485BPOS

As filed with the Securities and Exchange Commission on July 29, 2011

Securities Act File No. 033-45671
Investment Company Act File No. 811-06557

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 þ
Post-Effective Amendment No. 84 þ

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 þ
Amendment No. 86 þ

RIDGEWORTH FUNDS

(Exact Name of Registrant as Specified in Charter)

3333 Piedmont Road, Suite 1500
Atlanta, GA 30305
(Address of Principal Executive Office) (Zip Code)

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

Julia Short
President
RidgeWorth Funds
3333 Piedmont Road, Suite 1500
Atlanta, GA 30305
(Name and Address of Agent for Service)

Copies to:

W. John McGuire, Esq.

Morgan, Lewis & Bockius LLP

1111 Pennsylvania Ave., NW

Washington, DC 20004-2541

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

þ Immediately upon filing pursuant to paragraph (b)
o On ____ pursuant to paragraph (b)
o 60 days after filing pursuant to paragraph (a)(1)
o On ____ pursuant to paragraph (a)(1)
o 75 days after filing pursuant to paragraph (a)(2)
o On ____ 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.

ALLOCATION STRATEGIES
A, C, & I SHARES PROSPECTUS

August 1, 2011

	A Shares	C Shares	I Shares
Investment Adviser: RidgeWorth Investments®
• Aggressive Growth Allocation Strategy	SLAAX	CLVLX	CVMGX
• Conservative Allocation Strategy	SVCAX	SCCLX	SCCTX
• Growth Allocation Strategy	SGIAX	SGILX	CLVGX
• Moderate Allocation Strategy	SVMAX	SVGLX	CLVBX

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.

Table of Contents

1	Aggressive Growth Allocation Strategy
5	Conservative Allocation Strategy
10	Growth Allocation Strategy
15	Moderate Allocation Strategy
20	More Information About Risk
26	More Information About Indices
26	More Information About Fund Investments
27	Information About Portfolio Holdings
27	Management
28	Purchasing, Selling and Exchanging Fund Shares
37	Market Timing Policies and Procedures
38	Distribution of Fund Shares
38	Dividends and Distributions
39	Taxes
40	Financial Highlights
Back Cover	How to Obtain More Information About RidgeWorth Funds

August 1, 2011

RidgeWorth Investments^® is the trade name of RidgeWorth Capital Management, Inc.

Allocation Strategy   1

AGGRESSIVE GROWTH ALLOCATION STRATEGY

Summary Section

A Shares, C Shares and I Shares

Investment Objective

The Aggressive Growth Allocation Strategy (the “Fund”) seeks to provide a high level of capital appreciation.

Fees and Expenses of the Fund

The following 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 31 of the Fund’s prospectus and Rights of Accumulation on page 32 of the Fund’s statement of additional information.

Shareholder Fees
(fees paid directly from your investment)

	A Shares		C Shares		I Shares
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)

	A Shares		C Shares		I Shares
Management Fees		0.10%		0.10%		0.10%
Distribution (12b-1) Fees		0.30%		1.00%		None
Other Expenses		0.44%		0.42%		0.42%
Acquired Fund Fees and Expenses(1)		1.05%		1.05%		1.05%
Total Annual Fund Operating Expenses		1.89%		2.57%		1.57%
Fee Waivers and/or Expense Reimbursements(2)		(0.34)%		(0.32)%		(0.32)%
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements		1.55%		2.25%		1.25%

(1)

“Acquired Fund Fees and Expenses” reflect the Fund’s pro rata share of the fees and expenses incurred by investing in other investment companies. The impact of Acquired Fund Fees and Expenses is included in the total returns of the Fund. Acquired Fund Fees and Expenses are not used to calculate the Fund’s net asset value per share (“NAV”) and are not included in the calculation of the ratio of expenses to average net assets shown in the Financial Highlights section of the Fund’s prospectus.

(2)

The Adviser has contractually agreed to waive fees and reimburse expenses until at least August 1, 2012 in order to keep Total Annual Fund Operating Expenses (excluding, as applicable, taxes, brokerage commissions, substitute dividend expenses on securities sold short, extraordinary expenses and acquired fund fees and expenses) from exceeding 0.50%, 1.20% and 0.20% for the A, C and I Shares, respectively. This agreement shall terminate upon the termination of the Investment Advisory Agreement between RidgeWorth Funds and the Adviser, or it may be terminated upon written notice to the Adviser by RidgeWorth Funds.

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	$	725	$	1,106	$	1,512	$	2,642
C Shares	$	329	$	772	$	1,341	$	2,891
I Shares	$	128	$	465	$	827	$	1,847

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

	1 Year		3 Years		5 Years		10 Years
A Shares	$	725	$	1,106	$	1,512	$	2,642
C Shares	$	229	$	772	$	1,341	$	2,891
I Shares	$	128	$	465	$	827	$	1,847

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 19% of the average value of its portfolio.

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AGGRESSIVE GROWTH ALLOCATION STRATEGY

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its assets in RidgeWorth Equity Funds and exchange-traded funds (“ETFs”) that invest in equity securities (together, “Underlying Funds”). The Fund’s remaining assets may be invested in cash and cash equivalents, including unaffiliated 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. Certain Underlying Funds may invest in companies of any size and in both developed and emerging markets.

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’s portfolio among asset classes. The table also shows the sectors within those asset classes to which the Fund may have exposure.

	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 Market Capitalizations)
Underlying Money Market Investments		0-20	%

Principal Investment Risks

You may lose money if you invest in the Fund. 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.

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. Certain risks associated with investing in the Underlying Funds are described in this section.

Asset Allocation Risk: Asset allocation risk is the risk that the Fund could lose money as a result of less than optimal or poor asset allocation decisions as to how its assets are allocated or re-allocated.

Equity Securities Risk: The price of equity securities fluctuates from time to time based on changes in a company’s financial condition or overall market and economic conditions. As a result, the value of the Fund’s equity securities may fluctuate drastically from day to day.

Large-Capitalization Companies 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 small-capitalization companies.

Small- and Mid-Capitalization Companies 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 large-capitalization companies. Small- and mid-capitalization companies may be newer or less established and may have limited resources, products and markets, and be less liquid.

Value Investing Risk: Value investing attempts to identify strong companies whose stocks are selling at a discount from their perceived true worth. It is subject to the risk that the stocks’ intrinsic values may never be fully recognized or realized by the market, their prices may go down, or that stocks judged to be undervalued by the Fund or an Underlying Fund may actually be appropriately priced or remained undervalued.

Growth Stock Risk: Growth stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks. 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 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

Allocation Strategy   3

AGGRESSIVE GROWTH ALLOCATION STRATEGY

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

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.

Real Estate Investment Risk: The Fund or an Underlying ETF invests in companies that invest in real estate and is exposed to risks specific to the real estate market, including interest rate risk, leverage risk, property risk and management risk.

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 (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
16.09%	-21.29%
(6/30/09)	(12/31/08)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 4.73%.

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

	1 Year		5 Years		10 Years
A Shares Returns Before Taxes		15.78%		3.04%		2.95%
C Shares Returns Before Taxes		14.83%		2.30%		2.58%
I Shares Returns Before Taxes		16.11%		3.35%		3.17%
I Shares Returns After Taxes on Distributions		15.85%		1.54%		2.17%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		10.64%		2.35%		2.44%
S&P 500 Index (reflects no deductions for fees, expenses or taxes)		15.06%		2.29%		1.41%

After-tax returns are calculated using the historical highest individual U.S. 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 (“IRAs”). After-tax returns are shown for only the I Shares. After-tax returns for other share classes will vary.

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. 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,

4  Allocation Strategy

AGGRESSIVE GROWTH ALLOCATION STRATEGY

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 share class are shown below, although these minimums may be reduced or waived in some cases.

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

Subsequent investments in A or C Shares must be made in amounts of at least $1,000. The Fund may accept investments of smaller amounts for either class of shares at its discretion. There are no minimums for subsequent investments in I 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 IRA.

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 website for more information.

Allocation Strategy   5

CONSERVATIVE ALLOCATION STRATEGY

Summary Section

A Shares, C Shares and I Shares

Investment Objective

The Conservative Allocation Strategy (the “Fund”) seeks to provide a high level of capital appreciation and current income.

Fees and Expenses of the Fund

The following 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 31 of the Fund’s prospectus and Rights of Accumulation on page 32 of the Fund’s statement of additional information.

Shareholder Fees
(fees paid directly from your investment)

	A Shares		C Shares		I Shares
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)

	A Shares		C Shares		I Shares
Management Fees		0.10%		0.10%		0.10%
Distribution (12b-1) Fees		0.30%		1.00%		None
Other Expenses		0.56%		0.55%		0.56%
Acquired Fund Fees and Expenses(1)		0.51%		0.51%		0.51%
Total Annual Fund Operating Expenses		1.47%		2.16%		1.17%
Fee Waivers and/or Expense Reimbursements(2)		(0.46)%		(0.45)%		(0.46)%
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements		1.01%		1.71%		0.71%

(1)  “Acquired Fund Fees and Expenses” reflect the Fund’s pro rata share of the fees and expenses incurred by investing in other investment companies. The impact of Acquired Fund Fees and Expenses is included in the total returns of the Fund. Acquired Fund Fees and Expenses are not used to calculate the Fund’s NAV and are not included in the calculation of the ratio of expenses to average net assets shown in the Financial Highlights section of the Fund’s prospectus.

(2)  The Adviser has contractually agreed to waive fees and reimburse expenses until at least August 1, 2012 in order to keep Total Annual Fund Operating Expenses (excluding, as applicable, taxes, brokerage commissions, substitute dividend expenses on securities sold short, extraordinary expenses and acquired fund fees and expenses) from exceeding 0.50%, 1.20% and 0.20% for the A, C and I Shares, respectively. This agreement shall terminate upon the termination of the Investment Advisory Agreement between RidgeWorth Funds and the Adviser, or it may be terminated upon written notice to the Adviser by RidgeWorth Funds.

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	$	574	$	876	$	1,201	$	2,118
C Shares	$	274	$	635	$	1,122	$	2,466
I Shares	$	73	$	327	$	601	$	1,385

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

	1 Year		3 Years		5 Years		10 Years
A Shares	$	574	$	876	$	1,201	$	2,118
C Shares	$	174	$	635	$	1,122	$	2,466
I Shares	$	73	$	327	$	601	$	1,385

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 28% of the average value of its portfolio.

6  Allocation Strategy

CONSERVATIVE ALLOCATION STRATEGY

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 its assets in Underlying Equity Funds. The Fund’s remaining assets may be invested in cash and cash equivalents, including unaffiliated 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’s portfolio 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
	Conservative Allocation
Asset Class	Strategy’s Assets)
Underlying Fixed Income Funds		50-80	%
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 Market Capitalizations)
Underlying Money Market Investments		0-20	%

Principal Investment Risks

You may lose money if you invest in the Fund. 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.

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. Certain risks associated with investing in the Underlying Funds are described in this section.

Asset Allocation Risk: Asset allocation risk is the risk that the Fund could lose money as a result of less than optimal or poor asset allocation decisions as to how its assets are allocated or re-allocated.

Debt Securities Risk: Debt securities, such as bonds, involve credit risk. Credit risk is the risk that the borrower will not make timely payments of principal and interest. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on the issuer’s financial condition and on the terms of the securities. Debt securities are also

Allocation Strategy   7

CONSERVATIVE ALLOCATION STRATEGY

subject to interest rate risk, which is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter term securities.

Equity Securities Risk: The price of equity securities fluctuates from time to time based on changes in a company’s financial condition or overall market and economic conditions. As a result, the value of the Fund’s equity securities may fluctuate drastically from day to day.

Below Investment Grade Securities Risk: Securities that are rated below investment grade (sometimes referred to as “junk bonds,” including those bonds rated lower than “BBB-” by Standard and Poor’s and Fitch, Inc. or “Baa3” by Moody’s Investors Services, Inc.), or that are unrated but judged by the Adviser to be of comparable quality, at the time of purchase, 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, and may cause income and principal losses for the Fund.

Floating Rate Loan Risk: The value of the collateral securing a floating rate loan can decline, be insufficient to meet the obligations of the borrower, or be difficult to liquidate. As a result, a floating rate loan may not be fully collateralized and can decline significantly in value. Floating rate loans generally are subject to legal or contractual restrictions on resale. The liquidity of floating rate loans, including the volume and frequency of secondary market trading in such loans, varies significantly over time and among individual floating rate loans. During periods of infrequent trading, valuing a floating rate loan can be more difficult; and buying and selling a floating rate loan at an acceptable price can also be more difficult and delayed. Difficulty in selling a floating rate loan can result in a loss.

Mortgage-Backed and Asset-Backed Securities 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: During periods of falling interest rates, an issuer of a callable bond held by the Fund or an Underlying Fund may “call” or prepay the bond before its stated maturity date. When mortgages and other obligations are prepaid and when securities are called the Fund or an Underlying Fund may have to reinvest the proceeds in securities with a lower yield or fail to recover additional amounts paid for securities with higher interest rates resulting in unexpected capital loss and/or a decline in the Fund’s income.

Real Estate Investment Risk: The Fund or an underlying ETF invests in companies that invest in real estate and is exposed to risks specific to the real estate market, including interest rate risk, leverage risk, property risk and management risk.

U.S. Government Issuers Risk: U.S. Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics. Similar to other issuers, changes to the financial condition or credit rating of the U.S. government may cause the value of its Treasury obligations to decline. Treasury inflation protected securities (“TIPS”) can also exhibit price movements as a result of changing inflation expectations and seasonal inflation patterns. Obligations of U.S. government agencies and authorities are supported by varying degrees of credit, but generally are not backed by the full faith and credit of the U.S. government. U.S. government debt securities may underperform other segments of the fixed income market or the fixed income market as a whole.

Large-Capitalization Companies 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 small-capitalization companies.

Small- and Mid-Capitalization Companies 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 large-capitalization companies. Small- and mid-capitalization companies may be newer or less established and may have limited resources, products and markets, and be less liquid.

Value Investing Risk: Value investing attempts to identify strong companies whose stocks are selling at

8  Allocation Strategy

CONSERVATIVE ALLOCATION STRATEGY

a discount from their perceived true worth. It is subject to the risk that the stocks’ intrinsic values may never be fully recognized or realized by the market, their prices may go down, or that stocks judged to be undervalued by the Fund or an Underlying Fund may actually be appropriately priced or remained undervalued.

Growth Stock Risk: Growth stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks. 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 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. 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’s management expenses, compared to owning the underlying securities directly, it may be more costly to own an ETF.

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 (before and after taxes) does not indicate how the Fund will perform in the future. I Shares commenced operations on November 6, 2003, A Shares commenced operations on November 11, 2003 and C Shares commenced operations on April 3, 2005. Performance between March 11, 2003 and the commencement of operations of A Shares, C Shares and I Shares is that of the B Shares of the Fund, which converted into A Shares of the Fund on July 16, 2010, and has not been adjusted to reflect A Share, C Share or I Share expenses. If it had been performance for the C Shares would have been lower. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
7.57%	-2.53%
(9/30/09)	(9/30/08)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 3.30%.

Allocation Strategy   9

CONSERVATIVE ALLOCATION STRATEGY

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

					Since
	1 Year		5 Years		Inception*
A Shares Returns Before Taxes		8.84%		5.72%		6.04%
C Shares Returns Before Taxes		8.00%		4.97%		5.58%
I Shares Returns Before Taxes		9.05%		6.03%		6.32%
I Shares Returns After Taxes on Distributions		7.69%		4.48%		4.99%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		5.91%		4.30%		4.71%
Hybrid 30/70 Blend of the two Indexes below (reflects no deductions for fees, expenses or taxes)		9.10%		4.75%		5.83%
S&P 500 Index (reflects no deductions for fees, expenses or taxes)		15.06%		2.29%		8.09%
Barclays Capital U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes)		6.54%		5.80%		4.86%

*  Since inception of the B Shares on March 11, 2003.

After-tax returns are calculated using the historical highest individual U.S. 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 (“IRAs”). After-tax returns are shown for only the I Shares. After-tax returns for other share classes will vary.

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. 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 share class are shown below, although these minimums may be reduced or waived in some cases.

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

Subsequent investments in A or C Shares must be made in amounts of at least $1,000. The Fund may accept investments of smaller amounts for either class of shares at its discretion. There are no minimums for subsequent investments in I 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 IRA.

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 website for more information.

10  Allocation Strategy

GROWTH ALLOCATION STRATEGY

Summary Section

A Shares, C Shares and I Shares

Investment Objective

The Growth Allocation Strategy (the “Fund”) seeks to provide long-term capital appreciation.

Fees and Expenses of the Fund

The following 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 31 of the Fund’s prospectus and Rights of Accumulation on page 32 of the Fund’s statement of additional information.

Shareholder Fees
(fees paid directly from your investment)

	A Shares		C Shares		I Shares
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)

	A Shares		C Shares		I Shares
Management Fees		0.10%		0.10%		0.10%
Distribution (12b-1) Fees		0.30%		1.00%		None
Other Expenses		0.21%		0.21%		0.21%
Acquired Fund Fees and Expenses(1)		0.89%		0.89%		0.89%
Total Annual Fund Operating Expenses		1.50%		2.20%		1.20%
Fee Waivers and/or Expense Reimbursements(2)		(0.11)%		(0.11)%		(0.11)%
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements		1.39%		2.09%		1.09%

(1)  “Acquired Fund Fees and Expenses” reflect the Fund’s pro rata share of the fees and expenses incurred by investing in other investment companies. The impact of Acquired Fund Fees and Expenses is included in the total returns of the Fund. Acquired Fund Fees and Expenses are not used to calculate the Fund’s NAV and are not included in the calculation of the ratio of expenses to average net assets shown in the Financial Highlights section of the Fund’s prospectus.

(2)  The Adviser has contractually agreed to waive fees and reimburse expenses until at least August 1, 2012 in order to keep Total Annual Fund Operating Expenses (excluding, as applicable, taxes, brokerage commissions, substitute dividend expenses on securities sold short, extraordinary expenses and acquired fund fees and expenses) from exceeding 0.50%, 1.20% and 0.20% for the A, C and I Shares, respectively. This agreement shall terminate upon the termination of the Investment Advisory Agreement between RidgeWorth Funds and the Adviser, or it may be terminated upon written notice to the Adviser by RidgeWorth Funds.

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	$	710	$	1,014	$	1,340	$	2,261
C Shares	$	313	$	680	$	1,173	$	2,534
I Shares	$	111	$	371	$	651	$	1,450

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

	1 Year		3 Years		5 Years		10 Years
A Shares	$	710	$	1,014	$	1,340	$	2,261
C Shares	$	213	$	680	$	1,173	$	2,534
I Shares	$	111	$	371	$	651	$	1,450

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 25% of the average value of its portfolio.

Allocation Strategy   11

GROWTH ALLOCATION STRATEGY

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 cash and cash equivalents, including unaffiliated 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, 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.

  –  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 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’s portfolio 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 Market Capitalizations)
Underlying Fixed Income Funds		10-40	%
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 Investments		0-20	%

Principal Investment Risks

You may lose money if you invest in the Fund. 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.

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. Certain risks associated with investing in the Underlying Funds are described in this section.

Asset Allocation Risk: Asset allocation risk is the risk that the Fund could lose money as a result of less than optimal or poor asset allocation decisions as to how its assets are allocated or re-allocated.

Equity Securities Risk: The price of equity securities fluctuates from time to time based on changes in a company’s financial condition or overall market and economic conditions. As a result, the value of the Fund’s equity securities may fluctuate drastically from day to day.

Debt Securities Risk: Debt securities, such as bonds, involve credit risk. Credit risk is the risk that the borrower will not make timely payments of principal and interest. Changes in an issuer’s credit rating or the market’s perception of an issuer’s

12  Allocation Strategy

GROWTH ALLOCATION STRATEGY

creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on the issuer’s financial condition and on the terms of the securities. Debt securities are also subject to interest rate risk, which is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter term securities.

Large-Capitalization Companies 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 small-capitalization companies.

Value Investing Risk: Value investing attempts to identify strong companies whose stocks are selling at a discount from their perceived true worth. It is subject to the risk that the stocks’ intrinsic values may never be fully recognized or realized by the market, their prices may go down, or that stocks judged to be undervalued by the Fund or an Underlying Fund may actually be appropriately priced or remained undervalued.

Growth Stock Risk: Growth stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks. 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 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. These risks are increased for investments in emerging markets.

Below Investment Grade Securities Risk: Securities that are rated below investment grade (sometimes referred to as “junk bonds,” including those bonds rated lower than “BBB-” by Standard and Poor’s and Fitch, Inc. or “Baa3” by Moody’s Investors Services, Inc.), or that are unrated but judged by the Adviser to be of comparable quality, at the time of purchase, 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, and may cause income and principal losses for the Fund.

Floating Rate Loan Risk: The value of the collateral securing a floating rate loan can decline, be insufficient to meet the obligations of the borrower, or be difficult to liquidate. As a result, a floating rate loan may not be fully collateralized and can decline significantly in value. Floating rate loans generally are subject to legal or contractual restrictions on resale. The liquidity of floating rate loans, including the volume and frequency of secondary market trading in such loans, varies significantly over time and among individual floating rate loans. During periods of infrequent trading, valuing a floating rate loan can be more difficult; and buying and selling a floating rate loan at an acceptable price can also be more difficult and delayed. Difficulty in selling a floating rate loan can result in a loss.

Mortgage-Backed and Asset-Backed Securities 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: During periods of falling interest rates, an issuer of a callable bond held by the Fund or an Underlying Fund may “call” or prepay the bond before its stated maturity date. When mortgages and other obligations are prepaid and when securities are called the Fund or an Underlying Fund may have to reinvest the proceeds in securities with a lower yield or fail to recover additional amounts paid for securities with higher interest rates resulting in unexpected capital loss and/or a decline in the Fund’s income.

Real Estate Investment Risk: The Fund or an underlying ETF invests in companies that invest in real estate and is exposed to risks specific to the real estate market, including interest rate risk, leverage risk, property risk and management risk.

U.S. Government Issuers Risk: U.S. Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics. Similar to other issuers, changes to the financial condition or credit rating of the

Allocation Strategy   13

GROWTH ALLOCATION STRATEGY

U.S. government may cause the value of its Treasury obligations to decline. Treasury inflation protected securities (“TIPS”) can also exhibit price movements as a result of changing inflation expectations and seasonal inflation patterns. Obligations of U.S. government agencies and authorities are supported by varying degrees of credit, but generally are not backed by the full faith and credit of the U.S. government. U.S. government debt securities may underperform other segments of the fixed income market or the fixed income market as a whole.

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

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 (before and after taxes) does not indicate how the Fund will perform in the future. A Shares commenced operations on November 5, 2003 and C Shares commenced operations on April 5, 2005. Performance prior to the commencement of operations of each respective class, is that of I Shares of the Fund, and has not been adjusted to reflect expenses associated with other classes. If it had been, performance would have been lower. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
13.20%	-14.19%
(6/30/03)	(12/31/08)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 4.21%.

14  Allocation Strategy

GROWTH ALLOCATION STRATEGY

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

	1 Year		5 Years		10 Years
A Shares Returns Before Taxes		12.57%		4.26%		4.22%
C Shares Returns Before Taxes		11.67%		3.48%		3.77%
I Shares Returns Before Taxes		12.83%		4.57%		4.44%
I Shares Returns After Taxes on Distributions		12.12%		2.94%		3.38%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		8.40%		3.29%		3.39%
Hybrid 70/30 Blend of the two Indexes below (reflects no deductions for fees, expenses or taxes)		12.50%		3.34%		2.74%
S&P 500 Index (reflects no deduction for fees, expenses or taxes)		15.06%		2.29%		1.41%
Barclays Capital U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes)		6.54%		5.80%		5.84%

After-tax returns are calculated using the historical highest individual U.S. 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 (“IRAs”). After-tax returns are shown for only the I Shares. After-tax returns for other share classes will vary.

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. 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 share class are shown below, although these minimums may be reduced or waived in some cases.

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

Subsequent investments in A or C Shares must be made in amounts of at least $1,000. The Fund may accept investments of smaller amounts for either class of shares at its discretion. There are no minimums for subsequent investments in I 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 IRA.

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 website for more information.

Allocation Strategy   15

MODERATE ALLOCATION STRATEGY

Summary Section

A Shares, C Shares and I Shares

Investment Objective

The Moderate Allocation Strategy (the “Fund”) seeks to provide capital appreciation and current income.

Fees and Expenses of the Fund

The following 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 31 of the Fund’s prospectus and Rights of Accumulation on page 32 of the Fund’s statement of additional information.

Shareholder Fees
(fees paid directly from your investment)

	A Shares		C Shares		I Shares
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)

	A Shares		C Shares		I Shares
Management Fees		0.10%		0.10%		0.10%
Distribution (12b-1) Fees		0.30%		1.00%		None
Other Expenses		0.13%		0.13%		0.13%
Acquired Fund Fees and Expenses(1)		0.75%		0.75%		0.75%
Total Annual Fund Operating Expenses		1.28%		1.98%		0.98%
Fee Waivers and/or Expense Reimbursements(2)		(0.03)%		(0.03)%		(0.03)%
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements		1.25%		1.95%		0.95%

(1)  “Acquired Fund Fees and Expenses” reflect the Fund’s pro rata share of the fees and expenses incurred by investing in other investment companies. The impact of Acquired Fund Fees and Expenses is included in the total returns of the Fund. Acquired Fund Fees and Expenses are not used to calculate the Fund’s NAV and are not included in the calculation of the ratio of expenses to average net assets shown in the Financial Highlights section of the Fund’s prospectus.

(2)  The Adviser has contractually agreed to waive fees and reimburse expenses until at least August 1, 2012 in order to keep Total Annual Fund Operating Expenses (excluding, as applicable, taxes, brokerage commissions, substitute dividend expenses on securities sold short, extraordinary expenses and acquired fund fees and expenses) from exceeding 0.50%, 1.20% and 0.20% for the A, C and I Shares, respectively. This agreement shall terminate upon the termination of the Investment Advisory Agreement between RidgeWorth Funds and the Adviser, or it may be terminated upon written notice to the Adviser by RidgeWorth Funds.

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	$	696	$	956	$	1,237	$	2,035
C Shares	$	298	$	620	$	1,068	$	2,312
I Shares	$	97	$	310	$	540	$	1,203

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

	1 Year		3 Years		5 Years		10 Years
A Shares	$	696	$	956	$	1,237	$	2,035
C Shares	$	198	$	620	$	1,068	$	2,312
I Shares	$	97	$	310	$	540	$	1,203

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 33% of the average value of its portfolio.

16  Allocation Strategy

MODERATE ALLOCATION STRATEGY

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 cash and cash equivalents, including unaffiliated 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, 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.

  –  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 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’s portfolio 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 Market Capitalizations)
Underlying Fixed Income Funds		30-60	%
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 Investments		0-20	%

Principal Investment Risks

You may lose money if you invest in the Fund. 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.

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. Certain risks associated with investing in the Underlying Funds are described in this section.

Asset Allocation Risk: Asset allocation risk is the risk that the Fund could lose money as a result of less than optimal or poor asset allocation decisions as to how its assets are allocated or re-allocated.

Equity Securities Risk: The price of equity securities fluctuates from time to time based on changes in a company’s financial condition or overall market and economic conditions. As a result, the value of the Fund’s equity securities may fluctuate drastically from day to day.

Debt Securities Risk: Debt securities, such as bonds, involve credit risk. Credit risk is the risk that the borrower will not make timely payments of principal and interest. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on the issuer’s financial condition and on the terms of the securities. Debt securities are also subject to interest rate risk, which is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter term securities.

Large-Capitalization Companies 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 small-capitalization companies.

Value Investing Risk: Value investing attempts to identify strong companies whose stocks are selling at a discount from their perceived true worth. It is

Allocation Strategy   17

MODERATE ALLOCATION STRATEGY

subject to the risk that the stocks’ intrinsic values may never be fully recognized or realized by the market, their prices may go down, or that stocks judged to be undervalued by the Fund or an Underlying Fund may actually be appropriately priced or remained undervalued.

Growth Stock Risk: Growth stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks. 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 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. These risks are increased for investments in emerging markets.

Below Investment Grade Securities Risk: Securities that are rated below investment grade (sometimes referred to as “junk bonds,” including those bonds rated lower than “BBB-” by Standard and Poor’s and Fitch, Inc. or “Baa3” by Moody’s Investors Services, Inc.), or that are unrated but judged by the Adviser to be of comparable quality, at the time of purchase, 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, and may cause income and principal losses for the Fund.

Floating Rate Loan Risk: The value of the collateral securing a floating rate loan can decline, be insufficient to meet the obligations of the borrower, or be difficult to liquidate. As a result, a floating rate loan may not be fully collateralized and can decline significantly in value. Floating rate loans generally are subject to legal or contractual restrictions on resale. The liquidity of floating rate loans, including the volume and frequency of secondary market trading in such loans, varies significantly over time and among individual floating rate loans. During periods of infrequent trading, valuing a floating rate loan can be more difficult; and buying and selling a floating rate loan at an acceptable price can also be more difficult and delayed. Difficulty in selling a floating rate loan can result in a loss.

Mortgage-Backed and Asset-Backed Securities 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: During periods of falling interest rates, an issuer of a callable bond held by the Fund or an Underlying Fund may “call” or prepay the bond before its stated maturity date. When mortgages and other obligations are prepaid and when securities are called the Fund or an Underlying Fund may have to reinvest the proceeds in securities with a lower yield or fail to recover additional amounts paid for securities with higher interest rates resulting in unexpected capital loss and/or a decline in the Fund’s income.

Real Estate Investment Risk: The Fund or an underlying ETF invests in companies that invest in real estate and is exposed to risks specific to the real estate market, including interest rate risk, leverage risk, property risk and management risk.

U.S. Government Issuers Risk: U.S. Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics. Similar to other issuers, changes to the financial condition or credit rating of the U.S. government may cause the value of its Treasury obligations to decline. Treasury inflation protected securities (“TIPS”) can also exhibit price movements as a result of changing inflation expectations and seasonal inflation patterns. Obligations of U.S. government agencies and authorities are supported by varying degrees of credit, but generally are not backed by the full faith and credit of the U.S. government. U.S. government debt securities may underperform other segments of the fixed income market or the fixed income market as a whole.

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

18  Allocation Strategy

MODERATE ALLOCATION STRATEGY

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 (before and after taxes) does not indicate how the Fund will perform in the future. A Shares commenced operations on October 10, 2003 and C Shares commenced operations on April 5, 2005. Performance prior to the commencement of operations of each respective class is that of I Shares of the Fund, and has not been adjusted to reflect expenses associated with other classes. If it had been, performance would have been lower. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
10.72%	-9.15%
(6/30/03)	(9/30/02)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 3.78%.

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

	1 Year		5 Years		10 Years
A Shares Returns Before Taxes		10.74%		4.84%		4.52%
C Shares Returns Before Taxes		9.98%		4.08%		4.10%
I Shares Returns Before Taxes		11.07%		5.14%		4.73%
I Shares Returns After Taxes on Distributions		10.02%		3.63%		3.56%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		7.29%		3.67%		3.48%
Hybrid 50/50 Blend of the two Indexes below (reflects no deductions for fees, expenses or taxes)		10.80%		4.05%		3.63%
S&P 500 Index (reflects no deduction for fees, expenses or taxes)		15.06%		2.29%		1.41%
Barclays Capital U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes)		6.54%		5.80%		5.84%

After-tax returns are calculated using the historical highest individual U.S. 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 (“IRA”). After-tax returns are shown for only the I Shares. After-tax returns for other share classes will vary.

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

Allocation Strategy   19

MODERATE ALLOCATION STRATEGY

transactions in Fund shares for their customers. Please contact your financial institution or intermediary directly and follow its procedures for fund share transactions. 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 share class are shown below, although these minimums may be reduced or waived in some cases.

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

Subsequent investments in A or C Shares must be made in amounts of at least $1,000. The Fund may accept investments of smaller amounts for either class of shares at its discretion. There are no minimums for subsequent investments in I 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 IRA.

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 website for more information.

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More Information About Risk

Asset Allocation Risk

All Funds

A Fund’s particular asset allocation can have a significant effect on performance. Asset allocation risk is the risk that the selection of the Underlying Funds and the allocation of the Underlying Funds’ assets among the various market segments may cause a Fund to underperform other funds with similar investment objectives. Because the risks and returns of different asset classes can vary widely over any given time period, a Fund’s performance could suffer if a particular asset class does not perform as expected.

Below Investment Grade Securities Risk

Conservative Allocation Strategy
Growth Allocation Strategy
Moderate Allocation Strategy

High Yield Securities Risk

Securities that are rated below investment grade (commonly referred to as “junk bonds,” including those bonds rated lower than “BBB-” by S&P and Fitch or “Baa3” by Moody’s), or are unrated but judged by the Adviser to be of comparable quality, at the time of purchase, may be more volatile than higher-rated securities of similar maturity.

High yield securities may also be subject to greater levels of credit or default risk than higher-rated securities. The value of high yield securities can be adversely affected by overall economic conditions, such as an economic downturn or a period of rising interest rates, and high yield securities may be less liquid and more difficult to sell at an advantageous time or price or to value than higher-rated securities.

In particular, high yield securities are often issued by smaller, less creditworthy or highly leveraged (indebted) issuers, which are generally less able than more financially stable issuers to make scheduled payments of interest and principal.

Derivatives Risk

All Funds

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. Because leveraging is inherent in derivatives, the use of derivatives also involves the risk of leveraging. Risks involved with hedging and leveraging activities include:

•  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.

•  An Underlying 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 an Underlying 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 an Underlying 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 an Underlying Fund had invested in the asset directly. An Underlying Fund may be more exposed to credit risk. In addition, an Underlying Fund may experience losses if the Underlying Fund’s investment Subadviser does not correctly evaluate the creditworthiness of

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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 cover fully its future obligations. By setting aside assets equal only to its net obligations rather than the full notional amount 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.

Emerging Markets Risk

All Funds

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 Securities Risk

All Funds

Equity securities include public and privately issued equity securities, common and preferred stocks, warrants, rights to subscribe to common stock and convertible securities. 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 Funds

The Funds and the Underlying Funds may purchase shares of 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 a Fund or Underlying 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

Conservative Allocation Strategy
Growth Allocation Strategy
Moderate Allocation Strategy

The prices of an Underlying 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, an Underlying 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

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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 an Underlying 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 an Underlying 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 an Underlying Fund to reinvest those assets at a rate lower than originally anticipated.

Floating Rate Loan Risk

Conservative Allocation Strategy
Growth Allocation Strategy
Moderate Allocation Strategy

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, an Underlying Fund relies heavily on the analytical ability of the Underlying Fund’s 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. Borrowers may repay principal faster than the scheduled due date which may result in an Underlying 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 an Underlying Fund. To avoid any leveraging concerns, an Underlying Fund will segregate or earmark liquid assets with the Underlying Fund’s custodian in amounts sufficient to fully cover any future obligations.

Seix Investment Advisors LLC (“Seix”), the Subadviser to the Seix Floating Rate High Income Fund, an Underlying Fund in which the Funds may invest, currently serves as collateral manager to six collateralized loan obligation (“CLO”) funds that invest in bank loans. The trustees and custodians of the CLO funds are not affiliated entities of the Adviser or Seix. 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, Seix serves as investment Subadviser to an unaffiliated registered fund and 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 Seix. The custodians and administrators for the two unregistered funds are not affiliated entities of the Adviser or Seix. 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 Seix. 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 an Underlying Fund.

Seix has created and implemented additional policies and procedures designed to protect shareholders against such conflicts; however, there can be no absolute guarantee that an Underlying Fund will always participate in the same or similar investments or receive equal or better individual investment allocations at any given time.

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Foreign Securities Risk

All Funds

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. 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. These risks are increased for investments in emerging markets.

Additional Risks of Foreign Securities:

•  Political and Economic Risks. Foreign investments may be subject to heightened political and economic risks, particularly in countries with emerging economies and securities markets, which may have relatively unstable governments and economies based on only a few industries. In some countries, there is the risk that the government could seize or nationalize companies, impose additional withholding taxes on dividends or interest income payable on securities, impose exchange controls or adopt other restrictions that could affect the Fund’s investments.

•  Regulatory Risk. Foreign companies not publicly traded in the U.S. are not subject to accounting and financial reporting standards and requirements comparable to those that U.S. companies must meet. In addition, there may be less information publicly available about such companies.

•  Foreign Tax Risk. A Fund’s income from foreign issuers may be subject to non-U.S. withholding taxes. A Fund may also be subject to taxes on trading profits or on transfers of securities in some countries. To the extent foreign income taxes are paid by a Fund, shareholders may be entitled to a credit or deduction for U.S. tax purposes.

•  Transaction Costs. The costs of buying and selling foreign securities including brokerage, tax and custody costs are generally higher than those for domestic transactions.

•  Custody/Sub-Custody Risk. Custody risk refers to the risks inherent in the process of clearing and settling trades and to the holding of securities by local banks, agents and depositories. The Fund may invest in markets where custodial and/or settlement systems are not fully developed. There may be very limited regulatory oversight of certain foreign banks or securities depositories that hold foreign securities and foreign currencies. The laws of certain countries may limit the ability to recover such assets if the a foreign bank or depository, or an agent of the bank or depository, goes bankrupt and the assets of the Fund may be exposed to risk in circumstances where the custodian/sub-custodian or Adviser will have no liability. In addition, the inability of the Fund to make its intended securities purchases due to settlement issues with the custodian/sub-custodian could cause the Fund to miss attractive investment opportunities.

•  Currency Risk. Non-U.S. securities often trade in currencies other than the U.S. dollar. Changes in currency exchange rates may affect an Underlying 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 Underlying 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 Underlying Fund’s non-U.S. holdings whose value is tied to that particular currency.

Large-Capitalization Companies Risk

All Funds

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 an Underlying 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, an Underlying Fund’s short sales effectively leverage the

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Underlying Fund’s assets. It is possible that the Underlying Fund may lose money on both long positions and short positions at the same time. The use of leverage may make any change in an Underlying Fund’s net asset value even greater and thus result in increased volatility of returns. An 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 expense that may lower an Underlying 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
Moderate Allocation Strategy

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: (i) 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; (ii) 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 (iii) 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 an Underlying 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.

In recent years, the market for mortgage-backed securities experienced substantially lower valuations and greatly reduced liquidity. Ongoing economic and market uncertainty suggests that mortgage-backed securities may continue to be more difficult to value and to dispose of than previously.

Real Estate Investment Risk

All Funds

Investments in real estate related securities are subject to risks similar to those associated with direct ownership of real estate, and an investment in an Underlying 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 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 of 1986,

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as amended, (the “Internal Revenue Code”) or to maintain their exemptions from registration under the 1940 Act. The failure of a company to qualify as a REIT under federal tax law may have adverse consequences to the Underlying 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 Underlying 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.

Geographic Risk

All Funds

To the extent that an Underlying Fund’s investments are concentrated in a specific geographic region, the Underlying Fund may be subject to the political and other developments affecting that region. Regional economies are often closely inter-related, and political and economic developments affecting one region, country or state often affect other regions, countries or states, thus subjecting the Underlying Fund to additional risks.

Restricted Security Risk

Conservative Allocation Strategy
Growth Allocation Strategy
Moderate Allocation Strategy

Restricted securities may increase the level of illiquidity in an Underlying Fund during any period that qualified institutional buyers become uninterested in purchasing these restricted securities. The Adviser and each Underlying Fund’s Subadvisers intend to invest only in restricted securities that they believe present minimal liquidity risk.

Securities Lending Risk

All Funds

A Fund (and the Underlying Funds) may lend securities to approved borrowers, such as broker-dealers, to earn additional income. Securities lending 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 recall the security timely, 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 and it, therefore, may give up voting rights.  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. The Fund will, however, be entitled to receive income with respect to the collateral received in connection with the Fund’s securities lending activities and invested by the Fund.

Small- and Mid-Capitalization Companies Risk

All Funds

Small- and mid-capitalization companies may be either established or newer companies. Small-capitalization 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, particularly 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 proportion of their earnings in their business and may not pay dividends or make interest payments for some time, particularly if they are newer companies.

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Tracking Error Risk

All Funds

Factors such as Fund and Underlying 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 and Underlying Funds, which will have expenses such as taxes, custody, management fees and other operational costs, and brokerage, may not achieve their investment objective of accurately correlating to an index.

U.S. Government Issuers Risk

Conservative Allocation Strategy
Growth Allocation Strategy
Moderate Allocation Strategy

U.S. Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics. Similar to other issuers, changes to the financial condition or credit rating of the U.S. government may cause the value of its Treasury obligations to decline. Obligations of U.S. government agencies and authorities are supported by varying degrees of credit, but generally are not backed by the full faith and credit of the U.S. government. U.S. government debt securities may underperform other segments of the fixed income market or the fixed income market as a whole.

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 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 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, 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.

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.

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 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 U.S. Treasury, government-related, corporate, mortgage-backed securities (agency fixed-rate and hybrid adjustable-rate mortgage pass-throughs), asset-backed securities and commercial mortgage-backed securities sectors.

S&P 500 Index is widely regarded as a gauge of the U.S. equities market. The index includes 500 leading companies in leading industries of the U.S. economy. Although the S&P 500 Index 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.

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.

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MANAGEMENT

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 and each Underlying Fund 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. A Fund or Underlying Fund will do so only if the Adviser or its 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.

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.

Information About Portfolio Holdings

A description of the Funds’ policies and procedures with respect to the circumstances under which the Funds disclose their respective portfolio securities is available in the SAI.

Management

The Trust’s Board of Trustees (the “Board”) is responsible for the overall supervision and management of the business and affairs of the Funds. The Board supervises the Adviser and establishes policies that the Adviser 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, located at 3333 Piedmont Road, Suite 1500, Atlanta, GA 30305 (“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, 2011, the Adviser had approximately $47.3 billion in assets under management. The Adviser is responsible for making investment decisions for the Funds and continuously reviews, supervises and administers each Fund’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.ridgeworth.com.

For the fiscal year ended March 31, 2011, the following Funds paid the Adviser advisory fees (after waivers) based on the respective Fund’s average daily net assets of:

Aggressive Growth Allocation Strategy	0.00%
Conservative Allocation Strategy	0.00%
Growth Allocation Strategy	0.00%
Moderate Allocation Strategy	0.07%

The Adviser has contractually agreed to waive fees and reimburse expenses until at least August 1, 2012 in order to keep total annual operating expenses of each Fund from exceeding the applicable expense cap below. If at any point before August 1, 2014, 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.

	Share		Expense
Fund	Class		Limitation
Aggressive Growth Allocation Strategy		I		0.20	%
		A		0.50	%
		C		1.20	%
Conservative Allocation Strategy		I		0.20	%
		A		0.50	%
		C		1.20	%
Growth Allocation Strategy		I		0.20	%
		A		0.50	%
		C		1.20	%
Moderate Allocation Strategy		I		0.20	%
		A		0.50	%
		C		1.20	%

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The following breakpoints are used in computing the advisory fee:

Average Daily Net Assets	Discount From Full Fee
First $500 million	None — Full Fee
Next $500 million	5%
Over $1 billion	10%

A discussion regarding the basis for the Board’s approval of the continuation of the investment advisory agreement with the Adviser appears in the Funds’ annual report to shareholders for the period ended March 31, 2011.

Mr. Alan Gayle is primarily responsible for the day-to-day management of the Funds. 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 34 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.

Purchasing, Selling and Exchanging Fund Shares

This section tells you how to purchase, sell (sometimes called “redeem”) and exchange A Shares, C Shares and I Shares of the Funds. Investors purchasing or selling shares through a pension or 401(k) plan should also refer to their Plan documents.

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 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.

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 any of the Funds or in another identically registered RidgeWorth Funds account as reimbursement.

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,

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PURCHASING, SELLING AND EXCHANGING FUND SHARES

•  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.

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, at 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.

When Can You Purchase 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”).

Each Fund calculates its NAV once each Business Day at the close of regular trading on the NYSE (normally 4:00 p.m. Eastern Time).

If a 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.

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.

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 your 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 information about how to purchase, sell or exchange Fund shares, including your 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, C Shares and I 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.

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PURCHASING, SELLING AND EXCHANGING FUND SHARES

In calculating NAV, each Fund generally values its Underlying Funds at the NAV reported by those Underlying Funds. Other portfolio securities are generally valued at market price. If market prices are not readily available or a Fund reasonably believes that they 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.

Although the Funds 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.

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.

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 IRAs or other tax qualified accounts)

Purchases of C Shares of a 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. 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

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.

Customer Identification

Foreign Investors

To purchase A Shares and C 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

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PURCHASING, SELLING AND EXCHANGING FUND SHARES

territories, but you may not make additional purchases or exchanges.

The Funds do not generally accept investments in I Shares by non-U.S. citizens or entities. Investors in I 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.

Customer Identification and Verification

To help the government fight the funding of terrorism and money laundering activities, U.S. 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, and 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 U.S. 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.

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. For all Funds except the Conservative Allocation Strategy:

	Your Sales		Your Sales
	Charge as a		Charge as a
	Percentage		Percentage of
	of Offering		Your Net
If Your Investment is:	Price*		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%
$500,000 but less than $1,000,000		2.00%		2.04%
$1,000,000 and over		None		None

*  RidgeWorth Distributors LLC (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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Conservative Allocation Strategy:

	Your Sales		Your Sales
	Charge as a		Charge as a
	Percentage		Percentage of
	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%.

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 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 may be waived from time to time for certain broker-dealers that waive payment of compensation to them. The deferred sales charge is calculated based on the lesser 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.

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/domestic partner, 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 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;

•  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 Taxes section of 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 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 Funds’ 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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PURCHASING, SELLING AND EXCHANGING FUND SHARES

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/domestic partner 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.ridgeworth.com.

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 (i) the NAV of the shares at the time of purchase, or (ii) 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.

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; and

  –  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) of the Internal Revenue Code).

•  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 701/2 under any retirement plan qualified under Sections 401, 408 or 403(b) of the Internal Revenue Code or resulting from the tax free return of an excess distribution to an 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.

The CDSC may also be waived from time to time for certain broker-dealers that waive payment of compensation to them.

Offering Price of Fund Shares — A Shares, C 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 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.

Selling A Shares and C Shares

If you own your A 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)

•  Wire

•  Fax (1-800-451-8377)

•  ACH

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.

A Medallion Signature Guarantee^¨ — A Shares, C 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, C Shares and I Shares

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 C Shares, any applicable CDSC.

35

PURCHASING, SELLING AND EXCHANGING FUND SHARES

Systematic Withdrawal Plan — A 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, C 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 or C Shares can be wired to your bank account (your bank may charge for incoming wire transfers) 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 10 calendar days from your date of purchase).

Redemptions In-Kind — A Shares, C 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 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
C Shares	$5,000 ($2,000 for IRAs or other tax qualified accounts)

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, C 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 Funds’ SAI.

How to Exchange Your Shares — A Shares and C Shares

You may exchange your A 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 (i) a Fund or its manager(s) believes the Fund would be harmed or unable to invest effectively, or (ii) a Fund receives or anticipates orders that may dramatically affect the Fund as outlined under “Market Timing Policies and Procedures” below.

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 10 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. Therefore, your sale price and

36 

PURCHASING, SELLING AND EXCHANGING FUND SHARES

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.

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.

A Shares, C Shares and I Shares

At any time, you may exchange your A, C or I Shares of a Fund for shares of the State Street Institutional Liquid Reserves Fund — Investment Class. Further, qualifying shares of the State Street Institutional Liquid Reserves Fund — Investment Class may be exchanged for A, C or I Shares of any Fund. You should read the State Street Institutional Liquid Reserves Fund — Investment Class prospectus prior to investing in that mutual fund. You can obtain a prospectus State Street Institutional Liquid Reserves Fund — Investment Class by calling 1-888-784-3863 or visiting our website at www.ridgeworth.com. The Funds reserve the right to reject any purchase order, including exchanges from any of the Funds or the State Street Institutional Liquid Reserves Fund — Investment Class without notice and regardless of size. Qualifying exchanges between the Funds’ A and C Shares and the State Street Institutional Liquid Reserves Fund — Investment Class are eligible for exchange into the Funds’ A and/or C Shares without the imposition of the applicable front-end load and/or CDSC.

If you purchased shares though a financial institution or intermediary please contact your financial institution or intermediary regarding the availability of this exchange privilege. Please note that you must meet the minimum investment requirements of the Fund and share class in to which you are exchanging. Exchanges from one Fund to another are taxable, including exchanges between the Funds and the State Street Institutional liquid Reserves Fund — Investment Class.

Converting Shares

You may exchange your shares for shares of a different class of the same Fund based on the NAV of each class next calculated after the Fund receives your exchange request in proper form. You must meet investor eligibility requirements applicable to the share class into which you are exchanging. If you have held your current shares for less than one year, any applicable CDSC will be assessed on your shares when you make the exchange. You may request an exchange by contacting the Funds at 1-888-784-3863 or the financial institution or intermediary through which your shares are held. The Funds may change, suspend or terminate this exchange privilege at any time.

Telephone Transactions — A Shares, C 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.

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.

37

MARKET TIMING POLICIES AND PROCEDURES

Market Timing Policies and Procedures

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 and 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, a Subadviser to the RidgeWorth Funds or a shareholder servicing agent may be notified in writing of their designation as a Market Timer; and

•  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 the Adviser reasonably believes that the trading activity would be harmful or disruptive to the Funds.

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.

38 

DIVIDENDS AND DISTRIBUTIONS AND TAXES

Distribution of Fund Shares

Distribution of Fund Shares Generally

From their own assets, the Adviser or its 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. Furthermore, in addition to the fees that may be paid by a Fund, the Adviser, or its 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 or its 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 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 Plan — A Shares and C Shares

The A Shares and C 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.

Broker-dealers who initiate and are responsible for selling C Shares may receive an initial payment at the time of sale of 1.00% and annual 12b-1 payout effective in the 13^th month of 1.00%. Through the distribution plan, the Funds’ 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.

			Current
	Maximum		Approved
	Fee		Fee
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%

For C Shares, the maximum distribution fee is 1.00% of the average daily net assets of each Fund.

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 (FINRA).

Dividends and Distributions

The Funds distribute their income quarterly. The Funds make distributions of capital gains, if any, at least annually. If you own Fund shares on a Fund’s record date, you will be entitled to receive the distribution.

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.

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.

39

DIVIDENDS AND DISTRIBUTIONS AND TAXES

TAXES

Please consult your tax advisor regarding your specific questions about U.S. federal, state, and local income taxes. Summarized below are 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 Funds’ SAI.

Dividends and distributions will accumulate on a tax-deferred basis if you are investing through a 401(k) Plan or any other employer-sponsored retirement or savings plan that qualifies for tax-advantaged treatment under U.S. 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 401(k) Plan withdrawals, you should consult your tax advisor or plan administrator.

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, 2012. 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. 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.

Beginning in 2013, distributions from a Fund will be subject to a 3.8% U.S. federal Medicare contribution tax on “net investment income” for individuals with incomes exceeding $200,000 ($250,000 if married and filing jointly). “Net investment income” for this purpose does not include federally tax-exempt distributions (described below).

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.

The Funds expect to distribute primarily ordinary income dividends currently taxable at a maximum rate of 35%.

If you have a tax-advantaged or other retirement account you will generally not be subject to U.S. 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.

More information about taxes is in the Funds’ SAI.

40 

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand a Fund’s financial performance for the past 5 years. 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 Funds’ Annual Reports to Shareholders for such periods. The 2011 Annual Report is available upon request and without charge by calling 1-888-784-3863 or on the Funds’ website at www.ridgeworth.com.

						Net																									Ratio of			Ratio of			Ratio of
						Realized																									Net			Net			Expenses to
						and									Distributions			Distributions						Net							Expenses			Investment			Average Net
	Net Asset		Net			Unrealized						Dividends			from			from			Total			Asset							to			Income to			Assets
	Value,		Investment			Gains						from Net			Tax			Realized			Dividends			Value,					Net Assets		Average			Average			(Excluding			Portfolio
	Beginning		Income			(Losses) on			Total from			Investment			Return of			Capital			and			End of		Total			End of		Net			Net			Waivers and			Turnover
	of Period		(Loss)			Investments			Operations			Income			Capital			Gains			Distributions			Period		Return(a)			Period (000)		Assets(b)			Assets(b)			Reimbursements)(b)			Rate(c)
Aggressive Growth Allocation Strategy(f)
I Shares
Year Ended March 31, 2011	$	7.43	$	0.05	(d)	$	1.18		$	1.23		$	(0.09	)	$	—		$	—		$	(0.09	)	$	8.57		16.73	%	$	22,524		0.20	%		0.71	%		0.52	%		19	%
Year Ended March 31, 2010		5.06		0.10			2.36			2.46			(0.09	)		—			—			(0.09	)		7.43		48.74			22,335		—			1.41			0.33			23
Year Ended March 31, 2009		10.37		0.11			(3.68	)		(3.57	)		(0.13	)		—	(e)		(1.61	)		(1.74	)		5.06		(35.39	)		13,411		0.20			1.32			0.23			25
Year Ended March 31, 2008		13.00		0.14	(d)		(0.46	)		(0.32	)		(0.41	)		—			(1.90	)		(2.31	)		10.37		(4.59	)		28,514		0.19			1.04			0.20			46
Year Ended March 31, 2007		12.32		0.12	(d)		1.05			1.17			(0.25	)		—			(0.24	)		(0.49	)		13.00		9.60			53,098		0.18			0.94			0.18			52
A Shares
Year Ended March 31, 2011		7.38		0.04	(d)		1.17			1.21			(0.07	)		—			—			(0.07	)		8.52		16.48			4,655		0.50			0.51			0.84			19
Year Ended March 31, 2010		5.04		0.07			2.34			2.41			(0.07	)		—			—			(0.07	)		7.38		48.02			2,438		—			1.03			0.63			23
Year Ended March 31, 2009		10.33		0.09			(3.66	)		(3.57	)		(0.11	)		—	(e)		(1.61	)		(1.72	)		5.04		(35.50	)		1,815		0.50			1.07			0.53			25
Year Ended March 31, 2008		12.97		0.13	(d)		(0.49	)		(0.36	)		(0.38	)		—			(1.90	)		(2.28	)		10.33		(4.88	)		3,067		0.49			0.94			0.50			46
Year Ended March 31, 2007		12.29		0.08	(d)		1.05			1.13			(0.21	)		—			(0.24	)		(0.45	)		12.97		9.31			3,040		0.48			0.63			0.48			52
C Shares
Year Ended March 31, 2011		7.30		(0.02	)(d)		1.16			1.14			(0.05	)		—			—			(0.05	)		8.39		15.70			1,059		1.20			(0.33	)		1.52			19
Year Ended March 31, 2010		5.00		0.03			2.32			2.35			(0.05	)		—			—			(0.05	)		7.30		47.14			1,554		—			0.37			1.33			23
Year Ended March 31, 2009		10.29		0.03			(3.65	)		(3.62	)		(0.06	)		—	(e)		(1.61	)		(1.67	)		5.00		(36.04	)		1,076		1.20			0.39			1.23			25
Year Ended March 31, 2008		12.98		0.04	(d)		(0.49	)		(0.45	)		(0.34	)		—			(1.90	)		(2.24	)		10.29		(5.56	)		1,767		1.19			0.27			1.21			46
Year Ended March 31, 2007		12.33		—	(d)		1.04			1.04			(0.15	)		—			(0.24	)		(0.39	)		12.98		8.54			1,573		1.18			(0.03	)		1.18			52
Conservative Allocation Strategy(f)
I Shares
Year Ended March 31, 2011		11.51		0.28	(d)		0.75			1.03			(0.46	)		—			(0.01	)		(0.47	)		12.07		9.15			12,897		0.20			2.41			0.66			28
Year Ended March 31, 2010		9.81		0.27			1.72			1.99			(0.28	)		—			(0.01	)		(0.29	)		11.51		20.51			6,310		0.20			2.61			0.53			29
Year Ended March 31, 2009		11.11		0.44			(1.10	)		(0.66	)		(0.50	)		—			(0.14	)		(0.64	)		9.81		(6.06	)		3,778		0.20			4.08			0.36			48
Year Ended March 31, 2008		11.37		0.44			(0.10	)		0.34			(0.44	)		—			(0.16	)		(0.60	)		11.11		3.02			5,177		0.18			3.98			0.30			47
Year Ended March 31, 2007		11.21		0.45	(d)		0.30			0.75			(0.48	)		—			(0.11	)		(0.59	)		11.37		6.91			3,362		0.20			4.00			0.32			43
A Shares
Year Ended March 31, 2011		11.51		0.28	(d)		0.71			0.99			(0.43	)		—			(0.01	)		(0.44	)		12.06		8.73			8,371		0.50			2.35			0.96			28
Year Ended March 31, 2010		9.81		0.23			1.74			1.97			(0.26	)		—			(0.01	)		(0.27	)		11.51		20.25			3,137		0.50			2.27			0.89			29
Year Ended March 31, 2009		11.12		0.41			(1.11	)		(0.70	)		(0.47	)		—			(0.14	)		(0.61	)		9.81		(6.42	)		584		0.50			3.81			0.67			48
Year Ended March 31, 2008		11.38		0.44			(0.13	)		0.31			(0.41	)		—			(0.16	)		(0.57	)		11.12		2.75			663		0.49			3.63			0.61			47
Year Ended March 31, 2007		11.21		0.41	(d)		0.32			0.73			(0.45	)		—			(0.11	)		(0.56	)		11.38		6.64			811		0.50			3.61			0.62			43
C Shares
Year Ended March 31, 2011		11.44		0.17	(d)		0.74			0.91			(0.35	)		—			(0.01	)		(0.36	)		11.99		8.07			7,305		1.20			1.47			1.65			28
Year Ended March 31, 2010		9.77		0.16			1.71			1.87			(0.19	)		—			(0.01	)		(0.20	)		11.44		19.29			4,294		1.20			1.61			1.52			29
Year Ended March 31, 2009		11.09		0.31			(1.08	)		(0.77	)		(0.41	)		—			(0.14	)		(0.55	)		9.77		(7.08	)		1,973		1.20			3.17			1.37			48
Year Ended March 31, 2008		11.37		0.34			(0.11	)		0.23			(0.35	)		—			(0.16	)		(0.51	)		11.09		2.03			840		1.18			2.94			1.31			47
Year Ended March 31, 2007		11.20		0.34	(d)		0.31			0.65			(0.37	)		—			(0.11	)		(0.48	)		11.37		5.91			792		1.20			2.99			1.32			43

See Notes to Financial Highlights.

41

FINANCIAL HIGHLIGHTS

																														Ratio			Ratio of
						Net																								of			Net			Ratio of
						Realized																								Net			Investment			Expenses to
						and									Distributions		Distributions						Net							Expenses			Income			Average Net
	Net Asset		Net			Unrealized						Dividends			from		from			Total			Asset							to			to			Assets
	Value,		Investment			Gains						from Net			Tax		Realized			Dividends			Value,					Net Assets		Average			Average			(Excluding			Portfolio
	Beginning		Income			(Losses) on			Total from			Investment			Return of		Capital			and			End of		Total			End of		Net			Net			Waivers and			Turnover
	of Period		(Loss)			Investments			Operations			Income			Capital		Gains			Distributions			Period		Return(a)			Period (000)		Assets(b)			Assets(b)			Reimbursements)(b)			Rate(c)
Growth Allocation Strategy(f)
I Shares
Year Ended March 31, 2011	$	9.52	$	0.14	(d)	$	1.13		$	1.27		$	(0.23	)	$	—	$	—		$	(0.23	)	$	10.56		13.58	%	$	55,332		0.20	%		1.44	%		0.31	%		25	%
Year Ended March 31, 2010		7.02		0.15			2.50			2.65			(0.15	)		—		—			(0.15	)		9.52		37.92			54,407		0.19			1.70			0.24			21
Year Ended March 31, 2009		11.31		0.23			(2.99	)		(2.76	)		(0.26	)		—		(1.27	)		(1.53	)		7.02		(25.01	)		40,472		0.20			2.41			0.21			28
Year Ended March 31, 2008		12.89		0.28			(0.44	)		(0.16	)		(0.45	)		—		(0.97	)		(1.42	)		11.31		(2.16	)		69,704		0.17			2.02			0.17			50
Year Ended March 31, 2007		12.43		0.25	(d)		0.82			1.07			(0.35	)		—		(0.26	)		(0.61	)		12.89		8.73			111,848		0.17			2.00			0.17			45
A Shares
Year Ended March 31, 2011		9.48		0.13	(d)		1.12			1.25			(0.20	)		—		—			(0.20	)		10.53		13.35			10,934		0.50			1.35			0.61			25
Year Ended March 31, 2010		7.00		0.13			2.48			2.61			(0.13	)		—		—			(0.13	)		9.48		37.46			3,638		0.49			1.39			0.54			21
Year Ended March 31, 2009		11.28		0.20			(2.98	)		(2.78	)		(0.23	)		—		(1.27	)		(1.50	)		7.00		(25.21	)		2,776		0.49			2.07			0.50			28
Year Ended March 31, 2008		12.87		0.20			(0.40	)		(0.20	)		(0.42	)		—		(0.97	)		(1.39	)		11.28		(2.47	)		5,031		0.47			1.62			0.47			50
Year Ended March 31, 2007		12.41		0.21	(d)		0.82			1.03			(0.31	)		—		(0.26	)		(0.57	)		12.87		8.44			6,778		0.47			1.71			0.47			45
C Shares
Year Ended March 31, 2011		9.38		0.04	(d)		1.12			1.16			(0.13	)		—		—			(0.13	)		10.41		12.50			3,063		1.20			0.43			1.31			25
Year Ended March 31, 2010		6.94		0.07			2.46			2.53			(0.09	)		—		—			(0.09	)		9.38		36.53			3,234		1.19			0.69			1.24			21
Year Ended March 31, 2009		11.22		0.14			(2.98	)		(2.84	)		(0.17	)		—		(1.27	)		(1.44	)		6.94		(25.88	)		2,844		1.19			1.37			1.20			28
Year Ended March 31, 2008		12.83		0.15			(0.44	)		(0.29	)		(0.35	)		—		(0.97	)		(1.32	)		11.22		(3.14	)		5,584		1.17			1.12			1.17			50
Year Ended March 31, 2007		12.39		0.13	(d)		0.80			0.93			(0.23	)		—		(0.26	)		(0.49	)		12.83		7.62			5,535		1.17			1.05			1.17			45
Moderate Allocation Strategy(f)
I Shares
Year Ended March 31, 2011		9.84		0.20	(d)		0.90			1.10			(0.34	)		—		—			(0.34	)		10.60		11.45			122,804		0.20			2.00			0.23			33
Year Ended March 31, 2010		7.76		0.20			2.09			2.29			(0.21	)		—		—			(0.21	)		9.84		29.66			125,016		0.19			2.22			0.21			21
Year Ended March 31, 2009		10.38		0.29			(2.07	)		(1.78	)		(0.34	)		—		(0.50	)		(0.84	)		7.76		(17.47	)		103,606		0.20			3.11			0.21			31
Year Ended March 31, 2008		10.88		0.31			(0.25	)		0.06			(0.39	)		—		(0.17	)		(0.56	)		10.38		0.30			147,784		0.17			2.87			0.17			40
Year Ended March 31, 2007		10.85		0.31	(d)		0.55			0.86			(0.37	)		—		(0.46	)		(0.83	)		10.88		8.02			193,107		0.16			2.80			0.16			49
A Shares
Year Ended March 31, 2011		9.82		0.18	(d)		0.89			1.07			(0.31	)		—		—			(0.31	)		10.58		11.11			14,416		0.50			1.79			0.53			33
Year Ended March 31, 2010		7.75		0.17			2.08			2.25			(0.18	)		—		—			(0.18	)		9.82		29.23			8,615		0.49			1.91			0.51			21
Year Ended March 31, 2009		10.37		0.25			(2.06	)		(1.81	)		(0.31	)		—		(0.50	)		(0.81	)		7.75		(17.72	)		5,845		0.50			2.81			0.51			31
Year Ended March 31, 2008		10.88		0.28			(0.25	)		0.03			(0.37	)		—		(0.17	)		(0.54	)		10.37		(0.02	)		8,632		0.47			2.59			0.48			40
Year Ended March 31, 2007		10.84		0.28	(d)		0.55			0.83			(0.33	)		—		(0.46	)		(0.79	)		10.88		7.77			11,069		0.46			2.53			0.46			49
C Shares
Year Ended March 31, 2011		9.77		0.09	(d)		0.90			0.99			(0.24	)		—		—			(0.24	)		10.52		10.29			15,252		1.20			0.95			1.23			33
Year Ended March 31, 2010		7.72		0.11			2.07			2.18			(0.13	)		—		—			(0.13	)		9.77		28.31			15,431		1.19			1.21			1.21			21
Year Ended March 31, 2009		10.34		0.20			(2.07	)		(1.87	)		(0.25	)		—		(0.50	)		(0.75	)		7.72		(18.34	)		12,405		1.20			2.08			1.20			31
Year Ended March 31, 2008		10.86		0.20			(0.25	)		(0.05	)		(0.30	)		—		(0.17	)		(0.47	)		10.34		(0.66	)		20,419		1.17			1.87			1.17			40
Year Ended March 31, 2007		10.82		0.23	(d)		0.52			0.75			(0.25	)		—		(0.46	)		(0.71	)		10.86		7.01			24,424		1.19			2.12			1.19			49

See Notes to Financial Highlights.

42 

NOTES TO FINANCIAL HIGHLIGHTS

(a) Total return excludes sales charge. Not annualized for periods less than one year.

(b) Annualized for periods less than one year.

(c) Not annualized for periods less than one year.

(d) Per share data calculated using average shares outstanding method.

(e) Rounds to less than $0.01 per share.

(f) The Fund and its shareholders indirectly bear a pro rata share of the fees and expenses incurred by the underlying funds in which the Fund is invested. The expense ratios do not include such expense.

Amount designated as “—” are $0 or have been rounded to $0.

Investment Adviser:

RidgeWorth Investments
3333 Piedmont Road NE, Suite 1500
Atlanta, GA 30305
www.ridgeworth.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.

To Obtain an SAI, Annual or Semi-Annual Report, or More Information:

Telephone:   Shareholder Services
1-888-784-3863

Mail:
RidgeWorth Funds
P.O. Box 8053
Boston, MA 02266-8053

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 20549-1520. 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.

RidgeWorth Investments^® is the trade name of RidgeWorth Capital Management, Inc.

RFPRO-LV-0811

FIXED INCOME FUNDS
A, C, R, & I SHARES PROSPECTUS

August 1, 2011
Investment Adviser: RidgeWorth Investments^®

	A Shares	C Shares	R Shares	I Shares
Investment Grade Funds
Subadviser: Seix Investment Advisors LLC
• Corporate Bond Fund	SAINX	STIFX		STICX
• Intermediate Bond Fund	IBASX		IBLSX	SAMIX
• Investment Grade Bond Fund	STGIX		SCIGX	STIGX
• Limited Duration Fund				SAMLX
• Limited-Term Federal Mortgage Securities Fund	SLTMX	SCLFX		SLMTX
• Total Return Bond Fund	CBPSX		SCBLX	SAMFX
• U.S. Government Securities Fund	SCUSX	SGUSX		SUGTX
High Yield Funds
Subadviser: Seix Investment Advisors LLC
• High Income Fund	SAHIX		STHIX	STHTX
• Seix Floating Rate High Income Fund	SFRAX	SFRCX		SAMBX
• Seix High Yield Fund	HYPSX		HYLSX	SAMHX
Municipal Bond Funds
Subadviser: StableRiver Capital Management LLC
• Georgia Tax-Exempt Bond Fund	SGTEX			SGATX
• High Grade Municipal Bond Fund	SFLTX			SCFTX
• Investment Grade Tax-Exempt Bond Fund	SISIX			STTBX
• Maryland Municipal Bond Fund	SMMAX			CMDTX
• North Carolina Tax-Exempt Bond Fund	SNCIX			CNCFX
• Virginia Intermediate Municipal Bond Fund	CVIAX			CRVTX
Short Duration Funds
Subadviser: StableRiver Capital Management LLC
• Short-Term Bond Fund	STSBX	SCBSX		SSBTX
• Short-Term U.S. Treasury Securities Fund	STSFX	SSUSX		SUSTX
• Ultra-Short Bond Fund				SISSX
• U.S. Government Securities Ultra-Short Bond Fund				SIGVX

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.

Table of Contents

1	Investment Grade Funds
1	Corporate Bond Fund
4	Intermediate Bond Fund
8	Investment Grade Bond Fund
12	Limited Duration Fund
16	Limited-Term Federal Mortgage Securities Fund
20	Total Return Bond Fund
24	U.S. Government Securities Fund
28	High Yield Funds
28	High Income Fund
32	Seix Floating Rate High Income Fund
37	Seix High Yield Fund
41	Municipal Bond Funds
41	Georgia Tax-Exempt Bond Fund
44	High Grade Municipal Bond Fund
47	Investment Grade Tax-Exempt Bond Fund
50	Maryland Municipal Bond Fund
53	North Carolina Tax-Exempt Bond Fund
56	Virginia Intermediate Municipal Bond Fund
59	Short Duration Funds
59	Short-Term Bond Fund
63	Short-Term U.S. Treasury Securities Fund
67	Ultra-Short Bond Fund
71	U.S. Government Securities Ultra-Short Bond Fund
74	More Information About Risk
80	More Information About Indices
81	More Information About Fund Investments
81	Information About Portfolio Holdings
81	Management
86	Purchasing, Selling and Exchanging Fund Shares
95	Market Timing Policies and Procedures
96	Distribution of Fund Shares
97	Shareholder Servicing Plans
97	Dividends and Distributions
97	Taxes
99	Financial Highlights
Back Cover	How to Obtain More Information About RidgeWorth Funds

August 1, 2011

RidgeWorth Investments^® is the trade name of RidgeWorth Capital Management, Inc.

Investment Grade Funds   1

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 90 of the Fund’s prospectus and Rights of Accumulation on page 91 of the Fund’s statement of additional information.

Shareholder Fees
(fees paid directly from your investment)

	A Shares		C Shares		I Shares
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)

	A Shares		C Shares		I Shares
Management Fees		0.40%		0.40%		0.40%
Distribution (12b-1) Fees		0.30%		1.00%		None
Other Expenses		0.13%		0.10%		0.12%
Total Annual Fund Operating Expenses		0.83%		1.50%		0.52%

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	$	556	$	728	$	915	$	1,456
C Shares	$	253	$	475	$	820	$	1,796
I Shares	$	53	$	167	$	291	$	656

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

	1 Year		3 Years		5 Years		10 Years
A Shares	$	556	$	728	$	915	$	1,456
C Shares	$	153	$	475	$	820	$	1,796
I Shares	$	53	$	167	$	291	$	656

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 47% 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 (“Seix” or the “Subadviser”), believes are of comparable quality. Under normal circumstances, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) 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 so long as in the aggregate securities

2  Investment Grade Funds

CORPORATE BOND FUND

that are rated below BBB-/Baa3 do not constitute more than 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

You may lose money if you invest in the Fund. 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.

Below Investment Grade Securities Risk: Securities that are rated below investment grade (sometimes referred to as “junk bonds”), including those bonds rated lower than “BBB-” by Standard and Poor’s and Fitch, Inc. or “Baa3” by Moody’s Investors Services, Inc.), or that are unrated but judged by the Subadviser to be of comparable quality, at the time of purchase, 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, and may cause income and principal losses for the Fund.

Debt Securities Risk: Debt securities, such as bonds, involve credit risk. Credit risk is the risk that the borrower will not make timely payments of principal and interest. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on the issuer’s financial condition and on the terms of the securities. Debt securities are also subject to interest rate risk, which is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter term 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.

U.S. Government Agencies Risk: Obligations of U.S. government agencies and authorities are supported by varying degrees of credit, but generally are not backed by the full faith and credit of the U.S. government. U.S. government agencies debt securities may underperform other segments of the fixed income market or the fixed income market as a whole.

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 (before and after taxes) 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. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
7.54%	-3.98%
(6/30/09)	(3/31/09)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 3.02%.

Investment Grade Funds   3

CORPORATE BOND FUND

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

					Since
					Inception
					of the		Since
	1 Year		5 Years		A Shares*		Inception**
A Shares Returns Before Taxes		7.88%		5.93%		5.69%		N/A
C Shares Returns Before Taxes		7.29%		5.22%		N/A		5.10%
I Shares Returns Before Taxes		8.35%		6.27%		N/A		5.94%
I Shares Returns After Taxes on Distributions		6.23%		4.07%		N/A		3.75%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		5.93%		4.09%		N/A		3.80%
Barclays Capital U.S. Corporate Index (reflects no deduction for fees, expenses or taxes)		9.00%		6.05%		5.45%		6.02%

*	Since inception of the A Shares on October 8, 2003.
**	Since inception of the C Shares and the I Shares on November 30, 2001.

After-tax returns are calculated using the historical highest individual U.S. 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 (“IRAs”). After-tax returns are shown for only the I Shares. After-tax returns for other share classes will vary.

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser (the “Adviser”). Seix Investment Advisors LLC is the Fund’s Subadviser.

Portfolio Management

Mr. James F. Keegan, Chief Investment Officer and Chief Executive 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 share class are shown below, although these minimums may be reduced or waived in some cases.

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

Subsequent investments in A or C Shares must be made in amounts of at least $1,000. The Fund may accept investments of smaller amounts for either class of shares at its discretion. There are no minimums for subsequent investments in I 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 IRA.

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 website for more information.

4  Investment Grade Funds

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 90 of the Fund’s prospectus and Rights of Accumulation on page 91 of the Fund’s statement of additional information.

Shareholder Fees
(fees paid directly from your investment)

	A Shares		R Shares		I Shares
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)

	A Shares		R Shares		I Shares
Management Fees		0.24%		0.24%		0.24%
Distribution (12b-1) Fees		0.25%		0.50%		None
Other Expenses		0.11%		0.36%		0.10%
Total Annual Fund Operating Expenses		0.60%		1.10%		0.34%

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	$	534	$	658	$	795	$	1,193
R Shares	$	112	$	350	$	607	$	1,345
I Shares	$	35	$	109	$	191	$	433

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 128% 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 (plus any borrowings for investment purposes) 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, (“Seix” or 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

Investment Grade Funds   5

INTERMEDIATE BOND FUND

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

You may lose money if you invest in the Fund. 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.

Debt Securities Risk: Debt securities, such as bonds, involve credit risk. Credit risk is the risk that the borrower will not make timely payments of principal and interest. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on the issuer’s financial condition and on the terms of the securities. Debt securities are also subject to interest rate risk, which is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter term securities.

Mortgage-Backed and Asset-Backed Securities 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 adjustable-rate securities 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 security could underperform and affect the Fund’s net asset value.

Prepayment and Call Risk: During periods of falling interest rates, an issuer of a callable bond held by the Fund may “call” or prepay the bond before its stated maturity date. When mortgages and other obligations are prepaid and when securities are called, the Fund may have to reinvest the proceeds 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 and/or a decline in the Fund’s income.

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: Securities that are rated below investment grade (sometimes referred to as “junk bonds”), including those bonds rated lower than “BBB-” by Standard and Poor’s and Fitch, Inc. or “Baa3” by Moody’s Investors Services, Inc.), or that are unrated but judged by the Subadviser to be of comparable quality, at the time of purchase, 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, and may cause income and principal losses for the Fund.

Floating Rate Loan Risk: The value of the collateral securing a floating rate loan can decline, be insufficient to meet the obligations of the borrower, or be difficult to liquidate. As a result, a floating rate loan may not be

6  Investment Grade Funds

INTERMEDIATE BOND FUND

fully collateralized and can decline significantly in value. Floating rate loans generally are subject to contractual restrictions on resale. The liquidity of floating rate loans, including the volume and frequency of secondary market trading in such loans, varies significantly over time and among individual floating rate loans. During periods of infrequent trading, valuing a floating rate loan can be more difficult; and buying and selling a floating rate loan at an acceptable price can also be more difficult and delayed. Difficulty in selling a floating rate loan can result in a loss.

Derivatives Risk: In the course of pursuing its investment strategies, the Fund may invest in certain types of derivatives including swaps, foreign currency forward contracts and futures. The Fund is exposed to additional volatility and potential loss with these investments. Losses in these investments may exceed the Fund’s initial investment. Derivatives may be difficult to value, may become illiquid and may not correlate perfectly with the overall securities market.

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 and interest rate 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 or decrease 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 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.

U.S. Government Issuers Risk: U.S. Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics. Similar to other issuers, changes to the financial condition or credit rating of the U.S. government may cause the value of its Treasury obligations to decline. Obligations of U.S. government agencies and authorities are supported by varying degrees of credit, but generally are not backed by the full faith and credit of the U.S. government. U.S. government debt securities may underperform other segments of the fixed income market or the fixed income market as a whole.

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 (before and after taxes) 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, and has not been adjusted to reflect A Share or R Share expenses. If it had been, performance would have been lower. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
6.44%	-2.33%
(12/31/08)	(06/30/04)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 2.36%.

Investment Grade Funds   7

INTERMEDIATE BOND FUND

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

	1 Year		5 Years		10 Years
A Shares Returns Before Taxes		4.71%		5.78%		5.16%
R Shares Returns Before Taxes*		4.25%		5.21%		4.81%
I Shares Returns Before Taxes		4.97%		6.05%		5.34%
I Shares Returns After Taxes on Distributions		3.28%		4.23%		3.53%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		3.50%		4.13%		3.49%
Barclays Capital Intermediate U.S. Government/Credit Bond Index (reflects no deduction for fees, expenses or taxes)		5.89%		5.53%		5.51%

*  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 12, 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.

After-tax returns are calculated using the historical highest individual U.S. 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 (“IRAs”). After-tax returns are shown for only the I Shares. After-tax returns for other share classes will vary.

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser (the “Adviser”). Seix Investment Advisors LLC is the Fund’s Subadviser.

Portfolio Management

Mr. James F. Keegan, Chief Investment Officer and Chief Executive 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 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 share class are shown below, although these minimums may be reduced or waived in some cases.

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

Subsequent investments in A Shares must be made in amounts of at least $1,000. The Fund may accept investments of smaller amounts at its discretion. There are no minimums for subsequent investments in R or I 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 IRA.

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 website for more information.

Investment Grade Funds   8

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 90 of the Fund’s prospectus and Rights of Accumulation on page 91 of the Fund’s statement of additional information.

Shareholder Fees
(fees paid directly from your investment)

	A Shares		R Shares		I Shares
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)

	A Shares		R Shares		I Shares
Management Fees		0.50%		0.50%		0.50%
Distribution (12b-1) Fees		0.30%		0.50%		None
Other Expenses		0.07%		0.20%		0.10%
Total Annual Fund Operating Expenses		0.87%		1.20%		0.60%

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	$	560	$	740	$	935	$	1,501
R Shares	$	122	$	381	$	661	$	1,460
I Shares	$	61	$	192	$	336	$	753

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 121% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) 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 (“Seix” or 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, which is currently the Barclays Capital U.S. Government/Credit Bond Index, a widely recognized, unmanaged index of investment grade government and corporate debt securities. In selecting investments for purchase and sale, the Subadviser tries to minimize risk while attempting to outperform selected market indices. The Subadviser seeks to

9  Investment Grade Funds

INVESTMENT GRADE BOND FUND

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

You may lose money if you invest in the Fund. 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.

Debt Securities Risk: Debt securities, such as bonds, involve credit risk. Credit risk is the risk that the borrower will not make timely payments of principal and interest. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on the issuer’s financial condition and on the terms of the securities. Debt securities are also subject to interest rate risk, which is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter term securities.

Mortgage-Backed and Asset-Backed Securities 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 adjustable-rate securities 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 security could underperform and affect the Fund’s net asset value.

Prepayment and Call Risk: During periods of falling interest rates, an issuer of a callable bond held by the Fund may “call” or prepay the bond before its stated maturity date. When mortgages and other obligations are prepaid and when securities are called, the Fund may have to reinvest the proceeds 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 and/or a decline in the Fund’s income.

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: Securities that are rated below investment grade (sometimes referred to as “junk bonds”), including those bonds rated lower than “BBB-” by Standard and Poor’s and Fitch, Inc. or “Baa3” by Moody’s Investors Services, Inc.), or that are unrated but judged by the Subadviser to be of comparable quality, at the time of purchase, involve greater risk of default and are more volatile than investment grade securities. Below investment grade securities may also be less liquid than higher quality securities, and may cause income and principal losses for the Fund.

Floating Rate Loan Risk: The value of the collateral securing a floating rate loan can decline, be insufficient to meet the obligations of the borrower, or be difficult to liquidate. As a result, a floating rate loan may not be fully collateralized and can decline significantly in value. Floating rate loans generally are subject to contractual restrictions on resale. The

Investment Grade Funds   10

INVESTMENT GRADE BOND FUND

liquidity of floating rate loans, including the volume and frequency of secondary market trading in such loans, varies significantly over time and among individual floating rate loans. During periods of infrequent trading, valuing a floating rate loan can be more difficult; and buying and selling a floating rate loan at an acceptable price can also be more difficult and delayed. Difficulty in selling a floating rate loan can result in a loss.

Derivatives Risk: In the course of pursuing its investment strategies, the Fund may invest in certain types of derivatives including swaps, foreign currency forward contracts and futures. The Fund is exposed to additional volatility and potential loss with these investments. Losses in these investments may exceed the Fund’s initial investment. Derivatives may be difficult to value, may become illiquid and may not correlate perfectly with the overall securities market.

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 and interest rate 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 or decrease 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 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.

U.S. Government Issuers Risk: U.S. Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics. Similar to other issuers, changes to the financial condition or credit rating of the U.S. government may cause the value of its Treasury obligations to decline. Obligations of U.S. government agencies and authorities are supported by varying degrees of credit, but generally are not backed by the full faith and credit of the U.S. government. U.S. government debt securities may underperform other segments of the fixed income market or the fixed income market as a whole.

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 (before and after taxes) does not indicate how the Fund will perform in the future. At the close of business on July 31, 2009, all outstanding C Shares converted to R Shares. R Share performance shown prior to that date is that of C Shares and has not been adjusted to reflect R Shares expenses. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
8.51%	-3.47%
(12/31/08)	(6/30/04)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 2.17%.

11  Investment Grade Funds

INVESTMENT GRADE BOND FUND

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

	1 Year		5 Years		10 Years
A Shares Returns Before Taxes		5.03%		6.13%		5.49%
R Shares Returns Before Taxes		4.85%		5.55%		4.92%
I Shares Returns Before Taxes		5.42%		6.47%		5.86%
I Shares Returns After Taxes on Distributions		3.17%		4.68%		4.16%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		4.01%		4.53%		4.04%
Barclays Capital U.S. Government/Credit Bond Index (reflects no deduction for fees, expenses or taxes)		6.59%		5.56%		5.83%

After-tax returns are calculated using the historical highest individual U.S. 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 (“IRAs”). After-tax returns are shown for only the I Shares. After-tax returns for other share classes will vary.

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser (the “Adviser”). Seix Investment Advisors LLC is the Fund’s Subadviser.

Portfolio Management

Mr. James F. Keegan, Chief Investment Officer and Chief Executive 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 share class are shown below, although these minimums may be reduced or waived in some cases.

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

Subsequent investments in A Shares must be made in amounts of at least $1,000. The Fund may accept investments of smaller amounts at its discretion. There are no minimums for subsequent investments in R or I 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 IRA.

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 website for more information.

12  Investment Grade Funds

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)

	I Shares
Management Fees		0.10%
Other Expenses		0.12%
Total Annual Fund Operating Expenses		0.22%

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	$	23	$	71	$	124	$	282

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 76% 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 (“Seix” or 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 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.

Investment Grade Funds   13

LIMITED DURATION FUND

Principal Investment Risks

You may lose money if you invest in the Fund. 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.

Debt Securities Risk: Debt securities, such as bonds, involve credit risk. Credit risk is the risk that the borrower will not make timely payments of principal and interest. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on the issuer’s financial condition and on the terms of the securities. Debt securities are also subject to interest rate risk, which is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter term securities.

Mortgage-Backed and Asset-Backed Securities 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 adjustable-rate securities 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 security could underperform and affect the Fund’s net asset value.

Prepayment and Call Risk: During periods of falling interest rates, an issuer of a callable bond held by the Fund may “call” or prepay the bond before its stated maturity date. When mortgages and other obligations are prepaid and when securities are called, the Fund may have to reinvest the proceeds 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 and/or a decline in the Fund’s income.

Floating Rate Notes Risk: Securities with floating or variable interest rates can be less sensitive to interest rate changes than securities with fixed interest rates, but may decline in value if their coupon rates do not reset as high, or as quickly, as comparable market interest rates.

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.

U.S. Government Issuers Risk: U.S. Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics. Similar to other issuers, changes to the financial condition or credit rating of the U.S. government may cause the value of its Treasury obligations to decline. Obligations of U.S. government agencies and authorities are supported by varying degrees of credit, but generally are not backed by the full faith and credit of the U.S. government. U.S. government debt securities may underperform other segments of the fixed income market or the fixed income market as a whole.

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 (before and after taxes) 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. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

14  Investment Grade Funds

LIMITED DURATION FUND

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

Best Quarter	Worst Quarter
2.18%	-3.37%
(3/31/09)	(12/31/08)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 0.23%.

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

					Since
	1 Year		5 Years		Inception*
I Shares Returns Before Taxes		1.43%		2.48%		2.18%
I Shares Returns After Taxes on Distributions		1.15%		1.44%		1.31%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		0.93%		1.51%		1.35%
Bank of America Merrill Lynch 3 Month U.S. Treasury Bill Index (reflects no deduction for fees, expenses or taxes)		0.13%		2.43%		2.20%

*  Since inception of the predecessor fund on October 25, 2002. Benchmark return since October 31, 2002.

After-tax returns are calculated using the historical highest individual U.S. 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 (“IRAs”).

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser (the “Adviser”). Seix Investment Advisors LLC is the Fund’s Subadviser.

Portfolio Management

Mr. James F. Keegan, Chief Investment Officer and Chief Executive 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

Effective June 30, 2011, the Limited Duration Fund is open solely to (i) clients of Seix Investment Advisors LLC, the Fund’s Subadviser, and its affiliates, and (ii) such other investors as Ridgeworth Capital Management Inc., shall approve in its discretion. All shareholders of the Limited Duration Fund as of June 30, 2011, however, can continue to hold and purchase additional 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 IRA.

Investment Grade Funds   15

LIMITED DURATION FUND

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 website for more information.

16  Investment Grade Funds

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 90 of the Fund’s prospectus and Rights of Accumulation on page 91 of the Fund’s statement of additional information.

Shareholder Fees
(fees paid directly from your investment)

	A Shares		C Shares		I Shares
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)

	A Shares		C Shares		I Shares
Management Fees		0.50%		0.50%		0.50%
Distribution (12b-1) Fees		0.20%		1.00%		None
Other Expenses		0.31%		0.32%		0.30%
Acquired Fund Fees and Expenses(1)		0.03%		0.03%		0.03%
Total Annual Fund Operating Expenses		1.04%		1.85%		0.83%
Fee Waivers and/or Expense Reimbursements(2)		(0.15)%		(0.16)%		(0.14)%
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements		0.89%		1.69%		0.69%

(1)

“Acquired Fund Fees and Expenses” reflect the Fund’s pro rata share of the fees and expenses incurred by investing in other investment companies. The impact of Acquired Fund Fees and Expenses is included in the total returns of the Fund. Acquired Fund Fees and Expenses are not used to calculate the Fund’s net asset value per share (“NAV”) and are not included in the calculation of the ratio of expenses to average net assets shown in the Financial Highlights section of the Fund’s prospectus.

(2)

The Adviser and the Subadviser have contractually agreed to waive fees and reimburse expenses until at least August 1, 2012 in order to keep Total Annual Fund Operating Expenses (excluding, as applicable, taxes, brokerage commissions, substitute dividend expenses on securities sold short, extraordinary expenses and acquired fund fees and expenses) from exceeding 0.86%, 1.66% and 0.66% for the A, C and I Shares, respectively. This agreement shall terminate upon the termination of the Investment Advisory Agreement between RidgeWorth Funds and the Adviser, or it may be terminated upon written notice to the Adviser by RidgeWorth Funds.

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	$	339	$	559	$	797	$	1,481
C Shares	$	272	$	567	$	988	$	2,162
I Shares	$	71	$	251	$	448	$	1,017

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

	1 Year		3 Years		5 Years		10 Years
A Shares	$	339	$	559	$	797	$	1,481
C Shares	$	172	$	567	$	988	$	2,162
I Shares	$	71	$	251	$	448	$	1,017

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 452% of the average value of its portfolio.

Investment Grade Funds   17

LIMITED-TERM FEDERAL MORTGAGE SECURITIES FUND

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in U.S. government agency mortgage-backed securities, such as the Federal National Mortgage Association (“Fannie Mae”), Government National Mortgage Association (“GNMA”) and collateralized mortgage obligations.

In selecting investments for purchase and sale, the Fund’s Subadviser, Seix Investment Advisors LLC (“Seix” or 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 refinancing.

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

You may lose money if you invest in the Fund. 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.

Debt Securities Risk: Debt securities, such as bonds, involve credit risk. Credit risk is the risk that the borrower will not make timely payments of principal and interest. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on the issuer’s financial condition and on the terms of the securities. Debt securities are also subject to interest rate risk, which is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter term securities.

Mortgage-Backed and Asset-Backed Securities 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 adjustable-rate securities 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 security could underperform and affect the Fund’s net asset value.

Prepayment and Call Risk: During periods of falling interest rates, an issuer of a callable bond held by the Fund may “call” or prepay the bond before its stated maturity date. When mortgages and other obligations are prepaid and when securities are called, the Fund may have to reinvest the proceeds 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 and/or a decline in the Fund’s income.

U.S. Government Issuers Risk: U.S. Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics. Similar to other issuers, changes to the financial condition or credit rating of the U.S. government may cause the value of its Treasury obligations to decline. Obligations of U.S. government agencies and authorities are supported by varying degrees of credit, but generally are not backed by the full faith and credit of the U.S. government. U.S. government debt securities may underperform other segments of the fixed income market or the fixed income market as a whole.

Obligations of certain agencies, authorities, instrumentalities and sponsored enterprises of the U.S. government are backed by the full faith and credit of the United States (e.g., Fannie Mae); other obligations are backed by the right of the issuer to borrow from the U.S. Treasury (e.g., the Federal Home

18  Investment Grade Funds

LIMITED-TERM FEDERAL MORTGAGE SECURITIES FUND

Loan Banks); and others are supported by the discretionary authority of the U.S. government to purchase an agency’s obligations. Still others are backed only by the credit of the agency, authority, instrumentality or sponsored enterprise issuing the obligation. No assurance can be given that the U.S. government would provide financial support to any of these entities if it is not obligated to do so by law.

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 (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
4.36%	-1.70%
(9/30/01)	(6/30/04)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 2.59%.

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

	1 Year		5 Years		10 Years
A Shares Returns Before Taxes		6.11%		5.36%		4.55%
C Shares Returns Before Taxes		5.26%		4.52%		3.93%
I Shares Returns Before Taxes		6.31%		5.56%		4.78%
I Shares Returns After Taxes on Distributions		5.32%		4.04%		3.28%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		4.09%		3.85%		3.19%
Barclays Capital U.S. Mortgage-Backed Securities Index (reflects no deduction for fees, expenses or taxes)		5.37%		6.34%		5.89%

After-tax returns are calculated using the historical highest individual U.S. 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 (“IRAs”). After-tax returns are shown for only the I Shares. After-tax returns for other share classes will vary.

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser (the “Adviser”). Seix Investment Advisors LLC is the Fund’s Subadviser.

Portfolio Management

Mr. James F. Keegan, Chief Investment Officer and Chief Executive 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.

Investment Grade Funds   19

LIMITED-TERM FEDERAL MORTGAGE SECURITIES FUND

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 share class are shown below, although these minimums may be reduced or waived in some cases.

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

Subsequent investments in A or C Shares must be made in amounts of at least $1,000. The Fund may accept investments of smaller amounts for either class of shares at its discretion. There are no minimums for subsequent investments in I 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 IRA.

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 website for more information.

20  Investment Grade Funds

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 90 of the Fund’s prospectus and Rights of Accumulation on page 91 of the Fund’s statement of additional information.

Shareholder Fees
(fees paid directly from your investment)

	A Shares		R Shares		I Shares
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)

	A Shares		R Shares		I Shares
Management Fees		0.25%		0.25%		0.25%
Distribution (12b-1) Fees		0.25%		0.50%		None
Other Expenses		0.08%		0.14%		0.08%
Acquired Fund Fees and Expenses(1)		0.02%		0.02%		0.02%
Total Annual Fund Operating Expenses		0.60%		0.91%		0.35%

(1)  “Acquired Fund Fees and Expenses” reflect the Fund’s pro rata share of the fees and expenses incurred by investing in other investment companies. The impact of Acquired Fund Fees and Expenses is included in the total returns of the Fund. Acquired Fund Fees and Expenses are not used to calculate the Fund’s NAV and are not included in the calculation of the ratio of expenses to average net assets shown in the Financial Highlights section of the Fund’s prospectus.

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	$	534	$	658	$	795	$	1,193
R Shares	$	93	$	291	$	505	$	1,124
I Shares	$	36	$	113	$	197	$	445

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 294% 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 (plus any borrowings for investment purposes) 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 (“Seix” or 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 anticipates that the Fund’s modified adjusted duration will generally range from 3 to

Investment Grade Funds   21

TOTAL RETURN BOND FUND

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

You may lose money if you invest in the Fund. 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.

Debt Securities Risk: Debt securities, such as bonds, involve credit risk. Credit risk is the risk that the borrower will not make timely payments of principal and interest. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on the issuer’s financial condition and on the terms of the securities. Debt securities are also subject to interest rate risk, which is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter term securities.

Mortgage-Backed and Asset-Backed Securities 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 adjustable-rate securities 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 security could underperform and affect the Fund’s net asset value.

Prepayment and Call Risk: During periods of falling interest rates, an issuer of a callable bond held by the Fund may “call” or prepay the bond before its stated maturity date. When mortgages and other obligations are prepaid and when securities are called, the Fund may have to reinvest the proceeds 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 and/or a decline in the Fund’s income.

Below Investment Grade Securities Risk: Securities that are rated below investment grade (sometimes referred to as “junk bonds”), including those bonds rated lower than “BBB-” by Standard and Poor’s and Fitch, Inc. or “Baa3” by Moody’s Investors Services, Inc.), or that are unrated but judged by the Subadviser to be of comparable quality, at the time of purchase, involve greater risk of default and are more volatile than investment grade securities. Below investment grade securities may also be less liquid than higher quality securities, and may cause income and principal losses for the Fund.

Floating Rate Loan Risk: The value of the collateral securing a floating rate loan can decline, be insufficient to meet the obligations of the borrower, or be difficult to liquidate. As a result, a floating rate loan may not be fully collateralized and can decline significantly in value. Floating rate loans generally are subject to contractual restrictions on resale. The liquidity of floating rate loans, including the volume and frequency of secondary market trading in such loans, varies significantly over

22  Investment Grade Funds

TOTAL RETURN BOND FUND

time and among individual floating rate loans. During periods of infrequent trading, valuing a floating rate loan can be more difficult; and buying and selling a floating rate loan at an acceptable price can also be more difficult and delayed. Difficulty in selling a floating rate loan can result in a loss.

Derivatives Risk: In the course of pursuing its investment strategies, the Fund may invest in certain types of derivatives including swaps, foreign currency forward contracts and futures. The Fund is exposed to additional volatility and potential loss with these investments. Losses in these investments may exceed the Fund’s initial investment. Derivatives may be difficult to value, may become illiquid and may not correlate perfectly with the overall securities market.

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 and interest rate 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 or decrease 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 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.

U.S. Government Issuers Risk: U.S. Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics. Similar to other issuers, changes to the financial condition or credit rating of the U.S. government may cause the value of its Treasury obligations to decline. Obligations of U.S. government agencies and authorities are supported by varying degrees of credit, but generally are not backed by the full faith and credit of the U.S. government. U.S. government debt securities may underperform other segments of the fixed income market or the fixed income market as a whole.

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 (before and after taxes) 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. The performance shown below prior to the conversion of C Shares to R Shares at the close of business on February 12, 2009, is that of C Shares. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
6.61%	-2.16%
(12/31/08)	(6/30/04)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 2.87%.

