I
Investment Grade Bond Fund	A, I, R
Investment Grade Tax-Exempt Bond Fund	A, I
Large Cap Core Equity Fund	A, C, I
Large Cap Growth Stock Fund	A, C, I
Large Cap Quantitative Equity Fund	A, I
Large Cap Value Equity Fund	A, C, I
Limited Duration Fund	I
Limited-Term Federal Mortgage Securities Fund	A, C, I
Maryland Municipal Bond Fund	A, I
Mid-Cap Core Equity Fund	A, C, I
Mid-Cap Value Equity Fund	A, C, I
Moderate Allocation Strategy	A, B, C, I
North Carolina Tax-Exempt Bond Fund	A, I
Prime Quality Money Market Fund	A, C, I
Real Estate 130/30 Fund	A, I
Select Large Cap Growth Stock Fund	A, C, I
Seix Floating Rate High Income Fund	A, C, I
Seix Global Strategy Fund	A, I
Seix High Yield Fund	A, I, R
Short-Term Bond Fund	A, C, I
Short-Term U.S. Treasury Securities Fund	A, C, I
Small Cap Growth Stock Fund	A, C, I
Small Cap Value Equity Fund	A, C, I

FUNDS	SHARES
Tax-Exempt Money Market Fund	A, I
Total Return Bond Fund	A, I, R
U.S. Equity 130/30 Fund	A, I
U.S. Government Securities Fund	A, C, I
U.S. Government Securities Money Market Fund	A, I
U.S. Government Securities Ultra-Short Bond Fund	I
U.S. Treasury Money Market Fund	A, I
Ultra-Short Bond Fund	I
Virginia Intermediate Municipal Bond Fund	A, I
Virginia Tax-Free Money Market Fund	A, I

EX-99.28.G9

Exhibit (g)(9)

AMENDMENT TO CUSTODIAN AGREEMENT

     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.

     WHEREAS, the Trust and the Custodian previously entered into a Custodian Agreement, dated as of February 1, 1994, as amended October 1, 2002, July 1, 2003, November 25, 2003, August 19, 2005 and March 31, 2008 (the “Agreement”); and

     WHEREAS, the Agreement provides that the Custodian may deposit certain securities with any sub-custodian used by the Bank; and

     WHEREAS, the parties desire to amend the Agreement to specifically provide for reimbursement for expenses incurred by the Custodian that are associated with certain custody services provided by a sub-custodian of the Custodian with respect to the Trust;

     NOW, THEREFORE, the parties to this Amendment, intending to be legally bound, agree as follows:

     1. Section 5 of the Agreement is hereby supplemented with:

In the event that any payment made for the Trust under this Section 5 exceeds the monies available in a Fund’s account, the Bank may, in its discretion, advance the Trust on behalf of that Fund an amount equal to such excess and such advance shall be deemed an overdraft from the Bank to the Trust payable on demand (“Overdraft”) and bearing interest at a rate equivalent to the rate charged by the Federal Reserve Bank plus 1.00% (100 basis points) on each such Overdraft.

     2. Any term used but not defined in this Amendment shall have the meaning set forth in the Agreement.

     IN WITNESS WHEREOF, the parties have duly executed this Amendment to the Agreement on the date first above written.

RIDGEWORTH FUNDS		SUNTRUST BANKS INC.
By:	/s/ Julia Short	By:	/s/ Gary R. Schulte
Name:	Julia R. Short	Name:	Gary R. Schulte
Title:	President	Title:	Senior Vice President

EX-99.28.H11

Exhibit (h)(11)

AMENDMENT TO
MASTER SERVICES AGREEMENT

     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.

          WHEREAS, pursuant to the Agreement, Citi performs certain administration, fund accounting and transfer agency services for the investment portfolios of the Trust (individually referred to herein as a “Fund” and collectively as the “Funds”);

          WHEREAS, the parties wish for Citi to perform accounting services with respect to certain collateral pool assets owned by the Trust, for additional consideration;

          NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter contained and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Trust and Citi hereby agree as follows:

1. Amendments.

(a)	The following is added to the end of Section 2:
	“Notwithstanding anything in the Agreement to the contrary, the parties agree that the accounting services performed by Citi for the collateral pool assets owned by the Trust (the “Collateral Assets”) shall not be subject to Schedule F.
(b)	The following is added to the end of Schedule C:

     “(d) Citi shall also perform the following accounting services for the Collateral Assets:

(a) Citi will keep and maintain the following books and records of the Collateral Assets pursuant to Rule 31a-1 (the “Rule”) under the 1940 Act:

1. Journals containing an itemized daily record in detail of all purchases and sales of securities, all receipts and disbursements of cash and all other debits and credits, as required by subsection (b)(1) of the Rule;

2.	General and auxiliary ledgers reflecting all asset, liability, reserve, capital, income and expense accounts, including interest accrued and interest received, as required by subsection (b)(2)(i) of the Rule;
3.	Separate ledger accounts required by subsection (b)(2)(ii) and (iii) of the Rule; and
4.	A monthly trial balance of all ledger accounts (except shareholder accounts) as required by subsection (b)(8) of the Rule.

(b) In addition to the maintenance of the books and records specified above, Citi shall perform the following accounting services for the Collateral Assets:

1.	Allocate income and expense and calculate the net asset value per share (“NAV”) of the Collateral Assets in accordance with the Valuation Procedures;
2.	Apply securities pricing information as required or authorized under the terms of the Valuation Procedures, including (A) pricing information from independent pricing services, with respect to securities for which market quotations are readily available, (B) if applicable to the Collateral Assets, fair value pricing information or adjustment factors from Fair Value Information Vendors with respect to securities for which market quotations are not readily available, for which a significant event has occurred following the close of the relevant market but prior to the Collateral Assets’ pricing time, or which are otherwise required to be made subject to a fair value determination under the Valuation Procedures, and (C) prices obtained from the Collateral Assets’ investment adviser or other designee, as approved by the Board;
3.	Verify and reconcile with the Collateral Assets’ custodian all daily trade activity;
4.	Compute, as appropriate, the Collateral Assets’ net income and capital gains, dividend payables, dividend factors, 7-day yields, 7-day effective yields, 30-day yields, and weighted average portfolio maturity; (and other yields or standard or non-standard performance information as mutually agreed);
5.	Review daily the net asset value calculation and dividend factor (if any) for each Fund, check and confirm the net asset values and dividend factors for reasonableness and deviations;
6.	Report to the Trust the market pricing of securities in the Collateral Assets, with the comparison to the amortized cost basis;

7.	Determine and report unrealized appreciation and depreciation on securities held in variable net asset value funds;
8.	Amortize premiums and accrete discounts on fixed income securities purchased at a price other than face value, if requested by the Trust;
9.	Update fund accounting system to reflect rate changes, as received from the Collateral Assets’ investment adviser, on variable interest rate instruments;
10.	Post Collateral Assets transactions to appropriate categories;
11.	Accrue expenses of each Fund according to instructions received from the Trust’s Administrator, and submit changes to accruals and expense items to authorized officers of the Trust (who are not Citi employees) for review and approval;
12.	Determine the outstanding receivables and payables for all (1) security trades, and (2) income and expense accounts;
13.	Provide such periodic reports as the parties shall agree upon, as set forth in a separate schedule.
14.	Provide a representative (in a non-voting capacity) for the Trust’s Pricing Committee, if any; and
15.	Assist the Trust in identifying instances where market prices are not readily available, or are unreliable, within parameters set forth in the Trust’s Valuation Procedures.

(c) Citi shall also perform the following additional accounting services for each Fund:

1. Make available a hard copy of the unaudited financial statements described below, upon request of the Trust. The unaudited financial statements will include the following items:

A.	Unaudited Statement of Assets and Liabilities,
B.	Unaudited Statement of Operations,
C.	Unaudited Statement of Changes in Net Assets, and
D.	Unaudited Condensed Financial Information

2. Calculate expense ratio.

3.	Provide daily cash report.
4.	Maintain and report security positions and transactions in accounting system.
5.	Maintain list of failed trades.
6.	Provide unrealized gain/loss report.”
(c)	The following is added prior to the paragraph entitled, “CPI Adjustment” on Schedule E:

     “The Trust shall pay Citi an additional fee .25bp or an annual minimum of $25,000 per year, payable monthly, for accounting services related to the Pool Account.”

(d)	The following is added after the first paragraph of Section 18:
	Schedule F shall not apply

     2. Representations and Warranties.

     (a) The Trust represents (i) that it has full power and authority to enter into and perform this Amendment, (ii) that this Amendment, and all information relating thereto has been presented to and reviewed by the Board of Trustees of the Trust (the “Board”), and (iii) that the Board has approved this Amendment.

     (b) Citi represents that it has full power and authority to enter into and perform this Amendment.

     3. Miscellaneous.

     (a) This Amendment supplements and amends the Agreement. The provisions set forth in this Amendment supersede all prior negotiations, understandings and agreements bearing upon the subject matter covered herein, including any conflicting provisions of the Agreement or any provisions of the Agreement that directly cover or indirectly bear upon matters covered under this Amendment.

     (b) Each reference to the Agreement in the Agreement (as it existed prior to this Amendment) and in every other agreement, contract or instrument to which the parties are bound, shall hereafter be construed as a reference to the Agreement as amended by this Amendment. Except as provided in this Amendment, the provisions of the Agreement remain in full force and effect. No amendment or modification to this Amendment shall be valid unless made in writing and executed by both parties hereto.

     (c) Paragraph headings in this Amendment are included for convenience only and are not to be used to construe or interpret this Amendment.

     (d) This Amendment may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed all as of the day and year first above written.

RIDGEWORTH FUNDS
By:	/s/ Julia Short
Name:	Julia Short
Title:	President
Date:	1/16/09
CITI FUND SERVICES OHIO, INC.
By:	/s/ Fred Naddaff
Name:	Fred Naddaff
Title:	President
Date:	1/26/09

EX-99.28.H12

Exhibit (h)(12)

AMENDMENT TO
MASTER SERVICES AGREEMENT

     AMENDMENT made as of the 20^th 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.

          WHEREAS, pursuant to the Agreement, Citi performs certain administration, fund accounting and transfer agency services for the investment portfolios of the Trust (individually referred to herein as a “Fund” and collectively as the “Funds”);

          WHEREAS, the parties wish to adjust certain services or fee waivers provided by Citi to the Trust;

          NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter contained and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Trust and Citi hereby agree as follows:

1.	Amendments.
	(a) Schedule E of the Agreement shall be amended by deleting the following:
	“Citi agrees to provide the Trust with additional services and/or fee waivers of approximately $950,000 per year. The services shall include the shareholder services listed on Schedule D expected to be approximately $275,000 per year; a subscription to AccessData for the benefit of the Trust as set forth in the Amendment to this Agreement dated November 18, 2005 expected to be approximately $125,000 per year; as well as certain of the Trust’s legal expenses as set forth on this Schedule E, expected to total approximately $250,000 to $350,000 annually.
	Finally, Citi will annually waive a portion of the asset-based fees set forth on this Schedule E. Such waiver is expected to total approximately $200,000 to $300,000 annually.”

(b) Schedule E of the Agreement will be amended by adding the following:

“Citi agrees to provide the Trust with additional services and/or fee waivers of approximately $950,000 per year. The services shall include the shareholder services listed on Schedule D expected to be approximately $275,000 per year; as well as certain of the Trust’s legal expenses as set forth on this Schedule E, expected to total approximately $250,000 to $350,000 annually.

Finally, Citi will annually waive a portion of the asset-based fees set forth on this Schedule E. Such waiver is expected to total approximately $325,000 to $425,000 annually.”

2. Representations and Warranties.

     (a) The Trust represents (i) that it has full power and authority to enter into and perform this Amendment, (ii) that this Amendment, and all information relating thereto has been presented to and reviewed by the Board of Trustees of the Trust (the “Board”), and (iii) that the Board has approved this Amendment.

     (b) Citi represents that it has full power and authority to enter into and perform this Amendment.

3. Miscellaneous.

     (a) This Amendment supplements and amends the Agreement. The provisions set forth in this Amendment supersede all prior negotiations, understandings and agreements bearing upon the subject matter covered herein, including any conflicting provisions of the Agreement or any provisions of the Agreement that directly cover or indirectly bear upon matters covered under this Amendment.

     (b) Each reference to the Agreement in the Agreement (as it existed prior to this Amendment) and in every other agreement, contract or instrument to which the parties are bound, shall hereafter be construed as a reference to the Agreement as amended by this Amendment. Except as provided in this Amendment, the provisions of the Agreement remain in full force and effect. No amendment or modification to this Amendment shall be valid unless made in writing and executed by both parties hereto.

     (c) Paragraph headings in this Amendment are included for convenience only and are not to be used to construe or interpret this Amendment.

     (d) This Amendment may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.

* * * * *

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed all as of the day and year first above written.

RIDGEWORTH FUNDS
By:	/s/ Julia Short
Name:	Julia Short
Title:	President and CEO
CITI FUND SERVICES OHIO, INC.
By:	/s/ Fred Naddaff
Name:	Fred Naddaff
Title:	President

EX-99.28.H15

Exhibit (h)(15)

SHAREHOLDER SERVICE PLAN AND AGREEMENT
STI Classic Funds
Corporate Trust Shares

     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.

Section 1. SunTrust will provide, or will enter into written agreements in the form attached hereto with service providers pursuant to which the service providers will provide, one or more of the following shareholder services to Clients who may from time to time beneficially own Shares:

(i)	maintaining accounts relating to Clients that invest in Shares;
(ii)	providing information periodically to Clients showing their positions in Shares;
(iii)	arranging for bank wires;
(iv)	responding to Client inquiries relating to the services performed by SunTrust or any service provider;
(v)	responding to inquiries from Clients concerning their investments in Shares;
(vi)	forwarding shareholder communications from the Trust (such as proxies, shareholder reports, annual and semi-annual financial statements and dividend, distribution and tax notices) to Clients;
(vii)	processing purchase, exchange and redemption requests from Clients and placing such orders with the Trust or its service providers;
(viii)	assisting Clients in changing dividend options, account designations, and addresses;
(ix)	providing subaccounting services with respect to Shares beneficially owned by Clients;

(x)	processing dividend payments from the Trust on behalf of Clients; and
(xi)	providing such other similar services as the Tmst may reasonably request to the extent that SunTrust and/or the service provider is permitted to do so under applicable laws or regulations.

Section 2.	SunTrust will provide all office space and equipment, telephone facilities and personnel (which may be part of the space, equipment and facilities currently used in SunTrust’s business, or any personnel employed by SunTrust) as may be reasonably necessary or beneficial in order to fulfill its responsibilities under this Agreement.
Section 3.	Neither SunTrust nor any of its officers, employees, or agents is authorized to make any representations concerning the Trust or the Shares except those contained in the Trust’s then-current prospectus or Statement of Additional Information for the Shares, copies of which will be supplied to SunTrust, or in such supplemental literature or advertising as may be authorized in writing.
Section 4.	For purposes of this Agreement, SunTrust and each service provider will be deemed to be independent contractors, and will have no authority to act as agent for the Trust in any matter or in any respect. By its written acceptance of this Agreement, SunTrust agrees to and does release, indemnify, and hold the Trust harmless from and against any and all direct or indirect liabilities or losses resulting from requests, directions, actions, or inactions of or by SunTrust or its officers, employees, or agents regarding SunTrust’s responsibilities under this Agreement, the provision of the aforementioned services to Clients by SunTrust or any service provider, or the purchase, redemption, transfer, or registration of Shares (or orders relating to the same) by or on behalf of Clients. SunTrust and its officers and employees will, upon request, be available during normal business hours to consult with representatives of the Trust or its designees concerning the performance of SunTrust’s responsibilities under this Agreement.
Section 5.	In consideration of the services and facilities to be provided by SunTrust or any service provider, each Fund that has issued Shares will pay to SunTrust a fee, as agreed from time to time, at an annual rate of up to 0.25% (twenty-five basis points) of the average net asset value of the Shares of each Fund, which fee will be computed daily and paid monthly. The Trust may, in its discretion and without notice, suspend or withdraw the sale of Shares of any Fund, including the sale of Shares to any service provider for the account of any Client or Clients. SunTrust may waive all or any portion of its fee from time to time.
Section 6.	The Trust may enter into other similar servicing agreements with any other person or persons without SunTrust’s consent.

Section 7.	By its written acceptance of this Agreement, SunTnist represents, warrants, and agrees that the services provided by SunTrust under this Agreement will in no event be primarily intended to result in the sale of Shares.
Section 8.	This Agreement will become effective on the date a fully executed copy of this Agreement is received by the Trust or its designee and shall continue until terminated by either party. This Agreement is terminable with respect to the Shares of any Fund, without penalty, at any time by the Trust or by SunTrust upon written notice to the Trust.
Section 9.	All notices and other communications to either the Trust or to SunTrust will be duly given if mailed, telegraphed, telefaxed, or transmitted by similar communications device to the appropriate address stated herein, or to such other address as either party shall so provide the other.
Section 10.	This Agreement will be construed in accordance with the laws of the Commonwealth of Massachusetts and may not be “assigned” by either party thereto as that term is defined in the Investment Company Act of 1940.
Section 11.	References to the “STI Classic Funds,” the “Trust,” and the “Trustees” of the Trust refer respectively to the Trust created and the Trustees as trustees, but not individually or personally, acting from time to time under the Declaration of Trust of the Trust dated January 15, 1992, a copy of which is on file with the Secretary of State of the Commonwealth of Massachusetts and at the Trust’s principal office. The obligations of the Trust entered into in the name or on behalf thereof by any of the Trustees, officers, representatives, or agents are made not individually, but in such capacities, and are not binding upon any of the Trustees, shareholders, officers, representatives, or agents of the Trust personally. Further, any obligations of the Trust with respect to any one Fund shall not be binding upon any other Fund.

     By their signatures, the Trust and SunTrust agree to the terms of this Agreement.

STI CLASSIC FUNDS		SUNTRUST BANK
Attn: Legal Department		Attn: Geri K. Kail
One Freedom Valley Drive		225 E. Robinson Street, Suite 250
Oaks, Pennsylvania 19456		Orlando, Florida 32801
By:	/s/ Lydia A. Gavalis	By:	/s/ Geri K. Kail
	Lydia A. Gavalis		Geri K. Kail
Dated.	6/1/1999	Dated:	6/1/199

EX-99.28.H16

Exhibit (h)(16)

FIRST AMENDMENT TO THE SHAREHOLDER SERVICE PLAN AND AGREEMENT

     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”).

WITNESSETH:

WHEREAS, the Trust and SunTrust desire to amend the Agreement, to reflect the current name and address of the Trust.

NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the parties hereby agree as follows:

1.	The name of the STI Classic Funds is RidgeWorth Funds and its main business address is 3435 Stelzer Road, Columbus, OH, 43219.
2.	The first sentence in Section 11 is hereby replaced with the following (all other information remains unchanged):

“References to the “RidgeWorth Funds,” the “Trust,” and the “Trustees” of the Trust refer respectively to the Trust created and the Trustees as trustees, but not individually or personally, acting from time to time under the Declaration of Trust dated January 15, 1992 and amended on March 31, 2008, a copy of which is on file with the Secretary of State of the Commonwealth of Massachusetts and at the Trust’s principal office.”

3. Except as specifically amended hereby, the Agreement remains in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Agreement to be signed by their respective duly authorized officers as of the day and year above written.

RIDGEWORTH FUNDS
By:	/s/ Julia Short Name: Julia Short
	Title: President and CEO
SUNTRUST BANK
By:	/s/ Brenda C. Seliga Name: Brenda C. Seliga
	Title: Senior Vice President

EX-99.28.H21

Exhibit (h)(21)

EXECUTION COPY

FIRST AMENDMENT
TO
AMENDED AND RESTATED
SECURITIES LENDING MANAGEMENT AGREEMENT

     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.

     In consideration of the mutual representations, warranties and covenants contained in the Agreement, the parties hereto hereby agree as follows:

     The first sentence of Paragraph 12(b) is deleted in its entirety and is replaced with the following:

     “Subject to Section 9 hereof, this Agreement shall continue unless terminated earlier by either party upon delivery to the other party of a written notice, which shall be delivered no less than 90 days prior to the then effective termination date.”

     Except as otherwise set forth herein, the Agreement shall remain unchanged and in full force and effect. From and after the date hereof, any reference to the Agreement shall be a reference to the Agreement as amended hereby.

     This Amendment may be executed in one or more counterparts, all of which taken together shall constitute one instrument. This Amendment may be delivered by the exchange of facsimile copies of the executed counterparts with the same effect as if the parties had exchanged executed original counterparts.

     THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed and delivered as of the day and year first written above.

CREDIT SUISSE,		RIDGEWORTH FUNDS
NEW YORK BRANCH
By:	/s/ Gene Gomelli	By:	/s/ Julia Short
Name: Gene Gomelli		Name: Julia Short
Title: Authorized Signatory		Title: President
By:	/s/ Constance Sailer
Name: Constance Sailer:
Title: Authorized Signatory

ANNEX B TO SECURITIES LENDING MANAGEMENT AGREEMENT List of Lenders

RidgeWorth Funds:
Aggressive Growth Stock Fund
Emerging Growth Stock Fund
High Income Fund
Intermediate Bond Fund
International Equity Fund
International Equity Index Fund
Investment Grade Bond Fund
Large Cap Core Equity Fund
Large Cap Growth Stock Fund
Large Cap Value Equity Fund
Limited-Term Federal Mortgage Securities Fund
Mid-Cap Core Equity Fund
Mid-Cap Value Equity Fund
Seix High Yield Fund
Select Large Cap Growth Stock Fund
Short-Term Bond Fund
Short-Term U.S. Treasury Securities Fund
Small Cap Growth Stock Fund
Small Cap Value Equity Fund
Strategic Income Fund
Total Return Bond Fund
U.S. Government Securities Fund
U.S. Government Securities Ultra-Short Bond Fund
Ultra-Short Bond Fund

EX-99.28.H22

Exhibit (h)(22)

SHAREHOLDER SERVICE FEE ALLOCATION AGREEMENT

     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.