Investment Grade Funds   23

TOTAL RETURN BOND FUND

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

	1 Year		5 Years		10 Years
A Shares Returns Before Taxes		6.15%		5.93%		5.42%
R Shares Returns Before Taxes		5.92%		5.45%		5.21%
I Shares Returns Before Taxes		6.49%		6.32%		5.74%
I Shares Returns After Taxes on Distributions		4.21%		4.40%		3.91%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		4.44%		4.29%		3.84%
Barclays Capital U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes)		6.54%		5.80%		5.84%

After-tax returns are calculated using the historical highest individual U.S. 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 (“IRAs”). After-tax returns are shown for only the I Shares. After-tax returns for other share classes will vary.

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser (the “Adviser”). Seix Investment Advisors LLC is the Fund’s Subadviser.

Portfolio Management

Mr. James F. Keegan, Chief Investment Officer and Chief Executive 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 share class are shown below, although these minimums may be reduced or waived in some cases.

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

Subsequent investments in A Shares must be made in amounts of at least $1,000. The Fund may accept investments of smaller amounts at its discretion. There are no minimums for subsequent investments in R or I 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 IRA.

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 website for more information.

24  Investment Grade Funds

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 90 of the Fund’s prospectus and Rights of Accumulation on page 91 of the Fund’s statement of additional information.

Shareholder Fees
(fees paid directly from your investment)

	A Shares		C Shares		I Shares
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)

	A Shares		C Shares		I Shares
Management Fees		0.50%		0.50%		0.50%
Distribution (12b-1) Fees		0.30%		1.00%		None
Other Expenses		0.13%		0.12%		0.12%
Total Annual Fund Operating Expenses		0.93%		1.62%		0.62%

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	$	566	$	758	$	966	$	1,568
C Shares	$	265	$	512	$	883	$	1,928
I Shares	$	63	$	199	$	347	$	778

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

	1 Year		3 Years		5 Years		10 Years
A Shares	$	566	$	758	$	966	$	1,568
C Shares	$	165	$	512	$	883	$	1,928
I Shares	$	63	$	199	$	347	$	778

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 92% of the average value of its portfolio.

Principal Investment Strategies

The Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) 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 (“Seix” or 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).

Investment Grade Funds   25

U.S. GOVERNMENT SECURITIES 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 assets and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate risk.

Principal Investment Risks

You may lose money if you invest in the Fund. 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.

Debt Securities Risk: Debt securities, such as bonds, involve credit risk. Credit risk is the risk that the borrower will not make timely payments of principal and interest. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on the issuer’s financial condition and on the terms of the securities. Debt securities are also subject to interest rate risk, which is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter term securities.

Mortgage-Backed and Asset-Backed Securities 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 adjustable-rate securities 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 security could underperform and affect the Fund’s net asset value.

Prepayment and Call Risk: During periods of falling interest rates, an issuer of a callable bond held by the Fund may “call” or prepay the bond before its stated maturity date. When mortgages and other obligations are prepaid and when securities are called, the Fund may have to reinvest the proceeds 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 and/or a decline in the Fund’s income.

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.

U.S. Government Issuers Risk: U.S. Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics. Similar to other issuers, changes to the financial condition or credit rating of the U.S. government may cause the value of U.S. Treasury obligations to decline. Treasury Inflation Protected Securities (“TIPS”) can also exhibit price movements as a result of changing inflation expectations and seasonal inflation patterns. Obligations of U.S. government agencies and authorities are supported by varying degrees of credit, but generally are not backed by the full faith and credit of the U.S. government. U.S. government debt securities may underperform other segments of the fixed income market or the fixed income market as a whole.

26  Investment Grade Funds

U.S. GOVERNMENT SECURITIES 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 (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
8.12%	-2.99%
(12/31/08)	(12/31/10)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 2.18%.

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

	1 Year		5 Years		10 Years
A Shares Returns Before Taxes		5.69%		4.72%		4.48%
C Shares Returns Before Taxes		4.97%		4.00%		3.83%
I Shares Returns Before Taxes		6.02%		5.04%		4.83%
I Shares Returns After Taxes on Distributions		4.62%		2.71%		2.85%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		4.68%		3.20%		3.10%
Barclays Capital U.S. Government Index (reflects no deduction for fees, expenses or taxes)		5.52%		5.45%		5.42%

After-tax returns are calculated using the historical highest individual U.S. 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 (“IRAs”). After-tax returns are shown for only the I Shares. After-tax returns for other share classes will vary.

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser (the “Adviser”). Seix Investment Advisors LLC is the Fund’s Subadviser.

Portfolio Management

Mr. James F. Keegan, Chief Investment Officer and Chief Executive 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.

Investment Grade Funds   27

U.S. GOVERNMENT SECURITIES FUND

The minimum initial investment amounts for each share class are shown below, although these minimums may be reduced or waived in some cases.

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

Subsequent investments in A or C Shares must be made in amounts of at least $1,000. The Fund may accept investments of smaller amounts for either class of shares at its discretion. There are no minimums for subsequent investments in I 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 IRA.

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 website for more information.

28  High Yield Funds

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 90 of the Fund’s prospectus and Rights of Accumulation on page 91 of the Fund’s statement of additional information.

Shareholder Fees
(fees paid directly from your investment)

	A Shares		R Shares		I Shares
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)

	A Shares		R Shares		I Shares
Management Fees		0.60%		0.60%		0.60%
Distribution (12b-1) Fees		0.30%		0.50%		None
Other Expenses		0.10%		0.30%		0.10%
Acquired Fund Fees and Expenses(1)		0.01%		0.01%		0.01%
Total Annual Fund Operating Expenses		1.01%		1.41%		0.71%

(1)  “Acquired Fund Fees and Expenses” reflect the Fund’s pro rata share of the fees and expenses incurred by investing in other investment companies. The impact of Acquired Fund Fees and Expenses is included in the total returns of the Fund. Acquired Fund Fees and Expenses are not used to calculate the Fund’s NAV and are not included in the calculation of the ratio of expenses to average net assets shown in the Financial Highlights section of the Fund’s prospectus.

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	$	573	$	782	$	1,008	$	1,657
R Shares	$	144	$	447	$	773	$	1,697
I Shares	$	73	$	227	$	396	$	886

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 269% 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 (“Seix” or 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

High Yield Funds   29

HIGH INCOME FUND

which generally seek to meet the following criteria: (i) industries that have sound fundamentals; (ii) companies that have good business prospects and increasing credit strength; and (iii) 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

You may lose money if you invest in the Fund. 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.

Debt Securities Risk: Debt securities, such as bonds, involve credit risk. Credit risk is the risk that the borrower will not make timely payments of principal and interest. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on the issuer’s financial condition and on the terms of the securities. Debt securities are also subject to interest rate risk, which is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter term securities.

Below Investment Grade Securities Risk: Securities that are rated below investment grade (sometimes referred to as “junk bonds”), including those bonds rated lower than “BBB-” by Standard and Poor’s and Fitch, Inc. or “Baa3” by Moody’s Investors Services, Inc.), or that are unrated but judged by the Subadviser to be of comparable quality, at the time of purchase, involve greater risk of default and are more volatile than investment grade securities. Below investment grade securities may also be less liquid than higher quality securities, and may cause income and principal losses for the Fund.

Floating Rate Loan Risk: The value of the collateral securing a floating rate loan can decline, be insufficient to meet the obligations of the borrower, or be difficult to liquidate. As a result, a floating rate loan may not be fully collateralized and can decline significantly in value. Floating rate loans generally are subject to contractual restrictions on resale. The liquidity of floating rate loans, including the volume and frequency of secondary market trading in such loans, varies significantly over time and among individual floating rate loans. During periods of infrequent trading, valuing a floating rate loan can be more difficult; and buying and selling a floating rate loan at an acceptable price can also be more difficult and delayed. Difficulty in selling a floating rate loan can result in a loss.

Prepayment and Call Risk: During periods of falling interest rates, an issuer of a callable bond held by the Fund may “call” or prepay the bond before its stated maturity date. When mortgages and other obligations are prepaid and when securities are called, the Fund may have to reinvest the proceeds 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 and/or a decline in the Fund’s income.

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: In the course of pursuing its investment strategies, the Fund may invest in certain types of derivatives including swaps, foreign currency forward contracts and futures. The Fund is exposed to additional volatility and potential loss with these investments. Losses in these investments may exceed the Fund’s initial investment. Derivatives may be difficult to value, may become illiquid and may not correlate perfectly with the overall securities market.

Futures Contract Risk: 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 and interest rate

30  High Yield Funds

HIGH INCOME FUND

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 or decrease 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.

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.

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.

U.S. Government Issuers Risk: U.S. Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics. Similar to other issuers, changes to the financial condition or credit rating of the U.S. government may cause the value of U.S. Treasury obligations to decline. Obligations of U.S. government agencies and authorities are supported by varying degrees of credit, but generally are not backed by the full faith and credit of the U.S. government. U.S. government debt securities may underperform other segments of the fixed income market or the fixed income market as a whole.

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 (before and after taxes) 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, 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. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
17.94%	-22.06%
(6/30/09)	(12/31/08)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 5.57%.

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

							Since		Since
							Inception		Inception
	1 Year		5 Years		10 Years		of A Shares*		of I Shares*
A Shares Returns Before Taxes		17.06%		9.47%		N/A		9.25%		N/A
R Shares Returns Before Taxes		16.89%		8.89%		8.20%		N/A		N/A
I Shares Returns Before Taxes		17.43%		9.81%		N/A		N/A		9.48%
R Shares Returns After Taxes on Distributions**		14.02%		5.85%		5.07%		N/A		N/A
R Shares Returns After Taxes on Distributions and Sale of Fund Shares**		10.88%		5.72%		5.11%		N/A		N/A
Barclays Capital U.S. Corporate High Yield Bond Index (reflects no deduction for fees, expenses or taxes)		15.12%		8.91%		8.88%		8.70%		9.69%

High Yield Funds   31

HIGH INCOME FUND

*	Since inception of the A Shares on October 27, 2003 and the I Shares on October 3, 2001. Benchmark returns since September 30, 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.

After-tax returns are calculated using the historical highest individual U.S. 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 (“IRAs”). After-tax returns are shown for only the R Shares. After-tax returns for other share classes will vary.

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser (the “Adviser”). Seix Investment Advisors LLC is the Fund’s Subadviser.

Portfolio Management

Mr. Brian Nold, M.D., Managing Director and Senior Portfolio Manager, has co-managed the High Income Fund since August 2006. Mr. Michael Kirkpatrick, Managing Director and Senior Portfolio Manager, has co-managed the High Income Fund since August 2011.

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 share class are shown below, although these minimums may be reduced or waived in some cases.

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

Subsequent investments in A Shares must be made in amounts of at least $1,000. The Fund may accept investments of smaller amounts at its discretion. There are no minimums for subsequent investments in R or I 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 IRA.

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 website for more information.

32  High Yield Funds

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 90 of the Fund’s prospectus and Rights of Accumulation on page 91 of the Fund’s statement of additional information.

Shareholder Fees
(fees paid directly from your investment)

	A Shares		C Shares		I Shares
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)

	A Shares		C Shares		I Shares
Management Fees		0.42%		0.42%		0.42%
Distribution (12b-1) Fees		0.30%		1.00%		None
Other Expenses		0.12%		0.08%		0.09%
Acquired Fund Fees and Expenses(1)		0.01%		0.01%		0.01%
Total Annual Fund Operating Expenses		0.85%		1.51%		0.52%

(1)  “Acquired Fund Fees and Expenses” reflect the Fund’s pro rata share of the fees and expenses incurred by investing in other investment companies. The impact of Acquired Fund Fees and Expenses is included in the total returns of the Fund. Acquired Fund Fees and Expenses are not used to calculate the Fund’s NAV and are not included in the calculation of the ratio of expenses to average net assets shown in the Financial Highlights section of the Fund’s prospectus.

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	$	335	$	515	$	711	$	1,277
C Shares	$	254	$	478	$	825	$	1,807
I Shares	$	53	$	167	$	291	$	656

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

	1 Year		3 Years		5 Years		10 Years
A Shares	$	335	$	515	$	711	$	1,277
C Shares	$	154	$	478	$	825	$	1,807
I Shares	$	53	$	167	$	291	$	656

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 104% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) 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

High Yield Funds   33

SEIX FLOATING RATE HIGH INCOME FUND

the London Interbank Offered Rate (“LIBOR”). 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 (“Seix” or 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. 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

You may lose money if you invest in the Fund. 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.

Debt Securities Risk: Debt securities, such as bonds, involve credit risk. Credit risk is the risk that the borrower will not make timely payments of principal and interest. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on the issuer’s financial condition and on the terms of the securities. Debt securities are also subject to interest rate risk, which is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter term securities.

Floating Rate Loan Risk: The value of the collateral securing a floating rate loan can decline, be insufficient to meet the obligations of the borrower, or be difficult to liquidate. As a result, a floating rate loan may not be fully collateralized and can decline significantly in value. Floating rate loans generally are subject to contractual restrictions on resale. The liquidity of floating rate loans, including the volume and frequency of secondary market trading in such loans, varies significantly over time and among individual floating rate loans. During periods of infrequent trading, valuing a floating rate loan can be more difficult; and buying and selling a floating rate loan at an acceptable price can also be more difficult

34  High Yield Funds

SEIX FLOATING RATE HIGH INCOME FUND

and delayed. Difficulty in selling a floating rate loan can result in a loss.

Senior Loan Risk: 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.

Below Investment Grade Securities Risk: Securities that are rated below investment grade (sometimes referred to as “junk bonds”), including those bonds rated lower than “BBB-” by Standard and Poor’s and Fitch, Inc. or “Baa3” by Moody’s Investors Services, Inc.), or that are unrated but judged by the Subadviser to be of comparable quality, at the time of purchase, involve greater risk of default and are more volatile than investment grade securities. Below investment grade securities may also be less liquid than higher quality securities, and may cause income and principal losses for the Fund.

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: In the course of pursuing its investment strategies, the Fund may invest in certain types of derivatives including swaps, foreign currency forward contracts and futures. The Fund is exposed to additional volatility and potential loss with these investments. Losses in these investments may exceed the Fund’s initial investment. Derivatives may be difficult to value, may become illiquid and may not correlate perfectly with the overall securities market.

Futures Contract Risk: 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.

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 and interest rate 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 or decrease 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.

U.S. Government Issuers Risk: U.S. Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics. Similar to other issuers, changes to the financial condition or credit rating of the U.S. government may cause the value of U.S. Treasury obligations to decline. Obligations of U.S. government agencies and authorities are supported by varying degrees of credit, but generally are not backed by the full faith and credit of the U.S. government. U.S. government debt securities may underperform other segments of the fixed income market or the fixed income market as a whole.

High Yield Funds   35

SEIX FLOATING RATE HIGH INCOME 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 (before and after taxes) 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. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
12.47%	-18.40%
(6/30/09)	(12/31/08)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 2.61%.

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

			Since
	1 Year		Inception*
A Shares Returns Before Taxes		9.48%		4.06%
C Shares Returns Before Taxes		8.76%		3.65%
I Shares Returns Before Taxes		9.97%		4.38%
I Shares Returns After Taxes on Distributions		7.69%		2.01%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		6.41%		2.31%
Credit Suisse Institutional Leveraged Loan Index (reflects no deduction for fees, expenses or taxes)**		7.63%		2.01%

*	Since inception of the I Shares of the Fund on March 1, 2006. Benchmark return since February 28, 2006 (benchmark returns available only on a month end basis).
**	Index returns reflect the returns of the Credit Suisse First Boston Leveraged Loan Index, the Fund’s former benchmark index, through January 31, 2010 and the Credit Suisse Institutional Leveraged Loan Index thereafter.

After-tax returns are calculated using the historical highest individual U.S. 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 (“IRAs”). After-tax returns are shown for only the I Shares. After-tax returns for other share classes will vary.

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser (the “Adviser”). Seix Investment Advisors LLC is the Fund’s Subadviser.

Portfolio Management

Mr. George Goudelias, Managing Director and Senior Portfolio Manager of Seix, has co-managed the Fund since its inception. Vincent Flanagan, Vice President and Portfolio Manager of Seix, has co-managed the Fund since 2011.

36  High Yield Funds

SEIX FLOATING RATE HIGH INCOME FUND

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 share class are shown below, although these minimums may be reduced or waived in some cases.

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

Subsequent investments in A or C Shares must be made in amounts of at least $1,000. The Fund may accept investments of smaller amounts for either class of shares at its discretion. There are no minimums for subsequent investments in I 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 IRA.

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 website for more information.

High Yield Funds   37

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 90 of the Fund’s prospectus and Rights of Accumulation on page 91 of the Fund’s statement of additional information.

Shareholder Fees
(fees paid directly from your investment)

	A Shares		R Shares		I Shares
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)

	A Shares		R Shares		I Shares
Management Fees		0.43%		0.43%		0.43%
Distribution (12b-1) Fees		0.25%		0.50%		None
Other Expenses		0.09%		0.27%		0.08%
Total Annual Fund Operating Expenses		0.77%		1.20%		0.51%

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	$	550	$	710	$	884	$	1,388
R Shares	$	122	$	381	$	661	$	1,460
I Shares	$	52	$	164	$	286	$	644

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 119% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, 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 (plus any borrowings for investment purposes) 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 Fund’s Subadviser, Seix Investment Advisors LLC (“Seix” or 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

38  High Yield Funds

SEIX HIGH YIELD FUND

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 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

You may lose money if you invest in the Fund. 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.

Debt Securities Risk: Debt securities, such as bonds, involve credit risk. Credit risk is the risk that the borrower will not make timely payments of principal and interest. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on the issuer’s financial condition and on the terms of the securities. Debt securities are also subject to interest rate risk, which is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter term securities.

Below Investment Grade Securities Risk: Securities that are rated below investment grade (sometimes referred to as “junk bonds”), including those bonds rated lower than “BBB-” by Standard and Poor’s and Fitch, Inc. or “Baa3” by Moody’s Investors Services, Inc.), or that are unrated but judged by the Subadviser to be of comparable quality, at the time of purchase, involve greater risk of default and are more volatile than investment grade securities. Below investment grade securities may also be less liquid than higher quality securities, and may cause income and principal losses for the Fund.

Floating Rate Loan Risk: The value of the collateral securing a floating rate loan can decline, be insufficient to meet the obligations of the borrower, or be difficult to liquidate. As a result, a floating rate loan may not be fully collateralized and can decline significantly in value. Floating rate loans generally are subject to contractual restrictions on resale. The liquidity of floating rate loans, including the volume and frequency of secondary market trading in such loans, varies significantly over time and among individual floating rate loans. During periods of infrequent trading, valuing a floating rate loan can be more difficult; and buying and selling a floating rate loan at an acceptable price can also be more difficult and delayed. Difficulty in selling a floating rate loan can result in a loss.

Prepayment and Call Risk: During periods of falling interest rates, an issuer of a callable bond held by the Fund may “call” or prepay the bond before its stated maturity date. When mortgages and other obligations are prepaid and when securities are called, the Fund may have to reinvest the proceeds 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 and/or a decline in the Fund’s income.

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.

High Yield Funds   39

SEIX HIGH YIELD FUND

Derivatives Risk: In the course of pursuing its investment strategies, the Fund may invest in certain types of derivatives including swaps, foreign currency forward contracts and futures. The Fund is exposed to additional volatility and potential loss with these investments. Losses in these investments may exceed the Fund’s initial investment. Derivatives may be difficult to value, may become illiquid and may not correlate perfectly with the overall securities market.

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 and interest rate 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 or decrease 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 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.

U.S. Government Issuers Risk: U.S. Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics. Similar to other issuers, changes to the financial condition or credit rating of the U.S. government may cause the value of U.S. Treasury obligations to decline. Obligations of U.S. government agencies and authorities are supported by varying degrees of credit, but generally are not backed by the full faith and credit of the U.S. government. U.S. government debt securities may underperform other segments of the fixed income market or the fixed income market as a whole.

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 (before and after taxes) 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. R Shares performance shown below prior to that date is that of C Shares and has not been adjusted to reflect R Shares expenses. 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. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
11.39%	-14.52%
(6/30/09)	(12/31/08)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 5.30%.

40  High Yield Funds

SEIX HIGH YIELD FUND

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

	1 Year		5 Years		10 Years*
A Shares Returns Before Taxes		14.72%		6.28%		7.40%
R Shares Returns Before Taxes		14.14%		5.46%		6.99%
I Shares Returns Before Taxes		14.93%		6.41%		7.57%
I Shares Returns After Taxes on Distributions		11.70%		3.48%		4.77%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		9.56%		3.68%		4.80%
Bank of America Merrill Lynch BB-B U.S. High Yield Constrained Index (reflects no deduction for fees, expenses or taxes)		14.26%		7.62%		7.95%

*  Since inception of the predecessor fund on December 29, 2000. Benchmark return since December 31, 2000.

After-tax returns are calculated using the historical highest individual U.S. 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 (“IRAs”). After-tax returns are shown for only the I Shares. After-tax returns for other share classes will vary.

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser (the “Adviser”). Seix Investment Advisors LLC is the Fund’s Subadviser.

Portfolio Management

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 share class are shown below, although these minimums may be reduced or waived in some cases.

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

Subsequent investments in A Shares must be made in amounts of at least $1,000. The Fund may accept investments of smaller amounts at its discretion. There are no minimums for subsequent investments in R or I 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 IRA.

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 website for more information.

Municipal Bond Funds   41

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 90 of the Fund’s prospectus and Rights of Accumulation on page 91 of the Fund’s statement of additional information.

Shareholder Fees
(fees paid directly from your investment)

	A Shares		I Shares
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)

	A Shares		I Shares
Management Fees		0.55%		0.55%
Distribution (12b-1) Fees		0.15%		None
Other Expenses		0.06%		0.06%
Total Annual Fund Operating Expenses		0.76%		0.61%

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	$	549	$	707	$	878	$	1,377
I Shares	$	62	$	196	$	341	$	766

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 44% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in municipal securities with income exempt from U.S. federal and Georgia state income taxes. Issuers of these securities can be located in Georgia, Puerto Rico and other U.S. territories and possessions. The Fund may invest up to 20% of its assets in securities subject to the U.S. federal alternative minimum tax. The Fund may also invest a portion of its net assets in certain taxable debt securities.

In selecting investments for purchase and sale, the Fund’s Subadviser, StableRiver Capital Management LLC (“StableRiver” or the “Subadviser”), tries to manage 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. There are no limits on the Fund’s average weighted maturity or on the remaining maturities of individual securities. The Subadviser tries to diversify the Fund’s holdings within the State of 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

42  Municipal Bond Funds

GEORGIA TAX-EXEMPT BOND FUND

below investment grade and the Subadviser deems retention of the security to be in the best interests of the Fund.

Principal Investment Risks

You may lose money if you invest in the Fund. 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.

Debt Securities Risk: Debt securities, such as bonds, involve credit risk. Credit risk is the risk that the borrower will not make timely payments of principal and interest. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on the issuer’s financial condition and on the terms of the securities. Debt securities are also subject to interest rate risk, which is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter term securities.

Concentration Risk: The Fund’s concentration of investments in securities of issuers located in the State of Georgia may subject the Fund to economic and government policies within the State.

Municipal Securities Risk: Municipal securities can be significantly affected by litigation, political or economic events, as well as uncertainties in the municipal market related to taxation, legislative changes or the rights of municipal security holders. Municipal securities backed by current or anticipated revenues from specific projects or assets can be negatively affected by the inability of the issuer to collect revenues for the projects or from the assets.

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 (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
6.69%	-5.43%
(9/30/09)	(12/31/10)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 3.47%.

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

	1 Year		5 Years		10 Years
A Shares Returns Before Taxes		0.20%		2.93%		3.64%
I Shares Returns Before Taxes		0.35%		3.09%		3.82%
I Shares Returns After Taxes on Distributions		-0.95%		1.74%		2.44%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		0.25%		1.85%		2.48%
Barclays Capital U.S. Municipal Bond Index (reflects no deduction for fees, expenses or taxes)		2.38%		4.09%		4.83%

After-tax returns are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state and local

Municipal Bond Funds   43

GEORGIA TAX-EXEMPT BOND FUND

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 (“IRAs”). After-tax returns are shown for only the I Shares. After-tax returns for other share classes will vary.

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser (the “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 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 share class are shown below, although these minimums may be reduced or waived in some cases.

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

Subsequent investments in A Shares must be made in amounts of at least $1,000. The Fund may accept investments of smaller amounts at its discretion. There are no minimums for subsequent investments in I Shares.

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 website for more information.

44  Municipal Bond Funds

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 90 of the Fund’s prospectus and Rights of Accumulation on page 91 of the Fund’s statement of additional information.

Shareholder Fees
(fees paid directly from your investment)

	A Shares		I Shares
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)

	A Shares		I Shares
Management Fees		0.55%		0.55%
Distribution (12b-1) Fees		0.15%		None
Other Expenses		0.17%		0.16%
Total Annual Fund Operating Expenses		0.87%		0.71%
Fee Waivers and/or Expense Reimbursements(1)		(0.07)%		(0.06)%
Total Annual Fund Operating Expenses after Fee Waivers and/or Expense Reimbursements		0.80%		0.65%

(1)  The Adviser and Subadviser have contractually agreed to waive fees and reimburse expenses until at least August 1, 2012 in order to keep Total Annual Fund Operating Expenses (excluding, as applicable, 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 RidgeWorth Funds and the Adviser, or it may be terminated upon written notice to the Adviser by RidgeWorth Funds.

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	$	553	$	733	$	929	$	1,495
I Shares	$	66	$	221	$	390	$	881

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 122% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in investment grade municipal securities, including securities subject to the U.S. federal alternative minimum tax, with income exempt from regular U.S. 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 (“StableRiver” or the “Subadviser”), believes are of comparable quality. The Fund may also invest a portion of its net assets in certain taxable debt securities.

In selecting investments for purchase and sale, the Subadviser tries to manage risk as much as possible. Based on the Subadviser’s analysis of municipalities,

Municipal Bond Funds   45

HIGH GRADE MUNICIPAL BOND FUND

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 primarily 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, or in a pre-refunded position. These situations reduce (but do not eliminate) credit risk.

Principal Investment Risks

You may lose money if you invest in the Fund. 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.

Debt Securities Risk: Debt securities, such as bonds, involve credit risk. Credit risk is the risk that the borrower will not make timely payments of principal and interest. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on the issuer’s financial condition and on the terms of the securities. Debt securities are also subject to interest rate risk, which is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter term securities.

Municipal Securities Risk: Municipal securities can be significantly affected by litigation, political or economic events, as well as uncertainties in the municipal market related to taxation, legislative changes or the rights of municipal security holders. Municipal securities backed by current or anticipated revenues from specific projects or assets can be negatively affected by the inability of the issuer to collect revenues for the projects or from the assets.

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 (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
7.78%	-4.89%
(9/30/09)	(12/31/10)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 3.93%.

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

	1 Year		5 Years		10 Years
A Shares Returns Before Taxes		3.19%		3.70%		4.02%
I Shares Returns Before Taxes		3.35%		3.84%		4.20%
I Shares Returns After Taxes on Distributions		1.94%		2.52%		2.81%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		2.19%		2.51%		2.79%
Barclays Capital U.S. Municipal Bond Index (reflects no deduction for fees, expenses or taxes)		2.38%		4.09%		4.83%

After-tax returns are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on

46  Municipal Bond Funds

HIGH GRADE MUNICIPAL BOND FUND

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 (“IRAs”). After-tax returns are shown for only the I Shares. After-tax returns for other share classes will vary.

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser (the “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 in January 1994.

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 amounts for each share class are shown below, although these minimums may be reduced or waived in some cases.

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

Subsequent investments in A Shares must be made in amounts of at least $1,000. The Fund may accept investments of smaller amounts at its discretion. There are no minimums for subsequent investments in I 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 IRA.

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 website for more information.

Municipal Bond Funds   47

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 90 of the Fund’s prospectus and Rights of Accumulation on page 91 of the Fund’s statement of additional information.

Shareholder Fees
(fees paid directly from your investment)

	A Shares		I Shares
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)

	A Shares		I Shares
Management Fees		0.48%		0.48%
Distribution (12b-1) Fees		0.30%		None
Other Expenses		0.07%		0.09%
Acquired Fund Fees and Expenses(1)		0.02%		0.02%
Total Annual Fund Operating Expenses		0.87%		0.59%

(1)  “Acquired Fund Fees and Expenses” reflect the Fund’s pro rata share of the fees and expenses incurred by investing in other investment companies. The impact of Acquired Fund Fees and Expenses is included in the total returns of the Fund. Acquired Fund Fees and Expenses are not used to calculate the Fund’s NAV and are not included in the calculation of the ratio of expenses to average net assets shown in the Financial Highlights section of the Fund’s prospectus.

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	$	560	$	740	$	935	$	1,501
I Shares	$	60	$	189	$	330	$	741

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 159% of the average value of its portfolio.

Principal Investment Strategies

The Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in investment grade tax-exempt obligations, such as municipal securities. The issuers of these securities may be located in any U.S. state, territory or possession. The Fund may invest up to 20% of its assets in securities subject to the U.S. federal alternative minimum tax. The Fund may also invest a portion of its net assets in certain taxable debt securities.

In selecting investments for purchase and sale, the Fund’s Subadviser, StableRiver Capital Management LLC (“StableRiver” or the “Subadviser”), tries to manage 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

48  Municipal Bond Funds

INVESTMENT GRADE TAX-EXEMPT BOND FUND

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.

Principal Investment Risks

You may lose money if you invest in the Fund. 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.

Debt Securities Risk: Debt securities, such as bonds, involve credit risk. Credit risk is the risk that the borrower will not make timely payments of principal and interest. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on the issuer’s financial condition and on the terms of the securities. Debt securities are also subject to interest rate risk, which is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter term securities.

Municipal Securities Risk: Municipal securities can be significantly affected by litigation, political or economic events, as well as uncertainties in the municipal market related to taxation, legislative changes or the rights of municipal security holders. Municipal securities backed by current or anticipated revenues from specific projects or assets can be negatively affected by the inability of the issuer to collect revenues for the projects or from the assets.

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 (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
6.32%	-3.51%
(9/30/09)	(12/31/10)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 3.62%.

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

	1 Year		5 Years		10 Years
A Shares Returns Before Taxes		2.68%		4.35%		4.54%
I Shares Returns Before Taxes		2.97%		4.66%		4.91%
I Shares Returns After Taxes on Distributions		1.23%		4.11%		4.28%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		2.02%		4.06%		4.25%
Barclays Capital U.S. Municipal Bond 1-15 Year Blend Index (reflects no deduction for fees, expenses or taxes)		2.97%		4.55%		4.78%

After-tax returns are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on

Municipal Bond Funds   49

INVESTMENT GRADE TAX-EXEMPT BOND FUND

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 (“IRAs”). After-tax returns are shown for only the I Shares. After-tax returns for other share classes will vary.

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser (the “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 in June 1992.

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 amounts for each share class are shown below, although these minimums may be reduced or waived in some cases.

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

Subsequent investments in A Shares must be made in amounts of at least $1,000. The Fund may accept investments of smaller amounts at its discretion. There are no minimums for subsequent investments in I Shares.

Tax Information

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 website for more information.

50  Municipal Bond Funds

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 90 of the Fund’s prospectus and Rights of Accumulation on page 91 of the Fund’s statement of additional information.

Shareholder Fees
(fees paid directly from your investment)

	A Shares		I Shares
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)

	A Shares		I Shares
Management Fees		0.55%		0.55%
Distribution (12b-1) Fees		0.15%		None
Other Expenses		0.13%		0.13%
Acquired Fund Fees and Expenses(1)		0.01%		0.01%
Total Annual Fund Operating Expenses		0.84%		0.69%
Fee Waivers and/or Expense Reimbursements(2)		(0.03)%		(0.03)%
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements		0.81%		0.66%

(1)

“Acquired Fund Fees and Expenses” reflect the Fund’s pro rata share of the fees and expenses incurred by investing in other investment companies. The impact of Acquired Fund Fees and Expenses is included in the total returns of the Fund. Acquired Fund Fees and Expenses are not used to calculate the Fund’s NAV and are not included in the calculation of the ratio of expenses to average net assets shown in the Financial Highlights section of the Fund’s prospectus.

(2)

The Adviser and the Adviser have contractually agreed to waive fees and reimburse expenses until at least August 1, 2012 in order to keep Total Annual Fund Operating Expenses (excluding, as applicable, 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 RidgeWorth Funds and the Adviser, or it may be terminated upon written notice to the Adviser by RidgeWorth Funds.

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	$	554	$	728	$	917	$	1,465
I Shares	$	67	$	218	$	382	$	860

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 33% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in municipal securities, including securities subject to the U.S. federal alternative minimum tax, with income exempt from regular U.S. federal income tax and Maryland state 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 a

Municipal Bond Funds   51

MARYLAND MUNICIPAL BOND FUND

portion of its net assets in certain taxable debt securities.

In selecting investments for purchase and sale, the Fund’s Subadviser, StableRiver Capital Management LLC (“StableRiver” or the “Subadviser”), tries to manage 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.

Principal Investment Risks

You may lose money if you invest in the Fund. 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.

Debt Securities Risk: Debt securities, such as bonds, involve credit risk. Credit risk is the risk that the borrower will not make timely payments of principal and interest. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on the issuer’s financial condition and on the terms of the securities. Debt securities are also subject to interest rate risk, which is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter term securities.

Concentration Risk: The Fund’s concentration of investments in securities of issuers located in State of Maryland may subject the Fund to economic and government policies within the State.

Municipal Securities Risk: Municipal securities can be significantly affected by litigation, political or economic events, as well as uncertainties in the municipal market related to taxation, legislative changes or the rights of municipal security holders. Municipal securities backed by current or anticipated revenues from specific projects or assets can be negatively affected by the inability of the issuer to collect revenues for the projects or from the assets.

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 (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
6.09%	-4.71%
(9/30/09)	(12/31/10)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 3.90%.

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

	1 Year		5 Years		10 Years
A Shares Returns Before Taxes		0.84%		3.80%		4.25%
I Shares Returns Before Taxes		0.99%		3.85%		4.27%
I Shares Returns After Taxes on Distributions		-0.24%		2.51%		2.86%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		0.72%		2.51%		2.85%
Barclays Capital U.S. Municipal Bond Index (reflects no deduction for fees, expenses or taxes)		2.38%		4.09%		4.83%

After-tax returns are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on

52  Municipal Bond Funds

MARYLAND MUNICIPAL BOND FUND

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 (“IRAs”). After-tax returns are shown for only the I Shares. After-tax returns for other share classes will vary.

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser (the “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 amounts for each share class are shown below, although these minimums may be reduced or waived in some cases.

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

Subsequent investments in A Shares must be made in amounts of at least $1,000. The Fund may accept investments of smaller amounts at its discretion. There are no minimums for subsequent investments in I Shares.

Tax Information

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 website for more information.

53  Municipal Bond Funds

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 90 of the Fund’s prospectus and Rights of Accumulation on page 91 of the Fund’s statement of additional information.

Shareholder Fees
(fees paid directly from your investment)

	A Shares		I Shares
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)

	A Shares		I Shares
Management Fees		0.55%		0.55%
Distribution (12b-1) Fees		0.15%		None
Other Expenses		0.09%		0.09%
Total Annual Fund Operating Expenses		0.79%		0.64%

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	$	552	$	716	$	894	$	1,411
I Shares	$	65	$	205	$	358	$	802

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 49% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in municipal securities with income exempt from U.S. federal and North Carolina state income taxes. Issuers of these securities can be located in North Carolina, Puerto Rico and other U.S. territories and possessions. The Fund may invest up to 20% of its assets in securities subject to the U.S. federal alternative minimum tax. The Fund may also invest a portion of its net assets in certain taxable debt securities.

In selecting investments for purchase and sale, the Fund’s Subadviser, StableRiver Capital Management LLC (“StableRiver” or the “Subadviser”), tries to manage 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. There are no limits on the Fund’s average weighted maturity or on the remaining maturities of individual securities. The Subadviser tries to diversify the Fund’s holdings within the State of 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

Municipal Bond Funds   54

NORTH CAROLINA TAX-EXEMPT BOND FUND

below investment grade and the Subadviser deems retention of the security to be in the best interests of the Fund.

Principal Investment Risks

You may lose money if you invest in the Fund. 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.

Debt Securities Risk: Debt securities, such as bonds, involve credit risk. Credit risk is the risk that the borrower will not make timely payments of principal and interest. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on the issuer’s financial condition and on the terms of the securities. Debt securities are also subject to interest rate risk, which is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter term securities.

Concentration Risk: The Fund’s concentration of investments in securities of issuers located in the State of North Carolina may subject the Fund to economic and government policies of the State.

Municipal Securities Risk: Municipal securities can be significantly affected by litigation, political or economic events, as well as uncertainties in the municipal market related to taxation, legislative changes or the rights of municipal security holders. Municipal securities backed by current or anticipated revenues from specific projects or assets can be negatively affected by the inability of the issuer to collect revenues for the projects or from the assets.

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.

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 (before and after taxes) 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. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
6.54%	-5.20%
(9/30/09)	(12/31/10)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 4.23%.

55  Municipal Bond Funds

NORTH CAROLINA TAX-EXEMPT BOND FUND

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

					Since
	1 Year		5 Years		Inception*
A Shares Returns Before Taxes		-0.04%		3.09%		3.09%
I Shares Returns Before Taxes		0.11%		3.22%		3.13%
I Shares Returns After Taxes on Distributions		-1.16%		2.96%		2.76%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		0.09%		3.03%		2.81%
Barclays Capital U.S. Municipal Bond Index (reflects no deduction for fees, expenses or taxes)		2.38%		4.09%		4.02%

*  Since inception of the predecessor fund on January 8, 2004.

After-tax returns are calculated using the historical highest individual U.S. 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 (“IRAs”). After-tax returns are shown for only the I Shares. After-tax returns for other share classes will vary.

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser (the “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 amounts for each share class are shown below, although these minimums may be reduced or waived in some cases.

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

Subsequent investments in A Shares must be made in amounts of at least $1,000. The Fund may accept investments of smaller amounts at its discretion. There are no minimums for subsequent investments in I Shares.

Tax Information

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 website for more information.

56  Municipal Bond Funds

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 90 of the Fund’s prospectus and Rights of Accumulation on page 91 of the Fund’s statement of additional information.

Shareholder Fees
(fees paid directly from your investment)

	A Shares		I Shares
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)

	A Shares		I Shares
Management Fees		0.55%		0.55%
Distribution (12b-1) Fees		0.15%		None
Other Expenses		0.07%		0.07%
Acquired Fund Fees and Expenses(1)		0.01%		0.01%
Total Annual Fund Operating Expenses		0.78%		0.63%

(1)  “Acquired Fund Fees and Expenses” reflect the Fund’s pro rata share of the fees and expenses incurred by investing in other investment companies. The impact of Acquired Fund Fees and Expenses is included in the total returns of the Fund. Acquired Fund Fees and Expenses are not used to calculate the Fund’s NAV and are not included in the calculation of the ratio of expenses to average net assets shown in the Financial Highlights section of the Fund’s prospectus.

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	$	551	$	713	$	889	$	1,399
I Shares	$	64	$	202	$	352	$	790

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 17% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in municipal securities, including securities subject to the U.S. federal alternative minimum tax, with income exempt from regular U.S. federal income tax and Virginia state 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 a portion of its net assets in certain taxable debt securities.

In selecting investments for purchase and sale, the Fund’s Subadviser, StableRiver Capital Management LLC (“StableRiver” or the “Subadviser”), tries to manage 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

Municipal Bond Funds   57

VIRGINIA INTERMEDIATE MUNICIPAL BOND FUND

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.

Principal Investment Risks

You may lose money if you invest in the Fund. 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.

Debt Securities Risk: Debt securities, such as bonds, involve credit risk. Credit risk is the risk that the borrower will not make timely payments of principal and interest. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on the issuer’s financial condition and on the terms of the securities. Debt securities are also subject to interest rate risk, which is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter term securities.

Concentration Risk: The Fund’s concentration of investments in securities of issuers located in the State of Virginia may subject the Fund to economic and government policies of the State.

Municipal Securities Risk: Municipal securities can be significantly affected by litigation, political or economic events, as well as uncertainties in the municipal market related to taxation, legislative changes or the rights of municipal security holders. Municipal securities backed by current or anticipated revenues from specific projects or assets can be negatively affected by the inability of the issuer to collect revenues for the projects or from the assets.

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 (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
4.47%	-3.37%
(9/30/09)	(12/31/10)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 3.83%.

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

	1 Year		5 Years		10 Years
A Shares Returns Before Taxes		1.74%		3.86%		4.00%
I Shares Returns Before Taxes		1.80%		4.02%		4.11%
I Shares Returns After Taxes on Distributions		0.53%		2.71%		2.74%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		1.29%		2.68%		2.73%
Barclays Capital U.S. Municipal Bond 1-15 Year Blend Index (reflects no deduction for fees, expenses or taxes)		2.97%		4.55%		4.78%

After-tax returns are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on

58  Municipal Bond Funds

VIRGINIA INTERMEDIATE MUNICIPAL BOND FUND

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 (“IRAs”). After-tax returns are shown for only the I Shares. After-tax returns for other share classes will vary.

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser (the “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 amounts for each share class are shown below, although these minimums may be reduced or waived in some cases.

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

Subsequent investments in A Shares must be made in amounts of at least $1,000. The Fund may accept investments of smaller amounts at its discretion. There are no minimums for subsequent investments in I Shares.

Tax Information

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 website for more information.

Short Duration Funds   59

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 90 of the Fund’s prospectus and Rights of Accumulation on page 91 of the Fund’s statement of additional information.

Shareholder Fees
(fees paid directly from your investment)

	A Shares		C Shares		I Shares
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)

	A Shares		C Shares		I Shares
Management Fees		0.40%		0.40%		0.40%
Distribution (12b-1) Fees		0.20%		1.00%		None
Other Expenses		0.07%		0.07%		0.08%
Total Annual Fund Operating Expenses		0.67%		1.47%		0.48%

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	$	317	$	459	$	615	$	1,067
C Shares	$	250	$	465	$	804	$	1,763
I Shares	$	49	$	154	$	269	$	607

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

	1 Year		3 Years		5 Years		10 Years
A Shares	$	317	$	459	$	615	$	1,067
C Shares	$	150	$	465	$	804	$	1,763
I Shares	$	49	$	154	$	269	$	607

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 189% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) 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 (“StableRiver” or 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

60  Short Duration Funds

SHORT-TERM BOND FUND

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-offs.

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

You may lose money if you invest in the Fund. 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.

Debt Securities Risk: Debt securities, such as bonds, involve credit risk. Credit risk is the risk that the borrower will not make timely payments of principal and interest. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on the issuer’s financial condition and on the terms of the securities. Debt securities are also subject to interest rate risk, which is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter term securities.

Mortgage-Backed and Asset-Backed Securities 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 adjustable-rate securities 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 security could underperform and affect the Fund’s net asset value.

Prepayment and Call Risk: During periods of falling interest rates, an issuer of a callable bond held by the Fund may “call” or prepay the bond before its stated maturity date. When mortgages and other obligations are prepaid and when securities are called, the Fund may have to reinvest the proceeds 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 and/or a decline in the Fund’s income.

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: In the course of pursuing its investment strategies, the Fund may invest in certain types of derivatives including swaps, foreign currency forward contracts and futures. The Fund is exposed to additional volatility and potential loss with these investments. Losses in these investments may exceed the Fund’s initial investment. Derivatives may be difficult to value, may become illiquid and may not correlate perfectly with the overall securities market.

Futures Contract Risk: 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 and interest rate 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 or decrease the Fund’s exposure to credit

Short Duration Funds   61

SHORT-TERM BOND FUND

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: Securities that are rated below investment grade (sometimes referred to as “junk bonds”), including those bonds rated lower than “BBB-” by Standard and Poor’s and Fitch, Inc. or “Baa3” by Moody’s Investors Services, Inc.), or that are unrated but judged by the Subadviser to be of comparable quality, at the time of purchase, involve greater risk of default and are more volatile than investment grade securities. Below investment grade securities may also be less liquid than higher quality securities, and may cause income and principal losses for the Fund.

U.S. Government Issuers Risk: U.S. Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics. Similar to other issuers, changes to the financial condition or credit rating of the U.S. government may cause the value of U.S. Treasury obligations to decline. Obligations of U.S. government agencies and authorities are supported by varying degrees of credit, but generally are not backed by the full faith and credit of the U.S. government. U.S. government debt securities may underperform other segments of the fixed income market or the fixed income market as a whole.

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 (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
3.86%	-2.34%
(9/30/01)	(9/30/08)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 1.31%.

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

	1 Year		5 Years		10 Years
A Shares Returns Before Taxes		3.30%		4.22%		3.52%
C Shares Returns Before Taxes		2.47%		3.38%		2.91%
I Shares Returns Before Taxes		3.51%		4.43%		3.73%
I Shares Returns After Taxes on Distributions		2.66%		3.07%		2.40%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		2.27%		2.98%		2.39%
Barclays Capital 1-3 Year Government/Credit Index (reflects no deduction for fees, expenses or taxes)		2.80%		4.53%		4.34%

After-tax returns are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state and local

62  Short Duration Funds

SHORT-TERM BOND FUND

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 (“IRAs”). After-tax returns are shown for only the I Shares. After-tax returns for other share classes will vary.

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser (the “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 Mr. Chad Stephens, Director of StableRiver. Mr. Nelson has 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 share class are shown below, although these minimums may be reduced or waived in some cases.

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

Subsequent investments in A or C Shares must be made in amounts of at least $1,000. The Fund may accept investments of smaller amounts for either class of shares at its discretion. There are no minimums for subsequent investments in I 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 IRA.

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 website for more information.

Short Duration Funds   63

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 90 of the Fund’s prospectus and Rights of Accumulation on page 91 of the Fund’s statement of additional information.

Shareholder Fees
(fees paid directly from your investment)

	A Shares		C Shares		I Shares
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)

	A Shares		C Shares		I Shares
Management Fees		0.40%		0.40%		0.40%
Distribution (12b-1) Fees		0.18%		1.00%		None
Other Expenses		0.22%		0.22%		0.22%
Total Annual Fund Operating Expenses		0.80%		1.62%		0.62%
Fee Waivers and/or Expense Reimbursements(1)		(0.07)%		(0.07)%		(0.07)%
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements		0.73%		1.55%		0.55%

(1)  The Adviser and Subadviser have contractually agreed to waive fees and reimburse expenses until at least August 1, 2012 in order to keep Total Annual Fund Operating Expenses (excluding, as applicable, 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	$	323	$	493	$	677	$	1,213
C Shares	$	258	$	505	$	876	$	1,922
I Shares	$	56	$	192	$	340	$	771

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

	1 Year		3 Years		5 Years		10 Years
A Shares	$	323	$	493	$	677	$	1,213
C Shares	$	158	$	505	$	876	$	1,922
I Shares	$	56	$	192	$	340	$	771

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 36% 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.

64  Short Duration Funds

SHORT-TERM U.S. TREASURY SECURITIES FUND

The Fund’s Subadviser, StableRiver Capital Management LLC (“StableRiver” or 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

You may lose money if you invest in the Fund. 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.

Debt Securities Risk: Debt securities, such as bonds, involve credit risk. Credit risk is the risk that the borrower will not make timely payments of principal and interest. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on the issuer’s financial condition and on the terms of the securities. Debt securities are also subject to interest rate risk, which is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter term securities.

Short-term U.S. Treasury 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.

Derivatives Risk: In the course of pursuing its investment strategies, the Fund may invest in certain types of derivatives including swaps, foreign currency forward contracts and futures. The Fund is exposed to additional volatility and potential loss with these investments. Losses in these investments may exceed the Fund’s initial investment. Derivatives may be difficult to value, may become illiquid and may not correlate perfectly with the overall securities market.

Futures Contract Risk: 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 and interest rate 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 or decrease 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.

U.S. Government Issuers Risk: U.S. Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics. Similar to other issuers, changes to the financial condition or credit rating of the U.S. government may cause the value of its Treasury obligations to decline. Obligations of U.S. government agencies and authorities are supported by varying degrees of credit, but generally are not backed by the full faith and credit of the U.S. government. U.S. government debt securities may underperform other segments of the fixed income market or the fixed income market as a whole.

Short Duration Funds   65

SHORT-TERM U.S. TREASURY SECURITIES 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 (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
3.02%	-0.94%
(3/31/08)	(6/30/04)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 0.60%.

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

	1 Year		5 Years		10 Years
A Shares Returns Before Taxes		1.74%		3.62%		3.11%
C Shares Returns Before Taxes		0.91%		2.79%		2.56%
I Shares Returns Before Taxes		1.92%		3.81%		3.30%
I Shares Returns After Taxes on Distributions		1.02%		2.69%		2.19%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		1.36%		2.61%		2.18%
Barclays Capital 1-3 Year U.S. Treasury Index (reflects no deduction for fees, expenses or taxes)		2.40%		4.19%		3.95%

After-tax returns are calculated using the historical highest individual U.S. 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 (“IRAs”). After-tax returns are shown for only the I Shares. After-tax returns for other share classes will vary.

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser (the “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 Mr. Chad Stephens, Managing Director of StableRiver. Mr. Nelson and Mr. Stephens have co-managed 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 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 share class are shown below, although these minimums may be reduced or waived in some cases.

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

Subsequent investments in A or C Shares must be made in amounts of at least $1,000. The Fund may accept investments of smaller amounts for either class of shares at its discretion. There are no minimums for subsequent investments in I Shares.

66  Short Duration Funds

SHORT-TERM U.S. TREASURY SECURITIES FUND

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 IRA.

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 website for more information.

Short Duration Funds   67

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 90 of the Fund’s prospectus and Rights of Accumulations on page 91 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)

	I Shares
Management Fees		0.22%
Other Expenses		0.10%
Total Annual Fund Operating Expenses		0.32%

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	$	33	$	103	$	180	$	408

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 229% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) 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 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 (“StableRiver” or 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

68  Short Duration Funds

ULTRA-SHORT BOND FUND

a strategy designed to reduce exposure to other risks, such as interest rate risk.

Principal Investment Risks

You may lose money if you invest in the Fund. 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.

Debt Securities Risk: Debt securities, such as bonds, involve credit risk. Credit risk is the risk that the borrower will not make timely payments of principal and interest. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on the issuer’s financial condition and on the terms of the securities. Debt securities are also subject to interest rate risk, which is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter term securities.

Mortgage-Backed and Asset-Backed Securities 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 adjustable-rate securities 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 security could underperform and affect the Fund’s net asset value.

Prepayment and Call Risk: During periods of falling interest rates, an issuer of a callable bond held by the Fund may “call” or prepay the bond before its stated maturity date. When mortgages and other obligations are prepaid and when securities are called, the Fund may have to reinvest the proceeds 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 and/or a decline in the Fund’s income.

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: In the course of pursuing its investment strategies, the Fund may invest in certain types of derivatives including swaps, foreign currency forward contracts and futures. The Fund is exposed to additional volatility and potential loss with these investments. Losses in these investments may exceed the Fund’s initial investment. Derivatives may be difficult to value, may become illiquid and may not correlate perfectly with the overall securities market.

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 and interest rate 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 or decrease 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.

U.S. Government Issuers Risk: U.S. Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics. Similar to other issuers, changes to

Short Duration Funds   69

ULTRA-SHORT BOND FUND

the financial condition or credit rating of the U.S. government may cause the value of U.S. Treasury obligations to decline. Obligations of U.S. government agencies and authorities are supported by varying degrees of credit, but generally are not backed by the full faith and credit of the U.S. government. U.S. government debt securities may underperform other segments of the fixed income market or the fixed income market as a whole.

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 (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
3.10%	-1.75%
(6/30/09)	(9/30/08)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 0.71%.

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

					Since
	1 Year		5 Years		Inception*
I Shares Returns Before Taxes		2.36%		3.63%		3.00%
I Shares Returns After Taxes on Distributions		1.74%		2.31%		1.91%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		1.53%		2.32%		1.92%
Barclays Capital 3-6 Month U.S. Treasury Bill Index (reflects no deductions for fees, expenses or taxes)		0.24%		2.71%		2.34%

*  Since inception of the I Shares on April 15, 2002. Benchmark return since April 30, 2002.

After-tax returns are calculated using the historical highest individual U.S. 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 (“IRAs”).

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser (the “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 Mr. Chad Stephens, Managing Director of StableRiver. Mr. Nelson has 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

70  Short Duration Funds

ULTRA-SHORT BOND FUND

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 IRA.

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 website for more information.

Short Duration Funds   71

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 90 of the Fund’s prospectus and Rights of Accumulations on page 91 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)

	I Shares
Management Fees		0.19%
Other Expenses		0.14%
Total Annual Fund Operating Expenses		0.33%

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	$	34	$	106	$	186	$	420

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 229% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) 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 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 (“StableRiver” or 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

You may lose money if you invest in the Fund. 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.

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U.S. GOVERNMENT SECURITIES ULTRA-SHORT BOND FUND

Debt Securities Risk: Debt securities, such as bonds, involve credit risk. Credit risk is the risk that the borrower will not make timely payments of principal and interest. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on the issuer’s financial condition and on the terms of the securities. Debt securities are also subject to interest rate risk, which is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter term securities.

Mortgage-Backed and Asset-Backed Securities 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 adjustable-rate securities 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 security could underperform and affect the Fund’s net asset value.

Prepayment and Call Risk: During periods of falling interest rates, an issuer of a callable bond held by the Fund may “call” or prepay the bond before its stated maturity date. When mortgages and other obligations are prepaid and when securities are called, the Fund may have to reinvest the proceeds 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 and/or a decline in the Fund’s income.

Derivatives Risk: In the course of pursuing its investment strategies, the Fund may invest in certain types of derivatives including swaps, foreign currency forward contracts and futures. The Fund is exposed to additional volatility and potential loss with these investments. Losses in these investments may exceed the Fund’s initial investment. Derivatives may be difficult to value, may become illiquid and may not correlate perfectly with the overall securities market.

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 and interest rate 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 or decrease 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.

U.S. Government Issuers Risk: U.S. Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics. Similar to other issuers, changes to the financial condition or credit rating of the U.S. government may cause the value of U.S. Treasury obligations to decline. Obligations of U.S. government agencies and authorities are supported by varying degrees of credit, but generally are not backed by the full faith and credit of the U.S. government. U.S. government debt securities may underperform other segments of the fixed income market or the fixed income market as a whole.

Short Duration Funds   73

U.S. GOVERNMENT SECURITIES ULTRA-SHORT BOND 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 (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
2.14%	-0.03%
(3/31/09)	(6/30/04)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 0.86%.

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

					Since
	1 Year		5 Years		Inception*
I Shares Returns Before Taxes		1.76%		4.19%		3.29%
I Shares Returns After Taxes on Distributions		1.11%		2.85%		2.17%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		1.14%		2.79%		2.15%
Barclays Capital 3-6 Month U.S. Treasury Bill Index (reflects no deductions for fees, expenses or taxes)		0.24%		2.71%		2.30%

*  Since inception of the I Shares on April 11, 2002. Benchmark return since March 31, 2002.

After-tax returns are calculated using the historical highest individual U.S. 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 (“IRAs”).

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser (the “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 Mr. Chad Stephens, Managing Director of StableRiver. Mr. Nelson has 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 IRA.

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 website for more information.

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More Information About Risk

Below Investment Grade Risk

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

Maryland Municipal Bond Fund

North Carolina Tax-Exempt Bond Fund

Seix Floating Rate High Income 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 may be subject to greater levels of credit or default risk than higher-rated securities. The value of high yield securities can be adversely affected by overall economic conditions, such as an economic downturn or a period of rising interest rates, and high yield securities may be less liquid and more difficult to sell at an advantageous time or price or to value than higher-rated securities.

In particular, high yield securities are often issued by smaller, less creditworthy or highly leveraged (indebted) issuers, which are generally less able than more financially stable issuers to make scheduled payments of interest and principal.

Derivatives Risk

All 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. Because leveraging is inherent in derivatives, the use of derivatives also involves the risk of leveraging. Risks involved with hedging and leveraging activities include:

•  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.

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 cover fully its future obligations. By setting aside assets equal only to its net obligations rather than the full notional amount 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.

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Emerging Markets Risk

High Income Fund

Intermediate Bond Fund

Investment Grade Bond Fund

Seix Floating Rate High Income 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 Securities Risk

High Income Fund

Seix Floating Rate High Income Fund

Seix High Yield Fund

Equity securities include public and privately issued equity securities, common and preferred stocks, warrants, rights to subscribe to common stock and convertible securities. 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 Funds

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 bearing expenses directly 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.

Debt Securities Risk

All Funds

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.

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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

High Income Fund

Intermediate Bond Fund

Investment Grade Bond Fund

Seix Floating Rate High Income 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 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, because of 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 collateralized fully 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.

Seix Investment Advisors LLC (“Seix”) currently serves as collateral manager to six collateralized loan obligation (“CLO”) funds that invest in bank loans. The trustees and custodians of the CLO funds are not affiliated entities of the Adviser or Seix. 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 Seix serves as subadviser to an unaffiliated registered fund and 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 Seix. The custodians and administrators for the two unregistered funds are not affiliated entities of the Adviser or Seix. 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 Seix. 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.

Seix 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 always participate in the same or similar investments or receive equal or better individual investment allocations at any given time.

Floating Rate Note Risk

Limited Duration Fund

Securities with floating or variable interest rates can be less sensitive to interest rate changes than securities with fixed interest rates, but may decline in value if their interest rates do not rise as much, or as quickly, as interest rates in general. Conversely, floating rate securities will not generally increase in value if interest rates decline. The impact of interest rate changes on floating rate investments is typically

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mitigated by the periodic interest rate reset of the investments. Securities with longer durations tend to be more sensitive to interest rate changes, usually making them more volatile than securities with shorter durations. Benchmark interest rates, such as LIBOR, may not accurately track market interest rates.

Foreign Securities Risk

Corporate Bond Fund
High Income Fund
Intermediate Bond Fund
Investment Grade Bond Fund
Limited Duration Fund
Seix Floating Rate High Income 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

Corporate Bond Fund

High Income Fund

Intermediate Bond Fund

Investment Grade Bond Fund

Limited Duration Fund

Seix Floating Rate High Income 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.

Mortgage-Backed and Asset-Backed Securities Risk

High Income Fund

Intermediate Bond Fund

Investment Grade Bond Fund

Limited Duration Fund

Limited-Term Federal Mortgage Securities Fund

Seix High Yield Fund

Short-Term Bond Fund

Total Return Bond 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 cash-flow 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

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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.

Municipal Securities Risk

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

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.

Geographic Risk

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

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.

Restricted Securities Risk

Corporate 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

Maryland Municipal Bond Fund

Seix Floating Rate High Income Fund

Seix High Yield Fund

Short-Term Bond Fund

Total Return Bond Fund

Ultra-Short Bond Fund

Virginia Intermediate Municipal Bond Fund

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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

A Fund may lend securities to approved borrowers, such as broker-dealers, to earn additional income. Securities lending 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 recall the security timely, 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 and it, therefore, may give up voting rights. 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. The Fund will, however, be entitled to receive income with respect to the collateral received in connection with the Fund’s securities lending activities and invested by the Fund.

Small- and Mid-Capitalization Companies Risk

High Income Fund

Intermediate Bond Fund

Investment Grade Bond Fund

Seix Floating Rate High Income Fund

Seix High Yield Fund

Total Return Bond Fund

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, particularly 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 proportion of their earnings in their business and may not pay dividends or make interest payments for some time, particularly if they are newer companies.

U.S. Government Issuers Risk

All Funds (except High Grade Municipal Bond Fund, Maryland Municipal Bond Fund and Virginia Intermediate Municipal Bond Fund)

U.S. Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics. Similar to other issuers, changes to the financial condition or credit rating of the U.S. government may cause the value of its Treasury obligations to decline. Obligations of U.S. government agencies and authorities are supported by varying degrees of credit, but generally are not backed by the full faith and credit of the U.S. government. U.S. government debt securities may underperform other segments of the fixed income market or the fixed income market as a whole.

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 or Subadviser 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 Subadviser’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 Subadviser 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

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movements, 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 and 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 and Virginia Intermediate Municipal Bond 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 U.S. Corporate Index covers U.S. dollar-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 U.S. dollar-denominated U.S. Treasuries, government-related (the U.S. 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 fixed-rate and non-convertible securities.

Barclays Capital U.S. Municipal Bond Index covers the U.S. dollar-denominated long-term tax-exempt bond market. The index has four main sectors: state and local general obligation bonds, revenue bonds, insured bonds, and pre-refunded bonds.

Barclays Capital U.S. Municipal Bond 1-15 Year Blend Index is composed of tax-exempt bonds with maturities ranging between 1-15 years.

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 U.S. Treasury, government-related, corporate, mortgage-backed securities (agency fixed-rate and hybrid adjustable-rate mortgage (“ARM”) pass-throughs), asset-backed securities and commercial mortgage-backed securities sectors.

Barclays Capital U.S. Corporate High Yield Bond 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 rating 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 Bond Index is the non-securitized component of the Barclays Capital U.S. Aggregate Index and includes U.S. Treasuries (i.e., public obligations of the U.S. Treasury that have remaining maturities of more than one year), government-authority issues (i.e., agency, sovereign, supranational, and local authority debt), and U.S. dollar-denominated corporates.

Barclays Capital U.S. Government Index is composed of the Barclays Capital U.S. Treasury and U.S. Agency indices. The U.S. Government Index includes U.S. 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 Bond Index and the U.S. Aggregate Bond 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 Index is the 1-3 year component of the U.S. Government/Credit index and includes securities in the U.S. Government and Credit indices. The Government Index includes U.S. Treasuries (i.e., public obligations of the U.S. Treasury that have remaining maturities of more than one year) and U.S. agencies (i.e., publicly issued debt of U.S. Government agencies, quasi-federal corporations, and corporate or foreign debt

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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 Barclays Capital 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 U.S. Treasury Bill Index is the 3-6 Months component of the Barclays Capital U.S. Treasury Bills Index. It includes U.S. Treasury bills with a remaining maturity from 1 up to (but not including) 12 months. It excludes zero coupon strips.

Credit Suisse Institutional Leveraged Loan Index is a sub-index of the Credit Suisse 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. The Index reflects reinvestment of all distributions and changes and market prices.

Bank of America Merrill Lynch BB-B U.S. High Yield Constrained Index tracks the performance of BB1 through B3 rated U.S. dollar-denominated corporate bonds publicly issued in the U.S. domestic market.

Bank of America Merrill Lynch 3 Month U.S. Treasury Bill Index tracks the monthly price-only and total return performance of a three-month U.S. Treasury bill, based on monthly average auction rates.

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 Funds’ 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 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. In addition, each Fund may shorten its average weighted maturity to as little as 90 days. A Fund will do so only if the Adviser or its 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.

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.

Information About Portfolio Holdings

A description of the Funds’ policies and procedures with respect to the circumstances under which the Funds disclose their respective 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 Funds. The Board supervises the Adviser and 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, located at 3333 Piedmont Road, Suite 1500, Atlanta, GA 30305 (“RidgeWorth” or the “Adviser”), serves as the investment adviser to the Funds. In addition to being an investment adviser

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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, 2011, the Adviser had approximately $47.3 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 StableRiver Capital Management LLC for purchase and sale by the Funds. The Adviser pays the Subadvisers out of the fees it receives from the Funds.

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.ridgeworth.com.

For the fiscal year ended March 31, 2011, the following Funds paid the Adviser advisory fees (after waivers) based on the respective Fund’s average daily net assets of:

Corporate Bond Fund	0.40%
Georgia Tax-Exempt Bond Fund	0.55%
High Grade Municipal Bond Fund	0.49%
High Income Fund	0.60%
Intermediate Bond Fund	0.24%
Investment Grade Bond Fund	0.50%
Investment Grade Tax-Exempt Bond Fund	0.48%
Limited Duration Fund	0.10%
Limited-Term Federal Mortgage Securities Fund	0.35%
Maryland Municipal Bond Fund	0.55%
North Carolina Tax-Exempt Bond Fund	0.55%
Seix Floating Rate High Income Fund	0.43%
Seix High Yield Fund	0.43%
Short-Term Bond Fund	0.40%
Short-Term U.S. Treasury Securities Fund	0.31%
Total Return Bond Fund	0.25%
Ultra-Short Bond Fund	0.22%
U.S. Government Securities Fund	0.50%
U.S. Government Securities Ultra-Short Bond Fund	0.19%
Virginia Intermediate Municipal Bond Fund	0.55%

The Adviser and each Subadviser have contractually agreed to waive fees and reimburse expenses until at least August 1, 2012 in order to keep total annual operating expenses of the following Funds from exceeding the applicable expense cap shown. If at any point before August 1, 2014, 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.

	Share		Expense
Fund	Class		Limitation
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%
Maryland Municipal Bond Fund		I		0.65%
		A		0.80%
Limited-Term Federal Mortgage Securities Fund		I		0.66%
		A		0.86%
		C		1.66%

The Adviser has voluntarily undertaken to reduce and/or subsidize certain expenses of the Limited-Term Federal Mortgage Securities Fund, Short-Term Bond Fund, Short-Term U.S. Treasury Securities Fund and U.S. Government Securities Fund to the extent necessary to maintain a minimum annualized yield of 0.00% for each of the Fund’s share classes. This voluntary expense reduction and/or expense subsidy may be modified or discontinued at any time without prior notice. There can be no assurance that this fee reduction will be sufficient to avoid any loss.

The following breakpoints are used in computing the advisory fee:

Average Daily Net Assets	Discount From Full Fee
First $500 million	None — Full Fee
Next $500 million	5%
Over $1 billion	10%

Based on average daily net assets as of March 31, 2011, 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:

Intermediate Bond Fund	0.25%
Investment Grade Tax-Exempt Bond Fund	0.50%
Seix Floating Rate High Income Fund	0.45%
Seix High Yield Fund	0.45%

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U.S. Government Securities Ultra-Short Bond Fund 0.20%

*  Fund expenses in the “Annual Fund Operating Expenses” tables shown earlier in this prospectus reflect the advisory breakpoints.

A discussion regarding the basis for the Board’s approval of the continuance of the investment advisory agreement with the Adviser appears in the Funds’ annual report to shareholders for the period ended March 31, 2011.

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 their respective 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 continuance of the investment subadvisory agreements appears in the Funds’ annual report to shareholders for the period ended March 31, 2011.

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.

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 institutional fixed income management division. As of June 30, 2011, Seix had approximately $26.429 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 18 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.

The following individuals are primarily responsible for the day-to-day management of the following Funds.

High Income Fund and Seix Floating Rate High Income Fund

Mr. George Goudelias currently serves as Managing Director and Senior Portfolio Manager of Seix and served as Managing Director of the Adviser from 2004-2008. Prior to joining Seix, Mr. Goudelias served as Director of High Yield Research of Seix Investment Advisors, Inc., a predecessor of Seix, from 2001 to 2004. Mr. Goudelias has managed the Seix Floating Rate High Income Fund since its inception. He has more than 25 years of investment experience.

Mr. Vincent Flanagan currently serves as Vice President and Portfolio Manager of Seix and as Senior High Yield Analyst of Seix since 2006. Prior to joining Seix, Mr. Flanagan was the Director of Research for Assurant Inc. Mr. Flanagan has co-managed the Seix Floating Rate High Income Fund since August 2011. He has more than 14 years of investment experience.

Mr. Brian Nold, M.D., currently serves as Managing Director and Senior Portfolio Manager of Seix and as Senior High Yield Analyst of Seix since 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 2006. He has more than 11 years of investment experience.

Mr. Michael Kirkpatrick has co-managed the High Income Fund since August 2011. 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 20 years of investment experience.

Seix High Yield Fund

Mr. Michael Kirkpatrick, Managing Director and Senior Portfolio Manager, has been a member of the Seix

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High Yield Fund’s management team since 2007. Mr. Kirkpatrick’s biography is set forth above.

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 2007. Mr. Nold’s biography is set forth above.

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”)

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 and Chief Executive Officer, has been a member of the Investment Grade Funds’ management team since 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 2006 to 2008, a private investor from 2003 through 2006, and the Chief Investment Officer of Westmoreland Capital Management, LLC from 2002 to 2003. Mr. Keegan has more than 28 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 2002, the Investment Grade Bond Fund since 2004, the Limited Duration Fund since 2007, the Limited-Term Federal Mortgage Securities Fund since 2007, the Total Return Bond Fund since 2002 and the U.S. Government Securities Fund since 2007. Mr. Webb has more than 16 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 2002, the Investment Grade Bond Fund since 2004, the Limited Duration Fund since inception, the Limited-Term Federal Mortgage Securities Fund since 2007, the Total Return Bond Fund since 2002 and the U.S. Government Securities Fund since 2007. He has more than 25 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 Seix 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 2007. He has co-managed the Limited-Term Federal Mortgage Securities Fund, the Total Return Bond Fund and the U.S. Government Securities Fund since 2007. Mr. Rieger has more than 24 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 Seix in 2005 as the Head of Emerging Markets. Prior to joining Seix, Mr. Antiles was a Director at Citigroup/Salomon Smith Barney since 1997. Mr. Antiles has co-managed the Intermediate Bond Fund and the Investment Grade Bond Fund since 2005, the Total Return Bond Fund since 2007, the Limited Duration Fund, the Limited-Term Federal Mortgage Securities Fund, and the U.S. Government Securities Fund since 2009. Mr. Antiles has more than 17 years investment experience.

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MANAGEMENT

Corporate Bond Fund

Mr. James F. Keegan, Chief Investment Officer and Chief Executive Officer, has been a member of the Corporate Bond Fund’s management team since 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 2006 to 2008, a private investor from 2003 to 2006, and the Chief Investment Officer of Westmoreland Capital Management, LLC from 2002 to 2003. Mr. Keegan has more than 28 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 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 16 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 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.

StableRiver Capital Management LLC (“StableRiver”) 3333 Piedmont Road, Suite 1500
Atlanta, Georgia 30305
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, 2011, StableRiver had approximately $9.019 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, 2011.

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 from 2000-2008. He has managed the Maryland Municipal Bond Fund and the Virginia Intermediate Municipal Bond Fund since 2000. Mr. Calvert has more than 35 years of investment experience.

Mr. Ronald Schwartz, CFA, currently serves as Managing Director of StableRiver and served as Managing Director of the Adviser from 2000-2008. He has managed the High Grade Municipal Bond Fund and the Investment Grade Tax-Exempt Bond Fund since each Fund’s respective inception. He has more than 30 years of investment experience.

Mr. Chris Carter, CFA, currently serves as Director of StableRiver and served as Vice President of the Adviser from 2003-2008. He has managed the Georgia Tax-Exempt Bond Fund since 2003 and the North Carolina Tax-Exempt Bond Fund since 2005. Prior to joining the Adviser, Mr. Carter served as a Portfolio Manager and Assistant Portfolio Manager of Evergreen Investment Management Company from 2002 to 2003. He has more than 19 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, 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

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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 as Vice President of the Adviser. He has co-managed the Short-Term U.S. Treasury Securities Fund since 2005, the Short-Term Bond Fund since 2003, the Ultra-Short Bond Fund, and the U.S. Government Securities Ultra-Short Bond Fund since 2004. He has more than 30 years of investment experience.

Mr. Chad Stephens currently serves as Managing Director of StableRiver and served as Vice President of the Adviser from 2000-2008. He has co-managed the Short-Term U.S. Treasury Securities Fund since 2005, the Ultra-Short Bond Fund and the U.S. Government Securities Ultra-Short Fund since 2006 and the Short-Term Bond Fund since 2008. He has more than 21 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, C Shares, R Shares and I Shares of the Funds. Investors purchasing or selling shares through a pension or 401(k) plan should also refer to their Plan documents.

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 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.

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 any of the Funds or in 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 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.

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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

Effective June 30, 2011, the Limited Duration Fund is open solely to (i) clients of Seix Investment Advisors LLC, the Fund’s Subadviser, and its affiliates, and (ii) such other investors as Ridgeworth Capital Management Inc., shall approve in its discretion. All shareholders of the Limited Duration Fund as of June 30, 2011, however, can continue to hold and purchase additional 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.

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, at 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.

When Can You Purchase Shares? — A Shares, C Shares, R Shares and I 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”). The RidgeWorth Funds reserve the right to open one or more Funds on days that the principal bond markets (as recommended by the Securities Industry and Financial Markets Association are open even if the NYSE is closed. Each 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).

If a 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

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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.

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 your 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 information about how to purchase, sell or exchange Fund shares, including your 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, C Shares, R Shares and I 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 generally values its investment portfolio at market price. 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.

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.

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.

Minimum/Maximum Purchases — A Shares, C Shares, R 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 IRAs or other tax qualified accounts)

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.

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Your subsequent investments must be made in amounts of at least $1,000. 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

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.

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 by non-U.S. citizens or entities. Investors in I 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.

Customer Identification and Verification

To help the government fight the funding of terrorism and money laundering activities, U.S. 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, and 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 U.S. 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

Investment Grade Funds

Corporate Bond Fund

Intermediate Bond Fund

Investment Grade Bond 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

	Your Sales		Your Sales
	Charge as a		Charge as a
	Percentage		Percentage of
	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

*  RidgeWorth Distributors LLC (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
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		Your Sales
	Charge as a		Charge as a
	Percentage		Percentage of
	of Offering		Your Net
If Your Investment is:	Price*		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%.

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 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 may be waived from time to time for certain broker-dealers that waive payment of compensation to them. The deferred sales charge is calculated based on the lesser 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.

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”);

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•  by employees, and members of their immediate family (spouse/domestic partner, 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;

•  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 Taxes section of 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 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 Funds’ 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. 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/domestic partner 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.ridgeworth.com.

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 (i) the NAV of the shares at the time of purchase, or (ii) 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.

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; and

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PURCHASING, SELLING AND EXCHANGING FUND SHARES

  –  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) of the Internal Revenue Code).

•  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 701/2 under any retirement plan qualified under Sections 401, 408 or 403(b) of the Internal Revenue Code or resulting from the tax free return of an excess distribution to an 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.

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.

The CDSC may also be waived from time to time for certain broker-dealers that waive payment of compensation to them.

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

Selling A Shares and C Shares

If you own your A 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)

•  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.

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PURCHASING, SELLING AND EXCHANGING FUND SHARES

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.

A Medallion Signature Guarantee^¨ — A 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, C Shares, R Shares and I Shares

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 C Shares, any applicable CDSC.

Systematic Withdrawal Plan — A 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, 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 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 10 calendar days from your date of purchase).

Redemptions In-Kind — A 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 and C Shares

If your account balance drops below the required minimum as a result of redemptions you may be

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PURCHASING, SELLING AND EXCHANGING FUND SHARES

required to sell your shares. The account balance minimums are:

Class	Dollar Amount
A Shares	$2,000
C Shares	$5,000 ($2,000 for IRAs or other tax qualified accounts)

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, 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 Funds’ SAI.

How to Exchange Your Shares — A Shares and C Shares

You may exchange your A 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 (i) a Fund or its manager(s) believes the Fund would be harmed or unable to invest effectively, or (ii) a Fund receives or anticipates orders that may dramatically affect the Fund as outlined under “Market Timing Policies and Procedures” below.

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 10 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. Therefore, 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.

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.

A Shares, C Shares and I Shares

At any time, you may exchange your A, C or I Shares of a Fund for shares of the State Street Institutional Liquid Reserves Fund — Investment Class. Further, qualifying shares of the State Street Institutional Liquid Reserves Fund — Investment Class may be exchanged for A, C or I Shares of any Fund. You should read the State Street Institutional Liquid Reserves Fund — Investment Class prospectus prior to investing in that mutual fund. You can obtain a prospectus State Street Institutional Liquid Reserves Fund — Investment Class by calling 1-888-784-3863 or visiting our website at www.ridgeworth.com. The Funds reserve the right to reject any purchase order, including exchanges from any of the Funds or the State Street Institutional Liquid Reserves Fund — Investment Class without notice and regardless of size. Qualifying exchanges between the Funds’ A and C Shares and the State Street Institutional Liquid Reserves Fund — Investment Class are eligible for exchange into the Funds’ A and/or C Shares without the imposition of the applicable front-end load and/or CDSC.

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MARKET TIMING POLICIES AND PROCEDURES

If you purchased shares though a financial institution or intermediary please contact your financial institution or intermediary regarding the availability of this exchange privilege. Please note that you must meet the minimum investment requirements of the Fund and share class in to which you are exchanging. Exchanges from one Fund to another are taxable, including exchanges between the Funds and the State Street Institutional Liquid Reserves Fund — Investment Class.

Converting Shares

You may exchange your shares for shares of a different class of the same Fund based on the NAV of each class next calculated after the Fund receives your exchange request in proper form. You must meet investor eligibility requirements applicable to the share class into which you are exchanging. If you have held your current shares for less than one year, any applicable CDSC will be assessed on your shares when you make the exchange. You may request an exchange by contacting the Funds at 1-888-784- 3863 or the financial institution or intermediary through which your shares are held. The Funds may change, suspend or terminate this exchange privilege at any time.

Telephone Transactions — A 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.

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

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 and 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; and

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DISTRIBUTION OF FUND SHARES

•  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 the Adviser reasonably believes that the trading activity would be harmful or disruptive to the Funds.

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.

Distribution of Fund Shares

Distribution of Fund Shares Generally

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 Plan — A Shares, C Shares and R Shares

The A 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.

Broker-dealers who initiate and are responsible for selling C Shares may receive an initial payment at the time of sale of 1.00% and annual 12b-1 payout effective in the 13th month of 1.00%. Through the

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DIVIDENDS AND DISTRIBUTIONS AND TAXES

distribution plan, the Funds’ 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.

			Current
	Maximum		Approved
	Fee		Fee
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%
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		0.30%		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%
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%

For C Shares, the maximum distribution fee is 1.00% of the average daily net assets of a Fund’s C Shares.

The R Shares maximum distribution and service fee 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.

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.

Dividends and Distributions

Each Fund declares dividends daily and pays these dividends monthly. Each Fund makes distributions of its net realized capital gains, if any, at least annually. If you own Fund shares on a Fund’s record date, you will be entitled to receive the distribution.

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.

401(k) Plan participants will receive dividends and distributions in the form of additional Fund shares if the participant owns shares of the Funds 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 Funds on the date the dividend or distribution is allocated.

Taxes

Please consult your tax advisor regarding your specific questions about U.S. federal, state, and local income taxes. Summarized below are some important tax issues that affect the Funds and their shareholders. This summary is based on current tax

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DIVIDENDS AND DISTRIBUTIONS AND TAXES

laws, which may change. More information on taxes is in the Funds’ SAI.

Dividends and distributions will accumulate on a tax-deferred basis if you are investing through a 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 401(k) Plan withdrawals, you should consult your tax advisor or plan administrator.

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, 2012. 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 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.

Beginning in 2013, distributions from a Fund will be subject to a 3.8% U.S. federal Medicare contribution tax on “net investment income” for individuals with incomes exceeding $200,000 ($250,000 if married and filing jointly). “Net investment income” for this purpose does not include federally tax-exempt distributions (described below).

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 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 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.

More information about taxes is in the SAI.

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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 Funds’ Annual Reports to Shareholders for such periods. The 2011 Annual Report is available upon request and without charge by calling 1-888-784-3863 or on the Funds’ website at www.ridgeworth.com.

																																		Ratio of
						Net																									Ratio of			Net			Ratio of
						Realized																									Net			Investment			Expenses to
						and												Distributions						Net							Expenses			Income			Average
	Net Asset		Net			Unrealized						Dividends			Distributions			from			Total			Asset							to			to			Net Assets
	Value,		Investment			Gains						from Net			from Tax			Realized			Dividends			Value,					Net Assets		Average			Average			(Excluding			Portfolio
	Beginning		Income			(Losses) on			Total From			Investment			Return of			Capital			and			End of		Total			End of		Net			Net			Waivers and			Turnover
	of Period		(Loss)			Investments			Operations			Income			Capital			Gains			Distributions			Period		Return(a)			Period (000)		Assets(b)			Assets(b)			Reimbursements)(b)			Rate(c)
Corporate Bond Fund
I Shares
Year Ended March 31, 2011	$	9.63	$	0.45	(d)	$	0.20		$	0.65		$	(0.45	)	$	—		$	(0.24	)	$	(0.69	)	$	9.59		6.92	%	$	63,132		0.52	%		4.56	%		0.52	%		47	%
Year Ended March 31, 2010		8.53		0.46	(d)		1.09			1.55			(0.45	)		—			—			(0.45	)		9.63		18.49			157,739		0.50			4.86			0.50			75
Year Ended March 31, 2009		9.60		0.49	(d)		(0.86	)		(0.37	)		(0.70	)		—			—			(0.70	)		8.53		(4.10	)		39,881		0.73			5.29			0.74			357
Year Ended March 31, 2008		9.88		0.60	(d)		(0.27	)		0.33			(0.61	)		—			—			(0.61	)		9.60		3.43			62,581		0.69			6.16			0.71			439
Year Ended March 31, 2007		9.64		0.50	(d)		0.31			0.81			(0.40	)		(0.17	)		—			(0.57	)		9.88		8.66			86,812		0.71			5.20			0.73			397
A Shares
Year Ended March 31, 2011		9.67		0.42	(d)		0.21			0.63			(0.42	)		—			(0.24	)		(0.66	)		9.64		6.67			2,198		0.83			4.25			0.83			47
Year Ended March 31, 2010		8.57		0.43	(d)		1.10			1.53			(0.43	)		—			—			(0.43	)		9.67		18.05			4,524		0.80			4.52			0.80			75
Year Ended March 31, 2009		9.64		0.45	(d)		(0.85	)		(0.40	)		(0.67	)		—			—			(0.67	)		8.57		(4.37	)		2,181		1.03			4.96			1.03			357
Year Ended March 31, 2008		9.92		0.57	(d)		(0.27	)		0.30			(0.58	)		—			—			(0.58	)		9.64		3.10			1,226		0.99			5.84			1.00			439
Year Ended March 31, 2007		9.68		0.49	(d)		0.30			0.79			(0.39	)		(0.16	)		—			(0.55	)		9.92		8.31			1,144		1.01			5.10			1.03			397
C Shares
Year Ended March 31, 2011		9.63		0.36	(d)		0.20			0.56			(0.36	)		—			(0.24	)		(0.60	)		9.59		5.87			16,193		1.50			3.64			1.50			47
Year Ended March 31, 2010		8.53		0.36			1.10			1.46			(0.36	)		—			—			(0.36	)		9.63		17.32			18,885		1.50			3.89			1.50			75
Year Ended March 31, 2009		9.61		0.40	(d)		(0.87	)		(0.47	)		(0.61	)		—			—			(0.61	)		8.53		(5.16	)		18,171		1.73			4.32			1.74			357
Year Ended March 31, 2008		9.88		0.50	(d)		(0.26	)		0.24			(0.51	)		—			—			(0.51	)		9.61		2.50			24,777		1.70			5.17			1.71			439
Year Ended March 31, 2007		9.65		0.43	(d)		0.28			0.71			(0.34	)		(0.14	)		—			(0.48	)		9.88		7.48			32,864		1.71			4.43			1.73			397
Georgia Tax-Exempt Bond Fund
I Shares
Year Ended March 31, 2011		10.23		0.39	(d)		(0.50	)		(0.11	)		(0.39	)		—			—			(0.39	)		9.73		(1.19	)		159,996		0.61			3.81			0.61			44
Year Ended March 31, 2010		9.81		0.39			0.42			0.81			(0.39	)		—			—			(0.39	)		10.23		8.32			205,856		0.60			3.80			0.60			45
Year Ended March 31, 2009		9.95		0.37			(0.14	)		0.23			(0.37	)		—			—			(0.37	)		9.81		2.43			163,761		0.67			3.82			0.68			63
Year Ended March 31, 2008		10.25		0.39			(0.33	)		0.06			(0.36	)		—			—			(0.36	)		9.95		0.60			169,453		0.59			3.83			0.60			30
Year Ended March 31, 2007		10.16		0.37			0.13			0.50			(0.40	)		—			(0.01	)		(0.41	)		10.25		4.95			142,485		0.60			3.71			0.60			61
A Shares
Year Ended March 31, 2011		10.24		0.37	(d)		(0.49	)		(0.12	)		(0.37	)		—			—			(0.37	)		9.75		(1.24	)		5,557		0.76			3.64			0.76			44
Year Ended March 31, 2010		9.83		0.36			0.42			0.78			(0.37	)		—			—			(0.37	)		10.24		8.03			10,184		0.75			3.56			0.75			45
Year Ended March 31, 2009		9.97		0.37			(0.15	)		0.22			(0.36	)		—			—			(0.36	)		9.83		2.27			2,747		0.82			3.66			0.83			63
Year Ended March 31, 2008		10.26		0.38			(0.32	)		0.06			(0.35	)		—			—			(0.35	)		9.97		0.54			4,164		0.74			3.63			0.75			30
Year Ended March 31, 2007		10.18		0.35			0.12			0.47			(0.38	)		—			(0.01	)		(0.39	)		10.26		4.68			3,592		0.75			3.56			0.75			61
High Grade Municipal Bond Fund
I Shares
Year Ended March 31, 2011		11.15		0.44	(d)		(0.23	)		0.21			(0.44	)		—			—			(0.44	)		10.92		1.82			47,695		0.65			3.90			0.71			122
Year Ended March 31, 2010		10.49		0.42			0.66			1.08			(0.42	)		—			—			(0.42	)		11.15		10.43			55,203		0.64			3.83			0.66			123
Year Ended March 31, 2009		10.80		0.38			(0.31	)		0.07			(0.38	)		—			—			(0.38	)		10.49		0.72			74,586		0.62			3.57			0.62			209
Year Ended March 31, 2008		10.92		0.37			(0.09	)		0.28			(0.37	)		—			(0.03	)		(0.40	)		10.80		2.58			173,975		0.66			3.40			0.66			183
Year Ended March 31, 2007		10.82		0.37			0.12			0.49			(0.37	)		—			(0.02	)		(0.39	)		10.92		4.54			163,707		0.60			3.37			0.61			128
A Shares
Year Ended March 31, 2011		11.15		0.42	(d)		(0.23	)		0.19			(0.42	)		—			—			(0.42	)		10.92		1.66			7,914		0.80			3.72			0.87			122
Year Ended March 31, 2010		10.49		0.40			0.66			1.06			(0.40	)		—			—			(0.40	)		11.15		10.26			5,605		0.79			3.66			0.81			123
Year Ended March 31, 2009		10.80		0.37			(0.31	)		0.06			(0.37	)		—			—			(0.37	)		10.49		0.56			1,900		0.78			3.47			0.78			209
Year Ended March 31, 2008		10.93		0.35			(0.10	)		0.25			(0.35	)		—			(0.03	)		(0.38	)		10.80		2.33			2,442		0.81			3.26			0.81			183
Year Ended March 31, 2007		10.83		0.35			0.12			0.47			(0.35	)		—			(0.02	)		(0.37	)		10.93		4.38			2,844		0.75			3.23			0.76			128

See Notes to Financial Highlights.

100 

FINANCIAL HIGHLIGHTS

																																		Ratio of
						Net																									Ratio of			Net			Ratio of
						Realized																									Net			Investment			Expenses to
						and												Distributions						Net							Expenses			Income			Average
	Net Asset		Net			Unrealized						Dividends			Distributions			from			Total			Asset							to			to			Net Assets
	Value,		Investment			Gains						from Net			from Tax			Realized			Dividends			Value,					Net Assets		Average			Average			(Excluding			Portfolio
	Beginning		Income			(Losses) on			Total From			Investment			Return of			Capital			and			End of		Total			End of		Net			Net			Waivers and			Turnover
	of Period		(Loss)			Investments			Operations			Income			Capital			Gains			Distributions			Period		Return(a)			Period (000)		Assets(b)			Assets(b)			Reimbursements)(b)			Rate(c)
High Income Fund
I Shares
Year Ended March 31, 2011	$	6.77	$	0.50	(d)	$	0.54		$	1.04		$	(0.50	)	$	—		$	(0.02	)	$	(0.52	)	$	7.29		15.83	%(h)	$	394,690		0.70	%		7.10	%		0.70	%		269	%
Year Ended March 31, 2010		4.67		0.55			2.09			2.64			(0.54	)		—			—			(0.54	)		6.77		58.65			148,252		0.70			8.97			0.72			466
Year Ended March 31, 2009		6.40		0.54			(1.74	)		(1.20	)		(0.53	)		—			—			(0.53	)		4.67		(19.40	)		23,995		0.70			9.67			0.76			368
Year Ended March 31, 2008		7.36		0.57			(0.82	)		(0.25	)		(0.58	)		—			(0.13	)		(0.71	)		6.40		(3.68	)		30,587		0.70			8.23			0.71			403
Year Ended March 31, 2007		6.97		0.58			0.39			0.97			(0.58	)		—			—			(0.58	)		7.36		14.58			42,809		0.70			8.11			0.71			379
A Shares
Year Ended March 31, 2011		6.78		0.47	(d)		0.54			1.01			(0.48	)		—			(0.02	)		(0.50	)		7.29		15.47			70,552		1.00			6.62			1.00			269
Year Ended March 31, 2010		4.68		0.53			2.09			2.62			(0.52	)		—			—			(0.52	)		6.78		58.07			3,822		0.99			8.67			1.01			466
Year Ended March 31, 2009		6.41		0.52			(1.74	)		(1.22	)		(0.51	)		—			—			(0.51	)		4.68		(19.60	)		860		0.99			8.33			1.04			368
Year Ended March 31, 2008		7.37		0.55			(0.82	)		(0.27	)		(0.56	)		—			(0.13	)		(0.69	)		6.41		(3.96	)		847		1.00			7.95			1.02			403
Year Ended March 31, 2007		6.98		0.56			0.39			0.95			(0.56	)		—			—			(0.56	)		7.37		14.22			498		1.00			7.86			1.01			379
R Shares(e)
Year Ended March 31, 2011		6.78		0.45	(d)		0.53			0.98			(0.45	)		—			(0.02	)		(0.47	)		7.29		15.07			15,671		1.40			6.54			1.40			269
Year Ended March 31, 2010		4.67		0.51			2.10			2.61			(0.50	)		—			—			(0.50	)		6.78		57.86			16,176		1.35			8.68			1.38			466
Year Ended March 31, 2009		6.40		0.49			(1.74	)		(1.25	)		(0.48	)		—			—			(0.48	)		4.67		(20.20	)		12,249		1.70			8.54			1.76			368
Year Ended March 31, 2008		7.36		0.50			(0.82	)		(0.32	)		(0.51	)		—			(0.13	)		(0.64	)		6.40		(4.63	)		20,546		1.71			7.24			1.72			403
Year Ended March 31, 2007		6.97		0.51			0.39			0.90			(0.51	)		—			—			(0.51	)		7.36		13.45			28,862		1.70			7.11			1.71			379
Intermediate Bond Fund
I Shares
Year Ended March 31, 2011		10.53		0.29	(d)		0.11			0.40			(0.25	)		(0.03	)		(0.30	)		(0.58	)		10.35		3.75			1,305,914		0.34			2.73			0.34			128
Year Ended March 31, 2010		10.27		0.34	(d)		0.27			0.61			(0.30	)		—			(0.05	)		(0.35	)		10.53		6.08			1,559,191		0.31			3.24			0.31			122
Year Ended March 31, 2009		10.29		0.43			0.24			0.67			(0.46	)		—			(0.23	)		(0.69	)		10.27		6.83			1,071,496		0.29			4.24			0.29			217
Year Ended March 31, 2008		9.96		0.50			0.33			0.83			(0.49	)		—			(0.01	)		(0.50	)		10.29		8.57			812,982		0.29			4.80			0.30			254
Year Ended March 31, 2007		9.85		0.46	(d)		0.11			0.57			(0.46	)		—			—			(0.46	)		9.96		5.97			94,136		0.31			4.67			0.31			225
A Shares
Year Ended March 31, 2011		10.53		0.28	(d)		0.09			0.37			(0.22	)		(0.03	)		(0.30	)		(0.55	)		10.35		3.49			12,926		0.60			2.62			0.60			128
Year Ended March 31, 2010		10.27		0.31	(d)		0.28			0.59			(0.28	)		—			(0.05	)		(0.33	)		10.53		5.83			11,916		0.55			2.96			0.55			122
Year Ended March 31, 2009		10.29		0.41			0.23			0.64			(0.43	)		—			(0.23	)		(0.66	)		10.27		6.54			2,624		0.54			3.89			0.54			217
Year Ended March 31, 2008		9.95		0.47			0.34			0.81			(0.46	)		—			(0.01	)		(0.47	)		10.29		8.39			736		0.55			4.60			0.55			254
Year Ended March 31, 2007		9.85		0.44	(d)		0.10			0.54			(0.44	)		—			—			(0.44	)		9.95		5.62			105		0.58			4.72			0.58			225
R Shares(f)
Year Ended March 31, 2011		10.53		0.23	(d)		0.09			0.32			(0.17	)		(0.03	)		(0.30	)		(0.50	)		10.35		3.03			901		1.10			2.13			1.10			128
Year Ended March 31, 2010		10.27		0.27	(d)		0.28			0.55			(0.24	)		—			(0.05	)		(0.29	)		10.53		5.47			1,068		0.91			2.56			0.91			122
Year Ended March 31, 2009		10.29		0.36			0.22			0.58			(0.37	)		—			(0.23	)		(0.60	)		10.27		5.84			543		1.02			3.33			1.02			217
Period from January 18, 2008 through March 31, 2008		10.32		0.07			(0.03	)		0.04			(0.07	)		—			—			(0.07	)		10.29		0.40			9		1.28			3.62			1.28			254
Period from April 1, 2007 through October 17, 2007		9.95		0.21			0.01			0.22			(0.21	)		—			—			(0.21	)		9.96		2.21			1		1.43			3.86			1.43			254
Year Ended March 31, 2007		9.85		0.36	(d)		0.12			0.48			(0.38	)		—			—			(0.38	)		9.95		4.92			1		1.31			3.61			1.31			225

See Notes to Financial Highlights.

101

FINANCIAL HIGHLIGHTS

																																		Ratio of
						Net																									Ratio of			Net			Ratio of
						Realized																									Net			Investment			Expenses to
						and												Distributions						Net							Expenses			Income			Average
	Net Asset		Net			Unrealized						Dividends			Distributions			from			Total			Asset							to			to			Net Assets
	Value,		Investment			Gains						from Net			from Tax			Realized			Dividends			Value,					Net Assets		Average			Average			(Excluding			Portfolio
	Beginning		Income			(Losses) on			Total From			Investment			Return of			Capital			and			End of		Total			End of		Net			Net			Waivers and			Turnover
	of Period		(Loss)			Investments			Operations			Income			Capital			Gains			Distributions			Period		Return(a)			Period (000)		Assets(b)			Assets(b)			Reimbursements)(b)			Rate(c)
Investment Grade Bond Fund
I Shares
Year Ended March 31, 2011	$	11.42	$	0.36	(d)	$	0.09		$	0.45		$	(0.25	)	$	(0.10	)	$	(0.52	)	$	(0.87	)	$	11.00		3.91	%	$	295,931		0.60	%		3.11	%		0.60	%		121	%
Year Ended March 31, 2010		10.93		0.43			0.46			0.89			(0.39	)		—			(0.01	)		(0.40	)		11.42		8.26			372,232		0.57			3.89			0.57			99
Year Ended March 31, 2009		10.74		0.46			0.24			0.70			(0.51	)		—			—			(0.51	)		10.93		6.78			389,205		0.56			4.38			0.56			208
Year Ended March 31, 2008		10.49		0.50			0.26			0.76			(0.51	)		—			—			(0.51	)		10.74		7.47			385,110		0.56			4.82			0.56			227
Year Ended March 31, 2007		10.40		0.49			0.10			0.59			(0.50	)		—			—			(0.50	)		10.49		5.79			394,196		0.55			4.70			0.55			240
A Shares
Year Ended March 31, 2011		11.42		0.35	(d)		0.06			0.41			(0.21	)		(0.10	)		(0.52	)		(0.83	)		11.00		3.61			19,087		0.87			3.03			0.87			121
Year Ended March 31, 2010		10.93		0.41			0.45			0.86			(0.36	)		—			(0.01	)		(0.37	)		11.42		7.91			26,790		0.89			3.59			0.89			99
Year Ended March 31, 2009		10.74		0.43			0.24			0.67			(0.48	)		—			—			(0.48	)		10.93		6.46			25,996		0.86			4.10			0.86			208
Year Ended March 31, 2008		10.49		0.47			0.26			0.73			(0.48	)		—			—			(0.48	)		10.74		7.15			14,495		0.86			4.54			0.86			227
Year Ended March 31, 2007		10.40		0.46			0.10			0.56			(0.47	)		—			—			(0.47	)		10.49		5.48			16,526		0.85			4.40			0.85			240
R Shares(e)
Year Ended March 31, 2011		11.42		0.31	(d)		0.08			0.39			(0.18	)		(0.10	)		(0.52	)		(0.80	)		11.01		3.41			6,648		1.20			2.71			1.20			121
Year Ended March 31, 2010		10.93		0.37			0.45			0.82			(0.32	)		—			(0.01	)		(0.33	)		11.42		7.54			9,616		1.23			3.23			1.23			99
Year Ended March 31, 2009		10.75		0.37			0.22			0.59			(0.41	)		—			—			(0.41	)		10.93		5.62			11,268		1.55			3.37			1.55			208
Year Ended March 31, 2008		10.50		0.40			0.26			0.66			(0.41	)		—			—			(0.41	)		10.75		6.40			7,709		1.56			3.83			1.56			227
Year Ended March 31, 2007		10.40		0.38			0.11			0.49			(0.39	)		—			—			(0.39	)		10.50		4.84			9,024		1.55			3.69			1.55			240
Investment Grade Tax-Exempt Bond Fund
I Shares
Year Ended March 31, 2011		11.99		0.33	(d)		(0.06	)		0.27			(0.33	)		—			(0.28	)		(0.61	)		11.65		2.22			1,067,672		0.57			2.71			0.57			159
Year Ended March 31, 2010		11.60		0.37			0.56			0.93			(0.37	)		—			(0.17	)		(0.54	)		11.99		8.15			1,037,972		0.55			3.08			0.56			169
Year Ended March 31, 2009		11.59		0.38			0.08			0.46			(0.38	)		—			(0.07	)		(0.45	)		11.60		4.12			817,297		0.54			3.30			0.55			221
Year Ended March 31, 2008		11.47		0.38			0.15			0.53			(0.38	)		—			(0.03	)		(0.41	)		11.59		4.73			546,323		0.57			3.32			0.57			189
Year Ended March 31, 2007		11.38		0.38			0.12			0.50			(0.37	)		—			(0.04	)		(0.41	)		11.47		4.51			410,473		0.55			3.28			0.55			214
A Shares
Year Ended March 31, 2011		12.00		0.29	(d)		(0.06	)		0.23			(0.29	)		—			(0.28	)		(0.57	)		11.66		1.93			31,189		0.85			2.42			0.85			159
Year Ended March 31, 2010		11.61		0.34			0.56			0.90			(0.34	)		—			(0.17	)		(0.51	)		12.00		7.82			24,344		0.84			2.74			0.85			169
Year Ended March 31, 2009		11.60		0.34			0.08			0.42			(0.34	)		—			(0.07	)		(0.41	)		11.61		3.81			13,819		0.84			2.97			0.84			221
Year Ended March 31, 2008		11.48		0.35			0.15			0.50			(0.35	)		—			(0.03	)		(0.38	)		11.60		4.41			10,869		0.87			3.02			0.87			189
Year Ended March 31, 2007		11.39		0.34			0.13			0.47			(0.34	)		—			(0.04	)		(0.38	)		11.48		4.20			11,723		0.85			2.97			0.85			214
Limited Duration Fund
I Shares
Year Ended March 31, 2011		9.71		0.10	(d)		0.03			0.13			(0.08	)		—			—			(0.08	)		9.76		1.37			21,883		0.22			1.11			0.22			76
Year Ended March 31, 2010		9.52		0.08			0.18			0.26			(0.07	)		—			—			(0.07	)		9.71		2.69			22,482		0.23			0.82			0.23			124
Year Ended March 31, 2009		9.87		0.23			(0.37	)		(0.14	)		(0.21	)		—			—			(0.21	)		9.52		(1.38	)		30,826		0.19			2.43			0.19			44
Year Ended March 31, 2008		9.98		0.50			(0.12	)		0.38			(0.49	)		—			—			(0.49	)		9.87		3.90			43,509		0.17			5.01			0.17			132
Year Ended March 31, 2007		9.99		0.51			(0.02	)		0.49			(0.50	)		—			—			(0.50	)		9.98		5.04			40,291		0.14			5.03			0.14			185

See Notes to Financial Highlights.

102 

FINANCIAL HIGHLIGHTS

																																	Ratio of
						Net																								Ratio of			Net			Ratio of
						Realized																								Net			Investment			Expenses to
						and											Distributions						Net							Expenses			Income			Average
	Net Asset		Net			Unrealized						Dividends			Distributions		from			Total			Asset							to			to			Net Assets
	Value,		Investment			Gains						from Net			from Tax		Realized			Dividends			Value,					Net Assets		Average			Average			(Excluding			Portfolio
	Beginning		Income			(Losses) on			Total From			Investment			Return of		Capital			and			End of		Total			End of		Net			Net			Waivers and			Turnover
	of Period		(Loss)			Investments			Operations			Income			Capital		Gains			Distributions			Period		Return(a)			Period (000)		Assets(b)			Assets(b)			Reimbursements)(b)			Rate(c)
Limited-Term Federal Mortgage Securities Fund
I Shares
Year Ended March 31, 2011	$	10.38	$	0.19	(d)	$	0.30		$	0.49		$	(0.28	)	$	—	$	—		$	(0.28	)	$	10.59		4.73	%	$	30,522		0.65	%		1.77	%		0.80	%		452	%
Year Ended March 31, 2010		10.19		0.31			0.23			0.54			(0.35	)		—		—			(0.35	)		10.38		5.41			20,998		0.62			3.25			0.66			435
Year Ended March 31, 2009		9.93		0.43			0.29			0.72			(0.46	)		—		—			(0.46	)		10.19		7.48			39,135		0.60			4.34			0.60			337
Year Ended March 31, 2008		9.94		0.46	(d)		0.03			0.49			(0.50	)		—		—			(0.50	)		9.93		5.08			85,638		0.58			4.63			0.58			154
Year Ended March 31, 2007		9.88		0.43	(d)		0.09			0.52			(0.46	)		—		—			(0.46	)		9.94		5.33			422,749		0.55			4.32			0.55			90
A Shares
Year Ended March 31, 2011		10.36		0.17	(d)		0.30			0.47			(0.26	)		—		—			(0.26	)		10.57		4.53			2,924		0.85			1.63			1.01			452
Year Ended March 31, 2010		10.17		0.30			0.22			0.52			(0.33	)		—		—			(0.33	)		10.36		5.21			2,598		0.82			2.91			0.88			435
Year Ended March 31, 2009		9.91		0.41			0.29			0.70			(0.44	)		—		—			(0.44	)		10.17		7.29			2,143		0.81			4.14			0.81			337
Year Ended March 31, 2008		9.92		0.44	(d)		0.03			0.47			(0.48	)		—		—			(0.48	)		9.91		4.88			2,670		0.78			4.46			0.78			154
Year Ended March 31, 2007		9.87		0.41	(d)		0.08			0.49			(0.44	)		—		—			(0.44	)		9.92		5.03			3,540		0.75			4.12			0.75			90
C Shares
Year Ended March 31, 2011		10.38		0.09	(d)		0.29			0.38			(0.17	)		—		—			(0.17	)		10.59		3.69			7,375		1.66			0.82			1.82			452
Year Ended March 31, 2010		10.19		0.22			0.22			0.44			(0.25	)		—		—			(0.25	)		10.38		4.36			8,265		1.62			2.15			1.67			435
Year Ended March 31, 2009		9.93		0.33			0.29			0.62			(0.36	)		—		—			(0.36	)		10.19		6.42			8,556		1.60			3.33			1.60			337
Year Ended March 31, 2008		9.94		0.36	(d)		0.03			0.39			(0.40	)		—		—			(0.40	)		9.93		4.04			10,798		1.58			3.65			1.59			154
Year Ended March 31, 2007		9.89		0.33	(d)		0.08			0.41			(0.36	)		—		—			(0.36	)		9.94		4.18			14,530		1.55			3.30			1.55			90
Maryland Municipal Bond Fund
I Shares
Year Ended March 31, 2011		10.48		0.35	(d)		(0.29	)		0.06			(0.35	)		—		(0.03	)		(0.38	)		10.16		0.53			21,302		0.68			3.32			0.68			33
Year Ended March 31, 2010		10.04		0.37			0.44			0.81			(0.37	)		—		—			(0.37	)		10.48		8.18			24,332		0.65			3.58			0.65			35
Year Ended March 31, 2009		10.04		0.37			—			0.37			(0.37	)		—		—			(0.37	)		10.04		3.79			26,064		0.63			3.71			0.63			26
Year Ended March 31, 2008		10.21		0.37			(0.16	)		0.21			(0.37	)		—		(0.01	)		(0.38	)		10.04		2.07			38,138		0.62			3.66			0.62			23
Year Ended March 31, 2007		10.14		0.38	(d)		0.11			0.49			(0.38	)		—		(0.04	)		(0.42	)		10.21		4.93			29,513		0.63			3.75			0.63			57
A Shares
Year Ended March 31, 2011		10.48		0.33	(d)		(0.29	)		0.04			(0.33	)		—		(0.03	)		(0.36	)		10.16		0.38			4,081		0.83			3.18			0.83			33
Period Ended March 31, 2010#		10.29		0.24			0.19			0.43			(0.24	)		—		—			(0.24	)		10.48		4.18			5,200		0.81			3.38			0.81			35
Period Ended March 31, 2009##		10.05		0.27			(0.25	)		0.02			(0.27	)		—		—			(0.27	)		9.80		0.22			—		0.78			3.58			0.78			26
Year Ended March 31, 2008		10.22		0.36			(0.16	)		0.20			(0.36	)		—		(0.01	)		(0.37	)		10.05		1.91			45		0.79			3.65			0.79			23
Year Ended March 31, 2007		10.15		0.38	(d)		0.10			0.48			(0.37	)		—		(0.04	)		(0.41	)		10.22		4.77			45		0.78			3.69			0.78			57
North Carolina Tax-Exempt Bond Fund
I Shares
Year Ended March 31, 2011		10.07		0.36	(d)		(0.37	)		(0.01	)		(0.36	)		—		—			(0.36	)		9.70		(0.14	)		51,372		0.64			3.61			0.64			49
Year Ended March 31, 2010		9.63		0.37			0.44			0.81			(0.37	)		—		—			(0.37	)		10.07		8.53			51,866		0.62			3.72			0.62			65
Year Ended March 31, 2009		9.71		0.35			(0.08	)		0.27			(0.35	)		—		—			(0.35	)		9.63		2.88			43,660		0.61			3.66			0.61			74
Year Ended March 31, 2008		10.05		0.37			(0.34	)		0.03			(0.37	)		—		—			(0.37	)		9.71		0.26			43,046		0.61			3.69			0.61			76
Year Ended March 31, 2007		9.90		0.35	(d)		0.15			0.50			(0.35	)		—		—			(0.35	)		10.05		5.17			44,130		0.59			3.54			0.59			84
A Shares
Year Ended March 31, 2011		10.04		0.35	(d)		(0.37	)		(0.02	)		(0.35	)		—		—			(0.35	)		9.67		(0.30	)		693		0.79			3.47			0.79			49
Year Ended March 31, 2010		9.61		0.36			0.43			0.79			(0.36	)		—		—			(0.36	)		10.04		8.28			762		0.77			3.57			0.77			65
Year Ended March 31, 2009		9.68		0.33			(0.06	)		0.27			(0.34	)		—		—			(0.34	)		9.61		2.84			559		0.76			3.53			0.76			74
Year Ended March 31, 2008		10.03		0.34			(0.34	)		—			(0.35	)		—		—			(0.35	)		9.68		0.01			760		0.77			3.57			0.77			76
Year Ended March 31, 2007		9.88		0.34	(d)		0.15			0.49			(0.34	)		—		—			(0.34	)		10.03		5.02			896		0.75			3.46			0.75			84

See Notes to Financial Highlights.

103

FINANCIAL HIGHLIGHTS

																																	Ratio of
						Net																								Ratio of			Net			Ratio of
						Realized																								Net			Investment			Expenses to
						and											Distributions						Net							Expenses			Income			Average
	Net Asset		Net			Unrealized						Dividends			Distributions		from			Total			Asset							to			to			Net Assets
	Value,		Investment			Gains						from Net			from Tax		Realized			Dividends			Value,					Net Assets		Average			Average			(Excluding			Portfolio
	Beginning		Income			(Losses) on			Total From			Investment			Return of		Capital			and			End of		Total			End of		Net			Net			Waivers and			Turnover
	of Period		(Loss)			Investments			Operations			Income			Capital		Gains			Distributions			Period		Return(a)			Period (000)		Assets(b)			Assets(b)			Reimbursements)(b)			Rate(c)
Seix Floating Rate High Income Fund(g)
I Shares
Year Ended March 31, 2011	$	8.80	$	0.59	(d)	$	0.15		$	0.74		$	(0.53	)	$	—	$	—		$	(0.53	)	$	9.01		8.64	%	$	3,078,972		0.51	%		6.62	%		0.51	%		104	%
Year Ended March 31, 2010		7.37		0.53			1.40			1.93			(0.50	)		—		—			(0.50	)		8.80		26.68			1,173,308		0.50			7.08			0.50			117
Year Ended March 31, 2009		8.90		0.52			(1.53	)		(1.01	)		(0.52	)		—		—			(0.52	)		7.37		(11.67	)		557,347		0.49			6.31			0.49			226
Year Ended March 31, 2008		9.98		0.70			(1.06	)		(0.36	)		(0.70	)		—		(0.02	)		(0.72	)		8.90		(3.85	)		553,208		0.51			7.34			0.51			134
Year Ended March 31, 2007		9.96		0.69			0.03			0.72			(0.70	)		—		—			(0.70	)		9.98		7.47			582,861		0.51			7.03			0.51			148
A Shares
Year Ended March 31, 2011		8.80		0.55	(d)		0.16			0.71			(0.50	)		—		—			(0.50	)		9.01		8.29			69,159		0.84			6.22			0.84			104
Year Ended March 31, 2010		7.38		0.50			1.39			1.89			(0.47	)		—		—			(0.47	)		8.80		26.11			22,298		0.81			6.81			0.81			117
Year Ended March 31, 2009		8.90		0.50			(1.52	)		(1.02	)		(0.50	)		—		—			(0.50	)		7.38		(11.82	)		5,513		0.79			6.08			0.79			226
Year Ended March 31, 2008		9.99		0.67			(1.07	)		(0.40	)		(0.67	)		—		(0.02	)		(0.69	)		8.90		(4.25	)		6,591		0.82			7.01			0.82			134
Period Ended March 31, 2007		9.94		0.60			0.06			0.66			(0.61	)		—		—			(0.61	)		9.99		6.87			10,310		0.79			6.83			0.79			148
C Shares
Year Ended March 31, 2011		8.81		0.50	(d)		0.15			0.65			(0.44	)		—		—			(0.44	)		9.02		7.57			22,234		1.50			5.65			1.50			104
Year Ended March 31, 2010		7.37		0.45			1.41			1.86			(0.42	)		—		—			(0.42	)		8.81		25.59			7,402		1.49			6.35			1.49			117
Year Ended March 31, 2009		8.90		0.44			(1.53	)		(1.09	)		(0.44	)		—		—			(0.44	)		7.37		(12.55	)		543		1.49			5.27			1.49			226
Period Ended March 31, 2008		9.52		0.40			(0.61	)		(0.21	)		(0.39	)		—		(0.02	)		(0.41	)		8.90		(2.31	)		216		1.49			6.43			1.49			134
Seix High Yield Fund
I Shares
Year Ended March 31, 2011		9.46		0.77	(d)		0.61			1.38			(0.77	)		—		—			(0.77	)		10.07		15.24			1,724,652		0.51			7.96			0.51			119
Year Ended March 31, 2010		7.75		0.77			1.70			2.47			(0.76	)		—		—			(0.76	)		9.46		32.91			1,723,678		0.48			8.54			0.49			116
Year Ended March 31, 2009		9.77		0.78			(2.03	)		(1.25	)		(0.77	)		—		—			(0.77	)		7.75		(13.15	)		786,029		0.50			8.99			0.51			114
Year Ended March 31, 2008		10.84		0.80			(1.06	)		(0.26	)		(0.81	)		—		—			(0.81	)		9.77		(2.50	)		663,081		0.49			7.70			0.50			117
Year Ended March 31, 2007		10.69		0.74			0.15			0.89			(0.74	)		—		—			(0.74	)		10.84		8.68			1,116,851		0.48			6.92			0.48			130
A Shares
Year Ended March 31, 2011		9.25		0.73	(d)		0.60			1.33			(0.74	)		—		—			(0.74	)		9.84		14.99			35,238		0.77			7.74			0.77			119
Year Ended March 31, 2010		7.58		0.74			1.67			2.41			(0.74	)		—		—			(0.74	)		9.25		32.81			28,378		0.75			8.51			0.75			116
Year Ended March 31, 2009		9.55		0.75			(1.97	)		(1.22	)		(0.75	)		—		—			(0.75	)		7.58		(13.14	)		18,530		0.76			8.84			0.77			114
Year Ended March 31, 2008		10.60		0.77			(1.04	)		(0.27	)		(0.78	)		—		—			(0.78	)		9.55		(2.65	)		21,640		0.75			7.68			0.75			117
Year Ended March 31, 2007		10.45		0.72			0.15			0.87			(0.72	)		—		—			(0.72	)		10.60		8.61			29,517		0.74			6.82			0.74			130
R Shares(e)
Year Ended March 31, 2011		9.45		0.71	(d)		0.62			1.33			(0.71	)		—		—			(0.71	)		10.07		14.61			3,341		1.20			7.43			1.20			119
Year Ended March 31, 2010		7.75		0.71			1.69			2.40			(0.70	)		—		—			(0.70	)		9.45		31.92			6,347		1.14			7.92			1.14			116
Year Ended March 31, 2009		9.77		0.70			(2.03	)		(1.33	)		(0.69	)		—		—			(0.69	)		7.75		(14.01	)		5,060		1.50			7.90			1.50			114
Year Ended March 31, 2008		10.83		0.70			(1.05	)		(0.35	)		(0.71	)		—		—			(0.71	)		9.77		(3.40	)		4,012		1.50			6.75			1.50			117
Year Ended March 31, 2007		10.68		0.63			0.15			0.78			(0.63	)		—		—			(0.63	)		10.83		7.62			4,970		1.48			5.92			1.48			130

See Notes to Financial Highlights.

104 

FINANCIAL HIGHLIGHTS

																																	Ratio of
			Net																											Ratio of			Net			Ratio of
			Realized																											Net			Investment			Expenses to
			and														Distributions						Net							Expenses			Income			Average Net
	Net Asset		Net			Unrealized						Dividends			Distributions		from			Total			Asset							to			to			Assets
	Value,		Investment			Gains						from Net			from Tax		Realized			Dividends			Value,					Net Assets		Average			Average			(Excluding			Portfolio
	Beginning		Income			(Losses) on			Total From			Investment			Return of		Capital			and			End of		Total			End of		Net			Net			Waivers and			Turnover
	of Period		(Loss)			Investments			Operations			Income			Capital		Gains			Distributions			Period		Return(a)			Period (000)		Assets(b)			Assets(b)			Reimbursements)(b)			Rate(c)
Short-Term Bond Fund
I Shares
Year Ended March 31, 2011	$	9.94	$	0.21	(d)	$	0.02		$	0.23		$	(0.22	)	$	—	$	—		$	(0.22	)	$	9.95		2.28	%	$	350,162		0.48	%		2.12	%		0.48	%		189	%
Year Ended March 31, 2010		9.40		0.30			0.53			0.83			(0.29	)		—		—			(0.29	)		9.94		8.91	(h)		489,413		0.46			3.00			0.46			122
Year Ended March 31, 2009		9.87		0.40			(0.47	)		(0.07	)		(0.40	)		—		—			(0.40	)		9.40		(0.70	)(h)		326,801		0.46			4.20			0.46			122
Year Ended March 31, 2008		9.78		0.45			0.09			0.54			(0.45	)		—		—			(0.45	)		9.87		5.63			390,659		0.45			4.58			0.46			152
Year Ended March 31, 2007		9.71		0.43	(d)		0.07			0.50			(0.43	)		—		—			(0.43	)		9.78		5.23			426,757		0.46			4.38			0.46			104
A Shares
Year Ended March 31, 2011		9.96		0.19	(d)		0.03			0.22			(0.20	)		—		—			(0.20	)		9.98		2.18			2,642		0.67			1.94			0.67			189
Year Ended March 31, 2010		9.42		0.28			0.53			0.81			(0.27	)		—		—			(0.27	)		9.96		8.65	(h)		3,389		0.68			2.78			0.68			122
Year Ended March 31, 2009		9.89		0.38			(0.47	)		(0.09	)		(0.38	)		—		—			(0.38	)		9.42		(0.90	)(h)		2,715		0.66			4.00			0.66			122
Year Ended March 31, 2008		9.81		0.43			0.08			0.51			(0.43	)		—		—			(0.43	)		9.89		5.30			3,767		0.65			4.38			0.66			152
Year Ended March 31, 2007		9.73		0.41	(d)		0.08			0.49			(0.41	)		—		—			(0.41	)		9.81		5.11			3,742		0.66			4.15			0.66			104
C Shares
Year Ended March 31, 2011		9.96		0.11	(d)		0.03			0.14			(0.12	)		—		—			(0.12	)		9.98		1.36			2,685		1.47			1.12			1.47			189
Year Ended March 31, 2010		9.42		0.20			0.53			0.73			(0.19	)		—		—			(0.19	)		9.96		7.81	(h)		2,754		1.46			2.03			1.46			122
Year Ended March 31, 2009		9.89		0.30			(0.47	)		(0.17	)		(0.30	)		—		—			(0.30	)		9.42		(1.69	)(h)		2,948		1.45			3.20			1.46			122
Year Ended March 31, 2008		9.81		0.35			0.08			0.43			(0.35	)		—		—			(0.35	)		9.89		4.46			3,477		1.46			3.58			1.46			152
Year Ended March 31, 2007		9.73		0.33	(d)		0.08			0.41			(0.33	)		—		—			(0.33	)		9.81		4.29			4,501		1.46			3.33			1.46			104
Short-Term U.S. Treasury Securities Fund
I Shares
Year Ended March 31, 2011		10.27		0.13	(d)		(0.01	)		0.12			(0.13	)		—		(0.16	)		(0.29	)		10.10		1.16			22,875		0.53			1.23			0.62			36
Year Ended March 31, 2010		10.33		0.14			(0.03	)		0.11			(0.14	)		—		(0.03	)		(0.17	)		10.27		1.03			33,504		0.49			1.29			0.54			147
Year Ended March 31, 2009		10.26		0.28			0.07			0.35			(0.28	)		—		—			(0.28	)		10.33		3.50			61,692		0.48			2.74			0.48			144
Year Ended March 31, 2008		9.86		0.42			0.40			0.82			(0.42	)		—		—			(0.42	)		10.26		8.56			62,416		0.48			4.24			0.49			66
Year Ended March 31, 2007		9.80		0.39			0.06			0.45			(0.39	)		—		—			(0.39	)		9.86		4.64			55,459		0.48			3.93			0.48			87
A Shares
Year Ended March 31, 2011		10.26		0.11	(d)		(0.01	)		0.10			(0.11	)		—		(0.16	)		(0.27	)		10.09		0.98			5,562		0.71			1.05			0.80			36
Year Ended March 31, 2010		10.32		0.12			(0.03	)		0.09			(0.12	)		—		(0.03	)		(0.15	)		10.26		0.85			5,839		0.67			1.20			0.71			147
Year Ended March 31, 2009		10.25		0.26			0.07			0.33			(0.26	)		—		—			(0.26	)		10.32		3.31			16,854		0.65			2.30			0.66			144
Year Ended March 31, 2008		9.85		0.41			0.40			0.81			(0.41	)		—		—			(0.41	)		10.25		8.37			3,800		0.66			4.07			0.67			66
Year Ended March 31, 2007		9.79		0.37			0.06			0.43			(0.37	)		—		—			(0.37	)		9.85		4.46			3,974		0.66			3.75			0.66			87
C Shares
Year Ended March 31, 2011		10.25		0.02	(d)		(0.01	)		0.01			(0.02	)		—		(0.16	)		(0.18	)		10.08		0.16			7,699		1.53			0.21			1.62			36
Year Ended March 31, 2010		10.31		0.03			(0.03	)		—			(0.03	)		—		(0.03	)		(0.06	)		10.25		0.04			6,426		1.49			0.33			1.55			147
Year Ended March 31, 2009		10.25		0.18			0.06			0.24			(0.18	)		—		—			(0.18	)		10.31		2.38			7,113		1.48			1.79			1.48			144
Year Ended March 31, 2008		9.84		0.32			0.41			0.73			(0.32	)		—		—			(0.32	)		10.25		7.60			8,839		1.48			3.27			1.50			66
Year Ended March 31, 2007		9.78		0.29			0.06			0.35			(0.29	)		—		—			(0.29	)		9.84		3.62			11,378		1.48			2.90			1.48			87

See Notes to Financial Highlights.

105

FINANCIAL HIGHLIGHTS

																																		Ratio of
						Net																									Ratio of			Net			Ratio of
						Realized																									Net			Investment			Expenses to
						and												Distributions						Net							Expenses			Income			Average Net
	Net Asset		Net			Unrealized						Dividends			Distributions			from			Total			Asset							to			to			Assets
	Value,		Investment			Gains						from Net			from Tax			Realized			Dividends			Value,					Net Assets		Average			Average			(Excluding			Portfolio
	Beginning		Income			(Losses) on			Total From			Investment			Return of			Capital			and			End of		Total			End of		Net			Net			Waivers and			Turnover
	of Period		(Loss)			Investments			Operations			Income			Capital			Gains			Distributions			Period		Return(a)			Period (000)		Assets(b)			Assets(b)			Reimbursements)(b)			Rate(c)
Total Return Bond Fund
I Shares
Year Ended March 31, 2011	$	10.60	$	0.33	(d)	$	0.22		$	0.55		$	(0.27	)	$	(0.08	)	$	(0.40	)	$	(0.75	)	$	10.40		5.20	%	$	684,952		0.33	%		3.05	%		0.33	%		294	%
Year Ended March 31, 2010		10.26		0.40			0.43			0.83			(0.36	)		—			(0.13	)		(0.49	)		10.60		8.17			724,588		0.31			3.72			0.31			326
Year Ended March 31, 2009		10.10		0.49			0.18			0.67			(0.51	)		—			—			(0.51	)		10.26		6.89			602,267		0.30			4.85			0.30			199
Year Ended March 31, 2008		9.96		0.51			0.14			0.65			(0.51	)		—			—			(0.51	)		10.10		6.74			630,451		0.30			5.14			0.30			248
Year Ended March 31, 2007		9.86		0.48			0.11			0.59			(0.49	)		—			—			(0.49	)		9.96		6.16			601,676		0.30			4.97			0.30			310
A Shares
Year Ended March 31, 2011		10.92		0.33	(d)		0.21			0.54			(0.25	)		(0.08	)		(0.40	)		(0.73	)		10.73		4.93			17,589		0.58			2.94			0.58			294
Year Ended March 31, 2010		10.57		0.38			0.43			0.81			(0.33	)		—			(0.13	)		(0.46	)		10.92		7.75			8,540		0.55			3.14			0.55			326
Year Ended March 31, 2009		10.40		0.46			0.19			0.65			(0.48	)		—			—			(0.48	)		10.57		6.51			510		0.54			4.51			0.54			199
Year Ended March 31, 2008		10.26		0.49			0.14			0.63			(0.49	)		—			—			(0.49	)		10.40		6.28			269		0.54			4.76			0.54			248
Year Ended March 31, 2007		10.15		0.46			0.12			0.58			(0.47	)		—			—			(0.47	)		10.26		5.82			324		0.54			4.57			0.54			310
R Shares(f)
Year Ended March 31, 2011		10.60		0.30	(d)		0.19			0.49			(0.21	)		(0.08	)		(0.40	)		(0.69	)		10.40		4.63			2,825		0.89			2.74			0.89			294
Year Ended March 31, 2010		10.26		0.35			0.42			0.77			(0.30	)		—			(0.13	)		(0.43	)		10.60		7.61			710		0.82			3.11			0.82			326
Year Ended March 31, 2009		10.10		0.39			0.19			0.58			(0.42	)		—			—			(0.42	)		10.26		5.90			325		1.10			4.01			1.10			199
Year Ended March 31, 2008		9.96		0.41			0.14			0.55			(0.41	)		—			—			(0.41	)		10.10		5.68			40		1.30			4.13			1.30			248
Year Ended March 31, 2007		9.86		0.38			0.11			0.49			(0.39	)		—			—			(0.39	)		9.96		5.10			29		1.30			3.96			1.30			310
Ultra-Short Bond Fund
I Shares
Year Ended March 31, 2011		9.91		0.13	(d)		0.04			0.17			(0.15	)		—			—			(0.15	)		9.93		1.76			115,795		0.32			1.31			0.32			229
Year Ended March 31, 2010		9.52		0.25			0.39			0.64			(0.25	)		—			—			(0.25	)		9.91		6.82			92,528		0.34			2.51			0.37			130
Year Ended March 31, 2009		9.91		0.39			(0.40	)		(0.01	)		(0.38	)		—			—			(0.38	)		9.52		(0.13	)		55,088		0.31			3.95			0.36			88
Year Ended March 31, 2008		10.00		0.47			(0.09	)		0.38			(0.47	)		—			—			(0.47	)		9.91		3.89			87,892		0.30			4.72			0.33			126
Year Ended March 31, 2007		9.96		0.48			0.05			0.53			(0.49	)		—			—			(0.49	)		10.00		5.44			85,646		0.28			4.58			0.28			96
U.S. Government Securities Fund
I Shares
Year Ended March 31, 2011		8.76		0.18	(d)		0.22			0.40			(0.18	)		—			(0.35	)		(0.53	)		8.63		4.50			48,580		0.62			2.02			0.62			92
Year Ended March 31, 2010		11.11		0.26			(0.37	)		(0.11	)		(0.27	)		—			(1.97	)		(2.24	)		8.76		(1.07	)		71,910		0.58			2.35			0.58			85
Year Ended March 31, 2009		10.59		0.33			0.56			0.89			(0.34	)		—			(0.03	)		(0.37	)		11.11		8.49			341,727		0.55			3.09			0.56			130
Year Ended March 31, 2008		10.29		0.50			0.30			0.80			(0.50	)		—			—			(0.50	)		10.59		8.04			491,970		0.55			4.89			0.55			134
Year Ended March 31, 2007		10.19		0.47			0.11			0.58			(0.48	)		—			—			(0.48	)		10.29		5.86			535,056		0.55			4.70			0.55			131
A Shares
Year Ended March 31, 2011		8.76		0.15	(d)		0.22			0.37			(0.15	)		—			(0.35	)		(0.50	)		8.63		4.18			2,089		0.93			1.71			0.93			92
Year Ended March 31, 2010		11.11		0.21			(0.35	)		(0.14	)		(0.24	)		—			(1.97	)		(2.21	)		8.76		(1.38	)		2,314		0.89			1.98			0.89			85
Year Ended March 31, 2009		10.59		0.29			0.56			0.85			(0.30	)		—			(0.03	)		(0.33	)		11.11		8.17			2,954		0.85			2.78			0.86			130
Year Ended March 31, 2008		10.29		0.47			0.30			0.77			(0.47	)		—			—			(0.47	)		10.59		7.72			3,496		0.85			4.61			0.85			134
Year Ended March 31, 2007		10.19		0.44			0.11			0.55			(0.45	)		—			—			(0.45	)		10.29		5.54			2,849		0.85			4.40			0.85			131
C Shares
Year Ended March 31, 2011		8.76		0.09	(d)		0.22			0.31			(0.09	)		—			(0.35	)		(0.44	)		8.63		3.46			2,471		1.62			1.02			1.62			92
Year Ended March 31, 2010		11.11		0.14			(0.35	)		(0.21	)		(0.17	)		—			(1.97	)		(2.14	)		8.76		(2.05	)		3,038		1.58			1.28			1.58			85
Year Ended March 31, 2009		10.59		0.22			0.56			0.78			(0.23	)		—			(0.03	)		(0.26	)		11.11		7.42			3,649		1.55			2.08			1.55			130
Year Ended March 31, 2008		10.29		0.40			0.30			0.70			(0.40	)		—			—			(0.40	)		10.59		6.97			4,222		1.55			3.90			1.55			134
Year Ended March 31, 2007		10.19		0.37			0.11			0.48			(0.38	)		—			—			(0.38	)		10.29		4.81			5,121		1.55			3.67			1.55			131
U.S. Government Securities Ultra-Short Bond Fund
I Shares
Year Ended March 31, 2011		10.07		0.07	(d)		0.09			0.16			(0.16	)		—			—			(0.16	)		10.07		1.61			1,648,792		0.33			0.73			0.33			229
Year Ended March 31, 2010		10.03		0.30			0.06			0.36			(0.32	)		—			—			(0.32	)		10.07		3.62			1,340,992		0.29			2.15			0.29			119
Year Ended March 31, 2009		10.03		0.41			0.01			0.42			(0.42	)		—			—			(0.42	)		10.03		4.29			90,675		0.28			4.00			0.32			92
Year Ended March 31, 2008		9.95		0.43			0.10			0.53			(0.45	)		—			—			(0.45	)		10.03		5.41			62,904		0.28			4.33			0.33			140
Year Ended March 31, 2007		9.85		0.42			0.11			0.53			(0.43	)		—			—			(0.43	)		9.95		5.50			34,411		0.29			4.23			0.33			141

See Notes to Financial Highlights.

106 

FINANCIAL HIGHLIGHTS

																																Ratio of
						Net																							Ratio of			Net			Ratio of
						Realized																							Net			Investment			Expenses to
						and										Distributions						Net							Expenses			Income			Average Net
	Net Asset		Net			Unrealized					Dividends			Distributions		from			Total			Asset							to			to			Assets
	Value,		Investment			Gains					from Net			from Tax		Realized			Dividends			Value,					Net Assets		Average			Average			(Excluding			Portfolio
	Beginning		Income			(Losses) on			Total From		Investment			Return of		Capital			and			End of		Total			End of		Net			Net			Waivers and			Turnover
	of Period		(Loss)			Investments			Operations		Income			Capital		Gains			Distributions			Period		Return(a)			Period (000)		Assets(b)			Assets(b)			Reimbursements)(b)			Rate(c)
Virginia Intermediate Municipal Bond Fund
I Shares
Year Ended March 31, 2011	$	10.39	$	0.34	(d)	$	(0.11	)	$	0.23	$	(0.34	)	$	—	$	(0.07	)	$	(0.41	)	$	10.21		2.15	%	$	165,536		0.62	%		3.23	%		0.62	%		17	%
Year Ended March 31, 2010		10.22		0.37			0.19			0.56		(0.37	)		—		(0.02	)		(0.39	)		10.39		5.58			191,537		0.61			3.56			0.61			33
Year Ended March 31, 2009		10.09		0.36			0.13			0.49		(0.36	)		—		—			(0.36	)		10.22		5.01			181,882		0.60			3.61			0.60			20
Year Ended March 31, 2008		10.11		0.37			(0.02	)		0.35		(0.37	)		—		—			(0.37	)		10.09		3.51			204,507		0.60			3.65			0.60			28
Year Ended March 31, 2007		10.01		0.36			0.10			0.46		(0.36	)		—		—			(0.36	)		10.11		4.67			214,908		0.59			3.59			0.60			54
A Shares
Year Ended March 31, 2011		10.39		0.32	(d)		(0.11	)		0.21		(0.32	)		—		(0.07	)		(0.39	)		10.21		2.00			12,471		0.77			3.09			0.77			17
Year Ended March 31, 2010		10.22		0.35			0.20			0.55		(0.36	)		—		(0.02	)		(0.38	)		10.39		5.44			14,236		0.75			3.35			0.75			33
Year Ended March 31, 2009		10.09		0.35			0.13			0.48		(0.35	)		—		—			(0.35	)		10.22		4.85			7,619		0.75			3.46			0.75			20
Year Ended March 31, 2008		10.11		0.35			(0.02	)		0.33		(0.35	)		—		—			(0.35	)		10.09		3.36			6,232		0.75			3.50			0.75			28
Year Ended March 31, 2007		10.01		0.35			0.10			0.45		(0.35	)		—		—			(0.35	)		10.11		4.52			5,395		0.74			3.43			0.75			54

107

NOTES TO FINANCIAL HIGHLIGHTS

(a)	Total return excludes sales charge. Not annualized for periods less than one year.
(b)	Annualized for periods less than one year.
(c)	Not annualized for periods less than one year.
(d)	Per share data calculated using average shares outstanding method.
(e)	Effective at the close of business on July 31, 2009, C shares converted to R shares and C shares are no longer available for purchase. The data prior to such date reflects that of C shares.
(f)	Effective at the close of business on February 12, 2009, C shares converted to R shares and C shares are no longer available for purchase. The data prior to such date reflects that of C shares.
(g)	The following table details the commencement of operations of certain classes of each respective fund:

Fund	Class	Commencement Date
Seix Floating Rate High Income Fund	A Shares	May 8, 2006
Seix Floating Rate High Income Fund	C Shares	August 3, 2007

(h)	Net Asset Value (“NAV”) varies from NAV reported to shareholders on March 31, 2011, as these financial statements are prepared inclusive of trade date adjustments.
(i)	Rounds to less than $0.01 per share.
	The Georgia Tax-Exempt Bond Fund’s net expense ratio and gross expense ratio includes interest expense of 0.09% incurred during the year ended March 31, 2009 with respect to investments in certain inverse floating rate securities.
#	Prior to August 1, 2009, there were no assets in Class A during the current period. Effective at the close of business July 31, 2009, Class A received assets from the conversion from Class C. The net asset value shown for the beginning of the period reflects the initial converted net asset value from Class C and the amounts shown thereafter reflect operations for Class A from August 1, 2009 through March 31, 2010.
##	Class A was operational during a portion of the year only. Amounts reflect performance for the period of time the class had operations, which was 280 days during the period for Maryland Municipal Bond Fund. The net asset value, end of period, presented for Maryland Municipal Bond Fund A Shares was as of January 6, 2009, the last day the class had shareholders.

Amounts designated as “— ” are $0 or have been rounded to $0.

Investment Adviser:
RidgeWorth Investments 3333 Piedmont Road NE, Suite 1500 Atlanta, GA 30305 www.ridgeworth.com
Investment Subadvisers:
Seix Investment Advisors LLC 10 Mountainview Road, Suite C-200 Upper Saddle River, NJ 07458 www.seixadvisors.com	StableRiver Capital Management LLC 3333 Piedmont Road NE, Suite 1500 Atlanta, GA 30305 www.stableriver.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.

To Obtain an SAI, Annual or Semi-Annual Report, or More Information:

Telephone:   Shareholder Services
1-888-784-3863

Mail:
RidgeWorth Funds
P.O. Box 8053
Boston, MA 02266-8053

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 20549-1520. 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.

RidgeWorth Investments^® is the trade name of RidgeWorth Capital Management, Inc.

RFPRO-FI-0811

EQUITY FUNDS
A, C, & I SHARES PROSPECTUS

August 1, 2011
Investment Adviser: RidgeWorth Investments^®

	A Shares	C Shares	I Shares
Value Funds
Subadviser: Ceredex Value Advisors LLC
• Large Cap Value Equity Fund	SVIIX	SVIFX	STVTX
• Mid-Cap Value Equity Fund	SAMVX	SMVFX	SMVTX
• Small Cap Value Equity Fund	SASVX	STCEX	SCETX
Growth Funds
Subadviser: Silvant Capital Management LLC
• Large Cap Core Growth Stock Fund	CFVIX	CVIBX	CRVAX
• Large Cap Growth Stock Fund	STCIX	STCFX	STCAX
• Select Large Cap Growth Stock Fund	SXSAX	STTFX	STTAX
• Small Cap Growth Stock Fund	SCGIX	SSCFX	SSCTX
Subadviser: Zevenbergen Capital Investments LLC
• Aggressive Growth Stock Fund	SAGAX		SCATX
• Emerging Growth Stock Fund	SCEAX		SEGTX
International Funds
Subadviser: Certium Asset Management LLC
• International Equity Fund	SCIIX		STITX
• International Equity Index Fund	SIIIX		SIEIX

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.

Table of Contents

1	Value Funds
1	Large Cap Value Equity Fund
4	Mid-Cap Value Equity Fund
7	Small Cap Value Equity Fund
10	Growth Funds
10	Large Cap Core Growth Stock Fund
13	Large Cap Growth Stock Fund
16	Select Large Cap Growth Stock Fund
19	Small Cap Growth Stock Fund
22	Aggressive Growth Stock Fund
25	Emerging Growth Stock Fund
28	International Funds
28	International Equity Fund
31	International Equity Index Fund
34	More Information About Risk
36	More Information About Indices
37	More Information About Fund Investments
38	Information About Portfolio Holdings
38	Management
41	Purchasing, Selling and Exchanging Fund Shares
49	Market Timing Policies and Procedures
50	Distribution of Fund Shares
51	Shareholder Servicing Plans
51	Dividends and Distributions
51	Taxes
53	Financial Highlights
Back Cover	How to Obtain More Information About RidgeWorth Funds

August 1, 2011

RidgeWorth Investments^® is the trade name of RidgeWorth Capital Management, Inc.

Value Funds   1

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 to provide a high level of capital appreciation. As a secondary goal, the Fund also seeks to provide 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 44 of the Fund’s prospectus and Rights of Accumulation on page 45 of the Fund’s statement of additional information.

Shareholder Fees
(fees paid directly from your investment)

	A Shares		C Shares		I Shares
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)

	A Shares		C Shares		I Shares
Management Fees		0.77%		0.77%		0.77%
Distribution (12b-1) Fees		0.30%		1.00%		None
Other Expenses		0.06%		0.06%		0.06%
Total Annual Fund Operating Expenses		1.13%		1.83%		0.83%

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	$	685	$	915	$	1,164	$	1,876
C Shares	$	286	$	577	$	993	$	2,156
I Shares	$	85	$	265	$	462	$	1,029

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

	1 Year		3 Years		5 Years		10 Years
A Shares	$	685	$	915	$	1,164	$	1,876
C Shares	$	186	$	577	$	993	$	2,156
I Shares	$	85	$	265	$	462	$	1,029

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 134% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in U.S.-traded equity securities of large-capitalization companies. U.S.-traded equity securities may include American Depositary Receipts (“ADRs”). Ceredex Value Advisors LLC (“Ceredex” or the “Subadviser”) considers large-capitalization companies to be companies with market capitalizations similar to those of companies in the Russell 1000^® Value Index. As of July 1, 2011, the market capitalization range of companies in the Russell 1000^® Value Index was between approximately $519.1 million and $400.9 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

2  Value Funds

LARGE CAP VALUE EQUITY FUND

Fund generally pay dividends at the time of purchase or are expected to pay dividends soon after their purchase.

Principal Investment Risks

You may lose money if you invest in the Fund. 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.

Equity Securities Risk: The price of equity securities fluctuates from time to time based on changes in a company’s financial condition or overall market and economic conditions. As a result, the value of the Fund’s equity securities may fluctuate drastically from day to day.

Large-Capitalization Companies 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 small-capitalization companies.

Value Investing Risk: “Value” investing attempts to identify strong companies whose stocks are selling at a discount from their perceived true worth. It is subject to the risk that the stocks’ intrinsic values may never be fully recognized or realized by the market, their prices may go down, or that stocks judged to be undervalued may actually be appropriately priced.

ADR Risk: The Fund may invest in ADRs, which are depositary receipts issued in registered form by a U.S. bank or trust company evidencing ownership of underlying securities issued by a foreign company. Investments in ADRs involve risks similar to those accompanying direct investments in foreign securities. These include the risk that political and economic events unique to a country or region will affect those markets and their issuers.

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 (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
15.26%	-19.89%
(6/30/09)	(9/30/02)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 4.69%.

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

	1 Year		5 Years		10 Years
A Shares Returns Before Taxes		17.88%		4.55%		4.25%
C Shares Returns Before Taxes		17.03%		3.82%		3.51%
I Shares Returns Before Taxes		18.28%		4.87%		4.59%
I Shares Returns After Taxes on Distributions		18.07%		3.88%		3.88%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		12.11%		3.91%		3.72%
Russell 1000® Value Index (reflects no deduction for fees, expenses or taxes)		15.51%		1.28%		3.26%

After-tax returns are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state and local

Value Funds   3

LARGE CAP VALUE EQUITY FUND

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 (“IRAs”). After-tax returns are shown for only the I Shares. After-tax returns for other share classes will vary.

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser (the “Adviser”). Ceredex Value Advisors LLC is the Fund’s Subadviser.

Portfolio Management

Mr. Mills Riddick, CFA, President and Chief Investment Officer of Ceredex, has managed the Fund since 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 share class are shown below, although these minimums may be reduced or waived in some cases.

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

Subsequent investments in A or C Shares must be made in amounts of at least $1,000. The Fund may accept investments of smaller amounts for either class of shares at its discretion. There are no minimums for subsequent investments in I 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 IRA.

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 website for more information.

4  Value Funds

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 to provide capital appreciation. As a secondary goal, the Fund also seeks to provide 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 44 of the Fund’s prospectus and Rights of Accumulation on page 45 of the Fund’s statement of additional information.

Shareholder Fees
(fees paid directly from your investment)

	A Shares		C Shares		I Shares
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)

	A Shares		C Shares		I Shares
Management Fees		0.96%		0.96%		0.96%
Distribution (12b-1) Fees		0.30%		1.00%		None
Other Expenses		0.09%		0.08%		0.08%
Total Annual Fund Operating Expenses		1.35%		2.04%		1.04%

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	$	706	$	980	$	1,275	$	2,112
C Shares	$	308	$	641	$	1,101	$	2,377
I Shares	$	106	$	332	$	575	$	1,276

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

	1 Year		3 Years		5 Years		10 Years
A Shares	$	706	$	980	$	1,275	$	2,112
C Shares	$	208	$	641	$	1,101	$	2,377
I Shares	$	106	$	332	$	575	$	1,276

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 170% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in U.S.-traded equity securities of mid-capitalization companies. U.S.-traded equity securities may include American Depositary Receipts (“ADRs”). Ceredex Value Advisors LLC (“Ceredex” or the “Subadviser”) considers mid-capitalization companies to be companies with market capitalizations similar to those of companies in the Russell Midcap^® Value Index. As of July 1, 2011, the market capitalization range of companies in the Russell Midcap^® Value Index was between approximately $519.1 million and $17.8 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

Value Funds   5

MID-CAP VALUE EQUITY FUND

Fund generally pay dividends at the time of purchase or are expected to pay dividends soon after their purchase.

Principal Investment Risks

You may lose money if you invest in the Fund. 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.

Equity Securities Risk: The price of equity securities fluctuates from time to time based on changes in a company’s financial condition or overall market and economic conditions. As a result, the value of the Fund’s equity securities may fluctuate drastically from day to day.

Mid-Capitalization Companies Risk: 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 large-capitalization companies. Mid-capitalization companies may be newer or less established and may have limited resources, products and markets, and less liquid.

Value Investing Risk: “Value” investing attempts to identify strong companies whose stocks are selling at a discount from their perceived true worth. It is subject to the risk that the stocks’ intrinsic values may never be fully recognized or realized by the market, their prices may go down, or that stocks judged to be undervalued may actually be appropriately priced.

ADR Risk: The Fund may invest in ADRs, which are depositary receipts issued in registered form by a U.S. bank or trust company evidencing ownership of underlying securities issued by a foreign company. Investments in ADRs involve risks similar to those accompanying direct investments in foreign securities. These include the risk that political and economic events unique to a country or region will affect those markets and their issuers.

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 (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
24.79%	-23.38%
(9/30/09)	(12/31/08)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 5.72%.

6  Value Funds

MID-CAP VALUE EQUITY FUND

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

					Since
					Inception of		Since
	1 Year		5 Years		A Shares*		Inception**
A Shares Returns Before Taxes		27.22%		9.15%		11.86%		N/A
C Shares Returns Before Taxes		26.44%		8.40%		N/A		8.24%
I Shares Returns Before Taxes		27.66%		9.49%		N/A		9.17%
I Shares Returns After Taxes on Distributions		25.21%		6.73%		N/A		7.26%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		18.40%		6.73%		N/A		7.05%
Russell Midcap® Value Index (reflects no deduction for fees, expenses or taxes)		24.75%		4.08%		9.12%		9.13%

*	Since inception of the A Shares on October 27, 2003.
**	Since inception of the C Shares and I Shares on November 30, 2001.

After-tax returns are calculated using the historical highest individual U.S. 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 (“IRAs”). After-tax returns are shown for only the I Shares. After-tax returns for other share classes will vary.

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser (the “Adviser”). Ceredex Value Advisors LLC is the Fund’s Subadviser.

Portfolio Management

Mr. Don Wordell, CFA, Managing Director of Ceredex, 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. 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 share class are shown below, although these minimums may be reduced or waived in some cases.

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

Subsequent investments in A or C Shares must be made in amounts of at least $1,000. The Fund may accept investments of smaller amounts for either class of shares at its discretion. There are no minimums for subsequent investments in I 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 IRA.

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 website for more information.

Value Funds   7

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 to provide capital appreciation. As a secondary goal, the Fund also seeks to provide 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 44 of the Fund’s prospectus and Rights of Accumulation on page 45 of the Fund’s statement of additional information.

Shareholder Fees
(fees paid directly from your investment)

	A Shares		C Shares		I Shares
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)

	A Shares		C Shares		I Shares
Management Fees		1.13%		1.13%		1.13%
Distribution (12b-1) Fees		0.30%		1.00%		None
Other Expenses		0.09%		0.08%		0.08%
Total Annual Fund Operating Expenses		1.52%		2.21%		1.21%

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	$	722	$	1,030	$	1,359	$	2,290
C Shares	$	325	$	693	$	1,188	$	2,553
I Shares	$	124	$	385	$	667	$	1,472

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

	1 Year		3 Years		5 Years		10 Years
A Shares	$	722	$	1,030	$	1,359	$	2,290
C Shares	$	225	$	693	$	1,188	$	2,553
I Shares	$	124	$	385	$	667	$	1,472

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 72% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in U.S.-traded equity securities of small-capitalization companies. U.S.-traded equity securities may include American Depositary Receipts (“ADRs”). Ceredex Value Advisors LLC (“Ceredex” or the “Subadviser”) considers small-capitalization 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, 2011, the market capitalization range of companies in the Russell 2000^® Value Index was between approximately $31.3 million and $3.1 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.

8  Value Funds

SMALL CAP VALUE EQUITY FUND

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.

Principal Investment Risks

You may lose money if you invest in the Fund. 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.

Equity Securities Risk: The price of equity securities fluctuates from time to time based on changes in a company’s financial condition or overall market and economic conditions. As a result, the value of the Fund’s equity securities may fluctuate drastically from day to day.

Small-Capitalization Companies Risk: Small-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 mid- or large-capitalization companies. Small-capitalization companies may be newer or less established and may have limited resources, products and markets, and less liquid.

Value Investing Risk: “Value” investing attempts to identify strong companies whose stocks are selling at a discount from their perceived true worth. It is subject to the risk that the stocks’ intrinsic values may never be fully recognized or realized by the market, their prices may go down, or that stocks judged to be undervalued may actually be appropriately priced.

ADR Risk: The Fund may invest in ADRs, which are depositary receipts issued in registered form by a U.S. bank or trust company evidencing ownership of underlying securities issued by a foreign company. Investments in ADRs involve risks similar to those accompanying direct investments in foreign securities. These include the risk that political and economic events unique to a country or region will affect those markets and their issuers.

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 (before and after taxes) does not indicate how the Fund will perform in the future. A Shares were offered beginning on October 9, 2003. Performance prior to October 9, 2003, with respect to A Shares, is that of I Shares of the Fund, and has not been adjusted to reflect A Share expenses. If it had been, performance would have been lower. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
19.65%	-26.62%
(9/30/09)	(12/31/08)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 7.78%.

Value Funds   9

SMALL CAP VALUE EQUITY FUND

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

	1 Year		5 Years		10 Years
A Shares Returns Before Taxes		28.38%		6.85%		12.27%
C Shares Returns Before Taxes		27.36%		6.49%		11.73%
I Shares Returns Before Taxes		28.79%		7.15%		12.52%
I Shares Returns After Taxes on Distributions		28.53%		4.89%		10.77%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		19.00%		5.50%		10.69%
Russell 2000® Value Index (reflects no deduction for fees, expenses or taxes)		24.50%		3.52%		8.42%

After-tax returns are calculated using the historical highest individual U.S. 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 (“IRAs”). After-tax returns are shown for only the I Shares. After-tax returns for other share classes will vary.

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser (the “Adviser”). Ceredex Value Advisors LLC is the Fund’s Subadviser.

Portfolio Management

Mr. Brett Barner, CFA, Managing Director of Ceredex, 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. 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 share class are shown below, although these minimums may be reduced or waived in some cases.

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

Subsequent investments in A or C Shares must be made in amounts of at least $1,000. The Fund may accept investments of smaller amounts for either class of shares at its discretion. There are no minimums for subsequent investments in I 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 IRA.

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 website for more information.

10  Growth Funds

LARGE CAP CORE GROWTH STOCK FUND

Summary Section

A Shares, C Shares and I Shares

Investment Objective

The Large Cap Core Growth Stock Fund (formerly, the Large Cap Core Equity Fund) (the “Fund”) seeks to provide long-term capital appreciation. As a secondary goal, the Fund also seeks to provide 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 44 of the Fund’s prospectus and Rights of Accumulation on page 45 of the Fund’s statement of additional information.

Shareholder Fees
(fees paid directly from your investment)

	A Shares		C Shares		I Shares
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)

	A Shares		C Shares		I Shares
Management Fees		0.85%		0.85%		0.85%
Distribution (12b-1) Fees		0.25%		1.00%		None
Other Expenses		0.08%		0.08%		0.08%
Total Annual Fund Operating Expenses		1.18%		1.93%		0.93%

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	$	689	$	930	$	1,189	$	1,930
C Shares	$	296	$	608	$	1,045	$	2,262
I Shares	$	95	$	297	$	516	$	1,148

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

	1 Year		3 Years		5 Years		10 Years
A Shares	$	689	$	930	$	1,189	$	1,930
C Shares	$	196	$	608	$	1,045	$	2,262
I Shares	$	95	$	297	$	516	$	1,148

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 136% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in common stocks and other U.S.-traded equity securities of large-capitalization companies. U.S.-traded equity securities may include American Depositary Receipts (“ADRs”). Silvant Capital Management LLC (“Silvant” or the “Subadviser”) considers large-capitalization companies to be companies with market capitalizations similar to those of companies in the S&P 500 Index. As of July 1, 2011, the market capitalization range of companies in the S&P 500 Index was between approximately $1.4 billion and $400.9 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

Growth Funds   11

LARGE CAP CORE GROWTH STOCK FUND

the portfolio of stocks it believes has the best current risk/return characteristics. In selecting investments for purchase, the Subadviser seeks companies with strong current earnings, growth in revenue, improving profitability, strong balance sheets, strong current and projected business fundamentals, and reasonable valuation. The Subadviser’s approach attempts to identify a well-defined “investment thesis” (why it believes the company’s current expectations will be increased over the next 3 to 18 months) based on competitive positioning, business model, and potential catalysts and risks. 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 in executing a very disciplined and objective investment process and controlling risk through a broadly diversified portfolio.

Principal Investment Risks

You may lose money if you invest in the Fund. 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.

Equity Securities Risk: The price of equity securities fluctuates from time to time based on changes in a company’s financial condition or overall market and economic conditions. As a result, the value of the Fund’s equity securities may fluctuate drastically from day to day.

Growth Stock Risk: “Growth” stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks. “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-Capitalization Companies 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 small-capitalization companies.

ADR Risk: The Fund may invest in ADRs, which are depositary receipts issued in registered form by a U.S. bank or trust company evidencing ownership of underlying securities issued by a foreign company. Investments in ADRs involve risks similar to those accompanying direct investments in foreign securities. These include the risk that political and economic events unique to a country or region will affect those markets and their issuers.

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 (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
15.73%	-22.03%
(6/30/09)	(12/31/08)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 3.77%.

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

	1 Year		5 Years		10 Years
A Shares Returns Before Taxes		9.78%		0.68%		2.11%
C Shares Returns Before Taxes		8.89%		-0.07%		1.35%
I Shares Returns Before Taxes		10.01%		0.94%		2.35%
I Shares Returns After Taxes on Distributions		9.85%		0.15%		1.72%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		6.70%		0.76%		1.92%
S&P 500 Index (reflects no deduction for fees, expenses or taxes)		15.06%		2.29%		1.41%

12  Growth Funds

LARGE CAP CORE GROWTH STOCK FUND

After-tax returns are calculated using the historical highest individual U.S. 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 (“IRAs”). After-tax returns are shown for only the I Shares. After-tax returns for other share classes will vary.

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser (the “Adviser”). Silvant Capital Management LLC is the Fund’s Subadviser.

Portfolio Management

Mr. Christopher Guinther, President and Chief Investment Officer of Silvant, Mr. Joe Ransom, CFA, and Mr. Michael A. Sansoterra, each a Managing Director of Silvant, and Mr. Sandeep Bhatia, PhD, CFA, Director of Silvant, have co-managed the Fund since February 2011.

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 share class are shown below, although these minimums may be reduced or waived in some cases.

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

Subsequent investments in A or C Shares must be made in amounts of at least $1,000. The Fund may accept investments of smaller amounts for either class of shares at its discretion. There are no minimums for subsequent investments in I 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 IRA.

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 website for more information.

Growth Funds   13

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 to provide 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 44 of the Fund’s prospectus and Rights of Accumulation on page 45 of the Fund’s statement of additional information.

Shareholder Fees
(fees paid directly from your investment)

	A Shares		C Shares		I Shares
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)

	A Shares		C Shares		I Shares
Management Fees		0.97%		0.97%		0.97%
Distribution (12b-1) Fees		0.30%		1.00%		None
Other Expenses		0.09%		0.09%		0.09%
Total Annual Fund Operating Expenses		1.36%		2.06%		1.06%

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	$	707	$	983	$	1,280	$	2,123
C Shares	$	310	$	648	$	1,112	$	2,398
I Shares	$	108	$	338	$	586	$	1,299

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

	1 Year		3 Years		5 Years		10 Years
A Shares	$	707	$	983	$	1,280	$	2,123
C Shares	$	210	$	648	$	1,112	$	2,398
I Shares	$	108	$	338	$	586	$	1,299

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 30% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in common stocks and other U.S.-traded equity securities of large-capitalization companies. U.S.-traded equity securities may include American Depositary Receipts (“ADRs”). Silvant Capital Management LLC (“Silvant” or the “Subadviser”) considers large-capitalization companies to be companies with market capitalizations similar to those of companies in the Russell 1000^® Growth Index. As of July 1, 2011, the market capitalization range of companies in the Russell 1000^® Growth Index was between approximately $706.3 million and $400.9 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

14  Growth Funds

LARGE CAP GROWTH STOCK FUND

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.

Principal Investment Risks

You may lose money if you invest in the Fund. 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.

Equity Securities Risk: The price of equity securities fluctuates from time to time based on changes in a company’s financial condition or overall market and economic conditions. As a result, the value of the Fund’s equity securities may fluctuate drastically from day to day.

Growth Stock Risk: “Growth” stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks. “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-Capitalization Companies 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 small-capitalization companies.

ADR Risk: The Fund may invest in ADRs, which are depositary receipts issued in registered form by a U.S. bank or trust company evidencing ownership of underlying securities issued by a foreign company. Investments in ADRs involve risks similar to those accompanying direct investments in foreign securities. These include the risk that political and economic events unique to a country or region will affect those markets and their issuers.

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 (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
14.85%	-21.73%
(9/30/09)	(12/31/08)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 7.75%.

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

	1 Year		5 Years		10 Years
A Shares Returns Before Taxes		19.93%		3.81%		0.59%
C Shares Returns Before Taxes		18.96%		3.07%		0.00%
I Shares Returns Before Taxes		20.27%		4.12%		1.06%
I Shares Returns After Taxes on Distributions		20.25%		3.13%		0.40%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		13.19%		3.48%		0.83%
Russell 1000® Growth Index (reflects no deduction for fees, expenses or taxes)		16.71%		3.75%		0.02%

After-tax returns are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state and local

Growth Funds   15

LARGE CAP GROWTH STOCK FUND

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 (“IRAs”). After-tax returns are shown for only the I Shares. After-tax returns for other share classes will vary.

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser (the “Adviser”). Silvant Capital Management LLC is the Fund’s Subadviser.

Portfolio Management

Mr. Christopher Guinther, President and Chief Investment Officer of Silvant, and Mr. Michael A. Sansoterra, Managing Director of Silvant, have co-managed the Fund since 2007. In addition to Messrs. Guinther and Sansoterra, Mr. Joe Ransom, CFA, Managing Director of Silvant, and Mr. Sandeep Bhatia, PhD, CFA, Director of Silvant, have co-managed the Fund since February 2011.

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 share class are shown below, although these minimums may be reduced or waived in some cases.

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

Subsequent investments in A or C Shares must be made in amounts of at least $1,000. The Fund may accept investments of smaller amounts for either class of shares at its discretion. There are no minimums for subsequent investments in I 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 IRA.

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 website for more information.

16  Growth Funds

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 to provide 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 44 of the Fund’s prospectus and Rights of Accumulation on page 45 of the Fund’s statement of additional information.

Shareholder Fees
(fees paid directly from your investment)

	A Shares		C Shares		I Shares
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)

	A Shares		C Shares		I Shares
Management Fees		0.85%		0.85%		0.85%
Distribution (12b-1) Fees		0.30%		1.00%		None
Other Expenses		0.14%		0.14%		0.14%
Total Annual Fund Operating Expenses		1.29%		1.99%		0.99%

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	$	700	$	962	$	1,244	$	2,048
C Shares	$	303	$	626	$	1,076	$	2,325
I Shares	$	101	$	316	$	548	$	1,218

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

	1 Year		3 Years		5 Years		10 Years
A Shares	$	700	$	962	$	1,244	$	2,048
C Shares	$	203	$	626	$	1,076	$	2,325
I Shares	$	101	$	316	$	548	$	1,218

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 72% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in common stocks and other U.S.-traded equity securities of large-capitalization companies. U.S.-traded equity securities may include American Depositary Receipts (“ADRs”). Silvant Capital Management LLC (“Silvant” or the “Subadviser”) considers large-capitalization companies to be companies with market capitalizations similar to those of companies in the Russell 1000^® Growth Index. As of July 1, 2011, the market capitalization range of companies in the Russell 1000^® Growth Index was between approximately $706.3 million and $400.9 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

Growth Funds   17

SELECT LARGE CAP GROWTH STOCK FUND

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.

Principal Investment Risks

You may lose money if you invest in the Fund. 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.

Equity Securities Risk: The price of equity securities fluctuates from time to time based on changes in a company’s financial condition or overall market and economic conditions. As a result, the value of the Fund’s equity securities may fluctuate drastically from day to day.

Growth Stock Risk: “Growth” stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks. “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-Capitalization Companies 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 small-capitalization companies.

ADR Risk: The Fund may invest in ADRs, which are depositary receipts issued in registered form by a U.S. bank or trust company evidencing ownership of underlying securities issued by a foreign company. Investments in ADRs involve risks similar to those accompanying direct investments in foreign securities. These include the risk that political and economic events unique to a country or region will affect those markets and their issuers.

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.

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 (before and after taxes) does not indicate how the Fund will perform in the future. A Shares were offered beginning October 14, 2003. Performance prior to October 14, 2003 with respect to the A Shares is that of I Shares of the Fund, and has not been adjusted to reflect A Share expenses. If it had been, performance would have been lower. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
13.55%	-20.29%
(9/30/10)	(12/31/08)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 4.44%.

18  Growth Funds

SELECT LARGE CAP GROWTH STOCK FUND

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

	1 Year		5 Years		10 Years
A Shares Returns Before Taxes		15.36%		3.91%		0.17%
C Shares Returns Before Taxes		14.58%		3.17%		-0.63%
I Shares Returns Before Taxes		15.68%		4.21%		0.39%
I Shares Returns After Taxes on Distributions		15.68%		4.18%		0.37%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		10.19%		3.61%		0.33%
Russell 1000® Growth Index (reflects no deduction for fees, expenses or taxes)		16.71%		3.75%		0.02%

After-tax returns are calculated using the historical highest individual U.S. 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 (“IRAs”). After-tax returns are shown for only the I Shares. After-tax returns for other share classes will vary.

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser (the “Adviser”). Silvant Capital Management LLC is the Fund’s Subadviser.

Portfolio Management

Mr. Christopher Guinther, President and Chief Investment Officer of Silvant, and Mr. Michael A. Sansoterra and Mr. Joe Ransom, CFA, each a Managing Director of Silvant, have co-managed the Fund since 2007. In addition to Messrs. Guinther, Sansoterra and Ransom, Mr. Sandeep Bhatia, PhD, CFA, Director of Silvant, has co-managed the Fund since February 2011.

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 share class are shown below, although these minimums may be reduced or waived in some cases.

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

Subsequent investments in A or C Shares must be made in amounts of at least $1,000. The Fund may accept investments of smaller amounts for either class of shares at its discretion. There are no minimums for subsequent investments in I 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 IRA.

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 website for more information.

Growth Funds   19

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 to provide 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 44 of the Fund’s prospectus and Rights of Accumulation on page 45 of the Fund’s statement of additional information.

Shareholder Fees
(fees paid directly from your investment)

	A Shares		C Shares		I Shares
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)

	A Shares		C Shares		I Shares
Management Fees		1.15%		1.15%		1.15%
Distribution (12b-1) Fees		0.30%		1.00%		None
Other Expenses		0.08%		0.08%		0.08%
Total Annual Fund Operating Expenses		1.53%		2.23%		1.23%

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	$	723	$	1,033	$	1,364	$	2,301
C Shares	$	327	$	699	$	1,199	$	2,574
I Shares	$	126	$	391	$	677	$	1,494

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

	1 Year		3 Years		5 Years		10 Years
A Shares	$	723	$	1,033	$	1,364	$	2,301
C Shares	$	227	$	699	$	1,199	$	2,574
I Shares	$	126	$	391	$	677	$	1,494

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 112% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in U.S.-traded equity securities of small-capitalization companies. U.S.-traded equity securities may include American Depositary Receipts (“ADRs”). Silvant Capital Management LLC (“Silvant” or the “Subadviser”) considers small-capitalization companies to be companies with market capitalizations similar to those of companies in the Russell 2000^® Growth Index. As of July 1, 2011, the market capitalization range of companies in the Russell 2000^® Growth Index was between approximately $31.3 million and $3.1 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

20  Growth Funds

SMALL CAP GROWTH STOCK FUND

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.

Principal Investment Risks

You may lose money if you invest in the Fund. 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.

Equity Securities Risk: The price of equity securities fluctuates from time to time based on changes in a company’s financial condition or overall market and economic conditions. As a result, the value of the Fund’s equity securities may fluctuate drastically from day to day.

Growth Stock Risk: “Growth” stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks. “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.

Small-Capitalization Companies Risk: Small-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 mid- or large-capitalization companies. Small-capitalization companies may be newer or less established and may have limited resources, products and markets, and less liquid.

ADR Risk: The Fund may invest in ADRs, which are depositary receipts issued in registered form by a U.S. bank or trust company evidencing ownership of underlying securities issued by a foreign company. Investments in ADRs involve risks similar to those accompanying direct investments in foreign securities. These include the risk that political and economic events unique to a country or region will affect those markets and their issuers.

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 (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
24.19%	-28.61%
(6/30/03)	(12/31/08)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 11.31%.

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

	1 Year		5 Years		10 Years
A Shares Returns Before Taxes		23.66%		1.61%		4.33%
C Shares Returns Before Taxes		22.81%		0.91%		3.62%
I Shares Returns Before Taxes		24.01%		1.91%		4.67%
I Shares Returns After Taxes on Distributions		24.01%		0.48%		3.52%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		15.61%		1.31%		3.77%
Russell 2000® Growth Index (reflects no deduction for fees, expenses or taxes)		29.09%		5.30%		3.78%

After-tax returns are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state and local

Growth Funds   21

SMALL CAP GROWTH STOCK FUND

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 (“IRAs”). After-tax returns are shown for only the I Shares. After-tax returns for other share classes will vary.

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser (the “Adviser”). Silvant Capital Management LLC is the Fund’s Subadviser.

Portfolio Management

Mr. Christopher Guinther, President and Chief Investment Officer of Silvant, and Mr. Michael A. Sansoterra, Managing Director of Silvant, have co-managed the Fund since 2007. In addition to Messrs. Guinther and Sansoterra, Mr. Joe Ransom, CFA, Managing Director of Silvant, and Mr. Sandeep Bhatia, PhD, CFA, Director of Silvant, have co-managed the Fund since February 2011.

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 share class are shown below, although these minimums may be reduced or waived in some cases.

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

Subsequent investments in A or C Shares must be made in amounts of at least $1,000. The Fund may accept investments of smaller amounts for either class of shares at its discretion. There are no minimums for subsequent investments in I 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 IRA.

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 website for more information.

22  Growth Funds

AGGRESSIVE GROWTH STOCK FUND

Summary Section

A Shares and I Shares

Investment Objective

The Aggressive Growth Stock Fund (the “Fund”) seeks to provide 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 44 of the Fund’s prospectus and Rights of Accumulation on page 45 of the Fund’s statement of additional information.

Shareholder Fees
(fees paid directly from your investment)

	A Shares		I Shares
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)

	A Shares		I Shares
Management Fees		1.10%		1.10%
Distribution (12b-1) Fees		0.30%		None
Other Expenses		0.09%		0.09%
Total Annual Fund Operating Expenses		1.49%		1.19%

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	$	719	$	1,021	$	1,345	$	2,259
I Shares	$	121	$	379	$	656	$	1,449

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 53% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) 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 invest a portion of its assets in non-U.S. issued securities.

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 (“Zevenbergen” or 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.

Principal Investment Risks

You may lose money if you invest in the Fund. 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.

Equity Securities Risk: The price of equity securities fluctuates from time to time based on changes in a company’s financial condition or overall market and

Growth Funds   23

AGGRESSIVE GROWTH STOCK FUND

economic conditions. As a result, the value of the Fund’s equity securities may fluctuate drastically from day to day.

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.

Growth Stock Risk: “Growth” stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks. “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.

Small- and Mid-Capitalization Companies 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 large-capitalization companies. Small- and mid-capitalization companies may be newer or less established and may have limited resources, products and markets, and less liquid.

Large-Capitalization Companies 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 small-capitalization companies.

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. 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.

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 (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
23.29%	-27.98%
(6/30/09)	(12/31/08)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 6.76%.

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

					Since
					Inception on
	1 Year		5 Years		February 23, 2004
A Shares Returns Before Taxes		21.46%		6.55%		6.74%
I Shares Returns Before Taxes		21.71%		6.85%		7.06%
I Shares Returns After Taxes on Distributions		21.71%		6.67%		6.93%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		14.11%		5.88%		6.13%
Russell 3000® Growth Index (reflects no deduction for fees, expenses or taxes)		17.64%		3.88%		4.24%

24  Growth Funds

AGGRESSIVE GROWTH STOCK FUND

After-tax returns are calculated using the historical highest individual U.S. 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 (“IRAs”). After-tax returns are shown for only the I Shares. After-tax returns for other share classes will vary.

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser (the “Adviser”). Zevenbergen Capital Investments LLC is the Fund’s Subadviser.

Portfolio Management

Ms. Nancy Zevenbergen, CFA, CIC, President and Chief Investment Officer of Zevenbergen, and Ms. Brooke de Boutray, CFA, CIC, and Ms. Leslie Tubbs, CFA, CIC, each a Managing Director, Portfolio Manager and Analyst of Zevenbergen, have 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 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 share class are shown below, although these minimums may be reduced or waived in some cases.

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

Subsequent investments in A Shares must be made in amounts of at least $1,000. The Fund may accept investments of smaller amounts at its discretion. There are no minimums for subsequent investments in I 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 IRA.

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 website for more information.

Growth Funds   25

EMERGING GROWTH STOCK FUND

Summary Section

A Shares and I Shares

Investment Objective

The Emerging Growth Stock Fund (the “Fund”) seeks to provide 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 44 of the Fund’s prospectus and Rights of Accumulation on page 45 of the Fund’s statement of additional information.

Shareholder Fees
(fees paid directly from your investment)

	A Shares		I Shares
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)

	A Shares		I Shares
Management Fees		1.10%		1.10%
Distribution (12b-1) Fees		0.30%		None
Other Expenses		0.34%		0.34%
Total Annual Fund Operating Expenses		1.74%		1.44%
Fee Waivers and/or Expense Reimbursements(1)		(0.20)%		(0.20)%
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements		1.54%		1.24%

(1)  The Adviser and Subadviser have contractually agreed to waive fees and reimburse expenses until at least August 1, 2012 in order to keep Total Annual Fund Operating Expenses (excluding, as applicable, 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 A and I Shares, respectively. This agreement shall terminate upon the termination of the Investment Advisory Agreement between RidgeWorth Funds and the Adviser, or it may be terminated upon written notice to the Adviser by RidgeWorth Funds.

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	$	724	$	1,075	$	1,450	$	2,501
I Shares	$	127	$	437	$	770	$	1,713

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 133% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) 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 (“Zevenbergen” or 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 June 24, 2011, the highest capitalization of a company in the Russell Midcap^® Growth Index was approximately $17.2 billion. The Subadviser emphasizes initial investment in companies with market capitalizations

26  Growth Funds

EMERGING GROWTH STOCK FUND

of $5 billion or less. The Fund may also invest a portion of its assets in non-U.S. issued securities.

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.

Principal Investment Risks

You may lose money if you invest in the Fund. 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.

Equity Securities Risk: The price of equity securities fluctuates from time to time based on changes in a company’s financial condition or overall market and economic conditions. As a result, the value of the Fund’s equity securities may fluctuate drastically from day to day.

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.

Growth Stock Risk: “Growth” stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks. “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.

Small- and Mid-Capitalization Companies 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 large-capitalization companies. Small- and mid-capitalization companies may be newer or less established and may have limited resources, products and markets, and less liquid.

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. 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.

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 (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
29.24%	-35.52
(6/30/09)	(12/31/08)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 12.43%.

Growth Funds   27

EMERGING GROWTH STOCK FUND

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

					Since
					Inception on
	1 Year		5 Years		February 23, 2004
A Shares Returns Before Taxes		30.92%		6.88%		6.85%
I Shares Returns Before Taxes		31.22%		7.18%		7.18%
I Shares Returns After Taxes on Distributions		31.22%		6.48%		6.66%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		20.29%		5.86%		6.00%
Russell Midcap® Growth Index (reflects no deduction for fees, expenses or taxes)		26.38%		4.88%		7.00%

After-tax returns are calculated using the historical highest individual U.S. 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 (“IRAs”). After-tax returns are shown for only the I Shares. After-tax returns for other share classes will vary.

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser (the “Adviser”). Zevenbergen Capital Investments LLC is the Fund’s Subadviser.

Portfolio Management

Ms. Nancy Zevenbergen, CFA, CIC, President and Chief Investment Officer of Zevenbergen and Ms. Brooke de Boutray, CFA, CIC, and Ms. Leslie Tubbs, CFA, CIC, each a Managing Director, Portfolio Manager and Analyst of Zevenbergen, have 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 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 share class are shown below, although these minimums may be reduced or waived in some cases.

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

Subsequent investments in A Shares must be made in amounts of at least $1,000. The Fund may accept investments of smaller amounts at its discretion. There are no minimums for subsequent investments in I 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 IRA.

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 website for more information.

28  International Funds

INTERNATIONAL EQUITY FUND

Summary Section

A Shares and I Shares

Investment Objective

The International Equity Fund (the “Fund”) seeks to provide 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 44 of the Fund’s prospectus and Rights of Accumulation on page 45 of the Fund’s statement of additional information.

Shareholder Fees
(fees paid directly from your investment)

	A Shares		I Shares
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)

	A Shares		I Shares
Management Fees		1.15%		1.15%
Distribution (12b-1) Fees		0.30%		None
Other Expenses		0.12%		0.12%
Total Annual Fund Operating Expenses		1.57%		1.27%

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	$	731	$	1,050	$	1,391	$	2,349
I Shares	$	130	$	405	$	701	$	1,541

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 80% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) 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 (“Certium” or 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.

Principal Investment Risks

You may lose money if you invest in the Fund. 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.

Equity Securities Risk: The price of equity securities fluctuates from time to time based on changes in a company’s financial condition or overall market and

International Funds   29

INTERNATIONAL EQUITY FUND

economic conditions. As a result, the value of the Fund’s equity securities may fluctuate drastically from day to day.

Small-Capitalization Companies Risk: Small-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 mid- or large-capitalization companies. Small-capitalization companies may be newer or less established and may have limited resources, products and markets, and less liquid.

Large-Capitalization Companies 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 small-capitalization companies.

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. 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.

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

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 (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
30.56%	-25.93%
(6/30/09)	(12/31/08)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 6.82%.

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

	1 Year		5 Years		10 Years
A Shares Returns Before Taxes		7.97%		1.59%		2.94%
I Shares Returns Before Taxes		8.30%		1.89%		3.28%
I Shares Returns After Taxes on Distributions		7.82%		0.98%		2.70%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		5.82%		1.54%		2.73%
MSCI EAFE Index (reflects no deduction for fees, expenses or taxes)		7.75%		2.46%		3.50%

After-tax returns are calculated using the historical highest individual U.S. federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on

30  International Funds

INTERNATIONAL EQUITY FUND

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 (“IRAs”). After-tax returns are shown for only the I Shares. After-tax returns for other share classes will vary.

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser (the “Adviser”). Certium Asset Management LLC is the Fund’s Subadviser.

Portfolio Management

Mr. Chad Deakins, CFA, President and Chief Investment Officer of Certium, has managed the Fund since 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 amounts for each share class are shown below, although these minimums may be reduced or waived in some cases.

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

Subsequent investments in A Shares must be made in amounts of at least $1,000. The Fund may accept investments of smaller amounts at its discretion. There are no minimums for subsequent investments in I 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 IRA.

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 website for more information.

International Funds   31

INTERNATIONAL EQUITY INDEX FUND

Summary Section

A Shares and I Shares

Investment Objective

The International Equity Index Fund (the “Fund”) seeks to provide 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 44 of the Fund’s prospectus and Rights of Accumulation on page 45 of the Fund’s statement of additional information.

Shareholder Fees
(fees paid directly from your investment)

	A Shares		I Shares
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)

	A Shares		I Shares
Management Fees		0.49%		0.49%
Distribution (12b-1) Fees		0.30%		None
Other Expenses		0.13%		0.17%
Acquired Fund Fees and Expenses(1)		0.11%		0.11%
Total Annual Fund Operating Expenses		1.03%		0.77%

(1)  “Acquired Fund Fees and Expenses” reflect the Fund’s pro rata share of the fees and expenses incurred by investing in other investment companies. The impact of Acquired Fund Fees and Expenses is included in the total returns of the Fund. Acquired Fund Fees and Expenses are not used to calculate the Fund’s net asset value per share (“NAV”) and are not included in the calculation of the ratio of expenses to average net assets shown in the Financial Highlights section of the Fund’s prospectus.

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	$	677	$	888	$	1,116	$	1,769
I Shares	$	79	$	247	$	429	$	957

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 43% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) 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 (“Certium” or 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.

Principal Investment Risks

You may lose money if you invest in the Fund. 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.

32  International Funds

INTERNATIONAL EQUITY INDEX FUND

Equity Securities Risk: The price of equity securities fluctuates from time to time based on changes in a company’s financial condition or overall market and economic conditions. As a result, the value of the Fund’s equity securities may fluctuate drastically from day to day.

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. 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.

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.

Small- and Mid-Capitalization Companies 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 large-capitalization companies. Small- and mid-capitalization companies may be newer or less established and may have limited resources, products and markets, and less liquid.

Large-Capitalization Companies 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 small-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.

Tracking Error Risk: Because the Subadviser employs a representative sampling strategy to track the performance of the Index, the Fund’s return may not match or achieve a high degree of correlation with the return of the Index due to operating expenses, transaction costs, cash flows, regulatory requirements and operational inefficiencies.

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 (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
24.69%	-21.58%
(6/30/09)	(12/31/08)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 7.25%.

International Funds   33

INTERNATIONAL EQUITY INDEX FUND

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

	1 Year		5 Years		10 Years
A Shares Returns Before Taxes		2.39%		0.73%		2.20%
I Shares Returns Before Taxes		2.67%		1.00%		2.56%
I Shares Returns After Taxes on Distributions		2.40%		0.35%		2.10%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		2.52%		0.68%		2.06%
MSCI EAFE GDP Weighted Index Net Dividend (reflects no deduction for fees, expenses or taxes)		3.14%		1.31%		3.35%

After-tax returns are calculated using the historical highest individual U.S. 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 (“IRAs”). After-tax returns are shown for only the I Shares. After-tax returns for other share classes will vary.

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser (the “Adviser”). Certium Asset Management LLC is the Fund’s Subadviser.

Portfolio Management

Mr. Chad Deakins, CFA, President and Chief Investment Officer of Certium, has co-managed the Fund since 2005, after managing the Fund since 1999. Mr. Matthew Welden, Director of Certium, 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 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 share class are shown below, although these minimums may be reduced or waived in some cases.

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

Subsequent investments in A Shares must be made in amounts of at least $1,000. The Fund may accept investments of smaller amounts at its discretion. There are no minimums for subsequent investments in I Shares.

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 IRA.

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 Fund’s 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 website for more information.

34 

MORE INFORMATION ABOUT RISK

More Information About Risk

Emerging Markets Risk

International Equity Fund
International Equity Index 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 Securities Risk

All Funds

Equity securities include public and privately issued equity securities, common and preferred stocks, warrants, rights to subscribe to common stock and convertible securities. 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 Funds

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.

Foreign Securities Risk

All Funds

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. 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. These risks are increased for investments in emerging markets.

Additional Risks of Foreign Securities:

•  Political and Economic Risks. Foreign investments may be subject to heightened political and economic risks, particularly in countries with emerging economies and securities markets, which may have relatively unstable governments and economies based on only a few industries. In some countries, there is the risk that the government could seize or nationalize companies, impose additional withholding taxes on dividends or interest income payable on securities, impose exchange controls or adopt other restrictions that could affect the Fund’s investments.

•  Regulatory Risk. Foreign companies not publicly traded in the U.S. are not subject to accounting and financial reporting standards and requirements comparable to those that U.S. companies must meet. In addition, there may be less information publicly available about such companies.

35

MORE INFORMATION ABOUT RISK

•  Foreign Tax Risk. A Fund’s income from foreign issuers may be subject to non-U.S. withholding taxes. A Fund may also be subject to taxes on trading profits or on transfers of securities in some countries. To the extent foreign income taxes are paid by a Fund, shareholders may be entitled to a credit or deduction for U.S. tax purposes.

•  Transaction Costs. The costs of buying and selling foreign securities including brokerage, tax and custody costs are generally higher than those for domestic transactions.

•  Custody/Sub-Custody Risk. Custody risk refers to the risks inherent in the process of clearing and settling trades and to the holding of securities by local banks, agents and depositories. The Fund may invest in markets where custodial and/or settlement systems are not full developed. There may be very limited regulatory oversight of certain foreign banks or securities depositories that hold foreign securities and foreign currencies. The laws of certain countries may limit the ability to recover such assets if the a foreign bank or depository, or an agent of the bank or depository, goes bankrupt and the assets of the Fund may be exposed to risk in circumstances where the custodian/sub-custodian or Adviser will have no liability. In addition, the inability of the Fund to make its intended securities purchases due to settlement issues with the custodian/sub-custodian could cause the Fund to miss attractive investment opportunities.

•  Currency Risk. 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-Capitalization Companies Risk

Large Cap Value Equity Fund
Mid-Cap Value Equity Fund
Large Cap Core Growth Stock Fund
Large Cap Growth Stock Fund
Select Large Cap Growth Stock Fund
Aggressive Growth Stock Fund
International Equity Fund
International Equity Index 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.

Geographic Risk

International Equity Fund
International Equity Index Fund

To the extent that a Fund’s investments are concentrated in a specific geographic region, the 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.

Securities Lending Risk

All Funds

A Fund may lend securities to approved borrowers, such as broker-dealers, to earn additional income. Securities lending 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 recall the security timely, 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 and it, therefore, may give up voting rights. 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. The Fund will, however, be entitled to receive income with respect to the collateral received in connection with the Fund’s securities lending activities and invested by the Fund.

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MORE INFORMATION ABOUT INDICES

Small- and Mid-Capitalization Companies Risk

All Funds

Small- and mid-capitalization companies may be either established or newer companies. Small-capitalization 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, particularly those companies that have been in operation for less than three years. Small-capitalization 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 proportion 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

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 or Subadviser 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 Subadviser’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 Subadviser 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, 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.

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.

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.

Morgan Stanley Capital International Europe Australasia and Far East (“MSCI EAFE”) Index 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.

MSCI EAFE GDP Weighted Index Net Dividend is a widely-recognized, market capitalization index that measures market equity performance based upon indices from 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.

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MORE INFORMATION ABOUT FUND INVESTMENTS

Russell 3000^® Index measures the performance of the largest 3000 U.S. companies representing approximately 98% of the investable U.S. equity market. It is comprised of 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.

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-book 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^® 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. 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 capitalization and current index membership.

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. The 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.

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 Funds’ 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 may invest up to 100% of its assets in cash, money market instruments, repurchase agreements and short-term obligations. 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. A 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.

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.

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INFORMATION ABOUT PORTFOLIO HOLDINGS

Information About Portfolio Holdings

A description of the Funds’ policies and procedures with respect to the circumstances under which the Funds disclose their respective 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 Funds. The Board supervises the Adviser and 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, located at 3333 Piedmont Road, Suite 1500, Atlanta, GA 30305 (“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, 2011, the Adviser had approximately $47.3 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 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 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.ridgeworth.com.

For the fiscal year ended March 31, 2011, the following Funds paid the Adviser advisory fees (after waivers) based on the respective Fund’s average daily net assets of:

Aggressive Growth Stock Fund	1.10%
Emerging Growth Stock Fund	0.89%
International Equity Fund	1.15%
International Equity Index Fund	0.49%
Large Cap Core Growth Stock Fund	0.85%
Large Cap Growth Stock Fund	0.95%
Large Cap Value Equity Fund	0.77%
Mid-Cap Value Equity Fund	0.96%
Select Large Cap Growth Stock Fund	0.84%
Small Cap Growth Stock Fund	1.15%
Small Cap Value Equity Fund	1.13%

The Adviser and each Subadviser have contractually agreed to waive fees and reimburse expenses until at least August 1, 2012 in order to keep total annual operating expenses of the following Funds from exceeding the applicable expense cap below. If at any point before August 1, 2014, 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.

	Share		Expense
Fund	Class		Limitation
Emerging Growth Stock Fund		I		1.24%
		A		1.54%

The following breakpoints are used in computing the advisory fee:

Average Daily Net Assets	Discount From Full Fee
First $500 million	None — Full Fee
Next $500 million	5%
Over $1 billion	10%

Based on average daily net assets as of March 31, 2011, 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:

International Equity Index Fund	0.50%
Large Cap Value Equity Fund	0.80%
Mid-Cap Value Equity Fund	1.00%

*  Fund expenses in the “Annual Fund Operating Expenses” tables shown earlier in this prospectus reflect the advisory breakpoints.

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MANAGEMENT

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 year ended March 31, 2011.

Investment Subadvisers

The Subadvisers are responsible for managing the portfolios of their respective 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 year ended March 31, 2011.

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.

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, 2011, Ceredex had approximately $5.916 billion in assets under management.

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 as a Vice President of the Adviser. He has managed the Large Cap Value Equity Fund since 1995. He has more than 29 years of investment experience.

Mr. Brett Barner, CFA, currently serves as Managing Director of Ceredex and served as a Managing Director of the Adviser from 2000-2008.

Mr. Don Wordell, CFA, currently serves as Managing Director of Ceredex and served as a Director of the Adviser from 2005-2008.

Certium Asset Management LLC (“Certium”)
3333 Piedmont Road, Suite 1400
Atlanta, Georgia 30305
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, 2011, Certium had approximately $1.355 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 Investment Officer of Certium and as a Vice President of the Adviser. He has co-managed the International Equity Index Fund since 2005, after managing the Fund since 1999. He has managed the International Equity Fund since 2000. He has more than 16 years of investment experience.

Mr. Matthew Welden currently serves as a Director of Certium and served as a Director of the Adviser from 2006-2008. He has co-managed the International Equity Index Fund since 2008. He has more than 12 years of investment experience.

Silvant Capital Management LLC (“Silvant”)
3333 Piedmont Road, Suite 1400
Atlanta, Georgia 30305
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, 2011, Silvant had approximately $4.350 billion in assets under management.

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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 as a Vice President of the Adviser. Prior to joining the Adviser, Mr. Guinther served as Institutional Small Cap Growth Portfolio Manager of Northern Trust Bank from 2005 to 2007, Small Cap Growth Portfolio Manager of Principal Financial Group from 2003 to 2005, and as One Group’s Small Cap Growth Co-Mutual Fund Manager of Banc One Investment Advisers from 1996 to 2003. He has co-managed the Large Cap Growth Stock Fund, Select Large Cap Growth Stock Fund and Small Cap Growth Stock Fund since 2007, and the Large Cap Core Growth Stock Fund since February 2011. He has more than 19 years of investment experience.

Mr. Joe Ransom, CFA, currently serves as a Managing Director of Silvant and Vice President of the Adviser. He has co-managed the Select Large Cap Growth Stock Fund since 2007, and the Large Cap Growth Stock Fund, Small Cap Growth Stock Fund and Large Cap Core Growth Stock Fund since February 2011. He has more than 37 years of investment experience.

Mr. Michael A. Sansoterra currently serves as a Managing Director of Silvant and as a Vice President of the Adviser. Prior to joining the Adviser, Mr. Sansoterra served as Large Cap Diversified Growth Portfolio Manager and Senior Equity Analyst of Principal Global Investors from 2003 to 2007. He has co-managed the Large Cap Growth Stock Fund, Select Large Cap Growth Stock Fund and Small Cap Growth Stock Fund since 2007, and the Large Cap Core Growth Stock Fund since February 2011. He has more than 15 years of investment experience.

Mr. Sandeep Bhatia currently serves as Director of Silvant and the Adviser, which he joined in 2007. Prior to joining the Adviser, Mr. Bhatia served as a Senior Research Analyst for Eagle Asset Management, focusing on the healthcare sector from 2005 to 2007. He has co-managed the Large Cap Growth Stock Fund, Select Large Cap Growth Stock Fund, Small Cap Growth Stock Fund and Large Cap Core Growth Stock Fund since February 2011. He has more than ten years of investment experience.

Zevenbergen Capital Investments LLC (“ZCI”) 601 Union Street, Suite 4600, 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 Subadviser to the Aggressive Growth Stock and Emerging Growth Stock Funds. As of June 30, 2011, ZCI had approximately $2.938 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.

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 1987 and has co-managed the Funds since their inception. She has more than 29 years of investment experience.

Ms. Brooke de Boutray, CFA, CIC, has co-managed the Funds since their inception. Ms. de Boutray joined ZCI in 1992 and has served as Managing Director, Portfolio Manager and Analyst since each Fund’s respective inception. She has more than 28 years of investment experience.

Ms. Leslie Tubbs, CFA, CIC, has co-managed the Funds since their inception. Ms. Tubbs joined ZCI in 1994 and has served as Managing Director, Portfolio Manager and Analyst since each Fund’s respective inception. She has more than 16 years of investment experience.

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PURCHASING, SELLING AND EXCHANGING FUND SHARES

Purchasing, Selling and Exchanging Fund Shares

This section tells you how to purchase, sell (sometimes called “redeem”) and exchange A Shares, C Shares and I Shares of the Funds.

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 any of the Funds or in another identically registered RidgeWorth Funds account as reimbursement.

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.

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, at the discretion of the Adviser, be made in the form of securities that

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PURCHASING, SELLING AND EXCHANGING FUND SHARES

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.

When Can You Purchase Shares? — A Shares, C Shares and I 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”). Each 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).

If a 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.

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.

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 your 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 information about how to purchase, sell or exchange Fund shares, including your 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, C Shares and I 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 generally values its investment portfolio at market price. 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.

Although the Funds, except the International Equity Fund, and the International Equity Index 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.

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.

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PURCHASING, SELLING AND EXCHANGING FUND SHARES

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 IRAs or other tax qualified accounts)

Purchases of C Shares of a 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. The Funds may accept investments of smaller amounts for either class of shares at its discretion.

For investors who qualify to purchase I Shares, there are no minimum or maximum requirements for initial or subsequent purchases.

Systematic Investment Plan — A Shares and C Shares

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.

Customer Identification

Foreign Investors

To purchase A Shares, and C 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 by non-U.S. citizens or entities. Investors in I 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.

Customer Identification and Verification

To help the government fight the funding of terrorism and money laundering activities, U.S. 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, and 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.

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PURCHASING, SELLING AND EXCHANGING FUND SHARES

Anti-Money Laundering Program

Customer identification and verification is part of the Funds’ overall obligation to deter money laundering under U.S. 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.

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
Growth Equity Funds
Aggressive Growth Stock Fund
Emerging Growth Stock Fund
Large Cap Core Growth Stock Fund
Large Cap Growth Stock Fund
Select Large Cap Growth Stock Fund
Small Cap Growth Stock Fund
International Funds
International Equity Fund
International Equity Index Fund

	Your Sales		Your Sales
	Charge as a		Charge as a
	Percentage		Percentage of
	of Offering		Your Net
If Your Investment is:	Price*		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%
$500,000 but less than $1,000,000		2.00%		2.04%
$1,000,000 and over		None		None

*  RidgeWorth Distributors LLC (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%.

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 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 may be waived from time to time for certain broker-dealers that waive payment of compensation to them. The deferred sales charge is calculated based on the lesser 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.

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, domestic partner, 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;

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PURCHASING, SELLING AND EXCHANGING FUND SHARES

•  by current RidgeWorth Funds shareholders reinvesting distributions from qualified employee benefit retirement plans and rollovers from 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;

•  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 Taxes section of 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 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 Funds’ 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.

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, domestic partner 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.ridgeworth.com.

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 (i) the NAV of the shares at the time of purchase, or (ii) 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.

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; and

  –  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) of the Internal Revenue Code).

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PURCHASING, SELLING AND EXCHANGING FUND SHARES

•  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 701/2 under any retirement plan qualified under Section 401, 408 or 403(b) of the Internal Revenue Code or resulting from the tax free return of an excess distribution to an 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.

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.

The CDSC may also be waived from time to time for certain broker-dealers that waive payment of compensation to them.

Offering Price of Fund Shares — A Shares, C 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 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

Selling A Shares and C Shares

If you own your A 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)

•  Wire

•  Fax (1-800-451-8377)

•  ACH

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.

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PURCHASING, SELLING AND EXCHANGING FUND SHARES

Medallion Signature Guarantee^¨ — A Shares, C 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, C Shares and I Shares

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 C Shares, any applicable CDSC.

Systematic Withdrawal Plan — A 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, C 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 or C Shares can be wired to your bank account (Your bank may charge for incoming wire transfers.) 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 10 calendar days from your date of purchase).

Redemptions In-Kind — A Shares, C 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 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
C Shares	$5,000 ($2,000 for IRAs or other tax qualified accounts)

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.

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PURCHASING, SELLING AND EXCHANGING FUND SHARES

Suspension of Your Right to Sell Your Shares — A Shares, C 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 Funds’ SAI.

How to Exchange Your Shares — A Shares and C Shares

You may exchange your A 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 (i) a Fund or its manager(s) believes the Fund would be harmed or unable to invest effectively, or (ii) a Fund receives or anticipates orders that may dramatically affect the Fund as outlined under “Market Timing Policies and Procedures” below.