     WHEREAS, the Trust and/or RidgeWorth may enter into agreements with certain intermediaries, as may be listed in the schedule(s) to this Agreement from time to time (each an “Intermediary”), that provide recordkeeping and other administrative services to the beneficial owners of shares of series of the Trust (each a “Fund;” collectively the “Funds”) purchased through the Intermediary;

     WHEREAS, each Intermediary may request compensation for providing these shareholder services on behalf of the Trust (“Shareholder Service Fee”);

     WHEREAS, RidgeWorth expects that to a certain extent and in certain cases it will benefit from the lower administrative expenses expected to result from the services performed by each Intermediary; and

     WHEREAS, RidgeWorth accordingly may desire to contribute to the compensation to each Intermediary for providing shareholder services on behalf of the Trust from its own funds, derived from its bona fide profits, rather than have the Trust bear the total costs of such compensation.

     NOW, THEREFORE, in consideration of the mutual premises herein contained, the parties agree as follows:

1.

Fee Allocation. With respect to a Fund, the Trust and RidgeWorth each agree to pay its portion of the Shareholder Service Fee to an Intermediary as set forth in the relevant schedule to this Agreement, which fee does not include any amount otherwise paid by the Fund or its distributor to the Intermediary pursuant to Rule 12b-1 under the Investment Company Act of 1940. If RidgeWorth ceases to act as investment adviser to a Fund, the Fund will pay the Shareholder Service Fee to the extent permitted by law; however, RidgeWorth and the Trust each will use reasonable best efforts to find legally permissible alternative arrangements other than RidgeWorth or the Fund to pay the portion of such Shareholder Service Fee that had been allocated to RidgeWorth pursuant to this Agreement.

2.

Representations and Warranties. Each party represents that it is free to enter into this Agreement and that by doing so it will not breach or otherwise impair any other agreement or understanding with any other person or entity.

3.	Termination. As to a particular schedule, this Agreement will terminate automatically in the event of the termination of the agreement with the Intermediary that is the subject of the schedule; provided that, if the agreement with the Intermediary provides for the survival of payment obligations with respect to existing shares, the Trust and, for so long as it acts as investment adviser to a Fund, RidgeWorth shall continue to pay its portion of the Shareholder Service Fee as required by this Agreement and the agreement with the Intermediary.
4.	Indemnification. Each party agrees to indemnify, defend, and hold harmless the other party so that no party will have liability arising out of or relating to any payment of, or failure to pay, the other party’s portion of the Shareholder Service Fee.
5.	Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Georgia applicable to agreements fully executed and to be performed therein.
6.	Survival. In addition to the continuing payment provision contained in Section 3 hereof, the provisions of Section 1 hereof shall also survive the termination of this Agreement.
7.	Modification. This Agreement may be modified or amended, and the terms of this Agreement may be waived, only by a writing signed by each of the parties.

     IN WITNESS WHEREOF, the undersigned have each executed this Agreement as of the date first written above.

RIDGEWORTH FUNDS

By:	/s/ Julia Short
Print Name: Julia Short
Title: President and CEO

RIDGEWORTH CAPITAL MANAGEMENT, INC.

By:	/s/ John H. Stebbins
Print Name: John H. Stebbins
Title: Managing Director and CFO

EX-99.28.M1

Exhibit (m)(1)

RIDGEWORTH FUNDS

DISTRIBUTION AND SERVICE PLAN
A Shares

     WHEREAS, RidgeWorth Funds (the “Trust”) is engaged in business as an open-end investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”); and

     WHEREAS, the Trustees of the Trust have determined that there is a reasonable likelihood that the following Distribution and Service Plan (the “Plan”) will benefit the Trust and the owners of the A Shares of the portfolios (“Shareholders”) of the Trust;

     NOW, THEREFORE, the Trustees of the Trust hereby adopt this Plan pursuant to Rule 12b-1 under the 1940 Act and in accordance with the Trust’s Rule 18f-3 Multiple Class Plan:

     Section 1. The Trust has adopted this Plan to enable the Trust to directly or indirectly bear expenses related to (a) the distribution and sale of A Shares (collectively, the “Shares”) of the portfolios of the Trust, as now in existence or hereinafter created from time to time, (each a “Portfolio”), and (b) the shareholder servicing of such Shares.

     Section 2. The Shares of each Portfolio are authorized to pay the principal underwriter of the Shares (the “Distributor”) a total fee in connection with distribution-related services and shareholder servicing provided in respect of such class, calculated and payable monthly, at the annual rate set forth on Schedule A attached hereto.

     Section 3. Distribution Activities.

(a) The fee paid pursuant to Section 2 may be used by the Distributor to provide initial and ongoing sales compensation to its investment executives and to other broker-dealers in respect of sales of Shares of the applicable Portfolios and to pay for other advertising and promotional expenses in connection with the distribution of the Shares. These advertising and promotional expenses include, by way of example but not way of limitation, costs of printing and mailing prospectuses, statements of additional information and shareholder reports to prospective investors; preparation and distribution of sales literature; advertising of any type; an allocation of overhead and other expenses of the Distributor related to the distribution of the Shares; and payments to, and expenses of, officers, employees or representatives of the Distributor, of other broker-dealers, banks or other financial institutions, and of any other persons who provide support services in connection with the distribution of the Shares, including travel, entertainment, and telephone expenses.

(b) Payments under this Plan are not tied exclusively to the expenses for distribution-related activities actually incurred by the Distributor, so that such payments may exceed expenses actually incurred by the Distributor. The Trust’s Board of Trustees will evaluate the appropriateness of the Plan and its payment terms on a continuing basis and in doing so will consider all relevant factors, including expenses borne by the Distributor and amounts it receives under the Plan.

(c) The Trust’s investment adviser and the Distributor may, at their option and in their sole discretion, make payments from their own resources to cover costs of additional distribution.

     Section 4. Shareholder Servicing Activities.

(a) A portion of the fee payable to the Distributor pursuant to Section 2 may be used by the Distributor to provide compensation for personal, ongoing servicing and/or maintenance of shareholder accounts with respect to the Shares of the applicable Portfolios, provided that the amount paid for such shareholder servicing activities does not exceed the amount set forth on Schedule A. Compensation may be paid by the Distributor, or any portion of the fee may be reallowed, to persons, including employees of the Distributor, and institutions who respond to inquiries of holders of the Shares regarding their ownership of Shares or their accounts with the Trust or who provide other administrative or accounting services not otherwise required to be provided by the Trust’s investment adviser, transfer agent, or other agent of the Trust. Notwithstanding the foregoing, if the National Association of Securities Dealers, Inc. (the “NASD”) adopts a definition of “service fee” for purposes of Section 26(d) of the NASD Rules of Fair Practice that differs from the definition of shareholder servicing activities in this paragraph, or if the NASD adopts a related definition intended to define the same concept, the definition of shareholder servicing activities in this paragraph shall be automatically amended, without further action of the parties, to conform to such NASD definition.

(b) Payments under this Plan are not tied exclusively to the expenses for shareholder servicing activities actually incurred by the Distributor, so that such payments may exceed expenses actually incurred by the Distributor. The Trust’s Board of Trustees will evaluate the appropriateness of the Plan and its payment terms on a continuing basis and in doing so will consider all relevant factors, including expenses borne by the Distributor and amounts it receives under the Plan.

(c) The Trust’s investment adviser and the Distributor may, at their option and in their sole discretion, make payments from their own resources to cover costs of additional shareholder servicing activities.

     Section 5. This Plan shall not take effect with respect to a Portfolio until it has been approved together with any related agreements, by votes of the majority of both (i) the Trustees of the Trust and (ii) the Qualified Trustees, cast in person at a Board of Trustees meeting called for the purpose of voting on this Plan or such agreement.

     Section 6. This Plan shall continue in effect for a period of more than one year after it takes effect only for so long as such continuance is specifically approved at least annually in the manner provided in Section 5 herein for the approval of this Plan.

     Section 7. Any person authorized to direct the disposition of monies paid or payable by the Trust pursuant to this Plan or any related agreement shall provide to the Trustees of the Trust, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made.

     Section 8. This Plan may be terminated at any time with respect to a Portfolio by the vote of a majority of the Qualified Trustees or by vote of a majority of the Portfolio’s outstanding Shares.

     Section 9. All agreements with any person relating to implementation of this Plan shall be in writing, and any agreement related to this Plan shall provide (a) that such agreement may be terminated at any time with respect to a Portfolio, without payment of any penalty, by the vote of a majority of the Qualified Trustees or by the vote of shareholders holding a majority of the Portfolio’s outstanding Shares, on not more than 60 days written notice to any other party to the agreement; and (b) that such agreement shall terminate automatically in the event of its assignment.

     Section 10. This Plan may not be amended to increase materially the amount of expenses permitted pursuant to Section 2 hereof without the approval of shareholders holding a majority of the outstanding Shares of the applicable Portfolio, and all material amendments to this Plan shall be approved in the manner provided in Section 5 herein for the approval of this Plan.

     Section 11. As used in this Plan, (a) the term “Qualified Trustees” shall mean those Trustees of the Trust who are not interested persons of the Trust, and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it, and (b) the terms “assignment” and “interested person” shall have the respective meanings specified in the 1940 Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission.

     Section 12. While this Plan is in effect, the selection and nomination of those Trustees who are not interested persons of the Trust within the meaning of Section 2(a) (19) of the 1940 Act shall be committed to the discretion of the Trustees then in office who are not interested persons of the Trust.

     Section 13 This Plan shall not obligate the Trust or any other party to enter into an agreement with any particular person.

Adopted May 17, 2005
Approved November 14, 2006
Revised March 31, 2008 – Name Change

EX-99.28.M2

Exhibit (m)(2)

SCHEDULE A
TO THE DISTRIBUTION AND SERVICE PLAN
CLASS A SHARES

Pursuant to Section 2, the Trust shall pay the Distributor compensation at which is calculated daily and paid monthly at an annual rate as set forth below.

				Maximum
				Shareholder
Portfolio	Fee			Services Fee
Aggressive Growth Stock Fund		.35	%		.25	%
Emerging Growth Stock Fund		.35	%		.25	%
Corporate Bond Fund (formerly, Strategic Income Fund)		.35	%		.25	%
Georgia Tax Exempt Bond Fund		.18	%		.15	%
High Grade Municipal Bond Fund		.18	%		.15	%
High Income Fund		.30	%		.25	%
Intermediate Bond Fund		.25	%		.25	%
International Equity Fund		.33	%		.25	%
International Equity Index Fund		.35	%		.25	%
International Equity 130/30 Fund		.35	%		.25	%
Investment Grade Bond Fund		.35	%		.25	%
Investment Grade Tax-Exempt Bond Fund		.35	%		.25	%
Large Cap Core Equity Fund		.25	%		.25	%
Large Cap Growth Stock Fund		.35	%		.25	%
Large Cap Quantitative Equity Fund		.25	%		.25	%
Large Cap Value Equity Fund		.33	%		.25	%
Aggressive Growth Allocation Strategy		.35	%		.25	%
Conservative Allocation Strategy		.35	%		.25	%
Growth Allocation Strategy		.35	%		.25	%
Moderate Allocation Strategy		.35	%		.25	%
Limited-Term Federal Mortgage Securities Fund		.23	%		.15	%
Maryland Municipal Bond Fund		.15	%		.15	%
Mid-Cap Core Equity Fund		.35	%		.25	%
Mid-Cap Value Equity Fund		.35	%		.25	%
North Carolina Tax-Exempt Bond Fund		.15	%		.15	%
Prime Quality Money Market Fund		.20	%		.15	%
Real Estate 130/30 Fund		.35	%		.25	%
Seix Floating Rate High Income Fund		.35	%		.25	%

				Maximum
				Shareholder
Portfolio	Fee			Services Fee
Seix Global Strategy Fund		.35	%		.25	%
Seix High Yield Fund		.25	%		.25	%
Select Large Cap Growth Fund		.35	%		.25	%
Short-Term Bond Fund		.23	%		.15	%
Short-Term U.S. Treasury Securities Fund		.18	%		.15	%
Small Cap Growth Stock Fund		.35	%		.25	%
Small Cap Value Equity Fund		.33	%		.25	%
Tax-Exempt Money Market Fund		.15	%		.15	%
Total Return Bond Fund (formerly, Core Bond Fund)		.25	%		.25	%
U.S. Equity 130/30 Fund		.35	%		.25	%
U.S. Government Securities Fund		.35	%		.25	%
U.S. Government Securities Money Market Fund		.17	%		.15	%
U.S. Treasury Money Market Fund		.15	%		.15	%
Virginia Intermediate Municipal Bond Fund		.15	%		.15	%
Virginia Tax-Free Money Market Fund		.20	%		.15	%

August 1, 2008
Revised May 29, 2009 (add Corporate Bond Fund, remove Life Vision Target Date Funds)
Revised August 1, 2009 (rename Life Vision Funds to Allocation Strategy Funds)

EX-99.28.M3

Exhibit (m)(3)

RIDGEWORTH FUNDS

DISTRIBUTION AND SERVICE PLAN
B Shares

WHEREAS, RidgeWorth Funds (the “Trust”) is engaged in business as an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Trustees of the Trust have determined that there is a reasonable likelihood that this Distribution and Service Plan (the “Plan”) will benefit the Trust and the owners of the B Shares of the portfolios of the Trust, as now in existence or hereinafter created from time to time (each a “Portfolio”).

NOW THEREFORE, the Trustees of the Trust hereby adopt this Plan pursuant to Rule 12b-1 under the 1940 Act.

SECTION 1. The Trust has adopted this Plan to enable the Trust to directly or indirectly bear expenses relating to (a) the distribution and sale of B Shares (the “Shares”) of the Portfolios and (b) the shareholder servicing of such Shares.

SECTION 2. Distribution Activities.

(a) The Shares of each Portfolio are authorized to pay the principal underwriter of the Shares (the “Distributor”) a total fee in connection with distribution-related services provided in respect of such class, calculated and payable monthly, at the annual rate of .75% of the value of the average daily net assets of such class. The services rendered by the Distributor for which the Distributor is entitled to receive this fee shall be deemed to have been completed at the time of the initial purchase of the Shares taken into account in computing the fee.

(b) The fee paid pursuant to this Section 2 may be used by the Distributor to provide initial and ongoing sales compensation to its investment executives and to other broker-dealers in respect of sales of Shares of the applicable Portfolios and to pay for other advertising and promotional expenses in connection with the distribution of the Shares. These advertising and promotional expenses include, by way of example but not way of limitation, costs of printing and mailing prospectuses, statements of additional information and shareholder reports to prospective investors; preparation and distribution of sales literature; advertising of any type; an allocation of overhead and other expenses of the Distributor related to the distribution of the Shares; and payments to, and expenses of, officers, employees or representatives of the Distributor, of other broker-dealers, banks or other financial institutions, and of any other persons who provide support services in connection with the distribution of the Shares, including travel, entertainment, and telephone expenses.

(c) Payments under this Section 2 of the Plan are not tied exclusively to the expenses for distribution-related activities actually incurred by the Distributor, so that such payments may exceed expenses actually incurred by the Distributor. The Trust’s Board of Trustees will evaluate the appropriateness of the Plan and its payment terms on a continuing basis and in doing so will consider all relevant factors, including expenses borne by the Distributor and amounts it receives under the Plan.

(d) The Trust’s investment adviser and the Distributor may, at their option and in their sole discretion, make payments from their own resources to cover costs of additional distribution.

(e) Notwithstanding anything to the contrary herein, the Distributor shall be paid the accrued fee pursuant to this Section 2 regardless of the Distributor’s termination as principal underwriter of the Shares or any termination of the Plan other than a complete termination of the Plan. In addition, the Trust’s obligation to pay the fee to the Distributor shall be absolute and unconditional and shall not be subject to any dispute, offset, counterclaim, or defense whatsoever.

SECTION 3. Shareholder Servicing Activities.

(a) In addition to the amounts set forth in Section 2 above, the Shares of each Portfolio are authorized to pay the Distributor a fee in connection with the personal, ongoing servicing of shareholder accounts of such Shares, calculated and payable monthly, at the annual rate of .25% of the value of the average daily net assets of such class.

(b) The service fee payable to the Distributor pursuant to this Section 3 hereof may be used by the Distributor to provide compensation for personal, ongoing servicing and/or maintenance of shareholder accounts with respect to the Shares of the applicable Portfolios. Compensation may be paid by the Distributor, or any portion of the fee may be reallowed, to persons, including employees of the Distributor, and institutions who respond to inquiries of holders of the Shares regarding their ownership of Shares or their accounts with the Trust or who provide other administrative or accounting services not otherwise required to be provided by the Trust’s investment adviser, transfer agent, or other agent of the Trust. Notwithstanding the foregoing, if the National Association of Securities Dealers, Inc. (the “NASD”) adopts a definition of “service fee” for purposes of Section 26(d) of the NASD Rules of Fair Practice that differs from the definition of shareholder servicing activities in this paragraph, or if the NASD adopts a related definition intended to define the same concept, the definition of shareholder servicing activities in this paragraph shall be automatically amended, without further action of the parties, to conform to such NASD definition.

(c) Payments under this Section of the Plan are not tied exclusively to the expenses for shareholder servicing activities actually incurred by the Distributor, so that such payments may exceed expenses actually incurred by the Distributor. The Trust’s Board of Trustees will evaluate the appropriateness of the Plan and its payment terms on a continuing basis and in doing so will consider all relevant factors, including expenses borne by the Distributor and amounts it receives under the Plan.

(d) The Trust’s investment adviser and the Distributor may, at their option and in their sole discretion, make payments from their own resources to cover costs of additional shareholder servicing activities.

SECTION 4. This Plan shall not take effect with respect to a Portfolio until it has been approved (a) by a vote of at least a majority of the outstanding voting securities of the Shares of such Portfolio, if adopted after any public offering of the Shares or the sale of such Shares to persons who are not affiliated with the Portfolio, affiliated persons of such persons, promoters of the Portfolio, or affiliated persons of such promoters; and (b) together with any related agreements, by votes of the majority of both (i) the Trustees of the Trust and (ii) the Qualified Trustees, cast in person at a Board of Trustees meeting called for the purpose of voting on this Plan or such agreement.

SECTION 5. This Plan shall continue in effect for a period of more than one year after its adoption only so long as such continuance is specifically approved at least annually in the manner provided in Section 4(b) herein for the approval of this Plan.

SECTION 6. Any person authorized to direct the disposition of monies paid or payable by the Trust pursuant to this Plan or any related agreement shall provide to the Trustees of the Trust, at last quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made.

SECTION 7. This Plan may be terminated at any time with respect to any Portfolio by the vote of a majority of the Qualified Trustees or by a vote of a majority of the Portfolio’s outstanding Shares.

SECTION 8. All agreements with any person relating to implementation of this Plan shall be in writing, and any agreement related to this Plan shall provide (a) that such agreement may be terminated at any time with respect to any Portfolio, without payment of any penalty, by the vote of a majority of the Qualified Trustees or by the vote of shareholders holding a majority of the Portfolio’s outstanding Shares, on not more than 60 days written notice to any other party to the agreement; and (b) that such agreement shall terminate automatically in the event of its assignment.

SECTION 9. This Plan may not be amended to increase materially the amount of distribution expenses permitted pursuant to Section 2 hereof without the approval of shareholders holding a majority of the outstanding Shares of the applicable Portfolio, and all material amendments to this Plan shall be approved in the manner provided in Section 4(b) herein for the approval of this Plan.

SECTION 10. As used in this Plan, (a) the term “Qualified Trustees” shall mean those Trustees of the Trust who are not interested persons of the Trust, and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it, and (b) the terms “assignment” and “interested person” shall have the respective meanings specified in the 1940 Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission.

SECTION 11. While this Plan is in effect, the selection and nomination of those Trustees who are not interested persons of the Trust within the meaning of Section 2(a)(19) of the 1940 Act shall be committed to the discretion of the Trustees then in office who are not interested persons of the Trust.

SECTION 12. This Plan shall not obligate the Trust or any other party to enter into an agreement with any particular person.

Adopted February 11, 2003
Approved November 14, 2006
Revised March 31, 2008 – Name Change

EX-99.28.P3

Exhibit (p)(3)

ZEVENBERGEN CAPITAL INVESTMENTS LLC
CODE OF ETHICS AND PERSONAL TRADING POLICY

(Effective September 29, 2009)

Zevenbergen Capital (ZCI) has established a Code of Ethics and Personal Trading Policy (Policy) to ensure that the firm’s fiduciary responsibility to its clients serves as the guiding principle in all its activities. ZCI’s policy has been developed to comply with the Investment Advisers Act of 1940 (Rule 204A-1), the Investment Company Act of 1940 (Rule 17j-1), the Insider Trading and Securities Fraud Enforcement Act of 1988 and with consideration of guidelines established by the Investment Company Institute’s 1994 Report on Personal Investing, as well as the unique aspects of ZCI’s business, clients and investments. This Policy helps to clearly set out the following: 1) at all times, ZCI places the interest of its clients first, 2) personal trading procedures for ZCI team members, 3) deterrents for the misuse of material, nonpublic information in securities transactions and 4) commitment by the firm’s entire team to comply with all securities laws and ZCI’s overarching fiduciary responsibility to its clients. Every employee must read and follow this Policy or risk serious sanctions, including dismissal, substantial personal liability and criminal penalties. Any questions should be directed to ZCI’s Chief Compliance Officer (CCO).

Definitions

Access Person – any employee of ZCI (except those working on a part-time, temporary or independent contractor basis, unless the positions held are responsible for portfolio management, research or trading) or non-employee director of ZCI’s Board.

Associated Person – an Access Person’s spouse, household member(s), minor child(ren), domestic partner or other individuals where the employee manages the account or has beneficial interest in the account.

Beneficial Interest – the opportunity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to profit, or share in any profit derived from, a transaction in a security and/or account.

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Statement of Principles

Under no circumstance shall an Access Person take advantage of their position of trust and responsibility. At all times the following principles shall govern an Access Person’s investments. Every ZCI Access Person shall:

1)	adhere to the highest ethical standards
2)	place client interests above personal interests
3)	ensure that all personal securities transactions are conducted consistent with this Policy and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility
4)	avoid certain types of personal securities transactions deemed to create a conflict of interest
5)	not use knowledge of open, executed or pending client portfolio transactions to profit by the market effect of such transactions
6)	not take advantage of any investment opportunity belonging to clients
7)	conduct all personal securities transactions in a manner consistent with this Policy and with the CFA Institute’s Code of Ethics and Standards of Professional Conduct
8)	embrace the firm’s fiduciary responsibility to clients by holding information regarding clients’ security holdings and financial circumstances as confidential
9)	comply with all Federal securities laws and any laws governing ZCI’s actions on behalf of clients.