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 10 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. Therefore, your sale price and purchase price will be based on the NAV next calculated after the Funds receive your exchange request, 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.

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.

A Shares, C Shares and I Shares

At any time, you may exchange your A, C or I Shares of a Fund for shares of the State Street Institutional Liquid Reserves Fund — Investment Class. Further, qualifying shares of the State Street Institutional Liquid Reserves Fund — Investment Class may be exchanged for A, C or I Shares of any Fund. You should read the State Street Institutional Liquid Reserves Fund — Investment Class prospectus prior to investing in that mutual fund. You can obtain a prospectus State Street Institutional Liquid Reserves Fund — Investment Class by calling 1-888-784-3863 or visiting our website at www.ridgeworth.com. The Funds reserve the right to reject any purchase order, including exchanges from any of the Funds or the State Street Institutional Liquid Reserves Fund — Investment Class without notice and regardless of size. Qualifying exchanges between the Funds’ A and C Shares and the State Street Institutional Liquid Reserves Fund — Investment Class are eligible for exchange into the Funds’ A and/or C Shares without the imposition of the applicable front-end load and/or CDSC.

If you purchased shares though a financial institution or intermediary please contact your financial institution or intermediary regarding the availability of this exchange privilege. Please note that you must meet the minimum investment requirements of the Fund and share class in to which you are exchanging. Exchanges from one Fund to another are taxable, including exchanges between the Funds and the State Street Institutional liquid Reserves Fund — Investment Class.

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MARKET TIMING POLICIES AND PROCEDURES

Converting Shares

You may exchange your shares for shares of a different class of the same Fund based on the NAV of each class next calculated after the Fund receives your exchange request in proper form. You must meet investor eligibility requirements applicable to the share class into which you are exchanging. If you have held your current shares for less than one year, any applicable CDSC will be assessed on your shares when you make the exchange. You may request an exchange by contacting the Funds at 1-888-784-3863 or the financial institution or intermediary through which your shares are held. The Funds may change, suspend or terminate this exchange privilege at any time.

Telephone Transactions — A Shares, C 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.

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

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 and 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 Subadvisers or a shareholder servicing agent may be notified in writing of their designation as a Market Timer; and

•  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 the Adviser reasonably believes that the trading activity would be harmful or disruptive to the Funds.

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.

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DISTRIBUTION OF FUND SHARES

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.

Distribution of Fund Shares

Distribution of Fund Shares Generally

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 Plan — A Shares and C Shares

The A Shares and C 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.

Broker-dealer who initiate and are responsible for selling C Shares may receive an initial payment at the time of sale of 1.00% and annual 12b-1 payout effective in the 13^th month of 1.00%. Through the distribution plan, the Funds’ 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

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DIVIDENDS AND DISTRIBUTIONS AND TAXES

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.

			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%
Growth Funds
Large Cap Core Growth Stock Fund		0.25%		0.25%
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 Funds
International Equity Fund		0.33%		0.30%
International Equity Index Fund		0.35%		0.30%

For C Shares, the maximum distribution fee is 1.00% of the average daily net assets of each Fund.

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.

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 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.

Dividends and Distributions

The International Equity Fund and International Equity Index Fund distribute their net investment income annually. Each of the other Funds distributes its net investment income quarterly. Each Fund makes distributions of its net realized capital gains, if any, at least annually. If you own Fund shares on a Fund’s record date, you will be entitled to receive the distribution.

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.

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 Funds’ SAI.

Dividends and distributions will accumulate on a tax-deferred basis if you are investing through a 401(k) Plan or any other employer-sponsored retirement or savings plan that qualifies for tax-advantaged treatment under U.S. 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 401(k) Plan withdrawals, you should consult your tax advisor or plan administrator.

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

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DIVIDENDS AND DISTRIBUTIONS AND TAXES

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, 2012. 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 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.

Beginning in 2013, distributions from a Fund will be subject to a 3.8% U.S. federal Medicare contribution tax on “net investment income” for individuals with incomes exceeding $200,000 ($250,000 if married and filing jointly).

The 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 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 and International Equity Index 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.

More information about taxes is in the Funds’ SAI.

53

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 Funds’ Annual Reports to Shareholders for such periods. The 2011 Annual Report is available upon request and without charge by calling 1-888-784-3863 or on the Funds’ website at www.ridgeworth.com.

																																	Ratio of
						Net																								Ratio of			Net			Ratio of
						Realized																								Net			Investment			Expenses to
						and											Distributions						Net							Expenses			Income			Average
	Net Asset		Net			Unrealized						Dividends			Distributions		from			Total			Asset							to			to			Net Assets
	Value,		Investment			Gains						from Net			from Tax		Realized			Dividends			Value,					Net Assets		Average			Average			(Excluding			Portfolio
	Beginning		Income			(Losses) on			Total from			Investment			Return of		Capital			and			End of		Total			End of		Net			Net			Waivers and			Turnover
	of Period		(Loss)			Investments			Operations			Income			Capital		Gains			Distributions			Period		Return(a)			Period (000)		Assets(b)			Assets(b)			Reimbursements)(b)			Rate(c)
Aggressive Growth Stock Fund
I Shares
Year Ended March 31, 2011	$	12.86	$	(0.12	)(d)	$	3.71		$	3.59		$	—		$	—	$	—		$	—		$	16.45		27.99	%(e)	$	134,643		1.19	%		(0.89	)%		1.19	%		53	%
Year Ended March 31, 2010		7.73		(0.08	)(d)		5.21			5.13			—			—		—			—			12.86		66.36			108,754		1.21			(0.77	)		1.21			27
Year Ended March 31, 2009		12.03		(0.09	)		(3.99	)		(4.08	)		—			—		(0.22	)		(0.22	)		7.73		(33.89	)		152,030		1.16			(0.72	)		1.16			27
Year Ended March 31, 2008		12.64		(0.09	)(d)		(0.11	)		(0.20	)		—			—		(0.41	)		(0.41	)		12.03		(2.12	)		306,709		1.16			(0.70	)		1.16			59
Year Ended March 31, 2007		12.24		(0.09	)(d)		0.49			0.40			—			—		—			—			12.64		3.27			323,303		1.17			(0.79	)		1.17			49
A Shares
Year Ended March 31, 2011		12.62		(0.16	)(d)		3.64			3.48			—			—		—			—			16.10		27.58			3,519		1.49			(1.19	)		1.49			53
Year Ended March 31, 2010		7.61		(0.13	)(d)		5.14			5.01			—			—		—			—			12.62		65.83			2,502		1.52			(1.12	)		1.52			27
Year Ended March 31, 2009		11.88		(0.12	)		(3.93	)		(4.05	)		—			—		(0.22	)		(0.22	)		7.61		(34.06	)		416		1.46			(1.01	)		1.46			27
Year Ended March 31, 2008		12.53		(0.13	)(d)		(0.11	)		(0.24	)		—			—		(0.41	)		(0.41	)		11.88		(2.46	)		893		1.46			(0.99	)		1.46			59
Year Ended March 31, 2007		12.16		(0.12	)(d)		0.49			0.37			—			—		—			—			12.53		3.04			553		1.47			(1.10	)		1.47			49
Emerging Growth Stock Fund
I Shares
Year Ended March 31, 2011		11.23		(0.14	)(d)		5.37			5.23			—			—		—			—			16.46		46.57			26,439		1.23			(1.12	)		1.44			133
Year Ended March 31, 2010		6.43		(0.07	)(d)		4.87			4.80			—			—		—			—			11.23		74.65			19,793		1.20			(0.82	)		1.24			87
Year Ended March 31, 2009		11.08		(0.06	)(d)		(4.33	)		(4.39	)		—			—		(0.26	)		(0.26	)		6.43		(39.58	)		66,005		1.17			(0.68	)		1.17			71
Year Ended March 31, 2008		12.97		(0.10	)(d)		(0.41	)		(0.51	)		—			—		(1.38	)		(1.38	)		11.08		(6.29	)		116,703		1.17			(0.71	)		1.17			117
Year Ended March 31, 2007		12.83		(0.10	)(d)		0.24			0.14			—			—		—			—			12.97		1.09			111,078		1.17			(0.85	)		1.18			103
A Shares
Year Ended March 31, 2011		10.99		(0.18	)(d)		5.26			5.08			—			—		—			—			16.07		46.22			1,846		1.54			(1.43	)		1.74			133
Year Ended March 31, 2010		6.31		(0.11	)(d)		4.79			4.68			—			—		—			—			10.99		74.17			563		1.52			(1.20	)		1.64			87
Year Ended March 31, 2009		10.92		(0.09	)(d)		(4.26	)		(4.35	)		—			—		(0.26	)		(0.26	)		6.31		(39.80	)		150		1.47			(1.00	)		1.47			71
Year Ended March 31, 2008		12.83		(0.14	)(d)		(0.39	)		(0.53	)		—			—		(1.38	)		(1.38	)		10.92		(6.52	)		632		1.47			(1.01	)		1.47			117
Year Ended March 31, 2007		12.74		(0.14	)(d)		0.23			0.09			—			—		—			—			12.83		0.71			615		1.48			(1.16	)		1.49			103
International Equity Fund
I Shares
Year Ended March 31, 2011		10.71		0.16	(d)		1.02			1.18			(0.27	)		—		—			(0.27	)		11.62		11.29			252,253		1.27			1.49			1.27			80
Year Ended March 31, 2010		6.38		0.11	(d)		4.28			4.39			(0.06	)		—		—			(0.06	)		10.71		68.80	(e)		273,819		1.25			1.17			1.30			95
Year Ended March 31, 2009		13.77		0.35			(7.28	)		(6.93	)		(0.25	)		—		(0.21	)		(0.46	)		6.38		(50.68	)		185,862		1.24			2.93			1.25			193
Year Ended March 31, 2008		16.83		0.34	(d)		(0.76	)		(0.42	)		(0.34	)		—		(2.30	)		(2.64	)		13.77		(4.16	)		1,089,572		1.21			2.06			1.21			141
Year Ended March 31, 2007		14.49		0.20			2.41			2.61			(0.27	)		—		—			(0.27	)		16.83		18.21			1,165,510		1.22			1.31			1.22			81
A Shares
Year Ended March 31, 2011		10.59		0.13	(d)		1.01			1.14			(0.24	)		—		—			(0.24	)		11.49		10.98			7,227		1.57			1.24			1.57			80
Year Ended March 31, 2010		6.32		0.09	(d)		4.22			4.31			(0.04	)		—		—			(0.04	)		10.59		68.22	(e)		8,104		1.55			0.68			1.59			95
Year Ended March 31, 2009		13.61		0.33			(7.21	)		(6.88	)		(0.20	)		—		(0.21	)		(0.41	)		6.32		(50.84	)		3,580		1.54			2.71			1.54			193
Year Ended March 31, 2008		16.67		0.28	(d)		(0.74	)		(0.46	)		(0.30	)		—		(2.30	)		(2.60	)		13.61		(4.45	)		12,288		1.51			1.70			1.51			141
Year Ended March 31, 2007		14.34		0.16			2.40			2.56			(0.23	)		—		—			(0.23	)		16.67		18.00			14,277		1.52			1.05			1.52			81

See Notes to Financial Highlights.

54 

FINANCIAL HIGHLIGHTS

																																		Ratio of
						Net																									Ratio of			Net			Ratio of
						Realized																									Net			Investment			Expenses to
						and									Distributions			Distributions						Net							Expenses			Income			Average
	Net Asset		Net			Unrealized						Dividends			from			from			Total			Asset							to			to			Net Assets
	Value,		Investment			Gains						from Net			Tax			Realized			Dividends			Value,					Net Assets		Average			Average			(Excluding			Portfolio
	Beginning		Income			(Losses) on			Total from			Investment			Return of			Capital			and			End of		Total			End of		Net			Net			Waivers and			Turnover
	of Period		(Loss)			Investments			Operations			Income			Capital			Gains			Distributions			Period		Return(a)			Period (000)		Assets(b)			Assets(b)			Reimbursements)(b)			Rate(c)
International Equity Index Fund
I Shares
Year Ended March 31, 2011	$	12.72	$	0.33	(d)	$	0.86		$	1.19		$	(0.39	)	$	—		$	—		$	(0.39	)	$	13.52		9.55	%	$	478,223		0.66	%		2.65	%		0.66	%		43	%
Year Ended March 31, 2010		8.75		0.34			4.03			4.37			(0.40	)		—			—			(0.40	)		12.72		49.93			839,582		0.64			2.46			0.64			36
Year Ended March 31, 2009		17.82		0.60			(9.05	)		(8.45	)		(0.62	)		—			—			(0.62	)		8.75		(47.89	)		726,931		0.61			3.63			0.61			47
Year Ended March 31, 2008		18.64		0.53			(0.86	)		(0.33	)		(0.49	)		—			—			(0.49	)		17.82		(2.03	)		958,514		0.59			2.74			0.59			13
Year Ended March 31, 2007		15.81		0.35			2.84			3.19			(0.36	)		—			—			(0.36	)		18.64		20.27			994,685		0.61			1.99			0.61			8
A Shares
Year Ended March 31, 2011		12.61		0.28	(d)		0.86			1.14			(0.35	)		—			—			(0.35	)		13.40		9.23			4,459		0.92			2.25			0.92			43
Year Ended March 31, 2010		8.69		0.25			4.05			4.30			(0.38	)		—			—			(0.38	)		12.61		49.46			5,998		0.94			1.72			0.94			36
Year Ended March 31, 2009		17.67		0.52			(8.93	)		(8.41	)		(0.57	)		—			—			(0.57	)		8.69		(48.04	)		2,533		0.91			3.48			0.91			47
Year Ended March 31, 2008		18.49		0.46			(0.84	)		(0.38	)		(0.44	)		—			—			(0.44	)		17.67		(2.29	)		6,052		0.89			2.40			0.89			13
Year Ended March 31, 2007		15.66		0.28			2.84			3.12			(0.29	)		—			—			(0.29	)		18.49		20.03			5,921		0.91			1.69			0.91			8
Large Cap Core Growth Stock Fund*
I Shares
Year Ended March 31, 2011		13.01		0.15	(d)		1.28			1.43			(0.16	)		—			—			(0.16	)		14.28		11.08			348,113		0.93			1.15			0.93			136
Year Ended March 31, 2010		8.98		0.12			4.03			4.15			(0.12	)		—			—			(0.12	)		13.01		46.42			422,673		0.83			1.04			0.92			81
Year Ended March 31, 2009		14.25		0.19			(5.28	)		(5.09	)		(0.18	)		—			—			(0.18	)		8.98		(35.88	)		361,038		0.87			1.35			0.88			89
Year Ended March 31, 2008		17.79		0.21			(1.81	)		(1.60	)		(0.21	)		—	(f)		(1.73	)		(1.94	)		14.25		(10.32	)		1,239,965		0.86			1.23			0.86			78
Year Ended March 31, 2007		17.20		0.25			1.87			2.12			(0.26	)		—			(1.27	)		(1.53	)		17.79		12.51			1,554,971		0.85			1.41			0.85			58
A Shares
Year Ended March 31, 2011		13.15		0.12	(d)		1.28			1.40			(0.12	)		—			—			(0.12	)		14.43		10.77			18,880		1.18			0.89			1.18			136
Year Ended March 31, 2010		9.08		0.09			4.08			4.17			(0.10	)		—			—			(0.10	)		13.15		46.11			21,511		1.08			0.79			1.17			81
Year Ended March 31, 2009		14.40		0.14			(5.31	)		(5.17	)		(0.15	)		—			—			(0.15	)		9.08		(36.02	)		17,254		1.12			1.13			1.12			89
Year Ended March 31, 2008		17.97		0.17			(1.84	)		(1.67	)		(0.17	)		—	(f)		(1.73	)		(1.90	)		14.40		(10.60	)		35,341		1.11			0.97			1.11			78
Year Ended March 31, 2007		17.36		0.20			1.89			2.09			(0.21	)		—			(1.27	)		(1.48	)		17.97		12.25			46,878		1.10			1.19			1.10			58
C Shares
Year Ended March 31, 2011		12.76		0.02	(d)		1.25			1.27			(0.03	)		—			—			(0.03	)		14.00		9.99			22,185		1.93			0.13			1.93			136
Year Ended March 31, 2010		8.84		—			3.97			3.97			(0.05	)		—			—			(0.05	)		12.76		44.99			26,275		1.83			0.04			1.92			81
Year Ended March 31, 2009		14.03		0.05			(5.17	)		(5.12	)		(0.07	)		—			—			(0.07	)		8.84		(36.51	)		21,571		1.87			0.38			1.87			89
Year Ended March 31, 2008		17.56		0.04			(1.79	)		(1.75	)		(0.05	)		—	(f)		(1.73	)		(1.78	)		14.03		(11.27	)		46,342		1.86			0.23			1.86			78
Year Ended March 31, 2007		17.00		0.08			1.84			1.92			(0.09	)		—			(1.27	)		(1.36	)		17.56		11.40			68,436		1.85			0.42			1.85			58
Large Cap Growth Stock Fund
I Shares
Year Ended March 31, 2011		9.59		0.01	(d)		1.95			1.96			—	(f)		—			—			—			11.55		20.48			406,017		1.04			0.06			1.06			30
Year Ended March 31, 2010		6.57		0.01			3.02			3.03			(0.01	)		—			—			(0.01	)		9.59		46.20			443,918		0.99			0.19			1.04			62
Year Ended March 31, 2009		9.95		0.04			(3.33	)		(3.29	)		(0.04	)		—			(0.05	)		(0.09	)		6.57		(33.16	)		439,356		0.99			0.54			1.03			85
Year Ended March 31, 2008		12.86		0.05			0.49			0.54			(0.05	)		—			(3.40	)		(3.45	)		9.95		0.92			633,291		1.00			0.45			1.01			109
Year Ended March 31, 2007		12.83		0.06	(d)		0.58			0.64			(0.06	)		—			(0.55	)		(0.61	)		12.86		5.08			1,105,504		0.98			0.48			0.98			79
A Shares
Year Ended March 31, 2011		8.91		(0.02	)(d)		1.81			1.79			—			—			—			—			10.70		20.09			46,358		1.34			(0.24	)		1.36			30
Year Ended March 31, 2010		6.11		(0.01	)		2.81			2.80			—			—			—			—			8.91		45.90			44,994		1.29			(0.11	)		1.34			62
Year Ended March 31, 2009		9.27		0.02			(3.11	)		(3.09	)		(0.02	)		—			(0.05	)		(0.07	)		6.11		(33.40	)		35,431		1.30			0.19			1.33			85
Year Ended March 31, 2008		12.19		0.02			0.49			0.51			(0.03	)		—			(3.40	)		(3.43	)		9.27		0.68			66,115		1.30			0.16			1.31			109
Year Ended March 31, 2007		12.20		0.02	(d)		0.56			0.58			(0.04	)		—			(0.55	)		(0.59	)		12.19		4.69			80,848		1.28			0.18			1.28			79
C Shares
Year Ended March 31, 2011		7.94		(0.08	)(d)		1.62			1.54			—			—			—			—			9.48		19.40			17,680		2.04			(0.94	)		2.06			30
Year Ended March 31, 2010		5.49		(0.06	)		2.51			2.45			—			—			—			—			7.94		44.63			17,516		1.99			(0.81	)		2.04			62
Year Ended March 31, 2009		8.37		(0.04	)		(2.78	)		(2.82	)		(0.01	)		—			(0.05	)		(0.06	)		5.49		(33.77	)		14,046		2.00			(0.52	)		2.03			85
Year Ended March 31, 2008		11.36		(0.06	)		0.48			0.42			(0.01	)		—			(3.40	)		(3.41	)		8.37		(0.08	)		27,949		2.00			(0.54	)		2.01			109
Year Ended March 31, 2007		11.46		(0.06	)(d)		0.52			0.46			(0.01	)		—			(0.55	)		(0.56	)		11.36		3.96			37,356		1.98			(0.52	)		1.98			79

See Notes to Financial Highlights.

55

FINANCIAL HIGHLIGHTS

																																	Ratio of
						Net																								Ratio of			Net			Ratio of
						Realized																								Net			Investment			Expenses to
						and											Distributions						Net							Expenses			Income			Average
	Net Asset		Net			Unrealized						Dividends			Distributions		from			Total			Asset							to			to			Net Assets
	Value,		Investment			Gains						from Net			from Tax		Realized			Dividends			Value,					Net Assets		Average			Average			(Excluding			Portfolio
	Beginning		Income			(Losses) on			Total from			Investment			Return of		Capital			and			End of		Total			End of		Net			Net			Waivers and			Turnover
	of Period		(Loss)			Investments			Operations			Income			Capital		Gains			Distributions			Period		Return(a)			Period (000)		Assets(b)			Assets(b)			Reimbursements)(b)			Rate(c)
Large Cap Value Equity Fund
I Shares
Year Ended March 31, 2011	$	11.71	$	0.18	(d)	$	1.75		$	1.93		$	(0.17	)	$	—	$	—		$	(0.17	)	$	13.47		16.69	%	$	1,348,969		0.83	%		1.48	%		0.83	%		134	%
Year Ended March 31, 2010		7.99		0.17			3.72			3.89			(0.17	)		—		—			(0.17	)		11.71		49.03			1,288,962		0.81			1.67			0.82			105
Year Ended March 31, 2009		12.35		0.25			(4.36	)		(4.11	)		(0.25	)		—		—			(0.25	)		7.99		(33.65	)		998,608		0.82			2.50			0.82			114
Year Ended March 31, 2008		15.13		0.28			(1.16	)		(0.88	)		(0.28	)		—		(1.62	)		(1.90	)		12.35		(7.07	)		898,491		0.83			1.93			0.83			116
Year Ended March 31, 2007		13.85		0.23			1.85			2.08			(0.23	)		—		(0.57	)		(0.80	)		15.13		15.26			893,491		0.83			1.62			0.83			95
A Shares
Year Ended March 31, 2011		11.66		0.15	(d)		1.74			1.89			(0.14	)		—		—			(0.14	)		13.41		16.37			80,048		1.13			1.20			1.13			134
Year Ended March 31, 2010		7.96		0.14			3.71			3.85			(0.15	)		—		—			(0.15	)		11.66		48.59			33,805		1.11			1.37			1.12			105
Year Ended March 31, 2009		12.30		0.24			(4.36	)		(4.12	)		(0.22	)		—		—			(0.22	)		7.96		(33.83	)		24,385		1.12			2.17			1.12			114
Year Ended March 31, 2008		15.08		0.24			(1.16	)		(0.92	)		(0.24	)		—		(1.62	)		(1.86	)		12.30		(7.37	)		47,400		1.13			1.63			1.13			116
Year Ended March 31, 2007		13.82		0.19			1.83			2.02			(0.19	)		—		(0.57	)		(0.76	)		15.08		14.81			62,390		1.13			1.32			1.13			95
C Shares
Year Ended March 31, 2011		11.49		0.06	(d)		1.72			1.78			(0.06	)		—		—			(0.06	)		13.21		15.53			18,686		1.83			0.48			1.83			134
Year Ended March 31, 2010		7.87		0.07			3.65			3.72			(0.10	)		—		—			(0.10	)		11.49		47.43			19,823		1.81			0.67			1.82			105
Year Ended March 31, 2009		12.16		0.16			(4.31	)		(4.15	)		(0.14	)		—		—			(0.14	)		7.87		(34.28	)		15,410		1.82			1.46			1.82			114
Year Ended March 31, 2008		14.92		0.14			(1.14	)		(1.00	)		(0.14	)		—		(1.62	)		(1.76	)		12.16		(7.93	)		29,329		1.83			0.92			1.83			116
Year Ended March 31, 2007		13.68		0.09			1.81			1.90			(0.09	)		—		(0.57	)		(0.66	)		14.92		14.04			40,223		1.83			0.62			1.83			95
Mid-Cap Value Equity Fund
I Shares
Year Ended March 31, 2011		11.17		0.10	(d)		2.26			2.36			(0.09	)		—		(0.74	)		(0.83	)		12.70		21.89			1,710,610		1.04			0.91			1.04			170
Year Ended March 31, 2010		6.45		0.11			4.73			4.84			(0.12	)		—		—			(0.12	)		11.17		75.36			803,168		1.03			1.11			1.04			195
Year Ended March 31, 2009		9.58		0.14	(d)		(3.13	)		(2.99	)		(0.14	)		—		—			(0.14	)		6.45		(31.46	)		231,035		1.07			1.76			1.07			213
Year Ended March 31, 2008		13.02		0.19	(d)		(1.18	)		(0.99	)		(0.18	)(g)		—		(2.27	)(g)		(2.45	)(g)		9.58		(9.75	)		257,978		1.06			1.52			1.06			221
Year Ended March 31, 2007		13.14		0.14			2.04			2.18			(0.13	)		—		(2.17	)		(2.30	)		13.02		17.47			278,949		1.06			1.08			1.06			196
A Shares
Year Ended March 31, 2011		11.11		0.08	(d)		2.24			2.32			(0.07	)		—		(0.74	)		(0.81	)		12.62		21.55			252,165		1.35			0.70			1.35			170
Year Ended March 31, 2010		6.42		0.09			4.70			4.79			(0.10	)		—		—			(0.10	)		11.11		74.87			36,756		1.32			0.70			1.34			195
Year Ended March 31, 2009		9.53		0.12	(d)		(3.12	)		(3.00	)		(0.11	)		—		—			(0.11	)		6.42		(31.64	)		2,912		1.37			1.36			1.37			213
Year Ended March 31, 2008		12.97		0.12	(d)		(1.14	)		(1.02	)		(0.15	)(g)		—		(2.27	)(g)		(2.42	)(g)		9.53		(10.03	)		7,774		1.36			1.04			1.36			221
Year Ended March 31, 2007		13.10		0.11			2.03			2.14			(0.10	)		—		(2.17	)		(2.27	)		12.97		17.11			3,362		1.36			0.78			1.36			196
C Shares
Year Ended March 31, 2011		11.02		—	(d)		2.21			2.21			(0.01	)		—		(0.74	)		(0.75	)		12.48		20.71			24,496		2.04			(0.04	)		2.04			170
Year Ended March 31, 2010		6.38		0.02			4.67			4.69			(0.05	)		—		—			(0.05	)		11.02		73.71			5,853		2.03			0.13			2.04			195
Year Ended March 31, 2009		9.47		0.06	(d)		(3.10	)		(3.04	)		(0.05	)		—		—			(0.05	)		6.38		(32.09	)		1,949		2.07			0.72			2.07			213
Year Ended March 31, 2008		12.91		0.07	(d)		(1.18	)		(1.11	)		(0.06	)(g)		—		(2.27	)(g)		(2.33	)(g)		9.47		(10.72	)		4,049		2.06			0.57			2.06			221
Year Ended March 31, 2007		13.06		0.02			2.01			2.03			(0.01	)		—		(2.17	)		(2.18	)		12.91		16.27			6,269		2.06			0.07			2.06			196

See Notes to Financial Highlights.

56 

FINANCIAL HIGHLIGHTS

																																		Ratio of
						Net																									Ratio of			Net			Ratio of
						Realized																									Net			Investment			Expenses to
						and												Distributions						Net							Expenses			Income			Average
	Net Asset		Net			Unrealized						Dividends			Distributions			from			Total			Asset							to			to			Net Assets
	Value,		Investment			Gains						from Net			from Tax			Realized			Dividends			Value,					Net Assets		Average			Average			(Excluding			Portfolio
	Beginning		Income			(Losses) on			Total from			Investment			Return of			Capital			and			End of		Total			End of		Net			Net			Waivers and			Turnover
	of Period		(Loss)			Investments			Operations			Income			Capital			Gains			Distributions			Period		Return(a)			Period (000)		Assets(b)			Assets(b)			Reimbursements)(b)			Rate(c)
Select Large Cap Growth Stock Fund
I Shares
Year Ended March 31, 2011	$	27.79	$	0.02	(d)	$	4.70		$	4.72		$	—		$	—		$	—		$	—		$	32.51		16.98	%	$	80,589		0.99	%		0.07	%		0.99	%		72	%
Year Ended March 31, 2010		19.74		0.04			8.03			8.07			(0.02	)		—	(f)		—			(0.02	)		27.79		40.93			114,100		0.96			0.18			0.96			65
Year Ended March 31, 2009		28.32		0.09			(8.60	)		(8.51	)		(0.06	)		(0.01	)		—			(0.07	)		19.74		(30.06	)		95,540		0.95			0.45			0.96			65
Year Ended March 31, 2008		26.92		0.08	(d)		1.35			1.43			(0.03	)		—			—			(0.03	)		28.32		5.30			96,704		0.94			0.28			0.95			62
Year Ended March 31, 2007		25.83		0.15	(d)		0.99			1.14			(0.05	)		—			—			(0.05	)		26.92		4.42			98,027		0.97			0.59			0.98			160
A Shares
Year Ended March 31, 2011		27.47		(0.06	)(d)		4.6 3			4.57			—			—			—			—			32.04		16.64			698		1.29			(0.21	)		1.29			72
Year Ended March 31, 2010		19.54		(0.03	)		7.97			7.94			(0.01	)		—	(f)		—			(0.01	)		27.47		40.65			244		1.25			(0.10	)		1.26			65
Year Ended March 31, 2009		28.06		0.02			(8.52	)		(8.50	)		(0.01	)		(0.01	)		—			(0.02	)		19.54		(30.28	)		175		1.25			0.04			1.25			65
Year Ended March 31, 2008		26.73		—	(d)		1.33			1.33			—			—			—			—			28.06		4.98			556		1.24			—			1.25			62
Year Ended March 31, 2007		25.67		0.07	(d)		0.99			1.06			—			—			—			—			26.73		4.13			371		1.28			0.26			1.29			160
C Shares
Year Ended March 31, 2011		25.10		(0.23	)(d)		4.21			3.98			—			—			—			—			29.08		15.86			18,332		1.99			(0.92	)		1.99			72
Year Ended March 31, 2010		17.99		(0.19	)		7.30			7.11			—			—	(f)		—			—			25.10		39.52			19,040		1.96			(0.81	)		1.96			65
Year Ended March 31, 2009		25.98		(0.14	)		(7.85	)		(7.99	)		—			—			—			—			17.99		(30.75	)		15,237		1.95			(0.59	)		1.95			65
Year Ended March 31, 2008		24.93		(0.20	)(d)		1.25			1.05			—			—			—			—			25.98		4.21			26,596		1.95			(0.74	)		1.95			62
Year Ended March 31, 2007		24.11		(0.11	)(d)		0.93			0.82			—			—			—			—			24.93		3.40			32,895		1.98			(0.44	)		1.99			160
Small Cap Growth Stock Fund
I Shares
Year Ended March 31, 2011		13.32		(0.11	)(d)		3.96			3.85			—			—			—			—			17.17		28.90			408,399		1.23			(0.81	)		1.23			112
Year Ended March 31, 2010		8.52		(0.09	)		4.89			4.80			—			—			—			—			13.32		56.34			358,947		1.22			(0.76	)		1.22			103
Year Ended March 31, 2009		13.53		(0.04	)		(4.97	)		(5.01	)		—			—			—			—			8.52		(37.03	)		273,548		1.21			(0.30	)		1.21			157
Year Ended March 31, 2008		20.61		(0.11	)(d)		(0.33	)		(0.44	)		—			(0.11	)		(6.53	)		(6.64	)		13.53		(7.09	)		490,675		1.19			(0.57	)		1.20			126
Year Ended March 31, 2007		23.65		(0.11	)(d)		(1.74	)		(1.85	)		—			—			(1.19	)		(1.19	)		20.61		(7.80	)		845,570		1.16			(0.51	)		1.16			139
A Shares
Year Ended March 31, 2011		12.59		(0.15	)(d)		3.75			3.60			—			—			—			—			16.19		28.59			12,235		1.53			(1.11	)		1.53			112
Year Ended March 31, 2010		8.08		(0.12	)		4.63			4.51			—			—			—			—			12.59		55.82			11,517		1.52			(1.06	)		1.52			103
Year Ended March 31, 2009		12.88		(0.08	)		(4.72	)		(4.80	)		—			—			—			—			8.08		(37.27	)		8,294		1.51			(0.60	)		1.51			157
Year Ended March 31, 2008		19.96		(0.16	)(d)		(0.28	)		(0.44	)		—			(0.11	)		(6.53	)		(6.64	)		12.88		(7.33	)		16,490		1.49			(0.87	)		1.50			126
Year Ended March 31, 2007		23.02		(0.17	)(d)		(1.70	)		(1.87	)		—			—			(1.19	)		(1.19	)		19.96		(8.06	)		24,320		1.46			(0.81	)		1.46			139
C Shares
Year Ended March 31, 2011		10.98		(0.21	)(d)		3.24			3.03			—			—			—			—			14.01		27.60			9,636		2.23			(1.81	)		2.23			112
Year Ended March 31, 2010		7.10		(0.17	)		4.05			3.88			—			—			—			—			10.98		54.65			8,827		2.22			(1.76	)		2.22			103
Year Ended March 31, 2009		11.38		(0.15	)		(4.13	)		(4.28	)		—			—			—			—			7.10		(37.61	)		6,567		2.21			(1.30	)		2.21			157
Year Ended March 31, 2008		18.46		(0.27	)(d)		(0.17	)		(0.44	)		—			(0.11	)		(6.53	)		(6.64	)		11.38		(7.98	)		14,323		2.20			(1.57	)		2.21			126
Year Ended March 31, 2007		21.53		(0.29	)(d)		(1.59	)		(1.88	)		—			—			(1.19	)		(1.19	)		18.46		(8.68	)		21,545		2.16			(1.51	)		2.16			139

See Notes to Financial Highlights.

57

FINANCIAL HIGHLIGHTS

						Net																								Ratio of			Ratio of			Ratio of
						Realized																								Net			Net			Expenses to
						and											Distributions						Net							Expenses			Investment			Average
	Net Asset		Net			Unrealized						Dividends			Distributions		from			Total			Asset							to			Income to			Net Assets
	Value,		Investment			Gains						from Net			from Tax		Realized			Dividends			Value,					Net Assets		Average			Average			(Excluding			Portfolio
	Beginning		Income			(Losses) on			Total from			Investment			Return of		Capital			and			End of		Total			End of		Net			Net			Waivers and			Turnover
	of Period		(Loss)			Investments			Operations			Income			Capital		Gains			Distributions			Period		Return(a)			Period (000)		Assets(b)			Assets(b)			Reimbursements)(b)			Rate(c)
Small Cap Value Equity Fund
I Shares
Year Ended March 31, 2011	$	11.76	$	0.10	(d)	$	2.79		$	2.89		$	(0.11	)	$	—	$	—		$	(0.11	)	$	14.54		24.68	%	$	1,002,005		1.21	%		0.82	%		1.21	%		72	%
Year Ended March 31, 2010		7.57		0.11			4.20			4.31			(0.12	)		—		—			(0.12	)		11.76		57.15			612,490		1.21			1.29			1.21			62
Year Ended March 31, 2009		11.17		0.16			(3.44	)		(3.28	)		(0.16	)		—		(0.16	)		(0.32	)		7.57		(29.61	)		316,142		1.21			1.61			1.22			71
Year Ended March 31, 2008		17.35		0.18			(1.65	)		(1.47	)		(0.17	)		—		(4.54	)		(4.71	)		11.17		(11.23	)		469,424		1.19			1.20			1.19			75
Year Ended March 31, 2007		20.93		0.10			1.25			1.35			(0.11	)		—		(4.82	)		(4.93	)		17.35		7.41			674,619		1.18			0.55			1.18			62
A Shares
Year Ended March 31, 2011		11.59		0.06	(d)		2.75			2.81			(0.07	)		—		—			(0.07	)		14.33		24.38			103,365		1.52			0.48			1.52			72
Year Ended March 31, 2010		7.47		0.07			4.15			4.22			(0.10	)		—		—			(0.10	)		11.59		56.66			17,826		1.50			1.00			1.50			62
Year Ended March 31, 2009		11.03		0.13			(3.40	)		(3.27	)		(0.13	)		—		(0.16	)		(0.29	)		7.47		(29.83	)		2,243		1.49			1.34			1.50			71
Year Ended March 31, 2008		17.20		0.14			(1.63	)		(1.49	)		(0.14	)		—		(4.54	)		(4.68	)		11.03		(11.48	)		4,887		1.44			0.94			1.44			75
Year Ended March 31, 2007		20.79		0.05			1.24			1.29			(0.06	)		—		(4.82	)		(4.88	)		17.20		7.17			7,629		1.44			0.28			1.44			62
C Shares
Year Ended March 31, 2011		11.15		(0.02	)(d)		2.64			2.62			(0.01	)		—		—			(0.01	)		13.76		23.51			32,074		2.21			(0.18	)		2.21			72
Year Ended March 31, 2010		7.20		0.02			3.97			3.99			(0.04	)		—		—			(0.04	)		11.15		55.48			17,601		2.21			0.30			2.21			62
Year Ended March 31, 2009		10.65		0.09			(3.28	)		(3.19	)		(0.10	)		—		(0.16	)		(0.26	)		7.20		(30.14	)		11,091		1.89			0.94			1.89			71
Year Ended March 31, 2008		16.76		0.14			(1.57	)		(1.43	)		(0.14	)		—		(4.54	)		(4.68	)		10.65		(11.41	)		22,243		1.44			0.94			1.45			75
Year Ended March 31, 2007		20.39		0.05			1.20			1.25			(0.06	)		—		(4.82	)		(4.88	)		16.76		7.10			35,289		1.43			0.30			1.43			62

See Notes to Financial Highlights.

58 

NOTES TO FINANCIAL HIGHLIGHTS

* Formerly Large Cap Core Equity Fund.

(a) Total return excludes sales charge. Not annualized for periods less than one year.

(b) Annualized for periods less than one year.

(c) Not annualized for periods less than one year.

(d) Per share data calculated using average shares outstanding method.

(e) Net Asset Value (“NAV”) varies from NAV reported to shareholders at period end as these financial statements are prepared inclusive of trade date adjustments.

(f) Rounds to less than $0.01 per share.

(g) Amended from prior Financial Highlights that included a $(0.05) tax return of capital in the “Dividends from Net Investment Income” column, and was footnoted, as such, in the Notes to Financial Highlights. It was subsequently determined that there was not a return of capital and that the $(0.05) distribution was from realized capital gains and, therefore, the Distributions from Realized Capital Gains has been revised to $(2.27) per share from $(2.22) per share.

Amount designated as “—” are $0 or have been rounded to $0.

Investment Adviser:
RidgeWorth Investments 3333 Piedmont Road NE, Suite 1500 Atlanta, GA 30305 www.ridgeworth.com
Investment Subadvisers:
Ceredex Value Advisors LLC Lincoln Plaza, Suite 1600 300 South Orange Avenue Orlando, FL 32801 www.ceredexvalue.com Certium Asset Management LLC 3333 Piedmont Road NE, Suite 1500 Atlanta, GA 30305 www.certiumllc.com	Silvant Capital Management LLC 3333 Piedmont Road NE, Suite 1500 Atlanta, GA 30305 www.silvantcapital.com Zevenbergen Capital Investments LLC 601 Union Street, Suite 4600 Seattle, WA 98101 www.zci.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.

To Obtain an SAI, Annual or Semi-Annual Report, or More Information:

Telephone:   Shareholder Services
1-888-784-3863

Mail:
RidgeWorth Funds
P.O. Box 8053
Boston, MA 02266-8053

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 20549-1520. 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.

RidgeWorth Investments^® is the trade name of RidgeWorth Capital Management, Inc.

RFPRO-EQ-0811

FIXED INCOME FUNDS
I SHARES PROSPECTUS

August 1, 2011
Investment Adviser: RidgeWorth Investments^®

	I Shares
Investment Grade Funds
Subadviser: Seix Investment Advisors LLC
• Corporate Bond Fund	STICX
• Intermediate Bond Fund	SAMIX
• Limited Duration Fund	SAMLX
• Total Return Bond Fund	SAMFX
High Yield Funds
Subadviser: Seix Investment Advisors LLC
• High Income Fund	STHTX
• Seix Floating Rate High Income Fund	SAMBX
• Seix High Yield Fund	SAMHX

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.

Table of Contents

1	Investment Grade Funds
1	Corporate Bond Fund
4	Intermediate Bond Fund
8	Limited Duration Fund
12	Total Return Bond Fund
16	High Yield Funds
16	High Income Fund
20	Seix Floating Rate High Income Fund
24	Seix High Yield Fund
28	More Information About Risk
33	More Information About Indices
33	More Information About Fund Investments
34	Information About Portfolio Holdings
34	Management
37	Purchasing, Selling and Exchanging Fund Shares
41	Market Timing Policies and Procedures
42	Distribution of Fund Shares
42	Shareholder Servicing Plans
43	Dividends and Distributions
43	Taxes
44	Financial Highlights
Back Cover	How to Obtain More Information About RidgeWorth Funds

August 1, 2011

RidgeWorth Investments^® is the trade name of RidgeWorth Capital Management, Inc.

Investment Grade Funds   1

CORPORATE BOND FUND

Summary Section

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.

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)

	I Shares
Management Fees		0.40%
Distribution (12b-1) Fees		None
Other Expenses		0.12%
Total Annual Fund Operating Expenses		0.52%

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	$	53	$	167	$	291	$	656

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 47% 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 (“Seix” or the “Subadviser”), believes are of comparable quality. Under normal circumstances, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) 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 so long as in the aggregate securities that are rated below BBB-/Baa3 do not constitute more than 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

You may lose money if you invest in the Fund. 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.

Below Investment Grade Securities Risk: Securities that are rated below investment grade (sometimes referred to as “junk bonds”), including those bonds rated lower than “BBB-” by Standard and Poor’s and

2  Investment Grade Funds

CORPORATE BOND FUND

Fitch, Inc. or “Baa3” by Moody’s Investors Services, Inc.), or that are unrated but judged by the Subadviser to be of comparable quality, at the time of purchase, 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, and may cause income and principal losses for the Fund.

Debt Securities Risk: Debt securities, such as bonds, involve credit risk. Credit risk is the risk that the borrower will not make timely payments of principal and interest. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on the issuer’s financial condition and on the terms of the securities. Debt securities are also subject to interest rate risk, which is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter term 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.

U.S. Government Agencies Risk: Obligations of U.S. government agencies and authorities are supported by varying degrees of credit, but generally are not backed by the full faith and credit of the U.S. government. U.S. government agencies debt securities may underperform other segments of the fixed income market or the fixed income market as a whole.

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 (before and after taxes) 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. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
7.54%	-3.98%
(6/30/09)	(3/31/09)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 3.02%.

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

					Since
	1 Year		5 Years		Inception
I Shares Returns Before Taxes		8.35%		6.27%		5.94%
I Shares Returns After Taxes on Distributions		6.23%		4.07%		3.75%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		5.93%		4.09%		3.80%
Barclays Capital U.S. Corporate Index (reflects no deduction for fees, expenses or taxes)		9.00%		6.05%		6.02%

Investment Grade Funds   3

CORPORATE BOND FUND

After-tax returns are calculated using the historical highest individual U.S. 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 (“IRAs”). After-tax returns are shown for only the I Shares. After-tax returns for other share classes will vary.

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser (the “Adviser”). Seix Investment Advisors LLC is the Fund’s Subadviser.

Portfolio Management

Mr. James F. Keegan, Chief Investment Officer and Chief Executive 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. 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 IRA.

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 website for more information.

4  Investment Grade Funds

INTERMEDIATE BOND FUND

Summary Section

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.

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage
of the value of your investment)

	I Shares
Management Fees		0.24%
Distribution (12b-1) Fees		None
Other Expenses		0.10%
Total Annual Fund Operating Expenses		0.34%

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	$	35	$	109	$	191	$	433

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 128% 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 (plus any borrowings for investment purposes) 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, (“Seix” or 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

Investment Grade Funds   5

INTERMEDIATE BOND FUND

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

You may lose money if you invest in the Fund. 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.

Debt Securities Risk: Debt securities, such as bonds, involve credit risk. Credit risk is the risk that the borrower will not make timely payments of principal and interest. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on the issuer’s financial condition and on the terms of the securities. Debt securities are also subject to interest rate risk, which is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter term securities.

Mortgage-Backed and Asset-Backed Securities 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 adjustable-rate securities 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 security could underperform and affect the Fund’s net asset value.

Prepayment and Call Risk: During periods of falling interest rates, an issuer of a callable bond held by the Fund may “call” or prepay the bond before its stated maturity date. When mortgages and other obligations are prepaid and when securities are called, the Fund may have to reinvest the proceeds 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 and/or a decline in the Fund’s income.

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: Securities that are rated below investment grade (sometimes referred to as “junk bonds”), including those bonds rated lower than “BBB-” by Standard and Poor’s and Fitch, Inc. or “Baa3” by Moody’s Investors Services, Inc.), or that are unrated but judged by the Subadviser to be of comparable quality, at the time of purchase, 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, and may cause income and principal losses for the Fund.

Floating Rate Loan Risk: The value of the collateral securing a floating rate loan can decline, be insufficient to meet the obligations of the borrower, or be difficult to liquidate. As a result, a floating rate loan may not be fully collateralized and can decline significantly in value. Floating rate loans generally are subject to contractual restrictions on resale. The liquidity of floating rate loans, including the volume and frequency of secondary market trading in such loans, varies significantly over time and among individual floating rate loans. During periods of infrequent trading, valuing a floating rate loan can be more difficult; and buying and selling a floating rate loan at an acceptable price can also be more difficult and delayed. Difficulty in selling a floating rate loan can result in a loss.

Derivatives Risk: In the course of pursuing its investment strategies, the Fund may invest in certain types of derivatives including swaps, foreign currency forward contracts and futures. The Fund is exposed to additional volatility and potential loss with these investments. Losses in these investments may exceed the Fund’s initial investment. Derivatives may be

6  Investment Grade Funds

INTERMEDIATE BOND FUND

difficult to value, may become illiquid and may not correlate perfectly with the overall securities market.

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 and interest rate 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 or decrease 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 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.

U.S. Government Issuers Risk: U.S. Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics. Similar to other issuers, changes to the financial condition or credit rating of the U.S. government may cause the value of its Treasury obligations to decline. Obligations of U.S. government agencies and authorities are supported by varying degrees of credit, but generally are not backed by the full faith and credit of the U.S. government. U.S. government debt securities may underperform other segments of the fixed income market or the fixed income market as a whole.

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 (before and after taxes) 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. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
6.44%	-2.33%
(12/31/08)	(06/30/04)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 2.36%.

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

	1 Year		5 Years		10 Years
I Shares Returns Before Taxes		4.97%		6.05%		5.34%
I Shares Returns After Taxes on Distributions		3.28%		4.23%		3.53%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		3.50%		4.13%		3.49%
Barclays Capital Intermediate U.S. Government/Credit Bond Index (reflects no deduction for fees, expenses or taxes)		5.89%		5.53%		5.51%

Investment Grade Funds   7

INTERMEDIATE BOND FUND

After-tax returns are calculated using the historical highest individual U.S. 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 (“IRAs”). After-tax returns are shown for only the I Shares. After-tax returns for other share classes will vary.

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser (the “Adviser”). Seix Investment Advisors LLC is the Fund’s Subadviser.

Portfolio Management

Mr. James F. Keegan, Chief Investment Officer and Chief Executive 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. 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 IRA.

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 website for more information.

8  Investment Grade Funds

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)

	I Shares
Management Fees		0.10%
Other Expenses		0.12%
Total Annual Fund Operating Expenses		0.22%

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	$	23	$	71	$	124	$	282

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 76% 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 (“Seix” or 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 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.

Investment Grade Funds   9

LIMITED DURATION FUND

Principal Investment Risks

You may lose money if you invest in the Fund. 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.

Debt Securities Risk: Debt securities, such as bonds, involve credit risk. Credit risk is the risk that the borrower will not make timely payments of principal and interest. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on the issuer’s financial condition and on the terms of the securities. Debt securities are also subject to interest rate risk, which is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter term securities.

Mortgage-Backed and Asset-Backed Securities 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 adjustable-rate securities 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 security could underperform and affect the Fund’s net asset value.

Prepayment and Call Risk: During periods of falling interest rates, an issuer of a callable bond held by the Fund may “call” or prepay the bond before its stated maturity date. When mortgages and other obligations are prepaid and when securities are called, the Fund may have to reinvest the proceeds 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 and/or a decline in the Fund’s income.

Floating Rate Notes Risk: Securities with floating or variable interest rates can be less sensitive to interest rate changes than securities with fixed interest rates, but may decline in value if their coupon rates do not reset as high, or as quickly, as comparable market interest rates.

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.

U.S. Government Issuers Risk: U.S. Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics. Similar to other issuers, changes to the financial condition or credit rating of the U.S. government may cause the value of its Treasury obligations to decline. Obligations of U.S. government agencies and authorities are supported by varying degrees of credit, but generally are not backed by the full faith and credit of the U.S. government. U.S. government debt securities may underperform other segments of the fixed income market or the fixed income market as a whole.

10  Investment Grade Funds

LIMITED DURATION 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 (before and after taxes) 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. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
2.18%	-3.37%
(3/31/09)	(12/31/08)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 0.23%.

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

					Since
	1 Year		5 Years		Inception*
I Shares Returns Before Taxes		1.43%		2.48%		2.18%
I Shares Returns After Taxes on Distributions		1.15%		1.44%		1.31%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		0.93%		1.51%		1.35%
Bank of America Merrill Lynch 3 Month U.S. Treasury Bill Index (reflects no deduction for fees, expenses or taxes)		0.13%		2.43%		2.20%

*  Since inception of the predecessor fund on October 25, 2002. Benchmark return since October 31, 2002.

After-tax returns are calculated using the historical highest individual U.S. 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 (“IRAs”).

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser (the “Adviser”). Seix Investment Advisors LLC is the Fund’s Subadviser.

Portfolio Management

Mr. James F. Keegan, Chief Investment Officer and Chief Executive 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

Effective June 30, 2011, the Limited Duration Fund is open solely to (i) clients of Seix Investment Advisors LLC, the Fund’s Subadviser, and its affiliates, and (ii) such other investors as Ridgeworth Capital Management Inc., shall approve in its discretion. All shareholders of the Limited Duration Fund as of June 30, 2011, however, can continue to hold and purchase additional 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.

Investment Grade Funds   11

LIMITED DURATION FUND

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 IRA.

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 website for more information.

12  Investment Grade Funds

TOTAL RETURN BOND FUND

Summary Section

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.

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage
of the value of your investment)

	I Shares
Management Fees		0.25%
Distribution (12b-1) Fees		None
Other Expenses		0.08%
Acquired Fund Fees and Expenses(1)		0.02%
Total Annual Fund Operating Expenses		0.35%

(1)  “Acquired Fund Fees and Expenses” reflect the Fund’s pro rata share of the fees and expenses incurred by investing in other investment companies. The impact of Acquired Fund Fees and Expenses is included in the total returns of the Fund. Acquired Fund Fees and Expenses are not used to calculate the Fund’s NAV and are not included in the calculation of the ratio of expenses to average net assets shown in the Financial Highlights section of the Fund’s prospectus.

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	$	36	$	113	$	197	$	445

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 294% 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 (plus any borrowings for investment purposes) 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 (“Seix” or 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 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.

Investment Grade Funds   13

TOTAL RETURN BOND FUND

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

You may lose money if you invest in the Fund. 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.

Debt Securities Risk: Debt securities, such as bonds, involve credit risk. Credit risk is the risk that the borrower will not make timely payments of principal and interest. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on the issuer’s financial condition and on the terms of the securities. Debt securities are also subject to interest rate risk, which is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter term securities.

Mortgage-Backed and Asset-Backed Securities 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 adjustable-rate securities 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 security could underperform and affect the Fund’s net asset value.

Prepayment and Call Risk: During periods of falling interest rates, an issuer of a callable bond held by the Fund may “call” or prepay the bond before its stated maturity date. When mortgages and other obligations are prepaid and when securities are called, the Fund may have to reinvest the proceeds 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 and/or a decline in the Fund’s income.

Below Investment Grade Securities Risk: Securities that are rated below investment grade (sometimes referred to as “junk bonds”), including those bonds rated lower than “BBB-” by Standard and Poor’s and Fitch, Inc. or “Baa3” by Moody’s Investors Services, Inc.), or that are unrated but judged by the Subadviser to be of comparable quality, at the time of purchase, involve greater risk of default and are more volatile than investment grade securities. Below investment grade securities may also be less liquid than higher quality securities, and may cause income and principal losses for the Fund.

Floating Rate Loan Risk: The value of the collateral securing a floating rate loan can decline, be insufficient to meet the obligations of the borrower, or be difficult to liquidate. As a result, a floating rate loan may not be fully collateralized and can decline significantly in value. Floating rate loans generally are subject to contractual restrictions on resale. The liquidity of floating rate loans, including the volume and frequency of secondary market trading in such loans, varies significantly over time and among individual floating rate loans. During periods of infrequent trading, valuing a floating rate loan can be more difficult; and buying and selling a floating rate loan at an acceptable price can also be more difficult and delayed. Difficulty in selling a floating rate loan can result in a loss.

Derivatives Risk: In the course of pursuing its investment strategies, the Fund may invest in certain types of derivatives including swaps, foreign currency forward contracts and futures. The Fund is exposed to additional volatility and potential loss with these investments. Losses in these investments may exceed

14  Investment Grade Funds

TOTAL RETURN BOND FUND

the Fund’s initial investment. Derivatives may be difficult to value, may become illiquid and may not correlate perfectly with the overall securities market.

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 and interest rate 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 or decrease 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 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.

U.S. Government Issuers Risk: U.S. Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics. Similar to other issuers, changes to the financial condition or credit rating of the U.S. government may cause the value of its Treasury obligations to decline. Obligations of U.S. government agencies and authorities are supported by varying degrees of credit, but generally are not backed by the full faith and credit of the U.S. government. U.S. government debt securities may underperform other segments of the fixed income market or the fixed income market as a whole.

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 (before and after taxes) 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. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
6.61%	-2.16%
(12/31/08)	(6/30/04)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 2.87%.

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

	1 Year		5 Years		10 Years
I Shares Returns Before Taxes		6.49%		6.32%		5.74%
I Shares Returns After Taxes on Distributions		4.21%		4.40%		3.91%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		4.44%		4.29%		3.84%
Barclays Capital U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes)		6.54%		5.80%		5.84%

Investment Grade Funds   15

TOTAL RETURN BOND FUND

After-tax returns are calculated using the historical highest individual U.S. 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 (“IRAs”). After-tax returns are shown for only the I Shares. After-tax returns for other share classes will vary.

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser (the “Adviser”). Seix Investment Advisors LLC is the Fund’s Subadviser.

Portfolio Management

Mr. James F. Keegan, Chief Investment Officer and Chief Executive 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. 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 IRA.

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 website for more information.

16  High Yield Funds

HIGH INCOME FUND

Summary Section

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.

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage
of the value of your investment)

	I Shares
Management Fees		0.60%
Distribution (12b-1) Fees		None
Other Expenses		0.10%
Acquired Fund Fees and Expenses(1)		0.01%
Total Annual Fund Operating Expenses		0.71%

(1)  “Acquired Fund Fees and Expenses” reflect the Fund’s pro rata share of the fees and expenses incurred by investing in other investment companies. The impact of Acquired Fund Fees and Expenses is included in the total returns of the Fund. Acquired Fund Fees and Expenses are not used to calculate the Fund’s NAV and are not included in the calculation of the ratio of expenses to average net assets shown in the Financial Highlights section of the Fund’s prospectus.

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	$	73	$	227	$	396	$	886

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 269% 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 (“Seix” or 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: (i) industries that have sound fundamentals; (ii) companies that have good business prospects and increasing credit strength; and (iii) 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

High Yield Funds   17

HIGH INCOME FUND

circumstances, at least 65% of its net assets in non-investment grade fixed income securities.

Principal Investment Risks

You may lose money if you invest in the Fund. 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.

Debt Securities Risk: Debt securities, such as bonds, involve credit risk. Credit risk is the risk that the borrower will not make timely payments of principal and interest. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on the issuer’s financial condition and on the terms of the securities. Debt securities are also subject to interest rate risk, which is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter term securities.

Below Investment Grade Securities Risk: Securities that are rated below investment grade (sometimes referred to as “junk bonds”), including those bonds rated lower than “BBB-” by Standard and Poor’s and Fitch, Inc. or “Baa3” by Moody’s Investors Services, Inc.), or that are unrated but judged by the Subadviser to be of comparable quality, at the time of purchase, involve greater risk of default and are more volatile than investment grade securities. Below investment grade securities may also be less liquid than higher quality securities, and may cause income and principal losses for the Fund.

Floating Rate Loan Risk: The value of the collateral securing a floating rate loan can decline, be insufficient to meet the obligations of the borrower, or be difficult to liquidate. As a result, a floating rate loan may not be fully collateralized and can decline significantly in value. Floating rate loans generally are subject to contractual restrictions on resale. The liquidity of floating rate loans, including the volume and frequency of secondary market trading in such loans, varies significantly over time and among individual floating rate loans. During periods of infrequent trading, valuing a floating rate loan can be more difficult; and buying and selling a floating rate loan at an acceptable price can also be more difficult and delayed. Difficulty in selling a floating rate loan can result in a loss.

Prepayment and Call Risk: During periods of falling interest rates, an issuer of a callable bond held by the Fund may “call” or prepay the bond before its stated maturity date. When mortgages and other obligations are prepaid and when securities are called, the Fund may have to reinvest the proceeds 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 and/or a decline in the Fund’s income.

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: In the course of pursuing its investment strategies, the Fund may invest in certain types of derivatives including swaps, foreign currency forward contracts and futures. The Fund is exposed to additional volatility and potential loss with these investments. Losses in these investments may exceed the Fund’s initial investment. Derivatives may be difficult to value, may become illiquid and may not correlate perfectly with the overall securities market.

Futures Contract Risk: 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 and interest rate 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 or decrease 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.

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.

18  High Yield Funds

HIGH INCOME FUND

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.

U.S. Government Issuers Risk: U.S. Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics. Similar to other issuers, changes to the financial condition or credit rating of the U.S. government may cause the value of U.S. Treasury obligations to decline. Obligations of U.S. government agencies and authorities are supported by varying degrees of credit, but generally are not backed by the full faith and credit of the U.S. government. U.S. government debt securities may underperform other segments of the fixed income market or the fixed income market as a whole.

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 (before and after taxes) 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. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
17.94%	-22.06%
(6/30/09)	(12/31/08)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 5.95%.

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

					Since
	1 Year		5 Years		Inception*
I Shares Returns Before Taxes		17.43%		9.81%		9.48%
I Shares Returns After Taxes on Distributions		14.31%		6.43%		6.00%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		11.21%		6.29%		6.00%
Barclays Capital U.S. Corporate High Yield Bond Index (reflects no deduction for fees, expenses or taxes)		15.12%		8.91%		9.69%

*  Since inception of the * I Shares on October 3, 2001. Benchmark returns since September 30, 2001.

After-tax returns are calculated using the historical highest individual U.S. 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 (“IRAs”).

High Yield Funds   19

HIGH INCOME FUND

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser (the “Adviser”). Seix Investment Advisors LLC is the Fund’s Subadviser.

Portfolio Management

Mr. Brian Nold, M.D., Managing Director and Senior Portfolio Manager, has co-managed the High Income Fund since August 2006. Mr. Michael Kirkpatrick, Managing Director and Senior Portfolio Manager, has co-managed the High Income Fund since August 2011.

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 IRA.

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 website for more information.

20  High Yield Funds

SEIX FLOATING RATE HIGH INCOME FUND

Summary Section

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.

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)

	I Shares
Management Fees		0.42%
Distribution (12b-1) Fees		None
Other Expenses		0.09%
Acquired Fund Fees and Expenses(1)		0.01%
Total Annual Fund Operating Expenses		0.52%

(1)  “Acquired Fund Fees and Expenses” reflect the Fund’s pro rata share of the fees and expenses incurred by investing in other investment companies. The impact of Acquired Fund Fees and Expenses is included in the total returns of the Fund. Acquired Fund Fees and Expenses are not used to calculate the Fund’s NAV and are not included in the calculation of the ratio of expenses to average net assets shown in the Financial Highlights section of the Fund’s prospectus.

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	$	53	$	167	$	291	$	656

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 104% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) 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 the London Interbank Offered Rate (“LIBOR”). 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 (“Seix” or 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.

High Yield Funds   21

SEIX FLOATING RATE HIGH INCOME FUND

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. 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

You may lose money if you invest in the Fund. 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.

Debt Securities Risk: Debt securities, such as bonds, involve credit risk. Credit risk is the risk that the borrower will not make timely payments of principal and interest. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on the issuer’s financial condition and on the terms of the securities. Debt securities are also subject to interest rate risk, which is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter term securities.

Floating Rate Loan Risk: The value of the collateral securing a floating rate loan can decline, be insufficient to meet the obligations of the borrower, or be difficult to liquidate. As a result, a floating rate loan may not be fully collateralized and can decline significantly in value. Floating rate loans generally are subject to contractual restrictions on resale. The liquidity of floating rate loans, including the volume and frequency of secondary market trading in such loans, varies significantly over time and among individual floating rate loans. During periods of infrequent trading, valuing a floating rate loan can be more difficult; and buying and selling a floating rate loan at an acceptable price can also be more difficult and delayed. Difficulty in selling a floating rate loan can result in a loss.

Senior Loan Risk: 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.

Below Investment Grade Securities Risk: Securities that are rated below investment grade (sometimes referred to as “junk bonds”), including those bonds rated lower than “BBB-” by Standard and Poor’s and Fitch, Inc. or “Baa3” by Moody’s Investors Services, Inc.), or that are unrated but judged by the Subadviser to be of comparable quality, at the time of purchase, involve greater risk of default and are more volatile than investment grade securities. Below investment grade securities may also be less liquid than higher quality securities, and may cause income and principal losses for the Fund.

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: In the course of pursuing its investment strategies, the Fund may invest in certain types of derivatives including swaps, foreign currency forward contracts and futures. The Fund is exposed to additional volatility and potential loss with these

22  High Yield Funds

SEIX FLOATING RATE HIGH INCOME FUND

investments. Losses in these investments may exceed the Fund’s initial investment. Derivatives may be difficult to value, may become illiquid and may not correlate perfectly with the overall securities market.

Futures Contract Risk: 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.

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 and interest rate 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 or decrease 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.

U.S. Government Issuers Risk: U.S. Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics. Similar to other issuers, changes to the financial condition or credit rating of the U.S. government may cause the value of U.S. Treasury obligations to decline. Obligations of U.S. government agencies and authorities are supported by varying degrees of credit, but generally are not backed by the full faith and credit of the U.S. government. U.S. government debt securities may underperform other segments of the fixed income market or the fixed income market as a whole.

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 (before and after taxes) does not indicate how the Fund will perform in the future. The Fund began operating on March 1, 2006. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
12.47%	-18.40%
(6/30/09)	(12/31/08)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 2.61%.

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

			Since
	1 Year		Inception*
I Shares Returns Before Taxes		9.97%		4.38%
I Shares Returns After Taxes on Distributions		7.69%		2.01%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		6.41%		2.31%
Credit Suisse Institutional Leveraged Loan Index (reflects no deduction for fees, expenses or taxes)**		7.63%		2.01%

*	Since inception of the I Shares of the Fund on March 1, 2006. Benchmark return since February 28, 2006 (benchmark returns available only on a month end basis).
**	Index returns reflect the returns of the Credit Suisse First Boston Leveraged Loan Index, the Fund’s former benchmark index, through January 31, 2010 and the Credit Suisse Institutional Leveraged Loan Index thereafter.

High Yield Funds   23

SEIX FLOATING RATE HIGH INCOME FUND

After-tax returns are calculated using the historical highest individual U.S. 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 (“IRAs”). After-tax returns are shown for only the I Shares. After-tax returns for other share classes will vary.

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser (the “Adviser”). Seix Investment Advisors LLC is the Fund’s Subadviser.

Portfolio Management

Mr. George Goudelias, Managing Director and Senior Portfolio Manager of Seix, has co-managed the Fund since its inception. Vincent Flanagan, Vice President and Portfolio Manager of Seix, has co-managed the Fund since 2011.

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 IRA.

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 website for more information.

24  High Yield Funds

SEIX HIGH YIELD FUND

Summary Section

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.

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)

	I Shares
Management Fees		0.43%
Distribution (12b-1) Fees		None
Other Expenses		0.08%
Total Annual Fund Operating Expenses		0.51%

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	$	52	$	164	$	286	$	644

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 119% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, 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 (plus any borrowings for investment purposes) 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 Fund’s Subadviser, Seix Investment Advisors LLC (“Seix” or 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 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;

High Yield Funds   25

SEIX HIGH YIELD FUND

(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

You may lose money if you invest in the Fund. 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.

Debt Securities Risk: Debt securities, such as bonds, involve credit risk. Credit risk is the risk that the borrower will not make timely payments of principal and interest. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on the issuer’s financial condition and on the terms of the securities. Debt securities are also subject to interest rate risk, which is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter term securities.

Below Investment Grade Securities Risk: Securities that are rated below investment grade (sometimes referred to as “junk bonds”), including those bonds rated lower than “BBB-” by Standard and Poor’s and Fitch, Inc. or “Baa3” by Moody’s Investors Services, Inc.), or that are unrated but judged by the Subadviser to be of comparable quality, at the time of purchase, involve greater risk of default and are more volatile than investment grade securities. Below investment grade securities may also be less liquid than higher quality securities, and may cause income and principal losses for the Fund.

Floating Rate Loan Risk: The value of the collateral securing a floating rate loan can decline, be insufficient to meet the obligations of the borrower, or be difficult to liquidate. As a result, a floating rate loan may not be fully collateralized and can decline significantly in value. Floating rate loans generally are subject to contractual restrictions on resale. The liquidity of floating rate loans, including the volume and frequency of secondary market trading in such loans, varies significantly over time and among individual floating rate loans. During periods of infrequent trading, valuing a floating rate loan can be more difficult; and buying and selling a floating rate loan at an acceptable price can also be more difficult and delayed. Difficulty in selling a floating rate loan can result in a loss.

Prepayment and Call Risk: During periods of falling interest rates, an issuer of a callable bond held by the Fund may “call” or prepay the bond before its stated maturity date. When mortgages and other obligations are prepaid and when securities are called, the Fund may have to reinvest the proceeds 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 and/or a decline in the Fund’s income.

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: In the course of pursuing its investment strategies, the Fund may invest in certain types of derivatives including swaps, foreign currency forward contracts and futures. The Fund is exposed to additional volatility and potential loss with these investments. Losses in these investments may exceed the Fund’s initial investment. Derivatives may be difficult to value, may become illiquid and may not correlate perfectly with the overall securities market.

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 and interest rate 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

26  High Yield Funds

SEIX HIGH YIELD FUND

increase or decrease 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 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.

U.S. Government Issuers Risk: U.S. Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics. Similar to other issuers, changes to the financial condition or credit rating of the U.S. government may cause the value of U.S. Treasury obligations to decline. Obligations of U.S. government agencies and authorities are supported by varying degrees of credit, but generally are not backed by the full faith and credit of the U.S. government. U.S. government debt securities may underperform other segments of the fixed income market or the fixed income market as a whole.

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 (before and after taxes) 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. Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863 or by visiting www.ridgeworth.com.

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

Best Quarter	Worst Quarter
11.39%	-14.52%
(6/30/09)	(12/31/08)

*  The performance information shown above is based on a calendar year. The Fund’s total return for the six months ended June 30, 2011 was 5.30%.

High Yield Funds   27

SEIX HIGH YIELD FUND

The following table compares the Fund’s average annual total returns for the periods indicated with those of a broad measure of market performance.

AVERAGE ANNUAL TOTAL RETURNS
(for periods ended December 31, 2010)

	1 Year		5 Years		10 Years*
I Shares Returns Before Taxes		14.93%		6.41%		7.57%
I Shares Returns After Taxes on Distributions		11.70%		3.48%		4.77%
I Shares Returns After Taxes on Distributions and Sale of Fund Shares		9.56%		3.68%		4.80%
Bank of America Merrill Lynch BB-B U.S. High Yield Constrained Index (reflects no deduction for fees, expenses or taxes)		14.26%		7.62%		7.95%

*  Since inception of the predecessor fund on December 29, 2000. Benchmark return since December 31, 2000.

After-tax returns are calculated using the historical highest individual U.S. 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 (“IRAs”).

Investment Adviser and Subadviser

RidgeWorth Investments is the Fund’s investment adviser (the “Adviser”). Seix Investment Advisors LLC is the Fund’s Subadviser.

Portfolio Management

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. 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 IRA.

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 website for more information.

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MORE INFORMATION ABOUT RISK

More Information About Risk

Below Investment Grade Risk

All Funds

High yield securities may be subject to greater levels of credit or default risk than higher-rated securities. The value of high yield securities can be adversely affected by overall economic conditions, such as an economic downturn or a period of rising interest rates, and high yield securities may be less liquid and more difficult to sell at an advantageous time or price or to value than higher-rated securities.

In particular, high yield securities are often issued by smaller, less creditworthy or highly leveraged (indebted) issuers, which are generally less able than more financially stable issuers to make scheduled payments of interest and principal.

Derivatives Risk

All 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. Because leveraging is inherent in derivatives, the use of derivatives also involves the risk of leveraging. Risks involved with hedging and leveraging activities include:

•  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.

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 cover fully its future obligations. By setting aside assets equal only to its net obligations rather than the full notional amount 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.

Emerging Markets Risk

High Income Fund
Intermediate Bond Fund
Seix Floating Rate High Income Fund
Seix High Yield Fund
Total Return 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

29

MORE INFORMATION ABOUT RISK

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 Securities Risk

High Income Fund
Seix Floating Rate High Income Fund
Seix High Yield Fund

Equity securities include public and privately issued equity securities, common and preferred stocks, warrants, rights to subscribe to common stock and convertible securities. 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 Funds

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 bearing expenses directly 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.

Debt Securities Risk

All Funds

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

High Income Fund
Intermediate Bond Fund
Seix Floating Rate High Income 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.

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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 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, because of 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 collateralized fully 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.

Seix Investment Advisors LLC (“Seix”) currently serves as collateral manager to six collateralized loan obligation (“CLO”) funds that invest in bank loans. The trustees and custodians of the CLO funds are not affiliated entities of the Adviser or Seix. 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 Seix serves as subadviser to an unaffiliated registered fund and 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 Seix. The custodians and administrators for the two unregistered funds are not affiliated entities of the Adviser or Seix. 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 Seix. 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.

Seix 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 always participate in the same or similar investments or receive equal or better individual investment allocations at any given time.

Floating Rate Notes Risk

Limited Duration Fund

Securities with floating or variable interest rates can be less sensitive to interest rate changes than securities with fixed interest rates, but may decline in value if their interest rates do not rise as much, or as quickly, as interest rates in general. Conversely, floating rate securities will not generally increase in value if interest rates decline. The impact of interest rate changes on floating rate investments is typically mitigated by the periodic interest rate reset of the investments. Securities with longer durations tend to be more sensitive to interest rate changes, usually making them more volatile than securities with shorter durations. Benchmark interest rates, such as LIBOR, may not accurately track market interest rates.

Foreign Securities Risk

All Funds

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

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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 Funds

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.

Mortgage-Backed and Asset-Backed Securities Risk

High Income Fund
Intermediate Bond Fund
Limited Duration Fund
Seix High Yield Fund
Total Return 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 cash-flow 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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Restricted Securities Risk

All Funds

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

A Fund may lend securities to approved borrowers, such as broker-dealers, to earn additional income. Securities lending 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 recall the security timely, 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 and it, therefore, may give up voting rights. 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. The Fund will, however, be entitled to receive income with respect to the collateral received in connection with the Fund’s securities lending activities and invested by the Fund.

Small- and Mid-Capitalization Companies Risk

High Income Fund
Intermediate Bond Fund
Seix Floating Rate High Income Fund
Seix High Yield Fund
Total Return Bond Fund

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, particularly 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 proportion of their earnings in their business and may not pay dividends or make interest payments for some time, particularly if they are newer companies.

U.S. Government Issuers Risk

All Funds

U.S. Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics. Similar to other issuers, changes to the financial condition or credit rating of the U.S. government may cause the value of its Treasury obligations to decline. Obligations of U.S. government agencies and authorities are supported by varying degrees of credit, but generally are not backed by the full faith and credit of the U.S. government. U.S. government debt securities may underperform other segments of the fixed income market or the fixed income market as a whole.

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 or Subadviser 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 Subadviser’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 Subadviser 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

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movements, 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.

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 U.S. Corporate Index covers U.S. dollar-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 U.S. dollar-denominated U.S. Treasuries, government-related (the U.S. 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 fixed-rate and non-convertible securities.

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 U.S. Treasury, government-related, corporate, mortgage-backed securities (agency fixed-rate and hybrid adjustable-rate mortgage (“ARM”) pass-throughs), asset-backed securities and commercial mortgage-backed securities sectors.

Barclays Capital U.S. Corporate High Yield Bond 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 rating of Moody’s, Fitch and S&P is Ba1/BB+/BB+ or below. The index excludes emerging markets debt.

Credit Suisse Institutional Leveraged Loan Index is a sub-index of the Credit Suisse 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. The Index reflects reinvestment of all distributions and changes and market prices.

Bank of America Merrill Lynch BB-B U.S. High Yield Constrained Index tracks the performance of BB1 through B3 rated U.S. dollar-denominated corporate bonds publicly issued in the U.S. domestic market.

Bank of America Merrill Lynch 3 Month U.S. Treasury Bill Index tracks the monthly price-only and total return performance of a three-month U.S. Treasury bill, based on monthly average auction rates.

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 Funds’ 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 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. In addition, each Fund may shorten its average weighted maturity to as little as 90 days. A Fund will do so only if the Adviser or its 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.

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.

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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.

Information About Portfolio Holdings

A description of the Funds’ policies and procedures with respect to the circumstances under which the Funds disclose their respective 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 Funds. The Board supervises the Adviser and the Subadviser and establishes policies that the Adviser and the Subadviser 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, located at 3333 Piedmont Road, Suite 1500, Atlanta, GA 30305 (“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, 2011, the Adviser had approximately $47.3 billion in assets under management. The Adviser is responsible for overseeing the Subadviser to ensure compliance with each Fund’s investment policies and guidelines, and monitors the Subadviser’s adherence to its investment style. The Adviser pays the Subadviser out of the fees it receives from the Funds.

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.ridgeworth.com.

For the fiscal year ended March 31, 2011, the following Funds paid the Adviser advisory fees (after waivers) based on the respective Fund’s average daily net assets of:

Corporate Bond Fund	0.40%
High Income Fund	0.60%
Intermediate Bond Fund	0.24%
Limited Duration Fund	0.10%
Seix Floating Rate High Income Fund	0.43%
Seix High Yield Fund	0.43%
Total Return Bond Fund	0.25%

The following breakpoints are used in computing the advisory fee:

Average Daily Net Assets	Discount From Full Fee
First $500 million	None — Full Fee
Next $500 million	5%
Over $1 billion	10%

Based on average daily net assets as of March 31, 2011, 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:

Intermediate Bond Fund	0.25%
Seix Floating Rate High Income Fund	0.45%
Seix High Yield Fund	0.45%

*  Fund expenses in the “Annual Fund Operating Expenses” tables shown earlier in this prospectus reflect the advisory breakpoints.

A discussion regarding the basis for the Board’s approval of the continuance of the investment advisory agreement with the Adviser appears in the Funds’ annual report to shareholders for the period ended March 31, 2011.

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 Subadviser

The Subadviser 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

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the Board. A discussion regarding the basis for the Board’s approval of the continuance of the investment subadvisory agreement appears in the Funds’ annual report to shareholders for the period ended March 31, 2011.

Information about the Subadviser 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.

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 institutional fixed income management division. As of June 30, 2011, Seix had approximately $26.429 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 18 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.

The following individuals are primarily responsible for the day-to-day management of the following Funds.

High Income Fund and Seix Floating Rate High Income Fund

Mr. George Goudelias currently serves as Managing Director and Senior Portfolio Manager of Seix and served as Managing Director of the Adviser from 2004-2008. Prior to joining Seix, Mr. Goudelias served as Director of High Yield Research of Seix Investment Advisors, Inc., a predecessor of Seix, from 2001 to 2004. Mr. Goudelias has managed the Seix Floating Rate High Income Fund since its inception. He has more than 25 years of investment experience.

Mr. Vincent Flanagan currently serves as Vice President and Portfolio Manager of Seix and as Senior High Yield Analyst of Seix since 2006. Prior to joining Seix, Mr. Flanagan was the Director of Research for Assurant Inc. Mr. Flanagan has co-managed the Seix Floating Rate High Income Fund since August 2011. He has more than 14 years of investment experience.

Mr. Brian Nold, M.D., currently serves as Managing Director and Senior Portfolio Manager of Seix and as Senior High Yield Analyst of Seix since 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 2006. He has more than 11 years of investment experience.

Mr. Michael Kirkpatrick has co-managed the High Income Fund since August 2011. 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 20 years of investment experience.

Seix High Yield Fund

Mr. Michael Kirkpatrick, Managing Director and Senior Portfolio Manager, has been a member of the Seix High Yield Fund’s management team since 2007. Mr. Kirkpatrick’s biography is set forth above.

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 2007. Mr. Nold’s biography is set forth above.

Intermediate Bond Fund, Limited Duration Fund and Total Return Bond Fund (collectively, the “Investment Grade Funds”)

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,

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compliance with stated investment objectives, and cash flow monitoring.

Mr. James F. Keegan, Chief Investment Officer and Chief Executive Officer, has been a member of the Investment Grade Funds’ management team since 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 2006 to 2008, a private investor from 2003 through 2006, and the Chief Investment Officer of Westmoreland Capital Management, LLC from 2002 to 2003. Mr. Keegan has more than 28 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 and the Total Return Bond Fund since 2002 and the Limited Duration Fund since 2007. Mr. Webb has more than 16 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 and the Total Return Bond Fund since 2002 and the Limited Duration Fund since inception. He has more than 25 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 Seix 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 Limited Duration Fund and the Total Return Bond Fund since 2007. Mr. Rieger has more than 24 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 Seix in 2005 as the Head of Emerging Markets. Prior to joining Seix, Mr. Antiles was a Director at Citigroup/Salomon Smith Barney since 1997. Mr. Antiles has co-managed the Intermediate Bond Fund since 2005, the Total Return Bond Fund since 2007 and the Limited Duration Fund since 2009. Mr. Antiles has more than 17 years investment experience.

Corporate Bond Fund

Mr. James F. Keegan, Chief Investment Officer and Chief Executive Officer, has been a member of the Corporate Bond Fund’s management team since 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 2006 to 2008, a private investor from 2003 to 2006, and the Chief Investment Officer of Westmoreland Capital Management, LLC from 2002 to 2003. Mr. Keegan has more than 28 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 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 16 years of investment experience.

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Mr. Perry Troisi, Managing Director and Senior Portfolio Manager, has been a member of the Corporate Bond Fund’s management team since 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.

Purchasing, Selling and Exchanging Fund Shares

This section tells you how to purchase, sell (sometimes called “redeem”) and exchange I Shares of the Funds. Investors purchasing or selling shares through a pension or 401(k) plan should also refer to their Plan documents.

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 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.

How to Purchase Fund Shares

Purchasing I Shares

Effective June 30, 2011, the Limited Duration Fund is open solely to (i) clients of Seix Investment Advisors LLC, the Fund’s Subadviser, and its affiliates, and (ii) such other investors as Ridgeworth Capital Management Inc., shall approve in its discretion. All shareholders of the Limited Duration Fund as of June 30, 2011, however, can continue to hold and purchase additional 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.

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, at 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

38 

PURCHASING, SELLING AND EXCHANGING FUND SHARES

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.

When Can You Purchase Shares? — I 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”). The RidgeWorth Funds reserve the right to open one or more Funds on days that the principal bond markets (as recommended by the Securities Industry and Financial Markets Association are open even if the NYSE is closed. Each 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).

If a 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.

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 your 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 information about how to purchase, sell or exchange Fund shares, including your 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 — I 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 generally values its investment portfolio at market price. 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.

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.

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

39

PURCHASING, SELLING AND EXCHANGING FUND SHARES

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.

The prices for many securities held by the Funds are provided by independent pricing services approved by the Board.

Minimum/Maximum Purchases — I Shares

For investors who qualify to purchase I Shares, there are no minimum or maximum requirements for initial or subsequent purchases.

Customer Identification

Foreign Investors

The Funds do not generally accept investments in I Shares by non-U.S. citizens or entities. Investors in I 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.

Customer Identification and Verification

To help the government fight the funding of terrorism and money laundering activities, U.S. 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, and 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 U.S. 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.

Offering Price of Fund Shares — I Shares

The offering price of I Shares is simply the next calculated NAV.

How to Sell Your Fund Shares

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.

40 

PURCHASING, SELLING AND EXCHANGING FUND SHARES

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.

A Medallion Signature Guarantee^¨ — 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 — I Shares

The sale price of each share will be the next NAV determined after the Funds receive your request in proper form.

Receiving Your Money — 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).

Redemptions In-Kind — 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.

Suspension of Your Right to Sell Your Shares — 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 Funds’ SAI.

Exchanges

When you exchange shares, you are really selling your shares of one Fund and buying shares of another RidgeWorth Fund. Therefore, your sale price and purchase price will be based on the NAV next calculated after the Funds receive your exchange requests, in proper form.

I Shares

At any time, you may exchange your I Shares of a Fund for shares of the State Street Institutional Liquid Reserves Fund — Investment Class. Further, qualifying shares of the State Street Institutional Liquid Reserves Fund — Investment Class may be exchanged for I Shares of any Fund. You should read the State Street Institutional Liquid Reserves Fund — Investment Class prospectus prior to investing in that mutual fund. You can obtain a prospectus State Street Institutional Liquid Reserves Fund — Investment Class by calling 1-888-784-3863 or visiting our website at www.ridgeworth.com. The Funds reserve the right to reject any purchase order, including exchanges from any of the Funds or the State Street Institutional Liquid Reserves Fund — Investment Class without notice and regardless of size.

If you purchased shares though a financial institution or intermediary please contact your financial

41

MARKET TIMING POLICIES AND PROCEDURES

institution or intermediary regarding the availability of this exchange privilege. Please note that you must meet the minimum investment requirements of the Fund and share class in to which you are exchanging. Exchanges from one Fund to another are taxable, including exchanges between the Funds and the State Street Institutional Liquid Reserves Fund — Investment Class.

Converting Shares

You may exchange your shares for shares of a different class of the same Fund based on the NAV of each class next calculated after the Fund receives your exchange request in proper form. You must meet investor eligibility requirements applicable to the share class into which you are exchanging. If you have held your current shares for less than one year, any applicable CDSC will be assessed on your shares when you make the exchange. You may request an exchange by contacting the Funds at 1-888-784-3863 or the financial institution or intermediary through which your shares are held. The Funds may change, suspend or terminate this exchange privilege at any time.

Telephone Transactions — 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.

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

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 and 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; and

42 

DIVIDENDS AND DISTRIBUTIONS

•  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 the Adviser reasonably believes that the trading activity would be harmful or disruptive to the Funds.

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.

Distribution of Fund Shares

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.

Shareholder Servicing Plans

With respect to the I Shares of certain of the Funds, the I Shares Shareholder Servicing Plan permits the 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 I 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.

43

TAXES

Dividends and Distributions

Each Fund declares dividends daily and pays these dividends monthly. Each Fund makes distributions of its net realized capital gains, if any, at least annually. If you own Fund shares on a Fund’s record date, you will be entitled to receive the distribution.

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.

401(k) Plan participants will receive dividends and distributions in the form of additional Fund shares if the participant owns shares of the Funds 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 Funds on the date the dividend or distribution is allocated.

Taxes

Please consult your tax advisor regarding your specific questions about U.S. federal, state, and local income taxes. Summarized below are 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 Funds’ SAI.

Dividends and distributions will accumulate on a tax-deferred basis if you are investing through a 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 401(k) Plan withdrawals, you should consult your tax advisor or plan administrator.

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, 2012. 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 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.

Beginning in 2013, distributions from a Fund will be subject to a 3.8% U.S. federal Medicare contribution tax on “net investment income” for individuals with incomes exceeding $200,000 ($250,000 if married and filing jointly). “Net investment income” for this purpose does not include federally tax-exempt distributions (described below).

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 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.

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%.

More information about taxes is in the SAI.

44 

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 Funds’ Annual Reports to Shareholders for such periods. The 2011 Annual Report is available upon request and without charge by calling 1-888-784-3863 or on the Funds’ website at www.ridgeworth.com.

																																		Ratio of
						Net																									Ratio of			Net			Ratio of
						Realized																									Net			Investment			Expenses to
						and												Distributions						Net							Expenses			Income			Average
	Net Asset		Net			Unrealized						Dividends			Distributions			from			Total			Asset							to			to			Net Assets
	Value,		Investment			Gains						from Net			from Tax			Realized			Dividends			Value,					Net Assets		Average			Average			(Excluding			Portfolio
	Beginning		Income			(Losses) on			Total From			Investment			Return of			Capital			and			End of		Total			End of		Net			Net			Waivers And			Turnover
	of Period		(Loss)			Investments			Operations			Income			Capital			Gains			Distributions			Period		Return(a)			Period (000)		Assets(b)			Assets(b)			Reimbursements)(b)			Rate(c)
Corporate Bond Fund
I Shares
Year Ended March 31, 2011	$	9.63	$	0.45	(d)	$	0.20		$	0.65		$	(0.45	)	$	—		$	(0.24	)	$	(0.69	)	$	9.59		6.92	%	$	63,132		0.52	%		4.56	%		0.52	%		47	%
Year Ended March 31, 2010		8.53		0.46	(d)		1.09			1.55			(0.45	)		—			—			(0.45	)		9.63		18.49			157,739		0.50			4.86			0.50			75
Year Ended March 31, 2009		9.60		0.49	(d)		(0.86	)		(0.37	)		(0.70	)		—			—			(0.70	)		8.53		(4.10	)		39,881		0.73			5.29			0.74			357
Year Ended March 31, 2008		9.88		0.60	(d)		(0.27	)		0.33			(0.61	)		—			—			(0.61	)		9.60		3.43			62,581		0.69			6.16			0.71			439
Year Ended March 31, 2007		9.64		0.50	(d)		0.31			0.81			(0.40	)		(0.17	)		—			(0.57	)		9.88		8.66			86,812		0.71			5.20			0.73			397
High Income Fund
I Shares
Year Ended March 31, 2011		6.77		0.50	(d)		0.54			1.04			(0.50	)		—			(0.02	)		(0.52	)		7.29		15.83	(e)		394,690		0.70			7.10			0.70			269
Year Ended March 31, 2010		4.67		0.55			2.09			2.64			(0.54	)		—			—			(0.54	)		6.77		58.65			148,252		0.70			8.97			0.72			466
Year Ended March 31, 2009		6.40		0.54			(1.74	)		(1.20	)		(0.53	)		—			—			(0.53	)		4.67		(19.40	)		23,995		0.70			9.67			0.76			368
Year Ended March 31, 2008		7.36		0.57			(0.82	)		(0.25	)		(0.58	)		—			(0.13	)		(0.71	)		6.40		(3.68	)		30,587		0.70			8.23			0.71			403
Year Ended March 31, 2007		6.97		0.58			0.39			0.97			(0.58	)		—			—			(0.58	)		7.36		14.58			42,809		0.70			8.11			0.71			379
Intermediate Bond Fund
I Shares
Year Ended March 31, 2011		10.53		0.29	(d)		0.11			0.40			(0.25	)		(0.03	)		(0.30	)		(0.58	)		10.35		3.75			1,305,914		0.34			2.73			0.34			128
Year Ended March 31, 2010		10.27		0.34	(d)		0.27			0.61			(0.30	)		—			(0.05	)		(0.35	)		10.53		6.08			1,559,191		0.31			3.24			0.31			122
Year Ended March 31, 2009		10.29		0.43			0.24			0.67			(0.46	)		—			(0.23	)		(0.69	)		10.27		6.83			1,071,496		0.29			4.24			0.29			217
Year Ended March 31, 2008		9.96		0.50			0.33			0.83			(0.49	)		—			(0.01	)		(0.50	)		10.29		8.57			812,982		0.29			4.80			0.30			254
Year Ended March 31, 2007		9.85		0.46	(d)		0.11			0.57			(0.46	)		—			—			(0.46	)		9.96		5.97			94,136		0.31			4.67			0.31			225
Limited Duration Fund
I Shares
Year Ended March 31, 2011		9.71		0.10	(d)		0.03			0.13			(0.08	)		—			—			(0.08	)		9.76		1.37			21,883		0.22			1.11			0.22			76
Year Ended March 31, 2010		9.52		0.08			0.18			0.26			(0.07	)		—			—			(0.07	)		9.71		2.69			22,482		0.23			0.82			0.23			124
Year Ended March 31, 2009		9.87		0.23			(0.37	)		(0.14	)		(0.21	)		—			—			(0.21	)		9.52		(1.38	)		30,826		0.19			2.43			0.19			44
Year Ended March 31, 2008		9.98		0.50			(0.12	)		0.38			(0.49	)		—			—			(0.49	)		9.87		3.90			43,509		0.17			5.01			0.17			132
Year Ended March 31, 2007		9.99		0.51			(0.02	)		0.49			(0.50	)		—			—			(0.50	)		9.98		5.04			40,291		0.14			5.03			0.14			185
Seix Floating Rate High Income Fund
I Shares
Year Ended March 31, 2011		8.80		0.59	(d)		0.15			0.74			(0.53	)		—			—			(0.53	)		9.01		8.64			3,078,972		0.51			6.62			0.51			104
Year Ended March 31, 2010		7.37		0.53			1.40			1.93			(0.50	)		—			—			(0.50	)		8.80		26.68			1,173,308		0.50			7.08			0.50			117
Year Ended March 31, 2009		8.90		0.52			(1.53	)		(1.01	)		(0.52	)		—			—			(0.52	)		7.37		(11.67	)		557,347		0.49			6.31			0.49			226
Year Ended March 31, 2008		9.98		0.70			(1.06	)		(0.36	)		(0.70	)		—			(0.02	)		(0.72	)		8.90		(3.85	)		553,208		0.51			7.34			0.51			134
Year Ended March 31, 2007		9.96		0.69			0.03			0.72			(0.70	)		—			—			(0.70	)		9.98		7.47			582,861		0.51			7.03			0.51			148
Seix High Yield Fund
I Shares
Year Ended March 31, 2011		9.46		0.77	(d)		0.61			1.38			(0.77	)		—			—			(0.77	)		10.07		15.24			1,724,652		0.51			7.96			0.51			119
Year Ended March 31, 2010		7.75		0.77			1.70			2.47			(0.76	)		—			—			(0.76	)		9.46		32.91			1,723,678		0.48			8.54			0.49			116
Year Ended March 31, 2009		9.77		0.78			(2.03	)		(1.25	)		(0.77	)		—			—			(0.77	)		7.75		(13.15	)		786,029		0.50			8.99			0.51			114
Year Ended March 31, 2008		10.84		0.80			(1.06	)		(0.26	)		(0.81	)		—			—			(0.81	)		9.77		(2.50	)		663,081		0.49			7.70			0.50			117
Year Ended March 31, 2007		10.69		0.74			0.15			0.89			(0.74	)		—			—			(0.74	)		10.84		8.68			1,116,851		0.48			6.92			0.48			130
Total Return Bond Fund
I Shares
Year Ended March 31, 2011		10.60		0.33	(d)		0.22			0.55			(0.27	)		(0.08	)		(0.40	)		(0.75	)		10.40		5.20			684,952		0.33			3.05			0.33			294
Year Ended March 31, 2010		10.26		0.40			0.43			0.83			(0.36	)		—			(0.13	)		(0.49	)		10.60		8.17			724,588		0.31			3.72			0.31			326
Year Ended March 31, 2009		10.10		0.49			0.18			0.67			(0.51	)		—			—			(0.51	)		10.26		6.89			602,267		0.30			4.85			0.30			199
Year Ended March 31, 2008		9.96		0.51			0.14			0.65			(0.51	)		—			—			(0.51	)		10.10		6.74			630,451		0.30			5.14			0.30			248
Year Ended March 31, 2007		9.86		0.48			0.11			0.59			(0.49	)		—			—			(0.49	)		9.96		6.16			601,676		0.30			4.97			0.30			310

See Notes to Financial Highlights.

45

NOTES TO FINANCIAL HIGHLIGHTS

(a)	Total return excludes sales charge. Not annualized for periods less than one year.
(b)	Annualized for periods less than one year.
(c)	Not annualized for periods less than one year.
(d)	Per share data calculated using average shares outstanding method.
(e)	Net Asset Value (“NAV”) varies from NAV reported to shareholders on March 31, 2011, as these financial statements are prepared inclusive of trade date adjustments.

Amounts designated as “—” are $0 or have been rounded to $0.

Investment Adviser:

RidgeWorth Investments
3333 Piedmont Road NE, Suite 1500
Atlanta, Georgia 30305
www.ridgeworth.com

Investment Subadviser:

Seix Investment Advisors LLC
10 Mountainview Road, Suite C-200
Upper Saddle River, NJ 07458
www.seixadvisors.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.

To Obtain an SAI, Annual or Semi-Annual Report, or More Information:

Telephone:   Shareholder Services
1-888-784-3863

Mail:
RidgeWorth Funds
P.O. Box 8053

Boston, MA 02266-8053

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 20549-1520. 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.

RidgeWorth Investments^® is the trade name of RidgeWorth Capital Management, Inc.

RFPRO-ISEIX-0811

STATEMENT OF ADDITIONAL INFORMATION

RIDGEWORTH FUNDS

August 1, 2011

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 current prospectuses dated August 1, 2011, as may be supplemented from time to time (each, a “Prospectus” and collectively, the “Prospectuses”). This SAI relates to each class of the following series of the Trust (each, a “Fund” and collectively, the “Funds”):

	A Shares	C Shares	I Shares	R Shares
Equity Funds
Aggressive Growth Stock Fund	ü		ü
Emerging Growth Stock Fund	ü		ü
International Equity Fund	ü		ü
International Equity Index Fund	ü		ü
Large Cap Core Growth Stock Fund*	ü	ü	ü
Large Cap Growth Stock Fund	ü	ü	ü
Large Cap Value Equity Fund	ü	ü	ü
Mid-Cap Value Equity Fund	ü	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
Taxable Fixed Income Funds
Corporate Bond Fund	ü	ü	ü
High Income Fund	ü		ü	ü
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 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
Allocation Strategies
Aggressive Growth Allocation Strategy	ü	ü	ü
Conservative Allocation Strategy	ü	ü	ü
Growth Allocation Strategy	ü	ü	ü
Moderate Allocation Strategy	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.”

This SAI is incorporated by reference into the Trust’s Prospectuses. 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.

* Formerly known as “Large Cap Core Equity Fund.”

TABLE OF CONTENTS

THE TRUST	1
DESCRIPTION OF PERMITTED INVESTMENTS	1
INVESTMENT LIMITATIONS	29
THE ADVISER	30
THE SUBADVISERS	33
THE PORTFOLIO MANAGERS	35
THE ADMINISTRATOR	39
THE DISTRIBUTOR	40
THE TRANSFER AGENT	51
THE CUSTODIAN	51
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	51
LEGAL COUNSEL	51
TRUSTEES OF THE TRUST	51
TRUST OFFICERS	56
PURCHASING AND REDEEMING SHARES	58
DETERMINATION OF NET ASSET VALUE	60
TAXES	61
FUND TRANSACTIONS	66
PORTFOLIO TURNOVER RATE	70
PORTFOLIO HOLDINGS	71
DESCRIPTION OF SHARES	72
VOTING RIGHTS	72
SHAREHOLDER LIABILITY	73
LIMITATION OF TRUSTEES’ LIABILITY	73
CODES OF ETHICS	73
PROXY VOTING	73
FINANCIAL STATEMENTS	74
5% AND 25% SHAREHOLDERS	74
APPENDIX A — INVESTMENT RATINGS	A-1
APPENDIX B — PROXY VOTING POLICY	B-1
APPENDIX C — 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 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, 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’ applicable Prospectus under the “Investment Strategy” section and the associated risk factors. The Funds’ respective investment subadvisers (each, a “Subadviser” and collectively, the “Subadvisers”) 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 collectively, “Depositary Receipts”). Depositary Receipts 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. Depositary Receipts 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 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 a Fund’s Prospectus, direct or indirect fees associated with investing in structured products such as asset-backed securities are not included.

1

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 a Subadviser believes 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.

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.

2

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 the associated risk 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 (“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 in general is intended to replicate a single bond, a portfolio of bonds, or with respect to the unsecured credit of an issuer (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.

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

3

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.

If the broker-dealer to whom a Fund sells the security becomes insolvent, the Fund’s right to repurchase the security may be restricted. Other risks involved in entering into dollar rolls include the risk that the value of the security may change adversely over the term of the dollar roll and that the security the Fund is required to repurchase may be worth less than the security that the Fund originally held. 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. A Fund may also cover the transaction by means of an offsetting transaction or by other means permitted under the 1940 Act or the rules and Securities and Exchange Commission (“SEC”) interpretations thereunder.

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 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.

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	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 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

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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.

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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.

Eurodollar and Yankee Dollar Obligations. Eurodollar obligations are U.S. dollar denominated obligations issued outside the United States by U.S. and 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^®, DIAMONDS^SM, NASDAQ 100 Index Tracking Stock^SM (“QQQs^SM”), iShares^® and VIPERs^®. 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

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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, a Subadviser evaluates 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 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, a 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 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.

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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 (“RIC”) under the U.S. 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 U.S. 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 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. 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 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.

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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.

A 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 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. A 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. A 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.

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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: (i) 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, (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 options on futures, (iii) there may not be a liquid secondary market for a futures contract or option, (iv) trading restrictions or limitations may be imposed by an exchange, and (v) 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 Financial Services LLC (a subsidiary of The McGraw-Hill Companies) (“S&P”) and Fitch, Inc. (“Fitch”), 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 than investments in investment grade securities (e.g., securities rated BBB- or higher by S&P and Fitch or Baa3 or higher by Moody’s) due to changes in the issuer’s creditworthiness.
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 (the “Board” or the “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 Board, the Fund’s Subadviser determines the liquidity of a Fund’s investments. In determining the liquidity of a Fund’s investments, the Fund’s Subadviser may consider various factors, including (i) the frequency and volume of trades and quotations, (ii) the number of dealers and prospective purchasers in the marketplace, (iii) dealer undertakings to make a market, and (iv) 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 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

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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 Subadviser 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, 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 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.

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 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, 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 investment 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

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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 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 in this SAI. 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” or “Fannie Mae”), Federal Home Loan Mortgage Corporation (“FHLMC” or “Freddie Mac”), 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 FHLMC). 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 Freddie Mac 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. 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.

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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 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.

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. 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.

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 Freddie Mac represent beneficial ownership interests in a REMIC trust consisting principally of mortgage loans or Fannie Mae, Freddie Mac 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.

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

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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 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.

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 where the lease obligation is secured by the leased property and subject to renewal or termination by the issuer. 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 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 U.S. 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.

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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 that 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 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 that 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

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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.

In response to the recent national economic downturn, many state and local governments are experiencing significant reductions in revenues and are consequently experiencing difficulties meeting ongoing expenses. Certain of these state or local governments may have difficulty paying principal or interest on their outstanding debt and may experience ratings downgrades of their debt.

Opinions relating to the validity of municipal securities and to the exemption of interest thereon from U.S. 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 applicable Prospectus, except for investments in temporary investments, the Tax-Exempt and Municipal Bond Funds invest substantially all of their net assets (at least 80%) in municipal bonds (“Municipal Obligations”) that are exempt from U.S. federal and applicable state tax. Each Municipal Bond Fund may also invest up to 20% of its net assets in Municipal Obligations which are subject to the Alternative Minimum Tax (“AMT”). Each Tax-Exempt and Municipal Bond Fund is therefore more susceptible to political, economic or regulatory factors adversely affecting issuers of Municipal Obligations in its relevant state. Set forth below is additional information that bears upon the risk of investing in Municipal Obligations issued by public authorities in the relevant states in which each of the Tax-Exempt and Municipal Bond Funds invests. 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 Tax-Exempt and Municipal Bond Funds have not independently verified any of the information contained in such statements and 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 January, 2011 with revenue collections for the fiscal year to date ahead of 2010 levels by 8.1%. Despite these revenue increases, the State saw the available General Fund balance drawn down to negative $41 million during 2010. While this is a negative for the State, the conservative budgeting of funds left a total general fund balance of $3.7 billion, giving the State ample resources to draw on.
	Current projections for 2011 and 2012 anticipate 4.2% and 3.9% growth in revenues, respectively, for the State. In the governor’s 2012 budget, expenditure reductions together with the growth in general fund revenues will move the State closer to a structurally balanced budget position.
	Georgia has, historically, maintained moderate debt ratios, however recent State capital needs have slowly pushed the debt burden into higher territory. Moody’s calculates Georgia’s net tax supported debt per capita at $1,120, ranking Georgia 21st among states. Comparing debt per capita to personal income, Georgia’s debt was 3.3% compared to the state average of 3.2%. The State’s unemployment rate for March 2011 was 10.0%, 1.2% above the national average of 8.8%. Personal income remains below average for the State at 87% of the national average ranking Georgia 38th among the states in 2009.
	Georgia’s general obligation debt continues to carry “Aaa/AAA” ratings from Moody’s, S&P, 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 two years. 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 initiative of the military is expected to bring 21,000 new jobs to the state by the end of 2011. These additional jobs will continue to help diversify the state’s economy away from the manufacturing sector.
	Maryland’s unemployment rate for March 2011 was estimated at 6.9% compared to the national rate of 8.8%. Per capita income for 2009 was approximately 120% of the national average compared to 115% in 2000, ranking the State as the sixth wealthiest by this measurement.

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	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. 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 fiscal year 2010 with a $1.7 billion operating deficit and projects continuing shortfalls through 2015. The state projects revenue growth of 4.6% for 2011, the first positive projection in three years.
	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 $1,608 per capita ranks Maryland 14th highest of the 50 states. However, when compared to per capita income, the State ranks 18th due to its high income levels with net debt as a percentage of personal income at 3.4% 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 2010 with revenue collections 1.4% lower than collections during 2009. Because of conservative budgeting practices, the State reduced its negative unreserved fund balance by $630 million ending the year with a balance of negative $338 million. The overall fund balance was $819 million at year end showing the State’s commitment to preserving fund balances despite budgetary challenges. February 2011 revenue projections expect revenues to be stable at 2010 levels but project a budgetary shortfall of $3.7 billion for the period (2011 to 2013). As of January, 2011 State revenues are on budget and the State does not expect any budget gaps.
	North Carolina has, historically, maintained conservative debt ratios, however recent State capital needs have pushed the debt burden into higher territory. Moody’s calculates North Carolina’s net tax supported debt per capita at $765, ranking North Carolina 32nd among states. Comparing debt per capita to personal income, North Carolina’s debt was 2.3% compared to the state average of 3.2%. The State’s unemployment rate for March 2011 was 9.7%, 1.1% above the national average of 8.8%. Personal income remains below average for the State at 88% of the national average ranking North Carolina 35th among the states in 2009.
	In a January, 2011 rating update, Moody’s lauded the State’s strong executive management and proactive responses to its unexpected budget shortfalls, while acknowledging the challenges posed by a slowing economy and job losses that exceed the national average.
	North Carolina’s general obligation debt carries “Aaa/AAA” ratings from Moody’s, S&P, 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. Like most states, Virginia has recently been affected by the national recession causing increases in unemployment and decreases in State revenues. Over the last year, the State has begun to show some resiliency with unemployment decreasing by 0.8% in 2010. Additionally, the State’s unemployment rate of 6.3% for March 2011 was below the national rate of 8.8%. 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 110% of national averages, Virginia ranked seventh out of the 50 states in 2009, according to Moody’s.
	For fiscal year 2010, Virginia’s revenues were 0.7% lower than those in 2009. This was a smaller drop than forecast and because of conservative budgeting, the State general fund increased by $230 million more than anticipated. Revenue forecasts for 2011 anticipate a 2.6% increase in revenues for the State. However to maintain a conservative budget, the

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State has eliminated previously budgeted pay increases, reduced pension contributions, and adjusted state agency budgets lower.

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 $895, ranking Virginia 29th among the 50 states. Comparing debt per capita to personal income, Virginia’s debt was 2.1% compared to the state average of 3.2%.

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), unless the Board determines on an ongoing basis that an adequate trading market exists for the security. In addition to an adequate trading market, the Board 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 will carefully monitor any investments by a Fund in Rule 144A Securities. The Board may adopt guidelines and delegate to the Subadvisers the daily function of determining and monitoring the liquidity of Rule 144A Securities, although the Board 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 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

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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: (i) 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; (ii) there may be an imperfect or no correlation between the movement in prices of options held by the Fund and the securities underlying them; (iii) there may not be a liquid secondary market for options; and (iv) 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 stocks 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 Internal Revenue Code permits a qualifying REIT to deduct from taxable income the dividends paid, thereby effectively eliminating corporate level U.S. federal income tax and making the REIT a pass-through vehicle for U.S. federal income tax purposes. A REIT primarily invests in real estate 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

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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 Internal Revenue 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.

Repurchase Agreements. A Fund may enter into repurchase agreements with financial institutions. Each Fund follows 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 by that Fund, amounts to more than 15% of the Fund’s net assets. 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.

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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 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, sub-adviser 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 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

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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.” Loan participations are interests in loans to 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.

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.

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 seller of the loan participation. 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 seller of the loan participation (rather than of the underlying corporate borrower), so that a Fund may also be subject to the risk that the seller of the loan participation 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, prepayment penalty, and assignment 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. A Fund may have to pay an assignment to the Agent when it purchases or sells a Senior Loan via assignment.

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 typically 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, have 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

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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 Loan Investors. A Fund will generally rely upon the Agent or an intermediate participant to receive and forward to a Fund its portion of the 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 Loan Investors. 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.

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 requires 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 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.

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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.

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 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.

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

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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. The Loan Credit Default Swap Index (“LCDX”) is a specialized index of loan-only credit default swaps covering 100 individual companies that have unsecured debt trading in the broad secondary markets. Investments in SAMI and LCDX 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 SAMI and LCDX 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 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 respective 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. 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.

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

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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.

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.

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 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, Fannie Mae, GNMA, General Services Administration, Student Loan Marketing Association (“SLMA”), Central Bank for Cooperatives, Freddie Mac, 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. SLMA can issue debt 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.

In April 2011, S&P changed its outlook on U.S. treasury securities from “stable” to “negative,” indicating the possibility of a downgrade from its current AAA rating of these securities. A downgrade of the ratings on U.S. government debt obligations, which are often used as a benchmark for other borrowing arrangements, could result in higher interest rates for individual and corporate borrowers, cause disruptions in the international bond markets and generally have a substantial negative effect on the U.S. economy.

• 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 Separate Trading of Registered Interest and Principal of Securities (“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

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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.

• 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 or 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.

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: (i) to give those countries or other issuers another source of financing, and a new financial management tool; and (ii) 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).

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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 fundamental policy relating to borrowing and 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

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 each of 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, 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), 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.

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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 or group of industries.

- 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.

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.

Non-Fundamental Policies

The following investment policies are non-fundamental policies of the Funds and may be changed by the Board without shareholder approval:

1.	With respect to each Fund that is subject to Rule 35d-1 under the 1940 Act, except 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, 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 would be invested in illiquid securities.
3.	No Allocation Strategy currently intends to purchase securities on margin, except that an 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.	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, as amended (the “Advisers Act”). 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 in this SAI, 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. 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 3333 Piedmont Road, Suite 1500, Atlanta, Georgia 30305. The Adviser is a partially-owned subsidiary of SunTrust Banks, Inc. (“SunTrust”).

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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 RIC 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	%
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 Growth Stock Fund		0.85	%
Large Cap Growth Stock Fund		0.97	%
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 Value Equity Fund		1.00	%
Moderate Allocation Strategy		0.10	%
North Carolina Tax-Exempt Bond Fund		0.55	%
Seix Floating Rate High Income Fund		0.45	%
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	%
Total Return Bond Fund		0.25	%
Ultra-Short Bond Fund		0.22	%

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Fund	Fee
U.S. Government Securities Fund		0.50	%
U.S. Government Securities Ultra-Short Bond Fund		0.20	%
Virginia Intermediate Municipal Bond Fund		0.55	%

The above fees are also subject to the following breakpoint discounts:

Equity and Fixed Income Funds:

First $500 million = none — no discount from full fee

Next $500 million = 5% discount from full fee

Over $1.0 billion = 10% 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, 2011, March 31, 2010 and March 31, 2009, the Funds paid the following advisory fees:

	Fees Paid (in thousands)($)						Fees Waived (in thousands)($)
Fund	2011		2010		2009		2011		2010		2009
Aggressive Growth Allocation Strategy		27		24		26		89		30		3
Aggressive Growth Stock Fund		1,257		1,265		2,724		—		—		—
Conservative Allocation Strategy		21		13		10		94		39		14
Corporate Bond Fund		559		631		442		—		—		—
Emerging Growth Stock Fund		197		627		1,128		38		20		—
Georgia Tax-Exempt Bond Fund		1,185		1,062		989		—		—		2
Growth Allocation Strategy		68		64		73		74		28		4
High Grade Municipal Bond Fund		335		392		703		36		12		—
High Income Fund		1,482		491		267		—		19		18
Intermediate Bond Fund		3,646		3,395		2,134		—		—		—
International Equity Fund		3,062		2,869		7,630		—		120		—
International Equity Index Fund		3,344		4,565		3,809		—		1		9
Investment Grade Bond Fund		1,938		2,210		2,029		—		—		—
Investment Grade Tax- Exempt Bond Fund		5,526		4,758		3,364		—		—		—
Large Cap Core Growth Stock Fund		3,726		3,963		7,393		—		41		—
Large Cap Growth Stock Fund		4,459		5,150		5,399		92		205		117
Large Cap Value Equity Fund		9,763		9,744		8,679		—		—		—
Limited Duration Fund		22		25		38		—		—		—
Limited-Term Federal Mortgage Securities Fund		149		202		352		45		17		—
Maryland Municipal Bond Fund		158		173		205		—		—		—
Mid-Cap Value Equity Fund		12,230		5,398		2,557		—		—		—
Moderate Allocation Strategy		151		147		150		43		17		6
North Carolina Tax-Exempt Bond Fund		306		281		251		—		—		—
Seix Floating Rate High Income Fund		7,447		3,963		2,470		—		—		—
Seix High Yield Fund		7,032		5,673		3,158		—		—		—
Select Large Cap Growth Stock Fund		881		1,088		936		6		—		3
Short-Term Bond Fund		1,944		1,692		1,450		—		—		—
Short-Term U.S. Treasury Securities Fund		159		273		335		35		30		—
Small Cap Growth Stock Fund		4,278		4,020		4,983		—		—		—
Small Cap Value Equity Fund		9,311		5,551		4,684		—		1		9
Total Return Bond Fund		1,870		1,689		1,441		—		—		—
Ultra-Short Bond Fund		235		147		163		—		20		22
U.S. Government Securities Fund		336		798		2,275		—		—		—
U.S. Government Securities Ultra-Short Bond Fund		2,913		1,136		169		—		18		20
Virginia Intermediate Municipal Bond Fund		1,116		1,130		1,130		—		—		—

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Fund Services Agreement. Effective July 1, 2009, the Adviser provides certain services, including (i) the review and approval of shareholder reports filed with the SEC, (ii) the oversight and management of the Trust’s primary service providers, (iii) periodic due diligence reviews of the Trust’s primary service providers, (iv) coordination and negotiation of contracts and pricing relating to the Trust’s primary service providers, (v) coordination, performance of due diligence, and providing of information to the Independent Trustees relating to their review and selection of prospective primary service providers to the Trust, including contract negotiations, and (vi) the coordination of quarterly and special board meetings. As compensation for providing such services, each Fund pays an annual fee to the Adviser, representing a previously agreed upon portion of the salaries, bonuses and benefits related to the primary employees responsible for delivering such services (the “Services Fee”). For the fiscal year ended March 31, 2011, the Trust paid a Services Fee of $543,992 to the Adviser.

Compliance Service Fees. The Adviser provides services to the Trust to ensure compliance with applicable laws and regulations. The Adviser has designated a dedicated compliance staff and, prior to October 2010 and effective April 2011, an employee to serve as Chief Compliance Officer (“CCO”). For the fiscal year ended March 31, 2011, the Adviser received an annual fee totaling approximately $720,895 for these services. For the period from October 2010 through April 2011, Foreside Compliance Services, LLC (“FCS”), an affiliate of the Distributor, provided an individual to serve as the Trust’s CCO pursuant to a Fund Compliance Services Agreement. Effective September 2010, FCS provides CCO Support Services pursuant to a CCO Support Services Agreement and an Anti-Money Laundering Officer and Identity Theft Prevention Officer to the Trust under an AML Services Agreement. For the fiscal year ended March 31, 2011, FCS received $46,566 for these services. Effective October 2010, Foreside Management Services, LLC (“FMS”), an affiliate of the Distributor, provides a Principal Financial Officer (“PFO”) and Treasurer to the Trust under a PFO/Treasurer Services Agreement. For the fiscal year ended March 31, 2011, FMS received $100,922 for these services. Neither FCS nor FMS, nor any of their officers or employees who serve as an officer of the Trust, has any role in determining the Funds’ investment policies or which securities are to be purchased or sold by the Trust or its Funds. Certain officers or employees of FCS and FMS are also officers of the Trust.

THE SUBADVISERS

Each Subadviser is a professional investment management firm registered with the SEC under the Advisers Act. Each Subadviser, excluding Zevenbergen Capital Investments LLC (“ZCI”), is a wholly-owned subsidiary of the Adviser. ZCI is a minority-owned subsidiary of the Adviser.

Ceredex Value Advisors LLC (“Ceredex”) serves as the subadviser to the Large Cap Value Equity Fund, Mid-Cap Value Equity Fund and Small Cap Value Equity Fund, pursuant to an Investment Subadvisory Agreement between the Adviser and Ceredex. For its investment 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 to the Adviser.

For the fiscal years ended March 31, 2011, March 31, 2010 and March 31, 2009, Ceredex received the following subadvisory fees from the Adviser:

	Fees Paid (in thousands)($)
Fund	2011		2010		2009
Large Cap Value Equity Fund		3,905		3,897		3,472
Mid-Cap Value Equity Fund		4,892		2,159		1,023
Small Cap Value Equity Fund		3,724		2,220		1,870

Certium Asset Management LLC (“Certium”) serves as the subadviser to the International Equity Fund and International Equity Index Fund, pursuant to an Investment Subadvisory Agreement between the Adviser and Certium. For its investment 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 to the Adviser.

For the fiscal years ended March 31, 2011, March 31, 2010 and March 31, 2009, Certium received the following subadvisory fees from the Adviser:

	Fees Paid (in thousands)($)
Fund	2011		2010		2009
International Equity Fund		1,225		1,100		3,052
International Equity Index Fund		1,338		1,826		1,520

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Seix Investment Advisors LLC (“Seix”) serves as the subadviser to the 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 High Yield Fund, Total Return Bond Fund and U.S. Government Securities Fund, pursuant to an Investment Subadvisory Agreement between the Adviser and Seix. For its investment 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 to the Adviser.

For the fiscal years ended March 31, 2011, March 31, 2010 and March 31, 2009, Seix received the following subadvisory fees from the Adviser and for the fiscal year ended March 31, 2011 waived the following fees:

	Fees Paid or Waived (in thousands)($)
Fund	2011 (Paid)		2011 (Waived)		2010		2009
Corporate Bond Fund		335		—		379		265
High Income Fund		889		—		285		149
Intermediate Bond Fund		2,188		—		2,037		1,281
Investment Grade Bond Fund		1,163		—		1,326		1,217
Limited Duration Fund		13		—		15		23
Limited-Term Federal Mortgage Securities Fund		89		27		111		211
Seix Floating Rate High Income Fund		4,468		—		2,378		1,482
Seix High Yield Fund		4,219		—		3,404		1,895
Total Return Bond Fund		1,122		—		1,014		864
U.S. Government Securities Fund		202		—		479		1,365

Silvant Capital Management LLC (“Silvant”) serves as the subadviser to the Large Cap Core Growth Stock Fund, Large Cap Growth Stock Fund, Select Large Cap Growth Stock Fund and Small Cap Growth Stock Fund, pursuant to an Investment Subadvisory Agreement between the Adviser and Silvant. For its investment 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 to the Adviser.

For the fiscal years ended March 31, 2011, March 31, 2010 and March 31, 2009, Silvant received the following subadvisory fees from the Adviser and for the fiscal year ended March 31, 2011 waived the following fees:

	Fees Paid or Waived (in thousands)($)
Fund	2011 (Paid)		2011 (Waived)		2010		2009
Large Cap Core Growth Stock Fund1		1,490		—		—		—
Large Cap Growth Stock Fund		1,783		37		1,978		2,113
Select Large Cap Growth Stock Fund		352		2		435		373
Small Cap Growth Stock Fund		1,711		—		1,608		1,993

1. Prior to May 13, 2011, this Fund was managed by another Subadviser.

StableRiver Capital Management LLC (“StableRiver”) serves as the subadviser to 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, Short-Term Bond Fund, Short-Term U.S. Treasury Securities Bond Fund, Ultra-Short Bond Fund, U.S. Government Securities Ultra-Short Bond Fund and Virginia Intermediate Municipal Bond Fund, pursuant to an Investment Subadvisory Agreement between the Adviser and StableRiver. For its investment 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 to the Adviser.

For the fiscal years ended March 31, 2011, March 31, 2010 and March 31, 2009, StableRiver received the following subadvisory fees from the Adviser and for the fiscal year ended March 31, 2011 waived the following fees:

	Fees Paid or Waived (in thousands)($)
Fund	2011 (Paid)		2011 (Waived)		2010		2009
Georgia Tax-Exempt Bond Fund		474		—		425		395
High Grade Municipal Bond Fund		134		14		152		281
Investment Grade Tax-Exempt Bond Fund		2,211		—		1,903		1,346
Maryland Municipal Bond Fund		63		—		69		82
North Carolina Tax-Exempt Bond Fund		122		—		112		101
Short-Term Bond Fund		778		—		677		580
Short-Term U.S. Treasury Securities Fund		64		14		97		134
U.S. Government Securities Ultra-Short Bond Fund		1,165		—		447		59
Ultra-Short Bond Fund		94		—		52		56
Virginia Intermediate Municipal Bond Fund		447		—		452		452

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ZCI serves as the subadviser to the Aggressive Growth Stock Fund and 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, SunTrust holds less than a 1% interest and the remainder is owned by ZCI’s employees. For its investment 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 Emerging Growth Stock Fund, which is calculated daily and paid quarterly by the Adviser.

For the fiscal years ended March 31, 2011, March 31, 2010, and March 31, 2009, ZCI received the following subadvisory fees from the Adviser and for the fiscal year ended March 31, 2011 waived the following fees:

	Fees Paid or Waived (in thousands)($)
Fund	2011 (Paid)		2011 (Waived)		2010		2009
Aggressive Growth Stock Fund		503		—		506		1,449
Emerging Growth Stock Fund		79		15		243		598

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. 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, 2011, 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.

	Total Assets in Accounts (in millions) ($)						Other Accounts with
	and Number of Accounts						Performance-Based Fees
	Registered		Other Pooled
Portfolio	Investment		Investment				Number &		Total Assets
Manager	Companies*		Vehicles		Other Accounts		Category		(in millions) ($)
Seth Antiles		2,465.2/7		472.9/6		10,285.1/189	1 SMA			260.2
Brett Barner		1,134.4/1		0		605.5/14		0		0
Sandeep Bhatia		4,671.6/5		84.5/3		3,056.1/62	1 SMA			20.5
George E. Calvert Jr.		203.7/2		0		134.2/8		0		0
Chris Carter		218.3/2		247.3/2		54.2/6		0		0
Chad Deakins		756.1/3		0		51.9/2		0		0
Brooke de Boutray		163.2/2		0		2,937.6/79	1 SMA			362
Vincent Flanagan (as of June 30, 2011)		0		0		0		0		0
Alan Gayle		278.2/4		151.4/2		0		0		0
George Goudelias		3,623.9/2		2,877.1/8		5,226.4/45	6 CLO 1 Hedge Fund			2,618.5
Chris Guinther		4,671.6/5		84.5/3		3,056.1/62	1 SMA			20.5

35

	Total Assets in Accounts (in millions) ($)						Other Accounts with
	and Number of Accounts						Performance-Based Fees
	Registered		Other Pooled
Portfolio	Investment		Investment				Number &		Total Assets
Manager	Companies*		Vehicles		Other Accounts		Category		(in millions) ($)
James Keegan		2,546.7/8		472.9/6		10,285.1/189	1 SMA			260.2
Michael Kirkpatrick		2,226.1/2		2,877.1/8		5,226.4/45	6 CLO 1 Hedge Fund			2,618.5
H. Rick Nelson		2,124.9/3		535.3/2		2,894/5		0		0
Brian Nold		2,226.1/2		2,877.1/8		5,226.4/45	6 CLO 1 Hedge Fund			2,618.5
Joe Ransom		4,671.6/5		84.5/3		3,056.1/62	1 SMA			20.5
Mills Riddick		1,447.1/1		84.0/2		110.5/7		0		0
Michael Rieger		2,457.0/6		472.9/6		10,285.1/189	1 SMA			260.2
Michael A. Sansoterra		4,671.6/5		84.5/3		3,056.1/62	1 SMA			20.5
Ron Schwartz		1,157.1/2		18.3/1		471.8/10		0		0
Chad Stephens		36.1/1		0		829.1/25		0		0
Perry Troisi		2,546.7/8		472.9/6		10,285.1/189	1 SMA			260.2
Leslie Tubbs		163.2/2		0		2,937.6/79	1 SMA			362
Adrien Webb		2,546.7/8		472.9/6		10,285.1/189	1 SMA			260.2
Matthew Welden		0		262.8/1		437.0/8		0		0
Don Wordell		1,976.8/1		0		152.2/4		0		0
Nancy Zevenbergen		163.2/2		0		2,937.6/79	1 SMA			362

*	Includes the RidgeWorth Funds
CLO	Collateralized Loan Obligation
SMA	Separately Managed Account

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.

Portfolio Manager Compensation Structure.

Portfolio Managers of the Adviser and all Subadvisers (except ZCI). Portfolio manager compensation generally consists of base salary, bonus, and various employee benefits and may also include long-term stock awards, retention bonuses, or incentive guarantees. These components are tailored in an effort to retain high quality investment professionals and to align compensation with performance.

A portfolio manager’s base salary is determined by the individual’s experience, responsibilities within the firm, performance in the role, and market rate for the position.

Each portfolio manager’s bonus may be structured differently but generally incorporates an evaluation of the Fund’s investment performance. Investment performance may be evaluated directly against a peer group and/or benchmark, or indirectly by measuring overall business unit financial performance over a period of time. Where applicable, investment performance is determined by comparing a Fund’s pre-tax total return to the returns of the Fund’s peer group and benchmark over multi-year periods, as applicable. Where portfolio managers are responsible for multiple Funds or other managed accounts, each is weighted based on its size and relative strategic importance to the Adviser and/or Subadviser. Other subjective factors that may be considered in the calculation of incentive bonuses include: adherence to compliance policies, risk management practices, sales/marketing, leadership, communications, corporate citizenship, and overall contribution to the firm. Bonuses are typically paid annually, and a portion of the bonus may be subject to a mandatory deferral which vests over three years subject to the terms of the Deferred Compensation Incentive Plan.

36

In addition, certain portfolio managers may also participate in the Adviser’s long-term stock plan or may receive a retention bonus/incentive guarantee for a fixed period when the Adviser and/or Subadviser deem it necessary to recruit or retain the employee.

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. Certain portfolio managers may also be eligible for additional retirement benefits under supplemental retirement plans upon reaching specified compensation levels of eligibility and approval by management.

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 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.

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, 2011, except as otherwise noted.

Portfolio Manager	RidgeWorth Fund(s) Managed	Range of Securities Owned ($)
Seth Antiles	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
Brett Barner	Small Cap Value Equity Fund	100,001-500,000
Sandeep Bhatia	Large Cap Core Growth Stock Fund	None
	Large Cap Growth Stock Fund	None
	Select Large Cap Growth Stock Fund	None
	Small Cap Growth Stock Fund	10,001-50,000
George E. Calvert Jr.	Maryland Municipal Bond Fund	None
	Virginia Intermediate Municipal Bond Fund	None
Chris Carter	Georgia Tax-Exempt Bond Fund	None
	North Carolina Tax-Exempt Bond Fund	None
Chad Deakins	International Equity Fund	10,001-50,000
	International Equity Index Fund	None
Brooke deBoutray	Aggressive Growth Stock Fund	100,001-500,000
	Emerging Growth Stock Fund	None
Alan Gayle	Aggressive Growth Allocation Strategy	1-10,000
	Conservative Allocation Strategy	1-10,000
	Growth Allocation Strategy	1-10,000
	Moderate Allocation Strategy	1-10,000
Vincent Flanagan (as of June 30, 2011)	Seix Floating Rate High Income Fund	None
George Goudelias	Seix Floating Rate High Income Fund	None
Chris Guinther	Large Cap Core Growth Stock Fund	None
	Large Cap Growth Stock Fund	100,001-500,000
	Select Large Cap Growth Stock Fund	None
	Small Cap Growth Stock Fund	50,001-100,000

37

Portfolio Manager	RidgeWorth Fund(s) Managed	Range of Securities Owned ($)
James Keegan	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
Michael Kirkpatrick	Seix High Yield 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	10,001-50,000
	Seix High Yield Fund	None
Joe Ransom	Large Cap Core Growth Stock Fund	None
	Large Cap Growth Stock Fund	None
	Select Large Cap Growth Stock Fund	100,001-500,000
	Small Cap Growth Stock Fund	None
Mills Riddick	Large Cap Value Equity Fund	100,001-500,000
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 Core Growth Stock Fund	None
	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	100,001-500,000
	Emerging Growth Stock Fund	10,001-50,000

38

Portfolio Manager	RidgeWorth Fund(s) Managed	Range of Securities Owned ($)
Adrien Webb	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
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	100,001-500,000
	Emerging Growth Stock Fund	500,001-1,000,000

THE ADMINISTRATOR

General. State Street Bank and Trust Company serves as administrator (the “Administrator”) of the Trust. The Administrator, a Massachusetts corporation, has its principal business offices at 4 Copley Place, Boston, MA 02116. The Administrator provides administration services to other investment companies.

Administration Agreement with the Trust. The Trust and the Administrator have entered into an Administration Agreement dated August 30, 2010. Under the Administration 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.

The Administration Agreement provides that it shall remain in effect until November 1, 2013 and shall continue in effect for successive one-year periods, unless terminated by either party on not less than 90 days written notice to the other party.

Under the Administration Agreement, the Administrator is entitled to receive an asset-based fee, which is calculated daily and paid monthly at an annual rate based on the average daily net assets of the Trust for administration services as follows: 0.01% on the first $35 billion of net assets, 0.0075% on the next $20 billion of net assets, 0.0050% on the next $10 billion of assets and 0.0025% on net assets thereafter. There is a minimum annual charge of $45,000 per fund.

Prior to August 30, 2010, Citi Fund Services Ohio, Inc. (“Citi”), located at 3435 Stelzer Road, Columbus, Ohio 43219, served as the Trust’s administrator. Under the agreement between the Trust and Citi, Citi was entitled to receive (and may have waived a portion of) 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 Trust) of 0.0275% on the first $25 billion, 0.0225% on the next $5 billion, and 0.0175% on the amounts over $30 billion, plus an additional class fee of $3,057 per class annually, applicable to each additional class of shares over 145 classes of shares.

The following table shows administrative fees incurred by the Funds for the fiscal years ended March 31, 2011, March 31, 2010 and March 31, 2009:

	Fees Paid						Fees Waived
	(in thousands)($)*						(in thousands)($)*
Fund	2011		2010		2009		2011		2010		2009
Aggressive Growth Allocation Strategy		13		11		11		—		87		4
Aggressive Growth Stock Fund		33		38		69		—		1		3
Conservative Allocation Strategy		16		6		4		—		1		2
Corporate Bond Fund		56		58		37		—		1		1
Emerging Growth Stock Fund		8		19		28		—		—		1
Georgia Tax-Exempt Bond Fund		58		54		49		—		1		16
Growth Allocation Strategy		27		30		30		—		5		5
High Grade Municipal Bond Fund		19		21		35		—		—		2
High Income Fund		81		32		27		—		—		10

39

	Fees Paid						Fees Waived
	(in thousands)($)*						(in thousands)($)*
Fund	2011		2010		2009		2011		2010		2009
Intermediate Bond Fund		455		408		234		—		6		12
International Equity Fund		89		106		227		—		12		9
International Equity Index Fund		256		371		293		—		4		10
Investment Grade Bond Fund		161		146		126		—		2		5
Investment Grade Tax-Exempt Bond Fund		363		299		200		—		98		9
Large Cap Core Growth Stock Fund		165		156		258		—		375		66
Large Cap Growth Stock Fund		198		183		192		—		28		68
Large Cap Value Equity Fund		366		358		311		—		111		15
Limited Duration Fund		8		10		14		—		—		1
Limited-Term Federal Mortgage Securities Fund		17		15		23		—		1		1
Maryland Municipal Bond Fund		10		10		12		—		—		—
Mid-Cap Value Equity Fund		528		154		75		—		64		3
Moderate Allocation Strategy		70		54		59		—		11		9
North Carolina Tax-Exempt Bond Fund		16		15		13		—		—		1
Seix Floating Rate High Income Fund		677		278		147		—		4		7
Seix High Yield Fund		758		430		251		—		5		38
Select Large Cap Growth Stock Fund		54		49		48		—		1		6
Short-Term Bond Fund		150		124		107		—		2		5
Short-Term U.S. Treasury Securities Fund		19		24		26		—		3		1
Small Cap Growth Stock Fund		122		116		138		—		2		18
Small Cap Value Equity Fund		265		144		122		—		2		22
Total Return Bond Fund		247		205		168		—		3		8
Ultra-Short Bond Fund		36		36		33		—		—		17
U.S. Government Securities Fund		19		47		122		—		4		6
U.S. Government Securities Ultra-Short Bond Fund		458		185		29		—		1		12
Virginia Intermediate Municipal Bond Fund		52		59		56		—		1		3

* Prior to November 1, 2010, represents fees paid to, and fees waived by, as applicable, the prior administrator, Citi.

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 Three Canal Plaza, Suite 100, Portland, Maine 04101. 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 $3,500 per Fund per annum, with a minimum annual fee of $172,000 for the services it performs pursuant to the Distribution Agreement. In addition, each of A, C and R Shares of the respective Funds has a distribution and service plan (the “A Shares Plan,” “C Shares Plan” and “R Shares Plan,” respectively). Under the terms of the Distribution Agreement, the Trust is responsible for all compensation paid to the Distributor for distribution services as authorized under each Fund’s distribution plan. To the extent the Trust is not authorized to make such payments or has insufficient funds under the distribution plan to pay the Distributor, the Adviser, pursuant to a Distribution Services Agreement with the Distributor, shall compensation the Distributor for any distribution services.

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.

40

For the fiscal years ended March 31, 2011, March 31, 2010 and March 31, 2009, the Distributor received and retained sales loads on the sale of A Shares of each of the Funds, as shown in the following table:

	Aggregate Sales Charge Payable to						Amount Retained by
	Distributor (in thousands) ($)						Distributor (in thousands) ($)
Fund	2011		2010		2009		2011		2010		2009
Aggressive Growth Allocation Strategy		4		7		3		0		1		0
Aggressive Growth Stock Fund		4		4		2		1		1		0
Conservative Allocation Strategy		94		28		2		16		4		0
Corporate Bond Fund		3		71		40		1		13		7
Emerging Growth Stock Fund		8		8		0		1		2		0
Georgia Tax-Exempt Bond Fund		6		4		0		1		1		0
Growth Allocation Strategy		9		4		4		1		1		1
High Grade Municipal Bond Fund		29		6		0		4		1		0
High Income Fund		239		29		2		35		5		0
Intermediate Bond Fund		17		62		8		3		10		1
International Equity Fund		3		3		3		0		1		1
International Equity Index Fund		2		0		0		0		0		0
Investment Grade Bond Fund		14		90		35		3		16		6
Investment Grade Tax-Exempt Bond Fund		58		55		17		10		9		3
Large Cap Core Growth Stock Fund		2		2		5		0		0		1
Large Cap Growth Stock Fund		5		8		5		1		1		1
Large Cap Value Equity Fund		12		8		7		2		1		1
Limited-Term Federal Mortgage Securities Fund		7		14		0		0		2		0
Maryland Municipal Bond Fund		3		1		0		1		0		0
Mid-Cap Value Equity Fund		253		58		0		35		8		0
Moderate Allocation Strategy		28		46		4		4		7		1
North Carolina Tax-Exempt Bond Fund		0		2		0		0		0		0
Seix Floating Rate High Income Fund		216		31		8		13		4		1
Seix High Yield Fund		51		67		30		3		12		5
Select Large Cap Growth Stock Fund		0		1		0		0		0		0
Short-Term Bond Fund		3		10		1		0		1		0
Short-Term U.S. Treasury Securities Fund		11		14		6		1		2		1
Small Cap Growth Stock Fund		1		1		3		0		0		1
Small Cap Value Equity Fund		176		32		4		25		5		1
Total Return Bond Fund		12		34		10		2		6		2
U.S. Government Securities Fund		0		5		30		0		1		5
Virginia Intermediate Municipal Bond Fund		13		10		7		3		2		1

Each of the Equity Funds and the Allocation Strategies (excluding the Conservative Allocation Strategy) pays the following amount (reallowance) 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 (reallowance) of front-end sales charge to 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%

41

Each of 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 (reallowance) of front-end sales charge to 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	than less	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 dealer commissions ranging from 0.25% to 1.00% on such purchases. 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. 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, 2011, March 31, 2010 and March 31, 2009, the Distributor received and retained sales loads on the sale of C Shares of each of the Funds, as shown in the following table (amounts designated as “—” are $0 or have been rounded to $0):

	Aggregate Sales Charges Payable to						Amount Retained by Distributor
	Distributor (in thousands) ($)						(in thousands) ($)
Fund	2011		2010		2009		2011		2010		2009
Aggressive Growth Allocation Strategy		1		1		—		—		—		—
Aggressive Growth Stock Fund		—		—		—		—		—		—
Conservative Allocation Strategy		34		20		12		—		—		—
Corporate Bond Fund		3		7		5		—		—		—
Emerging Growth Stock Fund		—		—		—		—		—		—
Georgia Tax-Exempt Bond Fund		—		—		—		—		—		—
Growth Allocation Strategy		1		1		1		—		—		—
High Grade Municipal Bond Fund		—		—		—		—		—		—
High Income Fund		—		—		3		—		—		—
International Equity Fund		—		—		1		—		—		—
International Equity Index Fund		—		1		3		—		—		—
Investment Grade Tax-Exempt Bond Fund		—		8		2		—		—		—
Large Cap Core Growth Stock Fund		1		3		3		—		—		—
Large Cap Growth Stock Fund		1		1		1		—		—		—
Large Cap Value Equity Fund		6		1		11		—		—		—
Limited-Term Federal Mortgage Securities Fund		4		3		—		—		—		—
Maryland Municipal Bond Fund		—		1		—		—		—		—
Mid-Cap Value Equity Fund		167		25		1		—		—		—
Moderate Allocation Strategy		8		11		4		—		—		—
North Carolina Tax-Exempt Bond Fund		—		—		—		—		—		—
Seix Floating Rate High Income Fund		157		64		4		—		—		—
Select Large Cap Growth Stock Fund		1		1		1		—		—		—
Short-Term Bond Fund		2		2		—		—		—		—
Short-Term U.S. Treasury Securities Fund		27		9		7		—		—		—
Small Cap Growth Stock Fund		1		1		1		—		—		—
Small Cap Value Equity Fund		122		26		2		—		—		—
U.S. Government Securities Fund		1		1		1		—		—		—
Virginia Intermediate Municipal Bond Fund		—		—		—		—		—		—

For the fiscal years ended March 31, 2011, March 31, 2010 and March 31, 2009, the Distributor received and retained sales loads on the sale of R Shares of each of the Funds, as shown below.

42

	Aggregate Sales Charges Payable to
	Distributor (in thousands) ($)
Fund	2010		2009
High Income Fund*		1		3
Intermediate Bond Fund**		—		4
Investment Grade Bond Fund*		27		48
Seix High Yield Fund*		5		22
Total Return Bond Fund**		—		1

*	Prior to July 31, 2009, Class R Shares were Class C Shares. Class C Shares have a Contingent Deferred Sales Charge (“CDSC”) but R Shares do not have such sales charge.
**	Prior to February 12, 2009, Class R Shares were Class C Shares. Class C Shares have a CDSC but R Shares do not have such sales charge.

A 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
	Maximum						A Shares Plan
	A Shares Plan			Current A Shares			Distribution and
	Distribution and			Plan Distribution			Service Fee Payable for
Fund	Service Fee			and Service Fee*			Shareholder 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 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 Growth Stock Fund		0.25	%		0.25	%		0.25	%
Large Cap Growth Stock Fund		0.35	%		0.30	%		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 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	%
Seix Floating Rate High Income Fund		0.30	%		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	%
Small Cap Growth Stock Fund		0.35	%		0.30	%		0.25	%
Small Cap Value Equity Fund		0.33	%		0.30	%		0.25	%
Total Return Bond Fund		0.25	%		0.25	%		0.25	%
U.S. Government Securities Fund		0.35	%		0.30	%		0.25	%

43

							Maximum Amount of
	Maximum						A Shares Plan
	A Shares Plan			Current A Shares			Distribution and
	Distribution and			Plan Distribution			Service Fee Payable for
Fund	Service Fee			and Service Fee*			Shareholder Services**
Virginia Intermediate Municipal Bond Fund		0.15	%		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 personnel, ongoing servicing and/or maintenance of shareholder accounts with respect to the A Shares of the applicable Fund.

In addition, the Distribution Agreement and the C Shares Plan adopted by the Trust provide that C Shares of each applicable 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 to 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, C Shares and R Shares are subject to a service fee of up to 0.25% of the average daily net assets of the 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 C Shares or R Shares shareholders or their customers who beneficially own C Shares or R 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; 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.

The Trust has adopted the A Shares Plan, C Shares Plan and 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, C Shares Plan and the R Shares Plan must be approved annually by a majority of the Trustees and by a majority of the disinterested Trustees. Distribution related expenditures under the A Shares Plan, C Shares Plan and R Shares Plan may support the distribution of any class or combination of classes of Shares of a Fund. The A Shares Plan, C Shares Plan and R Shares Plan require that quarterly written reports of amounts spent under the A Shares Plan, C Shares Plan and R Shares Plan, respectively, and the purposes of such expenditures be furnished to and reviewed by the Trustees. The A Shares Plan, C Shares Plan and 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 and of the disinterested Trustees.

There is no sales charge on purchases of C Shares or R Shares, but C Shares are subject to a contingent deferred sales charge if they are redeemed within one year of purchase. Pursuant to the Distribution Agreement, the C Shares Plan and R Shares Plan, the 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 C Shares or R Shares.

The following amounts paid to the Distributor by the Funds (including when they were Predecessor Funds, if applicable) under each Plan during the fiscal year ended March 31, 2011 were used as set forth below (no amounts were paid as Compensation to Underwriters, Compensation to Sales Personnel or Interest Carrying or Other Financing Charges):

44

			Printing and
			Mailing of
			Prospectuses								Interest
			to Other								Carrying
			Than		Compensation				Compensation		or Other		Other
			Current		to		Compensation		to Sales		Financing		Marketing
Fund	Advertising		Shareholders		Underwriters		to Dealers		Personnel		Charges		Expenses
Aggressive Growth Allocation Strategy	$	19	$	37	$	0	$	27,496	$	0	$	0	$	4,933
Aggressive Growth Stock Fund	$	130	$	160	$	0	$	6,579	$	0	$	0	$	7,178
Conservative Allocation Strategy	$	15	$	29	$	0	$	52,214	$	0	$	0	$	13,595
Corporate Bond Fund	$	64	$	143	$	0	$	156,660	$	0	$	0	$	7,991
Emerging Growth Stock Fund	$	14	$	21	$	0	$	2,508	$	0	$	0	$	4,370
Georgia Tax-Exempt Bond Fund	$	123	$	307	$	0	$	13,696	$	0	$	0	$	10,131
Growth Allocation Strategy Fund	$	46	$	92	$	0	$	73,854	$	0	$	0	$	5,992
High Grade Municipal Bond Fund	$	39	$	85	$	0	$	36,950	$	0	$	0	$	5,635
High Income Fund	$	213	$	340	$	0	$	183,135	$	0	$	0	$	10,533
Intermediate Bond Fund	$	979	$	2,066	$	0	$	38,568	$	0	$	0	$	47,638
International Equity Fund	$	193	$	380	$	0	$	18,178	$	0	$	0	$	11,633
International Equity Index Fund	$	354	$	789	$	0	$	11,670	$	0	$	0	$	22,379
Investment Grade Bond Fund	$	242	$	526	$	0	$	96,343	$	0	$	0	$	14,958
Investment Grade Tax-Exempt Bond Fund	$	1,206	$	1,638	$	0	$	107,656	$	0	$	0	$	42,805
Large Cap Core Growth Stock Fund	$	294	$	600	$	0	$	237,200	$	0	$	0	$	17,353
Large Cap Growth Stock Fund	$	325	$	627	$	0	$	244,722	$	0	$	0	$	30,953
Large Cap Value Equity Fund	$	899	$	1,644	$	0	$	248,065	$	0	$	0	$	42,733
Limited Duration Fund	$	15	$	29	$	0	$	0	$	0	$	0	$	4,499
Limited-Term Federal Mortgage Securities Fund	$	14	$	35	$	0	$	70,230	$	0	$	0	$	5,613
Maryland Municipal Bond Fund	$	18	$	38	$	0	$	7,229	$	0	$	0	$	4,686
Mid-Cap Value Equity Fund	$	2,357	$	1,853	$	0	$	282,885	$	0	$	0	$	107,281
Moderate Allocation Strategy	$	102	$	208	$	0	$	183,399	$	0	$	0	$	9,919
North Carolina Tax-Exempt Bond Fund	$	37	$	77	$	0	$	1,090	$	0	$	0	$	5,471
Seix Floating Rate High Income Fund	$	1,956	$	2,376	$	0	$	263,311	$	0	$	0	$	151,364
Seix High Yield Fund	$	1,167	$	2,144	$	0	$	100,630	$	0	$	0	$	50,246
Select Large Cap Growth Stock Fund	$	69	$	137	$	0	$	134,890	$	0	$	0	$	7,226

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			Printing and
			Mailing of
			Prospectuses								Interest
			to Other								Carrying
			Than		Compensation				Compensation		or Other		Other
			Current		to		Compensation		to Sales		Financing		Marketing
Fund	Advertising		Shareholders		Underwriters		to Dealers		Personnel		Charges		Expenses
Short-Term Bond Fund	$	315	$	663	$	0	$	25,197	$	0	$	0	$	18,312
Short-Term U.S. Treasury Securities Fund	$	25	$	53	$	0	$	69,329	$	0	$	0	$	13,969
Small Cap Growth Stock Fund	$	270	$	492	$	0	$	99,844	$	0	$	0	$	14,937
Small Cap Value Equity Fund	$	692	$	1,181	$	0	$	386,292	$	0	$	0	$	88,628
Total Return Bond Fund	$	519	$	1,038	$	0	$	45,827	$	0	$	0	$	38,902
U.S. Government Securities Fund	$	39	$	91	$	0	$	31,581	$	0	$	0	$	5,804
U.S. Government Securities Ultra-Short Bond Fund	$	1,095	$	2,228	$	0	$	0	$	0	$	0	$	50,037
Ultra-Short Bond Fund	$	69	$	140	$	0	$	0	$	0	$	0	$	6,853
Virginia Intermediate Municipal Bond Fund	$	129	$	276	$	0	$	22,962	$	0	$	0	$	9,673

For the fiscal years ended March 31, 2011, March 31, 2010 and March 31, 2009, the Funds paid the following amounts as compensation to broker-dealers pursuant to the A Shares Plan:

	Amount Paid (in thousands)($)
Fund	2011		2010		2009
Aggressive Growth Allocation Strategy		11		6		7
Aggressive Growth Stock Fund		8		5		2
Conservative Allocation Strategy		18		4		2
Corporate Bond Fund		13		11		3
Emerging Growth Stock Fund		3		1		1
Georgia Tax-Exempt Bond Fund		13		9		6
Growth Allocation Strategy		26		10		12
High Grade Municipal Bond Fund		11		7		3
High Income Fund		65		6		7
Intermediate Bond Fund		32		20		2
International Equity Fund		22		21		23
International Equity Index Fund		16		15		13
Investment Grade Bond Fund		75		82		49
Investment Grade Tax-Exempt Bond Fund		85		61		37
Large Cap Core Growth Stock Fund		48		51		66
Large Cap Growth Stock Fund		129		125		153
Large Cap Value Equity Fund		133		90		110
Limited Duration Fund		0		0		0
Limited-Term Federal Mortgage Securities Fund		5		5		4
Maryland Municipal Bond Fund		7		5		0
Mid-Cap Value Equity Fund		344		34		15
Moderate Allocation Strategy		37		21		22
North Carolina Tax-Exempt Bond Fund		1		1		1
Seix Floating Rate High Income Fund		105		36		18
Seix High Yield Fund		50		54		45

46

	Amount Paid (in thousands)($)
Fund	2011		2010		2009
Select Large Cap Growth Stock Fund		2		1		1
Short-Term Bond Fund		6		6		7
Short-Term U.S. Treasury Securities Fund		10		12		27
Small Cap Growth Stock Fund		33		31		39
Small Cap Value Equity Fund		137		21		10
Total Return Bond Fund		38		11		1
U.S. Government Securities Fund		7		8		9
U.S. Government Securities Ultra-Short Bond Fund		0		0		0
Ultra-Short Bond Fund		0		0		0
Virginia Intermediate Municipal Bond Fund		21		17		11

For the fiscal years ended March 31, 2011, March 31, 2010 and March 31, 2009, the Funds paid the amounts shown below as compensation to broker-dealers pursuant to the C Shares Plan. C Shares of the Intermediate Bond Fund and the Total Return Bond Fund converted to R Shares effective February 13, 2009. C Shares of the High Income Fund, Investment Grade Bond Fund and Seix High Yield Fund converted to R Shares effective August 1, 2009.

	Amount Paid (in thousands)($)
Fund	2011		2010		2009
Aggressive Growth Allocation Strategy		13		13		14
Conservative Allocation Strategy		58		33		9
Corporate Bond Fund		181		191		216
Georgia Tax-Exempt Bond Fund		0		14		44
Growth Allocation Strategy		31		32		42
High Grade Municipal Bond Fund		0		14		45
High Income Fund		0		45		162
Intermediate Bond Fund		0		0		0
Investment Grade Bond Fund		0		43		77
Investment Grade Tax-Exempt Bond Fund		0		18		56
Large Cap Core Growth Stock Fund		229		253		340
Large Cap Growth Stock Fund		165		164		210
Large Cap Value Equity Fund		176		185		227
Limited Duration Fund		0		0		0
Limited-Term Federal Mortgage Securities Fund		80		84		93
Maryland Municipal Bond Fund		0		18		56
Mid-Cap Value Equity Fund		121		34		30
Moderate Allocation Strategy		151		142		167
North Carolina Tax-Exempt Bond Fund		0		0		0
Seix Floating Rate High Income Fund		121		35		3
Seix High Yield Fund		0		19		35
Select Large Cap Growth Stock Fund		177		179		207
Short-Term Bond Fund		27		28		31
Short-Term U.S. Treasury Securities Fund		72		65		79
Small Cap Growth Stock Fund		85		80		109
Small Cap Value Equity Fund		224		143		112
Total Return Bond Fund		0		0		0
Ultra-Short Bond Fund		0		0		0
U.S. Government Securities Fund		29		33		39
U.S. Government Securities Fund Ultra-Short Bond Fund		0		0		0
Virginia Intermediate Municipal Bond Fund		0		8		28

For the fiscal years ended March 31, 2011, March 31, 2010 and March 31, 2009, the Funds paid the amounts shown below as compensation to broker-dealers pursuant to the R Shares Plan.

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	Amount Paid (in thousands)($)
Fund	2011		2010		2009
Corporate Bond Fund		0		0		0
Georgia Tax-Exempt Bond Fund		0		0		0
High Grade Municipal Bond Fund		0		0		0
High Income Fund		80		51		0
Intermediate Bond Fund		5		6		1
Investment Grade Bond Fund		38		45		0
Investment Grade Tax-Exempt Bond Fund		0		0		0
Limited Duration Fund		0		0		0
Limited-Term Federal Mortgage Securities Fund		0		0		0
Maryland Municipal Bond Fund		0		0		0
North Carolina Tax-Exempt Bond Fund		0		0		0
Seix Floating Rate High Income Fund		0		0		0
Seix High Yield Fund		24		21		0
Short-Term Bond Fund		0		0		0
Short-Term U.S. Treasury Securities Fund		0		0		0
Total Return Bond Fund		8		3		1
Ultra-Short Bond Fund		0		0		0
U.S. Government Securities Fund		0		0		0
U.S. Government Securities Fund Ultra-Short Bond Fund		0		0		0
Virginia Intermediate Municipal Bond Fund		0		0		0

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, C Shares and R Shares purchased prior to August 1, 2005, unless otherwise agreed upon by the Distributor and such broker-dealer.

	Annual Payout						Annual Payout			Annual Payout
	12(b)-1						12(b)-1			12(b)-1
	Effective			Initial Payment -			Effective in the			Effective
	Immediately			At Time Of Sale			13th Month (C			Immediately
Fund	(A Shares)*			(C Shares)			Shares)**			(R Shares)
Equity Funds
Aggressive Growth Allocation Strategy		0.25	%		1.00	%		1.00	%		—
Aggressive Growth Stock Fund		0.25	%		—			—			—
Conservative Allocation Strategy		0.25	%		1.00	%		1.00	%		—
Corporate Bond Fund		0.25	%		1.00	%		1.00	%		—
Emerging Growth Stock Fund		0.25	%		—			—			—
Growth Allocation Strategy		0.25	%		1.00	%		1.00	%		—
International Equity Fund		0.25	%		—			—			—
International Equity Index Fund		0.25	%		—			—			—
Large Cap Core Growth Stock Fund		0.25	%		1.00	%		1.00	%		—
Large Cap Growth Stock Fund		0.25	%		1.00	%		1.00	%		—
Large Cap Value 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	%		—
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	%		—

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Fixed Income Funds
Corporate Bond Fund	0.25	%	1.00	%	1.00	%	—
Georgia Tax-Exempt Bond Fund	0.15	%	—		—		—
High Grade Municipal Bond Fund	0.15	%	—		—		—
High Income Fund	0.25	%	—		—		0.50	%
Intermediate Bond Fund	0.25	%	—		—		0.50	%
Investment Grade Bond Fund	0.25	%	—		—		0.50	%
Investment Grade Tax-Exempt Bond Fund	0.25	%	—		—		—
Limited Term Federal Mortgage Securities Fund	0.15	%	1.00	%	1.00	%	—
Maryland Municipal Bond Fund	0.15	%	—		—		—
North Carolina Tax-Exempt Bond Fund	0.15	%	—		—		—
Seix Floating Rate High Income Fund	0.25	%	1.00	%	1.00	%	—
Seix High Yield Fund	0.25	%	—		—		0.50	%
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	%	—		—		—
U.S. Government Securities Fund	0.25	%	1.00	%	1.00	%	—
U.S. Government Securities Ultra-Short Bond Fund	—		—		—		—
Virginia Intermediate Municipal Bond Fund	0.15	%	—		—		—

*

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). The CDSC may also be waived from time to time for certain broker-dealers that waive payment of compensation due to them.

Broker-dealers who initiate and are responsible for selling C Shares beginning August 1, 2005, may receive 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%. Merrill Lynch may receive an additional 0.25% payment at the time of sale related to C Shares of certain Funds. 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 prior to any such initial payment 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

49

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 June 30, 2011, the following firms were receiving participation payment program payments:

AIG Advisor Group	Morgan Stanley & Co., Inc.
Ameriprise Advisor Services, Inc.	UBS Financial Services, Inc.
Citigroup Global Markets, Inc. Merrill Lynch Pierce Fenner & Smith, Inc.	Wells Fargo Advisors, LLC

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 sub-accounting with respect to shares beneficially owned by shareholders, or the information to a Fund necessary for sub-accounting; (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 reasonably 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 year ended March 31, 2009. For the fiscal years ended March 31, 2011 and March 31, 2010, the Funds made the following payments shown below.

	Amount Paid (in thousands) ($)				Amount Paid (in thousands) ($)
	(I Shares)				(A Shares)
Fund	2011		2010		2011		2010
Corporate Bond Fund		15		4		1		—
Intermediate Bond Fund		563		265		5		—
International Equity Index Fund		44		24		0		—
Investment Grade Bond Fund		17		5		—		6
Investment Grade Tax-Exempt Bond Fund		224		75		1		—
Seix Floating Rate High Income Fund		126		43		9		3
Seix High Yield Fund		7		—		0		—
Short-Term Bond Fund		—		—		—		1
Short-Term U.S. Treasury Securities Fund		—		4		—		—
Total Return Bond Fund		71		16		1		—
U.S. Government Securities Fund		—		—		0		—
U.S. Government Securities Ultra Short Bond Fund		1,154		184		—		—

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; (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 sub-accounting with

50

respect to shares beneficially owned by shareholders, or the information to a Fund necessary for sub-accounting; (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 (xii) providing such other similar services as a Fund or its shareholders may reasonably 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 Plan for the fiscal year ended March 31, 2009. For the fiscal years ended March 31, 2011 and March 31, 2010, the Funds made the following payments shown below.

	Amount Paid (in thousands) ($)
Fund	2011		2010
High Income Fund		25		—
Intermediate Bond Fund		2		1
Investment Grade Bond Fund		6		—
Seix High Yield Fund		7		—
Total Return Bond Fund		1		3

THE TRANSFER AGENT

Boston Financial Data Services, Inc., Crown Colony Drive, Quincy, Massachusetts 02169, serves as the transfer agent and dividend paying agent to the Trust.

THE CUSTODIAN

State Street Bank and Trust Company (“State Street Bank”), 200 Clarendon Street, P.O. Box 642, Boston, MA, 02117-0642 serves as the fund accounting agent and custodian for the Trust pursuant to a Custodian Agreement dated August 30, 2010. State Street Bank is responsible for the safekeeping of the assets of the Funds (except for certain assets of the International Equity Fund and International Equity Index Fund) and the fund accounting agent is responsible for calculating the Funds’ net asset values. State Street Bank is paid on the basis of net assets and transaction costs of the Funds.

State Street Bank also serves as the custodian and fund accounting agent for the collateral reinvestment account in which collateral on behalf of the Funds’ securities lending program is maintained.

Brown Brothers Harriman & Co. (“Brown Brothers”), 40 Water Street, Boston, MA 02109 serves as custodian for certain securities of the International Equity Fund and International Equity Index Fund. Brown Brothers is responsible for the safekeeping of the assets of such Funds.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP, located at 125 High Street, Boston, Massachusetts 02110, 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 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.

Like most mutual funds, the day-to-day business of the Trust, including the management of risk, is performed by third party service providers, such as the Adviser, Subadvisers, Distributor and Administrator. The Trustees are responsible for overseeing the Trust’s service providers and, thus, have oversight responsibility with respect to risk management performed by those service providers. Risk management seeks to identify and address risks, i.e., events or circumstances that could have material adverse effects on the business, operations, shareholder services, investment performance or reputation of the Funds. The Funds and their service providers

51

employ a variety of processes, procedures and controls to identify those possible events or circumstances, to lessen the probability of their occurrence and/or to mitigate the effects of such events or circumstances if they do occur. Each service provider is responsible for one or more discrete aspects of the Trust’s business (e.g., the Adviser and Subadvisers, as applicable, are responsible for the day-to-day management of each Fund’s portfolio investments) and, consequently, for managing the risks associated with that business. The Board has emphasized to the Funds’ service providers the importance of maintaining vigorous risk management.

The Trustees’ role in risk oversight begins before the inception of a Fund, at which time certain of the Fund’s service providers present the Board with information concerning the investment objectives, strategies and risks of the Fund, as well as proposed investment limitations for the Fund. Additionally, the Adviser and Subadviser provide the Board with an overview of, among other things, their investment philosophy, brokerage practices, and compliance infrastructure. Thereafter, the Board continues its oversight function as various personnel, including the Trust’s CCO, personnel of the Adviser, Subadviser, and other service providers such as the Fund’s independent accountants, make periodic reports to the Audit Committee or to the Board with respect to various aspects of risk management. The Board and the Audit Committee oversee efforts by management and service providers to manage risks to which the Funds may be exposed.

The Board is responsible for overseeing the nature, extent and quality of the services provided to the Funds by the Adviser and Subadvisers and receives information about those services at its regular meetings. In addition, on an annual basis, in connection with its consideration of whether to renew the advisory agreements with the Adviser and Subadvisers, the Board meets with the Adviser and Subadvisers to review the advisory services. Among other things, the Board regularly considers the Adviser’s and Subadvisers’ adherence to the Funds’ investment restrictions and compliance with various policies and procedures and with applicable securities regulations. The Board also reviews information about the Funds’ investments, including, for example, reports on the Adviser’s and Subadvisers’ use of derivatives in managing the Funds, if any, as well as reports on the Funds’ investments in ETFs, if any.

The Trust’s Chief Compliance Officer meets regularly with the Board to review and discuss compliance issues and Fund, Adviser and Subadviser risk assessments. At least annually, the Trust’s Chief Compliance Officer provides the Board with a report reviewing the adequacy and effectiveness of the Trust’s policies and procedures and those of its service providers, including the Adviser and Subadvisers. The report addresses the operation of the policies and procedures of the Trust and each service provider since the date of the last report; any material changes to the policies and procedures since the date of the last report; any recommendations for material changes to the policies and procedures; and any material compliance matters since the date of the last report.

The Board receives reports from the Funds’ service providers regarding operational risks and risks relating to the valuation and liquidity of portfolio securities. The Funds’ Valuation Committee makes regular reports to the Board concerning investments for which market quotations are not readily available. Annually, the Trust’s independent registered public accounting firm reviews with the Audit Committee its audit of the Funds’ financial statements, focusing on major areas of risk encountered by the Funds and noting any significant deficiencies or material weaknesses in the Funds’ internal controls. Additionally, in connection with its oversight function, the Board oversees Fund management’s implementation of disclosure controls and procedures, which are designed to ensure that information required to be disclosed by the Trust in its periodic reports with the SEC are recorded, processed, summarized, and reported within the required time periods. The Board also oversees the Trust’s internal controls over financial reporting, which comprise policies and procedures designed to provide reasonable assurance regarding the reliability of the Trust’s financial reporting and the preparation of the Trust’s financial statements. From their review of these reports and discussions with the Adviser, Subadvisers, Funds’ President, Funds’ Chief Financial Officer, Chief Compliance Officer, independent registered public accounting firm and other service providers, the Board and the Audit Committee learn in detail about the material risks of the Funds, thereby facilitating a dialogue about how management and service providers identify and mitigate those risks.

The Board recognizes that not all risks that may affect the Funds can be identified or quantified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear certain risks (such as investment-related risks) to achieve the Funds’ goals, and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness. Moreover, reports received by the Trustees as to risk management matters are typically summaries of the relevant information. Most of the Funds’ investment management and business affairs are carried out by or through the Funds’ Adviser, Subadvisers, and other service providers, each of which has an independent interest in risk management but whose policies and the methods by which one or more risk management functions are carried out may differ from the Funds’ and each other’s in the setting of priorities, the resources available, or the effectiveness of relevant controls. As a result of the foregoing and other factors, the Board’s ability to monitor and manage risk, as a practical matter, is subject to limitations.

Members of the Board. There are six members of the Board of Trustees, all of whom are not “interested persons” of the Trust, as that term is defined in the 1940 Act (“Independent Trustees”). Dr. Sidney E. Harris serves as Chairman of the Board. In his role as Chairman of the Board, Dr. Harris, among other things, presides over board meetings; presides over executive sessions of the Independent Trustees; oversees the development of agendas for board meetings; facilitates communication between the Independent

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Trustees and management and among the Independent Trustees; serves as a key point person for dealings between the Independent Trustees and management; and has such other responsibilities as the Board or Independent Trustees determine from time to time.

The Board has determined its leadership structure is appropriate given the specific characteristics and circumstances of the Trust including, among other things, the amount of assets under management in the Trust, the number of Funds (and classes of shares) overseen by the Board, the Trust’s policies and procedures as well as those of its service providers, and the experience and qualifications of its members. The Board also believes that its leadership structure facilitates the orderly and efficient flow of information to the Independent Trustees from fund management.

The Board of Trustees has two standing committees, the Audit Committee and Governance and Nominating Committee, which are chaired by an Independent Trustee and composed entirely of Independent Trustees. In addition, the Board oversees the Funds’ Valuation Committee, whose actions are reported to the Board at least quarterly and more frequently, if appropriate.

Set forth below are the names, dates of birth, position with the Trust, length of term of office, and the principal occupations and other directorships held during at least the last five years of each of the persons currently serving as a Trustee of the Trust. Unless otherwise noted, the address of each Trustee and officer is c/o RidgeWorth Investments^®, 3333 Piedmont Road, Suite 1500, Atlanta, Georgia 30305.

				Number of
				Portfolios in the		Other Directorships
	Position	Term of Office		RidgeWorth		Held By Trustee
	Held with	and Length of	Principal Occupation(s)	Complex Overseen		During the Past
Name and Age	the Trust	Time Served	During the Past 5 Years	by Trustees		5 Years
Jeffrey M. Biggar Age: 61	Trustee	Indefinite; since 2007	Managing Director, Little Mountain Group, LLC (an independent Registered Investment Advisor consulting firm) (since 2011); Chief Operating Officer, Cedar Brook Financial Partners LLC (2008-2010); Chief Executive Officer and Senior Managing Director, Sterling (National City Corp.) (2000-2006).		35	GenSpring Trust
George C. Guynn Age: 68	Trustee	Indefinite; since 2008	Retired. President (1996-2006) and Chief Executive Officer (1995-2006) Federal Reserve Bank of Atlanta.		35	Genuine Parts Company; Oxford Industries; John Wieland Homes and Neighborhoods Inc.; Acuity Brands Inc.; GenSpring Trust
Sidney E. Harris Age: 62	Trustee	Indefinite; since 2004	Professor (since 1997), Dean (1997-2004), J. Mack Robinson College of Business, Georgia State University.		35	Total System Services, Inc.; GenSpring Trust
Warren Y. Jobe Age: 70	Trustee	Indefinite; since 2004	Retired. Executive Vice President and Chief Financial Officer, Georgia Power Company (1982-1998) and Senior Vice President, Southern Company (1998-2001).		35	WellPoint, Inc; UniSource Energy Corp.
Connie D. McDaniel Age: 53	Trustee	Indefinite; since 2005	Vice President, Chief of Internal Audit, Corporate Audit Department (since 2009); Vice President Global Finance Transformation (2007-2009); Vice President and Controller (1999-2007), The Coca-Cola Company.		35	None

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				Number of
				Portfolios in the		Other Directorships
	Position	Term of Office		RidgeWorth		Held By Trustee
	Held with	and Length of	Principal Occupation(s)	Complex Overseen		During the Past
Name and Age	the Trust	Time Served	During the Past 5 Years	by Trustees		5 Years
Clarence H. Ridley Age: 69	Trustee	Indefinite; since 2001	Chairman Emeritus (since 2010); Chairman, Havertys Furniture Companies (2001-2010).		35	Crawford & Co.; Havertys Furniture Companies

Individual Trustee Qualifications. The Board has concluded that each of the Trustees should serve on the Board because of his or her ability to review and understand information about the Funds provided to them by management, to identify and request other information they may deem relevant to the performance of their duties, to question management and other service providers regarding material factors bearing on the management and administration of the Funds, and to exercise their business judgment in a manner that serves the best interests of the Funds’ shareholders. The Board has concluded that each of the Trustees should serve as a Trustee based on his or her own experience, qualifications, attributes and skills as described below.

The Board has concluded that Mr. Biggar should serve as Trustee because of the experience he gained in a variety of roles with different financial and banking institutions, his knowledge of the financial services industry, and the experience he has gained serving as a Trustee of the Trust since 2007.

The Board has concluded that Mr. Guynn should serve as Trustee because of his experience as a former President and Chief Executive Officer of the Federal Reserve Bank of Atlanta, his knowledge of the financial services industry, and the experience he has gained serving as a Trustee of the Trust since 2008.

The Board has concluded that Dr. Harris should serve as Trustee because of his background in business, his knowledge of the financial services industry, and the experience he has gained serving as a Trustee of the Funds since 2004.

The Board has concluded that Mr. Jobe should serve as Trustee because of the business experience he gained in a variety of roles, his knowledge of the financial services industry, and the experience he has gained serving as a Trustee of the Trust since 2004.

The Board has concluded that Ms. McDaniel should serve as Trustee because of her business, financial and auditing experience, her knowledge of the financial services industry, and the experience she has gained serving as a Trustee of the Trust since 2005.

The Board has concluded that Mr. Ridley should serve as Trustee because of the business experience he gained serving in a number of roles, his knowledge of the financial services industry, and the experience he has gained serving as a Trustee of the Trust since 2001.

In its periodic assessment of the effectiveness of the Board, the Board considers the complementary individual skills and experience of the individual Trustees in the broader context of the Board’s overall composition so that the Board, as a body, possesses the appropriate (and appropriately diverse) skills and experience to oversee the business of the Funds. Moreover, references to the qualifications, attributes and skills of Trustees are pursuant to requirements of the SEC, do not constitute holding out of the Board or any Trustee as having any special expertise or experience, and shall not be deemed to impose any greater responsibility or liability on any such person or on the Board by reason thereof.

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

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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 and Harris, 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 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 Governance and 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.

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 December 31, 2010. Dollar amount ranges disclosed are established by the SEC. “Beneficial ownership” is determined in accordance with Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 (the “1934 Act”).

				Aggregate Dollar Range of
				Shares in All Investment
				Companies Overseen By
				Trustee in Family of
Trustee	Dollar Range of Fund Shares			Investment Companies
Jeffrey M. Biggar	International Equity 130/30 Fund1	$	1-$10,000	$50,001-$100,000
	International Equity Fund	$	1-$10,000
	Large Cap Quantitative Equity Fund	$	1-$10,000
	Select Large Cap Growth Fund	$	10,001-$50,000
	Small Cap Growth Stock Fund	$	10,001-$50,000
	Small Cap Value Equity Fund	$	10,001-$50,000
	Corporate Bond Fund	$	10,001-$50,000
	High Income Fund	$	10,001-$50,000
	Investment Grade Bond Fund	$	1-$10,000
	Total Return Bond Fund	$	1-$10,000
George C. Guynn	None
Sidney E. Harris	Emerging Growth Stock Fund	$	10,001-$50,000	Over $100,000
	Investment Grade Tax-Exempt Bond Fund	$	10,001-$50,000
	Georgia Tax-Exempt Bond Fund	$	10,001-$50,000
	Ultra-Short Bond Fund	$	50,001-$100,000
	U.S. Government Securities Ultra-Short Bond Fund	$	10,001-$50,000
Warren Y. Jobe	Moderate Allocation Strategy Fund	$	50,001-$100,000	Over $100,000
	Small Cap Growth Stock Fund	$	50,001-$100,000
Connie D. McDaniel	Large Cap Growth Stock Fund	$	10,001-$50,000	Over $100,000
	Large Cap Value Equity Fund	$	10,001-$50,000
	Mid-Cap Value Equity Fund	$	10,001-$50,000
	Small Cap Value Equity Fund	$	10,001-$50,000
	Floating Rate High Income Fund	$	10,001-$50,000
	High Yield Bond Fund	$	10,001-$50,000
Clarence H. Ridley	Floating Rate High Income Fund	$	50,001-$100,000	Over $100,000
	Investment Grade Bond Fund	$	10,001-$50,000
	Seix High Yield Fund	$	10,001-$50,000
	Total Return Bond Fund	$	10,001-$50,000

¹ The International Equity 130/30 Fund was liquidated on or around May 31, 2011.

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As of June 30, 2011, the Trustees and officers as a group owned less than 1% of the outstanding shares of each class of each Fund.

Board Compensation. Effective November 10, 2010, the Board approved a 5% increase in the Trustees’ compensation structure. Each Trustee (except for the Chairperson of the Board) receives an annual retainer fee of $84,000 and a quarterly meeting fee of $6,300. Each Trustee may also receive a Special Interim Meeting Fee (being a meeting that occurs between regularly scheduled meetings with limited materials for review and a modest time commitment) of $3,675. For the Chairperson of the Board, the annual retainer fee, quarterly meeting fee and special interim meeting fee are $105,000, $7,875 and $4,594, respectively. Each Trustee who is a member of the Audit Committee and/or Governance and Nominating Committee (except for the Chairperson of the Committee) receives a meeting fee of $3,150. The Chairperson of each Committee receives a meeting fee of $4,725.

The aggregate compensation paid to each Trustee is allocated on a pro rata basis among each Fund based on the relative net asses of each Fund. The Funds also reimburse the Trustees for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings.

The table below shows the compensation paid to the Trustees during the fiscal year ended March 31, 2011.

			Pension or
			Retirement
	Aggregate		Benefits Accrued		Estimated
	Compensation from		as Part of Fund		Annual Benefits		Total Compensation
Name of Trustee	the Trust ($)		Expenses		Upon Retirement		From the Trust ($)
Jeffrey M. Biggar	$	126,100		N/A		N/A	$	126,100
George C. Guynn	$	126,100		N/A		N/A	$	126,100
Sidney E. Harris	$	162,238		N/A		N/A	$	162,238
Warren Y. Jobe	$	129,175		N/A		N/A	$	129,175
Connie McDaniel	$	127,675		N/A		N/A	$	127,675
Clarence H. Ridley	$	126,100		N/A		N/A	$	126,100
Charles D. Winslow *	$	97,150		N/A		N/A	$	97,150

* Mr. Winslow retired from the Board on December 31, 2010.

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

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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	Principal Occupation(s) During
and Age	with the Trust	of Time Served	the Past 5 Years
Julia R. Short Age: 38	President and Chief Executive Officer	One year; since 2007	Managing Director, Product Manager, RidgeWorth Investments. (since 2004); Relationship Manager, SEI Investments (financial services) (1994 — 2004).
Joseph M. O’Donnell Age: 56	Executive Vice President and Chief Compliance Officer	One year; since April 2011	Chief Compliance Officer of the ING Funds (2004 — 2011); Executive Vice President of the ING Funds (2004 — 2011); Chief Compliance Officer of ING Investments, LLC (2006 — 2008 and October 2009 — 2011); and Investment Advisor Chief Compliance Officer, Directed Services LLC (2006 — 2008 and 2009 — 2011). Formerly, Investment Advisor Chief Compliance Officer, ING Life Insurance and Annuity Company (2006).
Cynthia L. Morse-Griffin Foreside Management Services, LLC Three Canal Plaza, Suite 100 Portland, ME 04101	Treasurer; Chief Financial Officer and Chief Accounting Officer	One year; since 2010	Fund Principal Financial Officer, Foreside Management Services, LLC (2008-present); Assistant Vice President, Citigroup Fund Services, LLC (2001-2008).
Age: 35
Alan Otis State Street Bank and Trust Co. 4 Copley Place, 5th Fl. Boston, MA 02116	Assistant Treasurer	One year; since 2010	Vice President, State Street Bank and Trust Company (since 1995).*
Age: 39
James Bacik State Street Bank and Trust Co. 4 Copley Place, 5th Fl. Boston, MA 02116	Assistant Treasurer	One year; since 2010	Assistant Vice President, State Street Bank and Trust Company (since 2001).*
Age: 35
James M. Atwood Foreside Compliance Services, LLC Three Canal Plaza, Suite 100 Portland, ME 04101	Anti-Money Laundering Officer and Identity Theft Prevention Officer	One year; since 2010	Compliance Analyst, Foreside Compliance Services, LLC (since 2007); personal sabbatical (2004-2007); Attorney, Pierce Atwood (law firm) (2001-2004).
Age: 45
Julie Tedesco State Street Bank and Trust Company Mailstop CPH 0326 4 Copley Place Boston, MA 02116	Secretary and Chief Legal Officer	One year; since 2010	Senior Vice President and Senior Managing Counsel, State Street Bank and Trust Company (since 2000).*
Age: 53

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		Term of Office
Name, Address	Position(s) Held	and Length	Principal Occupation(s) During
and Age	with the Trust	of Time Served	the Past 5 Years
Odeh Stevens State Street Bank and Trust Company Mailstop JHT 1732 200 Clarendon Street Boston, MA 02116	Assistant Secretary	One year; since 2010	Vice President and Counsel, State Street Bank and Trust Company (since 2005). Legal Product Manager, Fidelity Investments (2000-2005).
Age: 42

* During the period indicated the Officer has held various positions at State Street Bank and Trust Company and has provided his or her current title.

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. 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, Dr. 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 State Street Bank 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/domestic partner, 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.

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.

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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/domestic partner’s account(s),

• joint account(s) with your spouse/domestic partner, and

• 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 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/domestic partner 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.

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).

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 the following amounts for the following Funds, of the total amount you intend to purchase.

5.75% for the following Funds:

Aggressive Growth Allocation Strategy
Aggressive Growth Stock Fund
Emerging Growth Stock Fund
Growth Allocation Strategy
International Equity Fund
International Equity Index Fund
Large Cap Core Growth Stock Fund
Large Cap Growth Stock Fund
Large Cap Value Equity Fund
Mid-Cap Value Equity Fund
Moderate Allocation Strategy
Select Large Cap Growth Stock Fund
Small Cap Growth Stock Fund
Small Cap Value Equity 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
North Carolina Tax-Exempt Bond Fund

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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

DETERMINATION OF NET ASSET VALUE

General Policy. Each of the Funds adheres to Section 2(a)(41), and Rule 2a-4 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 Board. 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 NASDAQ), 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 Board. 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 Board.

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 Board.

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. 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.

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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.

U.S. Federal Income Tax. This discussion of federal income tax considerations is based on the Internal Revenue Code 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 RIC under the Internal Revenue 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 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 98.2% 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 U.S. federal excise tax applicable to regulated investment companies but can make no assurances that distributions will be sufficient to avoid this tax.

If the Fund fails to satisfy the qualifying income or diversification requirements in any taxable year, the Fund may be eligible for relief provisions if the failures are due to reasonable cause and not willful neglect and if a penalty tax is paid with respect to each failure to satisfy the applicable requirements. Additionally, relief is provided for certain de minimis failures of the diversification requirements where the Fund corrects the failure within a specified period. If a Fund fails to maintain qualification as a RIC for a tax year, and the relief provisions are not available, that Fund will be subject to U.S. 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. In addition, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest, and make substantial distributions before requalifying as a RIC. 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.

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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 taxable Fixed Income 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.

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, 2012.

Beginning in 2013, distributions from a Fund and gain realized on the sale or exchange of Fund shares will be subject to a 3.8% U.S. federal Medicare contribution tax on “net investment income” for individuals with income exceeding $200,000 ($250,000 if married and filing jointly). “Net investment income” for this purpose does not include exempt interest dividends (described below).

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.

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Sale, Redemption or Exchange of Fund Shares

Sales, redemptions and exchanges of Fund shares are generally taxable transactions for U.S. 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 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: (i) has failed to provide a correct taxpayer identification number, (ii) is subject to backup withholding by the IRS, or (iii) has failed to provide the Fund with certain certifications that are required by the IRS, or (iv) 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 Internal Revenue 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 “AMT”) imposed by Section 55 of the Internal Revenue Code. The AMT 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 AMT 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 AMT 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 Internal Revenue Code, in calculating the corporation’s alternative minimum taxable income for purposes of determining the AMT.

Distributions of exempt-interest dividends may result in additional U.S. 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 Internal Revenue 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 Internal Revenue 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 U.S. 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 IRS if the shareholder: (i) has failed to provide a correct taxpayer identification number, (ii) is subject to backup withholding by the IRS, or (iii) has failed to provide the Fund with certain certifications that are required by the IRS, or (iv) has failed to certify that he or she is a U.S. person (including a U.S. resident alien).

U.S. Tax Treatment of Foreign Shareholders. Generally, nonresident aliens, foreign corporations and other foreign investors are subject to 30% withholding tax on dividends paid by a U.S. corporation, although the rate may be reduced for an investor that is a qualified resident of a foreign country with an applicable tax treaty with the United States. In the case of a regulated investment company such as the Funds, however, certain categories of dividends are exempt from the 30% withholding tax. These generally include dividends attributable to a Fund’s net capital gains (the excess of net long-term capital gains over net short-term capital loss) and, for taxable years of the Fund beginning before January 1, 2012, dividends attributable to the Fund’s interest income from U.S. obligors and dividends attributable to net short-term capital gains of the Fund.

In contrast, if a foreign investor conducts a trade or business in the United States and the investment in a Fund is effectively connected with that trade or business or a foreign individual investor is present in the United States for 183 days or more in a calendar year, then the foreign investor’s income from the Fund will generally be subject to U.S. federal income tax at graduated rates in a manner similar to the income of a U.S. citizen or resident.

For taxable years beginning after December 31, 2012, a U.S. withholding tax at a 30% rate will be imposed on dividends and proceeds of sales in respect of Fund shares received by Fund shareholders who own their shares through foreign accounts or foreign intermediaries if certain disclosure requirements related to U.S. accounts or ownership are not satisfied. The Fund will not pay any additional amounts in respect to any amounts withheld.

All foreign investors should consult their own tax advisors regarding the tax consequences in their country of residence of an investment in the Portfolio.

Taxation of Certain Investments

The tax principles applicable to transactions in financial instruments, such as futures contracts and options, that may be engaged in by a Fund, and investments in passive foreign investment companies (“PFICs”), are complex and, in some cases, uncertain. Such transactions and investments may cause a Fund to recognize taxable income prior to the receipt of cash, thereby requiring the Fund to liquidate other positions, or to borrow money, so as to make sufficient distributions to shareholders to avoid corporate-level tax. Moreover, some or all of the taxable income recognized may be ordinary income or short-term capital gain, so that the distributions may be taxable to shareholders as ordinary income.

In addition, in the case of any shares of a PFIC in which a Fund invests, the Fund may be liable for corporate-level tax on any ultimate gain or distributions on the shares if the Fund fails to make an election to recognize income annually during the period of its ownership of the shares.

Net Capital Loss Carryforwards. Net capital loss carryforwards may be applied against any net realized capital gains in each succeeding year, or until their respective expiration dates, whichever occurs first. Capital loss carryforwards from taxable years beginning after December 2010 are not subject to expiration. The following Funds had tax basis net capital loss carryforwards (in thousands) as of March 31, 2011 (Amounts designated as “—” are $0 or have been rounded to $0.):

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	Expires
Fund	2012($)		2013($)		2014($)		2015($)		2016($)		2017($)		2018($)		2019($)
Aggressive Growth Stock Fund		—		—		—		—		—		292		33,900		—
Emerging Growth Stock Fund		—		—		—		—		—		—		20,295		—
International Equity Fund		—		—		—		—		—		64,442		231,347		—
International Equity Index Fund		—		—		—		—		—		—		26,024		—
Large Cap Core Growth Stock Fund		—		—		—		—		—		43,673		135,337		—
Large Cap Growth Stock Fund		—		—		—		—		—		8,818		7,984		—
Large Cap Quantitative Equity Fund		—		—		—		—		—		15,619		15,181		—
Large Cap Value Equity Fund		—		—		—		—		—		—		72,835		—
Select Large Cap Growth Stock Fund		—		—		—		—		—		—		10,130		—
Small Cap Growth Stock Fund		—		—		—		—		—		—		42,721		—
Aggressive Growth Allocation Strategy		—		—		—		—		—		—		1,018		—
Growth Allocation Strategy		—		—		—		—		—		—		2,884		—
Moderate Allocation Strategy		—		—		—		—		—		—		2,713		—
Georgia Tax-Exempt Bond Fund		—		—		—		—		91		2,203		1,455		—
High Grade Municipal Bond Fund		—		—		—		—		—		986		—		—
Limited Duration Fund		—		—		—		—		—		457		1,102		—
Limited-Term Federal Mortgage Securities Fund		1,720		3,272		5,209		4,062		2,980		—		—		—
North Carolina Tax-Exempt Bond Fund		—		—		—		—		264		613		—		—
Seix Floating Rate High Income Fund		—		—		—		—		—		24,483		28,987		—
Seix High Yield Fund		—		—		—		—		—		10,912		31,158		—
Short-Term Bond Fund		22		353		47		1,052		—		888		4,561		—
Ultra-Short Bond Fund		494		548		573		667		—		203		1,363		451
U.S. Government Securities Ultra-Short Bond Fund		297		393		272		150		—		—		700		10,095

State Taxes. A Fund is not liable for any income or franchise tax in Massachusetts if it qualifies as a RIC for U.S. 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 GNMA and Fannie Mae securities, bankers’ acceptances, commercial paper and repurchase agreements collateralized 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 and International Equity Index Funds meet the Distribution Requirement, and if more than 50% of the value of each 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 IRS 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 U.S. federal income tax. If either of the two above-mentioned Funds makes the election, the 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 and International Equity Index Funds’ transactions in foreign currencies and forward foreign currency contracts will be subject to special provisions of the Internal Revenue 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 mark-to-market certain types of positions in their portfolios (i.e., treat

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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 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.

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, 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 OTC 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.

For the fiscal years ended March 31, 2011, March 31, 2010 and March 31, 2009, the Funds paid the following aggregate brokerage commissions on portfolio transactions:

	Aggregate Dollar Amount of
	Brokerage Commissions Paid ($)
Fund	2011		2010		2009
Aggressive Growth Allocation Strategy		1,256		0		0
Aggressive Growth Stock Fund		88,882		158,949		174,733
Conservative Allocation Strategy		926		0		178
Corporate Bond Fund		0		0		1,458
Emerging Growth Stock Fund		49,263		212,450		184,092
Georgia Tax-Exempt Bond Fund		0		0		0
Growth Allocation Strategy		2,108		239		0
High Grade Municipal Bond Fund		0		0		0
High Income Fund		4,357		0		0
Intermediate Bond Fund		0		0		14,067
International Equity Fund		719,653		749,514		3,114,967
International Equity Index Fund		749,099		783,468		753,277
Investment Grade Bond Fund		0		0		6,670
Investment Grade Tax-Exempt Bond Fund		0		0		0
Large Cap Core Growth Stock Fund		1,092,178		895,945		1,663,380
Large Cap Growth Stock Fund		287,125		649,250		651,259
Large Cap Value Equity Fund		3,071,862		2,945,483		3,322,504
Limited Duration Fund		0		0		0
Limited-Term Federal Mortgage Securities Fund		0		0		0
Maryland Municipal Bond Fund		0		0		0
Mid-Cap Value Equity Fund		5,598,043		3,707,025		1,757,702
Moderate Allocation Strategy		4,423		0		982
North Carolina Tax-Exempt Bond Fund		0		0		0
Seix Floating Rate High Income Fund		8,019		0		0
Seix High Yield Fund		3,864		0		0
Select Large Cap Growth Stock Fund		131,370		155,076		125,553
Short-Term Bond Fund		1,879		0		3
Short-Term U.S. Treasury Securities Fund		0		0		0
Small Cap Growth Stock Fund		1,273,217		1,206,700		1,584,818
Small Cap Value Equity Fund		1,631,031		973,879		942,891

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	Aggregate Dollar Amount of
	Brokerage Commissions Paid ($)
Fund	2011		2010		2009
Total Return Bond Fund		0		0		10,485
Ultra-Short Bond Fund		0		0		0
U.S. Government Securities Fund		0		0		0
U.S. Government Securities Ultra-Short Bond Fund		7,271		2,075		0
Virginia Intermediate Municipal Bond Fund		0		0		0

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: (i) 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; (ii) furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy, and the performance of accounts; and (iii) 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) of the 1934 Act.

For the fiscal years ended March 31, 2011, March 31, 2010 and March 31, 2009, 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:

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	Total Dollar Amount of						Total Dollar Amount of Transactions
	Brokerage Commissions for						Involving Brokerage Commissions
	Research Services ($)						For Research Services ($)
Fund	2011		2010		2009		2011		2010		2009
Aggressive Growth Allocation Strategy		0		0		0		0		0		0
Aggressive Growth Stock Fund		83,739		150,863		164,360		93,615,347		137,552,350		168,967,733
Conservative Allocation Strategy		0		0		0		0		0		0
Corporate Bond Fund		0		0		0		0		0		0
Emerging Growth Stock Fund		43,824		201,480		172,097		31,968,396		133,547,185		117,772,648
Georgia Tax-Exempt Bond Fund		0		0		0		0		0		0
Growth Allocation Strategy		0		0		0		0		0		0
High Grade Municipal Bond Fund		0		0		0		0		0		0
High Income Fund		0		0		0		0		0		0
Intermediate Bond Fund		0		0		0		0		0		0
International Equity Fund		703,571		748,595		3,051,186		451,430,221		470,397,755		2,778,498,649
International Equity Index Fund		744,033		783,468		753,323		967,106,827		852,457,813		948,101,136
Investment Grade Bond Fund		0		0		0		0		0		0
Investment Grade Tax-Exempt Bond Fund		0		0		0		0		0		0
Large Cap Core Growth Stock Fund		982,131		834,988		1,459,584		1,109,226,043		770,392,393		1,971,167,229
Large Cap Growth Stock Fund		274,863		588,413		553,233		377,711,345		742,172,128		892,280,608
Large Cap Value Equity Fund		2,761,831		2,670,315		2,945,971		3,015,064,267		2,369,528,067		2,808,542,183
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 Value Equity Fund		4,851,666		3,395,010		1,550,183		4,282,608,300		2,096,320,372		1,065,611,172
Moderate Allocation Strategy		0		0		0		0		0		0
North Carolina Tax-Exempt Bond Fund		0		0		0		0		0		0
Seix Floating Rate High Income Fund		0		0		0		0		0		0
Seix High Yield Fund		0		0		0		0		0		0
Select Large Cap Growth Stock Fund		123,124		145,971		112,390		181,372,433		163,580,096		149,639,354
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		1,097,196		953,067		1,231,703		803,976,181		606,870,220		1,176,981,591
Small Cap Value Equity Fund		1,432,601		810,299		810,645		1,313,985,620		531,446,344		523,716,550
Total Return Bond Fund		0		0		0		0		0		0
Ultra-Short Bond Fund		0		0		0		0		0		0
U.S. Government Securities Fund		0		0		0		0		0		0
U.S. Government Securities Ultra-Short Bond Fund		0		0		0		0		0		0
Virginia Intermediate Municipal Bond Fund		0		0		0		0		0		0

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 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 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, 2011, March 31, 2010 and March 31, 2009, the Funds did not pay any brokerage commissions on portfolio transactions effected by affiliated brokers.

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The following table shows the value of the aggregate holdings of securities by issuers’ of the Funds’ “regular” brokers or dealers (as defined in the 1940 Act) as of March 31, 2011:

	Dollar Amount of Securities Held
Fund	as of March 31, 2011
International Equity Fund
Deutsche Bank AG	$	4,849,266
International Equity Index Fund
Barclays Capital, Inc.	$	978,498
Credit Suisse Group	$	574,296
Deutsche Bank AG	$	4,375,104
HSBC Securities, Inc.	$	3,376,509
UBS Warburg	$	784,168
Large Cap Core Growth Stock Fund
Goldman Sachs & Co.	$	5,229,510
Large Cap Growth Stock Fund
Goldman Sachs & Co.	$	3,220,110
Large Cap Value Equity Fund
Bank of America Corp.	$	24,884,444
Goldman Sachs & Co.	$	14,531,699
JPMorgan Chase & Co.	$	28,306,138
Morgan Stanley	$	29,236,498
Select Large Cap Growth Stock Fund
Goldman Sachs & Co.	$	1,798,635
Corporate Bond Fund
Goldman Sachs & Co.	$	955,027
HSBC Securities, Inc.	$	1,186,205
JPMorgan Chase & Co.	$	3,429,600
Morgan Stanley	$	2,960,999
High Income Fund
Citigroup, Inc.	$	789,900
Intermediate Bond Fund
Credit Suisse Group	$	8,374,876
Goldman Sachs & Co.	$	5,503,393
HSBC Securities, Inc.	$	3,322,591
JPMorgan Chase & Co.	$	11,581,274
Morgan Stanley	$	12,377,904
Investment Grade Bond Fund
Credit Suisse Group	$	1,955,877
Goldman Sachs & Co.	$	886,314
HSBC Securities, Inc.	$	1,135,556
JPMorgan Chase & Co.	$	3,549,493
Morgan Stanley	$	2,690,317

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	Dollar Amount of Securities Held
Fund	as of March 31, 2011
Limited Duration Fund
JPMorgan Chase & Co.	$	724,893
Seix Floating Rate High Income Fund
Citigroup, Inc.	$	355,982
Seix High Yield Fund
Bank of America, Inc.	$	7,925,476
Citigroup, Inc.	$	12,072,569
Short-Term Bond Fund
Bank of America, Inc.	$	14,991,078
Barclays Capital, Inc.	$	5,090,764
Citigroup, Inc.	$	5,844,516
Credit Suisse Group	$	11,839,632
Goldman Sachs & Co.	$	6,521,342
JPMorgan Chase & Co.	$	19,110,071
Morgan Stanley	$	3,902,483
UBS Warburg	$	5,642,332
Total Return Bond Fund
Bank of America, Inc.	$	7,383,488
Credit Suisse Group	$	6,214,811
Goldman Sachs & Co.	$	1,217,934
HSBC Securities, Inc.	$	6,594,765
JPMorgan Chase & Co.	$	7,753,187
Morgan Stanley	$	9,977,696
UBS Warburg	$	9,949,955
Ultra-Short Bond Fund
Bank of America, Inc.	$	3,623,238
Barclays Capital, Inc.	$	590,154
Citigroup, Inc.	$	3,365,309
Credit Suisse Group	$	1,409,536
Goldman Sachs & Co.	$	1,494,218
JPMorgan Chase & Co.	$	6,113,824
Morgan Stanley	$	2,365,935
UBS Warburg	$	1,122,354

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, 2011 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.

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	Turnover Rate (%)
Fund	2011		2010
Aggressive Growth Allocation Strategy		19		23
Aggressive Growth Stock Fund		53		27
Conservative Allocation Strategy		28		29
Corporate Bond Fund		47		75
Emerging Growth Stock Fund		133		87
Georgia Tax-Exempt Bond Fund		44		45
Growth Allocation Strategy		25		21
High Grade Municipal Bond Fund		122		123
High Income Fund1		269		466
Intermediate Bond Fund		128		122
International Equity Fund		80		95
International Equity Index Fund		43		36
Investment Grade Bond Fund		121		99
Investment Grade Tax-Exempt Bond Fund		159		169
Large Cap Core Growth Stock Fund		136		81
Large Cap Growth Stock Fund		30		62
Large Cap Value Equity Fund		134		105
Limited Duration Fund		76		124
Limited-Term Federal Mortgage Securities Fund		452		435
Maryland Municipal Bond Fund		33		35
Mid-Cap Value Equity Fund		170		195
Moderate Allocation Strategy		33		21
North Carolina Tax-Exempt Bond Fund		49		65
Seix Floating Rate High Income Fund		104		117
Seix High Yield Fund		119		116
Select Large Cap Growth Stock Fund		72		65
Short-Term Bond Fund		189		122
Short-Term U.S. Treasury Securities Fund2		36		147
Small Cap Growth Stock Fund		112		103
Small Cap Value Equity Fund		72		62
Total Return Bond Fund		294		326
U.S. Government Securities Fund		92		85
U.S. Government Securities Ultra-Short Bond		229		119
Ultra-Short Bond Fund		229		130
Virginia Intermediate Municipal Bond Fund		17		33

1	New issuance increased significantly in 2010 from previous years and the Fund rotated out of positions that reached their price targets. In addition, significant asset in-flows to the Fund led to higher turnover during 2010.
2	The Fund is being managed using a laddered maturity approach; as securities mature, new securities are purchased. This approach has decreased the turnover from 2010.