Technical compliance with this Policy does not automatically insulate Access Persons from scrutiny should any security transaction indicate an abuse of fiduciary duties.

CFA Institute Code of Ethics and Standards of Professional Conduct

ZCI has adopted the CFA Institute’s Code of Ethics and Standards of Professional Conduct as a further commitment to the fiduciary responsibility the firm has to its clients and the ethical approach the firm brings to its business, industry and profession.

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Code of Ethics and Standards
of Professional conduct

PREAMBLE

The CFA Institute Code of Ethics and Standards of Professional Conduct (Code and Standards) are fundamental to the values of CFA Institute and essential to achieving its mission to lead the investment profession globally by setting high standards of education, integrity, and professional excellence. High ethical standards are critical to maintaining the public’s trust in financial markets and in the investment profession. Since their creation in the 1960s, the Code and Standards have promoted the integrity of CFA Institute members and served as a model for measuring the ethics of investment professionals globally, regardless of job function, cultural differences, or local laws and regulations. All CFA Institute members (including holders of the Chartered Financial Analyst® (CFA®) designation) and CFA candidates must abide by the Code and Standards and are encouraged to notify their employer of this responsibility. Violations may result in disciplinary sanctions by CFA Institute. Sanctions can include revocation of membership, candidacy in the CFA Program, and the right to use the CFA designation.

THE CODE OF ETHICS

Members of CFA Institute (including Chartered Financial Analyst® [CFA®] charter holders) and candidates for the CFA designation (“Members and Candidates”) must:

• Act with integrity, competence, diligence, respect, and in an ethical manner with the public, clients, prospective clients, employers, employees, colleagues in the investment profession, and other participants in the global capital markets.

• Place the integrity of the investment profession and the interests of clients above their own personal interests.

• Use reasonable care and exercise independent professional judgment when conducting investment analysis, making investment recommendations, taking investment actions, and engaging in other professional activities.

• Practice and encourage others to practice in a professional and ethical manner that will reflect credit on themselves and the profession.

• Promote the integrity of, and uphold the rules governing, capital markets.

• Maintain and improve their professional competence and strive to maintain and improve the competence of other investment professionals.

STANDARDS OF PROFESSIONAL CONDUCT

I. PROFESSIONALISM

A. Knowledge of the Law. Members and Candidates must understand and comply with all applicable laws, rules, and regulations (including the CFA Institute Code of Ethics and Standards of Professional Conduct) of any government, regulatory organization, licensing agency, or professional association governing their professional activities. In the event of conflict, Members and Candidates must comply with the more strict law, rule, or regulation. Members and Candidates must not knowingly participate or assist in and must dissociate from any violation of such laws, rules, or regulations.

B. Independence and Objectivity, Members and Candidates must use reasonable care and judgment to achieve and maintain independence and objectivity in their professional activities. Members and Candidates must not offer, solicit, or accept any gift, benefit, compensation, or consideration that reasonably could be expected to compromise their own or another’s independence and objectivity.

C. Misrepresentation. Members and Candidates must not knowingly make any misrepresentations relating to investment analysis, recommendations, actions, or other professional activities.

D. Misconduct. Members and Candidates must not engage in any professional conduct involving dishonesty, fraud, or deceit or commit any act that reflects adversely on their professional reputation, integrity, or competence.

II. INTEGRITY OF CAPITAL MARKETS

A. Material Nonpublic Information. Members and Candidates who possess material nonpublic information that could affect the value of an investment must not act or cause others to act on the information.

B. Market Manipulation. Members and Candidates must not engage in practices that distort prices or artificially inflate trading volume with the intent to mislead market participants.

III. DUTIES TO CLIENTS

A. Loyalty, Prudence, and Care. Members and Candidates have a duty of loyalty to their clients and must act with reasonable care and exercise prudent judgment. Members and Candidates must act for the benefit of their clients and place their clients’interests before their employer’s or their own interests. In relationships with clients, Members and Candidates must determine applicable fiduciary duty and must comply with such duty to persons and interests to whom it is owed.

®2005 CFA Institute

STANDARDS OF PROFESSIONAL CONDUCT continued

B. Fair Dealing. Members and Candidates must deal fairly and objectively with all clients when providing investment analysis, making investment recommendations, taking investment action, or engaging in other professional activities.

C. Suitability.

1. When Members and Candidates are in an advisory relationship with a client, they must:

a. Make a reasonable inquiry into a client’s or prospective clients’ investment experience, risk and return objectives, and financial constraints prior to making any investment recommendation or taking investment action and must reassess and update this information regularly.

b. Determine that an investment is suitable to the client’s financial situation and consistent with the client’s written objectives, mandates, and constraints before making an investment recommendation or taking investment action.

c. Judge the suitability of investments in the context of the client’s total portfolio.

2. When Members and Candidates are responsible for managing a portfolio to a specific mandate, strategy, or style, they must only make investment recommendations or take investment actions that are consistent with the stated objectives and constraints of the portfolio.

D. Performance Presentation. When communicating investment performance information, Members or Candidates must make reasonable efforts to ensure that it is fair, accurate, and complete.

E. Preservation of Confidentiality. Members and Candidates must keep information about current, former, and prospective clients confidential unless:

1. The information concerns illegal activities on the part of the client or prospective client.

2. Disclosure is required by law.

3. The client or prospective client permits disclosure of the information.

IV. DUTIES TO EMPLOYERS

A. Loyalty. In matters related to their employment, Members and Candidates must act for the benefit of their employer and not deprive their employer of the advantage of their skills and abilities, divulge confidential information, or otherwise cause harm to their employer.

B. Additional Compensation Arrangements. Members and Candidates must not accept gifts, benefits, compensation, or consideration that competes with, or might reasonably be expected to create a conflict of interest with, their employer’s interest unless they obtain written consent from all parties involved.

C. Responsibilities of Supervisors. Members and Candidates must make reasonable efforts to detect and prevent violations of applicable laws, rules, regulations, and the Code and Standards by anyone subject to their supervision or authority.

V. INVESTMENT ANALYSIS, RECOMMENDATIONS, AND ACTION

A. Diligence and Reasonable Basis. Members and Candidates must:

1. Exercise diligence, independence, and thoroughness in analyzing investments, making investment recommendations, and taking investment actions.

2. Have a reasonable and adequate basis, supported by appropriate research and investigation, for any investment analysis, recommendation, or action.

B. Communication with Clients and Prospective Clients.
Members and Candidates must:

1. Disclose to clients and prospective clients the basic format and general principles of the investment processes used to analyze investments, select securities, and construct portfolios and must promptly disclose any changes that might materially affect those processes.

2. Use reasonable judgment in identifying which factors are important to their investment analyses, recommendations, or actions and include those factors in communications with clients and prospective clients.

3. Distinguish between fact and opinion in the presentation of investment analysis and recommendations.

C. Record Retention. Members and Candidates must develop and maintain appropriate records to support their investment analysis, recommendations, actions, and other investment-related communications with clients and prospective clients.

VI. CONFLICTS OF INTEREST

A. Disclosure of Conflicts. Members and Candidates must make full and fair disclosure of all matters that could reasonably be expected to impair their independence and objectivity or interfere with respective duties to their clients, prospective clients, and employer. Members and Candidates must ensure that such disclosures are prominent, are delivered in plain language, and communicate the relevant information effectively.

B. Priority of Transactions. Investment transactions for clients and employers must have priority over investment transactions in which a Member or Candidate is the beneficial owner.

C. Referral Fees. Members and Candidates must disclose to their employer, clients, and prospective clients, as appropriate, any compensation, consideration, or benefit received from, or paid to, others for the recommendation of products or services.

VII. RESPONSIBILITIES AS A CFA INSTITUTE MEMBER OR CFA CANDIDATE

A. Conduct as Members and Candidates in the CFA Program. Members and Candidates must not engage in any conduct that compromises the reputation or integrity of CFA Institute or the CFA designation or the integrity, validity, or security of the CFA examinations.

B. Reference to CFA Institute, the CFA designation, and the CFA Program. When referring to CFA Institute, CFA Institute membership, the CFA designation, or candidacy in the CFA Program, Members and Candidates must not misrepresent or exaggerate the meaning or implications of membership in CFA Institute, holding the CFA designation, or candidacy in the CFA Program.

Conflicts of Interest

Associations with Other Companies

Access Persons shall disclose any potential conflicts of interest, including the existence of any substantial economic relationship (to include beneficial interest) with any other company, public or private.

No one shall serve as a director or officer of another company without prior, written authorization from the Board of Directors of ZCI based upon a determination that such officer or board service would be consistent with the interests of ZCI and its clients. If officer or board service is authorized, the Access Person shall be isolated from making investment decisions of ZCI with respect to the company for which they are serving as an officer or director. The Access Person is also restricted from sharing any material, nonpublic information relating to the company.

Political and Charitable Contributions

ZCI and its Access Persons shall not make charitable or political contributions for the express purpose of obtaining or retaining advisory contracts with philanthropic or governmental entities (“pay to play”). This does not limit ZCI or an Access Person from making a charitable or political contribution based on personal philanthropic or political reasons. However, all political contributions to be made by ZCI or its Employee Access Persons must first be cleared by the CCO to ensure compliance with all applicable laws.

Gifts and Entertainment

ZCI and its Employee Access Persons should not accept inappropriate gifts, favors, entertainment, special accommodations, or other things of material value that could influence their decision-making or make them feel beholden to another person or firm. Similarly, ZCI and its Employee Access Persons should not offer gifts, favors, entertainment or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making a client feel beholden to ZCI or to the Employee Access Person.

Gifts (defined as items given/received where the recipient does not pay fair market value) of nominal value (i.e. whose reasonable value is no more than $100 per calendar year) may be accepted. In conjunction with their responsibilities at ZCI, on occasion, ZCI Access Persons may be offered, or may receive without notice, gifts from clients, brokers, vendors, or other individuals or entities that are valued in excess of $100. In order to maintain impartial relationships, acceptance of such gifts is not permitted. If an Employee Access Person receives any gift that might be prohibited under this Policy, immediately inform the CCO.

Generally, ZCI and its Employee Access Persons may not give gifts (as defined above) with an aggregate value in excess of $250 per calendar year to persons associated with securities or financial organizations, including exchanges, other investment advisers, news media, clients, or other individuals/entities with which ZCI does business (calculation of this amount excludes the cost of Seattle Mariners tickets that are shared with clients, prospective clients, vendors, etc. by ZCI). Sometimes circumstances may exist where a gift or entertainment request falls outside of these guidelines and additional review or consideration is warranted. These circumstances must be submitted to the CCO for review and approval.

Unsolicited promotional material (such as cards, pens, t-shirts, hats, etc.) that is general in nature and incidental in value is not considered a gift under this policy.

In addition to the gift guidelines provided above, the following gifts are never permissible to give or accept:

• Cash, items redeemable for cash, cash equivalents or securities

• An arrangement of “quid pro quo,” (i.e., “something for something”)

• Any gift which is illegal or results in any violation of law such as ERISA, Taft Hartley, State Statutes, etc.

• Gifts to anyone who threatens or has submitted a complaint about ZCI or a ZCI team member.

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With regard to entertainment (defined as an activity with a ZCI Employee Access Person present), ZCI and its Employee Access Persons are permitted to both entertain and be entertained provided the entertainment is not excessive in value or frequency, and only to foster and promote business relationships.

Special attention should also be given to gifts or entertainment shared with any union officials. ZCI is responsible for additional reporting to the Department of Labor of such items. The quarterly compliance certification provides for separate delineation of any such gifts or entertainment to facilitate the firm’s required annual reporting (LM-10).

For ERISA clients, Employee Access Persons are limited to giving total $250 for both gifts and entertainment combined per individual, per calendar year. In the case of gifts or entertainment provided to a group of individuals of an ERISA client, the total amount will be divided by the number of individuals who receive the gift or entertainment. A designated Investment Associate will track gifts and entertainment provided to individuals at ERISA clients throughout the year to ensure compliance with this limitation.

Should a client’s or prospective client’s policies, investment guidelines or governing regulations (i.e. Taft Hartley, etc.) specifically address the giving or accepting of gifts and/or entertainment, then ZCI shall follow whichever standard is more conservative.

To ensure ZCI’s compliance with this gift and entertainment policy, ZCI Employee Access Persons are responsible for providing, as part of their quarterly compliance certification, a list of each gift and or/entertainment given or received during the quarter (the Employee Access Person responsible for such reporting is the one initiating/receiving the gift, or entertaining/being entertained, not the Employee Access Person who may have responsibility for paying for such gifts or entertainment). If such entertainment is shared, then an estimate of the Employee Access Person’s pro-rated share of the entertainment is noted. A designated Investment Associate is responsible for recording gifts and/or entertainment given to, and received by the firm (as opposed to an Employee Access Person, individually) and estimating the per person value of the gift/entertainment and reporting on such separately each quarter.

These guidelines are not intended to govern entertainment provided, or gifts given to its Employee Access Persons (or their immediate family members) by ZCI.

Personal Securities Trading

ZCI encourages Access Persons to invest their retirement and/or other accounts as appropriate for their individual circumstances and within the standards set forth in this Policy.

Disclosure of Securities Holdings and Brokerage Accounts

Access Persons shall disclose all reportable investments in which they or an Associated Person has a beneficial interest (including, but not limited to, private placements, non-public securities, warrants, venture capital, derivatives, paper stock and bonds) upon employment with ZCI or designation as an Access person under this policy and within 30 days of each calendar year-end. Such disclosure is required within 10 days of employment or becoming an Access Person and shall include information on reportable investments that is not more than 45 days old at the time of employment or becoming an Access Person under this Policy and upon submission of annual reporting. Additionally, all Access Persons must notify the Chief Compliance Officer in writing at the end of each quarter when providing the quarterly Report of Personal Investment Transactions if the Access Person or an Associated Person opened a brokerage account or received securities (through gifting or other means) during the quarter for reporting is being provided.

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Losses

ZCI does not bear any responsibility for losses resulting from personal investments made in keeping with, or disciplinary actions resulting from violations of this Policy.

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High-Risk Trading Activities

Certain trading activities conducted by an Access Person may be high-risk, not only because of the nature of the securities transactions themselves, but also because of the potential that the action necessary to close out the transaction(s) may become prohibited by specific requirements of this Policy. It should be understood that sales and trading in derivative instruments involve special risks (ex. greater price volatility than the underlying security).

Commissions

Employee Access Persons’ commissions on security transactions shall be no lower than the highest commission structure negotiated by ZCI on behalf of clients with the same broker. The CCO must approve any exceptions.

Prohibited Transactions

Access and Associated Persons are prohibited from the following transactions:

§ Acquiring any equity or equity-related securities in an Initial Public Offering (IPO). This represents a clear potential for conflict between the interests of Access Persons and clients. Opportunities to invest in IPOs should be reserved solely for clients. IPO shares may be purchased once they are available on the open market (usually the next business day), assuming all other employee-trading guidelines have been met.

§ Conducting the purchase and sale, or sale and purchase of securities (including mutual funds managed by ZCI) within (60) sixty calendar days of the original transaction (except for “No Knowledge” Accounts as more fully described under the “Exemptions from Pre-Clearance Requirements” section of this Policy). Any profits realized on short-term trades are required to be disgorged.

§ Buying or selling securities for an Access or Associated Person’s account ahead of client trades in order to receive a better price (front-running);

§ Purchasing securities already held by an Access or Associated Person, for a client to protect or improve the securities value in an Access or Associated Person’s account (could be used to avoid a personal margin call);

§ Taking an investment opportunity from a client for the Access or Associated Person’s own account;

§ Transactions designed to profit by market effect of the firm’s advice to its clients;

§ Transactions intended to impact the price of any security;

§ Transactions intended to create a false appearance of trading; and

§ Using advance knowledge of securities being considered for client accounts for personal benefit.

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Private Placements (to include venture capital)

ZCI currently invests solely in securities of public companies for clients. However, ZCI and its Access or Associated Persons may invest in private placement securities (i.e. securities that are not registered under the Securities Act of 1933 and are issued by a private company), including venture capital, subject to prior written approval. For Access or Associated Persons wishing to acquire securities in a private placement, a copy of the proposed investment’s private placement memorandum or other investment description must be provided along with a private placement and private offering approval form, to the CCO. Taking into account potential conflicts of interest, the CCO and a Portfolio Manager review the private placement, considering, among other factors, whether the opportunity being offered is a reward for past business, offered to influence future business, or otherwise related to the Access Person’s position with ZCI.

The issue is also reviewed to determine if any of ZCI’s clients currently own the security. If a client currently owns a private placement security that ZCI or an Access or Associated Person is reviewing for purchase, ZCI or the Access or Associated Person may not purchase the security unless; 1) it is determined that the opportunity to invest in the private placement is not being offered because of a client’s ownership of securities of the same issuer, or 2) ZCI discloses to the client(s) that ZCI or an Access or Associated Person has the opportunity to invest in private placement securities of the same issuer and the client(s) provide their written consent prior to any transaction.

ZCI or its Access or Associated Persons shall not purchase any private placement securities of an issuer if the investment opportunity is conditioned upon, or related to; 1) ZCI directing brokerage business from clients to the private placement agent or an affiliate or, 2) ZCI making investments in, or recommending, any securities of the issuer.

Records are maintained of each review and the rationale supporting the decision made. Access and Associated Persons who have received written authorization to acquire a private placement, shall be responsible for informing ZCI’s Chief Compliance Officer immediately regarding any change in the status of the private placement, including but not limited to any liquidity event, merger or acquisition, foreclosure or the company’s decision to proceed with an IPO.

Private placement securities may not be purchased or otherwise acquired once an issuer initiates the registration of its IPO. If an Access or Associated Person already holds shares in a private company that initiates the registration process for an IPO, they must notify ZCI’s Chief Compliance Officer that the registration process has begun. In such circumstances, the decision to purchase securities of the issuer for clients is subject to an independent review by a Portfolio Manager with no personal interest in the security or issuer. Consideration is also made as to the timing of any liquidation of the securities held by ZCI or an Access or Associated Person. If a private placement security is liquidated prior to an IPO, ZCI (but not Access or Associated Persons) may purchase securities in the IPO for clients, provided the opportunity to invest in the private placement was not connected to the IPO purchase. If the private placement security is liquidated in the issuer’s IPO pursuant to registration rights or otherwise, no IPO shares shall be purchased for clients, unless ZCI receives prior written consent from all participating clients, to sell its private placement securities in the IPO.

ZCI does not sell any private placement securities to clients. ZCI may purchase and sell, on behalf of clients, publicly-offered securities of companies that also issued private placement securities currently held by ZCI or an Access or Associated Person, provided that; 1) ZCI determines that the investment is consistent with the client’s investment objective, policies and restrictions, 2) no private placement securities are sold for 60 days before or after any purchases of publicly-offered securities of the same issuer for ZCI clients, and 3) ZCI discloses in its Form ADV that it may purchase, on behalf of clients, publicly offered securities of an issuer that also issued private placement securities currently held by ZCI or an Access or Associated Person.

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ZCI reviews annually, any investments in private placement securities and any decisions to purchase securities of the same issuer for clients. In analyzing these transactions, ZCI shall review the facts and circumstances of the investments, including the investments in private placement securities that were made, the percentage of issuers of private placement securities held by ZCI and/or Access or Associated Persons that are also purchased for clients and the timing of ZCI’s purchases and sales of private placement securities and the purchases and sales of other securities of the issuer for clients.

Trades in Securities Not Held By Clients

Access and Associated Persons may hold equity, or equity-related securities that are not held by clients. However, by virtue of their job responsibilities (including making purchase and sale decisions and/or recommendations for clients) Portfolio Managers, Research Analysts and their Associated Persons are held to a higher standard regarding trades in securities not held by clients. In addition to submitting a Compliance Trade Ticket, Portfolio Managers and Research Analysts must include a brief statement, provided by the Research Analyst responsible for the sector in which the security falls, stating why ZCI is not purchasing that particular security for client accounts (one copy of the statement is kept with the Trade Ticket, another copy is held in a separate file). If a decision is made to purchase that security on behalf of clients in the future, the Portfolio Manager or Research Analyst making the decision and/or recommendation provides an email to ZCI’s CCO explaining why that security is now appropriate for clients (a Trading Associate restricts the security in MOXY to serve as a reminder). The Chief Compliance Officer may grant exception to this limitation and record-keeping requirement for certain securities that do not lend themselves to abuse of the authority placed with Portfolio Managers (including, but not limited to U.S. Government issued securities, municipal bonds and/or broad index-based Exchange Traded Funds – ETFs). Any such exception will be documented in the quarterly personal trading exception report.

Pre-Clearance Procedures for Personal Securities Transactions

The following procedures shall govern personal securities transactions (including mutual funds managed by ZCI) of all Employee Access Persons and their Associated Persons. Non-Employee Access Persons and their Associated Persons may be exempt from these outlined pre-clearance procedures for personal securities transactions provided they have no day-to-day access to ZCI client securities holdings or ZCI’s security trading activity in client accounts. Should the CCO determine that at any time in the future, Non-Employee Access Persons are given access or gain knowledge of ZCI’s day-to-day investment activities on behalf of clients, then the CCO can require full compliance with these personal securities transaction procedures by Non-Employee Access Persons and their Associated Persons.

1. No Employee Access Person’s trades, or those of their Associated Persons, can be executed for securities that have been traded for clients on that day (regardless of whether or not the Access Person or their Associated Person is trying to buy and ZCI is selling for clients or vice versa).

2. Employee Access Persons or their Associated Persons shall complete an Employee Investment Compliance Trade Ticket (“Trade Ticket”) for every security transaction in which they wish to execute a trade. Trade Tickets must be filled out with all relevant information prior to submission to ZCI’s Chief Compliance Officer.

3. The Trade Ticket includes the following information: the name of the security, the number of shares/units (or amount) in the transaction, the nature of the transaction (buy or sell), the date of the transaction, the account number and the name of the broker/dealer or entity where the account is held.

4. A Portfolio Manager must review the Trade Ticket for approval and signature. If the Portfolio Manager determines the security is in the process of being actively bought or sold for clients, the security transaction is not approved.

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5. After securing a Portfolio Manager’s approving signature, ZCI’s Chief Compliance Officer must review the Trade Ticket for approval and signature. Trade Tickets are given to the Chief Compliance Associate for approval prior to 12:30 p.m. Pacific Time (and only on days that the NYSE is open). The Chief Compliance Officer reviews the trade ticket for completeness and verifies that no purchases or sells of that security have been entered for clients. Trades must be entered between 12:30 p.m. Pacific Time and the close of the market at 1:00 p.m. Pacific Time. For days that the NYSE closes early, trades can be entered within the half-hour before the market closes.

6. Trade tickets MUST carry the pre-approving signature of a Portfolio Manager. However, in the absence of the Chief Compliance Officer, the Trade Ticket may carry a secondary approval signature from the President or a Managing Director of ZCI. That individual has all responsibilities of the CCO in acting on their behalf.

7. The Chief Compliance Officer holds Trade Tickets until 12:30 p.m. (or one-half hour prior to the market close on days when the NYSE closes early) and then returns the Trade Ticket to the Employee Access Person for order entry.

8. Once the Employee Access Person or their Associated Person enters the trade, they are to initial the Trade Ticket as such and time stamp the Trade Ticket immediately following entry of the order and include the execution price of the trade (or total dollar amount if the trade is entered that way).

9. Employee Access Persons and their Associated Persons may use an email format rather than a trade ticket, as long as all the required information is included and appropriate signatures obtained.

10. In some isolated instances, a Portfolio Manager or the CCO may refuse to authorize a securities transaction for a reason that is confidential; in those instances, an explanation is not required.

11. If, despite best efforts, an Employee Access Person’s or their Associated Person’s trade has been entered after 12:30 p.m. and then a client trade is entered for the same security at the end of the day, the Employee trade is not canceled unless it was an intentional violation or there was a material impact to the price of the security bought or sold for the client.

Reporting, Record Keeping and Review Procedures

1. Employee Access Persons must provide ZCI with account statements containing information as required by Section 204-2(a)(12) of the Investment Advisers Act of 1940, including name of Employee Access Person or their Associated Person, security, number of shares (and/or dollar amount of the trade), nature of the transaction (purchase or sale), date trade was executed (or correspondingly settled), price trade was executed at and the broker/dealer the trade was executed through. This requirement includes all accounts holding mutual funds managed by ZCI.

2. Records of Access and Associated Persons transactions must be provided no later than 30 days after the end of the calendar quarter in which the transaction was executed. ZCI considers it has made the required record under 204-2(a)(12) when, 1) ZCI receives an account statement, trade confirmation or transaction report within 30 days of quarter-end, and 2) the account statement, confirmation or transaction report contains all required information.

3. ZCI maintains an exception report recording any Access Person’s activity not in compliance with this Policy. The exception report contains the name of the Access Person, the security, the number of shares/units (or amount) of the transaction, the nature of the transaction (purchase or sale), the date the trade was executed, the price at which the trade was executed, the broker/dealer or entity the trade was executed through, the best client execution price, details surrounding the excepted transaction and details of resolution to the exception or if unrelated to trading, other appropriate information.

4. ZCI’s Chief Compliance Officer has responsibility for reviewing Employee Access Persons’ and their Associated Persons’ trades and the President reviews the CCO’s transactions. Quarterly, the President of ZCI further reviews any material exceptions and makes a determination as to whether profits should be disgorged and/or disciplinary action taken.

5. ZCI requests a quarterly Report of Personal Investment Transactions from every Access Person, that all personal trades have been made within the guidelines of this Policy and that the Chief Compliance Officer has been notified of any new accounts and/or investments of the Access and Associated Persons.

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6. All Employee Access Persons and their Associated Persons must request that the custodians of their accounts provide ZCI with duplicate copies of confirmations and statements of all securities transactions in a timely manner. If duplicates are not available, then it is the Employee Access Persons’ responsibility to provide such statements to ZCI.

7. Access and Associated Persons’ personal trading records are treated with strict confidentiality, but statements may be made available to the following upon request: ZCI’s President, Managing Directors, Board of Directors, designated legal counsel, consultants and auditors hired by ZCI, advisers for which ZCI serves as sub-adviser and/or the Securities and Exchange Commission or as otherwise required by law.

8. Any material revisions to this Policy are provided to all Access Persons immediately, with receipt of such revisions being acknowledged in writing. Absent any changes, this Policy is provided to all Access Persons annually, such receipt being acknowledged in writing.

9. All records associated with this Policy are kept for a minimum of five years following the end of the calendar year to which the records were related (including policies, statements, acknowledgements, Reports of Personal Investment Transactions and Trade Tickets, etc.) with the two most recent years onsite.

Exemptions from Pre-Clearance Requirements

The following securities transactions are exempt from ZCI’s required pre-clearance compliance procedures outlined earlier in this Policy. However, they are still reportable to ZCI as detailed in the Reporting, Recordkeeping and Review procedures described above:

1. Certain Corporate Actions – any acquisition of securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, recapitalizations, spin-offs, or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities;

2. Systematic Investment Plans – any acquisition of a security pursuant to a systematic investment plan that has previously been approved pursuant to this Policy. A systematic investment plan is one in which a prescribed investment is made automatically on a regular, predetermined basis without affirmative action by the Access or Associated Person;

3. Options-Related Activity – any acquisition or disposition of a security in connection with an option-related securities transaction that has been previously approved pursuant to this Policy. For example, if an Access or Associated Person receives approval to write a covered call, and the call is later exercised, no further approval is necessary;

4. Commodities, Futures and Options on Futures – any security transaction involving commodities, futures (including currency futures and futures on securities comprising part of a broad-based, publicly traded market based index of stocks) and options on futures;

5. Rights – any acquisition of securities through the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent the rights were acquired in the issue;

6. “No Knowledge” Accounts – accounts over which the Access Person has no direct or indirect influence or control; where the Access Person has no knowledge of transactions before they are completed and is neither consulted nor advised of trades before they are executed. Examples of such accounts may include: 1) investment partnerships or investment clubs, where the Access Person does not provide recommendations and is neither consulted nor advised of trades before they are executed, and 2) accounts held by Associated Persons, where the Access Person does not provide recommendations and is neither consulted nor advised of trades before they are executed, or 3) accounts of Access or Associated Persons where discretionary authority has been formally given to a third party for management of the account (i.e. investment advisory relationship). These “No Knowledge” accounts are reviewed for trading irregularities on a regular basis. If necessary, the CCO may impose further restrictions and safeguards on a case-by-case basis. In addition to normal reporting requirements under this Policy, Access Persons shall be required to submit an annual written statement for such account(s) certifying that they have no direct or indirect influence or control over the account in question.

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Exemptions from Pre-Clearance and Reporting Requirements

As these securities present little opportunity for improper trading, the following securities are exempt from both ZCI’s pre-clearance procedures and reporting, recordkeeping and review requirements described earlier in this Policy:

• Transactions and holdings in direct obligations of the Government of the United States;

• Transactions and holdings in money market instruments: banker’s acceptances, bank certificates of deposits, commercial paper and high–quality, short-term (issuance less than 366 days) debt instruments including repurchase agreements;

• Transactions and holdings in money market funds;

• Transactions and holdings in U.S. registered, open-end mutual funds (except those managed by ZCI, as described earlier), and

• Transactions and holdings in a unit investment trust if the unit investment trust is invested exclusively in unaffiliated mutual funds, including interests in variable insurance products or variable annuities.

Sanctions for Personal Trading Violations

If it is determined that a material, intentional violation of this Policy has occurred, the President of ZCI is to be notified immediately and appropriate sanctions will be imposed which may include disgorgement of profits, censure, suspension or termination of employment, depending on the severity and circumstances. If the trade did not cause an adverse effect for a client of ZCI, but was an intentional violation of this Policy, ZCI need not provide a warning and may terminate the Employee without notice. If the trade is of criminal nature, the appropriate regulatory authorities will be notified.

Disgorgement of Profits

In situations where material, non-compliant trades occur, the following remedies apply:

• Tax-Exempt Loss on Non-Compliant Trade: No further action is necessary.

• Tax-Exempt Profit on Non-Compliant Trade: Access Person pays to ZCI the amount of the profit (from a source other than the tax-exempt account).

• Taxable Loss on Non-Compliant Trade: Access Person pays to ZCI the amount of taxable benefit realized.

• Taxable Profit on Non-Compliant Trade: Access Person pays to ZCI the amount of the profit.

Any payments ZCI receives as disgorgement of profits on noncompliant trades are to be clearly identified and segregated for accounting purposes. The proceeds are then used for charitable donations, with no resulting tax benefit to ZCI for such donations.

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Insider Trading

Access or Associated Persons of ZCI may not trade a security while in possession of material, nonpublic information related to that security (“insider trading”), nor may Access or Associated Persons communicate material, nonpublic information to others. This applies to transactions and information within and outside of an Access Person’s duties at ZCI.

Material Information

Trading on inside information alone is not a basis for liability unless the information is material. Information is “material” when there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision. Generally, this is information that if disclosed, has a substantial effect on the price of a company’s securities. Unfortunately, there is no simple test to determine whether information is material. For this reason, questions about whether information is material should be directed to the CCO. The mere fact that transactions occurred based on the information may contribute to the conclusion that the information was material. If there is any question, always err on the side of assuming information is material.

Following is a list of items (while not exhaustive) that might be considered material: dividend changes, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, the acquisition or loss of a contract, a change in control or significant change in management, a call of securities for redemption, the purchase or sale of a significant asset, a change in capital investment plans, labor disputes, stock buy-backs and/or a tender offer for another company’s securities. Note that material information may be information about either adverse or positive developments or conditions, and it may even relate to possible future events.

Public Information

Information is “public” when it has been dispersed broadly to investors in the marketplace. Tangible evidence of such disbursement is the best indication that the information is public. For example, information is public after it has become generally available through a public filing with the SEC (or other governmental agency), the Dow Jones “tape”, the Wall Street Journal or other publications or domains of general circulation.

Information is considered “nonpublic” until it has been effectively communicated to the market place. An individual must be able to point to some fact to show that the information is generally public. In general, it is assumed that information in reports filed with the SEC or research reports issued by a brokerage firm is public. If, however, it becomes apparent that there is particularly significant information included in the filing or report that has not otherwise been disclosed to the public, then purchases, sales or recommendations should not be made based on that information. Once information has become public, insiders and those with inside information must wait to trade until the market has absorbed the information; the waiting period is at least twenty-four hours, and in some situations longer.

Tender offers (a broad solicitation by a company or a third party to purchase a substantial percentage of a target company’s shares) raise concerns related to insider trading for two reasons. First, tender offer trading often results in extraordinary volatility in the price of the target company’s securities. Trading during this time is more likely to attract regulatory attention. Second, the SEC has adopted a rule that expressly forbids trading and “tipping” while in possession of material, nonpublic information regarding a tender offer. Access and Associated Persons should exercise extra caution any time they become aware of material nonpublic information relating to a tender offer.

Any knowledge, or potential knowledge, of material non-public information is a serious issue and should be immediately reported to the CCO. Once a determination has been made that information is material and nonpublic, no transactions in the security about which this information is known should be made by an Access or Associated Person for their own benefit, or for the benefit of clients. Do not communicate the information to anyone (other than to ZCI’s CCO, President or designated legal counsel), inside or outside of ZCI. Furthermore,

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access to any sources containing material nonpublic information will be restricted (i.e. lock files, restrict computer access).

If the information is determined to be material and nonpublic, a decision is then made to either place the security on a restricted list (thereby prohibiting its purchase and sale for clients, by ZCI and any Access or Associated Persons) or prevent the flow of such information to any other persons within ZCI to allow Portfolio Managers to remain uncompromised.

Sanctions for Insider Trading Violations

Criminal sanctions for trading on material, nonpublic information may include significant fines and/or imprisonment. The Securities and Exchange Commission can recover more than the profits gained or losses avoided through insider trading, such recoveries can be significant. The SEC may also issue an order permanently barring the Access Person from the securities industry. Additionally, any individual or entity that traded on the other side of the market at the same time could sue the Access Person and/or ZCI. Insider trading also results in immediate dismissal of the Access Person(s) involved.

Violations of this Policy

Should an Access Person suspect that any violation of this Policy has occurred (whether it is with regard to conduct, personal trading activities, etc.); they are to report such violations to the CCO immediately. Should an Access Person suspect a violation of this Policy by the CCO, such report should be made to ZCI’s President. ZCI takes any violation of this Policy with the utmost seriousness. To ensure an environment of open communication with respect to such issues, no retribution or consequences will occur as a result of merely reporting such violation.

Zevenbergen Capital Board of Directors – Review

At least annually, the CCO shall provide a report to ZCI’s Board of Directors summarizing this Policy and any procedural changes made in the last year. A report of any material violation that occurred during the past year that resulted in disciplinary actions is also included with the name of the securities involved, the date of the violation, the date the investigation began, the accounts/Access Person(s) involved, actions taken as a result of the investigations, and any recommendations for further action.

Certification of Compliance with this Policy

ZCI shall give a copy of this Policy to all Access Persons upon employment and annually thereafter. A copy of this Policy shall also be provided whenever a material amendment to this Policy is made. Upon initial receipt, annual updates and or amendments to this Policy, all Access Persons certify at that time that they have read, understood and will comply with this Policy. In addition, each Access Person certifies quarterly that they have complied with all requirements of the Policy and that they have disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the requirements of this Policy. All Access Persons must certify trading for their own personal accounts and the accounts of Associated Persons. If an Access Person and/or their Associated Persons do not have a brokerage account, they must certify that. And, annually, the certification requires Access Persons provide an updated list of all brokerage accounts and/or all reportable securities under this Policy (including mutual funds managed by ZCI) for themselves and their Associated Persons.

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EX-99.28.P5

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Code of Ethics

Seix’s primary responsibility has always been and will continue to be the protection of Client assets.

The primary responsibility of each Seix officer, employee, and designated supervised person¹, is to carry out his or her duties in an ethical and diligent manner that is designed to comply with all regulations and protect and enhance Client relationships. Furthermore, each individual is expected to apply the same principles and moral codes in all personal and social pursuits.

The Seix Code of Ethics and Personal Trading Policy and Procedures (the “Code”) has been in place for many years, and is continually re-evaluated for its effectiveness and efficiency as our business lines, Client bases, the financial industry and regulatory mandates all become more complex.

The Code is not simply a regulatory compliance statement that applies certain explicit business standards. The Code addresses the entire Seix Compliance Program and underscores the general guidelines, principles and standards that have been designed to further assist individuals with implicit regulatory, corporate, and personal directives.

All officers, employees and designated personnel are subject to the Code rules and regulations regardless of position, length of employment, area or expertise, etc. The Code is also reflective of SunTrust Banks, Inc.’s corporate codes and business values, and thus all applicable personnel are held to the highest standards of business and personal integrity at all times and without exception.

Seix takes great pride in its reputation and we are confident that applicable personnel will comply with all regulatory and Firm-specific rules and procedures. The Code is fully supported by Senior Management and is constantly reinforced through active business and compliance communications and periodic education and training.

Violations of any regulations, policies and procedures, will not be taken lightly and ignorance of the requirements or poor memory retention are insufficient

¹ According to Section 202 of the Investment Advisers Act, a “supervised person” means “any partner, officer, director (or any other person occupying a similar status or performing similar functions), or employye o an investment adviser, or other person who provides investment advice on behalf of the investment adviser and is subject to the supervision and control of the investment adviser.”

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excuses. All violations will be addressed and resolved by senior compliance and business management (as deemed appropriate) as quickly as possible.

The Chief Compliance Officer is now held responsible and liable for implementing and supervising policies and procedures. In addition, the SEC and other regulators require proof that any policy or procedure violations carry the appropriate penalty actions. Such actions may include but are not limited to: personal trading restrictions, loss of salary/bonus/general compensation, fines, suspension, termination, criminal and/or civil legal actions.

Seix places its trust and future in our hands. We must at all times conduct ourselves in a manner that will ensure regulatory adherence, promote Client confidence, and support firm and personal high ethical standards.

Annually, each employee is required to read the Seix Code of Ethics, and to sign and submit an acknowledgment form which certifies they (and their spouse) have not violated the policies contained in the Code. Violating any Firm compliance policy is a violation of the Seix Code of Ethics and is subject to appropriate disciplinary measures.

No employee may, directly or indirectly through a spouse, do anything that would be prohibited or in violation of any Seix policy.

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Introduction

As Seix employees, we frequently encounter a variety of ethical and legal questions. There are no shortcut formulas or automatic answers to the choices we have to make in business today, however, we should decide the answer to these questions in ways that are consistent with Seix’s values. In some instances, the Code will only be able to provide a baseline standard for our actions, but underpinning these guidelines are the values we share as Seix employees:

• Dedication to every Client’s success

• Trust and personal responsibility in all relationships

As simple statements, our values may not provide obvious answers in all situations, but they provide, or should provide, clear reasons why we make the choices we do. You will have many opportunities to make such choices in situations that are not covered by these guidelines. You will not, however, come across a major decision at Seix where our values would not be applicable. Because of the values we share, you will never encounter a situation where actions contrary to our guidelines are acceptable.

At Seix, the Chief Executive Officer and senior executives are responsible for setting standards of business ethics and overseeing compliance with these standards. It is every individual’s responsibility to comply with these standards. In all instances, every employee must obey the law and act ethically.

Our industry continues to undergo significant changes. As a whole, these changes make the ways in which we do business more complex. Because of the continuing need to reassess and clarify practices, the contents of these guidelines will be updated as needed. Because rapid changes in our industry constantly present new ethical and legal issues, no set of guidelines should be considered the absolute last word under all circumstances. If you have any questions about interpreting or applying the standards set forth in the Code it is your responsibility to consult your supervisor or the Compliance Department.

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Seix has confidence in the integrity and good faith of its officers and employees. However, Seix recognizes those individuals may have knowledge of present or future portfolio transactions and, in certain instances, the power to influence portfolio transactions made on behalf of one or more of the RidgeWorth Funds; other mutual funds sub-advised by Seix; common/collective funds; and individually managed accounts, all collectively referred to as “Clients”. Such knowledge could place those individuals, (if they engage in personal transactions in securities that are eligible for investment by Clients), in a position where their personal interests may conflict with those of Seix’s Clients.

In view of the foregoing, and in accordance with Rule 204A-1 of the Advisers Act, and the provisions of rule 17j-1(b)(1) of the 1940 Act (collectively defined as the “1940 Acts”), Seix has adopted this Code of Ethics and Personal Trading Policy (“Code”). This Code prohibits certain types of personal transactions deemed to create conflicts of interest, or at least the potential for, or the appearance of, such a conflict and establishes reporting requirements and enforcement procedures.

5.2.1 Definitions

(1)	Access Person Each full/part-time employee, officer, certain contractors of Seix, and certain employees of affiliates who are located at Seix’s offices and/or perform most of their job functions on behalf of Seix. 1
(2)	Beneficial Ownership of a security is generally determined in the same manner as it is for purposes of Section 16 of the 1934 Act. You should consider yourself the Beneficial Owner of any securities in which you have a direct or indirect pecuniary interest; which is the opportunity to profit directly or indirectly from a transaction in securities. Thus, you may be deemed to have Beneficial Ownership of securities held by members of your immediate family sharing the same household (i.e., a spouse and children), or by certain partnerships, trusts, or other arrangements.
(3)	Blackout Period Period during which Access Persons may not execute personal transactions because Seix is or may be trading in the same or similar securities. Seix’s Blackout Period is three (3) business days and applies to Covered Security transactions. This means no Access Person shall purchase or sell any Covered Security within at least three (3) business days before and after the same security is being purchased or sold by/on behalf of Clients.

¹ Seix reserves the right to determine on a case by case basis when and how employees of affiliates who are located at Seix’s offices may be subject to reporting requirements.

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(4) Covered Security Any stock, bond, future, investment contract or any other instrument that is considered a “security” under the 1940 Acts. The term “Covered Security” is very broad and includes instruments you might not ordinarily think of as “securities,” such as:

§	Options on securities, indexes and currencies
§	Investments in limited partnerships
§	Exchange Traded Funds (ETFs), closed end funds, foreign mutual funds and foreign unit trusts
§	Private investment funds, hedge funds, and investment clubs
§	Proprietary mutual funds which are funds managed by Seix or any other SunTrust Banks, Inc. (STI) affiliates. The RidgeWorth Funds are an example of a proprietary fund.
§	Non-proprietary mutual funds that are advised or sub-advised by Seix.
§	Syndicated bank loans.

Covered Security does not include:

§	Direct obligations of the U.S. government (e.g., treasury securities)
§	Bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt obligations, including repurchase agreements
§	Money market funds
§	Shares of open-end mutual funds other than those that are advised or sub-advised by Seix

	NOTE: Investments not considered Covered Securities do not need to be reported to Seix. However, personal securities accounts which hold or could hold Covered Securities do need to be reported.
(5)	Holding Period Short term trading in all Covered Securities is prohibited. In general, all transactions must be held for a period of sixty (60) days or more. This includes options and futures transactions.
(6)	Initial Public Offering (IPO) An offering of securities registered under the 1933 Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.
(7)	Market Timing Excessive short-term trading in mutual funds. Such activities can be detrimental to long-term fund shareholders, and consequently, fund companies must maintain policies and procedures to detect and prevent market timing abuses and other short-term trading.

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(8)	Private Placement An offering of a stock or bond that is exempt from registration under the 1933 Act pursuant to Section 4(2) or Section 4(6) in the 1933 Act.
(9)	Review Officer The individual selected by Seix to administer this Code.

5.2.2 Statement of General Fiduciary Principles

In recognition of the trust and confidence placed in Seix by its Clients and to give effect to Seix’s belief that its operations should be directed for the benefit of its Clients, Seix hereby adopts the following general principles to guide the actions of its officers, employees and other Access Persons.