PORTFOLIO HOLDINGS

The Board 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 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 are not distributed to Fund shareholders, but are available,

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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.ridgeworth.com.

The Trust’s website will provide portfolio holdings for each Fund on the 15th day of each month (or on the next business day should the 15th 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, P.O. Box 8053, Boston, MA 02266-8053.

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, the Trust’s Administrator provides portfolio holdings information to ratings agencies. 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.

In addition, the Trust’s service providers, such as the custodian, securities lending agent, 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 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 Trust’s Agreement and Declaration of Trust (“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

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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 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 U.S. federal securities laws.

CODES OF ETHICS

The Board has adopted a Code of Ethics pursuant to Rule 17j-1 under the 1940 Act. In addition, the Adviser, the Subadvisers and Foreside Financial Group, LLC on behalf of its subsidiaries have each 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.ridgeworth.com, without charge upon request by calling 1-888-784-3863, or by writing to the Funds at RidgeWorth Funds, P.O. Box 8053, Boston, MA 02266-8053. The Funds’ proxy voting record is also available on the SEC’s website at www.sec.gov.

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FINANCIAL STATEMENTS

The financial statements for the Trust’s fiscal year ended March 31, 2011, including notes thereto and the reports of PricewaterhouseCoopers LLP thereon, are incorporated into this SAI by reference from the 2011 Annual Report to Shareholders. Copies of the 2011 Annual Report will be provided without charge to each person receiving this SAI.

5% AND 25% SHAREHOLDERS

As of June 30, 2011, 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. 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. An asterisk (*) indicates a beneficial owner.

	Percent of the Class
	Total Assets Held
Fund/Class	by the Shareholder
RIDGEWORTH AGGRESSIVE GROWTH ALLOCATION STRATEGY — CLASS A NFS LLC FEBO MATHIAS J DEVITO FMT CO TTEE PSRP MP 1102 MALVERN AVENUE BALTIMORE MD 21204-6718	19.68%
RIDGEWORTH AGGRESSIVE GROWTH ALLOCATION STRATEGY — CLASS C NFS LLC FEBO JAMES M ROBERTS DOROTHEA E ROBERTS 8616 WINDJAMMER DR RALEIGH NC 27615-2708	5.03%
RIDGEWORTH AGGRESSIVE GROWTH ALLOCATION STRATEGY — CLASS C NFS LLC FEBO ROSANNE M HAGGERTY 345 GREENWICH ST APT 3A NY NY 10013-2875	5.37%
RIDGEWORTH AGGRESSIVE GROWTH ALLOCATION STRATEGY — CLASS C NFS LLC FEBO FMT CO TTEE PSRP PS LLOYD I SEDERER MD FBO LLOYD I SEDERER 345 GREENWICH ST APT 3A NEW YORK NY 10013-2875	5.23%
RIDGEWORTH AGGRESSIVE GROWTH ALLOCATION STRATEGY — CLASS C NFS LLC FEBO NFS FMTC IRA FBO JAIME J VALDES 1019 N E 3RD ST FORT LAUDERDALE FL 33301-1669	12.93%

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	Percent of the Class
	Total Assets Held
Fund/Class	by the Shareholder
RIDGEWORTH AGGRESSIVE GROWTH ALLOCATION STRATEGY — CLASS C NFS LLC FEBO VICTORIA NAHOUM REVOC LIV TR VICTORIA HENRY NAHOUM TTEE U A 01 11 95820 VESPUCCI LANE FOSTER CITY CA 94404-2923	7.28%
RIDGEWORTH AGGRESSIVE GROWTH ALLOCATION STRATEGY — CLASS C NFS LLC FEBO NFS FMTC ROLLOVER IRA FBO ALAN CHARLES SCHULMAN 8618 STONE CREEK COURT DOUGLASVILLE GA 30135-1657	11.52%
RIDGEWORTH AGGRESSIVE GROWTH ALLOCATION STRATEGY — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989	5.99%
RIDGEWORTH AGGRESSIVE GROWTH ALLOCATION STRATEGY — CLASS I ORCHARD TRUST CO TTEE EMPLOYEE BENEFITS CLIENTS 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002	12.75%
RIDGEWORTH AGGRESSIVE GROWTH ALLOCATION STRATEGY — CLASS I SUNTRUST BANK AND VARIOUS BENEFIT P C/O FASCORE RECORDKEEPER 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002	73.60%
RIDGEWORTH AGGRESSIVE GROWTH STOCK FUND — CLASS A NFS LLC FEBO RELIANCE TRUST TTEE WACO ASSC 401K PROFIT SHARING PLAN VALLEY FORGE BUSINESS CTR 2546 GENERAL ARMISTEAD AVE NORRISTOWN PA 19403-5230	8.62%

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	Percent of the Class
	Total Assets Held
Fund/Class	by the Shareholder
RIDGEWORTH AGGRESSIVE GROWTH STOCK FUND — CLASS I TRUSTMAN SUNTRUST BANKS MUTUAL FUND RECONCILIATIONUNIT MAIL CENTER 3144 P O BOX 105870 ATLANTA GA 30348-5870	50.78%
RIDGEWORTH AGGRESSIVE GROWTH STOCK FUND — CLASS I NATIONWIDE TRUST COMPANY FSB C/O IPO PORTFOLIO ACCOUNTING PO BOX 182029 COLUMBUS OH 43218-2029	6.50%
RIDGEWORTH AGGRESSIVE GROWTH STOCK FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989	18.22%
RIDGEWORTH CONSERVATIVE ALLOCATION STRATEGY — CLASS A ORCHARD TRUST CO TTEE EMPLOYEE BENEFITS CLIENTS 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002	27.90%
RIDGEWORTH CONSERVATIVE ALLOCATION STRATEGY — CLASS C MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOME 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484	7.13%
RIDGEWORTH CONSERVATIVE ALLOCATION STRATEGY — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989	8.02%

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	Percent of the Class
	Total Assets Held
Fund/Class	by the Shareholder
RIDGEWORTH CONSERVATIVE ALLOCATION STRATEGY — CLASS I MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOME 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484	8.36%
RIDGEWORTH CONSERVATIVE ALLOCATION STRATEGY — CLASS I ORCHARD TRUST CO TTEE EMPLOYEE BENEFITS CLIENTS 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002	6.90%
RIDGEWORTH CONSERVATIVE ALLOCATION STRATEGY — CLASS I PRUDENTIAL INVESTMENT MANAGEMENT SE FOR THE BENEFIT OF MUTUAL FUND CLIE ATTN PRUCHOICE MAIL STOP NJ-05-11-2 GATEWAY CENTER 3 — 10TH FLOOR 100 MULBERRY STREET NEWARK NJ 07102-4056	16.15%
RIDGEWORTH CONSERVATIVE ALLOCATION STRATEGY — CLASS I SUNTRUST BANK AND VARIOUS BENEFIT P C/O FASCORE RECORDKEEPER 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002	21.22%
RIDGEWORTH CORPORATE BOND FUND — CLASS A BPPR AS TRUSTEE FBO GFR RETIREMENT SAVINGS PLAN POPULAR STREET BUILDING 153 PONCE DE LEON AVE 8TH FLOOR TRUST DIVISION SAN JUAN PR 160 00917	27.57%
RIDGEWORTH CORPORATE BOND FUND — CLASS A PERSHING LLC P O BOX 2052 JERSEY CITY NJ 07303-2052	5.51%

77

	Percent of the Class
	Total Assets Held
Fund/Class	by the Shareholder
RIDGEWORTH CORPORATE BOND FUND — CLASS A MORGAN KEEGAN COMPANY INC FBO 777873491 50 NORTH FRONT STREET MEMPHIS TN 38103-1199	5.76%
RIDGEWORTH CORPORATE BOND FUND — CLASS A BPPR AS TRUSTEE FBO EL DMA INC RETIREMENT SAVINGS PLA POPULAR STREET BUILDING 153 PONCE DE LEON AVE 8TH FLOOR TRUST DIVISION SAN JUAN PR 160 00917	8.98%
RIDGEWORTH CORPORATE BOND FUND — CLASS I CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151	15.33%
RIDGEWORTH CORPORATE BOND FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989	12.05%
RIDGEWORTH CORPORATE BOND FUND — CLASS I COMMUNITY FOUNDATION* FOR SOUTHEAST MICHIGAN 333 WEST FORT ST SUITE 2010 DETROIT MI 48226-3134	31.54%
RIDGEWORTH CORPORATE BOND FUND — CLASS I CYSTIC FIBROSIS FOUNDATION* 6931 ARLINGTON RD STE 200 BETHESDA MD 20814-5200	7.54%

78

	Percent of the Class
	Total Assets Held
Fund/Class	by the Shareholder
RIDGEWORTH CORPORATE BOND FUND — CLASS I STATE STREET BANK & TRUST FBO RIDGEWORTH MODERATE ALLOCATION STRATEGY 2 AVE DE LAFAYETTE LCC5W BOSTON MA 02111	10.34%
RIDGEWORTH EMERGING GROWTH STOCK FUND — CLASS A MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOME 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484	24.91%
RIDGEWORTH EMERGING GROWTH STOCK FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989	45.59%
RIDGEWORTH EMERGING GROWTH STOCK FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989	25.47%
RIDGEWORTH EMERGING GROWTH STOCK FUND — CLASS I PRUDENTIAL INVESTMENT MANAGEMENT SE FOR THE BENEFIT OF MUTUAL FUND CLIENTS ATTN PRUCHOICE MAIL STOP NJ-05-11-2 GATEWAY CENTER 3 - 10TH FLOOR 100 MULBERRY STREET NEWARK NJ 07102-4056	7.56%
RIDGEWORTH GEORGIA TAX-EXEMPT BOND FUND — CLASS A NFS LLC FEBO CHARLES M KLEIN CHERYL POTTS 5879 BROOKSTONE KNOLL ACWORTH GA 30101-4576	5.95%

79

	Percent of the Class
	Total Assets Held
Fund/Class	by the Shareholder
RIDGEWORTH GEORGIA TAX-EXEMPT BOND FUND — CLASS A NFS LLC FEBO FRANCES V ROBERTS PO BOX 635 GRAY GA 31032-06350	6.74%
RIDGEWORTH GEORGIA TAX-EXEMPT BOND FUND — CLASS A CHARLES SCHWAB CO INC FBO 27273121 ATLANTA GA 30329-4136 ATTN MUTUAL FUND OPERATIONS 333 4 101 MONTGOMERY STREET SAN FRANCISCO CA 94104-4151	9.34%
RIDGEWORTH GEORGIA TAX-EXEMPT BOND FUND — CLASS A NFS LLC FEBO DR STEVE D CLEMENTS JR HELEN MARY CLEMENTS 833 CLIFTON RD NE ATLANTA GA 30307-1223	8.32%
RIDGEWORTH GEORGIA TAX-EXEMPT BOND FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989	81.03%
RIDGEWORTH GEORGIA TAX-EXEMPT BOND FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989	11.13%
RIDGEWORTH GROWTH ALLOCATION STRATEGY — CLASS C NFS LLC FEBO NFS/FMTC IRA FBO GEORGE P STEELE 3000 GALLOWAY RDG APT G207 PITTSBORO NC 27312-8669	8.35%

80

	Percent of the Class
	Total Assets Held
Fund/Class	by the Shareholder
RIDGEWORTH GROWTH ALLOCATION STRATEGY — CLASS I ORCHARD TRUST CO TTEE EMPLOYEE BENEFITS CLIENTS 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002	5.56%
RIDGEWORTH GROWTH ALLOCATION STRATEGY — CLASS I SUNTRUST BANK AND VARIOUS BENEFIT P C/O FASCORE RECORDKEEPER 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-50020	92.82%
RIDGEWORTH HIGH GRADE MUNICIPAL BOND FUND — CLASS A MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484	23.29%
RIDGEWORTH HIGH GRADE MUNICIPAL BOND FUND — CLASS A NFS LLC FEBO MARK S WOOD TTEE MARK S WOOD FAMILY TRUST 2 U A 1 1 04 1286 PONTE VEDRA RD PONTE VEDRA BEACH FL 32082-4417	12.45%
RIDGEWORTH HIGH GRADE MUNICIPAL BOND FUND — CLASS A NFS LLC FEBO E T MESKILL TTEE E T MESKILL REVOCABLE TRUST U/A 6/29/87 2751 REGENCY OAKS BLVD APT R506 CLEARWATER FL 33759-1523	5.33%
RIDGEWORTH HIGH GRADE MUNICIPAL BOND FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989	57.18%

81

	Percent of the Class
	Total Assets Held
Fund/Class	by the Shareholder
RIDGEWORTH HIGH GRADE MUNICIPAL BOND FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989	6.95%
RIDGEWORTH HIGH GRADE MUNICIPAL BOND FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989	13.27%
RIDGEWORTH HIGH GRADE MUNICIPAL BOND FUND — CLASS I MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484	15.71%
RIDGEWORTH HIGH INCOME FUND — CLASS A NATIONWIDE TRUST COMPANY FSB C/O IPO PORTFOLIO ACCOUNTING PO BOX 182029 COLUMBUS OH 43218-2029	10.07%
RIDGEWORTH HIGH INCOME FUND — CLASS A US BANK NA FBO PREMIER PO BOX 1787 MILWAUKEE WI 53201-1787	7.08%
RIDGEWORTH HIGH INCOME FUND — CLASS I CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151	54.45%

82

	Percent of the Class
	Total Assets Held
Fund/Class	by the Shareholder
RIDGEWORTH INTERMEDIATE BOND FUND — CLASS A NEW YORK LIFE TRUST COMPANY TRST WILLIAM PERRET 169 LACKAWANNA AVE 2ND FLOOR PARSIPPANY NJ 07054-1007	12.69%
RIDGEWORTH INTERMEDIATE BOND FUND — CLASS A ORCHARD TRUST CO TTEE EMPLOYEE BENEFITS CLIENTS 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002	30.88%
RIDGEWORTH INTERMEDIATE BOND FUND — CLASS A MG TRUST COMPANY CUST FBO PLUMBERS AND STEAMFITTERS LOCAL 377 700 17TH STREET SUITE 300 DENVER CO 80202-3531	6.83%
RIDGEWORTH INTERMEDIATE BOND FUND — CLASS I CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151	23.63%
RIDGEWORTH INTERMEDIATE BOND FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989	38.29%
RIDGEWORTH INTERMEDIATE BOND FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989	5.47%

83

	Percent of the Class
	Total Assets Held
Fund/Class	by the Shareholder
RIDGEWORTH INTERMEDIATE BOND FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989	11.18%
RIDGEWORTH INTERMEDIATE BOND FUND — CLASS R TAYNIK & CO C/O STATE STREET BANK & TRUST 1200 CROWN COLONY DRIVE QUINCY MA 02169-0938	91.56%
RIDGEWORTH INTERNATIONAL EQUITY FUND — CLASS A ANTHONY R GRAY* 452 SYLVAN DR WINTER PARK FL 32789-3975	5.91%
RIDGEWORTH INTERNATIONAL EQUITY FUND — CLASS A NATIONWIDE TRUST COMPANY FSB C/O IPO PORTFOLIO ACCOUNTING PO BOX 182029 COLUMBUS OH 43218-2029	6.41%
RIDGEWORTH INTERNATIONAL EQUITY FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989	6.65%
RIDGEWORTH INTERNATIONAL EQUITY FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989	83.48%

84

	Percent of the Class
	Total Assets Held
Fund/Class	by the Shareholder
RIDGEWORTH INTERNATIONAL EQUITY INDEX FUND — CLASS A NFS LLC FEBO NETTIE DARLENE DUVALL P O BOX 2325 BRENTWOOD TN 37024-2325	6.03%
RIDGEWORTH INTERNATIONAL EQUITY INDEX FUND — CLASS A NFS LLC FEBO BANKERS TRUST COMPANY PO BOX 897 DES MOINES IA 50306-0897	6.36%
RIDGEWORTH INTERNATIONAL EQUITY INDEX FUND — CLASS I TRUSTMAN SUNTRUST BANKS MUTUAL FUND RECONCILIATIONUNIT MAIL CENTER 3144 P O BOX 105870 ATLANTA GA 30348-5870	11.46%
RIDGEWORTH INTERNATIONAL EQUITY INDEX FUND — CLASS I CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151	5.99%
RIDGEWORTH INTERNATIONAL EQUITY INDEX FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989	12.66%

85

	Percent of the Class
	Total Assets Held
Fund/Class	by the Shareholder
RIDGEWORTH INTERNATIONAL EQUITY INDEX FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989	48.97%
RIDGEWORTH INTERNATIONAL EQUITY INDEX FUND — CLASS I SUNTRUST BANK AND VARIOUS BENEFIT P C/O FASCORE RECORDKEEPER 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002	5.61%
RIDGEWORTH INVESTMENT GRADE BOND FUND — CLASS A NATIONWIDE TRUST COMPANY FSB C/O IPO PORTFOLIO ACCOUNTING PO BOX 182029 COLUMBUS OH 43218-2029	19.15%
RIDGEWORTH INVESTMENT GRADE BOND FUND — CLASS I TRUSTMAN SUNTRUST BANKS MUTUAL FUND RECONCILIATION UNIT MAIL CENTER 3144 P O BOX 105870 ATLANTA GA 30348-5870	36.25%
RIDGEWORTH INVESTMENT GRADE BOND FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989	8.98%
RIDGEWORTH INVESTMENT GRADE BOND FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989	5.12%

86

	Percent of the Class
	Total Assets Held
Fund/Class	by the Shareholder
RIDGEWORTH INVESTMENT GRADE BOND FUND — CLASS I SUNTRUST BANK AND VARIOUS BENEFIT P C/O FASCORE RECORDKEEPER 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002	34.45%
RIDGEWORTH INVESTMENT GRADE TAX-EXEMPT BOND FUND — CLASS I CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151	19.60%
RIDGEWORTH INVESTMENT GRADE TAX-EXEMPT BOND FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989	26.14%
RIDGEWORTH INVESTMENT GRADE TAX-EXEMPT BOND FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989	11.14%
RIDGEWORTH INVESTMENT GRADE TAX-EXEMPT BOND FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989	8.22%
RIDGEWORTH LARGE CAP CORE GROWTH STOCK FUND — CLASS A NATIONWIDE TRUST COMPANY FSB C/O IPO PORTFOLIO ACCOUNTING PO BOX 182029 COLUMBUS OH 43218-2029	9.26%

87

	Percent of the Class
	Total Assets Held
Fund/Class	by the Shareholder
RIDGEWORTH LARGE CAP CORE GROWTH STOCK FUND — CLASS I CHARLES SCHWAB AND CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151	11.79%
RIDGEWORTH LARGE CAP CORE GROWTH STOCK FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989	40.32%
RIDGEWORTH LARGE CAP CORE GROWTH STOCK FUND — CLASS I
SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989	8.03%
RIDGEWORTH LARGE CAP CORE GROWTH STOCK FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989	10.96%
RIDGEWORTH LARGE CAP CORE GROWTH STOCK FUND — CLASS I SUNTRUST BANK AND VARIOUS BENEFIT P C/O FASCORE RECORDKEEPER 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002	19.66%

88

	Percent of the Class
	Total Assets Held
Fund/Class	by the Shareholder
RIDGEWORTH LARGE CAP GROWTH STOCK FUND — CLASS I TRUSTMAN SUNTRUST BANKS MUTUAL FUND RECONCILIATION UNIT MAIL CENTER 3144 P O BOX 105870 ATLANTA GA 30348-5870	30.56%
RIDGEWORTH LARGE CAP GROWTH STOCK FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989	34.88%
RIDGEWORTH LARGE CAP GROWTH STOCK FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989	10.26%
RIDGEWORTH LARGE CAP GROWTH STOCK FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989	12.12%
RIDGEWORTH LARGE CAP QUANTITATIVE EQUITY FUND — CLASS A NFS LLC FEBO NFS FMTC IRA FBO JOHN LOVATO 2332 MAR EAST STREET TIBURON CA 94920-1925	8.57%

89

	Percent of the Class
	Total Assets Held
Fund/Class	by the Shareholder
RIDGEWORTH LARGE CAP QUANTITATIVE EQUITY FUND — CLASS A NFS LLC FEBO FREDDY MLADEN 11482 NEW FARRINGTON CT GLEN ALLEN VA 23059-1629	11.81%
RIDGEWORTH LARGE CAP QUANTITATIVE EQUITY FUND — CLASS A NFS LLC FEBO KARLA BRIGGS ENGARD JAMES B ENGARD JR 7648 CLEMENTINE WAY ORLANDO FL 32819-4610	5.32%
RIDGEWORTH LARGE CAP QUANTITATIVE EQUITY FUND — CLASS A NFS LLC FEBO NFS FMTC ROLLOVER IRA FBO CLARENCE CATRON 77 LEE ROAD 2166 SALEM AL 36874-1741	7.04%
RIDGEWORTH LARGE CAP QUANTITATIVE EQUITY FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989	5.99%
RIDGEWORTH LARGE CAP QUANTITATIVE EQUITY FUND — CLASS I STATE STREET BANK & TRUST FBO RIDGEWORTH MODERATE ALLOCATION STRATEGY 2 AVE DE LAFAYETTE LCC5W BOSTON MA 02111	42.02%
RIDGEWORTH LARGE CAP QUANTITATIVE EQUITY FUND — CLASS I STATE STREET BANK & TRUST FBO RIDGEWORTH AGGRESSIVE GROWTH ALLOCATION STRATEGY 2 AVE DE LAFAYETTE LCC5W BOSTON MA 02111	14.13%

90

	Percent of the Class
	Total Assets Held
Fund/Class	by the Shareholder
RIDGEWORTH LARGE CAP QUANTITATIVE EQUITY FUND — CLASS I STATE STREET BANK & TRUST FBO RIDGEWORTH GROWTH ALLOCATION STRATEGY 2 AVE DE LAFAYETTE LCC5W BOSTON MA 02111	26.22%
RIDGEWORTH LARGE CAP VALUE EQUITY FUND — CLASS A ING LIFE INSURANCE AND ANNUITY COMPANY ONE ORANGE WAY WINDSOR CT 06095-4773	26.34%
RIDGEWORTH LARGE CAP VALUE EQUITY FUND — CLASS A VRSCO FBO AIGFSB CUST TTEE FBO RIVERSIDE COUNTY 457B 2929 ALLEN PARKWAY, A6-20 HOUSTON TX 77019-7117	8.73%
RIDGEWORTH LARGE CAP VALUE EQUITY FUND — CLASS A PIMS/PRUDENTIAL RETIREMENT AS NOMINEE FOR THE TTEE/CUST PL 007 THE JM EAGLE EMPLOYEE 401(K) 5200 W CENTURY BLVD LOS ANGELES CA 90045-5928	5.08%
RIDGEWORTH LARGE CAP VALUE EQUITY FUND — CLASS C NORWEST BANK COLORADO NA CUST 457 PLAN C/O FASCORP 8515 E ORCHARD RD 2T2 ENGLEWOOD CO 80111-5002	6.20%
RIDGEWORTH LARGE CAP VALUE EQUITY FUND — CLASS I TRUSTMAN SUNTRUST BANK SMUTUAL FUND RECONCILIATION UNIT MAIL CENTER 3144 P O BOX 105870 ATLANTA GA 30348-5870	6.31%

91

	Percent of the Class
	Total Assets Held
Fund/Class	by the Shareholder
RIDGEWORTH LARGE CAP VALUE EQUITY FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989	20.08%
RIDGEWORTH LARGE CAP VALUE EQUITY FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989	32.05%
RIDGEWORTH LARGE CAP VALUE EQUITY FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989	5.89%
RIDGEWORTH LARGE CAP VALUE EQUITY FUND — CLASS I NFS LLC FEBO FIIOC AS AGENT FOR QUALIFIED EMPLOYEE BENEFIT PLANS 401K FINOPS-IC FUNDS 100 MAGELLAN WAY KW1C COVINGTON KY 41015-1987	8.82%
RIDGEWORTH LARGE CAP VALUE EQUITY FUND — CLASS I SUNTRUST BANK AND VARIOUS BENEFIT P C/O FASCORE RECORDKEEPER 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002	5.69%

92

	Percent of the Class
	Total Assets Held
Fund/Class	by the Shareholder
RIDGEWORTH LIMITED DURATION FUND — CLASS I SEIX ADVISORS AS MANAGER FOR INTERNATIONAL FELLOWSHIP FOUNDATION C/O ELLEN WESH-SEIX ADVISORS 10 MOUNTAINVIEW RD STE C200 UPPER SADDLE RIVER NJ 07458-1937	48.51%
RIDGEWORTH LIMITED DURATION FUND — CLASS I SEIX ADVISORS AS MANAGER FOR OHIO TUITION TRUST AUTHORITY 10 MOUNTAINVIEW RD STE C200 UPPER SADDLE RIVER NJ 07458-1937	30.15%
RIDGEWORTH LIMITED DURATION FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989	15.38%
RIDGEWORTH LIMITED DURATION FUND — CLASS I SEIX AS MANAGER FOR IIE-WHITAKER 10 MOUNTAINVIEW RD SUITE C-200 UPPER SADDLE RIVER NJ 07458-1937	5.59%
RIDGEWORTH LIMITED-TERM FEDERAL MORTGAGE SECURITIES FUND — CLASS A NFS LLC FEBO GUARDIANSHIP SERV OF SEATTLE TTEE ETHAN SANDERS SPECIAL NEEDS TR 200 1ST AVE W #308 SEATTLE WA 98119-4219	5.20%
RIDGEWORTH LIMITED-TERM FEDERAL MORTGAGE SECURITIES FUND — CLASS A PERSHING LLC P O BOX 2052 JERSEY CITY NJ 07303-2052	11.11%

93

	Percent of the Class
	Total Assets Held
Fund/Class	by the Shareholder
RIDGEWORTH LIMITED-TERM FEDERAL MORTGAGE SECURITIES FUND — CLASS A MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484	28.29%
RIDGEWORTH LIMITED-TERM FEDERAL MORTGAGE SECURITIES FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989	29.20%
RIDGEWORTH LIMITED-TERM FEDERAL MORTGAGE SECURITIES FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989	42.49%
RIDGEWORTH LIMITED-TERM FEDERAL MORTGAGE SECURITIES FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989	12.17%
RIDGEWORTH LIMITED-TERM FEDERAL MORTGAGE SECURITIES FUND — CLASS I SUNTRUST BANK AND VARIOUS BENEFIT P C/O FASCORE RECORDKEEPER 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002	8.63%

94

	Percent of the Class
	Total Assets Held
Fund/Class	by the Shareholder
RIDGEWORTH MARYLAND MUNICIPAL BOND FUND — CLASS A
PERSHING LLC ONE PERSHING PLAZA JERSEY CITY NJ 07399-0002		7.66	%
RIDGEWORTH MARYLAND MUNICIPAL BOND FUND — CLASS A
NFS LLC FEBO HAZEL WINS TTEE HAZEL WINS REVOCABLE TRUST U A 2 14 97 2008 BEECHWOOD RD HYATTSVILLE MD 20783-2816		8.00	%
RIDGEWORTH MARYLAND MUNICIPAL BOND FUND — CLASS I
SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		82.86	%
RIDGEWORTH MARYLAND MUNICIPAL BOND FUND — CLASS I
SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		10.50	%
RIDGEWORTH MID-CAP VALUE EQUITY FUND — CLASS A
HARTFORD LIFE INSURANCE CO SEPARATE ACCOUNT PO BOX 2999 HARTFORD CT 06104-2999		19.19	%
RIDGEWORTH MID-CAP VALUE EQUITY FUND — CLASS A
ING LIFE INSURANCE AND ANNUITY COMPANY ONE ORANGE WAY WINDSOR CT 06095-4773		8.86	%

95

	Percent of the Class
	Total Assets Held
Fund/Class	by the Shareholder
RIDGEWORTH MID-CAP VALUE EQUITY FUND — CLASS C
MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484		12.43	%
RIDGEWORTH MID-CAP VALUE EQUITY FUND — CLASS I
CHARLES SCHWAB AND CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151		7.67	%
RIDGEWORTH MID-CAP VALUE EQUITY FUND — CLASS I
SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		10.77	%
RIDGEWORTH MID-CAP VALUE EQUITY FUND — CLASS I
SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		9.89	%
RIDGEWORTH MID-CAP VALUE EQUITY FUND — CLASS I
NFS LLC FEBO FIIOC AS AGENT FOR QUALIFIED EMPLOYEE BENEFIT PLANS 401K FINOPS-IC FUNDS 100 MAGELLAN WAY KW1C COVINGTON KY 41015-1987		8.70	%

96

	Percent of the Class
	Total Assets Held
Fund/Class	by the Shareholder
RIDGEWORTH MODERATE ALLOCATION STRATEGY — CLASS A
ORCHARD TRUST CO TTEE EMPLOYEE BENEFITS CLIENTS 401K 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002		11.70	%
RIDGEWORTH MODERATE ALLOCATION STRATEGY — CLASS I
ORCHARD TRUST CO TTEE EMPLOYEE BENEFITS CLIENTS 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002		7.05	%
RIDGEWORTH MODERATE ALLOCATION STRATEGY — CLASS I
SUNTRUST BANK AND VARIOUS BENEFIT P C/O FASCORE RECORDKEEPER 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002		86.04	%
RIDGEWORTH NORTH CAROLINA TAX-EXEMPT BOND FUND — CLASS A
NFS LLC FEBO MARY WHITFIELD CANADA 1312 LANCASTER STREET DURHAM NC 27701-1132		5.34	%
RIDGEWORTH NORTH CAROLINA TAX-EXEMPT BOND FUND — CLASS A
MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484		5.96	%
RIDGEWORTH NORTH CAROLINA TAX-EXEMPT BOND FUND — CLASS A
NFS LLC FEBO DEANN D JUDGE 3813 CHURCHILL CIRCLE DURHAM NC 27707-5002		11.12	%

97

	Percent of the Class
	Total Assets Held
Fund/Class	by the Shareholder
RIDGEWORTH NORTH CAROLINA TAX-EXEMPT BOND FUND — CLASS A
NFS LLC FEBO TONY L GLOVER 2726 WAXHAW MARVIN RD WAXHAW NC 28173-7529		17.72	%
RIDGEWORTH NORTH CAROLINA TAX-EXEMPT BOND FUND — CLASS A
NFS LLC FEBO DOROTHY DELLINGER MARLOW 400 WESLEY DRIVE APT 160 ASHEVILLE NC 28803-2024		25.78	%
RIDGEWORTH NORTH CAROLINA TAX-EXEMPT BOND FUND — CLASS A
NFS LLC FEBO STEPHEN J HAMPSHIRE KATHY K HAMPSHIRE 101 BURNWOOD CT CHAPEL HILL NC 27514-9514		7.49	%
RIDGEWORTH NORTH CAROLINA TAX-EXEMPT BOND FUND — CLASS A
NFS LLC FEBO REBECCA GANTT ROEDIGER TOD ON FILE 682 RIVERBEND DRIVE ADVANCE NC 27006-8526		14.67	%
RIDGEWORTH NORTH CAROLINA TAX-EXEMPT BOND FUND — CLASS A
NFS LLC FEBO ANTHONY J GIULIANO TOD LINDA M FORSYTH 210 WHISPERING CREEK LANE ZIRCONIA NC 28790-5706		8.09	%
RIDGEWORTH NORTH CAROLINA TAX-EXEMPT BOND FUND — CLASS I
SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		57.18	%

98

	Percent of the Class
	Total Assets Held
Fund/Class	by the Shareholder
RIDGEWORTH NORTH CAROLINA TAX-EXEMPT BOND FUND — CLASS I
SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		37.45	%
SEIX FLOATING RATE HIGH INCOME FUND — CLASS A
UBS FINANCIAL SERVICES INC. FBO STEVEN GROSSMAN 133 RIVER RD COS COB CT 06807-2539		6.32	%
SEIX FLOATING RATE HIGH INCOME FUND — CLASS C
MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484		14.17	%
SEIX FLOATING RATE HIGH INCOME FUND — CLASS I
CHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151		14.87	%
SEIX FLOATING RATE HIGH INCOME FUND — CLASS I
SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		7.66	%
RIDGEWORTH SEIX HIGH YIELD FUND — CLASS A
NFS LLC FEBO ROBINS FAMILY LTD PARTNERSHIP A PARTNERSHIP HUBEL ROBINS JR 2800 N PARHAM RD RICHMOND VA 23294-4409		11.39	%

99

	Percent of the Class
	Total Assets Held
Fund/Class	by the Shareholder
RIDGEWORTH SEIX HIGH YIELD FUND — CLASS A
UBS FINANCIAL SERVICES INC FBO EDWARDS INVESTMENTS LLC 609 S FRANKLIN STREET WHITEVILLE NC 28472-4115		5.43	%
RIDGEWORTH SEIX HIGH YIELD FUND — CLASS A
ATTN TERRY WHITWORTH UBS FINANCIAL SERVICES INC FBO SAMTEC INC P O BOX 1147 NEW ALBANY IN 47151-1147		5.84	%
RIDGEWORTH SEIX HIGH YIELD FUND — CLASS A
UBS FINANCIAL SERVICES INC. FBO NATIONAL FOUNDATION FOR ADVANCEMENT IN THE ARTS — EDUCATION FIXED INCOME 777 BRICKELL AVE STE 370 MIAMI FL 33131-2812		10.74	%
RIDGEWORTH SEIX HIGH YIELD FUND — CLASS A
MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484		14.37	%
RIDGEWORTH SEIX HIGH YIELD FUND — CLASS I
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151		6.97	%
RIDGEWORTH SEIX HIGH YIELD FUND — CLASS R
NFS LLC FEBO NFS/FMTC IRA FBO GERALD M STAPLETON 6020 WINTERTHUR RDG NW ATLANTA GA 30328-4629		5.80	%

100

	Percent of the Class
	Total Assets Held
Fund/Class	by the Shareholder
RIDGEWORTH SEIX HIGH YIELD FUND — CLASS R NFS LLC FEBO JOEL ROSENSTOCK M BLAKE CALDWELL- COLLATERAL 4 MARSH ISLAND LANE SAVANNAH GA 31411-3202		7.03	%
RIDGEWORTH SEIX HIGH YIELD FUND — CLASS R UBS FINANCIAL SERVICES INC. FBO BRIAN PATRICK KARIGER REVOCABLE TRUST BRIAN PATRICK KARIGER TTEE 35 VIA DEL CIELO RANCHO PLS VRDS CA 90275-2511		6.41	%
RIDGEWORTH SEIX HIGH YIELD FUND — CLASS R NFS LLC FEBO JULIA H MERKLE TTEE JULIA H MERKLE REVOCABLE TRUST U A 3 22 10 1017 NORTHCLIFFE DR NW ATLANTA GA 30318-1641		6.92	%
RIDGEWORTH SELECT LARGE CAP GROWTH STOCK FUND — CLASS A MSSB FBO F ISABEL LUPHER TTEE U A WITH F ISABEL LUPHER TR DTD 7 26 1989 10 ORLANDO DR CHATTANOOGA TN 37415-2418		23.55	%
RIDGEWORTH SELECT LARGE CAP GROWTH STOCK FUND — CLASS A CHARLES SCHWAB CO INC HATTIESBURG MS 39402 ATTN MUTUAL FUND OPERATIONS 333 4 101 MONTGOMERY STREET SAN FRANCISCO CA 94104-4151		62.78	%

101

	Percent of the Class
	Total Assets Held
Fund/Class	by the Shareholder
RIDGEWORTH SELECT LARGE CAP GROWTH STOCK FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		39.30	%
RIDGEWORTH SELECT LARGE CAP GROWTH STOCK FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		14.19	%
RIDGEWORTH SELECT LARGE CAP GROWTH STOCK FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		8.77	%
RIDGEWORTH SELECT LARGE CAP GROWTH STOCK FUND — CLASS I STATE STREET BANK & TRUST FBO RIDGEWORTH MODERATE ALLOCATION STRATEGY 2 AVE DE LAFAYETTE LCC5W BOSTON MA 02111		12.58	%
RIDGEWORTH SELECT LARGE CAP GROWTH STOCK FUND — CLASS I STATE STREET BANK & TRUST FBO RIDGEWORTH GROWTH ALLOCATION STRATEGY 2 AVE DE LAFAYETTE LCC5W BOSTON MA 02111		7.92	%
RIDGEWORTH SELECT LARGE CAP GROWTH STOCK FUND — CLASS I SUNTRUST BANK AND VARIOUS BENEFIT P C/O FASCORE RECORDKEEPER 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002		6.15	%

102

	Percent of the Class
	Total Assets Held
Fund/Class	by the Shareholder
RIDGEWORTH SHORT-TERM BOND FUND — CLASS A NATIONWIDE TRUST COMPANY FSB C/O IPO PORTFOLIO ACCOUNTING PO BOX 182029 COLUMBUS OH 43218-2029		29.79	%
RIDGEWORTH SHORT-TERM BOND FUND — CLASS I TRUSTMAN SUNTRUST BANKS MUTUAL FUND RECONCILIATION UNIT MAIL CENTER 3144 P O BOX 105870 ATLANTA GA 30348-5870		12.81	%
RIDGEWORTH SHORT-TERM BOND FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		50.76	%
RIDGEWORTH SHORT-TERM BOND FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		8.11	%
RIDGEWORTH SHORT-TERM BOND FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		16.49	%
RIDGEWORTH SHORT-TERM U.S. TREASURY SECURITIES FUND — CLASS A NATIONWIDE TRUST COMPANY FSB C/O IPO PORTFOLIO ACCOUNTING PO BOX 182029 COLUMBUS OH 43218-2029		15.34	%

103

	Percent of the Class
	Total Assets Held
Fund/Class	by the Shareholder
RIDGEWORTH SHORT-TERM U.S. TREASURY SECURITIES FUND — CLASS A MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOME 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484		21.41	%
RIDGEWORTH SHORT-TERM U.S. TREASURY SECURITIES FUND — CLASS A PERSHING LLC P O BOX 2052 JERSEY CITY NJ 07303-2052		5.49	%
RIDGEWORTH SHORT-TERM U.S. TREASURY SECURITIES FUND — CLASS A PERSHING LLC P O BOX 2052 JERSEY CITY NJ 07303-2052		6.86	%
RIDGEWORTH SHORT-TERM U.S. TREASURY SECURITIES FUND — CLASS A NFS LLC FEBO MARGARET S RITTENHOUSE C A RITTENHOUSE TTEE MARGARET RITTENHOUSE LIVING TR U/A 5/22/02 1918 CHESTERFIELD RIDGE CIR CHESTERFIELD MO 63017-7290		10.55	%
RIDGEWORTH SHORT-TERM U.S. TREASURY SECURITIES FUND — CLASS A NFS LLC FEBO CLARENCE A RITTENHOUSE MARGARET RITTENHOUSE TTEE CLARENCE A RITTENHOUSE LIVING TR U/A 5/22/02 1918 CHESTERFIELD RIDGE CIR CHESTERFIELD MO 63017-7290		10.55	%
RIDGEWORTH SHORT-TERM U.S. TREASURY SECURITIES FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		20.03	%

104

	Percent of the Class
	Total Assets Held
Fund/Class	by the Shareholder
RIDGEWORTH SHORT-TERM U.S. TREASURY SECURITIES FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O COMPASS BANK ID 592 ATTN MUTUAL FUND ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		47.64	%
RIDGEWORTH SHORT-TERM U.S. TREASURY SECURITIES FUND — CLASS I SUNTRUST BANK AND VARIOUS BENEFIT P C/O FASCORE RECORDKEEPER 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002		22.47	%
RIDGEWORTH SMALL CAP GROWTH STOCK FUND — CLASS A NATIONWIDE TRUST COMPANY FSB C/O IPO PORTFOLIO ACCOUNTING PO BOX 182029 COLUMBUS OH 43218-2029		14.28	%
RIDGEWORTH SMALL CAP GROWTH STOCK FUND — CLASS C STERLING H KENAN TRUST DTD 04132006 STERLING H KENAN TRUSTEE 1400 NORTH LAKE WAY PALM BEACH FL 33480-3031		9.11	%
RIDGEWORTH SMALL CAP GROWTH STOCK FUND — CLASS I GREAT WEST LIFE & ANNUITY COMPANY C/O FASCORP RECORDKEEPER 8515 E ORCHARD RD 2T2 GREENWOOD VLG CO 80111-5002		22.69	%
RIDGEWORTH SMALL CAP GROWTH STOCK FUND — CLASS I TRUSTMAN SUNTRUST BANKS MUTUAL FUND RECONCILIATION UNIT MAIL CENTER 3144 P O BOX 105870 ATLANTA GA 30348-5870		24.25	%

105

	Percent of the Class
	Total Assets Held
Fund/Class	by the Shareholder
RIDGEWORTH SMALL CAP GROWTH STOCK FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		19.61	%
RIDGEWORTH SMALL CAP GROWTH STOCK FUND — CLASS I GREAT WEST LIFE & ANNUITY FUTURE FUNDS II 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002		6.72	%
RIDGEWORTH SMALL CAP VALUE EQUITY FUND — CLASS A HARTFORD LIFE INSURANCE CO SEPARATE ACCOUNT PO BOX 2999 HARTFORD CT 06104-2999		48.39	%
RIDGEWORTH SMALL CAP VALUE EQUITY FUND — CLASS C MERRILL LYNCH PIERCE FENNER & SMITH FOR THE SOLE BENEFIT OF ITS CUSTOMERS 4800 DEER LAKE DRIVE EAST JACKSONVILLE FL 32246-6484		5.59	%
RIDGEWORTH SMALL CAP VALUE EQUITY FUND — CLASS I CHARLES SCHWAB AND CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151		34.15	%
RIDGEWORTH SMALL CAP VALUE EQUITY FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		11.43	%

106

	Percent of the Class
	Total Assets Held
Fund/Class	by the Shareholder
RIDGEWORTH SMALL CAP VALUE EQUITY FUND — CLASS I STATE STREET BANK 10/01/02 STATE OF MICHIGAN 401K 105 ROSEMONT AVE WESTWOOD MA 02090-2318		5.41	%
RIDGEWORTH SMALL CAP VALUE EQUITY FUND — CLASS I SUNTRUST BANK AND VARIOUS BENEFIT P C/O FASCORE RECORDKEEPER 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002		10.05	%
RIDGEWORTH TOTAL RETURN BOND FUND — CLASS A HARTFORD LIFE INSURANCE CO SEPARATE ACCOUNT PO BOX 2999 HARTFORD CT 06104-2999		15.51	%
RIDGEWORTH TOTAL RETURN BOND FUND — CLASS A TAYNIK & CO C/O STATE STREET BANK & TRUST 1200 CROWN COLONY DRIVE QUINCY MA 02169-0938		14.15	%
RIDGEWORTH TOTAL RETURN BOND FUND — CLASS A COUNSEL TRUST DBA MATC FBO FEINTOOL PSP SAVINGS PLAN 1251 WATERFRONT PLACE SUITE 525 PITTSBURGH PA 15222-4228		5.23	%
RIDGEWORTH TOTAL RETURN BOND FUND — CLASS A DCGT AS TTEE AND OR CUST FBO PRINCIPAL FINANCIAL GROUP QUALIFIED FIA OMNIBUS ATTN NPIO TRADE DESK 711 HIGH STREET DES MOINES IA 50392-0001		31.13	%

107

	Percent of the Class
	Total Assets Held
Fund/Class	by the Shareholder
RIDGEWORTH TOTAL RETURN BOND FUND — CLASS I CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151		12.49	%
RIDGEWORTH TOTAL RETURN BOND FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		18.03	%
RIDGEWORTH TOTAL RETURN BOND FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		17.73	%
RIDGEWORTH TOTAL RETURN BOND FUND — CLASS R HARTFORD LIFE INSURANCE CO SEPARATE ACCOUNT PO BOX 2999 HARTFORD CT 06104-2999		61.00	%
RIDGEWORTH TOTAL RETURN BOND FUND — CLASS R ING LIFE INSURANCE AND ANNUITY COMPANY ONE ORANGE WAY WINDSOR CT 06095-4773		22.30	%
RIDGEWORTH U.S. GOVERNMENT SECURITIES FUND — CLASS A NEW YORK LIFE TRUST COMPANY TRST WILLIAM PERRET 169 LACKAWANNA AVE 2ND FLOOR PARSIPPANY NJ 07054-1007		7.18	%

108

	Percent of the Class
	Total Assets Held
Fund/Class	by the Shareholder
RIDGEWORTH U.S. GOVERNMENT SECURITIES FUND — CLASS A NFS LLC FEBO NFS FMTC ROLLOVER IRA FBO WALTER FRANK MASTERS 405 TROY DR DAYTON TN 37321-4228		7.80	%
RIDGEWORTH U.S. GOVERNMENT SECURITIES FUND — CLASS C NFS LLC FEBO KRISTINE S RUSSELL TTEE MELINDA ERIN RUSSELL IRRV TRUST U A 12 31 92 3871 BOCA POINTE DR SARASOTA FL 34238-5569		5.11	%
RIDGEWORTH U.S. GOVERNMENT SECURITIES FUND — CLASS C NFS LLC FEBO HARRY M DOUKAS MARY ANNA DOUKAS 701 KING FARM BLVD ROCKVILLE MD 20850-6165		5.35	%
RIDGEWORTH U.S. GOVERNMENT SECURITIES FUND — CLASS C NFS LLC FEBO WILLIAM H WAID TTEE WILLIAM H WAID REVOCABLE TRUST U/A 7/10/02 1270 NW 175TH ST MIAMI FL 33169-4657		5.58	%
RIDGEWORTH U.S. GOVERNMENT SECURITIES FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		14.64	%

109

	Percent of the Class
	Total Assets Held
Fund/Class	by the Shareholder
RIDGEWORTH U.S. GOVERNMENT SECURITIES FUND — CLASS I SUNTRUST BANK AND VARIOUS BENEFIT P C/O FASCORE RECORDKEEPER 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002		68.34	%
RIDGEWORTH U.S. GOVERNMENT SECURITIES ULTRA-SHORT BOND FUND — CLASS I CHARLES SCHWAB AND CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151		60.55	%
RIDGEWORTH U.S. GOVERNMENT SECURITIES ULTRA-SHORT BOND FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		7.27	%
RIDGEWORTH ULTRA-SHORT BOND FUND — CLASS I PERSHING LLC P. O. BOX 2052 JERSEY CITY NJ 07303-2052		9.88	%
RIDGEWORTH ULTRA-SHORT BOND FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		14.27	%
RIDGEWORTH ULTRA-SHORT BOND FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		25.27	%

110

	Percent of the Class
	Total Assets Held
Fund/Class	by the Shareholder
RIDGEWORTH ULTRA-SHORT BOND FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		6.66	%
RIDGEWORTH ULTRA-SHORT BOND FUND — CLASS I SAXON CO P O BOX 7780-1888 PHILADELPHIA, PA 19182-0001		9.60	%
RIDGEWORTH VIRGINIA INTERMEDIATE MUNICIPAL BOND FUND — CLASS A NFS LLC FEBO DONNA M DEAN 1160 RIVER BEND ROAD RICHMOND VA 23231-8047		5.13	%
RIDGEWORTH VIRGINIA INTERMEDIATE MUNICIPAL BOND FUND — CLASS A NFS LLC FEBO WALTER H EMROCH AND KAREN S EMROCH TEN BY THE ENT WROS 402 OLD LOCKE LANE RICHMOND VA 23226-1716		7.71	%
RIDGEWORTH VIRGINIA INTERMEDIATE MUNICIPAL BOND FUND — CLASS A NFS LLC FEBO ROBERT J FISCELLA TTEE ROBERT J FISCELLA REV TRUST U A 9 1 92 2013 CUNNINGHAM DR SUITE 301 HAMPTON VA 23666-3306		7.51	%
RIDGEWORTH VIRGINIA INTERMEDIATE MUNICIPAL BOND FUND — CLASS A NFS LLC FEBO FRANK E LAUGHON JR TTEE SECOND AMD RES TRT U A 2 5 09 FRANK E LAUGHON 4400 S ASHLAWN DR RICHMOND VA 23221-2534		5.60	%

111

	Percent of the Class
	Total Assets Held
Fund/Class	by the Shareholder
RIDGEWORTH VIRGINIA INTERMEDIATE MUNICIPAL BOND FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		52.38	%
RIDGEWORTH VIRGINIA INTERMEDIATE MUNICIPAL BOND FUND — CLASS I SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		40.49	%

As of June 30, 2011, the following entities held of record more than 25% of the outstanding shares of a Fund. Persons holding more than 25% of the outstanding share of a Fund may be deemed to have “control” (as that term is defined in the Investment Company Act) of the applicable Fund and may be able to affect or determine the outcome of matters presented for a vote of the shareholders of the applicable Fund.

RIDGEWORTH AGGRESSIVE GROWTH ALLOCATION STRATEGY SUNTRUST BANK AND VARIOUS BENEFIT P C/O FASCORE RECORDKEEPER 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002	58.91	%
RIDGEWORTH AGGRESSIVE GROWTH STOCK FUND TRUSTMAN SUNTRUST BANKS MUTUAL FUND RECONCILIATION UNIT MAIL CENTER 3144 P O BOX 105870 ATLANTA GA 30348-5870	49.35	%

112

	Percentage of
Fund	Ownership
RIDGEWORTH EMERGING GROWTH STOCK FUND SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		39.86	%
RIDGEWORTH GEORGIA TAX-EXEMPT BOND FUND SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		78.92	%
RIDGEWORTH GROWTH ALLOCATION STRATEGY SUNTRUST BANK AND VARIOUS BENEFIT P C/O FASCORE RECORDKEEPER 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002		74.27	%
RIDGEWORTH HIGH GRADE MUNICIPAL BOND FUND SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		48.57	%

113

	Percentage of
Fund	Ownership
RIDGEWORTH HIGH INCOME FUND CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151		43.73	%
RIDGEWORTH INTERMEDIATE BOND FUND SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		37.95	%
RIDGEWORTH INTERNATIONAL EQUITY FUND SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		81.14	%
RIDGEWORTH INTERNATIONAL EQUITY INDEX FUND SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		48.58	%
RIDGEWORTH INVESTMENT GRADE BOND FUND SUNTRUST BANK AND VARIOUS BENEFIT P C/O FASCORE RECORDKEEPER 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002		31.71	%
RIDGEWORTH INVESTMENT GRADE BOND FUND TRUSTMAN SUNTRUST BANKS MUTUAL FUND RECONCILIATION UNIT MAIL CENTER 3144 P O BOX 105870 ATLANTA GA 30348-5870		33.37	%

114

	Percentage of
Fund	Ownership
RIDGEWORTH INVESTMENT GRADE TAX-EXEMPT BOND FUND SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		25.11	%
RIDGEWORTH LARGE CAP CORE GROWTH STOCK FUND SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		26.59	%
RIDGEWORTH LARGE CAP GROWTH STOCK FUND SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		30.16	%
RIDGEWORTH LARGE CAP GROWTH STOCK FUND TRUSTMAN SUNTRUST BANKS MUTUAL FUND RECONCILIATION UNIT MAIL CENTER 3144 P O BOX 105870 ATLANTA GA 30348-5870		26.43	%
RIDGEWORTH LARGE CAP QUANTITATIVE EQUITY FUND STATE STREET BANK & TRUST FBO RIDGEWORTH GROWTH ALLOCATION STRATEGY 2 AVE DE LAFAYETTE LCC5W BOSTON MA 02111		25.11	%
RIDGEWORTH LARGE CAP QUANTITATIVE EQUITY FUND STATE STREET BANK & TRUST FBO RIDGEWORTH MODERATE ALLOCATION STRATEGY 2 AVE DE LAFAYETTE LCC5W BOSTON MA 02111		40.24	%

115

	Percentage of
Fund	Ownership
RIDGEWORTH LARGE CAP VALUE EQUITY FUND SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		29.40	%
RIDGEWORTH LIMITED DURATION FUND SEIX ADVISORS AS MANAGER FOR INTERNATIONAL FELLOWSHIP FOUNDATION C/O ELLEN WESH-SEIX ADVISORS 10 MOUNTAINVIEW RD STE C200 UPPER SADDLE RIVER NJ 07458-1937		48.51	%
RIDGEWORTH LIMITED DURATION FUND SEIX ADVISORS AS MANAGER FOR OHIO TUITION TRUST AUTHORITY 10 MOUNTAINVIEW RD STE C200 SADDLE RIVER NJ 07458-1937		30.15	%
RIDGEWORTH LIMITED-TERM FEDERAL MORTGAGE SECURITIES FUND SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		27.76	%
RIDGEWORTH MARYLAND MUNICIPAL BOND FUND SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		69.01	%
RIDGEWORTH MODERATE ALLOCATION STRATEGY SUNTRUST BANK AND VARIOUS BENEFIT P C/O FASCORE RECORDKEEPER 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002		69.65	%

116

	Percentage of
Fund	Ownership
RIDGEWORTH NORTH CAROLINA TAX-EXEMPT BOND FUND SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		36.92	%
RIDGEWORTH NORTH CAROLINA TAX-EXEMPT BOND FUND SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		56.38	%
RIDGEWORTH SELECT LARGE CAP GROWTH STOCK FUND SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		30.55	%
RIDGEWORTH SHORT-TERM BOND FUND SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		49.95	%
RIDGEWORTH SMALL CAP VALUE EQUITY FUND CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151		29.76	%
RIDGEWORTH SHORT-TERM U.S. TREASURY SECURITIES FUND SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		28.35	%

117

	Percentage of
Fund	Ownership
RIDGEWORTH U.S. GOVERNMENT SECURITIES FUND SUNTRUST BANK AND VARIOUS BENEFIT P C/O FASCORE RECORDKEEPER 8515 E ORCHARD RD 2T2 GREENWOOD VILLAGE CO 80111-5002		62.35	%
RIDGEWORTH U.S. GOVERNMENT SECURITIES ULTRA-SHORT BOND FUND CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151		60.55	%
RIDGEWORTH ULTRA-SHORT BOND FUND SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		25.27	%
RIDGEWORTH VIRGINIA INTERMEDIATE MUNICIPAL BOND FUND SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		37.54	%
RIDGEWORTH VIRGINIA INTERMEDIATE MUNICIPAL BOND FUND SEI PRIVATE TRUST COMPANY C/O SUNTRUST BANK ATTN MUTUAL FUNDS ADMINISTRATOR ONE FREEDOM VALLEY DRIVE OAKS PA 19456-9989		48.56	%

118

APPENDIX A

INVESTMENT RATINGS

A rating is generally assigned to a fixed-income security at the time of issuance by a credit rating agency designated as a nationally recognized statistical rating organization (“NRSRO”) by the SEC. While NRSROs may from time to time revise such ratings, they undertake no obligation to do so, and the ratings given to securities at issuance do not necessarily represent ratings which would be given to these securities on a particular subsequent date.

Fixed-income securities which are unrated expose the investor to risks with respect to capacity to pay interest or repay principal which are similar to the risks of lower-rated speculative bonds. Evaluation of these securities is dependent on the investment adviser’s judgment, analysis and experience in the evaluation of such securities. Investors should note that the assignment of a rating to a security by an NRSRO may not reflect the effect of recent developments on the issuer’s ability to make interest and principal payments or on the likelihood of default.

The descriptions below relate to general long-term and short-term obligations of an issuer.

Standard & Poor’s (“S&P”)

Short-Term Municipal Obligations

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.

SP-3: Speculative capacity to pay principal and interest.

Variable Rate Demand Notes and Tender Option Bonds

S&P assigns “dual” ratings to all debt issues that have a put option or demand feature as part of their structure. 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 rating symbols are used for bonds to denote the long-term maturity and the short-term rating symbols for the put option (for example, ‘AAA/A-1+’). With U.S. municipal short-term demand debt, note rating symbols are used with the short-term issue credit rating symbols (for example, ‘SP-1+/A-1+’).

Short-Term Obligations

A-1: A short-term obligation rated ‘A-1’ is rated in the highest category by S&P. 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.

A-3: A short-term obligation rated ‘A-3’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

B: A short-term obligation rated ‘B’ is regarded as having significant speculative characteristics. Ratings of ‘B-1’, ‘B-2’, and ‘B-3’ may be assigned to indicate finer distinctions within the ‘B’ category. The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.

B-1: A short-term obligation rated ‘B-1’ is regarded as having significant speculative characteristics, but the obligor has a relatively stronger capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.

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B-2: A short-term obligation rated ‘B-2’ is regarded as having significant speculative characteristics, and the obligor has an average speculative-grade capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.

B-3: A short-term obligation rated ‘B-3’ is regarded as having significant speculative characteristics, and the obligor has a relatively weaker capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.

C: A short-term obligation rated ‘C’ is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.

D: A short-term obligation rated ‘D’ is in payment default. The ‘D’ rating category is used when payments on an obligation, including a regulatory capital instrument, are not made on the date due even if the applicable grace period has not expired, unless S& P 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 an obligation are jeopardized.

SPUR (Underlying Rating): This is a rating of a stand-alone capacity of an issue to pay debt service on a credit-enhanced debt issue, without giving effect to the enhancement that applies to it. These ratings are published only at the request of the debt issuer/obligor with the designation SPUR to distinguish them from the credit-enhanced rating that applies to the debt issue. S&P maintains surveillance of an issue with a published SPUR.

Long-Term Obligations

AAA: An obligation rated ‘AAA’ has the highest rating assigned by S&P. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong.

AA: An obligation rated ‘AA’ differs from the highest-rated obligations only to a small degree. The obligor’s capacity to meet its financial commitment on the obligation is very strong.

A: An obligation rated ‘A’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitment on the obligation is still strong.

BBB: An obligation rated ‘BBB’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

BB, B, CCC, CC, and C: Obligations rated ‘BB’, ‘B’, ‘CCC’, ‘CC’, and ‘C’ are regarded as having significant speculative characteristics. ‘BB’ indicates the least degree of speculation and ‘C’ the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.

BB: An obligation rated ‘BB’ is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.

B: An obligation rated ‘B’ is more vulnerable to nonpayment than obligations rated ‘BB’, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitment on the obligation.

CCC: An obligation rated ‘CCC’ is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.

CC: An obligation rated ‘CC’ is currently highly vulnerable to nonpayment.

C: A ‘C’ rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment arrearages allowed by the terms of the documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a payment default. Among others, the ‘C’ rating may be assigned to subordinated debt, preferred stock or other obligations on which cash payments have been suspended in accordance with the instrument’s terms or when preferred stock is the subject of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.

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D: An obligation rated ‘D’ is in payment default. The ‘D’ rating category is used when payments on an obligation, including a regulatory capital instrument, are not made on the date due even if the applicable grace period has not expired, unless S&P 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 similar action if payments on an obligation are jeopardized. An obligation’s rating is lowered to ‘D’ upon completion of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.

Plus (+) or minus (–): The ratings from ‘AA’ to ‘CCC’ may be modified by the addition of a plus (+) or minus (–) sign to show relative standing within the major rating categories.

NR: This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that S&P does not rate a particular obligation as a matter of policy.

Moody’s Investors Service, Inc.

U.S. Municipal Short-Term Debt and Demand Obligations

There are three rating categories for short-term municipal obligations that are considered investment grade. These ratings are designated as Municipal Investment Grade (MIG) and are divided into three levels — MIG 1 through MIG 3. In addition, those short-term obligations that are of speculative quality are designated SG, or speculative grade. MIG ratings expire at the maturity of the obligation.

MIG 1: Denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.

MIG 2: Denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.

MIG 3: Denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.

SG: Denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.

Variable Rate Demand Obligations (VRDOs)

In the case of VRDOs, a two-component rating is assigned; a long or short-term debt rating and a demand obligation rating. The first element represents Moody’s evaluation of the degree of risk associated with scheduled principal and interest payments. The second element represents Moody’s evaluation of the degree of risk associated with the ability to receive purchase price upon demand (“demand feature”), using a variation of the MIG rating scale, the Variable Municipal Investment Grade or VMIG rating.

When either the long- or short-term aspect of a VRDO is not rated, that piece is designated NR, e.g., Aaa/NR or NR/VMIG 1.

VMIG rating expirations are a function of each issue’s specific structural or credit features.

VMIG 1: Denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

VMIG 2: Denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

VMIG 3: Denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.

SG: Denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand.

Variable Rate Demand Notes and Tender Option Bonds

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

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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.

Commercial Paper (CP)

P-1: Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.

P-2: Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.

P-3: Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.

NP: Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.

Long-Term Obligations

Moody’s long-term obligation ratings are opinions of the relative credit risk of financial obligations with an original maturity of one year or more. They address the possibility that a financial obligation will not be honored as promised. Such ratings use Moody’s Global Scale and reflect both the likelihood of default and any financial loss suffered in the event of default.

Aaa: Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk.

Aa: Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.

A: Obligations rated A are considered upper-medium grade and are subject to low credit risk.

Baa: Obligations rated Baa are subject to moderate credit risk. They are considered medium grade and as such may possess certain speculative characteristics.

Ba: Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk.

B: Obligations rated B are considered speculative and are subject to high credit risk.

Caa: Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk.

Ca: Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.

C: Obligations rated C are the lowest rated class and are typically in default, with little prospect for recovery of principal or interest.

Note: Moody’s appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.

Fitch Ratings

Short-Term Debt Obligations

F1: Highest short-term credit quality — Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature.

F2: Good short-term credit quality — Good intrinsic capacity for timely payment of financial commitments.

F3: Fair short-term credit quality — The intrinsic capacity for timely payment of financial commitments is adequate.

B: Speculative short-term credit quality — Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.

C: High short-term default risk — Default is a real possibility.

A-4

RD: Restricted default — Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Applicable to entity ratings only.

D: Default — Indicates a broad-based default event for an entity, or the default of a short-term obligation.

Long-Term Debt Obligations

AAA: Highest credit quality — ‘AAA’ ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.

AA: Very high credit quality — ‘AA’ ratings denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.

A: High credit quality — ‘A’ ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.

BBB: Good credit quality — ‘BBB’ ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity.

BB: Speculative — ‘BB’ ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists which supports the servicing of financial commitments.

B: Highly speculative — ‘B’ ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment.

CCC: Substantial credit risk — Default is a real possibility.

CC: Very high levels of credit risk — Default of some kind appears probable.

C: Exceptionally high levels of credit risk — Default is imminent or inevitable, or the issuer is in standstill. Conditions that are indicative of a ‘C’ category rating for an issuer include:

a.	the issuer has entered into a grace or cure period following non-payment of a material financial obligation;
b.	the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation; or
c.	Fitch Ratings otherwise believes a condition of ‘RD’ or ‘D’ to be imminent or inevitable, including through the formal announcement of a coercive debt exchange.

RD: Restricted default — ‘RD’ ratings indicate an issuer that in Fitch Ratings’ opinion has experienced an uncured payment default on a bond, loan or other material financial obligation but which has not entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, and which has not otherwise ceased business. This would include:

a.	the selective payment default on a specific class or currency of debt;
b.	the uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation;
c.	the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; or
d.	execution of a coercive debt exchange on one or more material financial obligations.

D: Default — ‘D’ ratings indicate an issuer that in Fitch Ratings’ opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, or which has otherwise ceased business.

Default ratings are not assigned prospectively to entities or their obligations; within this context, non-payment on an instrument that contains a deferral feature or grace period will generally not be considered a default until after the expiration of the deferral or grace period, unless a default is otherwise driven by bankruptcy or other similar circumstance, or by a coercive debt exchange.

A-5

“Imminent” default typically refers to the occasion where a payment default has been intimated by the issuer, and is all but inevitable. This may, for example, be where an issuer has missed a scheduled payment, but (as is typical) has a grace period during which it may cure the payment default. Another alternative would be where an issuer has formally announced a coercive debt exchange, but the date of the exchange still lies several days or weeks in the immediate future.

In all cases, the assignment of a default rating reflects the agency’s opinion as to the most appropriate rating category consistent with the rest of its universe of ratings, and may differ from the definition of default under the terms of an issuer’s financial obligations or local commercial practice.

Note:

The modifiers “+” or “–” may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the ‘AAA’ Long-Term IDR category, or to Long-Term IDR categories below ‘B’.

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APPENDIX B

(RIDGEWORTH LOGO)

RIDGEWORTH CAPITAL MANAGEMENT, INC. PROXY DISCLOSURE TO THE RIDGEWORTH FUNDS
SHAREHOLDERS

Dear Shareholders:

Securities and Exchange Commission rules under the Investment Advisers Act of 1940 and the Investment Company Act of 1940 address an investment adviser’s fiduciary obligation to its clients when the adviser has authority to vote their proxies. Under our current contractual agreement, RidgeWorth Capital Management, Inc. (“RidgeWorth”), is authorized to vote proxies on behalf of the RidgeWorth Funds.

The rules require an investment company to adopt policies and procedures reasonably designed to ensure that the fund: 1) votes proxies in the best interests of clients; 2) discloses information about those policies and procedures and how to obtain copies; 3) discloses how clients may obtain information about proxy votes cast; and 4) maintains appropriate records relating to actual proxy voting.

The RidgeWorth Funds’ board has delegated voting authority to RidgeWorth and accordingly has adopted RidgeWorth’s proxy voting policies.

RidgeWorth’s existing Proxy Voting Committee (“Committee”) is structured to seek to ensure compliance with all of the requirements. After an extensive review, the Committee determined that the use of a professional proxy voting administration servicing agency would be the most efficient and effective course of action to accommodate certain portions of the regulations. The Committee conducted comprehensive due diligence of the most established and capable proxy voting servicing agencies in the industry and chose to hire Glass Lewis & Co. as RidgeWorth’s agent to assist us with meeting the administrative, clerical, functional, and recordkeeping aspects of our fiduciary obligations.

Several of the determining factors in choosing Glass Lewis & Co. as an agent to provide such services included its excellent research tools and advanced, state of the art technical capabilities and large scale system support required to accommodate an advisor of our size.

The Committee recognizes that each proxy vote must be evaluated on its own merits. Factors such as a company’s organizational structure, executive and operational management, structure of the board of directors, corporate culture and governance process, and the impact of economic, environmental and social implications remain key elements in all voting decisions. Management believes that it is in the best interest of shareholders to abstain from voting shares of securities in countries that participate in share blocking.

To address material conflicts of interest, as defined by SEC regulations, involving RidgeWorth relationships, the 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 the most beneficial and objective proxy voting possible.

Material conflicts might occur, for example, (1) in the case of securities of a company where a director or officer may serve as an independent director on RidgeWorth’s, SunTrust Banks, Inc. (“SunTrust”) or a related SunTrust affiliate’s board of directors or (2) where an issuer has substantial banking or other financial relationships with RidgeWorth and/or SunTrust, or a SunTrust affiliate.

If the Committee engages an independent fiduciary voting service to perform the voting analysis, Glass Lewis & Co., as our agent for administrative, clerical and recordkeeping proxy services, will then vote the shares according to the directions of the independent fiduciary. RidgeWorth will have no power to participate in, alter or change the decision or final vote for any proxy matters entrusted to the properly appointed independent fiduciary.

Please be assured that although RidgeWorth has engaged Glass Lewis & Co. to assist with physical proxy voting matters, we retain the primary obligation of proxy voting and will review all issues and actively monitor all information prior to determining each vote placed on behalf of shareholders. RidgeWorth will continue to utilize available resources in order to make well-informed, qualified proxy vote decisions.

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Further information, such as copies of RidgeWorth’s Proxy Policies and Procedures and voting records of the RidgeWorth Funds, may be obtained without charge by contacting the RidgeWorth Funds by telephone at 1-800-874-4770, Option 5 or by visiting www.ridgeworth.com. The policies and procedures are also available in the RidgeWorth Funds’ Statement of Additional Information. Actual voting records will also be filed and available on the SEC’s website.

Again, please know that, as with all matters relating to the RidgeWorth Funds, we at RidgeWorth take our fiduciary proxy voting obligations very seriously, and will continue to do our utmost to protect the interests of each and every shareholder.

Regards,

RidgeWorth Capital Management, Inc.

B-2

RidgeWorth Capital Management, Inc. Proxy Policy

RidgeWorth Capital Management, Inc (“RidgeWorth” or “the Firm”) has a Proxy Committee (“Committee”) that is responsible for establishing policies and a procedure designed to enable the Firm to ethically and effectively discharge its fiduciary obligation to vote all applicable proxies on behalf of all discretionary client accounts and funds. Annually (or more often as needed), the Committee will review, reaffirm and/or amend guidelines, strategies and proxy policies for all domestic and international client accounts, funds and product lines.

After an extensive review of established service providers including size, experience and technical capabilities, the Firm contracted with Glass Lewis & Co. as its agent to provide certain administrative, clerical, functional recordkeeping and support services related to the firm’s proxy voting processes/procedures, which include, but are not limited to:

1.	The collection and coordination of proxy material from each custodian for each the Firm client’s account(s),
2.	The facilitation of the mechanical act of proxy voting, reconciliation, and disclosure for each of the Firm’s client’s account(s), in accordance with the Firm’s proxy policies and the Committee’s direction.
3.	Required record keeping and voting record retention of all the Firm proxy voting on behalf the Firm’s clients.

As reflected in the Firm’s proxy policies, the Committee will affirmatively vote proxies for proposals that it interprets are deemed to be in the best economic interest of its clients as shareholders and beneficiaries to those actions.

The Committee will retain the ability to consider client specific preferences and/or develop and apply criteria unique to its client base and product lines, where appropriate. As needed, this information will be communicated to Glass Lewis as the Firm’s agent so that the relative shares proxies will be voted accordingly. The Committee has reviewed Glass Lewis’ capabilities as agent for the administerial services above and is confident in its abilities to effectively provide these services. The Committee will monitor such capability on an ongoing basis.

An Independent, Objective Approach to Proxy Issues

In the absence of express contractual provisions to the contrary, the Committee will vote proxies for all the Firm’s discretionary investment management clients.

As indicated above, the Committee utilizes the services of Glass Lewis, an independent third party agent, to assist with facilitating the administrative, clerical, functional and recordkeeping proxy duties and to assist in managing certain aspects of our proxy obligations. Accordingly, the Firm maintains its own proxy policies for U.S. domestic and global proxy voting issues, as well as guidelines applicable to “Taft Hartley” plans and relationships. ERISA accounts will be voted in accordance with the U.S. domestic proxy policy as ERISA specific guidelines and requirements are incorporated into this policy.

The Firm provides and maintains the following standard proxy voting policies:

• RidgeWorth U.S. Domestic Proxy Policy (applied to both ERISA and Non-ERISA related accounts and funds)

• RidgeWorth Taft Hartley Proxy Policy

• RidgeWorth Global/International Proxy Policy

These policies are available as described below. Both brief and extended summaries are available for the RidgeWorth Taft Hartley Proxy Policy and the RidgeWorth Global/International Proxy Policy.

The Committee’s process includes a review and evaluation of relevant, information related to the issuer’s proxy, applying the firm’s proxy voting policy in a prudent and appropriate manner ensuring votes are cast in the best interest of our clients.

Under the Firm Global/International Proxy Policy, the Committee generally votes in a manner similar to that recommended by Glass Lewis for an account’s international holdings including, to the extent permitted by law, international holdings in ERISA accounts.* In this regard the Committee has reviewed and will monitor Glass Lewis’ capabilities and conflict policies with respect to international securities proxy vote recommendations.

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Exceptions to Policy

The Firm Proxy Policies and guidelines as outlined herein generally will not be applied where the Firm has further delegated discretionary investment management and the authority to vote shares to a properly appointed subadvisor, such as may be the case in some managed separate accounts, wrap programs, and funds.

In those situations proxy votes cast by the subadvisor may be governed by the subadvisor’s proxy voting policies and procedures. However, currently all subadvisors to the RidgeWorth Funds have either adopted the same proxy policy as RidgeWorth or RidgeWorth votes the proxies on the subadvised funds.

Conflicts of Interest

Due to its diversified client base, numerous product lines, and affiliation with SunTrust Banks, Inc., and its subsidiaries, the Committee may determine a potential conflict exists in connection with a proxy vote based on the SEC guidelines. In such instances, the Committee will review the potential conflict to determine if it is material.

Examples of material conflicts of interest which may arise could include those where the shares to be voted involve:

1.	Common stock of SunTrust Banks, Inc., The Coca-Cola Company, Inc., and/or other public corporate issuers with which either the Firm or SunTrust Banks, Inc. or its affiliates, may have a similar significant on-going non-investment management associated relationship.
2.	An issuer with a director, officer or employee who presently serves as an independent director on the board of the Firm or SunTrust Banks, Inc. or any of its affiliates.
3.	An issuer having substantial and numerous banking, investment, or other financial relationships with the Firm, SunTrust Banks, Inc. or its affiliates.
4.	A director or senior officer of the Firm or SunTrust Banks, Inc. serving on the board of a publicly held company.
5.	A direct common stock ownership position of five percent (5%) or greater held individually by the Firm, or in conjunction with the Firm and SunTrust Banks, Inc. and/or its affiliates

Although the Firm utilizes a pre-determined proxy voting policy, occasions may arise in which a conflict of interest could be deemed to be material. In this case, the Committee will determine the most fair and reasonable procedure to be followed in order to properly address all conflict concerns. The Committee may employ one or more of the options listed below:

1.	Retain an independent fiduciary to vote the shares.
2.	Send the proxy material to the client (in the case of mutual funds, the funds’ shareholders) so he or she may vote the proxies.

Although the Firm does its best to alleviate or diffuse known conflicts, there is no guarantee that all situations have been or will be mitigated through proxy policy incorporation.

Securities Lending Program

The Firm also manages assets for several clients (including the RidgeWorth Funds) which engage in “securities lending” programs. In a typical securities lending program, clients or funds lend securities from their accounts/ portfolios to approved broker-dealers against cash collateral. On behalf of the Funds, the Firm seeks to balance the economic benefits of continuing to participate in an open securities lending transaction against the inability to vote proxies. On behalf of the Funds, the Firm will attempt to call loaned securities back to vote proxies, or to otherwise obtain rights to vote or consent with respect to a material event affecting securities on loan when the Advisor believes it is necessary to vote.

Additional Information

RidgeWorth clients:

RidgeWorth follows different voting recommendations for different categories of clients such that votes cast on behalf of some clients may oppose votes cast on behalf of other clients. Extended summaries of the RidgeWorth Capital Management Inc. U.S.

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Domestic Proxy Policy (applies to ERISA and non-ERISA accounts and funds,) Taft Hartley Proxy Policy (which votes per the general guidelines put forth by the AFL-CIO), and Global/International Proxy Policy and voting records are available to clients upon request. (Complete copies are quite voluminous but are also available.) For this information, or to obtain information about specific voting issues, please contact RidgeWorth Capital Management, Inc., Attn: Proxy Voting Committee Administrator, 3333 Piedmont Road, Suite 1500, Atlanta, GA 30305, by telephone at 877-984-7321, or via e-mail at: PMP.operations@ridgeworth.com.

RidgeWorth Funds shareholders:

Although another investment advisor may sub-advise some or all of these funds, all proxy votes are conducted by the Funds’ adviser, RidgeWorth Capital Management, Inc. Shareholders of the RidgeWorth Funds may access fund related proxy voting information by calling 1-888-(784-3863) or by visiting www.ridgeworth.com.

* Management believes that it is in the best interest of shareholders not to vote in shareblocking markets and has instructed Glass Lewis to take no action on these proxies.

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RidgeWorth Capital Management, Inc. International Proxy Voting Guidelines

May 22, 2009

Following is a concise summary of general policies for voting global proxies. In addition, RidgeWorth has country- and market-specific policies, which are not captured below.

I. ELECTION OF DIRECTORS

Board of Directors

Boards are put in place to represent shareholders and protect their interests. RidgeWorth seeks boards with a proven record of protecting shareholders and delivering value over the medium- and long-term. In our view, boards working to protect and enhance the best interests of shareholders typically include some independent directors (the percentage will vary by local market practice and regulations), boast a record of positive performance and appoint directors with a breadth and depth of experience.

Board Composition

When possible, we look at each individual on the board and examine his or her relationships with the company, the company’s executives and with other board members. The purpose of this inquiry is to determine whether pre-existing personal, familial or financial relationships are likely to impact the decisions of that board member.

We vote in favor of governance structures that will drive positive performance and enhance shareholder value. The most crucial test of a board’s commitment to the company and to its shareholders is the performance of the board and its members. The performance of directors in their capacity as board members and as executives of the company, when applicable, and in their roles at other companies where they serve is critical to this evaluation.

We believe a director is independent if he or she has no material financial, familial or other current relationships with the company, its executives or other board members except for service on the board and standard fees paid for that service. Relationships that have existed within the five years prior to the inquiry are usually considered to be “current” for purposes of this test.

In our view, a director is affiliated if he or she has a material financial, familial or other relationship with the company or its executives, but is not an employee of the company. This includes directors whose employers have a material financial relationship with the Company. This also includes a director who owns or controls 25% or more of the company’s voting stock.

We define an inside director as one who simultaneously serves as a director and as an employee of the company. This category may include a chairman of the board who acts as an employee of the company or is paid as an employee of the company.

Although we typically vote for the election of directors, we will withhold from directors for the following reasons:

• A director who attends less than 75% of the board and applicable committee meetings.

• A director who is also the CEO of a company where a serious restatement has occurred after the CEO certified the pre-restatement financial statements.

We also feel that the following conflicts of interest may hinder a director’s performance and will therefore withhold from a:

• CFO who presently sits on the board.

• Director who presently sits on an excessive number of boards.

• Director, or a director whose immediate family member, provides material professional services to the company at any time during the past five years.

• Director, or a director whose immediate family member, engages in airplane, real estate or other similar deals, including perquisite type grants from the company.

• Director with an interlocking directorship.

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Board Committee Composition

We believe that independent directors should serve on a company’s audit, compensation, nominating and governance committees. We will support boards with such a structure and encourage change where this is not the case.

Classified Boards

RidgeWorth favors the repeal of staggered boards in favor of the annual election of directors. We believe that staggered boards are less accountable to shareholders than annually elected boards. Furthermore, we feel that the annual election of directors encourages board members to focus on protecting the interests of shareholders.

II. FINANCIAL REPORTING

Accounts and Reports

Many countries require companies to submit the annual financial statements, director reports and independent auditors’ reports to shareholders at a general meeting. Shareholder approval of such a proposal does not discharge the board or management. We will usually recommend voting in favor of these proposals except when there are concerns about the integrity of the statements/reports. However, should the audited financial statements, auditor’s report and/or annual report not be published at the writing of our report, we will recommend that shareholders abstain from voting on this proposal.

Income Allocation (Distribution of Dividend)

In many countries, companies must submit the allocation of income for shareholder approval. We will generally recommend voting for such a proposal. However, we will give particular scrutiny to cases where the company’s dividend payout ratio is exceptionally low or excessively high relative to its peers and the company has not provided a satisfactory explanation. We generally recommend abstaining from dividends with payout ratios of less than 10% or more than 200%.

Appointment of Auditors and Authority to Set Fees

We believe that role of the auditor is crucial in protecting shareholder value. Like directors, auditors should be free from conflicts of interest and should assiduously avoid situations that require them to make choices between their own interests and the interests of the shareholders.

We generally support management’s recommendation regarding the selection of an auditor and support granting the board the authority to fix auditor fees except in cases where we believe the independence of an incumbent auditor or the integrity of the audit has been compromised.

However, we recommend voting against ratification of the auditor and/or authorizing the board to set auditor fees for the following reasons:

• When audit fees added to audit-related fees total less than one-third of total fees.

• When there have been any recent restatements or late filings by the company where the auditor bears some responsibility for the restatement or late filing (e.g., a restatement due to a reporting error).

• When the company has aggressive accounting policies.

• When the company has poor disclosure or lack of transparency in financial statements.

• When there are other relationships or issues of concern with the auditor that might suggest a conflict between the interest of the auditor and the interests of shareholders.

• When the company is changing auditors as a result of a disagreement between the company and the auditor on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

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III. COMPENSATION

Compensation Report/Compensation Policy

We will usually recommend voting against approval of the compensation report or policy when any of the following occur:

• Executives are employed without service contracts;

• Service contracts provide for notice periods longer than one year;

• Service contracts provide for the enhancement of employment terms or compensation rights in excess of one year in the event of a change of control;

• Payments have been made or longer-term obligations entered into (including pension obligations) to compensate an executive who has voluntary left the company and this has not been fully disclosed and justified;

• Ex gratia or other non-contractual payments have been made and the reasons for making the payments have not been fully explained or the explanation is unconvincing; or

• Egregious or excessive bonuses, equity awards or severance payments.

Long Term Incentive Plans

RidgeWorth recognizes the value of equity-based incentive programs. When used appropriately, they can provide a vehicle for linking an employee’s pay to a company’s performance, thereby aligning their interests with those of shareholders. Tying a portion of an employee’s compensation to the performance of the Company provides an incentive to maximize share value. In addition, equity-based compensation is an effective way to attract, retain and motivate key employees.

In order to allow for meaningful shareholder review, we believe that incentive programs should generally include: (i) specific and appropriate performance goals; (ii) a maximum award pool; and (iii) a maximum award amount per employee. In addition, the payments made should be reasonable relative to the performance of the business and total compensation to those covered by the plan should be in line with compensation paid by the Company’s peers.

Performance-Based Equity Compensation

RidgeWorth believes in performance-based equity compensation plans for senior executives. We feel that executives should be compensated with equity when their performance and that of the company warrants such rewards. While we do not believe that equity-based compensation plans for all employees need to be based on overall company performance, we do support such limitations for grants to senior executives (although even some equity-based compensation of senior executives without performance criteria is acceptable, such as in the case of moderate incentive grants made in an initial offer of employment).

Boards often argue that such a proposal would hinder them in attracting talent. We believe that boards can develop a consistent, reliable approach, as boards of many companies have, that would still attract executives who believe in their ability to guide the company to achieve its targets. We generally recommend that shareholders vote in favor of performance-based option requirements.

There should be no retesting of performance conditions for all share- and option- based incentive schemes. We will generally recommend that shareholders vote against performance-based equity compensation plans that allow for re-testing.

Director Compensation

RidgeWorth believes that non-employee directors should receive compensation for the time and effort they spend serving on the board and its committees. In particular, we support compensation plans that include equity-based awards, which help to align the interests of outside directors with those of shareholders. Director fees should be reasonable in order to retain and attract qualified individuals.

RidgeWorth compares the costs of these plans to the plans of peer companies with similar market capitalizations in the same country to help inform its judgment on this issue.

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Retirement Benefits for Directors

We will typically recommend voting against proposals to grant retirement benefits to non-executive directors. Such extended payments can impair the objectivity and independence of these board members. Directors should receive adequate compensation for their board service through initial and annual fees.

Limits on Executive Compensation

As a general rule, RidgeWorth believes that shareholders should not be involved in setting executive compensation. Such matters should be left to the board’s compensation committee. We view the election of directors, and specifically those who sit on the compensation committee, as the appropriate mechanism for shareholders to express their disapproval or support of board policy on this issue. Further, we believe that companies whose pay-for-performance is in line with their peers should be granted the flexibility to compensate their executives in a manner that drives growth and profit.

However, RidgeWorth favors performance-based compensation as an effective means of motivating executives to act in the best interests of shareholders. Performance-based compensation may be limited if a chief executive’s pay is capped at a low level rather than flexibly tied to the performance of the company.

IV. GOVERNANCE STRUCTURE

Amendments to the Articles of Association

We will evaluate proposed amendments to a company’s articles of association on a case-by-case basis. We are opposed to the practice of bundling several amendments under a single proposal because it might force shareholders to vote in favor of amendments that they might otherwise reject had they been submitted as separate proposals. In such cases, we will analyze each change individually. We will recommend voting for the proposal only when we believe that all of the amendments are in the best interests of shareholders.

Anti-Takeover Measures

Poison Pills (Shareholder Rights Plans)

RidgeWorth believes that poison pill plans generally are not in the best interests of shareholders. Specifically, they can reduce management accountability by substantially limiting opportunities for corporate takeovers. Rights plans can thus prevent shareholders from receiving a buy-out premium for their stock.

We believe that boards should be given wide latitude in directing the activities of the company and charting the company’s course. However, on an issue such as this where the link between the financial interests of shareholders and their right to consider and accept buyout offers is so substantial, we believe that shareholders should be allowed to vote on whether or not they support such a plan’s implementation.

In certain limited circumstances, we will support a limited poison pill to accomplish a particular objective, such as the closing of an important merger, or a pill that contains what we believe to be a reasonable ‘qualifying offer’ clause.

Increase in Authorized Shares

RidgeWorth believes that adequate capital stock is important to the operation of a company. We will generally support proposals when a company could reasonably use the requested shares for financing, stock splits and stock dividends. While we think that having adequate shares to allow management to make quick decisions and effectively operate the business is critical, we prefer that, for significant transactions, management come to shareholders to justify their use of additional shares rather than providing a blank check in the form of large pools of unallocated shares available for any purpose.

In general, we will support proposals to increase authorized shares up to 100% of the number of shares currently authorized unless, after the increase the company would be left with less than 30 % of its authorized shares outstanding.

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Issuance of Shares

Issuing additional shares can dilute existing holders in limited circumstances. Further, the availability of additional shares, where the board has discretion to implement a poison pill, can often serve as a deterrent to interested suitors. Accordingly, where we find that the company has not disclosed a detailed plan for use of the proposed shares, or where the number of shares requested are excessive, we typically recommend against the issuance. In the case of a private placement, we will also consider whether the company is offering a discount to its share price.

In general, we will support proposals to issue shares (with pre-emption rights) when the requested increase is the lesser of (i) the unissued ordinary share capital; or (ii) a sum equal to one-third of the issued ordinary share capital. This authority should not exceed five years. In some countries, if the proposal contains a figure greater than one-third, the company should explain the nature of the additional amounts.

We will also generally support proposals to suspend pre-emption rights for a maximum of 5% of the issued ordinary share capital of the company. If the proposal contains a figure greater than 5%, the company should provide an explanation. This authority should not exceed five years, or less for some countries.

Repurchase of Shares

We will recommend voting in favor of a proposal to repurchase shares when the plan includes the following provisions: (i) a maximum number of shares which may be purchased (typically not more than 15% of the issued share capital); and

(ii) a maximum price which may be paid for each share (as a percentage of the market price).

Supermajority Vote Requirements

RidgeWorth favors a simple majority voting structure. Supermajority vote requirements act as impediments to shareholder action on ballot items that are critical to our interests. One key example is in the takeover context where supermajority vote requirements can strongly limit shareholders’ input in making decisions on such crucial matters as selling the business.