(1)	The interests of Clients must be placed first at all times.
(2)	This Code serves as Seix’s standards of business conduct and fiduciary obligations of its Access Persons.
(3)	Supervised Persons are required to immediately report any violations of this Code to Seix’s Chief Compliance Officer or his/her designee. Any retaliation for the reporting of violations under this Code will constitute a violation of the Code.
(4)	Supervised Persons are required to comply with applicable Federal Securities Laws.
(5)	All personal securities transactions must be conducted consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility.
(6)	All Seix’s Access Persons must avoid actions or activities that allow, or appear to allow, any such person to profit or benefit from his or her position with respect to Clients, or that otherwise bring into question the person’s independence or judgment.
(7)	Access Persons are prohibited from trading, either personally or on behalf of others, while in possession of material nonpublic information. See Policy 5.4, Insider Trading.
(8)	Market Timing abuse in mutual funds is strictly prohibited. Access Persons should be aware of and are required to comply with the Market Timing policies for all mutual funds they invest in.
(9)	This Code does not attempt to identify all possible conflicts of interest. Literal compliance with each of its specific provisions will not shield Access Persons from

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liability for personal trading or other conduct which violates a fiduciary duty to Clients.

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5.2.3 Prohibited Purchases and Sales of Securities

(1)	Access Persons are generally prohibited from purchasing and/or acquiring Beneficial Ownership of equity or fixed income securities as part of any Initial Public Offering (IPO).
(2)	No Access Person may participate in a block trade with any Client transaction.
(3)	Access Persons are prohibited from short term trading that violates the Holding Period.

5.2.4 Preclearance of Personal Transactions

Access Persons are required to preclear personal transactions in all Private Placements and in Covered Securities except those as noted below. Preclearance requests must be submitted to Seix’s designated Review Officer prior to proceeding with the transaction. Access Persons are required to preclear investments in Private Placements by submitting the Private Placement request form and a copy of the Offering Memorandum associated with the investment to the designated Review Officer. Preclearance approvals are valid only for the date preclearance is granted. “Good till Cancel” (orders that could remain active beyond a day) are prohibited. In determining whether to grant approval, the Review Officer shall refer to all relevant sections of this Code.

The following personal transactions in Covered Securities are exempt from preclearance procedures. This exemption from preclearance does not release employees from reporting obligations, holding period restrictions or applicable securities laws:

(1)	De Minimis purchases or sales of 100 shares or fewer of an equity security or $5000 or less of a fixed income security. Note: This exemption does not apply if your ownership exceeds 500 shares or more of the equity position or $25,000 or more of the fixed income position and should not be used as a means to avoid preclearance.
(2)	Purchases or sales of exchange traded funds [(ETFs) including but not limited to SPDRS, QQQs, Diamonds, WEBS, XAX,] closed end funds, foreign mutual funds, foreign unit trusts, proprietary mutual funds, or non-proprietary mutual funds advised or sub-advised by Seix.
(3)	Purchases or sales of Seix hedge funds (for which purchases may only be made by “Knowledgeable Employees” as that term is defined in Rule 3c-5 of the Investment Company Act).

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(4)	Purchases or sales of SunTrust Banks, Inc. (STI) Stock including the exercise of STI employee granted stock options.
(5)	Purchases or sales which are non-volitional on the part of the Access Person, including purchases or sales upon receipt of an exercise notice of puts or calls sold by the Access Person and sales from a margin account pursuant to a bona fide margin call (notification and reporting are required). Note: Any options exercised at your discretion must follow standard pre-clearance requirements.
(6)	Purchases effected upon the exercise of rights issued by a security issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer.

5.2.5 Reporting Obligations

(1)

Initial and Annual Holdings Reports. Each Access Person shall complete an Initial Holdings Report, in writing, within ten (10) business days of his or her start date. Thereafter, each Access Person shall complete an Annual Holdings Report due January 31st for all Covered Securities as well as all securities accounts which hold or could hold Covered Securities in which the Access Person has any direct or indirect Beneficial Ownership. This includes the disclosure of accounts held by members of your immediate family sharing the same household (i.e., a spouse and children) etc. Information must be current within forty-five (45) business prior to the day the report is submitted.

Reports to include:

§	The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Covered Security in which the Access Person has any direct or indirect Beneficial Ownership;
§	The name of any broker, dealer or bank with which the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person; and
§	The date the Access Person submits the report

(2) Quarterly Transaction Report. Each Access Person shall complete a written report of transactions in Covered Securities where Beneficial Ownership exists within thirty (30) calendar days of each calendar quarter end.

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Reports to include:

§	For each Covered Security the date of the transaction, the title, and as applicable its exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares and principal amount;
§	The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
§	The transaction price;
§	The name of the broker, dealer or bank where the transaction was effected;
§	The date the Access Person submits the report; and
§	A disclosure of any new account(s) in which the Access Person has Beneficial Ownership

(3)	Initial and Annual Certifications. Each Access Person must certify initially, in writing, within ten (10) business days of his or her start date (and annually thereafter within thirty (30) calendar days of the previous year end) that he or she has read, understands and recognizes that he or she is subject to Seix’s Compliance Manual (including Seix’s Code of Ethics and any amendments thereto). Seix’s Compliance Manual and Code of Ethics are updated regularly and maintained on Seix’s Intranet which is available to all employees of Seix.
(4)	Outside Business Activities Certification. Each Access Person must disclose initially, in writing, within ten (10) business days of his or her start date (and annually thereafter within thirty (30) calendar days of the previous year end) any outside business activity whether or not compensation is received.
(5)	Duplicate Statements and Confirmations. Each Access Person must direct their securities firms to supply Seix with copies of account statements and trade confirmations directly to:
	Seix Investment Advisors LLC Attn: Compliance Officer 10 Mountainview Road, Suite C-200 Upper Saddle River, NJ 07458

NOTE: In instances where securities firms are unable to provide duplicate statements (examples may include 401k and stock plan accounts held outside SunTrust and investment club accounts) employees must furnish copies with their Quarterly and

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Annual reports. Additionally, whenever possible, Seix will establish electronic feeds with securities firms to satisfy the duplicate statements and confirmations requirement.

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5.2.6 Exception to Reporting Obligations

Fully Discretionary or Managed Accounts — Access Persons may have discretionary accounts managed by an external party in which full discretionary authority has been given via a signed legal contract. For this type of account, no communication between the external investment manager and the employee with regard to investment decisions is permitted to occur prior to the investment manager’s execution. Transactions and holdings in these accounts do not need to be reported to Seix. Employees must provide the Review Officer or Chief Compliance Officer designee with a letter signed by the investment manager or other external party confirming that the account is, or will be, fully discretionary, and that the employee has no power to affect or influence investment decisions. In lieu of providing a letter, a signed copy of an Investment Management Agreement or other legal document will suffice if all applicable points above are covered.

5.2.7 Additional Restrictions and Requirements

(1)	No Access Person shall give or receive any gift or other item except in accordance with the Seix Gifts and Entertainment Policy. See Section 5.7.
(2)	Generally, no Access Person may accept a position as a director or trustee of a publicly-traded company whether or not the position provides compensation in any form. Exceptions to this policy may be available with prior written approval by Seix (and, if applicable, by the Board of Trustees of the RidgeWorth Funds).
(3)	In the event of extended Medical or Military Leave, Access Persons should notify the Review Officer as reporting deadlines, in many cases, will continue to apply.

5.2.8 Review and Enforcement

(1)

The Review Officer shall conduct periodic spot checks to ensure that Access Persons are not attempting to knowingly front run Client trading activity by placing personal trades within three (3) business days before or after Client trades, also referred to as the Blackout Period.

(2)

The Review Officer shall compare personal securities transactions reported pursuant to all sections of this Code with completed portfolio transactions of Clients for the relevant time period to determine whether a violation of this Code may have occurred. Before determining that a violation has been committed by any person, the Review Officer shall give such person the opportunity to supply additional explanatory material. Preclearance approval does not necessarily mean a trade is

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	not in violation of the Code as the Review Officer does not have prior knowledge of Client trading activity occurring after preapproval is granted. Conversely, a trade that occurs during the three (3) business day Blackout Period is not automatically considered a violation. The Review Officer will apply subjective analysis to each transaction to determine whether a trade within the three (3) business day Blackout Period presents a conflict or the appearance of a conflict with trading on behalf of Clients.
(3)	The Review Officer shall review employees’ quarterly personal securities transactions reports to employees’ precleared transactions and duplicate confirms and statements to ensure that employees’ quarterly transactions reports include all required reportable transactions.
(4)	If the Review Officer determines that a material violation of this Code may have occurred, the Review Officer shall submit such written determination, together with the information upon which the Review Officer made the determination and any additional explanatory material provided by the person, to Seix’s Chief Compliance Officer or his/her designee.
(5)	If Seix’s Chief Compliance Officer or his/her designee finds that a violation has occurred, he or she may, after determining the seriousness of the infraction, impose one or all of the following:

§	Verbal Admonishment;
§	Written acknowledgement from the Access Person that he or she has again reviewed, fully understands and agrees to abide by the Code;
§	Written notice to the Access Person’s Personnel and Compliance files including steps taken to ensure full compliance in the future;
§	Fines and/or reversals of trades, requiring fines or profits be donated to a charity and losses be the responsibility of the employee;
§	Partial or full restriction on all personal trading. A partial restriction is usually six months or more, a full restriction usually results in disallowing the employee from conducting ANY personal trading for the remainder of his or her association with Seix; or
§	Suspension or termination of employment

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Severity of the violation and any history of non-adherence to the Code will be the basis for a determination of appropriate disciplinary action.

5.2.9 Records

Seix shall maintain records in the manner and extent below under the conditions described in Rule 31a-2 under the Investment Company Act and Rule 204-2 of the Investment Advisers Act. As noted below, records shall be maintained in a readily accessible place for at least five years, with the first two years in an office of Seix:

(1)	A copy of each Code that has been in effect at any time during the past five years;
(2)	A record of any violation of the Code and of any action taken as a result of such violation for five years from the end of the fiscal year in which the violation occurred;
(3)	A record of all written acknowledgments (as required by Rule 204A-1) for each person who is currently, or within the past five years was an Access Person of Seix, shall be retained for five years after the individual ceases to be an Access Person.
(4)	A record of each report made by an Access Person pursuant to this Code shall be preserved for a period of not less than five years from the end of the last fiscal year in which it was made.
(5)	A record of all persons who have been required to make reports pursuant to this Code shall be preserved for a period of not less than five years from the end of the fiscal year in which it was made.
(6)	A record of any decision, and reasons supporting the decision, to approve the acquisition of securities by Access Persons for at least five years after the end of the fiscal year in which the approval is granted.
(7)	A copy of each annual report to the Board of Trustees of the RidgeWorth Funds will be maintained for at least five years from the end of the fiscal year in which it was made.

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Policy

The SunTrust Code of Business Conduct and Ethics (the “Code”) expresses the core values of our company. Each employee of the company must read, understand, and abide by the letter and the spirit of the Code. The honesty, integrity, and sound judgment of our employees are essential to SunTrust’s reputation and success. In all situations, employees will act to avoid even the appearance of legal or ethical impropriety.

Introduction

This Code includes standards for the workplace environment which SunTrust employees are expected to observe and promote as well as standards for each employee’s own conduct.

I.	What Employees Can Expect From SunTrust
	SunTrust pledges fair treatment to all employees. Specifically, SunTrust:

A.	Seeks to promote equal employment and career advancement opportunity, and to eliminate bias on the basis of race, creed, color, gender, religion, age, disability, national origin, veteran status, sexual orientation, gender identity, or any classification protected by applicable law.
B.	Maintains ongoing affirmative action programs, and expects managers and all other employees to comply fully with the spirit as well as the provisions of these programs.
C.	Makes demonstrated ability and qualification the primary basis for selection and promotion.

II.	What SunTrust expects of Employees
	Integrity and high ethical standards are essential in our business. SunTrust expects employees to be conscientious and do quality work. Employees should:

A.	Follow the spirit and provisions of the Code. Failing to do so may result in disciplinary action, including termination of employment.
B.	Avoid illegal conduct in your business and personal life. Immediately notify your manager if you are convicted of a criminal offense involving theft, dishonesty, breach of trust or any other crime that is a felony.
C.	As you work, keep the best interests of SunTrust in mind.

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1.

Handle company business promptly, and understand the difference between your responsibilities and those actions and decisions you are not qualified or authorized to make. Do not conduct or authorize any business transactions unless you have the authority to do so.

2.

Be careful when you enter into legal agreements and other contracts on behalf of SunTrust. Only do so when it is appropriate and you have authorization from your manager. Employees have no authority to take action that they know is in violation of any statute, rule or regulation. If you are not sure if you have the authority to act or whether a proposed action has been authorized you should ask for guidance from your manager or, where appropriate, from internal corporate counsel.

D.	Be truthful and accurate when you file for reimbursement of expenses and follow the relevant policies and guidelines contained in the SunTrust Accounting Policy Manual.
E.	Be truthful and accurate during an internal or external investigation, and maintain the confidentiality of the investigation. Failure to cooperate in an investigation may lead to disciplinary action up to and including termination.
F.	Comply with policies on harassment, substance abuse and other policies contained in the SunTrust Employee Handbook.
G.	Perform your duties without discrimination on the basis of race, creed, color, gender, religion, age, disability, national origin, veteran status, sexual orientation, gender identity, or any other classification protected by applicable law. Do not engage in harassment of any kind, including sexual harassment.
H.	Comply with the company’s Information Security Brochure and be diligent in safeguarding the security of our information and physical assets.

III.	Corporate Records and Reporting
	SunTrust requires honest and accurate recording and reporting of information to meet financial reporting, regulatory, tax, and legal obligations. All business transactions must be properly and accurately recorded in a timely manner on SunTrust’s books and records in accordance with applicable accounting standards, legal requirements, and SunTrust’s system of internal controls.
	SunTrust is committed to full, fair, accurate, timely, and understandable

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disclosure in public reports and documents filed with regulatory authorities, shareholders, and the public. SunTrust’s financial statements and reports must be prepared in accordance with generally accepted accounting principles and fairly present, in all material respects, the financial condition and results of operations of the company.

IV.	Responsibility Of Employees To Avoid Possible Conflicts Of Interest
	You receive compensation and benefits from SunTrust, and must not use your association with the company for other personal gain. If you have questions about an activity that might violate or appear to violate this policy, check with your manager or SunTrust’s General Auditor. Follow these guidelines to avoid possible conflicts of interest:

 A. Ensure that no outside personal, business, charitable, religious, civic, or investment activities conflict with the interests of the company.

1. Employees may directly or indirectly sell, purchase, or lease property or services to or from the company only if:

a)	The transaction is in the ordinary course of business on terms and conditions generally available to the public, less any standard company-approved employee discount.
b)	The transaction is fair and reasonable to the company at the time it is approved and employees disclose details of the transaction and get prior written approval from a Management Committee member.

2. The primary business obligation of employees is to SunTrust, and any activities or investments that detract from this obligation must be avoided. Unless a Management Committee member gives prior written approval, employees must not directly or indirectly:

a)	Engage in any business activity or make any investment that competes with the business interests or activities of SunTrust. However, employees may make investments without approval of up to one percent of any class of securities traded on any recognized stock exchange or on the NASDAQ/OTC market or for investments in mutual funds generally available to the public.
b)	Acquire or retain investments or financial interests in any business entity that is or may reasonably be expected to become a

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customer, competitor, or supplier of SunTrust, if you are in a position to influence decisions between SunTrust and the business entity and have direct contact with that business such as a loan officer, purchasing officer, or their direct supervisor.

c)	Employees must never trade in a security while in possession of material, non-public information about the issuer. Employee trading should not be based upon information that is confidential or proprietary to SunTrust, its subsidiaries or affiliates, its clients, or its counter-parties.
d)	To avoid even the appearance of impropriety, employees are prohibited from purchasing public offerings where SunTrust or its affiliates have a relationship with the issuer and the employee is involved in that relationship.

B.

To avoid possible conflicts of interest, and because it is potentially illegal under the Bank Bribery Act, employees must not directly or indirectly solicit money, gifts or other compensation benefiting themselves for business decisions they make for the company or for services that are part of their job. Bribes, kickbacks, or other payments for illegal or unethical purposes cannot be accepted. You should inform a Management Committee member of any offer or gift made to influence or reward you in connection with company business. If you are uncertain as to the application of this provision you should contact your manager.

C.

In some instances, employees may accept gifts of nominal or reasonable value without risk of corruption or breach of trust. Described below are guidelines for accepting gifts. Generally, employees may accept:

1.	Gifts, gratuities, amenities, or favors based on obvious family personal relationships (such as those between the parents, children, or spouse of an employee) when the circumstances make it clear that such relationships, rather than the business of the company, are the motive for the gift.
2.	Meals, refreshments, travel arrangements or accommodations, or entertainment, as long as all are of reasonable value, are in the mutual business interest of SunTrust and the other party, and do not create a sense of obligation.
3.	Gifts of reasonable value that are related to commonly recognized

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events or occasions, such as a promotion, new job, wedding, retirement, religious holiday, etc.

4.	Advertising or promotional material of reasonable value, such as pens, pencils, note pads, key chains, calendars, or similar items.
5.	Employees of SunTrust Investment Services, Inc. and SunTrust Capital Markets, Inc. are bound by securities regulations with respect to gifts and gratuities and should consult their respective firm’s policies in that regard.

D.	Do not serve under a power-of-attorney or as executor, personal representative, trustee or guardian of an estate, trust or guardianship established by anyone other than a family member, without obtaining written permission of your manager.
E.	Do not accept directorships or positions with for-profit corporations, non-profit organizations or accept employment with outside companies without getting written approval first from your manager.
F.	Employees may not directly or indirectly obtain credit from a customer, competitor or supplier of SunTrust except when the person granting the credit does so solely as a family member or personal friend independent of any business relationship with SunTrust; or the granting of credit is within the ordinary course of business, based on terms generally available to others, given without reference to the assets or credit standing of SunTrust; and complies with all applicable laws and SunTrust policies.
G.	Employees may not directly or indirectly process their own personal banking transactions. (This does not include Employee Online Banking.) In addition, employees may not directly or indirectly process the banking transactions of their family members as well as those transactions of any persons residing in their household.

V. Dealings between Employees and the company

A.	Officers may not directly or indirectly obtain credit (including overdrafts) from SunTrust unless the type of credit desired is permitted by “The Officer Borrowing Policy” as published in the SunTrust Credit Policy Manual.
B.	Employees may not make discretionary decisions (such as approving

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extensions of credit or overdrafts, waiving service charges or late fees, or purchasing goods or services) with respect to themselves, their relatives, or organizations in which they hold a material management or financial interest.

C.	When you are publicly stating a personal opinion which might be construed as the opinion of SunTrust, you should make it clear you are speaking only for yourself and not SunTrust.
D.	SunTrust retains income and royalties as well as copyright ownership and title to all products prepared at company direction.
E.	Do not give legal, tax, accounting, or investment advice to any customer, unless you are qualified and authorized to do so. In general, customers should be told to seek professional legal, tax, and accounting advice from their own advisors.

VI.	Responsibility As A Steward Of Other’s Financial Interests
	Our customers rely on us to maintain confidentiality and exercise prudence when dealing with their financial affairs, funds, and property.

A.	Employees should ensure that all confidential and proprietary information they receive in their jobs is used only for “need-to-know” purposes and not provided to unauthorized persons. This information should also not be used for investment, business, charitable, religious, civic, or other purposes unrelated to the business of the company. Confidential and proprietary information should not be used as a basis for buying, selling, trading, or recommending the purchase, sale, or trading of any securities of any entity until the public has the same information.
B.	Employees should ensure that all non-public information concerning the securities, financial condition, earnings, and other performance data of SunTrust remains confidential until provided to the public by SunTrust.
C.	Employees should maintain the confidentiality of information entrusted to them by the company or its customers, except when disclosure is authorized or legally mandated.

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VII.	Investment Management and Fiduciary services
	SunTrust has various fiduciary obligations to customers and we will adhere to the following guidelines to prevent conflicts of interest between customers and employees:

A.	Confidential information held in other areas of the company must not be used in investment decisions.
B.	We will not accept fiduciary or investment management accounts when we believe that a conflict of interest could interfere with proper account administration.
C.	SunTrust directors, employees, and their family members are not allowed to purchase or lease managed assets, unless they themselves are trustees or beneficiaries of a fiduciary account.
D.	Employees that provide investment advice or manage fiduciary or investment management accounts must not recommend purchase of SunTrust stock to customers or purchase SunTrust stock on their own discretion for customer accounts.

VIII.		Privacy Rights Of Customers
	To protect the rights of customers to privacy, SunTrust expects employees to:

A.	Securely maintain all files and records which contain customer information.
B.	Divulge no personal or financial information to others except with proper customer authorization, through proper legal process or regulation, or for permissible credit reporting purposes.
C.	Fully adhere to the SunTrust corporate policy statement titled Protecting the Privacy of our Customers.

IX.	Responsibility In The Marketplace
	SunTrust will be honest and fair in relations with customers, competitors and suppliers.

A.	Employees must not give money, gifts of other than nominal value, or unusual hospitality to any customer, competitor, or supplier of SunTrust in order to influence that person to favor SunTrust.
B.	Employees must not lie or provide misleading information to any

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customer, director, or employee of SunTrust or to any attorney, accountant, auditor, or agent retained by SunTrust or to any government agent or regulator.

C.	Employees must not engage in discussions or enter into agreements with competitors about prices for services or other competitive policies and practices.
D.	Employees must try to provide information that is clear, factual, relevant, and honest to help customers select services that meet their needs. All services will be equally available to all customers who meet relevant criteria and standards.
E.	Confidential information about SunTrust, its shareholders, existing or prospective customers, competitors or suppliers, gained through association with SunTrust, must be used by employees solely for SunTrust purposes. Such information must not be provided to any other person or firm, or used for personal, private, business, charitable, or any other purpose.
F.	Information, advertising, and other statements released to the public by SunTrust must be truthful and not misleading. Media inquiries should be directed to Investor Relations.
G.	The books, records, and accounts of SunTrust must accurately and fairly reflect the company’s transactions and operations. Employees must not, directly or indirectly, knowingly falsify any company documents.
H.	SunTrust will seek the prosecution of any employee suspected of embezzlement or misapplication of funds.

X. Professionalism In Business And Personal Matters

A.	Employees are governed by the SunTrust Code of Business Conduct and Ethics and must follow the provisions of the Code in a manner that will protect the integrity and reputation of SunTrust and themselves.
B.	Employees must not convert property or assets of SunTrust to personal use.
C.	Employees must manage their own financial affairs responsibly. They must disclose to their manager any personal financial problems that might cause embarrassment to the company if they became public knowledge or

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might affect their judgment concerning company business.

XI. Responsibility Of Citizenship

A.	SunTrust intends to be a good corporate citizen in every community in which it operates, supporting worthy civic, cultural, educational, social, and other programs contributing to the quality of life.
B.	Employees are encouraged to exercise their rights and duties as private citizens. Since certain civic activities may adversely affect job performance, employees must obtain written approval from a Management Committee member before seeking or accepting any public office and before serving as the chairperson or treasurer of a political campaign committee for any candidate or political party.
C.	Although employees are encouraged to participate freely and actively in the political process, they must follow all applicable laws, rules, and regulations (including those relating to conflicts of interest and ethical improprieties by government officials) and make sure that the activities do not interfere with the employee’s ability to perform his or her employment duties.
D.	No bribe or other compensation to influence a decision or action should be paid to or accepted from any political or government official.

XII. Political Contributions

A.	Federal law prohibits all corporations from making federal political contributions and prohibits national banks from making contributions to federal, state, or local candidates for election. In addition, various state laws further limit the ability of corporations to make political contributions.
B.	Where lawful, SunTrust may make contributions concerning civic or governmental issues in which SunTrust has a particular interest. These contributions cannot be to candidates for elective office. They may be made only after receiving an opinion from corporate counsel that the contribution is lawful and the prior written approval of a member of the Management Committee.
C.	Any contributions by SunTrust to candidates for elective public office will require both an opinion from corporate counsel that the contribution is lawful and the prior written approval of SunTrust’s chief executive officer.
D.	Employees may contribute to SunTrust-sponsored political action

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committees. Employees may contribute on their own behalf to political candidates provided all applicable laws as well as specific departmental policies are followed. Certain employees who assist SunTrust in soliciting municipal finance business are subject to additional restrictions on their contributions.

XIII.	Implementation
	Each employee is responsible for knowing the contents of the Code and following its instructions at all times. The rules of the Code will be enforced through audit, examination, and personnel procedures. Employees should address questions in writing concerning whether specific activities are prohibited or restricted by the Code to SunTrust’s General Auditor.
XIV.	Responsibility of Employees to Report Violations
	If you believe the law and/or the Code is being violated, including concerns regarding questionable accounting or auditing matters, you must report the situation promptly (within 48 hours) to your manager and to the General Auditor. If you believe that your welfare and safety will be compromised in reporting instances of suspected misconduct, you should use the SunTrust ALERT line (1-877-283-9251) to report anonymously or confidentially. Your concerns or suspicions are important to the company. Reporting the activity will not subject you to discipline, absent a knowingly false report. The General Auditor will conduct an investigation to determine if a violation has occurred. The General Auditor will ensure unbiased treatment of all parties concerned. Such disclosure does not eliminate the obligation to file federal suspicious activity reports or other required regulatory filings.
	The terms “SunTrust” and “company” means SunTrust and its subsidiaries. If policies of subsidiaries cover the same subject matter as the Code, the more stringent policy must govern.

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5.4.1 Insider Trading

Rule 10b5-1 under the 1934 Act creates a presumption that a person aware of material nonpublic information has “used” that information in trading, subject to designated affirmative defenses aimed at showing that the information was not a factor in the trading decision. Rule 10b5-2 defines the type of family or other non-business relationships that give rise to a duty not to “misappropriate” material nonpublic information.

Anyone who is employed by, or performs any duties on behalf of Seix is subject to these Insider Trading policies.

5.4.2 What is Insider Trading?

Insider trading is seen as an abuse of an insider’s position of trust and confidence, and is harmful to the securities markets resulting in the ordinary investor losing confidence in the market.

Insider trading is prohibited by federal securities regulations so as to maintain the assurance afforded to investors that they are placed on an equal footing and they will be protected against the improper use of insider information.

Tipping of certain information by a Seix employee to a third party is also prohibited, because the information is given to certain persons and not the public at large.

Normally there are three types of insiders:

1. True insiders such as research analysts and portfolio managers;

2. Quasi insiders such as professional advisers, lawyers, auditors and financial advisers; and

3. Tippees — those who are given information by an insider.

The information of insiders is that type of information which is likely to affect the price of securities if it were public information. In all cases the necessary material information should be disseminated to the market/public before the insider deal. Otherwise the insider could publish the information and then act immediately before the market could absorb it. Timing is of the essence and enough time

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should be given to the public before the insider benefits, alone, from such material information.

Sanctions for insiders could be civil or criminal or both. However, normally there must be actual knowledge by the insider that the information is inside information. In other words, insider dealing must be known and deliberate.

There is no limitation as to the securities covered by the insider trading prohibition and therefore applies to all types of securities, whether listed or unlisted.

5.4.3 Policy

In certain instances, it has been observed that there is conflict of duties because trading on insider information is prohibited and at the same time there is a duty to trade to protect the interest of your Client. In cases where a broker or a bank managing a discretionary investment account becomes aware of unpublished price sensitive information, there may be a conflict between his duty not to trade and his duty to act in the best interests of his Clients. The prohibition of insider trading is usually overriding.

It is the Policy of Seix that all investment decisions regarding the purchase, sale, or retention of publicly traded securities shall be made only on the basis of information available to the general public or Private information available to all members of a private bank loan syndication. No such decision shall be made on the basis of any material inside information concerning securities, which may come into the possession of Seix personnel, whether such information is obtained intentionally or unintentionally. No employee may trade, either personally or on behalf of others (such as accounts advised by Seix), in a security with respect to which he or she possesses material, non-public information, nor may such person communicate material, non-public information to others in violation of the law. Information is material when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions.

Seix personnel shall not seek access (either directly or indirectly) to Credit Files, Securities Underwriting Files, or other files of SunTrust Banks for investment decision purposes. Seix personnel shall also avoid discussion with personnel of SunTrust Banks, or any affiliate concerning publicly held corporations, in

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meetings or in private, which might lead to a disclosure of material inside information concerning such corporations or securities to Seix personnel.

Where personnel come into possession of material inside information concerning publicly held securities, this fact shall be made known promptly to the CCO, CO and the President (if the High Yield desk comes into possession) or the CIO (if the Investment Grade desk comes into possession). Appropriate steps shall then be taken to prevent any investment decisions being made on the basis of such information.

These prohibitions do not apply to non-publicly traded securities of closely held corporations (i.e., non-public) for which Seix has current or prospective fiduciary or advisory responsibility. In such instances, personnel may request access to Seix’s files pertaining to such corporations, but only with the prior approval of the CCO and the President or CIO.

In order to mitigate such potential conflicts, Seix personnel are required to follow Policy 5.10, the Seix Information Control Policy and Policy 5.11, the Bank Loan Amendment Processing policy, with regards to the possession of material non-public information and the trading of public securities.

5.4.4 Chinese Wall

One possible solution for this issue is a “Chinese wall” between the investment advisory (research and portfolio managers) and the firm’s sales department. A Chinese wall, if effective, stops confidential information passing from individuals on one side of the wall to individuals on the other side.

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All regulations relating to securities markets are very clear regarding the prohibition of insider trading. This clear stand is based on the philosophy of giving equal information to all investors. Seix will maintain appropriate controls so that insider information does not disseminate throughout or outside of the Firm.

5.4.5 Rule 10b5-1 “Use” versus “Possession”

In the past, the SEC has maintained in enforcement cases that a trader may be liable under Exchange Act Rule 10b-5 (the principal insider trading prohibition) for trading while in “knowing possession” of material nonpublic information and that it is not necessary for the government also to prove that the trader “used” the information for trading. Rule 10b5-1 provides that a purchase or sale of a security is “on the basis of” material nonpublic information as required for a violation of Rule 10b-5 if the person making the purchase or sale was “aware” of the information at the time of the purchase or sale, subject to designated affirmative defenses aimed at showing that the information was not a factor in the trading decision. Under Rule 10b5-1, a defendant found to be “aware” of material nonpublic information at the time of a trade must prove that before becoming aware of the information, he or she had:

1.	entered into a binding contract to make such trade;
2.	instructed another person to make the trade for his or her account, or
3.	adopted a written plan for trading pursuant to which such trade was made. Such a contract, instruction or plan must have either:

a.	specified the amount to be purchased or sold, the price (which may be a particular dollar price or the market price on a particular date or a limit price) and the date on which the securities were to be purchased or sold (which may be any date during the period a limit order is in effect),
b.	included a written formula or algorithm or computer program for determining amount, price and date, or
c.	permitted the trading person to exercise no influence over how, when or whether to effect purchases or sales.

Rule 10b5-1 includes an additional affirmative defense available only to trading

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parties that are entities. Under this provision, an entity will not be liable if it demonstrates that the individual making the investment decision on behalf of the entity was not aware of the information and that the entity had implemented reasonable “Chinese Wall” policies and procedures to prevent insider trading.

5.4.6 Rule 10b5-2

In Chiarella v. United States (1980), the U.S. Supreme Court held that trading or tipping of information must constitute the breach of a fiduciary duty in order to be illegal under the insider trading prohibitions of Rule 10b-5. In addition to the relationship between a corporate director or officer and the corporation, courts have found the necessary fiduciary duty to exist in several other types of business relationships, including (among others) employer-employee, attorney-Client and the relationship between partners in a partnership. Courts have also found the necessary fiduciary duty to exist in certain non-business relationships based on trust and confidence, such as a psychiatrist-patient relationship.

In United States v. Chestman (2d Cir. 1991), however, the Second Circuit Court of Appeals indicated that a family relationship (in that case, marriage) did not by itself constitute a sufficient relationship of trust or confidence for an insider trading claim and neither did a family relationship plus a unilateral imposition of confidentiality (Wife: “Honey, don’t tell anyone about this!”). In so doing, the Second Circuit suggested that the result might be different if family members had a bilateral agreement of confidentiality (Wife: “Do you promise not to tell anyone?” Husband: “I promise.”) or there was a prior history or pattern of sharing similar confidences such that one family member had a reasonable expectation that the other would keep those confidences.

Rule 10b5-2 enumerates a non-exclusive list of non-business relationships under which a sufficient duty of trust or confidence will exist. These include:

1. Whenever a person agrees to maintain information in confidence (a bilateral agreement);

2. Whenever the person communicating the information and the person to whom it is communicated have a history, pattern or practice of sharing confidences, such that the person communicating the material nonpublic information has a reasonable expectation that the other person would maintain its confidentiality; or

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3. Whenever a person receives or obtains the information from the person’s spouse, parent, child or sibling. The rule specifies, however, that the sufficiency of this last category may be rebutted if the defendant proves that the person providing the information “had no reasonable expectation that [the defendant] would keep the information confidential, because the parties had neither a history, pattern or practice of sharing confidences, nor an agreement or understanding to maintain the confidentiality of the information.” In other words, a husband accused of breaching a duty of confidence to his wife by trading on information she had passed to him could rebut the presumption by proving that his relationship with his wife was so bad that she had no reasonable expectation that he would not betray the confidence by trading.

5.4.7 Procedures

Because all individuals associated with or performing duties on behalf of Seix are subject to these Insider Trading policies, each individual is also responsible for the following procedures with respect to thwarting or detecting Insider Trading rule violations:

1.	Read and comply with the policies and procedures stated here.
2.	Make no trades in accounts for which you have direct or indirect beneficial interest in securities for which material non-public information exists.
3.	Do not disclose any material non-public information to family, friends or Clients.
4.	Notify the Chief Compliance Officer when you suspect a potential violation of insider trading rules.
5.	Properly document and submit to Seix Compliance on the appropriate internal forms all outside activities, directorships, and material ownership of a public company (over 5%).

5.4.8 Internal Controls

The Chief Compliance Officer shall be responsible for setting forth policies, procedures, monitoring adherence to the rules of insider trading, pre-clearance of employees’ and their dependents’ personal security transactions, and the implementation of the Code of Ethics. To this end the CCO, or his or her designee, shall:

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1.	create, review and revise as needed the policies and procedures for detecting and preventing violations to the Insider Trading policies;
2.	upon an individual being hired by Seix and annually thereafter, communicate to all associated individuals or those who perform duties on behalf of Seix the Firm’s policies and procedures related to Insider Trading.
3.	document any investigation of possible insider trading violations by recording:

a.	the name of the Seix employee involved;
b.	the security name and symbol;
c.	any Client accounts reviewed;
d.	the final decision of disciplinary action taken, if any;
e.	the date the investigation commenced and ended.

4. be responsible for the proper maintenance of watch and restricted lists.

5.4.9 Disciplinary Actions

Any employee who trades in securities or communicates any information for trading in securities, in contravention of these policies may be penalized and appropriate action may be taken by the company.

Employees of the company who violate Insider Trading Rules and/or these polices shall also be subject to disciplinary action by the company, which may include ineligibility for future participation in personal security transactions, verbal or written admonishment, fines and possibly termination.

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Client Solicitation

It is the policy of Seix not to compensate third parties for investment advisory Client referrals at this time. Decisions to begin this practice will be made by Senior Management, will be documented in written agreements with those third parties, and will be done in accordance with Rule 206(4)-3 of the Advisers Act.

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5.6.1 Corporate Management

Out of an agreement between the New York State Attorney General and Merrill Lynch & Co., Inc. on May 21, 2002, was born the Investment Protection Principles (the “Principles”). Most of the principles were the results of findings that certain investment firms and stock analysts had conflicts of interests or secret agendas when making investment decisions for Clients, and may have given misleading information to investors, including state pension funds.

The conflicts of interest specific to these principles may arise when money managers handle both public pension funds and corporate 401(k) Clients. Some money managers may feel obligated to invest the assets of a public pension account in the securities of their corporate Clients, regardless of whether the investment is suitable or not.

A different type of conflict can arise when research analysts are reluctant to disclose negative information about their corporate Clients, even though withholding the information could adversely affect public pension fund investments. “The evidence revealed that the analysts writing stock reports at times functioned essentially as sales representatives for the firm’s investment bankers, using promises of positive research overage to bring in new Clients and stock offerings,” (Testimony of New York State Attorney General Eliot Spitzer, June 26th, 2002, before the Senate Committee on Commerce, Science and Technology, Subcommittee on Consumer Affairs, Foreign Commerce and Tourism, Hearing on Corporate Governance).

These principles were designed to keep investment bankers within a broker-dealer from exerting undue influence over research analysts within the same firm, and to discourage prioritization of one type of Client over others.

Several states and public pension funds require asset managers to take certain actions and/or certify compliance with the principles as a condition of being appointed manager of public funds.

5.6.2 Policy

Seix holds the Investment Protection Principles formulated out of the agreement between Merrill Lynch and Co. and the New York State Attorney General in high regard. Seix’s adoption of these policies and procedures serves to highlight the ethical structure that has long been encouraged and supported within Seix.

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5.6.3 Procedures

Seix operates free of any investment banking conflict of interests. Following are the safeguards currently in place which help to ensure the Client relationships of an affiliate do not influence investment decisions made by Seix:

• Seix has no investment banking division;

• Seix does not conduct investment banking services;

• Seix’s research analysts’ compensation has no link to any investment banking business. Seix’s Finance Department reviews compensation records to ensure compensation is based only on pre-approved calculations and formulae;

• No research analyst may participate in efforts to solicit investment banking business of an affiliate. Accordingly, no research analyst may, among other things, participate in any “pitches” for investment banking business to prospective investment banking Clients, or have other communications with companies for the purpose of soliciting investment banking business;

• No research analyst may be subject to the supervision by an affiliate’s investment banking department, and no personnel engaged in investment banking activities may have any influence or control over the compensatory evaluation of a research analyst;

• Seix receives no compensation from any of the recommended subject companies;

• Neither Seix’s Portfolio Managers nor its Research Analysts have access to credit files or systems of any affiliates;

• Offices of Seix are located in separate locations, and in some instances, different states;

• The Seix Investment Policy Committee, the members of which are all employees of Seix and all Seix Portfolio Managers make the investment decisions for those accounts which Seix has investment discretion. Committee meeting minutes are reviewed by senior management;

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• Securities of companies with which Seix has an affiliation by way of its relationship with SunTrust Banks, Inc., i.e. SunTrust director-related securities, are strictly prohibited from being purchased in accounts for which Seix has investment discretion;

• To address material conflicts of interest, as defined by the SEC, involving Seix relationships, the Seix Proxy Voting Committee will engage the services of an independent fiduciary voting service to vote on any proxies for securities for which the Committee determines a material conflict of interest exists so as to provide shareholders with objective proxy voting; and

• The Board of Trustees for the RidgeWorth Funds is chaired by an independent Trustee. Further, greater than 75% of the Board of Trustees is considered independent.

Additionally, Seix shall, upon request of its public pension fund Clients:

• Provide annually a list of all Clients that are publicly-held companies;

• Disclose annually the manner in which its portfolio managers and research analysts are compensated, including but not limited to any compensation resulting from the solicitation or acquisition of new Clients or the retention of existing Clients;

• Report quarterly the amount of commissions paid to broker-dealers, and the percentage of commissions paid to broker-dealers that have publicly announced that they have adopted the Principles;

• Confirm that it considers the quality and integrity of the subject company’s accounting and financial data, including its 10-K, 10-Q and other public filings and statements, as well as whether the company’s outside auditors also provide consulting or other services to the company;

• Confirm that when deciding whether to invest State or Pension Fund monies in a company, it considers the corporate governance policies and practices of the subject company; and

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• Confirm that the RidgeWorth Funds have policies and procedures in place to enforce prohibitions against short–term trading and late trades in the RidgeWorth Funds.

5.6.4 Definitions

For purposes of this policy, the following terms shall be defined as provided.

(1) “Investment banking department” means any department or division that performs any investment banking service.

(2) “Investment banking services” include, without limitation, acting as an underwriter in an offering for the issuer, acting as a financial adviser in a merger or acquisition, providing venture capital, equity lines of credit, or serving as placement agent for the issuer.

(3) “Research analyst” means the associated person who is primarily responsible for the recommendation of a security whether or not any such person has the job title of “research analyst.”

(4) “Research department” means any department or division, whether or not identified as such, that is principally responsible for preparing the substance of a research report or security recommendation.

(5) “Research report” means a written or electronic communication that includes an analysis of equity securities of individual companies or industries, and that provides information reasonably sufficient upon which to base an investment decision.

(6) “Subject Company” means the company whose equity securities are the subject of a research report or a recommendation.

5:6.2 Professional Groups

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A conflict of interest exists when a Seix employee or officer is involved in activities or relationships which might prevent the proper exercise of his or her duties and obligations to the company.

Circumstances which give the appearance of a conflict of interest should be avoided, or at least carefully examined since the reputation of the company and the individual may be injured by the appearance as well as by the facts.

In addition to adhering to the Seix Code of Ethics all personnel of Seix shall observe the Code of Business Conduct and Ethics of SunTrust Banks, Inc. and the specific restrictions contained within this policy manual on the following pages dealing with conflicts of interest.

Information which comes to us or to Seix through our work or business contacts is privileged and confidential. It is not to be used for the benefit of us or other Clients when it affects the interests of others. Safeguarding the confidentiality of matters entrusted to us by our Clients is our first obligation to the Client.

Demands on our time and commitment that might bring about conflicts of interest should be made known to Seix’s CEO and CCO and resolved in favor of the best interests of the Seix’s Clients.

Employees violating either the Seix Code of Ethics or the SunTrust Code of Business Conduct and Ethics may be subject to disciplinary action including termination.

5.6.7 Outside Directorships and Business Interests

Written approval by the CEO, or his or her designee, is required before any officer or employee may serve as a director or trustee of any corporation. Any significant interest in a business by an officer or employee of Seix shall be reported to the CEO by said officer or employee. Furthermore, any employee who accepts another position outside of Seix must report this action to

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the Seix Compliance Department using the Outside Activities Report form upon being hired, annually thereafter, and also if an employee is considering a new position outside of Seix. Generally, no access person may accept a position as a director or trustee of a publicly-traded company whether or not the position provides compensation in any form. Exceptions to this policy are not permitted without prior written approval by Seix (and, if applicable, by the Board of Trustees of the Funds).

5.6.8 Competing with Affiliates

No officer or employee of Seix may take for him or herself an opportunity which belongs to the Company. Whenever the Company has been seeking a particular business opportunity, or the opportunity has been offered to it, or the Company’s funds, facilities, or personnel have been used in developing the opportunity, the opportunity rightfully belongs to the Company and not to officers or employees who may be in a position to direct the opportunity to him or herself or others.

Under no circumstances shall any officer or employee engage in any outside activity for compensation that utilizes any of the services or facilities of Seix. The specific types of outside activities that may produce a conflict of interest include:

1. Employment with a company, or personally engaging in any activity, that is in competition with the Company.

2. Rendering investment counsel or other advice based upon information, reports, or analyses that are accessed primarily from or through Seix employment.

3. Personal use of Seix equipment, supplies or facilities.

5.6.9 Client Relationships

No officer or employee of Seix, or any member of his or her immediate family shall acquire any real, tangible or intangible property of any kind when he or she has knowledge that a Seix, SunTrust, or any present or potential Client whose plans has been disclosed, may lease, rent, or acquire said property in the near future.

No officer or employee of Seix shall act for themselves or disclose to others any material non-public information related to securities that are publicly held. All

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officers and employees shall conduct themselves in such a manner that transactions for their Clients have priority over personal transactions, and personal transactions do not operate adversely to Client interests. Officers and employees should act with impartiality with respect to all Clients.

Seix shall not sell, rent or lease to nor purchase, rent or lease from any officer or employee (or member of his or her immediate family) of SunTrust Banks, Inc. and its subsidiaries, any real, tangible, or intangible property of any kind. This shall not apply when the officer or employee is related to the account, by blood or marriage, and there is authority for the transaction in the governing instrument of the account.

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Rule 206(4)-3, the general antifraud provisions of the 1940 Act, ERISA and other applicable regulations serve as the premise for this policy on giving and accepting gifts.

5.7.1 Definitions for Purposes of this Policy

(1) Gift An item given or received as a result of an existing or prospective business relationship. Gifts are not the same as entertainment, i.e., giving tickets to a sports or theater event where a Seix employee is not present is a gift.