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domestic proxy voting policy updated 2/11/2011
ridgeworth capital management, inc.
applied to erisa and non-erisa accounts and funds

			Ballot Item / Proposal
Number	Chapter	Section	[F=For, A=Against, W=Withhold, C=Case by Case, ABS=Abstain]	Vote
1. 0.	Operational Items	Adjourn Meeting	To provide management with the authority to adjourn an annual or special meeting, except in cases where it does not benefit shareholders	F
1.1.	Operational Items	Amend Quorum Requirements	To reduce quorum requirements for shareholder meetings below a majority of the shares outstanding	A
1.2.	Operational Items	Amend Minor Bylaws	To make housekeeping changes (updates or corrections) to bylaw or charter, except in cases where there is an adverse effect on shareholder value	F
1.3.	Operational Items	Change Company Name	To change the corporate name	F
1.4.	Operational Items	Date, Time, or Location of Annual Meeting	Management proposals to change the date/time/location of the annual meeting	F
1.5.	Operational Items	Date, Time, or Location of Annual Meeting	Shareholder proposals To change the date/time/location of the annual meeting	A
1.6.	Operational Items	Auditors	To ratify auditors (except as described below)	F
1.6.a	Operational Items	Auditors	To ratify auditors if significant material restatement, the auditor’s contract contains certain provisions that require the company to use alternative dispute resolution, the audit contract has limited liability clauses or any other situation is identified that may impair the auditor’s ability to perform an independent audit (this can include: audit fees too low or too high, the auditor performs other work than the audit such as tax-shelter work, etc.).	A
1.7.	Operational Items	Auditors	Shareholder proposals asking companies to prohibit their auditors from engaging in non-audit services	A
1.8.	Operational Items	Auditors	Shareholder proposals to require audit firm rotation	A
1.9.	Operational Items	Transact Other Business	To approve other business when it appears as voting item	A
2. 0.	Board of Directors	Voting on Director Nominees in Uncontested Elections	Director nominees are evaluated taking into consideration independence, performance, experience, and corporate governance.	C
2.1.	Board of Directors	Age Limits	To limit the tenure of outside directors either through term limits or mandatory retirement ages.	A
2.2.	Board of Directors	Board Size	To fix the board size or designate a range for the board size	F
2.3.	Board of Directors	Board Size	To give management the ability to alter the size of the board outside of a specified range without shareholder approval	A
2.4.	Board of Directors	Classification/ Declassification of the Board	Management and shareholder proposals to classify the board	C
2.5.	Board of Directors	Classification/ Declassification of the Board	Management and shareholder proposals to repeal classified boards and to elect all directors annually.	F
2.6.	Board of Directors	Cumulative Voting	To eliminate cumulative voting.	F
2.7.	Board of Directors	Cumulative Voting	To restore or permit cumulative voting when a company has some form of majority voting in place, has not adopted anti takeover protections and has been responsive to shareholders.	A
2.8.	Board of Directors	Cumulative Voting	To restore or permit cumulative voting when a company does not have any form of majority voting in place	F

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			Ballot Item / Proposal
Number	Chapter	Section	[F=For, A=Against, W=Withhold, C=Case by Case, ABS=Abstain]	Vote
2.9.	Board of Directors	Director and Officer Indemnification and Liability Protection	Proposals on director and officer indemnification and liability protection not particularly described below.	C
2.10.	Board of Directors	Director and Officer Indemnification and Liability Protection	To eliminate entirely directors’ and officers’ liability for monetary damages for violating the duty of care.	A
2.11.	Board of Directors	Director and Officer Indemnification and Liability Protection	To expand coverage beyond just legal expenses to acts, such as negligence, that are more serious violations of fiduciary obligation than mere carelessness	A
2.12.	Board of Directors	Director and Officer Indemnification and Liability Protection	To expand coverage in cases when a director’s or officer’s legal defense was unsuccessful if: (1) the director was found to have acted in good faith and in a manner that he reasonably believed was in the best interests of the company, and (2) only if the director’s legal expenses would be covered.	F
2.13.	Board of Directors	Establish/ Amend Nominee Qualifications	To establish or amend director qualifications	A
2.14.	Board of Directors	Establish/ Amend Nominee Qualifications	Shareholder proposals requiring two candidates per board seat	A
2.15.	Board of Directors	Filling Vacancies/ Removal of Directors	To provide that directors may be removed only for cause.	A
2.16.	Board of Directors	Filling Vacancies/ Removal of Directors	To restore shareholder ability to remove directors with or without cause.	F
2.17.	Board of Directors	Filling Vacancies/ Removal of Directors	To provide that only continuing directors may elect replacements to fill board vacancies.	A
2.18.	Board of Directors	Filling Vacancies/ Removal of Directors	To permit shareholders to elect directors to fill board vacancies.	F
2.19.	Board of Directors	Independent Chairman (Separate Chairman/CEO)	To recommend that the positions of chairman and CEO be combined.	C
2.20.	Board of Directors	Independent Chairman (Separate Chairman/CEO	To recommend that the positions of chairman and CEO be separate and distinct positions held by 2 different individuals.	A
2.21.	Board of Directors	Majority of Independent Directors/ Establishment of Committees	Shareholder proposals to require that a majority or more of directors be independent	F
2.22.	Board of Directors	Majority of Independent Directors/ Establishment of Committees	Shareholder proposals asking that board audit, compensation, and/or nominating committees be composed exclusively of independent directors	F
2.23.	Board of Directors	Open Access	Shareholder proposals asking for open access	A
2.24.	Board of Directors	Stock Ownership Requirements	Shareholder proposals that mandate a minimum amount of stock that directors must own in order to qualify as a director or to remain on the board	A
2.25.	Board of Directors	Stock Ownership Requirements	Shareholder proposals asking that the company adopt a holding or retention period for its executives (for holding stock after the vesting or exercise of equity awards)	A
2.26.	Board of Directors	Term Limits	Shareholder or management proposals to limit the tenure of outside directors	A
2.30.	Board of Directors	Majority Voting Standard	Shareholder proposals requesting a majority voting standard on election of directors	F

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			Ballot Item / Proposal
Number	Chapter	Section	[F=For, A=Against, W=Withhold, C=Case by Case, ABS=Abstain]	Vote
3. 0.	Proxy Contests	Voting for Director Nominees in Contested Elections	Votes in a contested election of directors	C
3.1.a	Proxy Contests	Reimbursing Proxy Solicitation Expenses	To reimburse proxy solicitation expenses if dissident wins	F
3.1.b	Proxy Contests	Reimbursing Proxy Solicitation Expenses	To reimburse proxy solicitation expenses (unless described above)	A
3.2.	Proxy Contests	Confidential Voting	Shareholder proposals requesting that corporations adopt confidential voting, use independent vote tabulators and use independent inspectors of election	A
3.3.	Proxy Contests	Confidential Voting	Management proposals to adopt confidential voting.	A
4. 0.	Antitakeover Defenses and Voting Related Issues	Advance Notice Requirements for Shareholder Proposals/Nominations	Advance notice proposals	F
4.1.	Antitakeover Defenses and Voting Related Issues	Amend Bylaws without Shareholder Consent	Proposals giving the board exclusive authority to amend the bylaws	F
4.2.	Antitakeover Defenses and Voting Related Issues	Amend Bylaws without Shareholder Consent	Proposals giving the board the ability to amend the bylaws in addition to shareholders	F
4.3.	Antitakeover Defenses and Voting Related Issues	Poison Pills	Shareholder proposals that ask a company to submit its poison pill for shareholder ratification	C
4.4.	Antitakeover Defenses and Voting Related Issues	Poison Pills	Shareholder proposals asking that any future pill be put to a shareholder vote	F
4.5.a	Antitakeover Defenses and Voting Related Issues	Poison Pills	Management proposals to ratify a poison pill	C
4.6.	Antitakeover Defenses and Voting Related Issues	Shareholder Ability to Act by Written Consent	To restrict or prohibit shareholder ability to take action by written consent	A
4.7.	Antitakeover Defenses and Voting Related Issues	Shareholder Ability to Act by Written Consent	To allow or make easier shareholder action by written consent	F
4.8.	Antitakeover Defenses and Voting Related Issues	Shareholder Ability to Call Special Meetings	To restrict or prohibit shareholder ability to call special meetings.	A
4.9.	Antitakeover Defenses and Voting Related Issues	Shareholder Ability to Call Special Meetings	To remove restrictions on the right of shareholders to act independently of management.	F
4.10.	Antitakeover Defenses and Voting Related Issues	Supermajority Vote Requirements	To require a supermajority shareholder vote pertaining to issues other than election of directors.	A
4.11.	Antitakeover Defenses and Voting Related Issues	Supermajority Vote Requirements	To lower supermajority vote requirements pertaining to issues other than election of directors.	F
5. 0.	Mergers and Corporate Restructurings	Appraisal Rights	To restore, or provide shareholders with, rights of appraisal.	A

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			Ballot Item / Proposal
Number	Chapter	Section	[F=For, A=Against, W=Withhold, C=Case by Case, ABS=Abstain]	Vote
5.1.	Mergers and Corporate Restructurings	Asset Purchases	On asset purchase proposals	C
5.2.	Mergers and Corporate Restructurings	Asset Sales	Asset sales	C
5.3.	Mergers and Corporate Restructurings	Bundled Proposals	Bundled or “conditioned” proxy proposals	C
5.4.	Mergers and Corporate Restructurings	Conversion of Securities	Proposals regarding conversion of securities, absent penalties or likely bankruptcy.	C
5.5.	Mergers and Corporate Restructurings	Conversion of Securities	Proposals regarding conversion of securities, if it is expected that the company will be subject to onerous penalties or will be forced to file for bankruptcy if the transaction is not approved.	F
5.6.	Mergers and Corporate Restructurings	Corporate Reorganization	Proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan, absent likely bankruptcy.	C
5.7.	Mergers and Corporate Restructurings	Corporate Reorganization	Proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan where bankruptcy is likely if the transaction is not approved	F
5.8.	Mergers and Corporate Restructurings	Formation of Holding Company	To form a holding company	C
5.9.	Mergers and Corporate Restructurings	Going Private Transactions (LBOs and Minority Squeeze outs)	To make the company private rather than public	C
5.10.	Mergers and Corporate Restructurings	Joint Ventures	To form joint ventures	C
5.11.	Mergers and Corporate Restructurings	Liquidations	To liquidate when bankruptcy is not likely	C
5.12.	Mergers and Corporate Restructurings	Liquidations	To liquidate when bankruptcy is likely	F
5.13.	Mergers and Corporate Restructurings	Mergers and Acquisitions/ Issuance of Shares to Facilitate Merger or Acquisition	To merge with or acquire another company	C
5.14.	Mergers and Corporate Restructurings	Private Placements/ Warrants/ Convertible Debentures	To issue a private placement security when bankruptcy is not likely	C
5.15.	Mergers and Corporate Restructurings	Private Placements/ Warrants/ Convertible Debentures	To issue a private placement security when bankruptcy is likely	F
5.16.	Mergers and Corporate Restructurings	Spin-offs	To spin off a unit or line of business	C
5.17.	Mergers and Corporate Restructurings	Value Maximization Proposals	To maximize shareholder value by hiring a financial advisor to explore strategic alternatives, selling the company or liquidating the company and distributing the proceeds to shareholders.	C
6. 0.	State of Incorporation	Control Share Acquisition Provisions	To opt out of control share acquisition statutes	F

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			Ballot Item / Proposal
Number	Chapter	Section	[F=For, A=Against, W=Withhold, C=Case by Case, ABS=Abstain]	Vote
6.1.	State of Incorporation	Control Share Acquisition Provisions	To amend the charter to include control share acquisition provisions.	A
6.2.	State of Incorporation	Control Share Acquisition Provisions	To restore voting rights to the control shares.	F
6.3.	State of Incorporation	Control Share Cash out Provisions	To opt out of control share cash out statutes.	F
6.4.	State of Incorporation	Disgorgement Provisions	To opt out of state disgorgement provisions.	F
6.5.	State of Incorporation	Fair Price Provisions	To adopt fair price provisions	C
6.6.	State of Incorporation	Fair Price Provisions	To adopt fair price provisions with shareholder vote requirements greater than a majority of disinterested shares.	A
6.7.	State of Incorporation	Freeze Out	proposals to opt out of state freeze out provisions	F
6.8.	State of Incorporation	Greenmail	To adopt anti greenmail charter of bylaw amendments Or otherwise restrict a company’s ability to make greenmail payments.	F
6.9.	State of Incorporation	Greenmail	To adopt anti greenmail proposals when they are bundled with other charter or bylaw amendments.	F
6.10.	State of Incorporation	Reincorporation Proposals	To change a company’s state of incorporation	C
6.11.	State of Incorporation	Stakeholder Provisions	To consider non-shareholder constituencies or other non-financial effects when evaluating a merger or business combination.	A
6.12.	State of Incorporation	State Anti takeover Statutes	To opt in or out of state takeover statutes (including control share acquisition statutes, control share cash-out statutes, freeze out provisions, fair price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract provisions, anti greenmail provisions, and disgorgement provisions).	C
7. 0.	Capital Structure	Adjustments to Par Value of Common Stock	Management proposals to reduce or eliminate the par value of common stock.	F
7.1.	Capital Structure	Common Stock Authorization	To increase the number of shares of common stock authorized for issuance	C
7.2.	Capital Structure	Common Stock Authorization	To increase the number of authorized shares of the class of stock that has superior voting rights.	C
7.3.	Capital Structure	Common Stock Authorization	To approve increases beyond the allowable increase when a company’s shares are in danger of being de-listed or if a company’s ability to continue to operate as a going concern is uncertain	F
7.4.	Capital Structure	Dual-class Stock	Proposals to create a new class of common stock with superior voting rights	A
7.5.	Capital Structure	Dual-class Stock	To create a new class of nonvoting or sub-voting common stock if:	F
			•    It is intended for financing purposes with minimal or no dilution to current shareholders
			•   It is not designed to preserve the voting power of an insider or significant shareholder

B-15

			Ballot Item / Proposal
Number	Chapter	Section	[F=For, A=Against, W=Withhold, C=Case by Case, ABS=Abstain]	Vote
7.6.	Capital Structure	Issue Stock for Use with Rights Plan	To increase authorized common stock for the explicit purpose of implementing a shareholder rights plan (poison pill).	A
7.7.	Capital Structure	Preemptive Rights	Shareholder proposals that seek preemptive rights	C
7.8.	Capital Structure	Preferred Stock	To authorizing the creation of new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights (“blank check” preferred stock).	A
7.9.	Capital Structure	Preferred Stock	To create “declawed” blank check preferred stock (stock that cannot be used as a takeover defense).	F
7.10.	Capital Structure	Preferred Stock	To authorize preferred stock in cases where the company specifies the voting, dividend, conversion, and other rights of such stock and the terms of the preferred stock appear reasonable	F
7.11.	Capital Structure	Preferred Stock	To increase the number of blank check preferred stock authorized for issuance when no shares have been issued or reserved for a specific purpose.	A
7.12.	Capital Structure	Preferred Stock	To increase the number of blank check preferred shares	A
7.13.	Capital Structure	Recapitalization	Recapitalizations (reclassifications of securities)	C
7.14.	Capital Structure	Reverse Stock Splits	Management proposals to implement a reverse stock split when the number of authorized shares will be proportionately reduced	F
7.15.	Capital Structure	Reverse Stock Splits	Management proposals to implement a reverse stock split to avoid delisting.	F
7.16.	Capital Structure	Reverse Stock Splits	To implement a reverse stock splits that do not proportionately reduce the number of shares authorized or considered “going dark” transactions.	C
7.17.	Capital Structure	Share Repurchase Programs	Management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms	F
7.17.a	Capital Structure	Share Repurchase Programs	Management proposals to institute open-market share repurchase plans in which derivatives may be utilized	C
7.18.	Capital Structure	Stock Distributions: Splits and Dividends	Management proposals to increase the common share authorization for a stock split or share dividend, provided that the increase in authorized shares would not result in an excessive number of shares available for issuance	F
7.19.	Capital Structure	Tracking Stock	To authorize the creation of tracking stock	C
8.0.	Executive and Director Compensation	Executive Compensation	Executive compensation plans or plan amendments.	C
8.1.	Executive and Director Compensation	Director Compensation	Plans for director compensation	C
8.5.	Executive and Director Compensation	Employee Stock Purchase Plans	Employee stock purchase plans .	C

B-16

			Ballot Item / Proposal
Number	Chapter	Section	[F=For, A=Against, W=Withhold, C=Case by Case, ABS=Abstain]	Vote
8.6.	Executive and Director Compensation	Shareholder Proposals Regarding Executive and Director Pay	Shareholder proposals seeking additional disclosure of executive and director pay information,	A
8.7.	Executive and Director Compensation	Shareholder Proposals Regarding Executive and Director Pay	Shareholder proposals seeking to set absolute levels on compensation or otherwise dictate the amount or form of compensation.	A
8.8.	Executive and Director Compensation	Shareholder Proposals Regarding Executive and Director Pay	Shareholder proposals requiring director fees be paid in stock only	A
8.9.	Executive and Director Compensation	Shareholder Proposals Regarding Executive and Director Pay	Shareholder proposals to put option re-pricings to a shareholder vote	F
8.10.	Executive and Director Compensation	Shareholder Proposals Regarding Executive and Director Pay	For all other shareholder proposals regarding executive and director pay	C
8. 25	Executive and Director Compensation	Performance-Based Stock Options	Shareholder proposals advocating the use of performance-based stock options (indexed, premium-priced, and performance-vested options).	C
8.26.	Executive and Director Compensation	Golden Parachutes and Executive Severance Agreements	Shareholder proposals to require golden parachutes or executive severance agreements to be submitted for shareholder ratification	A
8.27.	Executive and Director Compensation	Golden Parachutes and Executive Severance Agreements	Proposals to ratify or cancel golden parachutes.	C
8.28.	Executive and Director Compensation	Pension Plan Income Accounting	Shareholder proposals to exclude pension plan income in the calculation of earnings used in determining executive bonuses/compensation	F
8.29.	Executive and Director Compensation	Supplemental Executive Retirement Plans (SERPs)	Shareholder proposals requesting to put extraordinary benefits contained in SERP agreements to a shareholder vote	A
8.31.	Executive and Director Compensation	Equity Based Compensation Plans	Management proposals for equity plans	C
8.32	Executive and Director Compensation	Transferable Stock Options	Management and shareholder proposals for new on-going Transferable Stock option plans if the total cost of the company’s equity plans is less than the company’s allowable cap.	F
9. 0.	Social and Environmental Issues	CONSUMER ISSUES AND PUBLIC SAFETY: Animal Rights	To phase out the use of animals in product testing	A

B-17

			Ballot Item / Proposal
Number	Chapter	Section	[F=For, A=Against, W=Withhold, C=Case by Case, ABS=Abstain]	Vote
9.1.	Social and Environmental Issues	CONSUMER ISSUES AND PUBLIC SAFETY: Animal Rights	Report on animal welfare	A
9.2.	Social and Environmental Issues	CONSUMER ISSUES AND PUBLIC SAFETY: Animal Rights	Adopt animal welfare policy	A
9.3.	Social and Environmental Issues	CONSUMER ISSUES AND PUBLIC SAFETY: Drug Pricing	To implement price restraints on pharmaceutical products	A
9.4.	Social and Environmental Issues	CONSUMER ISSUES AND PUBLIC SAFETY: Drug Reimportation	Proposals requesting that companies report on the financial and legal impact of their policies regarding prescription drug reimportation or proposals requesting that companies adopt specific policies to encourage or constrain prescription drug reimportation	A
9.5.	Social and Environmental Issues	CONSUMER ISSUES AND PUBLIC SAFETY: Genetically Modified Foods	To voluntarily label genetically engineered (GE) ingredients in their products or alternatively to provide interim labeling and eventually eliminate GE ingredients due to the costs and feasibility of labeling and/or phasing out the use of GE ingredients.	A
9.6.	Social and Environmental Issues	Genetically Modified Foods	A report on the feasibility of labeling products containing GE ingredients	A
9.7.	Social and Environmental Issues	Genetically Modified Foods	A report on the financial, legal, and environmental impact of continued use of GE ingredients/seeds	A
9.8.	Social and Environmental Issues	Genetically Modified Foods	Report on the health and environmental effects of genetically modified organisms (GMOs)	A
9.9.	Social and Environmental Issues	Genetically Modified Foods	To completely phase out GE ingredients from the company’s products or proposals asking for reports outlining the steps necessary to eliminate GE ingredients from the company’s products. Such resolutions presuppose that there are proven health risks to GE ingredients	A
9.10.	Social and Environmental Issues	CONSUMER ISSUES AND PUBLIC SAFETY: Handguns	Reports on a company’s policies aimed at curtailing gun violence in the United States	A
9.11.	Social and Environmental Issues	CONSUMER ISSUES AND PUBLIC SAFETY: HIV/AIDS	Reports outlining the impact of the health pandemic (HIV/AIDS, malaria and tuberculosis) on the company’s Sub-Saharan operations	A

B-18

			Ballot Item / Proposal
Number	Chapter	Section	[F=For, A=Against, W=Withhold, C=Case by Case, ABS=Abstain]	Vote
9.12.	Social and Environmental Issues	HIV/AIDS	To establish, implement, and report on a standard of response to the HIV/AIDS, tuberculosis and malaria health pandemic in Africa and other developing countries	A
9.13.	Social and Environmental Issues	CONSUMER ISSUES AND PUBLIC SAFETY: Predatory Lending	Reports on the company’s procedures for preventing predatory lending, including the establishment of a board committee for oversight	A
9.14.	Social and Environmental Issues	CONSUMER ISSUES AND PUBLIC SAFETY: Tobacco	Proposals seeking stronger product warnings	A
9.15.	Social and Environmental Issues	Tobacco	Proposals asking that the company’s operating facilities be smoke-free	A
9.16.	Social and Environmental Issues	Tobacco	Proposals dealing with product placement in stores or advertising to youth.	A
9.17.	Social and Environmental Issues	Tobacco	Proposals asking the company to cease production of tobacco-related products or cease selling products to tobacco companies.	A
9.18.	Social and Environmental Issues	Tobacco	Proposals to spin-off tobacco-related businesses:	A
9.19.	Social and Environmental Issues	Tobacco	Proposals prohibiting investment in tobacco equities.	A
9.20.	Social and Environmental Issues	CONSUMER ISSUES AND PUBLIC SAFETY: Toxic Chemicals	Proposals requesting that a company discloses its policies related to toxic chemicals, proposals requesting that companies evaluate and disclose the potential financial and legal risks associated with utilizing certain chemicals, or proposals requiring that a company reformulate its products within a certain timeframe.	A
9.21.	Social and Environmental Issues	ENVIRONMENT AND ENERGY: Arctic National Wildlife Refuge	Requests for reports outlining potential environmental damage from drilling in the Arctic National Wildlife Refuge (ANWR)	A
9.22.	Social and Environmental Issues	ENVIRONMENT AND ENERGY: CERES Principles	Proposals to adopt the CERES Principles	A
9.23.	Social and Environmental Issues	ENVIRONMENT AND ENERGY: Environmental — Economic Risk Report	Proposals requests reports assessing economic risks of environmental pollution or climate change or reports outlining potential environmental damage from operations in protected regions, including wildlife refuges.	A
9.24.	Social and Environmental Issues	Environmental Reports	Proposals for reports disclosing the company’s environmental policies.	A

B-19

			Ballot Item / Proposal
Number	Chapter	Section	[F=For, A=Against, W=Withhold, C=Case by Case, ABS=Abstain]	Vote
9.25.	Social and Environmental Issues	Nuclear Safety	Proposals requesting that companies report on risks associated with their nuclear reactor designs and/or the production and interim storage of irradiated fuel rods	A
9.26.	Social and Environmental Issues	ENVIRONMENT AND ENERGY: Global Warming	Proposals to make reports on the level of greenhouse gas emissions from the company’s operations and products.	A
9.27.	Social and Environmental Issues	ENVIRONMENT AND ENERGY: Recycling	Proposals to adopt a comprehensive recycling strategy	A
9.28.	Social and Environmental Issues	ENVIRONMENT AND ENERGY: Renewable Energy	Proposals to invest in renewable energy sources.	A
9.29.	Social and Environmental Issues	Renewable Energy	Requests for reports on the feasibility of developing renewable energy sources	A
9.30.	Social and Environmental Issues	ENVIRONMENT AND ENERGY: Sustainability Report	Proposals to make report on its policies and practices related to social, environmental, and economic sustainability	A
9.31.	Social and Environmental Issues	ENVIRONMENT AND ENERGY: Efficiency Report	Report on energy efficiency	A
9.32.	Social and Environmental Issues	ENVIRONMENT AND ENERGY: Kyoto Protocol	Proposals requesting that companies outline their preparations to comply with standards established by Kyoto Protocol signatory markets	A
9.33.	Social and Environmental Issues	LAND USE	Proposals that request the disclosure of detailed information on a company’s policies related to land use or development	A
9.34.	Social and Environmental Issues	CAFOs	Proposals requesting that companies report to shareholders on the risks and liabilities associated with concentrated animal feeding operations (CAFOs)	A
9.35.	Social and Environmental Issues	GENERAL CORPORATE ISSUES: Charitable/ Political Contributions	Proposals to affirm political nonpartisanship in the workplace	A
9.36.	Social and Environmental Issues	Charitable/ Political Contributions	Proposals to report or publish in newspapers the company’s political and/or charitable contributions	A
9.37.	Social and Environmental Issues	Charitable/ Political Contributions	Proposals to prohibit the company from making political contributions	A

B-20

			Ballot Item / Proposal
Number	Chapter	Section	[F=For, A=Against, W=Withhold, C=Case by Case, ABS=Abstain]	Vote
9.38.	Social and Environmental Issues	Charitable/ Political Contributions	Proposals to restrict the company from making charitable contributions	A
9.39.	Social and Environmental Issues	Charitable/ Political Contributions	Proposals to publish a list of company executives, directors, consultants, legal counsels, lobbyists, or investment bankers that have prior government service and whether such service had a bearing on the business of the company	A
9.40.	Social and Environmental Issues	GENERAL CORPORATE ISSUES: Link Executive Compensation to Social Performance	Proposals to review ways of linking executive compensation to social factors	A
9.41.	Social and Environmental Issues	LABOR STANDARDS AND HUMAN RIGHTS: China Principles	Proposals to implement the China Principles.	A
9.42.	Social and Environmental Issues	LABOR STANDARDS AND HUMAN RIGHTS: Country-specific human rights reports	Proposals to make reports detailing the company’s operations in a particular country and steps to protect human rights	A
9.43.	Social and Environmental Issues	LABOR STANDARDS AND HUMAN RIGHTS: International Codes of Conduct/Vendor Standards	Proposals to implement certain human rights standards at company facilities or those of its suppliers and to commit to outside, independent monitoring	A
9.44.	Social and Environmental Issues	LABOR STANDARDS AND HUMAN RIGHTS: MacBride Principles	Proposals to endorse or increase activity on the MacBride Principles.	A
9.45.	Social and Environmental Issues	MILITARY BUSINESS: Foreign Military Sales/Offsets	Proposals to make reports on foreign military sales or offsets.	A
9.46.	Social and Environmental Issues	MILITARY BUSINESS: Landmines and Cluster Bombs	Proposals asking the company to renounce future involvement in antipersonnel landmine production	A
9.47.	Social and Environmental Issues	MILITARY BUSINESS: Nuclear Weapons	Proposals asking the company to cease production of nuclear weapons components and delivery systems, including disengaging from current and proposed contracts	A

B-21

			Ballot Item / Proposal
Number	Chapter	Section	[F=For, A=Against, W=Withhold, C=Case by Case, ABS=Abstain]	Vote
9.48.	Social and Environmental Issues	MILITARY BUSINESS: Operations in Nations Sponsoring Terrorism (Iran)	Proposals asking the company to appoint a board committee review and report outlining the company’s financial and reputational risks from its operations in Iran,	A
9.49.	Social and Environmental Issues	MILITARY BUSINESS: Spaced-Based Weaponization	Proposals asking the company to make reports on a company’s involvement in spaced-based weaponization	A
9.50.	Social and Environmental Issues	WORKPLACE DIVERSITY: Board Diversity	Requests for reports on the company’s efforts to diversify the board	A
9.51.	Social and Environmental Issues	WORKPLACE DIVERSITY: Board Diversity	Proposals asking the company to increase the representation of women and minorities on the board	C
9.52.	Social and Environmental Issues	WORKPLACE DIVERSITY: Equal Employment Opportunity (EEO)	Proposals to increase regulatory oversight of EEO programs	A
9.53.	Social and Environmental Issues	WORKPLACE DIVERSITY: Glass Ceiling	To increase regulatory oversight of EEO programs and Glass Ceiling proposals	A
9.54.	Social and Environmental Issues	WORKPLACE DIVERSITY: Sexual Orientation	Exclude reference to sexual orientation from the EEO statement	A
9.55.	Social and Environmental Issues	WORKPLACE DIVERSITY: Sexual Orientation	Proposals to amend a company’s EEO statement in order to prohibit discrimination based on sexual orientation	A
9.56.	Social and Environmental Issues	Sexual Orientation	Proposals to extend company benefits to or eliminate benefits from domestic partners	A
9.57	Social and Environmental Issues	Outsourcing	Proposals asking for companies to report on the risks associated with outsourcing or offshoring.	A
9.58	Social and Environmental Issues	Community Impact Assessment	Proposals asking for reports outling the potential community impact of company operations in specific regions.	A
9.59	Social and Environmental Issues	Internet Privacy and Censorship	Proposals requesting the disclosure and implementation of Internet privacy and censorship policies and procedures.	F
9.60	Social and Environmental Issues	Adoption of Health Care Reform Principles	Proposals to adopt the implementation of national health care reform principles at the company level.	A
10. 0.	Mutual Fund Proxies	Election of Directors	Director nominees who are not described below	F
10.1.	Mutual Fund Proxies	Election of Directors	Ignore a shareholder proposal that is approved by a majority of the votes cast for two consecutive years	W

B-22

			Ballot Item / Proposal
Number	Chapter	Section	[F=For, A=Against, W=Withhold, C=Case by Case, ABS=Abstain]	Vote
10.2.	Mutual Fund Proxies	Convert Closed-end Fund to Open-end Fund	Conversion Proposals	C
10.3.	Mutual Fund Proxies	Proxy Contests	Proxy Contests	C
10.4.	Mutual Fund Proxies	Investment Advisory Agreements	Investment Advisory Agreements	F
10.5.	Mutual Fund Proxies	Approve New Classes or Series of Shares	The establishment of new classes or series of shares.	F
10.6.	Mutual Fund Proxies	Change Fundamental Restriction to Nonfundamental Restriction	Proposals to change a fund’s fundamental restriction to a non fundamental restriction	C
10.7.	Mutual Fund Proxies	Change Fundamental Investment Objective to Nonfundamental	Proposals to change a fund’s fundamental investment objective to a non fundamental investment objective	C
10.8.	Mutual Fund Proxies	Name Change Proposals	Name change proposals.	F
10.9.	Mutual Fund Proxies	Change in Fund’s Sub classification	To change a fund’s sub-classification	F
10.10.	Mutual Fund Proxies	Disposition of Assets / Termination / Liquidation	To dispose of assets, liquidate or terminate the fund	F
10.11.	Mutual Fund Proxies	Changes to the Charter Document	To make changes to the charter document	C
10.12.	Mutual Fund Proxies	Changes to the Charter Document	Removal shareholder approval requirement to reorganize or terminate the trust or any of its series	F
10.13.	Mutual Fund Proxies	Changes to the Charter Document	Removal of shareholder approval requirement for amendments to the new declaration of trust	F
10.14.	Mutual Fund Proxies	Changes to the Charter Document	Removal of shareholder approval requirement to amend the fund’s management contract, allowing the contract to be modified by the investment manager and the trust management, as permitted by the 1940 Act	F
10.15.	Mutual Fund Proxies	Changes to the Charter Document	Allow the trustees to impose other fees in addition to sales charges on investment in a fund, such as deferred sales charges and redemption fees that may be imposed upon redemption of a fund’s shares	F
10.16.	Mutual Fund Proxies	Changes to the Charter Document	Removal of shareholder approval requirement to engage in and terminate Sub-advisory arrangements	F
10.17.	Mutual Fund Proxies	Changes to the Charter Document	Removal of shareholder approval requirement to change the domicile of the fund	F
10.18.	Mutual Fund Proxies	Change the Fund’s Domicile	Fund’s Reincorporation	C

B-23

			Ballot Item / Proposal
Number	Chapter	Section	[F=For, A=Against, W=Withhold, C=Case by Case, ABS=Abstain]	Vote
10.19.	Mutual Fund Proxies	Authorize the Board to Hire and Terminate Subadvisors Without Shareholder Approval	Proposals authorizing the board to hire/terminate sub-advisors without shareholder approval.	F
10.20.	Mutual Fund Proxies	Distribution Agreements	Distribution agreements	F
10.21.	Mutual Fund Proxies	Master-Feeder Structure	Establishment of a master-feeder structure.	F
10.22.	Mutual Fund Proxies	Mergers	Mergers and Acquisitions	C
10.23.	Mutual Fund Proxies	Shareholder Proposals to Establish Director Ownership Requirement	To mandate a specific minimum amount of stock that directors must own in order to qualify as a director or to remain on the board	A
10.24.a	Mutual Fund Proxies	Shareholder Proposals to Reimburse Proxy Solicitation Expenses	To reimburse proxy solicitation expenses if dissident wins	F
10.24.b	Mutual Fund Proxies	Shareholder Proposals to Reimburse Proxy Solicitation Expenses	To reimburse proxy solicitation expenses (except as described above)	A
10.25.	Mutual Fund Proxies	Shareholder Proposals to Terminate Investment Advisor	To terminate the investment advisor	C

B-24

APPENDIX C

MSCI INDEX DISCLOSURE

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-1

Ridgeworth Funds (“Registrant”)
File Nos: 033-45671 and 811-06557
Part C: Other Information
Post-Effective Amendment No. 84

Item 28. Exhibits:

(a)(1)	Agreement and Declaration of Trust, dated January 15, 1992, is incorporated herein by reference to Exhibit 1 of Post-Effective Amendment No. 15, filed July 31, 1996 (“PEA No. 15”).
(a)(2)	Amendment, dated March 31, 2008, to Agreement and Declaration of Trust is incorporated herein by reference to Exhibit (a)(2) of Post-Effective Amendment No. 74, filed May 16, 2008 (“PEA No. 74”).
(b)(1)	Amended and Restated By-Laws, dated August 15, 2000, are incorporated herein by reference to Exhibit (b) of Post-Effective Amendment No. 37, filed September 21, 2000.
(b)(2)	Amendment No. 1, effective March 31, 2008, to Amended and Restated By-Laws is incorporated herein by reference to Exhibit (b)(2) of Post-Effective Amendment No. 75, filed May 30, 2008 (“PEA No. 75”).
(c)	Not applicable.
(d)(1)	Amended and Restated Investment Advisory Agreement dated, November 14, 2006, between the Registrant and RidgeWorth Capital Management, Inc. (formerly, Trusco Capital Management, Inc.) (“RidgeWorth Investments”) is incorporated herein by reference to Exhibit (d)(1) of Post-Effective Amendment No. 67, filed May 30, 2007.
(d)(2)	Amendment, dated April 1, 2008, to the Amended and Restated Investment Advisory Agreement between the Registrant and RidgeWorth Investments is incorporated herein by reference to Exhibit (d)(3) of PEA No. 74.
(d)(3)	Schedule A to the Amended and Restated Investment Advisory Agreement between the Registrant and RidgeWorth Investments is incorporated herein by reference to Exhibit (d)(3) of Post-Effective Amendment No. 83, filed May 27, 2011 (“PEA No. 83”).
(d)(4)	Investment Subadvisory Agreement, dated December 19, 2008, between RidgeWorth Investments and Zevenbergen Capital Investments, LLC (“Zevenbergen”) is incorporated herein by reference to Exhibit (d)(6) of Post-Effective Amendment No. 78, filed February 12, 2009 (“PEA No. 78”).
(d)(5)	Investment Subadvisory Agreement, dated March 31, 2008, between RidgeWorth Investments and Ceredex Value Advisors LLC (“Ceredex”) is incorporated herein by reference to Exhibit (d)(10) of PEA No. 74.
(d)(6)	Investment Subadvisory Agreement, dated March 31, 2008, between RidgeWorth Investments and Certium Asset Management LLC (“Certium”) is incorporated herein by reference to Exhibit (d)(11) of PEA No. 74.
(d)(7)	Investment Subadvisory Agreement, dated March 31, 2008, between RidgeWorth Investments and Seix Investment Advisors LLC (“Seix”) is incorporated herein by reference to Exhibit (d)(15) of Post-Effective Amendment No. 76, filed July 29, 2008 (“PEA No. 76”).
(d)(8)	Amended Schedule A to the Investment Subadvisory Agreement between RidgeWorth Investments and Seix is incorporated herein by reference to Exhibit (d)(13) of Post-Effective Amendment No. 79, filed May 29, 2009 (“PEA No. 79”).
(d)(9)	Investment Subadvisory Agreement, dated March 31, 2008, between RidgeWorth Investments and Silvant Capital Management LLC (“Silvant”) is incorporated herein by reference to Exhibit (d)(14) of PEA No. 74.
(d)(10)	Amended Schedule A to the Investment Subadvisory Agreement between RidgeWorth Investments and Silvant is incorporated herein by reference to Exhibit (d)(10) of PEA No. 83.
(d)(11)	Amended Schedule A to the Investment Subadvisory Agreement, dated May 13, 2011, between RidgeWorth Investments and Silvant is filed herewith.
(d)(12)	Investment Subadvisory Agreement, dated March 31, 2008, between RidgeWorth Investments and StableRiver Capital Management LLC (“StableRiver”) is incorporated herein by reference to Exhibit (d)(15) of PEA No. 74.
(d)(13)	Expense Limitation Agreement, dated August 1, 2011, among the Registrant, RidgeWorth Investments, Zevenbergen, Seix and StableRiver is filed herewith.

(e)(1)	Distribution Agreement, dated March 31, 2009, between the Registrant and RidgeWorth Distributors LLC (“RidgeWorth Distributors”) is incorporated herein by reference to Exhibit (e) of Post-Effective Amendment No. 80, filed July 29, 2009 (“PEA No. 80”).
(e)(2)	First Amendment, dated August 1, 2009, to the Distribution Agreement between the Registrant and RidgeWorth Distributors is incorporated herein by reference to Exhibit (e)(2) of Post-Effective Amendment No. 81, filed May 28, 2010 (“PEA No. 81”).
(e)(3)	Second Amendment, dated March 31, 2009 and as amended on August 1, 2009, to the Distribution Agreement between the Registrant and RidgeWorth Distributors is incorporated herein by reference to Exhibit (e)(3) of PEA No. 83.
(f)	Not applicable.
(g)(1)	Custodian Agreement dated January 29, 2003 between the Registrant (formerly, STI Classic Funds), RidgeWorth Variable Trust (formerly, STI Classic Variable Trust) and Brown Brothers Harriman & Co. (“Brown Brothers”), with respect to the International Equity Fund and International Equity Index Fund, is filed herewith.
(g)(2)	First Amendment dated March 31, 2008 to the Custodian Agreement dated January 29, 2003 by and between Registrant (formerly, STI Classic Funds), RidgeWorth Variable Trust (formerly, STI Classic Variable Trust) and Brown Brothers, with respect to the International Equity Fund and International Equity Index Fund, is filed herewith.
(g)(3)	Master Custodian Agreement, dated August 30, 2010, between the Registrant and State Street Bank and Trust Company (“State Street”) is incorporated herein by reference to Exhibit (g)(3) of PEA No. 83.
(h)(1)	Administration Agreement, dated August 30, 2010, between the Registrant and State Street is incorporated herein by reference to Exhibit (h)(1) of PEA No. 83.
(h)(2)	Shareholder Service Plan and Agreement relating to Corporate Trust Shares, dated June 1, 1999, between the Registrant and SunTrust Bank is incorporated herein by reference to Exhibit (h)(15) of PEA 81.
(h)(3)	First Amendment, dated March 31, 2008, to the Shareholder Service Plan and Agreement relating to Corporate Trust Shares between the Registrant and SunTrust Bank is incorporated herein by reference to Exhibit (h)(16) of PEA No. 81.
(h)(4)	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, filed December 15, 2008.
(h)(5)	Amended Schedule A, dated August 1, 2009, to the Shareholder Servicing Plan, relating to R Shares, is incorporated herein by reference to Exhibit (h)(17) of PEA No. 80.
(h)(6)	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 PEA No. 79.
(h)(7)	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 PEA No. 78.
(h)(8)	First Amendment, dated March 4, 2009, to the Amended and Restated Securities Lending Management Agreement between the Registrant and Credit Suisse First Boston is incorporated herein by reference to Exhibit (h)(21) of PEA No. 81.
(h)(9)	Shareholder Service Fee Allocation Agreement, dated August 1, 2009, between the Registrant and RidgeWorth Investments is incorporated herein by reference to Exhibit (h)(22) of PEA No. 81.
(h)(10)	Fund Services Agreement, dated March 31, 2009, between the Registrant and RidgeWorth Investments is incorporated herein by reference to Exhibit (h)(24) of Post-Effective Amendment No. 82, filed July 28, 2010.
(h)(11)	Transfer Agency and Service Agreement, dated August 20, 2010, between each series of the Registrant and Boston Financial Data Services, Inc. is filed herewith.
(i)	Opinion and Consent of Counsel is filed herewith.
(j)	Consent of independent registered public accounting firm is filed herewith.
(k)	Not applicable.
(l)	Not applicable.

2

(m)(1)	Distribution and Service Plan, dated May 17, 2005, as amended March 31, 2008, relating to A Shares is incorporated herein by reference to Exhibit (m)(1) of PEA No. 81.
(m)(2)	Amended Schedule A, dated August 1, 2008, as amended August 1, 2009, to the Distribution and Service Plan, relating to A Shares, is incorporated herein by reference to Exhibit (m)(2) of PEA No. 81.
(m)(3)	Distribution and Service Plan, dated February 11, 2003, as amended March 31, 2008, relating to B Shares, is incorporated herein by reference to Exhibit (m)(3) of PEA No. 81.
(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 PEA No. 79.
(m)(5)	Distribution and Service Plan, dated May 14, 2009, relating to R Shares, is incorporated herein by reference to Exhibit (m)(5) of PEA No. 79.
(n)	Rule 18f-3 Multiple Class Plan is incorporated herein by reference to Exhibit (n) of PEA No. 79.
(o)	Not applicable.
(p)(1)	Registrant’s Code of Ethics is incorporated herein by reference to Exhibit (p)(1) of PEA No. 75.
(p)(2)	Code of Ethics for RidgeWorth Investments, Ceredex, Certium, Silvant and StableRiver is filed herewith.
(p)(3)	Code of Ethics for Zevenbergen, effective March 14, 2011, is incorporated herein by reference to Exhibit (p)(3) of PEA No. 83.
(p)(4)	Code of Ethics for Seix, adopted September 24, 2004 and last amended March 14, 2011 is filed herewith.
(p)(5)	Code of Ethics for RidgeWorth Distributors is incorporated herein by reference to Exhibit (p)(5) of PEA No. 83.
(q)	Power of Attorney, dated March 1, 2011, for each of Jeffrey M. Biggar, Sidney E. Harris, Connie D. McDaniel, George C. Guynn, Warren Y. Jobe and Clarence H. Ridley is incorporated herein by reference to Exhibit (q) of PEA No. 83.

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)(1) 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.

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 Investments, located at 3333 Piedmont Road, Suite 1500, Atlanta, GA 30305, serves as the investment adviser for each of the Registrant’s series.

3

	NAME OF OTHER	CONNECTION WITH
NAME	COMPANY	OTHER COMPANY
David Eidson	SunTrust Banks, Inc.	Senior Vice President
Co-Chief Executive Officer & Chief	SunTrust Bank	Executive Vice President
Operating Officer	SunTrust Capital Markets	Board Member
	StableRiver	President & Chief Operating Officer
Ashi Parikh	CeredexValue Advisors LLC	Chief Executive Officer
Chairman, Chief Executive Officer,	(“Ceredex”)
and Chief Investment Officer
	Silvant Capital Management LLC	Chief Executive Officer
	(“Silvant”)
	StableRiver Capital Management LLC	Chairman
	(“StableRiver”)
	Certium Asset Management LLC	Chief Executive Officer
	(“Certium”)
Andrew S. Atkins
Vice President	—	—
John Baka	—	—
Vice President
Steve R. Bendrick
Vice President	—	—
Charles H. Boyt
Vice President	—	—
Charlie Brennan
Vice President	—	—
Sheraun Y. Britton-Paris
Vice President	—	—
Jennifer A. Brockwell Vice President	—	—
Matthew B. Carney	Ceredex	Associate
Director	Certium	Associate
	Silvant	Associate
Charlie Carter	Certium	Associate
Vice President	Seix	Associate
	Silvant	Associate
	StableRiver	Associate
Kim Cook	—	—
Associate
David M. Craig	—	—
Director
Elizabeth Cunningham	—	—
Associate
Dara B. Day	—	—
Associate

4

	NAME OF OTHER	CONNECTION WITH
NAME	COMPANY	OTHER COMPANY
Chad Deakins	Silvant	Associate
Vice President	Ceredex	Associate
	Certium	President & Chief Investment Officer
Domenic Diele	—	—
Vice President
Deirdre A. Dillon	Ceredex	Associate
Associate	Certium	Associate
	Seix	Counsel & Chief Compliance Officer
	Silvant	Associate
	StableRiver	Associate
Christopher J. Dimacale	—	—
Vice President
Gabriel Dutra	—	—
Vice President
Matthew Edelstein	StableRiver	Associate
Vice President
Douglas J. Farmer	—	—
Vice President
Jim Foster	Silvant	Managing Director
Associate
Alan M. Gayle	—	—
Managing Director
Paul Gwynn	—	—
Vice President
Chris Guinther	Silvant	President & Chief Investment Officer
Vice President	Ceredex	Associate
	Certium	Associate
Danny Hadley	—	—
Associate
David Hampton	—	—
Associate
James B. Hester	—	—
Associate
Felecia B. Holston	—	—
Associate
Muriel Holmes	—	—
Associate
Deborah A. Hopkins	—	—
Vice President
Francis Jin	—	—
Associate

5

	NAME OF OTHER	CONNECTION WITH
NAME	COMPANY	OTHER COMPANY
Jay Karpinsky	—	—
Vice President
Jim Keegan	Seix	Chief Investment Officer and Chief
Vice President		Executive Officer
Dana E. Keithley	—	—
Associate
Mary S. Kelly	—	—
Vice President
Robert Kuberski	—	—
Managing Director
William J. Laplante, Jr.	—	—
Vice President
Jason M. Lewis	—	—
Associate
Steve Loncar	SunTrust Bank	Officer
Vice President
Benjamin Lowe	—	—
Vice President
Tina Y. Long	—	—
Director
Anthony J. Lynch	—	—
Vice President
Scott Martin	—	—
Vice President
Kim Maichle	—	—
Director
Jeanine L. Martin	—	—
Vice President
David B. McElroy	—	—
Director
Claudia McPherson	Seix	Vice President
Associate
Daniella Moiseyev-Cunniffe	—	—
Vice President
Wade Monroe	—	—
Associate
Rick Nelson	StableRiver	Chief Executive Officer & Chief
Vice President		Investment Officer
Joseph Nelson	—	—
Vice President

6

	NAME OF OTHER	CONNECTION WITH
NAME	COMPANY	OTHER COMPANY
Laura B. Newberg	Ceredex	Officer
Vice President	Certium	Officer
	Silvant	Officer
Joseph O’Donnell	—	—
Executive Vice President
Ty E. Parrish	—	—
Director
Gregory L. Phillips	—	—
Director
Sean D. Porrello	—	—
Managing Director
Joe Ransom	Silvant	Managing Director
Vice President
Mills Riddick	Silvant	Associate
Vice President	Ceredex	President & Chief Investment Officer
	Certium	Associate
Dina E. Romeo	—	—
Vice President
Josie C. Rosson	SunTrust Bank	Officer
Managing Director	Ceredex	Chief Compliance Officer
	Certium	Associate
	StableRiver	Chief Compliance Officer
	Silvant	Chief Compliance Officer
Michael Sansoterra	Silvant	Managing Director
Vice President	StableRiver	Associate
	Certium	Associate
	Ceredex	Associate
	Seix	Associate
Brandon Shea	—	—
Managing Director
Hal Schneider	—	—
Associate
Julia R. Short	—	—
Managing Director
Paul Slakter	—	—
Director
Stephen Smith	—	—
Vice President
Jeffrey P. St. Amand	—	—
Director

7

	NAME OF OTHER	CONNECTION WITH
NAME	COMPANY	OTHER COMPANY
John H. Stebbins	SunTrust Banks, Inc.	Officer
Chief Financial Officer and Treasurer	SunTrust Bank	Officer
	Ceredex	Chief Financial Officer
	Silvant	Chief Financial Officer
	Certium	Chief Financial Officer
	StableRiver	Chief Financial Officer
	Seix	Vice President
Kimberly Jean Strickland	—	—
Vice President
James Stueve	—	—
President
Matthew M. Tollison	—	—
Vice President
Perry Troisi	Seix	Managing Director
Associate
William A. Turner	Certium	Officer
Director	StableRiver	Officer
	Seix	Officer
	Ceredex	Officer
	Silvant	Officer
Darlene van Nostrand
Associate	—	—
Holly van den Toorn	—	—
Vice President
Joseph Ward	Ceredex	Officer
Vice President	Certium	Officer
	Silvant	Officer
Tina Warren	—	—
Associate
Angela V. Watterson	—	—
Vice President
Adrian Webb	Seix	Managing Director
Associate
Kevin D. Wright	—	—
Vice President
Robert Zakem	—	—
Managing Director

Investment Subadvisers:

Ceredex Value Advisors LLC

Ceredex serves as the investment subadviser 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.

8

		CONNECTION WITH
NAME	NAME OF OTHER COMPANY	OTHER COMPANY
Brett L. Barner	—	—
Managing Director
Jennifer Blakely	—	—
Vice President
Matthew B. Carney	RidgeWorth Capital Management, Inc.	Director
Associate	Certium	Associate
	Silvant	Associate
Charlie E. Carter	Certium	Associate
Director	Seix	Associate
	Silvant	Associate
	StableRiver	Associate
Jennifer N. Graff	—	—
Director
Chad Deakins	RidgeWorth Capital Management, Inc.	Vice President
Associate	Silvant	Associate
	Certium	President & Chief Investment Officer
Deirdre A. Dillon	RidgeWorth Capital Management, Inc.	Associate
Associate	Certium	Associate
	Seix	Counsel & Chief Compliance Officer
	Silvant	Associate
	StableRiver	Associate
Jason Fraser	—	—
Vice President
Jennifer N. Graff	—	—
Director
Chris Guinther	RidgeWorth Capital Management, Inc.	Vice President
Associate	Silvant	President & Chief Investment Officer
	Certium	Associate
Hein Hanekom	—	—
Associate
Steve Loncar	RidgeWorth Capital Management, Inc.	Vice President
Vice President	SunTrust Bank	Officer
Melissa K. Miller	—	—
Director
Laura B. Newberg	RidgeWorth Capital Management, Inc.	Vice President
Associate	Certium	Officer
	Silvant	Officer
Ashi Parikh	RidgeWorth Capital Management, Inc.	Chairman, Chief Executive Officer
Chief Executive Officer		and Chief Investment Officer
	Silvant	Chief Executive Officer
	Certium	Chief Executive Officer
	StableRiver	Chairman
Mills Riddick	RidgeWorth Capital Management, Inc.	Vice President
President & Chief Investment Officer	Silvant	Associate
	Certium	Associate

9

		CONNECTION WITH
NAME	NAME OF OTHER COMPANY	OTHER COMPANY
Josie Rosson	RidgeWorth Capital Management, Inc.	Managing Director
Chief Compliance Officer	SunTrust Bank	Officer
	Certium	Chief Compliance Officer
	StableRiver	Chief Compliance Officer
	Silvant	Chief Compliance Officer
Cody Smith	—	—
Vice President
Michael Sansoterra	RidgeWorth Capital Management, Inc.	Vice President
Associate	Silvant	Managing Director
	StableRiver	Associate
	Seix	Associate
	Certium	Associate
John Stebbins	RidgeWorth Capital Management, Inc.	Chief Financial Officer and
Chief Financial Officer		Treasurer
	SunTrust Banks, Inc.	Officer
	SunTrust Bank	Officer
	Silvant	Chief Financial Officer
	Certium	Chief Financial Officer
	StableRiver	Chief Financial Officer
	Seix	Vice President
William A. Turner	Certium	Associate
Associate	StableRiver	Associate
	Seix	Associate
	RidgeWorth Capital Management, Inc.	Managing Director & Board
	Silvant	Secretary
		Associate
Sarah A. Thompson	—	—
Associate
Joseph Ward	RidgeWorth Capital Management, Inc.	Vice President
Associate	Certium	Associate
	Silvant	Associate
Don Wordell	—	—
Managing Director

Certium Asset Management LLC

Certium serves as the investment subadviser for the Registrant’s International Equity Fund and International Equity Index Fund. The principal address of Certium is 3333 Piedmont Road, Suite 1400, Atlanta, GA 30305.

		CONNECTION WITH
NAME	NAME OF OTHER COMPANY	OTHER COMPANY
Matthew B. Carney	RidgeWorth Capital Management, Inc.	Director
Associate	Ceredex	Associate
	Silvant	Associate
Charlie E. Carter	Ceredex	Director
Associate	Seix	Associate
	Silvant	Associate
	StableRiver	Associate
Chad Deakins	RidgeWorth Capital Management, Inc.	Vice President
President & Chief	Silvant	Associate
Investment Officer	Ceredex	Associate

10

		CONNECTION WITH
NAME	NAME OF OTHER COMPANY	OTHER COMPANY
Deirdre A. Dillon	RidgeWorth Capital Management, Inc.	Associate
Associate	Ceredex	Associate
	Seix	Counsel & Chief Compliance Officer
	Silvant	Associate
	StableRiver	Associate
Charles East	—	—
Vice President
Risei Goto	—	—
Director
Chris Guinther	RidgeWorth Capital Management, Inc.	Vice President
Associate	Silvant	President & Chief Investment Officer
	Ceredex	Associate
Laura B. Newberg	RidgeWorth Capital Management, Inc.	Vice President
Associate	Ceredex	Associate
	Silvant	Associate
Ashi Parikh	RidgeWorth Capital Management, Inc.	Chairman, Chief Executive Officer
Chief Executive Officer		and Chief Investment Officer
	Silvant	Chief Executive Officer
	Ceredex	Chief Executive Officer
	StableRiver	Chairman
Greg Peters	—	—
Vice President
Mills Riddick	Silvant	Associate
Associate	Ceredex	President & Chief Investment Officer
Josie Rosson	RidgeWorth Capital Management, Inc.	Chief Compliance Officer
Chief Compliance Officer	SunTrust Bank	Officer
	Ceredex	Chief Compliance Officer
	StableRiver	Chief Compliance Officer
	Silvant	Chief Compliance Officer
Michael Sansoterra	RidgeWorth Capital Management, Inc.	Vice President
Associate	Silvant	Managing Director
	StableRiver	Associate
	Ceredex	Associate
	Seix	Associate
John Stebbins	RidgeWorth Capital Management, Inc.	Managing Director
Chief Financial Officer	SunTrust Banks, Inc.	Officer
	SunTrust Bank	Officer
	Ceredex	Chief Financial Officer
	Silvant	Chief Financial Officer
	StableRiver	Chief Financial Officer
	Seix	Vice President
William A. Turner	StableRiver	Associate
Associate	Seix	Associate
	RidgeWorth Capital Management, Inc.	Managing Director & Board Secretary
	Silvant	Associate
	Ceredex	Associate
Joseph Ward	RidgeWorth Capital Management, Inc.	Vice President
Associate	Ceredex	Associate
	Silvant	Associate
Matthew H. Welden	—	—
Director

11

Seix Investment Advisors LLC

Seix serves as the investment subadviser for the Registrant’s 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 High Yield 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
Seth Antiles	—	—
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 Milos	—	—
Associate
Deirdre A. Dillon	RidgeWorth Capital Management, Inc.	Associate
Counsel & Chief Compliance Officer	Ceredex	Associate
	Certium	Associate
	Silvant	Associate
	StableRiver	Associate
Rebecca Ehrhart	—	—
Vice President
James FitzPatrick	—	—
Managing Director
Vincent Flanagan	—	—
Vice President
Elena Fyodorova	—	—
Vice President
Michelle Gallo	—	—
Vice President
Stephen Gavlick	—	—
Vice President

12

		CONNECTION WITH
NAME	NAME OF OTHER COMPANY	OTHER COMPANY
Leo Goldstein	—	—
Vice President
George Goudelias	—	—
Managing Director
Paul Guevera	—	—
Associate
James Keegan	RidgeWorth Capital Management, Inc.	Officer
CEO and CIO
Soo Kim	—	—
Associate
Nathaniel King	—	—
Vice President
Michael Kirkpatrick	—	—
Managing Director
Dara Kotzker	—	—
Associate
Raymond Kramer	—	—
Vice President
Scott Kupchinsky	—	—
Vice President
Gerard Leen	—	—
Vice President
Charles Leonard	—	—
Managing Director
Biron Lim	—	—
Managing Director
Laura Linnartz	—	—
Associate
Paula Madonna	—	—
Associate
Claudia J. McPherson	—	—
Vice President
Mark Meyer	—	—
Managing Director
Sharon Moran	—	—
Vice President
Brian Nold	—	—
Managing Director
Andrea Pagnozzi	—	—
Vice President

13

		CONNECTION WITH
NAME	NAME OF OTHER COMPANY	OTHER COMPANY
Cynthia Panebianco	—	—
Vice President
Brian Reid	—	—
Vice President
Michael Reiger	—	—
Managing Director
Mark Schneider	—	—
Associate
David Schwartzman	—	—
Vice President
Atul Sibal	—	—
Vice President
Damanjit Singh	—	—
Associate
Robert Stampfl	—	—
Associate
Salatiel Toledo	—	—
Associate
Perry Troisi	—	—
Managing Director
William A. Turner	Ceredex	Officer
Officer	StableRiver	Officer
	RidgeWorth Capital Management, Inc.	Director
	Certium	Officer
	Silvant	Officer
Julie Vinar	—	—
Associate
Ania Wacht	—	—
Vice President
George Way	—	—
COO and CFO
Adrien Webb	—	—
Managing Director
Ellen Welsh	—	—
Managing Director
Ann Williams	—	—
Associate
Thomas Winters	—	—
Managing Director
Jonathan Yozzo	—	—
Vice President
Samuel Zona	—	—
Managing Director

14

Silvant Capital Management LLC

Silvant serves as the investment subadviser for the Registrant’s Large Cap Core Growth Stock Fund, Large Cap Growth Stock Fund, Select Large Cap Growth Stock Fund and Small Cap Growth Stock Fund. The principal address of Silvant is 3333 Piedmont Road, Suite 1400, Atlanta, GA 30305.

		CONNECTION WITH
NAME	NAME OF OTHER COMPANY	OTHER COMPANY
Brandi Allen	—	—
Director
Michael A. Bain	—	—
Director
Sandeep Bhatia	RidgeWorth Capital Management, Inc.	Director
Director
Charlie Carter	RidgeWorth Capital Management, Inc.	Vice President
Associate	Ceredex	Director
	Certium	Associate
	Seix	Associate
	StableRiver	Associate
Matthew B. Carney	RidgeWorth Capital Management, Inc.	Director
Associate	Ceredex	Associate
	Certium	Associate
Chad Deakins	RidgeWorth Capital Management, Inc.	Vice President
Associate	Ceredex	Associate
	Certium	President & Chief Investment Officer
Deirdre A. Dillon	RidgeWorth Capital Management, Inc.	Associate
Associate	Ceredex	Associate
	Certium	Associate
	Seix	Counsel & Chief Compliance Officer
	StableRiver	Associate
Jim Foster	RidgeWorth Capital Management, Inc.	Associate
Managing Director
Christopher Guinther	RidgeWorth Capital Management, Inc.	Vice President
President & Chief Investment Officer	Ceredex	Associate
	Certium	Associate
Randy Loving	—	—
Director
Laura B. Newberg	RidgeWorth Capital Management, Inc.	Vice President
Associate	Ceredex	Associate
	Certium	Associate

15

		CONNECTION WITH
NAME	NAME OF OTHER COMPANY	OTHER COMPANY
Ashi Parikh	RidgeWorth Capital Management, Inc.	Chairman, Chief Executive Officer &
Chief Executive Officer		Chief Investment Officer
	Ceredex	Chief Executive Officer
	Certium	Chief Executive Officer
	StableRiver	Chairman
Joe Ransom	—	—
Managing Director
Mills Riddick	RidgeWorth Capital Management, Inc.	Vice President
Associate	Ceredex	President & Chief Investment Officer
	Certium	Associate
Josie Rosson	RidgeWorth Capital Management, Inc.	Managing Director
Chief Compliance Officer	SunTrust Bank	Officer
	Certium	Chief Compliance Officer
	StableRiver	Chief Compliance Officer
	Ceredex	Chief Compliance Officer
Michael Sansoterra	RidgeWorth Capital Management, Inc.	Vice President
Managing Director	StableRiver	Associate
	Certium	Associate
	Ceredex	Associate
	Seix	Associate
Marc Schneidau	—	—
Managing Director & Chief Operating
Officer
Sowmdeb Sen	—	—
Director
John Stebbins	RidgeWorth Capital Management, Inc.	Managing Director
CFO	SunTrust Banks, Inc.	Officer
	SunTrust Bank	Officer
	Ceredex	Chief Financial Officer
	Certium	Chief Financial Officer
	Seix	Vice President
	StableRiver	Chief Financial Officer
Jennifer Stewart	—	—
Associate
William A. Turner	Ceredex	Associate
Associate	StableRiver	Associate
	RidgeWorth Capital Management, Inc.	Director
	Certium	Associate
	Seix	Associate
Joseph Ward	RidgeWorth Capital Management, Inc.	Vice President
Associate	Ceredex	Associate
	Certium	Associate

StableRiver Capital Management LLC

StableRiver serves as the investment subadviser 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-

16

Exempt Bond Fund, Short-Term Bond Fund, Short-Term U.S. Treasury Securities Fund, Ultra-Short Bond Fund, U.S. Government Securities Ultra-Short Bond Fund and Virginia Intermediate Municipal Bond Fund. The principal address of StableRiver is 3333 Piedmont Road, Suite 1500, Atlanta, GA 30305

		CONNECTION WITH
NAME	NAME OF OTHER COMPANY	OTHER COMPANY
Matthew Boden	—	—
Director
George Calvert	—	—
Director
Charlie Carter	RidgeWorth Capital Management, Inc.	Vice President
Associate	Ceredex	Associate
	Certium	Associate
	Seix	Associate
	Silvant	Associate
Christopher Carter	—	—
Director
Kimberly Cook	—	—
Associate
Elizabeth P. Cunningham	—	—
Associate
Deirdre A. Dillon	RidgeWorth Capital Management, Inc.	Associate
Associate	Ceredex	Associate
	Certium	Associate
	Seix	Counsel & Chief Compliance Officer
	Silvant	Associate
David Eidson	RidgeWorth Capital Management, Inc.	Co-Chief Executive Officer & Chief
President & Chief Operating Officer		Operating Officer
	SunTrust Banks, Inc.	Senior Vice President
	SunTrust Bank	Executive Vice President
	SunTrust Capital Markets	Board Member
Matt Edelstein	RidgeWorth Capital Management, Inc.	Vice President
Associate
Andrew Holmes	—	—
Associate
Phillip H. Hooks	—	—
Vice President
Mark Kallis	—	—
Director
Kimberly Maichle	—	—
Director
Doug Mitchell	—	—
Vice President

17

		CONNECTION WITH
NAME	NAME OF OTHER COMPANY	OTHER COMPANY
Hassan Moss	—	—
Associate
Rick Nelson	RidgeWorth Capital Management, Inc.	Vice President
Chief Executive Officer & Chief
Investment Officer
Laura B. Newberg	RidgeWorth Capital Management, Inc.	Vice President
Associate	Ceredex	Associate
	Certium	Associate
	Silvant	Associate
Ashi Parikh	RidgeWorth Capital Management, Inc.	Chairman, Chief Executive Officer &
Chairman		Chief Investment Officer
	Ceredex	Chief Executive Officer
	Certium	Chief Executive Officer
	Silvant	Chief Executive Officer
William H. Peck	—	—
Director
Josie Rosson	RidgeWorth Capital Management, Inc.	Managing Director
Chief Compliance Officer	SunTrust Bank	Officer
	Ceredex	CCO
	Certium	Officer
	Silvant	Officer
Michael Sansoterra	RidgeWorth Capital Management, Inc.	Vice President
Associate	Silvant	Managing Director
	Certium	Associate
	Ceredex	Associate
	Seix	Associate
Ron Schwartz	—	—
Managing Director
Michael Sebesta	—	—
Managing Director
Dusty Self	—	—
Director
Mark Smith	—	—
Associate
John Stebbins	RidgeWorth Capital Management, Inc.	Managing Director
Chief Financial Officer	SunTrust Banks, Inc.	Officer
	SunTrust Bank	Officer
	Ceredex	CFO
	Silvant	CFO
	Certium	CFO
	Seix	Vice President
Chad Stephens	—	—
Managing Director

18

		CONNECTION WITH
NAME	NAME OF OTHER COMPANY	OTHER COMPANY
William A. Turner	RidgeWorth Capital Management, Inc.	Managing Director & Board Secretary
Associate	Certium	Associate
	Seix	Associate
	Ceredex	Associate
	Silvant	Associate
Teresa Wright	—	—
Associate
Justin Wu	—	—
Vice President
J.P. Yarusinski	—	—
Director

Zevenbergen Capital Investments LLC

Zevenbergen serves as the investment subadviser for the Registrant’s Aggressive Growth Stock Fund and Emerging Growth Stock Fund. The principal address of Zevenbergen is 601 Union Street, Seattle, Washington 98101.

		CONNECTION WITH
NAME	NAME OF OTHER COMPANY	OTHER COMPANY
Brooke de Boutray	Seattle University	Member, Department of
Managing Director, Portfolio Manager		Finance Advisory Board
Lisa Foley	—	—
Managing Director, Investment Officer
Leslie Tubbs	—	—
Managing Director, Portfolio Manager
Nancy A. Zevenbergen	Seattle Pacific	Director
President and Chief Investment Officer	University Foundation
	Anduin Foundation	Secretary
	evenstar3 inc.	President and Director
Justin Buller	—	—
Chief Compliance Officer

ITEM 32. Principal Underwriters:

Item 32(a) RidgeWorth Distributors LLC serves as principal underwriter for the following investment company registered under the Investment Company Act of 1940, as amended:

RidgeWorth Funds

Item 32(b) The following are Officers and Directors of RidgeWorth Distributors LLC. The main business address of RidgeWorth Distributors LLC is Three Canal Plaza, Suite 100, Portland, Maine 04101.

Name	Address	Position with Underwriter	Position with Registrant
Mark A. Fairbanks	Three Canal Plaza, Suite 100, Portland, ME 04101	President and Manager	None
Richard J. Berthy	Three Canal Plaza, Suite 100, Portland, ME 04101	Vice President, Treasurer and Manager	None
Jennifer E. Hoopes	Three Canal Plaza, Suite 100, Portland, ME 04101	Secretary	None
Nanette K. Chern	Three Canal Plaza, Suite 100, Portland, ME 04101	Vice President and Chief Compliance Officer	None
Lisa S. Clifford	Three Canal Plaza, Suite 100, Portland, ME 04101	Vice President and Director of Compliance	None

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Item 32(c) Not applicable.

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:

State Street Bank and Trust Company
200 Clarendon Street
Boston, MA 02117

Brown Brothers Harriman & Co.
40 Water Street
Boston, MA 02109
(International Equity Fund only)

(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:

State Street Bank and Trust Company
2 Copley Place, 3^rd Floor
Boston, Massachusetts 02116

(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 subadvisers:

RidgeWorth Capital Management, Inc.
3333 Piedmont Road, Suite 1500
Atlanta, GA 30305
(records relating to its function as adviser)

Ceredex Value Advisers LLC
300 South Orange Avenue, Suite 1600
Orlando, FL 32801
(records relating to its function as subadviser)

Certium Asset Management LLC
3333 Piedmont Road, Suite 1400
Atlanta, GA 30305
(records relating to its function as subadviser)

Seix Investment Advisors LLC
10 Mountain View Road
Suite C-200
Upper Saddle River, New Jersey 07458
(records relating to its function as subadviser)

Silvant Capital Management LLC
3333 Piedmont Road, Suite 1400
Atlanta, GA 30305
(records relating to its function as subadviser)

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StableRiver Capital Management LLC
3333 Piedmont Road, Suite 1500
Atlanta, GA 30305
(records relating to its function as subadviser)

Zevenbergen Capital Investments LLC
601 Union Street
Suite 4600
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.

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NOTICE

A copy of the Agreement and Declaration of Trust, as amended, 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.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that this Post-Effective Amendment No. 84 to the Registration Statement meets all of the requirements for effectiveness pursuant to Rule 485(b) of the Securities Act of 1933, as amended, and the Registrant has duly caused this Post-Effective Amendment No. 84 under the Securities Act of 1933, as amended, and Post-Effective Amendment No. 86 under the Investment Company Act of 1940, as amended, to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, and State of Georgia, on the 29th day of July, 2011.

By:	/s/ Julia R. Short
	Julia R. Short
	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the registration statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Jeffrey M. Biggar*	Trustee	July 29, 2011
Jeffrey M. Biggar
/s/ George C. Guynn*	Trustee	July 29, 2011
George C. Guynn
/s/ Sidney E. Harris*	Trustee	July 29, 2011
Sidney E. Harris
/s/ Warren Y. Jobe*	Trustee	July 29, 2011
Warren Y. Jobe
/s/ Connie D. McDaniel*	Trustee	July 29, 2011
Connie D. McDaniel
/s/ Clarence H. Ridley*	Trustee	July 29, 2011
Clarence H. Ridley
/s/ Julia R. Short	President and Chief Executive Officer	July 29, 2011
Julia R. Short
/s/ Cynthia L. Morse-Griffin	Treasurer and Chief Financial Officer	July 29, 2011
Cynthia L. Morse-Griffin

* By: /s/ Julie Tedesco   Julie Tedesco

* Pursuant to a Power of Attorney, dated March 1, 2011, for each of Jeffrey M. Biggar, Sidney E. Harris, Connie D. McDaniel, George C. Guynn, Warren Y. Jobe and Clarence H. Ridley.

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Exhibit Index

Exhibit	Document
(d)(11)	Amended Schedule A to the Investment Subadvisory Agreement, dated May 13, 2011, between RidgeWorth Investments and Silvant.
(d)(13)	Expense Limitation Agreement, dated August 1, 2011, among the Registrant, RidgeWorth Investments, Zevenbergen, Seix and StableRiver.
(g)(1)	Custodian Agreement dated January 29, 2003 between the Registrant (formerly, STI Classic Funds), RidgeWorth Variable Trust (formerly, STI Classic Variable Trust) and Brown Brothers.
(g)(2)	First Amendment dated March 31, 2008 to the Custodian Agreement dated January 29, 2003 by and between Registrant (formerly, STI Classic Funds), RidgeWorth Variable Trust (formerly, STI Classic Variable Trust) and Brown Brothers.
(h)(11)	Transfer Agency and Service Agreement, dated August 20, 2010, between each series of the Registrant and Boston Financial Data Services, Inc.
(i)	Opinion and Consent of Counsel.
(j)	Consent of independent registered public accounting firm.
(p)(2)	Code of Ethics for RidgeWorth Investments, Ceredex, Certium, Silvant and StableRiver.
(p)(4)	Code of Ethics for Seix, adopted September 24, 2004 and last amended March 14, 2011.

24

EX-99.28(D)(11)

Exhibit 28(d)(11)

Schedule A
to the
Investment Subadvisory Agreement, dated March 31, 2008
between
RidgeWorth Capital Management, Inc.
and
Silvant Capital Management LLC

Fund	Effective Date
RidgeWorth Large Cap Growth Stock Fund	March 31, 2008
RidgeWorth Select Large Cap Growth Stock Fund	March 31, 2008
RidgeWorth Small Cap Growth Stock Fund	March 31, 2008
RidgeWorth Large Cap Core Growth Stock Fund	May 13, 2011

Amended as of May 13, 2011.

RidgeWorth Capital Management, Inc.		Silvant Capital Management LLC
By:	/s/ James E. Stueve James E. Stueve, President	By:	/s/ Ashi Parikh Ashi Parikh, Chairman and CEO

EX-99.28(D)(13)

Exhibit 28(d)(13)

EXPENSE LIMITATION AGREEMENT

EXPENSE LIMITATION AGREEMENT made as of the 1st day of August 2011 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 (“Sub-Adviser”) with respect to the series of the Trust (the “Funds”) set forth on Schedule B.

The Adviser and each Sub-Adviser 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, 2012.

For the Emerging Growth Stock Fund, Short-Term U.S. Treasury Securities Fund, High Grade Municipal Bond Fund, and Maryland Municipal Bond Fund, the total advisory fees waived shall be borne 60% by the Adviser and 40% by each Sub-Adviser.

For the Limited-Term Federal Mortgage Securities Fund, the total advisory fees waived shall be borne 40% by the Adviser and 60% by each Sub-Adviser.

If at any point before August 1, 2014, it becomes unnecessary for the Adviser or Sub-Adviser to waive fees and make reimbursements for a particular Fund, the Adviser and the Sub-Adviser 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:	/s/ Julia Short	By:	/s/ John Stebbins
Name:	Julia Short	Name:	John Stebbins
Title:	President	Title:	Managing Director and CFO

ZEVENBERGEN CAPITAL INVESTMENTS LLC (with respect to the Emerging Growth Stock Fund)

By: Name:	/s/ Leslie Tubbs Leslie Tubbs
Title:	Managing Partner

SEIX INVESTMENT ADVISORS LLC (with respect to the Limited-Term Federal Mortgage Securities Fund)

By: Name:	/s/ Jim Keegan Jim Keegan
Title:	CIO and CEO

STABLERIVER CAPITAL MANAGEMENT LLC (with respect to the Short-Term U.S. Treasury Securities Fund, the High Grade Municipal Bond Fund and the Maryland Municipal Bond Fund)

By: Name:	/s/ David Eidson David Eidson
Title:	President and COO

EXPENSE LIMITATION AGREEMENT
SCHEDULE A

	SHARE		EXPENSE
FUND	CLASS		LIMITATION
Emerging Growth Stock Fund		I		1.24	%
		A		1.54	%
Aggressive Growth Allocation Strategy		I		0.20	%
		A		0.50	%
		C		1.20	%
Conservative Allocation Strategy		I		0.20	%
		A		0.50	%
		C		1.20	%
Growth Allocation Strategy		I		0.20	%
		A		0.50	%
		C		1.20	%
Moderate Allocation Strategy		I		0.20	%
		A		0.50	%
		C		1.20	%
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	%
Maryland Municipal Bond Fund		I		0.65	%
		A		0.80	%
Limited-Term Federal Mortgage Securities Fund		I		0.66	%
		A		0.86	%
		C		1.66	%

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	SUB-ADVISER
Emerging Growth Stock Fund	Zevenbergen Capital Investments LLC
Limited-Term Federal Mortgage Securities 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
Maryland Municipal Bond Fund	StableRiver Capital Management LLC

EX-99.28(G)(1)

Exhibit 28(g)(1)

CUSTODIAN AGREEMENT

     THIS AGREEMENT, dated as of January 29, 2003, between the STI Classic Funds and STI Classic Variable Trust, each an open-end management investment company organized under the laws of the Commonwealth of Massachusetts and registered with the Commission under the 1940 Act (each a FUND AND COLLECTIVELY THE FUNDS), and BROWN BROTHERS HARRIMAN & CO., a limited partnership formed under the laws of the State of New York (BBH&CO. or the CUSTODIAN).

W I T N E S S E T H:

     WHEREAS, each Fund wishes to employ BBH&Co. to act as custodian for the Fund and to provide related services, all as provided herein, and BBH&Co. is willing to accept such employment, subject to the terms and conditions herein set forth;

     NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Funds and BBH&Co. hereby agree, as follows:

1. APPOINTMENT OF CUSTODIAN. The terms of this agreement shall apply separately and respectively to each Fund and to each separate portfolio of each Fund that is designated by such Fund as a separate account on the books of the Custodian.. Each Fund hereby appoints BBH&Co. as the Fund’s custodian, and BBH&Co. hereby accepts such appointment. All Investments of a Fund delivered to the Custodian or its agents or Subcustodians shall be dealt with as provided in this Agreement and any attachments or schedules thereto. The duties of the Custodian with respect to a Fund’s Investments shall be only as set forth expressly in this Agreement which duties are generally comprised of safekeeping and various administrative duties that will be performed in accordance with Instructions and as reasonably required to effect Instructions.

2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE FUND. Each Fund hereby represents, warrants and

1

covenants each of the following:

     2.1 This Agreement has been, and at the time of delivery of each Instruction such Instruction will have been, duly authorized, executed and delivered by the Fund. This Agreement does not violate any Applicable Law or conflict with or constitute a default under the Fund’s prospectus or other organic document, agreement, judgment, order or decree to which the Fund is a party or by which it or its Investments is bound.

     2.2 By providing an Instruction with respect to the first acquisition of an Investment in a jurisdiction other than the United States of America, the Fund shall be deemed to have confirmed to the Custodian that the Fund has (a) assessed all material Country or Sovereign Risks and accepted responsibility for their occurrence (b) made all determinations required to be made by the Fund under the 1940 Act, save those delegated to the Custodian pursuant to Delegation Schedule attached hereto and (iii) if deemed appropriate by the Fund, adequately disclosed to its shareholders and prospective investors, all material investment risks, including any Country Risks. Nothing in this section shall relieve the Custodian of its responsibility for performance of its duties under Section 8.2 with respect to foreign depository information in connection with Rule 17f-7 under the 1940 Act.

     2.3 The Fund shall safeguard and shall solely be responsible for its safekeeping of any testkeys, identification codes, passwords, other security devices or statements of account with which the Custodian provides it (except to the extent that any failure by Fund to safe keep such devices or statements is beyond its reasonable control or is caused or contributed to by the Custodian or by the design, or intended use or manufacture of the device or statement). In furtherance and not limitation of the foregoing, in the event the Fund utilizes any on-line service offered by the Custodian, the Fund and the Custodian shall be fully responsible for the security of its own connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards in respect thereof (except to the extent that any failure by Fund to safe keep such devices or statements is beyond its reasonable control or is caused or contributed to by the Custodian or by the design, or intended use or manufacture of the device or statement). Additionally, if the Fund uses any on-line or similar communications service made available by the Custodian, the Fund shall be solely responsible for ensuring the security of its access to the service and for the use of the service (except to the extent that any failure by Fund to safe keep such devices or statements is beyond its reasonable control or is caused or contributed to by the Custodian or by the design, or intended use or manufacture of the device or statement) and shall only attempt to access the service and the Custodian’s computer systems as directed by the Custodian. If the Custodian provides any computer software to the Fund relating to the services described in this Agreement, the Fund will only use the software for the purposes for which the Custodian provided the software to the Fund, and will abide by the license agreement accompanying the software and any other security policies which the Custodian provides to the Fund.

3. REPRESENTATION AND WARRANTY OF BBH&CO. BBH&Co. hereby represents and warrants that this Agreement has been duly authorized, executed and delivered by BBH&Co. and does not and will not violate any Applicable Law or conflict with or constitute a default under BBH&Co.’s limited partnership agreement or any agreement, instrument, judgment, order or decree to which BBH&Co. is a party or by which it is bound. BBH further represents and warrants that it has adopted and maintains reasonable procedures to provide for continued services in the event of an emergency or disaster.

2

4. INSTRUCTIONS. Unless otherwise explicitly indicated herein, the Custodian shall perform its duties pursuant to Instructions. As used herein, the term INSTRUCTION shall mean a directive initiated by the Fund, acting directly or through its board of trustees, officers or other Authorized Persons, which directive shall conform to the requirements of this Section 4.

     4.1 AUTHORIZED PERSONS. For purposes hereof, an AUTHORIZED PERSON shall be a person or entity authorized by the Fund to give Instructions for or on behalf of the Fund and designated as such by written notices from the Fund to the Custodian (or otherwise in accordance with procedures delivered to and acknowledged by the Custodian). The Custodian may treat any Authorized Person as having full authority of the Fund to issue Instructions hereunder unless the notice of authorization contains explicit limitations as to said authority. The Custodian shall be entitled to rely upon the authority of previously designated Authorized Persons until it receives appropriate written notice from the Fund to the contrary.

     4.2 FORM OF INSTRUCTION. Each Instruction shall be transmitted by such secured or authenticated electro-mechanical means as the Custodian shall make available to the Fund from time to time unless the Fund shall elect to transmit such Instruction in accordance with Subsections 4.2.1 through 4.2.3 of this Section.

     4.2.1 FUND DESIGNATED SECURED-TRANSMISSION METHOD. Instructions may be transmitted through a secured or tested electro-mechanical means identified by the Fund or by an Authorized Person entitled to give Instruction and acknowledged and accepted by the Custodian; it being understood that such acknowledgment shall authorize the Custodian to receive and process such means of delivery but shall not represent a judgment by the Custodian as to the reasonableness or security of the method determined by the Authorized Person (unless such method is a product proprietary to the Custodian and offered to the Fund by the Custodian).

     4.2.2 WRITTEN INSTRUCTIONS. Instructions may be transmitted in a writing that bears the manual signature of an Authorized Person.

     4.2.3 OTHER FORMS OF INSTRUCTION. Instructions may also be transmitted by another means determined by the Fund or Authorized Persons and acknowledged and accepted by the Custodian (subject to the same limits as to acknowledgements as is contained in Subsection 4.2.1, above) including Instructions given orally or by SWIFT, telex or telefax (whether tested or untested).

     When an Instruction is given by means established under Subsections 4.2.1 through 4.2.3 above, it shall be the responsibility of the Custodian to use reasonable care to adhere to any security or other procedures established in writing between the Custodian and the Authorized Person with respect to such means of Instruction, but such Authorized Person shall be solely responsible for determining that the particular means chosen is reasonable under the circumstances (unless such method is a product proprietary to the Custodian and offered to the Fund by the Custodian). Oral Instructions shall be binding upon the Custodian only if and when the Custodian takes action with respect thereto.

3

With respect to telefax instructions, the parties agree and acknowledge that receipt of legible instructions cannot be assured, that the Custodian cannot verify that authorized signatures on telefax instructions are original or properly affixed, and that the Custodian shall not be liable for losses or expenses incurred through actions taken in reasonable reliance on inaccurately stated, illegible or unauthorized telefax instructions. Custodian shall promptly notify the Fund once it becomes aware that it has received an illegible or unauthorized Instruction and shall be protected in waiting to act until such Instruction is clarified. The provisions of Section 4A of the Uniform Commercial Code shall apply to Funds Transfers performed in accordance with Instructions. The Funds Transfer Services Schedule and the Electronic and Online Services Schedule to this Agreement shall comprise a designation of form of a means of delivering Instructions for purposes of this Section 4.2.

     4.3 COMPLETENESS AND CONTENTS OF INSTRUCTIONS. The Authorized Person shall be responsible for assuring the adequacy and accuracy of Instructions. Particularly, upon any acquisition or disposition or other dealing in the Fund’s Investments and upon any delivery and transfer of any Investment or moneys, the person initiating such Instruction shall give the Custodian an Instruction with appropriate detail, including, without limitation:

     4.3.1 The transaction date and the date and location of settlement;

     4.3.2 The specification of the type of transaction;

     4.3.3 A description of the Investments or moneys in question, including, as appropriate, quantity, price per unit, amount of money to be received or delivered and currency information. Where an Instruction is communicated by electronic means, or otherwise where an Instruction contains an identifying number such as a CUSIP, SEDOL or ISIN number, the Custodian shall be entitled to rely on such number as controlling notwithstanding any inconsistency contained in such Instruction, particularly with respect to Investment description; and

     4.3.4 The name of the broker or similar entity concerned with execution of the transaction.

     If the Custodian shall determine that an Instruction is either unclear or incomplete, the Custodian will give prompt notice of such determination to the Fund, and the Fund shall thereupon amend or otherwise reform such Instruction. In such event, the Custodian shall have no obligation to take any action in response to the Instruction initially delivered until the redelivery of an amended or reformed Instruction.

     4.4 TIMELINESS OF INSTRUCTIONS. In giving an Instruction, the Fund shall take into consideration generally acknowledged or known delays which may occur due to the involvement of a Subcustodian or agent, differences in time

4

zones, and other factors particular to a given market, exchange or issuer. When the Custodian has established, and communicated to the Fund in advance and in writing, specific timing requirements or deadlines with respect to particular classes of Instruction, or when an Instruction is received by the Custodian at such a time that it could not reasonably be expected to have acted on such Instruction due to time zone differences or other factors beyond its reasonable control, the execution of any Instruction received by the Custodian after such deadline or at such time (including any modification or revocation of a previous Instruction) shall be at the risk of the Fund.

5. SAFEKEEPING OF FUND ASSETS. The Custodian shall hold Investments delivered to it or Subcustodians for the Funds in accordance with the provisions of this Section. The Custodian shall not be responsible for (a) the safekeeping of Investments not delivered or that are not caused to be issued to it or its Subcustodians; or (b) pre-existing faults or defects in Investments that are delivered to the Custodian or its Subcustodians. The Custodian is hereby authorized to hold with itself or a Subcustodian, and to record in one or more accounts, all Investments delivered to and accepted by the Custodian, any Subcustodian or their respective agents pursuant to an Instruction or in consequence of any corporate action. The Custodian shall hold Investments for the account of each Fund (and portfolio) and shall segregate Investments from assets belonging to the Custodian and shall cause its Subcustodians to segregate Investments from assets belonging to the Subcustodian in an account held for the Fund (and for the relevant portfolio) or in an account maintained by the Subcustodian generally for non-proprietary assets of the Custodian.

     5.1 USE OF SECURITIES DEPOSITORIES. The Custodian may deposit and maintain Investments in any Securities Depository, either directly or through one or more Subcustodians appointed by the Custodian. Investments held in a Securities Depository shall be held (a) subject to the agreement, rules, statement of terms and conditions or other document or conditions effective between the Securities Depository and the Custodian or the Subcustodian, as the case may be, and (b) in an account for each Fund (or portfolio) or in bulk segregation in an account maintained for the non-proprietary assets of the entity holding such Investments in the Depository with appropriate identification of the Fund’s (and portfolio’s) Investments on the Custodian’s books. If market practice or the rules and regulations of the Securities Depository prevent the Custodian, the Subcustodian (or any nominee or agent of either) from holding its client assets in such a non-proprietary account, the Custodian, the Subcustodian or other agent shall as appropriate segregate such Investments for benefit of the Fund (or portfolio) or for benefit of clients of the Custodian generally on its own books with appropriate identification of each Fund’s (or portfolio’s) Investments on the Custodian’s books.

5

     5.2 CERTIFICATED ASSETS. Investments which are certificated may be held in registered or bearer form: (a) in the Custodian’s vault; (b) in the vault of a Subcustodian or agent of the Custodian or a Subcustodian; or (c) in an account maintained by the Custodian, Subcustodian or agent at a Securities Depository; all in accordance with customary market practice in the jurisdiction in which any Investments are held.

     5.3 REGISTERED ASSETS. Investments that are registered may be registered in the name of the Custodian, a Subcustodian, or in the name of the Fund or a nominee for any of the foregoing, and may be held in any manner set forth in paragraph 5.2.

     5.4 BOOK ENTRY ASSETS. Investments that are represented by book-entry may be so held in an account maintained by the Book-entry Agent on behalf of the Custodian, a Subcustodian or another agent of the Custodian, or a Securities Depository.

     5.5 REPLACEMENT OF LOST INVESTMENTS. In the event of a loss of Investments for which the Custodian is responsible under the terms of this Agreement, the Custodian shall replace such Investment, or in the event that such replacement cannot be effected, the Custodian shall pay to the Fund the fair market value of such Investment based on the last available price as of the close of business in the relevant market on the date that a claim was first made to the Custodian with respect to such loss or, if less, such other amount as shall be agreed by the parties as the date for settlement.

6. ADMINISTRATIVE DUTIES OF THE CUSTODIAN. The Custodian shall perform the following administrative duties with respect to Investments of the Fund.

     6.1 PURCHASE OF INVESTMENTS. Pursuant to Instruction, Investments purchased for the account of the Fund (or portfolio) shall be paid for (a) against delivery thereof to the Custodian or a Subcustodian, as the case may be, either directly or through a Clearing Corporation or a Securities Depository (in accordance with the rules of such Securities Depository or such Clearing Corporation), or (b) otherwise in accordance with an Instruction, Applicable Law, generally accepted trade practices, or the terms of the instrument representing such Investment.

     6.2 SALE OF INVESTMENTS. Pursuant to Instruction, Investments sold for the account of the Fund (or portfolio) shall be delivered (a) against payment therefor in cash, by check or by bank wire transfer, (b) by credit to the account of the Custodian or the applicable Subcustodian, as the case may be, with a Clearing Corporation or a Securities Depository (in accordance with the rules of such Securities Depository or such Clearing Corporation), or (c) otherwise in accordance with an Instruction, Applicable Law, generally accepted trade practices, or the terms of the instrument

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representing such Investment.

     6.3 DELIVERY AND RECEIPT IN CONNECTION WITH BORROWINGS OF THE FUND OR OTHER COLLATERAL AND MARGIN REQUIREMENTS. Pursuant to Instruction, the Custodian may deliver or receive Investments or cash of the Fund (or portfolio) in connection with borrowings or loans by the Fund (or portfolio) and other collateral and margin requirements.

     6.4 FUTURES AND OPTIONS. If, pursuant to an Instruction, the Custodian shall become a party to an agreement with the Fund and a futures commission merchant regarding margin (TRI-PARTY AGREEMENT), the Custodian shall (a) receive and retain, to the extent the same are provided to the Custodian, confirmations or other documents evidencing the purchase or sale by the Fund of exchange-traded futures contracts and commodity options, (b) when required by such Tri-Party Agreement, deposit and maintain in an account opened pursuant to such Agreement (MARGIN ACCOUNT), segregated either physically or by book-entry in a Securities Depository for the benefit of any futures commission merchant, such Investments as the Fund shall have designated as initial, maintenance or variation “margin” deposits or other collateral intended to secure the Fund’s performance of its obligations under the terms of any exchange-traded futures contracts and commodity options; and (c) thereafter pay, release or transfer Investments into or out of the margin account in accordance with the provisions of such Agreement. Alternatively, the Custodian may deliver Investments, in accordance with an Instruction, to a futures commission merchant for purposes of margin requirements in accordance with Rule 17f-6 under the 1940 Act. The Custodian shall in no event be responsible for the acts and omissions of any futures commission merchant to whom Investments are delivered pursuant to this Section; for the sufficiency of Investments held in any Margin Account; or, for the performance of any terms of any exchange-traded futures contracts and commodity options.

     6.5 CONTRACTUAL OBLIGATIONS AND SIMILAR INVESTMENTS. From time to time, the Fund’s Investments may include Investments that are not ownership interests as may be represented by certificate (whether registered or bearer), by entry in a Securities Depository or by book entry agent, registrar or similar agent for recording ownership interests in the relevant Investment. If the Fund shall at any time acquire such Investments, including without limitation deposit obligations, loan participations, repurchase agreements and derivative arrangements, the Custodian shall (a) receive and retain, to the extent the same are provided to the Custodian, confirmations or other documents evidencing the arrangement; and (b) perform on the Fund’s account in accordance with the terms of the applicable arrangement, but only to the extent directed to do so by Instruction. The Custodian shall have no responsibility for agreements running to the Fund as to which it is not a party other than to retain, to the extent the same are provided to the Custodian,

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documents or copies of documents evidencing the arrangement and, in accordance with Instruction, to include such arrangements in reports made to the Fund.

     6.6 EXCHANGE OF SECURITIES. Unless otherwise directed by Instruction, the Custodian shall: (a) exchange securities held for the account of the Fund for other securities in connection with any reorganization, recapitalization, conversion, split-up, change of par value of shares or similar event, and (b) deposit any such securities in accordance with the terms of any reorganization or protective plan.

     6.7 SURRENDER OF SECURITIES. Unless otherwise directed by Instruction, the Custodian may surrender securities: (a) in temporary form for definitive securities; (b) for transfer into the name of an entity allowable under Section 5.3; and (c) for a different number of certificates or instruments representing the same number of shares or the same principal amount of indebtedness.

     6.8 RIGHTS, WARRANTS, ETC. Pursuant to Instruction, the Custodian shall (a) deliver warrants, puts, calls, rights or similar securities to the issuer or trustee thereof, or to any agent of such issuer or trustee, for purposes of exercising such rights or selling such securities, and (b) deposit securities in response to any invitation for the tender thereof.

     6.9 MANDATORY CORPORATE ACTIONS. Unless otherwise directed by Instruction, the Custodian shall: (a) comply with the terms of all mandatory or compulsory exchanges, calls, tenders, redemptions or similar rights of securities ownership affecting securities held on the Fund’s account and promptly notify the Fund of such action; and (b) collect all stock dividends, rights and other items of like nature with respect to such securities.

     6.10 INCOME COLLECTION. Unless otherwise directed by Instruction, the Custodian shall collect any amount due and payable to the Fund with respect to Investments (including without limitation dividends, interest and other income and distribution payable thereon) and promptly credit the amount collected to a Principal or Agency Account; provided, however, that the Custodian shall not be responsible for: (a) the collection of amounts due and payable with respect to Investments that are in default; or (b) the collection of cash or share entitlements with respect to Investments that are not registered in the name of the Custodian or its Subcustodians. The Custodian is hereby authorized to endorse and deliver any instrument required to be so endorsed and delivered to effect collection of any amount due and payable to the Fund with respect to Investments.

     6.11 OWNERSHIP CERTIFICATES AND DISCLOSURE OF THE FUND’S INTEREST. The Custodian is hereby authorized to execute on behalf of the Fund ownership certificates, affidavits or other disclosure required under Applicable Law or established market practice in connection with the receipt of income, capital gains or other payments by the Fund with respect to Investments, or in connection with the sale, purchase or ownership of Investments. With respect to

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securities issued in the United States of America, the Custodian MAY NOT release the identity of the Fund to an issuer which requests such information pursuant to the Shareholder Communications Act of 1985 for the specific purpose of direct communications between such issuer and the Fund. With respect to securities issued outside of the United States of America, information shall be released in accordance with law or custom of the particular country in which such security is located.

     6.12 PROXY MATERIALS. The Custodian shall promptly deliver, or cause to be delivered, to the Fund proxy forms, notices of meeting, and any other notices or announcements materially affecting or relating to Investments received by the Custodian or any nominee.

     6.13. TAXES. The Custodian shall use its good faith efforts consistent with the standard of care to obtain refunds of taxes withheld on dividends and interest payments received by the Fund that are available under applicable tax laws, treaties, and regulations. In the performance of its duties with respect to tax withholding and reclamation, the Custodian shall be entitled to rely on the advice of counsel and upon information and advice regarding the Fund’s tax status that is received from or on behalf of the Fund without duty of separate inquiry (subject to Section 13.9 herein).

     6.14 OTHER DEALINGS. The Custodian shall otherwise act as directed by Instruction, including without limitation effecting the free payments of moneys (including payments of dividends and distributions to Fund shareholders and payments of Fund expenses) or the free delivery of securities, provided that such Instruction shall indicate the purpose of such payment or delivery and that the Custodian shall record the party to whom such payment or delivery is made.

The Custodian shall attend to all nondiscretionary details in connection with the sale or purchase or other administration of Investments, except as otherwise directed by an Instruction, and may make payments to itself or others for minor expenses of administering Investments under this Agreement; provided that the Custodian shall account to the Fund with respect to such expenses.

In fulfilling the duties set forth in Sections 6.6 through 6.10 above, the Custodian shall transmit promptly to the Fund all written information (including, without limitation, pendency of calls and maturities of domestic securities and

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expirations of rights in connection with therewith and notices of exercise of call and put options written by the Fund and the maturity of futures contracts purchased or sold) received by the Custodian from issuers of the Investments being held for the Fund. With respect to tender or exchange offers, the Custodian shall transmit promptly to the Fund all written information received by the Custodian from issuers of the Investments whose tender or exchange is sought and from the party (or its agent) making the tender or exchange offer. If the Fund desires to take action with respect to any tender offer, exchange offer and any other similar transaction, the Fund shall notify the Custodian prior to the date on which the Custodian is to take such action.

7. CASH ACCOUNTS, DEPOSITS AND MONEY MOVEMENTS. Subject to the terms and conditions set forth in this Section 7, the Fund hereby authorizes the Custodian to open and maintain, with itself or with Subcustodians, cash accounts in United States Dollars, in such other currencies as are the currencies of the countries in which the Fund maintains Investments or in such other currencies as the Fund shall from time to time request by Instruction.

     7.1 TYPES OF CASH ACCOUNTS. Cash accounts opened on the books of the Custodian (PRINCIPAL ACCOUNTS) shall be opened in the name of the Fund. Such accounts collectively shall be a deposit obligation of the Custodian and shall be subject to the terms of this Section 7 and the general liability provisions contained in Section 10. Cash accounts opened on the books of a Subcustodian may be opened in the name of the Fund, in the name of the Custodian or in the name of the Custodian for its customers generally, but reflected on the books of the Custodian as being held for the Fund (AGENCY ACCOUNTS). Such deposits shall be obligations of the Subcustodian and shall be treated as an Investment of the Fund. Accordingly, the Custodian shall be responsible for exercising reasonable care in the administration of such accounts but shall not be liable for their repayment in the event such Subcustodian, by reason of its bankruptcy, insolvency or otherwise, fails to make repayment. Nothing in this section shall relieve the Custodian from responsibility for selection and monitoring of Foreign or Domestic Subcustodians with due care as required by the terms of this Agreement.

     7.2 PAYMENTS AND CREDITS WITH RESPECT TO THE CASH ACCOUNTS. The Custodian shall make payments from or deposits to any of said accounts in the course of carrying out its administrative duties, including but not limited to income collection with respect to the Fund’s Investments, payments of dividends and distributions to Fund shareholders, payments of Fund expenses, and otherwise in accordance with Instructions. The Custodian and its Subcustodians shall be required to credit amounts to the cash accounts only when moneys are actually received in cleared funds in accordance with banking practice in the country and currency of deposit. Any credit made to any Principal or Agency

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Account before actual receipt of cleared funds shall be provisional and may be reversed by the Custodian in the event such payment is not actually collected. The Custodian shall give the Fund prompt notice of any such reversal. Unless otherwise specifically agreed in writing by the Custodian or any Subcustodian, all deposits shall be payable only at the branch of the Custodian or Subcustodian where the deposit is made or carried.

     7.3 CURRENCY AND RELATED RISKS. Except as otherwise provided herein, the Fund bears risks of holding or transacting in any currency. Except as otherwise provided herein, the Custodian shall not be liable for any loss or damage arising from the applicability of any law or regulation now or hereafter in effect, or from the occurrence of any event, which may delay or adversely affect the transferability, convertibility or availability of any currency in the country (a) in which such Principal or Agency Accounts are maintained or (b) in which such currency is issued, and in no event shall the Custodian be obligated to make payment of a deposit denominated in a currency during the period during which its transferability, convertibility or availability has been prevented or adversely affected by any such law, regulation or event. Without limiting the generality of the foregoing, neither the Custodian nor any Subcustodian shall be required to repay any deposit made at a foreign branch of either the Custodian or Subcustodian if such branch cannot repay the deposit due to a cause for which the Custodian would not be responsible in accordance with the terms of Section 10 of this Agreement unless the Custodian or such Subcustodian expressly agrees in writing to repay the deposit under such circumstances. All currency transactions in any account opened pursuant to this Agreement are subject to exchange control regulations of the United States and of the country where such currency is the lawful currency or where the account is maintained. Any taxes, costs, charges or fees imposed on the convertibility of a currency held by the Fund shall be for the account of the Fund.

     7.4 FOREIGN EXCHANGE TRANSACTIONS. The Custodian shall, subject to the terms of this Section, settle foreign exchange transactions (including contracts, futures, options and options on futures) on behalf and for the account of the Fund with such currency brokers or banking institutions, including Subcustodians, as the Fund may direct pursuant to Instructions. The Custodian may act as principal in any foreign exchange transaction with the Fund in accordance with Section 7.4.2 of this Agreement. The obligations of the Custodian in respect of all foreign exchange transactions (whether or not the Custodian shall act as principal in such transaction) shall be contingent on the free, unencumbered transferability of the currency transacted on the actual settlement date of the transaction unless such limitation was also in effect on the trade date of the transaction.

     7.4.1 THIRD PARTY FOREIGN EXCHANGE TRANSACTIONS. The Custodian shall process foreign exchange transactions (including without limitation contracts, futures, options, and options on

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futures), where any third party acts as principal counterparty to the Fund on the same basis it performs duties as agent for the Fund with respect to any other of the Fund’s Investments. Accordingly the Custodian shall only be responsible for delivering or receiving currency on behalf of the Fund in respect of such contracts pursuant to Instructions. The Custodian shall not be responsible for the failure of any counterparty (including any Subcustodian) in such agency transaction to perform its obligations thereunder. The Custodian (a) shall transmit cash and Instructions to and from the currency broker or banking institution with which a foreign exchange contract or option has been executed pursuant hereto, (b) may make free outgoing payments of cash in the form of Dollars or foreign currency without receiving confirmation of a foreign exchange contract or option or confirmation that the countervalue currency completing the foreign exchange contract has been delivered or received or that the option has been delivered or received and (c) shall hold all confirmations, certificates and other documents and agreements received by the Custodian and evidencing or relating to such foreign exchange transactions in safekeeping. The Fund accepts full responsibility for its use of third-party foreign exchange dealers and for execution of said foreign exchange contracts and options, and understands that the Fund shall be responsible for any and all costs and interest charges which may be incurred by the Fund or the Custodian as a result of the failure or delay of third parties to deliver foreign exchange. Nothing in this section shall relieve the Custodian of its responsibility for its own actions in connection with such transactions.

     7.4.2 FOREIGN EXCHANGE WITH THE CUSTODIAN AS PRINCIPAL. The Custodian may undertake foreign exchange transactions with the Fund as principal as the Custodian and the Fund may agree from time to time. In such event, the foreign exchange transaction will be performed in accordance with the particular agreement of the parties, or in the event a principal foreign exchange transaction is initiated by Instruction in the absence of specific agreement, such transaction will be performed in accordance with the usual commercial terms of the Custodian.

     7.5 DELAYS. In the event that a delay shall have been caused by the negligence, bad faith or willful misconduct of the Custodian in carrying out an Instruction to credit or transfer cash, the Custodian shall be liable to and indemnify the Fund for damages, plus: (a) with respect to Principal Accounts, for interest to be calculated at the rate customarily paid on such deposit and currency by the Custodian on overnight deposits at the time the delay occurs for the period from the day when the transfer should have been effected until the day it is in fact effected; and, (b) with respect to Agency Accounts, for interest to be calculated at the rate customarily paid on such deposit and currency by the Subcustodian on overnight deposits at the time the delay occurs for the period from the day when the transfer should have been effected until the day it is in fact effected. The Custodian shall not be liable for delays in carrying out such Instructions to transfer cash that are not due to the Custodian’s own negligence, bad faith or willful misconduct.

     7.6 ADVANCES. If, for any reason in the proper conduct of its safekeeping duties pursuant to Section 5 hereof or its administration of the Fund’s assets pursuant to Section 6 hereof, the Custodian or any Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day), the Fund hereby does:

     7.6.1 acknowledge that the Fund shall have no right or title to any Investments purchased with such Advance save a right to receive such Investments upon: (a) the debit of the Principal or Agency Account; or, (b) if such debit would

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produce an overdraft in such account, other reimbursement of the associated Advance;

     7.6.2 grant to the Custodian a security interest in all Investments; and,

     7.6.3 agree that the Custodian may secure the resulting Advance by perfecting a security interest in all Investments under Applicable Law.

     Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign the security interest and any other rights granted to the Custodian hereunder to such Subcustodian. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in any Agency or Principal Account and (to the extent that cash is insufficient) to dispose of any Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has under this Section to a Subcustodian. Any security interest in Investments taken hereunder shall be treated as financial assets credited to securities accounts under Articles 8 and 9 of the Uniform Commercial Code (1997). Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a securities intermediary under such Articles 8 and 9.

     7.7 INTEGRATED ACCOUNT. For purposes hereof, deposits maintained in all Principal Accounts (whether or not denominated in Dollars) shall collectively constitute a single and indivisible current account with respect to a Fund’s obligations to the Custodian, or its assignee, and balances in such Principal Accounts shall be available for satisfaction of the Fund’s obligations under this Section 7. The Custodian shall further have a right of offset against the balances in any Agency Account maintained hereunder to the extent that the aggregate of all Principal Accounts is overdrawn.

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8. SUBCUSTODIANS AND SECURITIES DEPOSITORIES. Subject to the provisions hereinafter set forth in this Section 8, the Fund hereby authorizes the Custodian to utilize Securities Depositories to act on behalf of the Fund and to appoint from time to time and to utilize Subcustodians. With respect to Investments held by a Subcustodian, either directly or indirectly (including by a Securities Depository or Clearing Corporation), notwithstanding any provisions of this Agreement to the contrary, payment for securities purchased and delivery of securities sold may be made prior to receipt of securities or payment, respectively, and securities or payment may be received in a form, in accordance with (a) governmental regulations, (b) rules of Securities Depositories and clearing agencies, (c) generally accepted trade practice in the applicable local market, (d) the terms and characteristics of the particular Investment, or (e) the terms of Instructions.