(2) Entertainment A business-related activity or event involving an Outside Party with a Seix employee present, such as theater or sporting events, working meals, and other social events.

(3) Outside Party Any existing or prospective “business source,” such as a Client, vendor, brokerage firm registered representative, consulting firm, the issuer of a portfolio security, etc. Employees of SunTrust Bank, Inc. and/or its affiliates are not considered “Outside Parties.”

(4) ERISA Account Official (aka “Parties in Interest”) Plan fiduciaries, trustee, employer, plan sponsor, plan administrator, investment adviser, investment and administrative committees, also includes those “non fiduciaries” who impact plan decisions (attorneys, consultants, actuaries, etc.).

(5) All Employees must record and report gifts and entertainment as required under this policy.

5.7.2 General Policy

This policy applies equally to all parties and where payment for a gift or entertainment is either a Firm expense or an employee’s personal expense. Gifts must be nominal in value and reasonable in frequency. Unsolicited promotional material, general in nature and inconsequential in value, (pens, t-shirts, etc.), are permitted if occasional, do not violate this policy, and do not involve the expectation of a commitment of a business transaction.

No policy is able to address every scenario. This is a principle-based policy. Seix employees shall conduct themselves as professionals exercising sound business judgment by weighing the business interest involved against possible public perception when deciding to give or accept gifts.

Only upon approval of the Firm’s CCO, area managers may implement additional policies/procedures in addition to those in this policy; in which case the area manager shall be responsible for the awareness and familiarity of each employee to whom they are applicable.

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Seix’s Annual Compliance Review shall include reviewing and testing this policy and its related procedures, including such “additional” policies. Under no circumstances shall such policies impede an employee’s ability or responsibility to satisfy all policies provided in the Firm’s official Code of Ethics. For all intents and purposes, such “additional” policies shall be treated as Firm policies for that manager’s area.

Special circumstances may exist where a gift or entertainment request falls outside of guidelines and additional review and consideration is appropriate. Employees shall submit supporting rationale and information to Seix’s CFO or CCO, or their respective designees, for review and/or approval.

Employees who violate this policy shall be subject to reprimand and possible disciplinary action up to and including termination of employment.

5.7.3 Gifts and Entertainment Procedures

Employees receiving entertainment must notify the Compliance Officer prior to the event in order to receive approval for attending the event. Gifts received must be reported to the Compliance Officer immediately upon receipt of the gift. The Compliance Officer maintains the Gifts and Entertainment Logs (the “Log”) of all gifts received, as well as entertainment and outings attended by Seix employees.

Employees who give gifts and/or entertainment must record all gifts and entertainment involving an Outside Party greater than $25 in value given (including those returned by, or returned to an employee) on their Log, located in the Seix Compliance Manual under Exhibit O.

On a quarterly basis and within thirty (30) calendar days of the quarter end, employees will submit their Logs to the Compliance Department. Compliance shall review Log entries for policy infractions, conflicts of interest, or inappropriate activity.

Employees who have notified Compliance of all gifts and/or entertainment throughout the quarter are still required to complete and submit a Log, including any additional gifts and/or entertainment which they did not report during the quarter.

Employees who have not received or given any gifts or entertainment must still complete and submit a quarterly Log.

Instances of actual or potential abuses or violations shall be escalated to the CCO for review.

5.7.4 Internal Controls

Compliance may periodically and randomly spot-check employee Logs with completed expense reports to ensure employees are properly recording items on their Logs.

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Annually, each employee is required to read the Seix Code of Ethics, and to sign and submit an acknowledgment form which certifies they (and their spouse) have not violated the policies contained in the Code. Violating any Firm compliance policy is a violation of the Seix Code of Ethics and is subject to appropriate disciplinary measures.

No employee may, directly or indirectly through a spouse, do anything that would be prohibited or in violation of any Seix policy.

5.7.5 Recording Shared Gifts and Entertainment

Shared gifts from Outside Parties such as cakes and gift baskets must be logged by the accepting employee on behalf of others, provided the pro rata amount for each sharing employee is less than $25. If the pro rata amount is greater than $25, each sharing employee must record their pro rata share amount on his/her Log.

Shared entertainment, (meals, transportation, etc.), must be logged by the employees accepting or sharing in the entertainment estimating their pro-rated share of the entertainment.

5.7.7 Gifts

Business gifts are designed to foster and promote relationships and goodwill. Conflicts arise when gifts compromise objective and independent business decisions. Even the perception of compromise is damaging to an adviser’s image and integrity.

5.7.8 Guidelines for Giving and Accepting Gifts

The aggregate dollar value limit of gifts accepted from any one vendor/broker in any rolling twelve-month period is $100.

(1) Usually Permissible to Give or Accept

• Promotional items of nominal value (pens, mugs, golf balls, etc).

• Prizes won from games of chance (raffles or lottery-style games).

• Flowers, gift/fruit baskets, etc., for reasonable and infrequent occasions such as holidays, birthdays, promotions, etc.

• Gifts such as merchandise or products valued at $100 or less.

(2) Approval of CFO and CCO, or their Respective Designees; Required Prior to Giving or Accepting

• Offers of paid transportation, hotel, lodging, etc.

• Annual gift amounts in excess of this policy’s amounts.

• Seix-paid charitable donations.

• Gifts to ERISA, Taft-Hartley, State, or Public Pension Plan Officials or Employees.

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(3) Never Permissible to Give or Accept

• Cash, items redeemable for cash, cash equivalents, or securities.

• Articles of significant value – i.e., in excess of $100.

• Any item as part of a “quid pro quo” arrangement (i.e., “something for something”).

• Gifts which violate law including regulations (ERISA, Taft-Hartley, State Statutes, etc).

• Gifts to anyone who threatens to or has submitted a complaint about an employee or the Firm. (Notify the CCO, or his/her designee, immediately-see Section 7:14 for Client complaints policy.)

• Gift which violate a Client’s policies, the Firm’s policy, industry standards, or regulations.

• Gifts paid for by a Seix employee, personally.

5.7.8.1 Giving Gifts

Seix employees must not offer or give gifts which may be viewed as:

• overly generous/excessive;

• aimed at influencing a decision-making individual or process; or

• Intended to have the effect of a recipient feeling obligated to provide business or other forms of compensation in return.

5.7.8.2 Accepting Gifts

Employees shall not accept gifts, favors, or any items of value which may influence their decision-making or obligate them in any fashion. To avoid even the appearance of impropriety, employees shall observe the guidelines below.

Many Clients have established policies related to gifts; employees shall obtain and review any Client and/or account administration-related guidance prior to any such action being taken.

5.7.9 Entertainment

5.7.9.1 Giving Entertainment

(1) Employees may entertain Clients or consultants. The dollar amount spent while entertaining must be reasonable and not excessive in frequency involving the same individual.

(2) Acceptable forms of entertainment include meals, one-on-one golf outings, Client golf tournaments (i.e., charitable tournaments), Client honorarium dinners, or other entertainment (including theater, concerts, and sporting events). One-on-one golf outings and other entertainment may not exceed two (2) instances in total per calendar year with the same Client entity or consultant entity representing the same Client.

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5.7.9.2 Receiving Entertainment

Al entertainment received must be approved by Compliance.

Note: The misrepresentation of a business entertainment situation, or neglecting to pre-clear or report participation in business entertainment, is grounds for termination. Seix takes its fiduciary duties towards its Clients very seriously, and expects that its employees, as fiduciaries to Seix’s Clients, do so as well.

Permitted:

(1) Meetings with industry management (i.e., Road Shows or other) where lunch or dinner is part of the meeting.

(2) Lunches where brokers come to the Seix office (can take place either in the office or at a restaurant) or where the Seix employee has a meeting at the broker’s office and is then taken to lunch or meets a broker directly for lunch. There must be a business purpose to the meeting and business must be discussed during the session.

Limitations: Each Investment Group – High Grade Group, High Yield Group, Securitized Debt Group and Bank Loan Group – is limited to four dinners per year with each brokerage firm with whom we do business, provided that there is a business purpose to the meeting and business is discussed during the session. The Compliance Officer will monitor each group’s entertainment with every brokerage firm.

Note: Holiday Parties and/or brokerage firm outings (including golf outings) will not be prohibited, provided that it is a group function which includes numerous other brokerage firm clients. One-on-one Golf Outings, one-on-one sports outings and other one-on-one events such as theatrical productions and concerts are prohibited.

Car Services: As has been the case to date, employees being entertained will continue to minimize the use of car services provided by brokers, by sharing rides to events and taking their own personal cars to events when safe and possible. Car services, in general, and events outside the NY Metropolitan Area are not permitted.

Prohibitions: Employees are not allowed to accept any entertainment by a broker other than lunch or dinner, eligible Golf Outings and eligible Holiday Parties (see above). This prohibition includes, but is not limited to, sporting events, any event tickets, tournaments, theater, charity functions, etc.

Implementation: Compliance will maintain Seix’s entertainment records and monitor employee compliance with this policy.

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5.7.10 Charitable Donations

5.7.10.1 Personal Donations

Personal, non-reimbursable donations to charitable organizations, including those to private schools or colleges and universities, churches, United Way, etc., need not be reported to Seix Compliance.

The stated gift limit of $100 per year per Outside Party does not apply to personal donations to charitable organizations.

5.7.10.2 Corporate Donations

• Seix-sponsored donations to charitable organizations must be approved by the head of Marketing and Client Services, as well as the CFO and CCO, or their respective designees, prior to giving. Seix employees must contact the Seix Finance Department for proper authorization and procedures when requesting Seix-sponsored charitable contributions.

• Donations may not be made to organizations which are RidgeWorth Fund shareholders only, and are not separate account Clients (these are prohibited due to certain unintended tax consequences to the RidgeWorth Funds and shareholders).

• Donations to Clients with accounts with less than six months history are prohibited.

• Absolute Annual Maximum Contribution – 10% of Annual Fee Revenue OR $10,000 per annum.

• All contributions must be pre-approved by Head of Client Services and Marketing, the CFO and CCO, or their respective designees.

5.7.10.3 Membership, License Holders or Charter Holders of Industry Associations

Affiliations/memberships with industry organizations may impose additional, more restrictive policies. In the event of policy overlap, the more restrictive policy shall be followed.

5.7.10.4 FINRA-Licensed Employees

Employees with active FINRA licenses are also employees of SunTrust Investment Services, Inc. (STIS), a broker-dealer; and subject to its policies, in addition to this policy.

FINRA-Licensed employees must consult the STIS Supervisory Policies and Procedures Manual for complete information and detail.

5.7.10.5 CFA Charter Holders

Charter Holders are subject to additional guidelines and restrictions provided in the CFA Institute Standards of Practice.

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Chartered employees must refer to the CFA Institute web site, and published manuals.

5.7.11 Personal Contributions to a Political Entity, Official/Candidate

5.7.11.1 Pay-to-Play Definition

Public Funds (i.e. public pensions) are administered by elected officials for the benefit of citizens and retirees. Elected officials violate public trust when political contributions influence their selection of advisors for these public assets.

Similarly, advisers seeking to influence the award of public advisory contracts through political contributions violate their fiduciary obligations, as well.

This “Pay-to-play” practice is prohibited by the SEC. Most state laws prohibit the giving or accepting of contributions or gifts between service providers and public fund/plan officials.

Employees are prohibited from engaging in “Pay-to-play.”

5.7.11.2 Personal Contributions to a Political Entity, Official/Candidate

Political contributions must not be made to a particular governmental entity or official/candidate which conducts business with Seix, and who may appear to be in a position to influence the award of business to Seix.

Personal, non-reimbursable contributions to a particular governmental entity or official/candidate are permitted, and not reportable on your Log, provided the entity and/or official/candidate have no business relationship with Seix. In the instance where a business relationship does exist, each contribution must be pre-approved by the Seix CCO or his/her designee.

5.7.11.3 Corporate Contributions to a Political Figure or Party

No payments or gifts of any value shall be made to any Outside Party including domestic or international government official or political candidate with the purpose or intent of securing or retaining business for Seix or influencing decisions on its behalf.

The Federal Election Campaign Act prohibits Seix from making contributions to US Federal or State political parties, officials, or candidates.

The Foreign Corrupt Practices Act prohibits Seix from making contributions to political parties or candidates outside the U.S.

5.7.11.4 SunTrust Bank Good Government Group

The SunTrust Bank Good Government Group is a voluntary, non-profit, non-partisan, political action committee registered with the Federal Election Commission and the

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Florida Department of State. Corporations, such as SunTrust are permitted to sponsor “political action committees” which can receive donations from interested individuals and make contributions to political candidates.

All contributions are subject to prohibitions and limitations of the Federal Election Campaign Act.

Contributions to the SunTrust Bank Good Government Group are not required to be recorded on an employee’s Log.

5.7.12 Regulators

FINRA Rule 2110 and the Investment Advisers Act Rule 206(4) prohibit the giving of any compensation, gifts, gratuities, or entertainment to federal, state or self-regulatory organization’s regulators. Attempts involving SEC agents may be construed as bribery; a violation of federal law.

5.7.13 Mutual Fund Distributors

The use of fund assets (brokerage commissions) as kickbacks to brokers for recommending the RidgeWorth Funds over rival fund groups is strictly prohibited and may be deemed paying for “shelf space,” which is a conflict of interest. Seix employees shall notify the CCO immediately upon learning of the existence of any such arrangements.

Luncheons and nominal logo’d items are permitted to be given during Seix or RidgeWorth Fund-hosted instructional and educational meetings, which may be attended by various RidgeWorth Fund distributors.

5.7.14 Taft-Hartley Union Plan Clients

The Taft-Hartley Act (the “Act”), a/k/a/ Section 302 of the Labor-Management Relations Act regulates multiemployer benefit plans (including multi-employer pension plans), specifically, retirement plans which involve employee contributions where a union/union representative has authority in the administration/management of the plan’s assets.

ERISA (not Section 302) applies if the retirement plan is maintained/administered exclusively by employers or is maintained/administered exclusively by a union, without the use of employee funds.

In the absence of specific direction Seix employees shall apply ERISA standards in relation to this policy.

5.7.14.1 Required Reporting

Gifts and/or entertainment to Taft-Hartley plan officers and/or employees must be identified as such by each Seix employee on his/her Log. This, along with the steps

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below, enables Seix to comply with the Department of Labor’s annual reporting requirements.

5.7.14.2 Department of Labor’s Annual Reporting Requirements

1. Compliance will create a report from information obtained from employee Logs which are reviewed throughout the reporting year.

2. Seix shall file the appropriate LM-10 Report with the DOL within the filing period.

De Minimis Exception: Payments to a given union or union official are not reportable if they are de minimis. To meet this standard, the value of all gifts, gratuities or entertainment of a given union official must not exceed $250 in aggregate in a given fiscal year and must be unrelated to the recipient’s status in a union. If the aggregate for the year exceeds $250, all payments become reportable. Therefore, all gifts, gratuities and entertainment must be tracked.

5.7.15 Non-ERISA State, County, City or Local Government Plans

Most state statutes establish and regulate retirement plans for state employees, and usually include a code of ethics or guidelines (and possible reporting requirements) on gifts and entertainment. Employees must obtain and review a specific state’s statutes prior to gifting or entertainment.

Entertainment and other acts of hospitality toward government or political officials should never compromise or appear to compromise the integrity or reputation of the official or Seix. When entertainment is extended, it should be with the expectation that it will become a matter of public knowledge.

5.7.16 Non-ERISA State Government Plan — Florida State Statutes 112.313 Standards of Conduct for all public officers and employees of state and municipal agencies

A Public Officer is any person elected or appointed to hold office in any agency, or advisory board (including trustees of FSS 112, FSS 175, and FSS 185 Retirement Plans).

No Public Officer shall solicit or accept anything of value, including a gift, food or beverage, tickets to events, plants, or any other similar service or thing having an attributable value which would influence their decision making.

As most neighboring states have similar codes, employees should review the relevant state’s statutes prior to engaging in such practice with any public officer/plan official.

5.7.17 ERISA

ERISA is the federal law which governs the administration and management of qualified retirement plans sponsored by entities in the “Private Industry” (i.e. “for-profit”

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corporations, partnerships, etc.), and is aimed at protecting the rights and exclusive benefits of plan participants and plan assets. ERISA:

1. Mandates plan fiduciaries to act, manage, control and perform their duties solely in the best interest of plan participants;

2. Prohibits “self dealing” (i.e. facilitating plan transactions):

• In one’s own personal interest;

• With “parties in interest.”

Plans which are not subject to ERISA, but often adopt ERISA or “ERISA-like” standards include:

• Public plans, plans established under federal, state or local government (government entities);

• Certain church or church associated plans;

• Unfunded excess benefit plans (Private Industry);

• Plans solely for workers’ compensation, unemployment, or disability; and

• Plans established outside of the US for non-resident aliens.

5.7.18 “ERISA-Like” Standards

Seix employees must obtain, review, and be familiar with relevant ERISA rules, in particular the prohibited transaction rules, as well as Client plan documents or policies prior to giving or accepting gifts or entertainment in connection with ERISA account employees or officials. Violating, or causing someone else to violate, ERISA rules is serious and is detrimental to the Firm and to the individual causing the violation.

5.7.19 Enforcement

If the CCO, or his/her designee, finds that a violation has occurred, he/she may, after determining the seriousness of the infraction, impose one or all of the following:

§	Verbal Admonishment;
§	Written acknowledgement from the employee that he/she has reviewed, fully understands and agrees to abide by the policy;

§ Written notice to the employee’s HR file including steps taken to ensure full compliance in the future;

§ Suspension or termination of employment

Severity of the violation and any history of non-adherence to the Code will be the basis for a determination of appropriate disciplinary action.

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Director Related Company Policy

The Firm, when exercising investment discretion, shall not purchase or recommend the purchase of any/all securities, debt, convertible, equity or hybrid, issued or guaranteed by SunTrust Banks, Inc.

The Firm when exercising investment discretion shall not purchase or recommend the purchase of any EQUITY SECURITIES issued or guaranteed by:

1)	Publicly traded companies or subsidiaries whose CEO or CFO is also a member of the Board of Directors of SunTrust Banks, Inc., RidgeWorth Capital Management Inc. or Seix.
2)	Publicly traded companies or subsidiaries whose boards include a member of Seix.

Securities acquired before adoption or amendment of this Policy that would act to prohibit such an acquisition and which have a fixed maturity, may be held to maturity. Securities in that category which do not have a fixed maturity shall be disposed of within in a reasonable time after such adoption or amendment in a manner consistent with the Investment Guidelines of the account and needs of the Client.

For accounts where investment discretion is duly delegated pursuant to the governing document or applicable law for the account to an independent investment manager having no affiliation to SunTrust Banks, Inc., the provisions of this Policy shall not apply to the independent investment manager.

Exceptions to this Policy may be approved by the relevant official committee, Seix CCO, RidgeWorth Fund’s CCO and RidgeWorth Funds Board of Trustees as appropriate under the following instances:

1)	Purchases made to duplicate an index; and
2)	An external Powerholder1 with respect to an account duly exercises that power to direct the bank/firm/company in writing to purchase such a security or to retain current holdings of those securities, after the bank/firm/company has disclosed its relationship with the issuer to the Powerholder.

¹ A Powerholder is a person or entity who reserves investment discretion over certain assets within an account of which they are the owner, or serves in a fiduciary or agency capacity, or has been properly delegated investment authority over an account.

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Please see Exhibit N for a listing of these restricted securities.

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Selective Disclosure of Portfolio Holdings

5.9.1 Background

In the fall of 2003, the Securities and Exchange Commission launched a major inquiry into selective portfolio disclosures based on information it found in its probe of market timing and late trading in mutual fund shares. Allowing a chosen few investors to “peek” at a fund’s portfolio, which could involve insider trading, certainly raises issues about fiduciary duty. Large investors, such as hedge funds, trying to time trades in a fund’s shares would be greatly advantaged by knowing the fund’s latest portfolio holdings.

Due to the similarities within disciplines between mutual funds and separate accounts, this policy is applicable to the RidgeWorth Funds, separately managed account portfolios, and SunTrust Bank Common/Collective Trust Funds.

5.9.2 Conditions for Obtaining Portfolio Information

In accordance with the SEC’s amendment to Form N-1A, and consistent with the antifraud provisions of the federal securities laws and Seix’s fiduciary duty, Seix has adopted and implemented the Selective Disclosure of Portfolio Holdings policy and procedures with respect to the disclosure of portfolio holdings information of separately managed accounts, common and collective trust funds, and the RidgeWorth Funds. Seix may furnish portfolio holdings to third parties provided the following conditions are met:

1.	The purpose for the information being sent to the third party represents a “legitimate business purpose,1”
2.	The third party has signed and returned a Confidentiality Agreement (Agreement); and
3.	Such disclosure is consistent with the antifraud provisions of the federal securities laws and Seix’s fiduciary duty.

5.9.3 Obtaining Portfolio Information

Portfolio holdings information of the RidgeWorth Funds may be obtained by shareholders and the general public at no charge by (1) accessing the funds’ latest annual or semi-annual report, or its latest Form N-Q by visiting the SEC website at www.sec.gov, or (2) by accessing the Holdings page of each mutual fund located on the RidgeWorth Funds’ website, located at www.ridgeworthfunds.com. The Holdings page is updated monthly no earlier than 15 days after each month end.

¹ For the purpose of this policy a “legitimate business purpose” shall mean an activity which (1) is in the best interest of Clients and shareholders of the RidgeWorth Funds, and (2) is permitted under applicable regulation and company policy.

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Clients in separately managed accounts may receive portfolio holdings of their account at any time without signing an Agreement. However, a third party requesting information with respect to a separately managed account must meet the conditions stated above. Additionally, the separately managed account Client must consent in writing to allow Seix to provide portfolio holdings information to the third party.

Under no circumstances shall a shareholder or Client or third party be sent the name of any security the firm is considering for purchase or sale.

5.9.4 RidgeWorth Funds Disclosure

The RidgeWorth Funds shall:

1.	Describe in its Statement of Additional Information (“SAI”) its policies and procedures with respect to any ongoing arrangements by which the disclosure of the Funds’ portfolio holdings information is provided; and
2.	State in its prospectus that a description of the policies and procedures is available in the Funds’ SAI.

5.9.5 Confidentiality Agreement

The Confidentiality Agreement must be signed by a third party requesting non-public portfolio holdings information related to separately managed accounts (if other than the account holder), SunTrust Bank Common/Collective Trust Fund, or RidgeWorth Funds. The Agreement is designed to protect the investments of Clients and shareholders from the risk of loss due to the misuse of non-public information. The Agreement specifically precludes any individual from purchasing or selling securities based on the information provided to them under the Agreement.

The Agreement is reviewed by Compliance and signed by the Chief Compliance Officer, or his or her designee, upon approval.

Similar agreements presented by the requesting third party may be used provided Compliance approves the agreement. These “non-standard” agreements shall be subjected to the same review and approval process as the standard agreements.

5.9.6 Ratings Agencies

Mutual fund portfolio holdings information may be provided to those ratings agencies (i.e. Morningstar, Lipper, Thompson Financial, Standard & Poor’s, etc) which execute the Agreement. In most cases, portfolio holdings information is provided to ratings

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agencies by the RidgeWorth Fund Administrator, Citi Fund Services, Limited Partnership.

Citi Fund Services, Limited Partnership, on behalf of RidgeWorth Funds, prepares and files Form N-Q with the SEC within 60 days of the fiscal quarter end.

5.9.7 Disclosure to U.S and State Government Agencies

Agents of the United States federal and state government agencies will not be required to sign an Agreement prior to receiving requested holdings information.

5.9.8 Service Providers and Temporary Insiders

The Funds operate primarily due to the performance of duties provided by service providers, such as the adviser, the fund administrator, fund accountant, transfer agent, custodian, and distributor. Persons employed by these service providers are not required to sign and return an Agreement if in the course of normal business the holdings information of the Funds is disclosed, based on the assumption that such persons generally are bound by confidentiality under their respective service agreements. Likewise, certain “temporary insiders” such as legal counsel, accountants, etc., will not be asked to sign an Agreement, based on the assumption that they are subject to professional duties of confidentiality.

5.9.9 No Compensation

Neither Seix nor any of its affiliates receive compensation, or any other consideration, from recipients of non-public portfolio holdings information, or any other party, for the sole purpose of receiving such information.

5.9.10 Procedures

Seix employees receiving requests from third parties for non-mutual fund portfolio holdings information shall forward the request to Seix’s Compliance Department. Compliance will coordinate the Agreement review process with the third party. Upon receipt of the signed Agreement, holdings may be provided to the requesting party.

All signed Agreements are maintained by the Compliance Department in accordance with Seix’s record retention schedule.

5.9.11 Internal Controls

The CCO, or his or her designee, shall:

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1.	Communicate the requirements of this policy to Seix employees;
2.	Review and test these policies and procedures to ensure their continued effectiveness; and
3.	Present material changes to these policies and procedures to the RidgeWorth Funds Board of Trustees for review and approval.

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Information Control Policy

5.10.1 Summary

Seix, in the course of its daily High Yield Portfolio Management activities, makes considerable investments in publicly available and publicly traded debt of both publicly owned and privately held companies/issuers.

Seix further leverages its high yield credit research, portfolio management and trading expertise by also serving as a collateral manager for Collateralized Loan Obligation (“CLO”) transactions, which are comprised primarily of high yield bank loans.

Seix Structured Products LLC (“SSP”) will utilize services and resources of certain Seix personnel who have been elected officers of SSP for its investment and trading processes as warehouse manager for affiliated CLO issuers during their warehouse phase.

Unrelated to the CLO issuer transactions, Seix may directly purchase high yield bank loans in the open market for certain managed discretionary separate accounts, and/or registered and unregistered funds where legally permitted, suitable, and appropriately disclosed.

The High Yield Bank Loan Group (consisting of the High Yield Bank Loan Group Head, research analysts and High Yield Bank Loan Trader) and the existing High Yield Management Group (consisting of the High Yield portfolio managers, research analysts and traders) are fully integrated within Seix and are physically located in close proximity to one another.

The High Yield Trading Desk generally operates within the Public information market and as a rule, believes that insider information will not be of material benefit. Therefore, the High Yield Bank Loan Group will generally conduct its bank loan and portfolio management activity based on publicly available syndicate and/or general research information sources for purchases into separately managed accounts, CLO issuer warehouses, the CLOs, registered funds and unregistered funds.

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As a general rule, the High Yield Bank Loan Group and/or High Yield Management Group will NOT have access to, request, receive, or take possession of “borrower confidential information¹”, or “material non-public information².”

However, Seix reserves the right, in the rare event that a publicly traded company does not currently issue publicly traded debt securities and/or a privately held company does not have its records appropriately disclosed, to acquire or access confidential and/or MNPI on a specific company if it is believed the information will add significant value to the High Yield Bank Loan Group Research Analyst’s credit review process and will not unfairly disadvantage other Clients.

Federal securities, state securities, Federal Reserve board laws and various other regulatory agencies and associations strictly prohibit insider trading activities and trading on certain information not generally made available to the public. Therefore, Seix has established policies and procedures to protect its Clients and Fund shareholders against the misappropriation of MNPI.

This Information Control Policy, applicable information walls and related restricted lists are intended to safeguard against potential improprieties and conflicts of interest as they relate to the inappropriate dissemination of or general misuse of Agent information and/or MNPI.

1

“Borrower confidential information” is material information provided by the borrower in private to the agent or to a limited number of syndicate members, also referred to as “Agent information”. Agent information does not include information given to or made available to all lenders in a private credit facility (“Private Information”).

2

Material, non-public information (“MNPI”) generally refers to information on a publicly traded company that would be important to an investor in making an investment decision and would likely alter the total mix of information made available to security holders. Information is generally considered non-public until it has been effectively circulated to the general public through a public dissemination such as a news story, press release or filing with the Securities and Exchange Commission.

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The High Yield Bank Loan Group Head, the applicable Research Analysts and the High Yield Bank Loan Trader are the only authorized individual(s) who may elect to receive Agent information and/or MNPI from the company/issuer or designated Agent Bank(s).

In the event of such an election, the Information Sharing Control Policy and Procedures (“information walls”) must be strictly enforced.

The following procedures relate to acquiring or accessing MNPI, Agent or Private information. Trading on the basis of MNPI is strictly prohibited. It is assumed throughout this document that all appropriate books and records are maintained and all regulations are enforced.

5.10.2 Information Sharing Control Policy and Procedures

Should the election to accept MNPI, Agent or Private information be exercised by the High Yield Bank Loan Group Head or his designee, the authorized officer (the High Yield Bank Loan Group Head, High Yield Loan Trader or the applicable research analyst) will email the Compliance Officer (the “CO”) and the Director of Bank Loan Administration that the issuer should be placed on the Seix Restricted List.

Upon receipt the CO shall immediately:

1.	Review Seix’s holdings to ensure that Seix does not hold any publicly-traded securities of that issuer.
2.	Confirm via email to the Head of High Yield Research, the portfolio managers for the CLOs and the COF, the CCO, the Senior Risk Manager, the Bank Loan Trade Assistant, the Bank Loan Trader, the Paralegal and the Director of Bank Loan Administration that the company/issuer is being added to the Seix Restricted List.
3.	The CO will research the company/issuer’s ultimate parent company and send that information to the Senior Risk Manager. The ultimate parent company will not be used if that parent is an investment company or private equity firm. In those cases, the next level down in the parent hierarchy will then be used.

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4.	The Senior Risk Manager will code the company/issuer and add the issuer to the Seix Restricted List in Bloomberg using Bloomberg’s Company ID.
5.	At that point forward, any and all Seix trading in the designated securities of any restricted company/issuer in that name will be monitored. The only securities that may be traded in that issuer’s name are bank loans. At that time, bank loans may be purchased for any eligible Client. No personal trading in that company/issuer name is allowed
6.	If a request is made to remove the issuer from the Seix Restricted List (i.e., the MNPI either has become Public or is no longer material), the analyst/trader must submit a rationale to the CO, the High Yield Loan Trader and the High Yield Bank Loan Group Head, who will each approve the removal of the issuer name. If necessary, a meeting will be called to determine if the issuer may be removed from the Seix Restricted List.
7.	As long as Seix owns the bank loans of a restricted issuer, that issuer may not be removed from the Seix Restricted List.
8.	If the new issue of an issuer on the Seix Restricted List has been declined, then the respective research analyst must email the CO and the Director of Bank Loan Administration that they have declined such new issue. The issuer will be removed from the Seix Restricted List 180 days after the email is received by the CO.
9.	In addition, all issuers on the Seix Restricted List must remain on the Seix Restricted List for a minimum of six months before it is determined that Seix no longer has any MNPI, Agent or Private information.
10.	The Seix Restricted List is maintained in the confidential directory of the CO to maintain the integrity of the source document.
11.	Each time a change is made to the Seix Restricted List, the CO will save the Seix Restricted List with that day’s date, to ensure a proper audit trail.
12.	On a regular basis, Compliance will compare its Seix Restricted List to the coded list in Bloomberg to ensure that the lists are consistent. This comparison will be documented by the CO.

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13.	Review the Seix Restricted List in Bloomberg when changes are made to ensure that the list is updated timely. This review will be documented by the CO.
14.	Advise the CCO of any discrepancies without regard to materiality.

In addition to the CO’s Restricted List, in a confidential directory to which only the Administrators and CCO have access, the Director of Bank Loan Administration maintains an independent Restricted List. The Director of Bank Loan Administration completes a monthly reconciliation between the two Restricted Lists, researches discrepancies, and coordinates with the CO to ensure resolution of any discrepancies.

5.10.3 Private Information

Upon the issuer being placed on the CO’s Restricted List the High Yield Loan Trader shall provide the applicable Agent Bank(s) with explicit procedures for conveying all Private information going forward including but not limited to the following details:

1.	Specific and exact physical address, secured and dedicated fax lines, secured email addresses/instructions for the physical delivery of notifications of Amendments and any/all other confidential information.
2.	The Director of Bank Loan Operations, the Bank Loan Administrators, and the Paralegal (collectively, the “Administrators”) are the sole authorized recipients permitted to obtain and process all Private information. These authorized recipients are also responsible for safeguarding such information (i.e., copies may not be left on desk; related material may not be left in plain sight).

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3.	If the issuer is on the CO’s Restricted List, Private information may be shared with the entire High Yield Team.
4.	Prior to initiating any access to Private information, the High Yield Bank Loan Group Head, High Yield Bond Group Head and High Yield Loan Trader must verify that current Clients and/or shareholders of any related publicly traded securities will not be harmed by the inability of members of the High Yield Groups to share relevant knowledge.

5.10.4. MNPI and Agent Information

1. Upon receipt of MNPI or Agent information, every employee with knowledge of such information must immediately consider all applicable security related information as private and act accordingly and in compliance with all appropriate policies and procedures. All physical documents containing MNPI or Agent information will be held in secure and locked cabinets which will only be accessed by the CCO, the CO and the Administrators.

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2.	Any individual who provides MNPI to other Seix or non-Seix personnel must immediately notify the High Yield Bank Loan Group Head with contact information and why the information was passed on.
3.	The High Yield Bank Loan Group Head must then immediately notify the CCO or CO with the same information.
4.	MNPI and Agent information may not be used or considered when making a determination to buy or sell a security. Any Seix employee in possession of any MNPI or Agent information may not have any input into the process of determining whether to buy or sell a security issued by the party, or any affiliate of such party, to which such MNPI or Agent information relates.
5.	The CCO, in consultation with the High Yield Bank Loan Group Head and/or the High Yield Bank Loan Trader, is responsible for determining and defining MNPI, always erring on the side of caution when doubt exists (i.e., the material should be kept behind the information wall and considered to be restricted).
6.	The CO should be immediately notified if anyone becomes aware of a breach of fiduciary duty, or believes there may be a possible breach of fiduciary duty, as it relates to the proper use of MNPI.
7.	The CO will assess the situation and consult with the CCO who will contact the CEO, outside counsel and others as needed.
8.	Any unauthorized individual who inadvertently or deliberately receives or obtains Private information must immediately notify the CO. The CO will assess the situation; consult with the CCO who will contact the CEO, Legal Counsel and others as needed.

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5.10.5. Access to Research on Bank Loan Borrowers

1.	Three primary online applications will be employed to gain access to research on bank loan borrowers: a) IntraLinks; 2) SynTrack; and 3) Barclays Capital Online.
2.	Passwords for these applications shall only be granted to the Administrators.
3.	The Administrators are responsible for controlling access to these loan related applications. Passwords should not be shared or given to anyone without the CO’s or CCO’s approval.
4.	All relevant research and information as published by these online applications will be clearly marked “Public” or “Private.” The Administrators shall be responsible for the appropriate distribution to the assigned Research Analyst for review.
5.	Once the Research Analyst receives any Private information, they and all other personnel who will be required to work with this information must immediately consider all applicable issuer/security related information as private and act accordingly and in compliance with all appropriate policies and procedures.
6.	Each Administrator opening the appropriate online application (to obtain Public or Private information) will be responsible for ensuring that Private information is prohibited and not accessed by any unauthorized individuals. In cases where the High Yield Trade Desk elects to operate within the public market (i.e., the issuer is not on the Restricted List), the Administrators will only share research and information that is clearly marked as “Public” by the online applications. If the online application does not classify a particular document as either “Public” or “Private”, the Paralegal will attempt to locate the document or its content via Bloomberg notices, press releases or other public means. If the Paralegal is able to locate through public means, then the information can be shared with the High Yield Trade Desk. If the Paralegal cannot locate through public means, he will notify the other Administrators that such document is deemed “Private” and cannot be shared with the High Yield Trade

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Desk. In such cases, the Administrators will only share this information with the CCO and CO.

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October 24, 2008

POLICY

Bank Loan Amendment Voting Policies and Procedures

Amendments to a credit agreement arise when the issuer of a bank loan proposes a modification to one or more terms as outlined in the executed credit agreement. Requests for changes to an executed credit agreement are processed with the creation of an amendment by the loan issuer and the administrative agent. Based upon the type of amendment request, different levels of lender approval are generally required.

1)	Required Lender Approval — approval of amendments not affecting interest rate, maturity, amortization or rights in collateral requires a simple majority.
2)	Full Vote Approval — requires affirmative vote of all lenders to approve certain material changes such as interest rate, maturity, amortization or rights in collateral.
3)	Super Majority Approval — requires 80% of lender approval for certain material changes such as in-term amortization repayments and release of collateral.

Required Lender and Full Vote Approvals are the most common forms of approval required by amendments. Super majority approval is less common in the current bank loan marketplace.

Amendments are made available by the administrative agent to the lender community via one of three online documentation applications: a) Intralinks; b) Syndtrak; and c) Barclays Capital Online. The Director of Bank Loan Administration or the Bank Loan Administrator(s) (collectively, the “Administrator”) is responsible for ensuring that online access to one of these applications is maintained for each credit that is held in any Seix portfolio. On a monthly basis the Administrator completes a reconciliation of the online applications — in cases where access has not been granted to a credit that is owned in a Seix portfolio, the Administrator contacts the administrative agent directly and requests the necessary access. Access to the online sites is granted to bankloans@seixadvisors.com, a master email account whose members consist only of the Administrators and the Paralegal. In addition, only the Administrators and the Paralegal are privy to the passwords required to enter these sites. At no time will any other Seix employees receive access to the master email account or the online sites, unless specifically requested or approved by the CO or CCO.

On a daily basis the Administrators receive email notifications from Intralinks, Syndtrak and Barclays Capital Online into the master bankloans@seixadvisors.com account. The Administrators are responsible for

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monitoring all documents posted to these three online applications, being certain to identify pending amendments within 24 hours of receipt and process according to these Bank Loan Amendment Voting Policies and Procedures.

In conjunction with a secure password (whose access is controlled by the Administrators), the three online applications can be accessed as follows:

1)	www.intralinks.com
2)	www.syndtrak.com
3)	www.ecommerce.barcap.com

Each online application generally requires that a lender designate itself as “Public” or “Private” on each bank loan credit. The lenders designation directly impacts the ability of that lender to view documentation made available by the administrative agent on the online applications. For example, should a lender designate itself as “Public” on a particular credit, only public documentation will be made available. However, should a lender designate itself as “Private” on a particular credit, public as well as private and/or material non-public information (“MNPI”) will be made available. In accordance with the 5.10 Information Control Policy, the Administrators are the sole authorized recipients permitted to receive and process all Private information therefore, each online site is designated as “Private.” When lenders designate themselves as Private, they will have access to both Public and Private information. If designated as Public, only Public information will be available.

As per the 5.10 Information Control Policy, the Administrators and the CO each maintain a Restricted List which designates specific credits as those where the High Yield Bank Loan Group may receive Private information and/or MNPI. As part of the Bank Loan Amendment Voting Policies and Procedures, the Administrator will consult with the Restricted Lists to determine public vs. private classification of each bank loan credit and ensure that amendments are communicated only to authorized Seix individuals.

The Administrators will process any/all amendments as follows:

Amendments Where Seix Owns a Bank Loan and Is Operating On Public Designation

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A)	If the amendment posted to the online application is listed as “Public,” the Administrator will save an electronic copy of the amendment and any supporting public documentation to a confidential folder and send it via email to the High Yield Bank Loan Group Head, the applicable Research Analyst, the Paralegal and the CCO. The email will also include the date by which the amendment response is due as well as the portfolio(s) impacted by the amendment. In certain cases, the High Yield Bank Loan Group Head will request that a legal summary of the amendment be prepared by the Paralegal. Upon reviewing the amendment and summary document, where applicable, the High Yield Bank Loan Group Head will send an email to the Administrators notifying them to either approve or decline the amendment. If told to approve the amendment, the Administrators will prepare the appropriate signature pages — by using the electronic signature of the High Yield Bank Loan Group Head - and submit a scanned copy of the approval to the parties as indicated within the supporting amendment documentation. If told to decline the amendment, the Administrators will take no further action.
B)	If the amendment posted to the online application is listed as “Private,” and the issuer is not on the Restricted List, the Administrator will save an electronic copy of the amendment and any supporting documentation to a confidential folder and send it via email to the CCO and the Paralegal. The email will also include the date by which the amendment response is due as well as the portfolio(s) impacted by the amendment. The CCO and Paralegal will review the amendment and send an email to the Administrators notifying them to either approve or decline the amendment. If told to approve the amendment, the Administrators will prepare the appropriate signature pages — by using the electronic signature of the High Yield Bank Loan Group Head — and submit a scanned copy of the approval to the parties as indicated within the supporting amendment documentation. If told to decline the amendment, the Administrators will take no further action.
C)	If the amendment posted to the online application is not listed as “Public” or “Private,” the Administrators will save an electronic copy of the amendment and any supporting documentation to a confidential folder and send it via email to the Paralegal. The Paralegal will attempt to locate the amendment or its content via Bloomberg notices, press releases or other public means. If the Paralegal is able to locate information regarding the amendment through public means, he will notify the Administrators that the amendment should be treated as “Public” and can be shared with the High Yield Bank Loan Group Head and the applicable Research Analyst. If the Paralegal cannot locate

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through public means, he will notify the other Administrators that the amendment should be treated as “Private” and/or containing MNPI and cannot be shared with the High Yield Bank Loan Group Head or the applicable Research Analyst. In such cases, the CCO and Paralegal will review the amendment and send an email to the Administrators notifying them to either approve or decline the amendment. If told to approve the amendment, the Administrators will prepare the appropriate signature pages — by using the electronic signature of the High Yield Bank Loan Group Head — and submit a scanned copy of the approval to the parties as indicated within the supporting amendment documentation. If told to decline the amendment, the Administrators will take no further action.

Amendments Where Seix Owns a Bank Loan and Is Operating On Private Designation

If the amendment posted to the online application is listed as “Public,” “Private” or not listed as either, and the issuer is on the Restricted List, the Administrator will save an electronic copy of the amendment and any supporting public documentation to a confidential folder and send it via email to the High Yield Bank Loan Group Head, the applicable Research Analyst, the Paralegal and the CCO. The email will also include the date by which the amendment response is due as well as the portfolio(s) impacted by the amendment. In certain cases, the High Yield Bank Loan Group Head will request that a legal summary of the amendment be prepared by the Paralegal. Upon reviewing the amendment and summary document, where applicable, the High Yield Bank Loan Group Head will send an email to the Administrators notifying them to either approve or decline the amendment. If told to approve the amendment, the Administrators will prepare the appropriate signature pages — by using the electronic signature of the High Yield Bank Loan Group Head — and submit a scanned copy of the approval to the parties as indicated within the supporting amendment documentation. If told to decline the amendment, the Administrators will take no further action.

All amendments are tracked in the Amendment Spreadsheet, an Excel file which can be accessed only by the Administrators, the CCO and the Paralegal. This spreadsheet monitors the public/private classification of an amendment, the public/private designation of the credit as determined by the High Yield Bank Loan Group Head, impacted portfolios, and the dates each amendment was a) posted on the online application; b) shared with the appropriate Seix personnel; and/or c) submitted to external parties, if approved.

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In addition, any amendment impacting a credit held in the RidgeWorth Mutual Funds must be communicated to designated personnel at Citi Fund Services, acting as the fund administrator. Details to be shared electronically with Citi Fund Services include the amendment document, legal summary (if available/applicable), LXidentifier and fee income.

COVER

May 28, 2010

VIA EDGAR

U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

Re: RidgeWorth Funds (File Nos. 033-45671 and 811-06557)
Filing Pursuant to Rule 485(a)                                                 

Ladies and Gentlemen:

Submitted for filing electronically on behalf of RidgeWorth Funds (the “Trust”), pursuant to Rule 485(a) under the Securities Act of 1933, as amended, and to the Investment Company Act of 1940, as amended, is Post-effective Amendment No. 81 (the “Amendment”) to the Trust’s registration statement on Form N-1A.

This Amendment is being filed to reflect changes to the Trust’s Registration Statement pursuant to the Securities and Exchange Commission’s March 31, 2009 amendments to Form N-1A, in order to enhance the disclosures that are provided to mutual fund investors.

Please contact myself at (617) 824-1381 and Magda El Guindi-Rosenbaum, Esq. at (202) 739-5778 if you have any questions or comments regarding this filing.

Very truly yours,

/s/ Jennifer English

Jennifer English