     8.1 DOMESTIC SUBCUSTODIANS AND SECURITIES DEPOSITORIES. The Custodian may deposit and/or maintain, either directly or through one or more agents appointed by the Custodian, Investments of the Fund in any Securities Depository in the United States, including The Depository Trust Company, provided such Depository meets applicable requirements of the Federal Reserve Bank and of the Securities and Exchange Commission. The Custodian may, at any time and from time to time, appoint any bank as defined in Section 2(a)(5) of the 1940 Act meeting the requirements of a custodian under Section 17(f) of the 1940 Act and the rules and regulations thereunder, to act on behalf of the Fund as a Subcustodian for purposes of holding Investments of the Fund in the United States. The Custodian shall only use depositories that qualify as such under Rule 17f-4 and shall hold Investments of the Fund in such depositories in a manner consistent with the provisions of the rule governing the manner in which a custodian may maintain securities in such a depository.

     8.2 FOREIGN SUBCUSTODIANS AND SECURITIES DEPOSITORIES. Unless instructed otherwise by the Fund, the Custodian may deposit and/or maintain non-U.S. Investments of the Fund in any non-U.S. Securities Depository provided such Securities Depository meets the requirements of an “eligible securities depository” under Rule 17f-7 promulgated under the 1940 Act, or any successor rule or regulation (“Rule 17f-7”) or which by order of the Securities and Exchange Commission is exempted therefrom. Prior to the time that securities are placed with such depository, but subject to the provisions of Section 8.2.4 below, the Custodian shall have prepared and delivered to the Fund a written assessment of the custody risks associated with maintaining assets with

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the Securities Depository and shall have established a system to monitor such risks on a continuing basis in accordance with subsection 8.2.3 of this Section. Additionally, the Custodian may, at any time and from time to time, appoint (a) any bank, trust company or other entity meeting the requirements of an “eligible foreign custodian” under Rule 17f-5 or which by order of the Securities and Exchange Commission is exempted therefrom, or (b) any bank as defined in Section 2(a)(5) of the 1940 Act meeting the requirements of a custodian under Section 17(f) of the 1940 Act and the rules and regulations thereunder, to act on behalf of the Fund as a Subcustodian for purposes of holding Investments of the Fund outside the United States in accordance with the Delegation Schedule. Such appointment of foreign Subcustodians shall be subject to approval of the Fund in accordance with Subsections 8.2.1 and 8.2.2 hereof, and use of non-U.S. Securities Depositories shall be subject to the terms of Subsections 8.2.3 and 8.2.4 hereof. An Instruction to open an account in a given country shall comprise authorization of the Custodian to hold assets in such country in accordance with the terms of this Agreement. The Custodian shall not be required to make independent inquiry as to the Fund’s ability to invest in such country. Nothing in this Section shall relieve the Custodian of its responsibility for performance of its duties under Section 8.2.3 or the Delegation Schedule.

     8.2.1 BOARD APPROVAL OF FOREIGN SUBCUSTODIANS. Unless and except to the extent that the Board has delegated to and the Custodian has accepted delegation of review of certain matters concerning the appointment of Subcustodians pursuant to Subsection 8.2.2 below, the Custodian shall, prior to the appointment of any Subcustodian for purposes of holding Investments of the Fund outside the United States, obtain written confirmation of the approval of the Board of Trustees or Directors of the Fund with respect to (a) the identity of a Subcustodian, and (b) the Subcustodian agreement which shall govern such appointment, such approval to be signed by an Authorized Person.

     8.2.2 DELEGATION OF BOARD REVIEW OF SUBCUSTODIANS. From time to time, the Custodian may agree to perform certain reviews of Subcustodians and of Subcustodian Contracts as delegate of the Fund’s Board. In such event, the Custodian’s duties and obligations with respect to this delegated review will be performed in accordance with the terms of the attached Delegation Schedule to this Agreement.

     8.2.3 MONITORING AND RISK ASSESSMENT OF SECURITIES DEPOSITORIES. Prior to the placement of any assets of the Fund with a non-U.S. Securities Depository, the Custodian: (a) shall provide to the Fund or its authorized representative a written assessment of the custody risks associated with maintaining assets within such Securities Depository, which shall include a determination as to whether the Securities Depository qualifies as an “eligible securities depository” as defined under Rule 17f-7; (b) shall have established a system to monitor the custody risks associated with maintaining assets with such Securities Depository and the continued qualification of the Depository as an “eligible securities depository” on a continuing basis, and to promptly notify the Fund or its Investment Adviser of any material changes in such risk or qualification; and (c) will promptly notify Fund in writing of any such material changes. In performing its duties under this subsection, the Custodian shall use reasonable care, prudence and diligence, and may rely on such reasonable sources of information as may be available including but not limited to: (i) published ratings; (ii) information supplied by a Subcustodian that is a participant in such Securities Depository;

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          (iii) industry surveys or publications; (iv) information supplied by the depository itself, by its auditors (internal or external) or by the relevant Foreign Financial Regulatory Authority. It is acknowledged that information procured through some or all of these sources may not be independently verifiable by the Custodian and that direct access to Securities Depositories is limited under most circumstances. Accordingly, the Custodian shall not be responsible for errors or omissions in its duties hereunder provided that it has acted with reasonable care in performing its monitoring and assessment duties, gathering such information, choosing such sources, and relying on such information and sources. The risk assessment shall be provided to the Fund or its Investment Advisor by such means as the Custodian and Fund shall reasonably agree. Advices of material change in such assessment may be provided by the Custodian in the manner established as customary between the Fund and the Custodian for transmission of material market information.

     8.3 RESPONSIBILITY FOR SUBCUSTODIANS. Except as provided in the last sentence of this Section 8.3, the Custodian shall be liable to the Fund for any loss or damage to the Fund caused by or resulting from the acts or omissions of any Subcustodian to the extent that the Custodian would be liable to the Fund hereunder.

     8.4 NEW COUNTRIES. The Custodian and the Fund will work together in good faith to arrange for custody in such new markets as the Fund may request, recognizing that it may not be possible to secure an eligible foreign custodian meeting the requirements of Rule 17f-5 under the Act. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Subcustodian is authorized to act in order that the Custodian shall, if it deems appropriate to do so, have sufficient time to establish a subcustodial arrangement in accordance herewith. In the event, however, the Custodian is unable to establish such arrangements prior to the time such investment is to be acquired, the Custodian is authorized to designate at its discretion a local safekeeping agent, and the use of such local safekeeping agent shall be at the sole risk of the Fund.

     9. THIRD PARTY SECURITIES LENDING. In addition to the Custodian’s other responsibilities hereunder, the Fund hereby directs the Custodian to, among the other activities as shall be set forth in the 3rd Party Lending Agent/BBH&Co. Securities Lending Operating Document (the “Guidelines”) by and among the Fund, the Custodian and the Fund’s designated third party lending agent (the “Lending Agent”), deliver securities out of custody to a borrower and to receive securities from a borrower (the “Securities Lending Activities”) in accordance with instructions received from time to time from the Lending Agent. In so directing the Custodian, both parties agree that the Custodian shall be responsible for exercising reasonable care in acting on the instructions of the Lending Agent. But, absent Custodian’s negligence, bad faith and willful misconduct in the performance of its duties under this Agreement, the Custodian shall not be liable to the Fund for the acts or omissions of the Lending Agent and for any risks in connection with Securities Lending Activities. Accordingly, the Fund hereby acknowledges certain risks inherent in the lending of securities

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through a third party lending agent, including, but not limited to such risks as outlined below, and agrees that such risks are for the account of the Fund:

o the failure or insolvency of any third party (including any issuer of any of security which is a part of the Securities Lending Activities or book-entry or other agent of such an issuer, any counterparty with respect to any such securities, a borrower, the Lending Agent, or any other third parties similarly beyond the control or choice of the Custodian);

o the default of a borrower and any resulting damages;

o the late return of loaned securities by the borrower which results in market buy-ins, or failed trades and the penalties and costs related thereto resulting from the late return of a loan, a late or incorrect loan instruction, or any other reason for which the Custodian is not responsible;

o the failure of any third party including the Lending Agent to inform the Custodian, the Fund or a borrower of pending corporate actions;

o the failure of the Custodian to inform the Lending Agent, the Fund or a borrower of pending corporate actions for securities of a particular issuer on loan, but only to the extent that all such securities are on loan when the Custodian receives notice of the corporate action;

o the receipt of collateral in connection with securities lending activities (including any mark to market of an outstanding loan), which shall be held by the Lending Agent or its agent;

o the market risks associated with the investment of collateral;

o the legal, tax or regulatory issues inherent in any jurisdiction in which securities are loaned; and

o the failure of the Lending Agent to properly safe keep and administer any securities of the Fund held overnight by the Lending Agent.

The Fund further acknowledges and agrees in connection with the Securities Lending Activities, that the Custodian in its sole discretion may refuse to settle any transaction for certain types of securities, or any transaction occurring in certain markets in contravention of applicable law or regulation or which might give rise to material adverse tax consequences. In the event that the Fund or its Lending Agent transmits an instruction to which the previous sentence applies, the Custodian shall promptly provide the Fund with written or other agreed-form notice of such fact.

10. RESPONSIBILITY OF THE CUSTODIAN. In performing its duties and obligations hereunder, the Custodian shall exercise good faith, and use reasonable care. Subject to the specific provisions of this Section, the Custodian shall be

17

liable for any damage incurred by the Fund in consequence of the Custodian’s (or its employees, partners or officers) negligence, bad faith or willful misconduct. In no event shall either party be liable hereunder to the other for any special, indirect, punitive or consequential damages arising out of, pursuant to or in connection with this Agreement. It is agreed that, except as otherwise provided herein, the Custodian shall have no duty to assess the risks inherent in the Fund’s Investments or to provide investment advice with respect to such Investments and that the Fund as principal shall bear any risks attendant to particular Investments such as failure of counterparty or issuer.

     10.1 LIMITATIONS OF PERFORMANCE. The Custodian shall not be responsible under this Agreement for any failure to perform its duties, and shall not liable hereunder for any loss or damage in association with such failure to perform, for or in consequence of the following causes:

               10.1.1 FORCE MAJEURE. FORCE MAJEURE shall mean any circumstance or event which is beyond the reasonable control of the Fund, Custodian, a Subcustodian or any agent of the Custodian or a Subcustodian and which adversely affects the performance by the Fund or the Custodian of its obligations hereunder, by the Subcustodian of its obligations under its Subcustody Agreement or by any other agent of the Custodian or the Subcustodian, including any event beyond the relevant party’s reasonable control which caused by, arising out of or involving (a) an act of God, (b) accident, fire, water damage or explosion, (c) any computer, system or other equipment failure or malfunction caused by any computer virus or the malfunction or failure of any communications medium, (d) any interruption of the power supply or other utility service, (e) any strike or other work stoppage, whether partial or total, (f) any delay or disruption resulting from or reflecting the occurrence of any Sovereign Risk, (g) any disruption of, or suspension of trading in, the securities, commodities or foreign exchange markets, whether or not resulting from or reflecting the occurrence of any Sovereign Risk, (h) any encumbrance on the transferability of a currency or a currency position on the actual settlement date of a foreign exchange transaction, whether or not resulting from or reflecting the occurrence of any Sovereign Risk, or (i) any other cause similarly beyond the party’s reasonable control.

     The Fund shall not be responsible under this Agreement and shall not be liable hereunder for any loss or damage in consequence of any Force Majeure circumstance or event.

               10.1.2 COUNTRY RISK. COUNTRY RISK shall mean, with respect to the acquisition, ownership, settlement or custody of Investments in a jurisdiction, all risks relating to, or arising in consequence of, systemic and markets factors affecting the acquisition, payment for or ownership of Investments including (a) the prevalence of crime and corruption, (b) the inaccuracy or unreliability of business and financial information, (c) the instability or volatility of banking and financial systems, or the absence or inadequacy of an infrastructure to support such systems, (d) custody and settlement infrastructure of the market in which such Investments are transacted and held, (e) the acts, omissions and operation of any Securities Depository, (f) the risk of the bankruptcy or insolvency of banking agents, counterparties to cash and securities transactions, registrars or transfer agents, and (g) the existence of market conditions which prevent the orderly execution or settlement of transactions or which affect the value of assets. Nothing under this section shall relieve the Custodian of its responsibilities under Section 8.2.3 of this Agreement or the Delegation Schedule attached hereto.

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               10.1.3 SOVEREIGN RISK. SOVEREIGN RISK shall mean, in respect of any jurisdiction, including the United States of America, where Investments is acquired or held hereunder or under a Subcustody Agreement, all risks of (a) any act of war, terrorism, riot, insurrection or civil commotion, (b) the imposition of any investment, repatriation or exchange control restrictions by any governmental authority, (c) the confiscation, expropriation or nationalization of any Investments by any governmental authority, whether de facto or de jure, (iv) any devaluation or revaluation of the currency, (d) the imposition of taxes, levies or other charges affecting Investments, (vi) any change in the Applicable Law, or (e) any other economic or political risk incurred or experienced.

     Nothing in this section shall relieve Custodian of its obligations under Section 8.2.3.

     10.2. LIMITATIONS ON LIABILITY. The Custodian shall not be liable for any loss, claim, damage or other liability arising from the following causes:

               10.2.1 FAILURE OF THIRD PARTIES. The failure of any third party (other than a Subcustodian or agent for which the Custodian is responsible in accordance with the terms of this Agreement) including: (a) any issuer of Investments or book-entry or other agent of and issuer; (b) any counterparty with respect to any Investment, including any issuer of exchange-traded or other futures, option, derivative or commodities contract; (c) failure of an Investment Advisor, Foreign Custody Manager or other agent (other than a Subcustodian or agent for which the Custodian is responsible in accordance with the terms of this Agreement) of the Fund; or (d) failure of other third parties similarly beyond the control or choice of the Custodian.

               10.2.2 INFORMATION SOURCES. The Custodian may rely upon information received from issuers of Investments or agents of such issuers, information received from Subcustodians and from other commercially reasonable sources such as commercial data bases, but shall not be responsible for specific inaccuracies in such information, provided that the Custodian has relied upon such information in good faith and has acted with reasonable care.

               10.2.3 RELIANCE ON INSTRUCTION. Action by the Custodian or the Subcustodian in accordance with an Instruction, even when such action conflicts with, or is contrary to any provision of, the Fund’s declaration of trust, certificate of incorporation or by-laws, Applicable Law, or actions by the trustees, directors or shareholders of the Fund.

               10.2.4 RESTRICTED SECURITIES. The limitations inherent in the rights, transferability or similar investment characteristics of a given Investment of the Fund.

11. INDEMNIFICATION. Except for such claims and liabilities as may arise from the negligence, bad faith willful misconduct or other breach of this Agreement, each Fund hereby indemnifies the Custodian and each Subcustodian, and their respective agents, nominees and the partners, employees, officers and directors, and agrees to hold each of them harmless from and against all claims and liabilities, including counsel fees and taxes, incurred or assessed against any of them in connection with the performance of this Agreement, any Instruction and the Securities Lending Activities. If a Subcustodian or any other person indemnified under the preceding sentence, gives written notice of claim to the

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Custodian, the Custodian shall promptly give written notice to the Fund. Not more than thirty (30) days following the date of such notice, unless the Custodian shall be liable under Section 8 hereof in respect of such claim, the Fund will pay the amount of such claim or reimburse the Custodian for any payment made by the Custodian in respect thereof. Except for such claims and liabilities as may arise from the Fund’s negligence, bad faith, willful misconduct or other breach of this Agreement, the Custodian hereby indemnifies the Fund and its employees, officers, trustees and agents, and agrees to hold each of them harmless from and against all claims and liabilities, including counsel fees and taxes, incurred or assessed against any of them for which the Custodian is responsible under this Agreement.

12. REPORTS AND RECORDS. The Custodian shall:

     12.1 create and maintain records relating to the performance of its obligations under this Agreement (including without limitation such reports as may be required pursuant to Section 31(a) of the 1940 Act and the rules thereunder) ;

     12.2 make available to the Fund, its auditors, agents and employees, during regular business hours of the Custodian, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to paragraph 12.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and

     12.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein.

     The Fund shall examine all records, howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is understood that the Custodian now obtains and will in the future obtain information on the value of assets from outside sources that may be utilized in certain reports made available to the Fund. The Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly shall be without liability in selecting and using such sources and furnishing such information.

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13. MISCELLANEOUS.

     13.1 LIMITATION OF LIABILITY. The execution and delivery of this Agreement have been authorized by the Board of Trustees of each Fund and signed by an authorized officer of each Fund, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any of the Trustees or Shareholders of the Funds, but bind only the appropriate property of the Fund, portfolio, or Class, as provided in the relevant Trust’s Declaration of Trust. Further, no Fund or portfolio will be liable or responsible for the acts, omissions or obligations of another Fund or portfolio.

     13.2 PROXIES, ETC. The Fund will promptly execute and deliver, upon request, such proxies, powers of attorney or other instruments as may be necessary or desirable for the Custodian to provide, or to cause any Subcustodian to provide, the services contemplated by this Agreement.

     13.3 ENTIRE AGREEMENT. Except as specifically provided herein, this Agreement (together with any exhibits, schedules or other agreements or documents referenced herein) constitutes the entire agreement between the Fund and the Custodian with respect to the subject matter hereof. Accordingly, this Agreement supersedes any custody agreement or other oral or written agreements heretofore in effect between the Fund and the Custodian with respect to the custody of the Fund’s Investments.

     13.4 WAIVER AND AMENDMENT. No provision of this Agreement may be waived, amended or modified, and no addendum to this Agreement shall be or become effective, or be waived, amended or modified, except by an instrument in writing executed by the party against which enforcement of such waiver, amendment or modification is sought; provided, however, that an Instruction shall, whether or not such Instruction shall constitute a waiver, amendment or modification for purposes hereof, shall be deemed to have been accepted by the Custodian when it commences actions pursuant thereto or in accordance therewith.

     13.5 GOVERNING LAW AND JURISDICTION. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND BE GOVERNED BY THE LAWS OF, THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW OF SUCH STATE. The parties hereby agree to the non-exclusive jurisdiction of federal courts sitting in the State of New York or the Commonwealth of Massachusetts, or of the State courts of

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either such State or such Commonwealth.

     13.6 NOTICES. Notices and other writings contemplated by this Agreement, other than Instructions, shall be delivered (a) by hand, (b) by first class registered or certified mail, postage prepaid, return receipt requested, (c) by a nationally recognized overnight courier, or (d) by facsimile transmission, provided that any notice or other writing sent by facsimile transmission shall also be mailed, postage prepaid, to the party to whom such notice is addressed. All such notices shall be addressed, as follows:

If to the Fund:

     Attn:          ]

Telephone:      [     ]
Facsimile       [     ]

If to the Custodian:

Brown Brothers Harriman & Co.
40 Water Street
Boston, Massachusetts 02109
     Attn: Manager, Securities Department
Telephone:      (617) 772-1818
Facsimile:      (617) 772-2263,

     or such other address as the Fund or the Custodian may have designated in writing to the other.

     13.7 HEADINGS. Paragraph headings included herein are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof.

     13.8 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. This Agreement shall become effective when one or more counterparts have been signed and delivered by the Fund and the Custodian.

     13.9 CONFIDENTIALITY. The parties hereto agree that each shall treat confidentially the terms and conditions of this Agreement and all information provided by each party to the other regarding its business and operations. All

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confidential information provided by a party hereto shall be used by any other party hereto solely for the purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is required to be disclosed by or to any bank examiner of the Custodian or any Subcustodian, any Regulatory Authority, any auditor of the parties hereto, or by judicial or administrative process or otherwise by Applicable Law.

     13.10 COUNSEL. In fulfilling its duties hereunder, the Custodian shall be entitled to receive and act upon the advice of (i) counsel regularly retained by the Custodian in respect of such matters, (ii) counsel for the Fund or (iii) such counsel as the Fund and the Custodian may agree upon, with respect to all matters, and, provided that the Fund has been appropriately notified of such advice, the Custodian shall be without liability for any action reasonably taken or omitted pursuant to such advice.

14. DEFINITIONS. The following defined terms will have the respective meanings set forth below.

     14.1 ADVANCE(S) shall mean any extension of credit by or through the Custodian or by or through any Subcustodian and shall include amounts paid to third parties for account of the Fund or in discharge of any expense, tax or other item payable by the Fund.

     14.2 AGENCY ACCOUNT(S) shall mean any deposit account opened on the books of a Subcustodian or other banking institution in accordance with Section 7.1 hereof.

     14.3 AGENT(S) shall have the meaning set forth in the last sentence of Section 6 hereof.

     14.4 APPLICABLE LAW shall mean with respect to each jurisdiction, all (a) laws, statutes, treaties, regulations, guidelines (or their equivalents); (b) orders, interpretations licenses and permits; and (c) judgments, decrees, injunctions writs, orders and similar actions by a court of competent jurisdiction; compliance with which is required or customarily observed in such jurisdiction.

     14.5 AUTHORIZED PERSON(S) shall mean any person or entity authorized to give Instructions on behalf of the Fund in accordance with Section 4.1 hereof.

     14.6 BOOK-ENTRY AGENT(S) shall mean an entity acting as agent for the issuer of Investments for purposes of recording ownership or similar entitlement to Investments, including without limitation a transfer agent or registrar.

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     14.7 CLEARING CORPORATION shall mean any entity or system established for purposes of providing securities settlement and movement and associated functions for a given market.

     14.8 DELEGATION SCHEDULE shall mean any schedule entered into between the Custodian and the Fund or its authorized representative with respect to certain matters concerning the appointment and administration of Subcustodians delegated to the Custodian pursuant to Rule 17f-5 under the 1940 Act.

     14.9 ELECTRONIC AND ONLINE SERVICES SCHEDULE shall mean any schedule to this agreement entered into between the Custodian and the Fund or its authorized representative with respect to certain matters concerning electronic and online services as described therein and as may be made available from time to time by the Custodian to the Fund.

     14.10 ELECTRONIC REPORTS shall mean any reports prepared by the Custodian and remitted to the Fund or its authorized representative via the internet or electronic mail.

     14.11 FOREIGN CUSTODY MANAGER shall mean the Fund’s foreign custody manager appointed pursuant to Rule 17f-5 under the 1940 Act.

     14.12 FOREIGN FINANCIAL REGULATORY AUTHORITY shall have the meaning given by Section 2(a)(50) of the 1940 Act.

     14.13 FUNDS TRANSFER SERVICES SCHEDULE shall mean any schedule entered into between the Custodian and the Fund or its authorized representative with respect to certain matters concerning the processing of payment orders from Principal Accounts of the Fund.

     14.14 GUIDELINES shall have the meaning assigned in Section 9 hereof.

     14.15 GLOBAL CUSTODY NETWORK LISTING shall mean the Countries approved by the Fund and Subcustodians SELECTED by the Custodian in connection with Investments in non-U.S. Markets.

     14.16 INSTRUCTION(S) shall have the meaning assigned in Section 4 hereof.

     14.17 INVESTMENT ADVISOR shall mean any person or entity that is an Authorized Person to give Instructions with respect to the investment and reinvestment of the Fund’s Investments.

     14.18 INVESTMENT(S) shall mean any investment asset of the Fund, including without limitation securities, bonds, notes, and debentures as well as receivables, derivatives, contractual rights or entitlements and other intangible assets.

     14.19 LENDING AGENT shall have the meaning assigned in Section 9 hereof.

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     14.20 MARGIN ACCOUNT shall have the meaning set forth in Section 6.4 hereof.

     14.21 PRINCIPAL ACCOUNT(S) shall mean deposit accounts of the Fund carried on the books of BBH&Co. as principal in accordance with Section 7 hereof.

     14.22 SAFEKEEPING ACCOUNT shall mean an account established on the books of the Custodian or any Subcustodian for purposes of segregating the interests of the Fund (or clients of the Custodian or Subcustodian) from the assets of the Custodian or any Subcustodian.

     14.23 SECURITIES DEPOSITORY shall mean a central or book entry system or agency established under Applicable Law for purposes of recording the ownership and/or entitlement to investment securities for a given market that, if a foreign Securities Depository, meets the definitional requirements of Rule 17f-7 under the 1940 Act.

     14.24 SECURITIES LENDING ACTIVITIES shall have the meaning assigned in Section 9 hereof.

     14.25 SUBCUSTODIAN(S) shall mean each bank appointed by the Custodian pursuant to Section 8 hereof, but shall not include Securities Depositories.

     14.26 TRI-PARTY AGREEMENT shall have the meaning set forth in Section 6.4 hereof.

     14.27 1940 ACT shall mean the Investment Company Act of 1940.

15. COMPENSATION. The Fund agrees to pay to the Custodian (a) a fee in an amount set forth in the fee letter between the Fund and the Custodian in effect on the date hereof or as amended from time to time, and (b) all out-of-pocket expenses incurred by the Custodian, including the fees and expenses of all Subcustodians, and payable from time to time provided that such fees and expenses are timely accounted to the Fund. Amounts payable by the Fund under and pursuant to this Section 14 shall be payable by wire transfer to the Custodian at BBH&Co. in New York, New York.

16. TERMINATION. This Agreement may be terminated by either party in accordance with the provisions of this Section. The provisions of this Agreement and any other rights or obligations incurred or accrued by any party hereto prior to

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termination of this Agreement shall survive any termination of this Agreement. Upon termination the Custodian shall take reasonable and customary steps to facilitate transition including, without limitation, the transfer of Fund records.

     16.1 NOTICE AND EFFECT. This Agreement may be terminated by either party by written notice effective no sooner than seventy-five (75) consecutive calendar days following the date that notice to such effect shall be delivered to other party at its address set forth in paragraph 13.5 hereof.

     16.2 SUCCESSOR CUSTODIAN. In the event of the appointment of a successor custodian, it is agreed that the Investments of the Fund held by the Custodian or any Subcustodian shall be delivered to the successor custodian in accordance with reasonable Instructions. The Custodian agrees to cooperate with the Fund in the execution of documents and performance of other actions necessary or desirable in order to facilitate the succession of the new custodian. If no successor custodian shall be appointed, the Custodian shall in like manner transfer the Fund’s Investments in accordance with Instructions.

     16.3 DELAYED SUCCESSION. If no Instruction has been given as of the effective date of termination, Custodian may at any time on or after such termination date and upon ten (10) consecutive calendar days written notice to the Fund either (a) deliver the Investments of the Fund held hereunder to the Fund at the address designated for receipt of notices hereunder; or (b) deliver any investments held hereunder to a bank or trust company having a capitalization of $2,000,000 USD equivalent and operating under the Applicable law of the jurisdiction where such Investments are located, such delivery to be at the risk of the Fund. In the event that Investments or moneys of the Fund remain in the custody of the Custodian or its Subcustodians after the date of termination owing to the failure of the Fund to issue Instructions with respect to their disposition or owing to the fact that such disposition could not be accomplished in accordance with such Instructions despite diligent efforts of the Custodian, the Custodian shall be entitled to compensation for its services with respect to such Investments and moneys during such period as the Custodian or its Subcustodians retain possession of such items and the provisions of this Agreement shall remain in full force and effect until disposition in accordance with this Section is accomplished.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed as of the date first above written.

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BROWN BROTHERS HARRIMAN & CO.		STI CLASSIC FUNDS AND STI CLASSIC VARIABLE TRUST
By:	/s/ Stokley P. Towles	By:	/s/ Timothy D. Barto
Name:	Stokley P. Towles	Name:	Timothy D. Barto
Title:	Partner	Title:	Vice President
Date:	February 11, 2003	Date:	February 13, 2003

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FUNDS TRANSFER SERVICES SCHEDULE TO CUSTODIAN AGREEMENT

1. EXECUTION OF PAYMENT ORDERS. Brown Brothers Harriman & Co. (the CUSTODIAN) is hereby instructed by STI Classic Funds and STI Classic Variable Trust (the COMPANY) to execute each payment order, whether denominated in United States dollars or other applicable currencies, received by the Custodian in the Company’s name as sender and authorized and confirmed by an Authorized Person as defined in a Custodian Agreement dated as of January 29, 2003 by and between the Custodian and the Company, as amended or restated from time thereafter (the AGREEMENT), provided that the Company has sufficient available funds on deposit in a Principal Account as defined in the Agreement and provided that the order (i) is received by the Custodian in the manner specified in this Funds Transfer Services Schedule or any amendment hereafter; (ii) complies with any written instructions and restrictions of the Company as set forth in this Funds Transfer Services Schedule or any amendment hereafter; (iii) is authorized by the Company or is verified by the Custodian in compliance with a security procedure set forth in Paragraph 2 below for verifying the authenticity of a funds transfer communication sent to the Custodian in the name of the Company or for the detection of errors set forth in any such communication; and (iv) contains sufficient data to enable the Custodian to process such transfer.

2. SECURITY PROCEDURE. The Company hereby elects to use the procedure selected below as its security procedure (the SECURITY PROCEDURE). The Security Procedure will be used by the Custodian to verify the authenticity of a payment order or a communication amending or canceling a payment order. The Custodian will act on instructions received provided the instruction is authenticated by the Security Procedure. The Company agrees and acknowledges in connection with (i) the size, type and frequency of payment orders normally issued or expected to be issued by the Company to the Custodian, (ii) all of the security procedures offered to the Company by the Custodian, and (iii) the usual security procedures used by customers and receiving banks similarly situated, that authentication through the Security Procedure shall be deemed commercially reasonable for the authentication of all payment orders submitted to the Custodian. The Company hereby elects (PLEASE CHOOSE ONE) the following Security Procedure as described below:

     [ ] BIDS AND BIDS WORLDVIEW PAYMENT PRODUCTS. BIDS and BIDS Worldview Payment Products, are on-line payment order authorization facilities with built-in authentication procedures. The Custodian and the Company shall each be responsible for maintaining the confidentiality of passwords or other codes to be used by them in connection with BIDS. The Custodian will act on instructions received through BIDS without duty of further confirmation unless the Company notifies the Custodian that its password is not secure.

     [ ] SWIFT. The Custodian and the Company shall comply with SWIFT’s authentication procedures. The Custodian will act on instructions received via SWIFT provided the instruction is authenticated by the SWIFT system.

     [ ] TESTED TELEX. The Custodian will accept payment orders sent by tested telex, provided the test key matches the algorithmic key the Custodian and Company have agreed to use.

     [ ] COMPUTER TRANSMISSION. The Custodian is able to accept transmissions sent from the Company’s computer facilities to the Custodian’s computer facilities provided such transmissions are encrypted and digitally certified or are otherwise authenticated in a reasonable manner based on available technology. Such procedures shall be established in an operating protocol between the Custodian and the Company.

     [ ] TELEFAX INSTRUCTIONS. A payment order transmitted to the Custodian by telefax transmission shall transmitted by the Company to a telephone number specified from time to time by the Custodian for such purposes.

     If it detects no discrepancies, the Custodian will then either:

               1. If the telefax requests a repetitive payment order, the Custodian may call the Company at its last known telephone number, request to speak to the Company or Authorized Person, and confirm the authorization and the details of the payment order (a CALLBACK); or

               2. If the telefax requests a non-repetitive order, the Custodian will perform a Callback.

     All faxes must be accompanied by a fax cover sheet that indicates the sender’s name, company name, telephone number, fax number, number of pages, and number of transactions or instructions attached.

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     [ ] Telephonic. A telephonic payment order shall be called into the Custodian at the telephone number designated from time to time by the Custodian for that purpose. The caller shall identify herself/himself as an Authorized Person. The Custodian shall obtain the payment order data from the caller. The Custodian shall then:

               1. If a telephonic repetitive payment order, the Custodian may perform a Callback; or

               2. If a telephonic non-repetitive payment order, the Custodian will perform a Callback.

In the event the Company chooses a procedure which is not a Security Procedure as described above, the Company agrees to be bound by any payment order (whether or not authorized) issued in its name and accepted by the Custodian in compliance with the procedure selected by the Company.

3. REJECTION OF PAYMENT ORDERS. The Custodian shall give the Company prompt notice of the Custodian’s rejection of a payment order. Such notice may be given in writing or orally by telephone, each of which is hereby deemed commercially reasonable. In the event the Custodian fails to execute a properly executable payment order and fails to give the Company immediate notice of the Custodian’s non-execution, the Custodian shall be liable only for the Company’s actual damages. Notwithstanding anything in this Funds Transfer Services Schedule and the Agreement to the contrary, the Custodian shall in no event be liable for any consequential or special damages under this Funds Transfer Services Schedule, even if the Custodian has been advised of the possibility of such damages.

4. CANCELLATION OF PAYMENT ORDERS. The Company may cancel a payment order but the Custodian shall have no liability for the Custodian’s failure to act on a cancellation instruction unless the Custodian has received such cancellation instruction at a time and in a manner affording the Custodian reasonable opportunity to act prior to the Custodian’s execution of the order. Any cancellation shall be sent and confirmed in the manner set forth in Paragraph 2 above.

5. RESPONSIBILITY FOR THE DETECTION OF ERRORS AND UNAUTHORIZED PAYMENT ORDERS. Except as may be provided, the Custodian is not responsible for detecting any Company error contained in any payment order sent by the Company to the Custodian. In the event that the Company’s payment order to the Custodian either (i) identifies the beneficiary by both a name and an identifying or bank account number and the name and number identify different persons or entities, or (ii) identifies any bank by both a name and an identifying number and the number identifies a person or entity different from the bank identified by name, execution of the payment order, payment to the beneficiary, cancellation of the payment order or actions taken by any bank in respect of such payment order may be made solely on the basis of the number. The Custodian shall not be liable for interest on the amount of any payment order that was not authorized or was erroneously executed unless the Company so notifies the Custodian within thirty (30) business days following the Company’s receipt of notice that such payment order had been processed. If a payment order in the name of the Company and accepted by the Custodian was not authorized by the Company, the liability of the parties will be governed by the applicable provisions of UCC 4A.

6. LAWS AND REGULATIONS. The rights and obligations of the Custodian and the Company with respect to any payment order executed pursuant to this Funds Transfer Services Schedule will be governed by any applicable laws, regulations, circulars and funds transfer system rules, the laws and regulations of the United States of America and of other relevant countries including exchange control regulations and limitations on dealings or other sanctions, and including without limitation those sanctions imposed under the law of the United States of America by the Office of Foreign Assets Control (OFAC). The Custodian represents and warrants that it has established and maintains controls and procedures reasonably designed to comply with OFAC regulations, and with all applicable anti-money laundering laws or regulations, including but not limited to the USA Patriot Act of 2001. Any taxes, fines, costs, charges or fees imposed by relevant authorities on such transactions shall be for the account of the Company.

7. MISCELLANEOUS. All accounts opened by the Company or its authorized agents at the Custodian subsequent to the date hereof shall be governed by this Funds Transfer Schedule. All terms used in this Funds Transfer Services Schedule shall have the meaning set forth in Article 4A of the Uniform Commercial Code as currently in effect in the State of New York (UCC 4A) unless otherwise set forth herein. The terms and conditions of this Funds Transfer Services Schedule are in addition to, and do not modify or otherwise affect, the terms and conditions of the Agreement and any other agreement or arrangement between the parties hereto. The execution and delivery of this Agreement have been authorized by the Board of Trustees of each Fund and signed by an authorized officer of each Fund, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any of the Trustees or

29

Shareholders of the Funds, but bind only the appropriate property of the Fund, portfolio, or Class, as provided in the relevant Trust’s Declaration of Trust. Further, no Fund or portfolio will be liable or responsible for the acts, omissions or obligations of another Fund or portfolio.

8. INDEMNIFICATION. The Custodian does not recommend the sending of instructions by telefax or telephonic means as provided in Paragraph 2. BY ELECTING TO SEND INSTRUCTIONS BY TELEFAX OR TELEPHONIC MEANS, THE COMPANY AGREES TO INDEMNIFY THE CUSTODIAN AND ITS PARTNERS, OFFICERS AND EMPLOYEES FOR ALL LOSSES THEREFROM.

          OPTIONAL: The Custodian will perform a Callback if instructions are sent by telefax or telephonic means as provided in Paragraph 2. THE COMPANY MAY, AT ITS OWN RISK AND BY HEREBY AGREEING TO INDEMNIFY THE CUSTODIAN AND ITS PARTNERS, OFFICERS AND EMPLOYEES FOR ALL LOSSES THEREFROM )EXCEPT AS MAY ARISE FROM THE GROSS NEGLIGENCE, WILL MISCONDUCT OR ACTIVE COLLUSION OF THE CUSTODIAN), ELECT TO WAIVE A CALLBACK BY THE CUSTODIAN BY INITIALLING HERE:                    

Accepted and agreed:

BROWN BROTHERS HARRIMAN & CO.		STI CLASSIC FUNDS AND STI CLASSIC VARIABLE TRUST
By: Name:	/s/ Stokley P. Towles Stokley P. Towles	By: Name:	/s/ Timothy D. Barto Timothy D. Barto
Title:	Partner	Title:	Vice President
Date:	February 11, 2003	Date:	February 13, 2003

30

ELECTRONIC AND ON-LINE SERVICES
SCHEDULE

This Electronic and On-Line Services Schedule (this SCHEDULE) to a Custodian Agreement dated as of January 29, 2003 (as amended from time to time hereafter, the AGREEMENT) by and between Brown Brothers Harriman & Co. (WE, US, OUR) and STI Classic Funds and STI Classic Variable Trust (YOU, YOUR OR FUND), provides general provisions governing your use of and access to the Services (as hereinafter defined) provided to you by us via the Internet (at www.bbhco.com or such other URL as we may instruct you to use to access our products) and via a direct dial-up connection between your computer and our computers, as of January 29, 2003 (the EFFECTIVE DATE). Use of the Services constitutes acceptance of the terms and conditions of this Schedule, any Appendices hereto, the Terms and Conditions posted on our web site, and any terms and conditions specifically governing a particular Service or our other products, which may be set forth in the Agreement or in a separate related agreement (collectively, the RELATED AGREEMENTS).

1. GENERAL TERMS.

     You will be granted access to our suite of online products, which may include, but shall not be limited to the following services via the Internet or dial-up connection (each separate service is a SERVICE; collectively referred to as the SERVICES):

     1.1. BIDS(R) and BIDS WorldView, a system for effectuating securities and fund trade instruction and execution, processing and handling instructions, and for the input and retrieval of other information;

     1.2. F/X WorldView, a system for executing foreign exchange trades;

     1.3. Fund WorldView, a system for receiving fund and prospectus information;

     1.4. BBHCOnnect, a system for placing securities trade instructions and following the status and detail of trades;

     1.5. ActionViewSM, a system for receiving certain corporate action information;

     1.6. Risk View, an interactive portfolio risk analysis tool; and

     1.7. Such other services as we shall from time to time offer.

2. SECURITY / PASSWORDS.

     2.1. A digital certificate and/or an encryption key may be required to access certain Services. You may apply for a digital certificate and/or an encryption key by following the procedures set forth at http://www.bbh.com/certs/. You also will need an identification code (ID) and password(s) (PASSWORD) to access the Services.

     2.2. You agree to safeguard your digital certificate and/or encryption key, ID, and Password and not to give or make available, intentionally or otherwise, your digital certificate, ID, and/or Password to any unauthorized person. You must immediately notify us in writing if you believe that your digital certificate and/or encryption key, Password, or ID has been compromised or if you suspect unauthorized access to your account by means of the Services or otherwise, or when a person to whom a digital certificate and/or an encryption key, Password, or ID has been assigned leaves or is no longer permitted to access the Services.

     2.3. We will not be responsible for any breach of security, or for any unauthorized trading or theft by any third party, caused by your failure (be it intentional, unintentional, or negligent) to maintain the confidentiality of your ID and/or Password and/or the security of your digital certificate and/or encryption key.

3. INSTRUCTIONS.

     3.1. Proper instructions under this Schedule shall be provided as designated in the Related Agreements (INSTRUCTIONS).

31

     3.2. The following additional provisions apply to Instructions provided via the Services:

          a. Instructions sent by electronic mail will not be accepted or acted upon.

          b. You authorize us to act upon Instructions received through the Services utilizing your digital certificate, ID, and/or Password as though they were duly authorized written instructions, without any duty of verification or inquiry on our part, and agree to hold us harmless for any losses you experience as a result.

          c. From time to time, the temporary unavailability of third party telecommunications or computer systems required by the Services may result in a delay in processing Instructions. In such an event, we shall not be liable to you or any third party for any liabilities, losses, claims, costs, damages, penalties, fines, obligations, or expenses of any kind (including without limitation, reasonable attorneys’, accountants’, consultants’, or experts’ fees and disbursements) that you experience due to such a delay.

4. ELECTRONIC DOCUMENTS.

     We may make periodic statements, disclosures, notices, and other documents available to you electronically, and, subject to any delivery and receipt verification procedures required by law, you agree to receive such documents electronically and to check the statements for accuracy. You may also opt to receive printed reports. If you believe any such statement contains incorrect information, you must follow the procedures set forth in the Related Agreement(s).

5. MALICIOUS CODE.

     [You understand and agree that you will be responsible for the introduction (by you, your employees, agents, or representatives) into the Services, whether intentional or unintentional, of (i) any virus or other code, program, or sub-program that damages or interferes with the operation of the computer system containing the code, program or sub-program, or halts, disables, or interferes with the operation of the Services themselves; or (ii) any device, method, or token whose knowing or intended purpose is to permit any person to circumvent the normal security of the Services or the system containing the software code for the Services (MALICIOUS CODE), except to the extent that we provided or transmitted, whether intentionally or unintentionally, such virus, code, program, device, method or token to you. You agree to take all necessary actions and precautions as you would with your own systems to prevent the introduction and proliferation of any Malicious Code into those systems that interact with the Services.

6. INDEMNIFICATION.

     For avoidance of doubt, each party hereby agrees that the provisions in the Related Agreement(s) related to indemnification and any limitations on liability and responsibilities shall be applicable to this Agreement, and are hereby expressly incorporated herein. You agree that the Services are comprised of telecommunications and computer systems, and that it is possible that Instructions, information, transactions, or account reports might be added to, changed, or omitted by electronic or programming malfunction, unauthorized access, or other failure of the systems which comprise the Services, despite the security features that have been designed into the Services. You agree that we will not be liable for any action taken or not taken in complying with the terms of this Schedule, except for our willful misconduct, bad faith or negligence. The provisions of this paragraph shall survive the termination of this Schedule and the Related Agreements.

7. PAYMENT.

     You may be charged for services hereunder as set forth in a fee schedule from time to time agreed by us.

8. TERM/TERMINATION.

     8.1. This Schedule is effective as of the date you sign it or first use the Services, whichever is first, and continues in effect until such time as either you or we terminate the Schedule in accordance with this Section 8 and/or until your off-line use of the Services is terminated.

     8.2. We may terminate your access to the Services at any time, for any reason, with 10 (ten) business days prior notice; provided that we may terminate your access to the Services with no prior notice (i) if your account with us is closed, (ii) if you fail to comply with

32

any of the terms of this Agreement, (iii) if we believe that your continued access to the Services poses a security risk, or (iv) if we believe that you are violating or have violated applicable laws, and we will not be liable for any loss you may experience as a result of such termination. You may terminate your access to the Services at any time by giving us ten (10) business days notice. Upon termination, we will cancel all your Passwords and IDs and any in-process or pending Instructions will be carried out or cancelled, at our sole discretion.

9. MISCELLANEOUS.

     9.1. NOTICES. All notices, requests, and demands (other than routine operational communications, such as Instructions) shall be in such form and effect as provided in the Related Agreement(s).

     9.2. INCONSISTENT PROVISIONS. Each Service may be governed by separate terms and conditions in addition to this Schedule and the Related Agreement(s). Except where specifically provided to the contrary in this Schedule, in the event that such separate terms and conditions conflict with this Schedule and the Related Agreement(s), the provisions of this Schedule shall prevail to the extent this Schedule applies to the transaction in question.

     9.3. BINDING EFFECT; ASSIGNMENT; SEVERABILITY. The execution and delivery of this Agreement have been authorized by the Board of Trustees of each Fund and signed by an authorized officer of each Fund, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any of the Trustees or Shareholders of the Funds, but bind only the appropriate property of the Fund, portfolio, or Class, as provided in the relevant Trust’s Declaration of Trust. Further, no Fund or portfolio will be liable or responsible for the acts, omissions or obligations of another Fund or portfolio. Your rights under this Schedule may not be assigned without our prior written consent. In the event that any provision of this Schedule conflicts with the law under which this Schedule is to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction over you and us, such provision shall be deemed to be restated to effectuate as nearly as possible the purposes of the Schedule in accordance with applicable law. The remaining provisions of this Schedule and the application of the challenged provision to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision shall be valid and enforceable to the full extent permitted by law.

     9.4. CHOICE OF LAW; JURY TRIAL. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND BE GOVERNED BY THE LAWS OF, THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW OF SUCH STATE. The parties hereby agree to the non-exclusive jurisdiction of federal courts sitting in the State of New York or the Commonwealth of Massachusetts, or of the State courts of either such State or such Commonwealth.

STI CLASSIC FUNDS AND
STI CLASSIC VARIABLE TRUST (“YOU”)
BY:	/S/ TIMOTHY D. BARTO
TITLE:	VICE PRESIDENT
DATE:	FEBRUARY 13, 2003

33

DELEGATION SCHEDULE

     By its execution of this Delegation Schedule dated as of January 29, 2003, [FUND], a management investment company registered with the Securities and Exchange Commission (the COMMISSION) under the Investment Company Act of 1940, as amended, (the 1940 ACT), acting through its Board of Directors/Trustees or its duly appointed representative (the FUND), hereby appoints BROWN BROTHERS HARRIMAN & CO., a New York limited partnership with an office in Boston, Massachusetts (the DELEGATE) as its delegate to perform certain functions with respect to the custody of Fund’s Assets outside the United States.

1. MAINTENANCE OF FUND’S ASSETS ABROAD. The Fund, acting through its Board or its duly authorized representative, hereby instructs Delegate pursuant to the terms of the Custodian Agreement dated as of the date hereof executed by and between the Fund and the Delegate (the CUSTODIAN AGREEMENT) to place and maintain the Fund’s Assets in countries outside the United States in accordance with Instructions received from the Fund’s Investment Advisor and in accordance with this Schedule. Such instruction shall represent an Instruction under the terms of the Custodian Agreement. The Fund acknowledges that (a) the Delegate shall perform services hereunder only with respect to the countries where it accepts delegation as Foreign Custody Manager as indicated on Delegate’s Global Custody Network Listing, as may be revised from time to time upon advance written notice to Fund; (b) depending on conditions in the particular country, advance notice may be required before the Delegate shall be able to perform its duties hereunder in or with respect to such country (such advance notice to be reasonable in light of the specific facts and circumstances attendant to performance of duties in such country); and (c) nothing in this Delegation Schedule shall require the Delegate to provide delegated or custodial services in any country, and there may from time to time be countries as to which the Delegate determines it will not provide delegation services. Delegate will provide the Fund with advance written notice of such countries.

2. DELEGATION. Pursuant to the provisions of Rule 17f-5 under the 1940 Act as amended, the Board hereby delegates to the Delegate, and the Delegate hereby accepts such delegation and agrees to perform those duties set forth in this

1

Delegation Schedule concerning the safekeeping of the Fund’s Assets in each of the countries designated on the Global Custody Network Listing. The Delegate is hereby authorized to take such actions on behalf of or in the name of the Fund as are reasonably required to discharge its duties under this Delegation Schedule, including, without limitation, to cause the Fund’s Assets to be placed with a particular Eligible Foreign Custodian in accordance herewith. The Fund confirms to the Delegate that the Fund or its investment adviser has considered the Sovereign Risk and Country Risk as part of its continuing investment decision process, including such factors as may be reasonably related to the systemic risk of maintaining the Fund’s Assets in a particular country, including, but not limited to, financial infrastructure, prevailing custody and settlement systems and practices (including the use of any Securities Depository in the context of information provided by the Custodian in the performance of its duties as required under 1940 Act Rule 17f-7 and the terms of the Custodian Agreement governing such duties), and the laws relating to the safekeeping and recovery of the Fund’s Assets held in custody pursuant to the terms of the Custodian Agreement. The Delegate agrees to provide the Board from time to time such reasonable documentation of its capacity to exercise reasonable care in respect of the duties described in this attachment as the Board may reasonably require.

3. SELECTION OF ELIGIBLE FOREIGN CUSTODIAN AND CONTRACT ADMINISTRATION. The Delegate shall perform the following duties with respect to the selection of Eligible Foreign Custodians and administration of certain contracts governing the Fund’s foreign custodial arrangements:

          (a) SELECTION OF ELIGIBLE FOREIGN CUSTODIAN. The Delegate shall place and maintain the Fund’s Assets with an Eligible Foreign Custodian; PROVIDED that the Delegate shall have determined that the Fund’s Assets will be subject to reasonable care based on the standards applicable to custodians in the relevant market after considering all factors relevant to the safekeeping of such assets, including without limitation:

          (i) The Eligible Foreign Custodian’s practices, procedures, and internal controls, including, but not limited to, the physical protections available for certificated securities (if applicable), the controls and procedures for dealing with any Securities Depository, the method of keeping custodial records, and the security and data protection practices;

          (ii) Whether the Eligible Foreign Custodian has the requisite financial strength to provide reasonable care for the Fund’s Assets;

2

          (iii) The Eligible Foreign Custodian’s general reputation and standing; and

          (iv) Whether the Fund will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodian, such as by virtue of the existence of any offices of such Eligible Foreign Custodian in the United States or such Eligible Foreign Custodian’s appointment of an agent for service of process in the United States or consent to jurisdiction in the United States.

          (b) CONTRACT ADMINISTRATION. The Delegate shall cause that the foreign custody arrangements with an Eligible Foreign Custodian shall be governed by a written contract that the Delegate has determined will provide reasonable care for Fund assets based on the standards applicable to custodians in the relevant market. Each such contract shall, except as set forth in the last paragraph of this subsection (b), include provisions that provide:

          (i) For indemnification or insurance arrangements (or any combination of the foregoing) such that the Fund will be adequately protected against the risk of loss of assets held in accordance with such contract;

          (ii) That the Fund’s Assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Eligible Foreign Custodian or its creditors except a claim of payment for their safe custody or administration or, in the case of cash deposits, liens or rights in favor of creditors of such Custodian arising under bankruptcy, insolvency or similar laws;

          (iii) That beneficial ownership of the Fund’s Assets will be freely transferable without the payment of money or value other than for safe custody or administration;

          (iv) That adequate records will be maintained identifying the Fund’s Assets as belonging to the Fund or as being held by a third party for the benefit of the Fund;

          (v) That the Fund’s independent public accountants will be given access to those records described in (iv) above or confirmation of the contents of such records; and

          (vi) That the Delegate (and the Fund, if the Fund so requests) will receive sufficient and timely periodic reports with respect to the safekeeping of the Fund’s Assets, including, but not limited to, notification of any transfer to or from the Fund’s account or a third party account containing the Fund’s Assets.

3

     Such contract may contain, in lieu of any or all of the provisions specified in this Section 3(b), such other provisions that the Delegate determines will provide, in their entirety, the same or a greater level of care and protection for the Fund’s Assets as the specified provisions, in their entirety.

          (c) LIMITATION TO DELEGATED SELECTION. Notwithstanding anything in this Delegation Schedule to the contrary, and unless otherwise agreed upon by the parties, the duties under this Section 3 shall apply only to Eligible Foreign Custodians selected by the Delegate and shall not apply to Securities Depositories or to any Eligible Foreign Custodian that the Delegate is directed to use pursuant to Section 7 of this Delegation Schedule.

4. MONITORING. The Delegate shall establish and maintain a system to monitor at reasonable intervals (but at least annually) the appropriateness of maintaining the Fund’s Assets with each Eligible Foreign Custodian that has been selected by the Delegate pursuant to Section 3 of this Delegation Schedule. The Delegate shall monitor the continuing appropriateness of placement of the Fund’s Assets in accordance with the criteria established under Section 3(a) of this Delegation Schedule. The Delegate shall monitor the performance and continuing appropriateness of the contract governing the Fund’s arrangements in accordance with the criteria established under Section 3(b) of this Delegation Schedule.

5. REPORTING. At least annually and more frequently as mutually agreed between the parties, the Delegate shall provide to the Board written reports specifying placement of the Fund’s Assets with each Eligible Foreign Custodian selected by the Delegate pursuant to Section 3 of this Delegation Schedule and shall promptly report as to any material changes to such foreign custody arrangements. Delegate will prepare such a report with respect to any Eligible Foreign Custodian that the Delegate has been instructed to use pursuant to Section 7 of this Delegation Schedule only to the extent specifically agreed with respect to the particular situation. The Delegate also will provide the Fund with any additional information about the Fund’s foreign custody arrangements as the Fund may reasonably request from time to time.

6. WITHDRAWAL OF FUND’S ASSETS. If the Delegate determines that an arrangement with a specific Eligible Foreign Custodian selected by the Delegate under Section 3 of this Delegation Schedule no longer meets the requirements of said Section, Delegate shall withdraw the Fund’s Assets from the non-complying

4

arrangement as soon as reasonably practicable; PROVIDED, however, that if in the reasonable judgment of the Delegate, such withdrawal would require liquidation of any of the Fund’s Assets or would materially impair the liquidity, value or other investment characteristics of the Fund’s Assets, it shall be the duty of the Delegate to provide information regarding the particular circumstances and to act only in accordance with Instructions of the Fund or its Investment Advisor with respect to such liquidation or other withdrawal.

7. DIRECTION AS TO ELIGIBLE FOREIGN CUSTODIAN. Notwithstanding this Delegation Schedule, the Fund, acting through its Board, its Investment Advisor or its other authorized representative, may direct the Delegate to place and maintain the Fund’s Assets with a particular Eligible Foreign Custodian, including without limitation with respect to investment in countries as to which the Custodian will not provide delegation services. In such event, the Delegate shall be entitled to rely on any such instruction as an Instruction under the terms of the Custodian Agreement and shall have no duties under this Delegation Schedule with respect to such arrangement save those that it may undertake specifically in writing with respect to each particular instance.

8. STANDARD OF CARE. In carrying out its duties under this Delegation Schedule, the Delegate agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for safekeeping the Fund’s Assets would exercise.

9. REPRESENTATIONS. The Delegate hereby represents and warrants that it is a U.S. Bank and that this Delegation Schedule has been duly authorized, executed and delivered by the Delegate and is a legal, valid and binding agreement of the Delegate.

     The Fund hereby represents and warrants that its Board of Trustees has determined that it is reasonable to rely on the Delegate to perform the delegated responsibilities provided for herein and that this Delegation Schedule has been duly authorized, executed and delivered by the Fund and is a legal, valid and binding agreement of the Fund.

10. EFFECTIVENESS; TERMINATION. This Delegation Schedule shall be effective as of the date on which this Delegation Schedule shall have been accepted by the Delegate, as indicated by the date set forth below the Delegate’s signature. This Delegation Schedule may be terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Such termination shall be effective on the 30th calendar day following the date on

5

which the non-terminating party shall receive the foregoing notice. The foregoing to the contrary notwithstanding, this Delegation Schedule shall be deemed to have been terminated concurrently with the termination of the Custodian Agreement.

11. NOTICES. Notices and other communications under this Delegation Schedule are to be made in accordance with the arrangements designated for such purpose under the Custodian Agreement unless otherwise indicated in a writing referencing this Delegation Schedule and executed by both parties.

12. DEFINITIONS. Capitalized terms in this Delegation Schedule have the following meanings:

          a. ELIGIBLE FOREIGN CUSTODIAN — shall have the meaning set forth in Rule 17f-5(a)(1) and shall also include a U.S. Bank.

          b. FUND’S ASSETS — shall mean any of the Fund’s investments (including foreign currencies) for which the primary market is outside the United States, and such cash and cash equivalents as are reasonably necessary to effect the Fund’s transactions in such investments.

          c. INSTRUCTIONS — shall have the meaning set forth in the Custodian Agreement.

          d. Securities Depository — shall have the meaning set forth in Rule 17f-7.

          e. Sovereign Risk — shall have the meaning set forth in Section 10.1.3 of the Custodian Agreement.

          f. U.S. Bank — shall mean a bank that qualifies to serve as a custodian of assets of investment companies under Section 17(f) of the Act.

13. GOVERNING LAW AND JURISDICTION. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND BE GOVERNED BY THE LAWS OF, THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW OF SUCH STATE. The parties hereby agree to the non-exclusive jurisdiction of federal courts sitting in the State of New York or the Commonwealth of Massachusetts, or of the State courts of either such State or such Commonwealth.

6

14. Integration. This Delegation Schedule sets forth all of the Delegate’s duties with respect to the selection and monitoring of Eligible Foreign Custodians, the administration of contracts with Eligible Foreign Custodians, the withdrawal of assets from Eligible Foreign Custodians and the issuance of reports in connection with such duties. The terms of the Custodian Agreement shall apply generally as to matters not expressly covered in this Delegation Schedule, including dealings with the Eligible Foreign Custodians in the course of discharge of the Delegate’s obligations under the Custodian Agreement, and indemnification provisions.

15. LIMITATION OF LIABILITY. The execution and delivery of this Agreement have been authorized by the Board of Trustees of each Fund and signed by an authorized officer of each Fund, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any of the Trustees or Shareholders of the Funds, but bind only the appropriate property of the Fund, portfolio, or Class, as provided in the relevant Trust’s Declaration of Trust. Further, no Fund or portfolio will be liable or responsible for the acts, omissions or obligations of another Fund or portfolio.

7

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed as of the date first above written.

BROWN BROTHERS HARRIMAN & CO.		STI CLASSIC FUNDS AND
		STI CLASSIC VARIABLE TRUST
By: Name:	/s/ Stokley P. Towles Stokley P. Towles	By: Name:	Timothy D. Barto Timothy D. Barto
Title:	Partner	Title:	Vice President

8

[STI Classic Funds LOGO OMITTED]	GLOBAL CUSTODY FEE PROPOSAL	[BROWN
	JANUARY 2003	BROTHERS
		HARRIMAN LOGO
		OMITTED]

I. GLOBAL CUSTODY & SECURITIES LENDING ADMINISTRATION FEES:

ANNUAL RELATIONSHIP BASED CHARGES:	3.00 basis points (non-US assets)
	1.00 basis point (US assets)

NON-US TRANSACTION CHARGE*: $25.00

* Includes market charges, 3rd party FX, non-US wires, cancels & corrects, and non-automated instructions.

US TRANSACTION CHARGE*: $8.00

* Includes DTCC, Fed, wires, book transfers, derivatives, securities lending new loans/returns, repos, commercial paper, maturity collections, paydowns, cancels & corrects, and non-automated instructions.

SECURITIES LENDING ADMINISTRATION ANNUAL MAINTENANCE: $5,000 per fund

OUT OF POCKET: Standard out of pocket expenses will apply, customized programming to be negotiated.

Fees quoted above offered contingent upon the information provided and assuming the actual experience will not be materially different from this projected. BBH reserves the right to modify as additional markets and/or services are introduced. If total “emerging /pre-emerging markets” assets reach 5.00% of the total assets held at BBH, the global custody asset and transaction charges as described in Section III will take effect.

II. VALUE ADDED CREDITS:

COMMISSION RECAPTURE (NON-US & US EQUITIES): BBH will provide Trusco with the ability to recapture $1.00 for each $3.00 in commission dollars from any equity trade executed through BBH or through its broker network.

BBH BROKERAGE: For US equity executions through BBH as broker directly utilizing Bloomberg, Reuters, SWIFT, FIX, GL-Trader (or any other automated platform), BBH will waive delivery and receipt charges.

CASH MANAGEMENT: BBH will pay Trusco interest on US and non-US balances. Idle balances are invested automatically through our cash management sweep service where investments are made in overnight time deposits with BBH’s Grand Cayman branch or branches of other US licensed commercial banks.

FOREIGN EXCHANGE CREDITS: BBH will provide Trusco with a credit of 0.15 basis points towards BBH-generated fees based on a percentage of total volume directed to BBH in each calendar year.

CONVERSION MANAGEMENT: BBH will provide Trusco with an on-site experienced conversion team to assist Trusco throughout the entire conversion process.

Page 1 of 3

[STI Classic Funds LOGO OMITTED]	GLOBAL CUSTODY FEE PROPOSAL	[BROWN
	JANUARY 2003	BROTHERS
		HARRIMAN LOGO
		OMITTED]

III. ALTERNATIVE GLOBAL CUSTODY PRICING:

DEVELOPED MARKETS
CURRENT
STI		ASSET BASED
MARKETS		FEE (BPS)		TRANS FEE ($)
	DEVELOPED
x	Australia		3.00	$	25
x	Austria		3.00	$	25
x	Belgium		3.00	$	25
x	Canada		3.00	$	25
x	Denmark		3.00	$	25
x	Finland		3.00	$	25
x	France		3.00	$	25
x	Germany		3.00	$	25
x	Hong Kong		3.00	$	25
x	Ireland		3.00	$	25
x	Italy		3.00	$	25
x	Japan		3.00	$	25
x	Luxembourg		3.00	$	25
x	Mexico		3.00	$	25
x	Netherlands		3.00	$	25
x	New Zealand		3.00	$	25
x	Norway		3.00	$	25
x	Singapore		3.00	$	25
x	Spain		3.00	$	25
x	Sweden		3.00	$	25
x	Switzerland		3.00	$	25
x	United Kingdom		3.00	$	25
x	United States		1.00	$	8
EMERGING MARKETS
CURRENT
STI		ASSET BASED
MARKETS		FEE (BPS)		TRANS FEE ($)
	EMERGING
	Argentina		25.00	$	75
	Bermuda		35.00	$	110
	Brazil		15.00	$	50
	Chile		35.00	$	85
	China		35.00	$	75
	Colombia		45.00	$	100
	Czech Republic		30.00	$	65
	Egypt		50.00	$	150
x	Greece (on site trans)		50.00	$	100
	Hungary		55.00	$	200
	India		40.00	$	150
	Indonesia		15.00	$	55
	Israel		25.00	$	75
	Malaysia		10.00	$	65
	Peru		50.00	$	110
	Philippines		25.00	$	65
	Poland		60.00	$	125
x	Portugal		30.00	$	150
	Russia		65.00	$	250
	Slovakia		35.00	$	100
	So. Arica		12.00	$	50
x	So. Korea		20.00	$	50
x	Taiwan		25.00	$	75
	Thailand		15.00	$	65
	Turkey		35.00	$	125
	Venezuela		45.00	$	125

Page 2 of 3

[STI Classic Funds LOGO OMITTED]	GLOBAL CUSTODY FEE PROPOSAL	[BROWN
	JANUARY 2003	BROTHERS
		HARRIMAN LOGO
		OMITTED]

PRE-EMERGING MARKETS
CURRENT
STI		ASSET BASED
MARKETS		FEE (BPS)	TRANS FEE ($)
	PRE-EMERGING
	Bahrain	TBD	TBD
	Bangladesh	TBD	TBD
	Bolivia	TBD	TBD
	Botswana	TBD	TBD
	Bulgaria	TBD	TBD
	Costa Rica	TBD	TBD
	Croatia	TBD	TBD
	Cyprus	TBD	TBD
	Ecuador	TBD	TBD
	Estonia	TBD	TBD
	Ghana	TBD	TBD
	Iceland	TBD	TBD
	Jamaica	TBD	TBD
	Kazakhstan	TBD	TBD
	Kenya	TBD	TBD
	Latvia	TBD	TBD
	Lebanon	TBD	TBD
	Lithuania	TBD	TBD
	Malawi	TBD	TBD
	Malta	TBD	TBD
	Mauritius	TBD	TBD
	Morocco	TBD	TBD
	Namibia	TBD	TBD
	Nigeria	TBD	TBD
	Oman	TBD	TBD
	Pakistan	TBD	TBD
	Palestine	TBD	TBD
	Panama	TBD	TBD
	Qatar	TBD	TBD
	Romania	TBD	TBD
	Slovenia	TBD	TBD
	Sri Lanka	TBD	TBD
	Swaziland	TBD	TBD
	Trinidad & Tobago	TBD	TBD
	Tunisia	TBD	TBD
	Ukraine	TBD	TBD
	United Arab emirates	TBD	TBD
	Uruguay	TBD	TBD
	Uzbekistan	TBD	TBD
	Vietnam	TBD	TBD
	West Africa	TBD	TBD
	Zambia	TBD	TBD
	Zimbabwe	TBD	TBD

Page 3 of 3

EX-99.28(G)(2)

Exhibit 28(g)(2)

FIRST AMENDMENT TO THE CUSTODIAN AGREEMENT
BY AND AMONG STI CLASSIC FUNDS, STI CLASSIC VARIABLE TRUST
AND BROWN BROTHERS HARRIMAN & CO.

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

WITNESSETH:

WHEREAS, the Funds and the Custodian desire to make an amendment to the Agreement;

WHEREAS, the Funds and the Custodian desire to amend the Agreement to remove one of the parties to the Agreement and reflect the current name of another party.

NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the parties hereby agree as follows:

1.	STI Classic Variable Trust is hereby removed as a party to the Agreement and the schedules thereto
2.	STI Classic Funds is hereby known as RidgeWorth Funds and shall continue to be bound by each of the terms, conditions and provisions of the Agreement and each schedule thereto.
3.	As 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: Name:	/s/ Julia Short Julia R. Short
Title:	President
STI CLASSIC VARIABLE TRUST
By: Name:	/s/ Julia Short Julia R. Short
Title:	President
BROWN BROTHERS HARRIMAN & CO.
By: Name:	/s/ James R. Kent James R. Kent
Title:	Managing Director

EX-99.28(H)(11)

Exhibit 28(h)(11)

TRANSFER AGENCY AND SERVICE AGREEMENT

BETWEEN
EACH OF THE RIDGE WORTH FUNDS, INDIVIDUALLY AND NOT JOINTLY,
AS LISTED ON SCHEDULE A
AND

BOSTON FINANCIAL DATA SERVICES, INC.

TABLE OF CONTENTS

		Page
1.	Terms of Appointment and Duties	1
2.	Third Party Administrators for Defined Contribution Plans	7
3.	Fees and Expenses	8
4.	Representations and Warranties of the Transfer Agent	10
5.	Representations and Warranties of the Funds	10
6.	Wire Transfer Operating Guidelines	10
7.	Data Access and Proprietary Information	12
8.	Indemnification	14
9.	Standard of Care	16
10.	Confidentiality	17
11.	Covenants of the Funds and the Transfer Agent	18
12.	Termination of Agreement	20
13.	Assignment and Third Party Beneficiaries	22
14.	Subcontractors	23
15.	Changes and Modifications	23
16.	Miscellaneous	24
17.	Additional Portfolios/Funds	26
18.	Limitations of Liability of the Trustees and Shareholders	26

Schedule A	Funds and Portfolios
Schedule 1.2(f)	AML and CIP Delegation
Schedule 1.2(i)	Omnibus Transparency Services
Schedule 2.1	Third Party Administrator(s) Procedures
Schedule 3.1	Fees and Expenses

TRANSFER AGENCY AND SERVICE AGREEMENT

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

WHEREAS, certain Funds may be authorized to issue shares in a separate series, such series shall be named under the respective Fund in the attached Schedule A, which may be amended by the parties from time to time, (each such series, together with all other series subsequently established by a Fund and made subject to this Agreement in accordance with Section 17, being herein referred to as a “Portfolio”, and collectively as the “Portfolios”);

WHEREAS, each Fund is either a statutory or business trust or a corporation organized under the laws of a state (as set forth on the Schedule A) and registered with the Securities and Exchange Commission as an investment company pursuant to the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, it is contemplated that additional Funds and Portfolios may become parties to this Agreement by written consent of the parties hereto and in accordance with Section 17; and

WHEREAS, each Fund, on behalf of itself and, where applicable, its Portfolios, desires to appoint the Transfer Agent as its transfer agent, dividend disbursing agent and agent in connection with certain other activities, and the Transfer Agent desires to accept such appointment.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1. Terms of Appointment and Duties

1.1 Transfer Agency Services. Subject to the terms and conditions set forth in this Agreement, each Fund, on behalf of itself and, where applicable, its Portfolios, hereby employs and appoints the Transfer Agent to act as, and the Transfer Agent agrees to act as, its transfer agent for each Fund’s authorized and issued shares or beneficial interest, as the case may be, (“Shares”), dividend disbursing agent and agent in connection with any accumulation, open-account or similar plan provided to the shareholders of each Fund and of any Portfolios of a Fund (“Shareholders”), including without limitation any periodic investment plan or periodic withdrawal program. In accordance with procedures established from time to time by agreement between the Transfer Agent and each of the Funds and their respective Portfolios, (the “Procedures”) with such changes or deviations there from as have been (or may from time to time be) agreed upon in writing by the parties, the Transfer Agent agrees that it will perform the following services:

(a) Establish each Shareholder’s account in the Fund on the Transfer Agent’s recordkeeping system and maintain such account for the benefit of such Shareholder in

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accordance with the Procedures;

(b) Receive for acceptance and process orders for the purchase of Shares, and promptly deliver payment and appropriate documentation thereof to the Custodian of the Fund authorized pursuant to the organizational documents of the Fund (the “Custodian”);

(c) Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the appropriate Shareholder account;

(d) Receive for acceptance and process redemption requests and redemption directions and deliver the appropriate documentation thereof to the Custodian;

(e) In respect to items (a) through (d) above, the Transfer Agent may execute transactions directly with broker-dealers authorized by the Fund;

(f) At the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders;

(g) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions;

(h) Prepare and transmit payments for dividends and distributions declared by the Fund or any Portfolio thereof, as the case may be;

(i) If applicable, issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt by the Transfer Agent of indemnification satisfactory to the Transfer Agent and protecting the Transfer Agent and the Fund, and the Transfer Agent at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof and without such indemnity;

(j) Issue replacement checks and place stop orders on original checks based on Shareholder’s representation that a check was not received or was lost. Such stop orders and replacements will be deemed to have been made at the request of the Fund, and, as between the Fund and the Transfer Agent, the Fund shall be responsible for all losses or claims resulting from such replacement;

(k) Maintain records of account for and advise the Fund and its Shareholders as to the foregoing;

(1) Record the issuance of Shares of the Fund and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares of the Fund which are authorized, based upon data provided to it by the Fund, and issued and outstanding. The Transfer Agent shall also provide the Fund on a regular basis with the total number of Shares which are authorized and issued and outstanding but shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take

2

cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Fund;

(m) Accept any information, records, documents, data, certificates, transaction requests by machine readable input, facsimile, CRT data entry and electronic instructions, including e-mail communications, which have been prepared, maintained or provided by the Fund or any other person or firm on behalf of the Fund or from broker-dealers of record or third-party administrators (“TPAs”) on behalf of individual Shareholders. With respect to transaction requests received in the foregoing manner, the Transfer Agent shall not be responsible for determining that the original source documentation is in good order, which includes compliance with Rule 22c-1 under the 1940 Act, and it will be the responsibility of the Fund to require its broker-dealers or TPAs to retain such documentation. E-mail exchanges on routine matters may be made directly with the Fund’s contact at the Transfer Agent. The Transfer Agent will not act on any e-mail communications coming to it directly from Shareholders requesting transactions, including, but not limited to, monetary transactions, change of ownership, or beneficiary changes;

(n) Maintain and manage, as agent for the Fund, such bank accounts as the Transfer Agent shall deem necessary for the performance of its duties under this Agreement, including but not limited to, the processing of Share purchases and redemptions and the payment of Fund dividends and distributions. The Transfer Agent may maintain such accounts at the bank or banks deemed appropriate by the Transfer Agent. In connection with the recordkeeping and other services provided to the Fund hereunder, the Transfer Agent may receive compensation for the management of such accounts and such compensation may be calculated based upon the average balances of such accounts;

(o) Receive correspondence pertaining to any former, existing or new Shareholder account, process such correspondence for proper recordkeeping and respond to Shareholder correspondence; and

(p) Process any request from a Shareholder to change account registration, beneficiary, beneficiary information, transfer and rollovers in accordance with the Procedures.

1.2 Additional Services. In addition to, and neither in lieu nor in contravention of, the services set forth in the above paragraphs, the Transfer Agent shall perform the following services:

(a) Other Customary Services. Perform certain customary services of a transfer agent, dividend disbursing agent and, as relevant, agent in connection with accumulation, open-account or similar plan (including without limitation any periodic investment plan or periodic withdrawal program), including but not limited to: maintaining all Shareholder accounts; arranging for mailing of Shareholder reports and prospectuses to current Shareholders; withholding taxes on U.S. resident and non-resident alien accounts; preparing and filing U.S. Treasury Department Forms 1099, supplemental letters, and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders; preparing and mailing confirmation forms and statements

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of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts; preparing and mailing activity statements for Shareholders; and providing Shareholder account information;

(b) Control Book (also known as “Super Sheet’). Maintain a daily record and produce a daily report for the Fund of all transactions and receipts and disbursements of money and securities and deliver a copy of such report for the Fund for each business day to the Fund no later than 9:00 AM Eastern Time, or such earlier time as the Fund may reasonably require, on the next business day;

(c) “Blue S4” Reporting. The Fund or its administrator shall identify to the Transfer Agent in writing the states and countries where the Shares of the Fund are registered or exempt, and the number of Shares registered for sale with respect to each state or country, as applicable. The Transfer Agent shall establish the foregoing parameters on the system for the designated Blue Sky vendor. The Fund or its administrator shall verify that such parameters have been correctly established for each state or country on the system prior to activation and thereafter shall be responsible for monitoring the daily activity for each state or country. The responsibility of the Transfer Agent for the Fund’s blue sky registration status is solely limited to the initial establishment of the parameters provided by the Fund or the administrator for the vendor’s system and the daily transmission of a file to such vendor in order that the vendor may provide reports to the Fund or the administrator for monitoring;

(d) National Securities Clearing Corporation (the “NSCC’). (i) Accept and effectuate the registration and maintenance of accounts through Networking and the purchase, redemption, transfer and exchange of shares in such accounts through Fund/SERV (Networking and Fund/SERV being programs operated by the NSCC on behalf of NSCC’s participants, including the Fund), in accordance with, instructions transmitted to and received by the Transfer Agent by transmission from NSCC on behalf of authorized broker-dealers on the Fund dealer file maintained by the Transfer Agent; (ii) issue instructions to the Fund’s banks for the settlement of transactions between the Fund and NSCC (acting on behalf of its broker-dealer and bank participants); (iii) provide account and transaction information from the affected Fund’s records on DST Systems, Inc.’s computer system TA2000 (“TA2000 System”) in accordance with NSCC’s Networking and Fund/SERV rules for those broker-dealers; and (iv) maintain Shareholder accounts on TA2000 System through Networking;

(e) Performance of Certain Services by the Fund or Affiliates or Agents. New procedures as to who shall provide certain of these services may be established in writing from time to time by agreement between the Fund and the Transfer Agent. The Transfer Agent may at times perform only a portion of these services and the Fund or its agent may perform these services on the Fund’s behalf.

(f) Anti-Money Laundering (“AML ”) Delegation. In order to assist the Fund with the Fund’s AML responsibilities under applicable AML laws, the Transfer Agent offers certain risk-based shareholder activity monitoring tools and procedures that are reasonably designed to: (i) promote the detection and reporting of potential money

4

laundering activities; and (ii) assist in the verification of persons opening accounts with the Fund (the “AML Procedures”). If the Fund elects to have the Transfer Agent implement the AML Procedures and delegate the day-to-day operation of such AML Procedures to the Transfer Agent, the parties will agree to such terms as stated in the attached schedule (“Schedule 1.2(f)” entitled “AML Delegation”) which may be changed from time to time subject to mutual written agreement between the parties. In consideration of the performance of the AML Procedures by the Transfer Agent pursuant to this Section 1.2(f), the Fund agrees to pay the Transfer Agent for the reasonable administrative expense that may be associated with such AML Procedures.

(g) Call Center Services. Upon request of the Fund, answer telephone inquiries from 8:30 a.m. to 5:30 p.m., Eastern Time, each day on which the New York Stock Exchange is open for trading. The Transfer Agent shall answer and respond to inquiries from existing Shareholders, prospective Shareholders of the Fund and broker-dealers on behalf of such Shareholders in accordance with the telephone scripts provided by the Fund to the Transfer Agent, such inquiries may include requests for information on account set-up and maintenance, general questions regarding the operation of the Fund, general account information including dates of purchases, redemptions, exchanges and account balances, requests for account access instructions and literature requests. In consideration of the performance of the duties by the Transfer Agent pursuant to this Section, the Fund agrees to pay the Transfer Agent the fee set forth on Schedule 3.1 attached hereto and the reimbursable expenses that may be associated with these additional duties. Upon request (and subject to the Fund’s agreement as to the payment of any additional fees and expenses applicable thereto) the Transfer Agent will also provide call center services on days on which the New York Stock Exchange is not open for trading;

(h) Short Term Trader. Upon request of the Fund, the Transfer Agent will provide the Fund with periodic reports on trading activity in the Fund based on parameters provided to the Transfer Agent by the Fund, as amended from time to time. The services to be performed by the Transfer Agent for the Fund hereunder will be ministerial only and the Transfer Agent shall have no responsibility for monitoring or reviewing market-timing activities. In consideration of the performance of the duties by the Transfer Agent pursuant to this Section, the Fund agrees to pay the Transfer Agent the fee set forth on Schedule 3.1 attached hereto and the reasonable reimbursable expenses that may be associated with these additional duties;

(i) Omnibus Transparency Services. Upon request of the Fund, the Transfer Agent shall carry out certain information requests, analyses and reporting services in support of the Fund’s obligations under Rule 22c-2(a)(2), (3). If the Fund elects to utilize the omnibus transparency services, the parties will agree to such services and terms as stated in the attached schedule (“Schedule 1.2(i)” entitled “Omnibus Transparency Services”) that may be changed from time to time subject to mutual written agreement between the parties. If the Fund elects to utilize the omnibus transparency services pursuant to this Section 1.2(i), the Fund shall pay the Transfer Agent for such fees and expenses associated with such additional services as set forth on Schedule 3.1; and

5

(j) Escheatment, Orders, Etc. If requested by the Fund (and as mutually agreed upon by the parties as to any reasonable fees and expenses), the Transfer Agent shall handle garnishment orders, notices of bankruptcy and divorce proceedings, Internal Revenue Service or state tax authority tax levies and summonses, in each case as received by the Transfer Agent with respect to specific shareholder accounts, and services with respect to the shareholder searches and determination of shareholder accounts as abandoned property and escheatment of such accounts to the applicable states;

1.3 Fiduciary Accounts. With respect to certain retirement plans or accounts (such as individual retirement accounts (“IRAs”), SIMPLE IRAs, SEP IRAs, Roth IRAs, Coverdell Education Savings Accounts, and 403(b) arrangements (such accounts, “Fiduciary Accounts”)), the Transfer Agent, at the request of the Fund, shall arrange for the provision of appropriate prototype plans as well as provide or arrange for the provision of various services to such plans and/or accounts, which services may include custodial services to be provided by State Street Bank and Trust Company (“State Street”), account set-up maintenance, and disbursements as well as such other services as the parties hereto shall mutually agree upon.

1.4 Site Visits and Inspections; Regulatory Examinations. During the term of this Agreement, authorized representatives of the Fund may conduct periodic site visits of the Transfer Agent’s facilities and inspect the Transfer Agent’s records and procedures solely as they pertain to the Transfer Agent’s services for the Fund under or pursuant to this Agreement. Such inspections shall be conducted at the Fund’s expense (which shall include costs related to providing materials, copying, faxing, retrieving stored materials, and similar expenses) and shall occur during the Transfer Agent’s regular business hours and, except as otherwise agreed to by the parties, no more frequently than twice a year. In connection with such site visit and/or inspection, the Fund shall not attempt to access, nor will it review, the records of any other clients of the Transfer Agent and the Fund shall conduct the visit/inspection in a manner that will not interfere with the Transfer Agent’s normal and customary conduct of its business activities, including the provision of services to the Fund and to other clients. The Transfer Agent shall have the right to immediately require the removal of any Fund representatives from its premises in the event that their actions, in the reasonable opinion of the Transfer Agent, jeopardize the information security of its systems and/or other client data or otherwise are disruptive to the business of the Transfer Agent. The Transfer Agent may require any persons seeking access to its facilities to provide reasonable evidence of their authority. The Transfer Agent may also reasonably require any of the Fund’s representatives to execute a confidentiality agreement before granting such individuals access to its facilities. The Transfer Agent will also provide reasonable access to the Fund’s governmental regulators, at the Fund’s expense, solely to (i) the Fund’s records held by the Transfer Agent and (ii) the procedures of the Transfer Agent directly related to its provision of services to the Fund under the Agreement.

1.5 Tax-related support. The parties agree that to the extent that the Transfer Agent provides any services under this Agreement that relate to compliance by the Fund with the Internal Revenue Code of 1986, as amended (“Code”) or any other tax law, including without limitation, withholding, as required by federal law, taxes on Shareholder accounts,

6

preparing, filing and mailing U.S. Treasury Department Forms 1099, 1042, and 1042S, and performing and paying backup withholding as required for shareholders, the Transfer Agent will not make any judgments or exercise any discretion of any kind and will provide only ministerial, mechanical, printing, reproducing, and other similar assistance to the Fund. In particular, the Transfer Agent will not make any judgments or exercise any discretion in determining generally the actions that are required in connection with such compliance or when such compliance has been achieved. Except to the extent of making mathematical calculations or completing forms, in each case based on the Fund’s instructions, the Transfer Agent will not make any judgments or exercise any discretion in (1) determining generally: (a) the amounts of taxes that should be withheld on Shareholder accounts; and (b) the amounts that should be reported in or on any specific box or line of any tax form; (2) classifying the status of Shareholders and Shareholder accounts under applicable tax law; and (3) paying withholding and other taxes. The Fund will provide comprehensive instructions to the Transfer Agent in connection with all of the services that are to be provided by the Transfer Agent under this Agreement that relate to compliance by the Fund with the Code or any other tax law, including promptly responding to requests for direction that may be made from time to time by the Transfer Agent.

2. Third Party Administrators for Defined Contribution Plans

2.1 The Fund may decide to make available to certain of its customers, a qualified plan program (the “Program”) pursuant to which the customers (“Employers”) may adopt certain plans of deferred compensation (“Plan or Plans”) for the benefit of the individual Plan participant (the “Plan Participant”), such Plan(s) being qualified under Section 401(a) of the Code and administered by TPAs which may be plan administrators as defined in the Employee Retirement Income Security Act of 1974, as amended.

2.2 In accordance with the procedures established in Schedule 2.1 entitled “Third Party Administrator Procedures,” as may be amended by the Transfer Agent and the Fund from time to time (“Schedule 2.1”), the Transfer Agent shall:

(a) Treat Shareholder accounts established by the Plans in the name of the Trustees, Plans or TPAs, as the case may be, as omnibus accounts;

(b) Maintain omnibus accounts on its records in the name of the TPA or its designee as the Trustee for the benefit of the Plan; and

(c) Perform all services under Section 1 as transfer agent of the Funds and not as a record-keeper for the Plans.

2.3 Transactions identified under Sections 1 and 2 of this Agreement shall be deemed exception services (“Exception Services”) when such transactions:

(a) Require the Transfer Agent to use methods and procedures other than those usually employed by the Transfer Agent to perform transfer agency and recordkeeping services;

7

(b) Involve the provision of information to the Transfer Agent after the commencement of the nightly processing cycle of the TA2000 System; or

(c) Require more manual intervention by the Transfer Agent, either in the entry of data or in the modification or amendment of reports generated by the TA2000 System, than is normally required.

3. Fees and Expenses

3.1 Fee Schedule. For the performance by the Transfer Agent pursuant to this Agreement, the Fund agrees to pay the Transfer Agent the fees and expenses as set forth in the attached fee schedule (“Schedule 3.1”). Such fees and reimbursable expenses and advances identified under Section 3.2 below may be changed from time to time subject to mutual written agreement between the Fund and the Transfer Agent. The parties agree that the fees set forth on Schedule 3.1 shall apply with respect to the Funds set forth on Schedule A hereto as of the date hereof and to any newly created funds added to this Agreement under Section 17 that have requirements consistent with services then being provided by the Transfer Agent under this Agreement. The fees set forth on Schedule 3.1, however, shall not automatically apply to any funds resulting from acquisition or merger subsequent to the execution of this Agreement. In the event that a fund is to become a party to this Agreement as the result of an acquisition or merger then the parties shall confer diligently and in good faith, and agree upon fees applicable to such fund.

3.2 Reimbursable Expenses. In addition to the fees paid under Section 3.1 above, the Fund agrees to reimburse the Transfer Agent for reimbursable expenses, if applicable, including but not limited to: AML/CIP annual fee, suspicious activity reporting for networked accounts, audio response, checkwriting, CT-related database searches, commission fee application, data communications equipment, computer hardware, DST disaster recovery charge, escheatment, express mail and delivery services, federal wire charges, forms and production, freight charges, household tape processing, lost shareholder searches, lost shareholder tracking, magnetic tapes, reels or cartridges, magnetic tape handling charges, manual check pulls, microfiche/COOL, microfilm, network products, new fund implementation, NSCC processing and communications, postage (to be paid in advance if so requested), offsite records storage, outside mailing services, P.O. box rental, print/mail services, programming hours, regulatory compliance fee per CUSIP, reporting (on request and scheduled), returned checks, Short Term Trader, special mailing, statements, supplies, tax reporting (federal and state), telecommunications equipment, telephone (telephone and fax lines), training, transcripts, travel, TIN certification (W-8 & W-9), vax payroll processing, year-end processing and other expenses incurred at the specific direction of the Fund or with advance written notice to the Fund.

3.3 Increases. The fees and charges set forth on Schedule 3.1 shall increase or may be increased (i) in accordance with Section 3.6 below; (ii) upon at least ninety (90) days prior written notice, if changes in laws applicable to its transfer agency business or laws applicable to the Fund, which the Transfer Agent has agreed to abide by and implement

8

increases the Transfer Agent’s ongoing costs to provide the affected service or function by five percent (5%) or more; or (iii) in connection with new or additional services, or new or additional functions, features or modes of operation of the TA2000 system. If the Transfer Agent notifies the Fund of an increase in fees or charges pursuant to subparagraph (ii) of this Section 3.3, the parties shall confer, diligently and in good faith and agree upon a new fee or charges to cover the amount necessary, but not more than such amount, to reimburse the Transfer Agent for the increased costs of operation or new fund features. If the Transfer Agent notified the Fund of an increase in fees under subparagraph (iii) of this Section 3.3, the parties shall confer, diligently and in good faith, and agree upon a new fee to cover such new fund feature.

3.4 Postage. Postage for mailing of dividends, Fund reports and other mailings to all shareholder accounts shall be advanced to the Transfer Agent by the Fund at least seven (7) days prior to the mailing date of such materials.

3.5 Invoices. The Fund agrees to pay all fees and reimbursable expenses within thirty (30) days following the receipt of the respective invoice, except for any fees or expenses that are subject to good faith dispute. In the event of such a dispute, the Fund may only withhold that portion of the fee or expense subject to the good faith dispute. The Fund shall notify the Transfer Agent in writing within twenty-one (21) calendar days following the receipt of each invoice if the Fund is disputing any amounts in good faith. If the Fund does not provide such notice of dispute within the required time, the invoice will be deemed accepted by the Fund. The Fund shall settle such disputed amounts within five (5) days of the day on which the parties agree on the amount to be paid by payment of the agreed amount. If no agreement is reached, then such disputed amounts shall be settled as may be required by law or legal process.

3.6 Cost of Living Adjustment. After the Initial Term, unless the parties shall have otherwise agreed to a new fee schedule in writing, the total fee for all services for each succeeding year shall equal the fee that would be charged for the same services based on a fee rate (as reflected in a fee rate schedule) increased by the percentage increase for the twelve-month period of such previous calendar year of the CPI-W (defined below), or, in the event that publication of such Index is terminated, any successor or substitute index, appropriately adjusted, acceptable to both parties. As used herein, “CPI-W” shall mean the Consumer Price Index for Urban Wage Earners and Clerical Workers for Boston-Brockton-Nashua, MA-NH-ME-CT, (Base Period: 1982-84 = 100), as published by the United States Department of Labor, Bureau of Labor Statistics.

3.7 Late Payments. If any undisputed amount in an invoice of the Transfer Agent (for fees or reimbursable expenses) is not paid when due, the Fund shall pay the Transfer Agent interest thereon (from the due date to the date of payment) at a per annum rate equal to one percent (1.0%) plus the Prime Rate (that is, the base rate on corporate loans posted by large domestic banks) published by The Wall Street Journal (or, in the event such rate is not so published, a reasonably equivalent published rate selected by the Transfer Agent) on the first day of publication during the month when such amount was due.

9

Notwithstanding any other provision hereof, such interest rate shall be no greater than permitted under applicable provisions of Massachusetts law.

4. Representations and Warranties of the Transfer Agent

The Transfer Agent represents and warrants to the Fund that:

4.1 It is a corporation duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts.

4.2 It is duly registered as a transfer agent under Section 17A(c)(2) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and it will remain so registered for the duration of this Agreement. It will promptly notify the Fund in the event of any material change in its status as a registered transfer agent.

4.3 It is duly qualified to carry on its business in The Commonwealth of Massachusetts.

4.4 It is empowered under applicable laws and by its Articles of Organization and By-Laws to enter into and perform the services contemplated in this Agreement.

4.5 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.

4.6 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

5. Representations and Warranties of the Fund

The Fund represents and warrants to the Transfer Agent that:

5.1 It is a trust or corporation duly organized and existing and in good standing under the laws of the state of its organization as set forth on Schedule A.

5.2 It is empowered under applicable laws and by its organizational documents to enter into and perform this Agreement.

5.3 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.

5.4 The Fund is an open-end management investment company registered under the 1940 Act.

5.5 A registration statement under the Securities Act of 1933, as amended, for each Fund is currently effective and will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares being offered for sale by the Fund.

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6.1 Obligation of Sender. The Transfer Agent is authorized to promptly debit the appropriate Fund account(s) upon the receipt of a payment order in compliance with the selected security procedure (the “Security Procedure”) chosen for funds transfer and in the amount of money that the Transfer Agent has been instructed to transfer. The Transfer Agent shall execute payment orders in compliance with the Security Procedure and with the Fund instructions on the execution date provided that such payment order is received by the customary deadline for processing such a request, unless the payment order specifies a later time. All payment orders and communications received after the customary deadline will be deemed to have been received the next business day.

6.2 Security Procedure. The Fund acknowledges that the Security Procedure it has designated on the Selection Form was selected by the Fund from security procedures offered by the Transfer Agent. The Fund shall restrict access to confidential information relating to the Security Procedure to authorized persons as communicated to the Transfer Agent in writing. The Fund must notify the Transfer Agent immediately if it has reason to believe unauthorized persons may have obtained access to such information or of any change in the Fund’s authorized personnel. The Transfer Agent shall verify the authenticity of all Fund instructions according to the Security Procedure.

6.3 Account Numbers. The Transfer Agent shall process all payment orders on the basis of the account number contained in the payment order. In the event of a discrepancy between any name indicated on the payment order and the account number, the account number shall take precedence and govern.

6.4 Rejection. The Transfer Agent reserves the right to decline to process or delay the processing of a payment order which (a) is in excess of the collected balance in the account to be charged at the time of the Transfer Agent’s receipt of such payment order; (b) if initiating such payment order would cause the Transfer Agent, in the Transfer Agent’s sole judgment, to exceed any volume, aggregate dollar, network, time, credit or similar limits which are applicable to the Transfer Agent; or (c) if the Transfer Agent, in good faith, is unable to satisfy itself that the transaction has been properly authorized.

6.5 Cancellation Amendment. The Transfer Agent shall use reasonable efforts to act on all authorized requests to cancel or amend payment orders received in compliance with the Security Procedure provided that such requests are received in a timely manner affording the Transfer Agent reasonable opportunity to act. However, the Transfer Agent assumes no liability if the request for amendment or cancellation cannot be satisfied.

6.6 Errors. The Transfer Agent shall assume no responsibility for failure to detect any erroneous payment order provided that the Transfer Agent complies with the payment order instructions as received and the Transfer Agent complies with the Security Procedure. The Security Procedure is established for the purpose of authenticating payment orders only and not for the detection of errors in payment orders.

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6. Wire Transfer Operating Guidelines/Articles 4A of the Uniform Commercial Code

6.7 Interest. The Transfer Agent shall assume no responsibility for lost interest with respect to the refundable amount of any unauthorized payment order, unless the Transfer Agent is notified of the unauthorized payment order within thirty (30) days of notification by the Transfer Agent of the acceptance of such payment order.

6.8 ACH Credit Entries/Provisional Payments. When the Fund initiates or receives Automated Clearing House credit and debit entries pursuant to these guidelines and the rules of the National Automated Clearing House Association and the New England Clearing House Association, State Street will act as an Originating Depository Financial Institution and/or Receiving Depository Financial Institution, as the case may be, with respect to such entries. Credits given by the Transfer Agent with respect to an ACH credit entry are provisional until the Transfer Agent receives final settlement for such entry from the Federal Reserve B. If the Transfer Agent does not receive such final settlement, the Fund agrees that the Transfer Agent shall receive a refund of the amount credited to the Fund in connection with such entry, and the party making payment to the Fund via such entry shall not be deemed to have paid the amount of the entry.

6.9 Confirmation. Confirmation of Transfer Agent’s execution of payment orders shall ordinarily be provided within twenty four (24) hours notice of which may be delivered through the Transfer Agent’s proprietary information systems, or by facsimile or call-back. Fund must report any objections to the execution of an order within thirty (30) days.

7. Data Access and Proprietary Information

7.1 The Fund acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Fund by the Transfer Agent as part of the Fund ’s ability to access certain Fund -related data maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party (“Data Access Services”) constitute copyrighted, trade secret, or other proprietary information (collectively, “Proprietary Information”) of substantial value to the Transfer Agent or other third party. In no event shall Proprietary Information be deemed Customer Information (as defined in Section 10.2 below) or the confidential information of the Fund. The Fund agrees to treat all Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Fund agrees for itself and its employees and agents to:

(a) Use such programs and databases (i) solely on the Fund’s computers, (ii) solely from equipment at the location agreed to between the Fund and the Transfer Agent and (iii) solely in accordance with the Transfer Agent’s applicable user documentation;

(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Fund’s computer(s)), the Proprietary Information;

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(c) Refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform the Transfer Agent in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent’s instructions;

(d) Refrain from causing or allowing information transmitted from the Transfer Agent’s computer to the Fund’s computer to be retransmitted to any other computer or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);

(e) Allow the Fund to have access only to those authorized transactions as agreed to between the Fund and the Transfer Agent; and

(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent’s expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law.

7.2 Proprietary Information shall not include all or any portion of any of the foregoing items that: (i) are or become publicly available without breach of this Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.

7.3 The Fund acknowledges that its obligation to protect the Transfer Agent’s Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.

7.4 If the Fund notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Fund agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof.

7.5 If the transactions available to the Fund include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is

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undertaken in conformity with security procedures established by the Transfer Agent from time to time.

7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this Section shall survive any earlier termination of this Agreement.

7.7 DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE USED IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES UNDER THIS AGREEMENT ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8. Indemnification

8.1 The Transfer Agent shall not be responsible for, and the Fund shall indemnify and hold the Transfer Agent, and with respect to Section 1.3 and Section 8.1(f) herein, also State Street, harmless, from and against, any and all losses, damages, costs, charges, counsel fees (including the defense of any lawsuit in which the Transfer Agent or affiliate is a named party), payments, expenses and liability arising out of or attributable to:

(a) All actions of the Transfer Agent or its agents or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligence or willful misconduct;

(b) The Fund ’s lack of good faith, negligence or willful misconduct;

(c) The reliance upon, and any subsequent use of or action taken or omitted, by the Transfer Agent, or its agents or subcontractors on: (i) any information, records, documents, data, stock certificates or services, which are received by the Transfer Agent or its agents or subcontractors by machine readable input, facsimile, CRT data entry, electronic instructions, or other similar means authorized by the Fund, and which have been prepared, maintained or performed by the Fund or any other person or firm on behalf of the Fund including but not limited to any broker-dealer, TPA or previous transfer agent; (ii) any instructions or requests of the Fund or any of its officers; (iii) any instructions or opinions of legal counsel with respect to any matter arising in connection with the services to be performed by the Transfer Agent under this Agreement which are provided to the Transfer Agent by counsel to the Fund after consultation with such legal counsel and upon which instructions or opinion the Transfer Agent is expressly permitted to rely or opinions of legal counsel that are obtained by the Transfer Agent; or (iv) any paper or document, reasonably believed to be genuine, authentic, or signed by the proper person or persons;

(d) The offer or sale of Shares in violation of federal or state securities laws or regulations requiring that such Shares be registered, or in violation of any stop order or

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other determination or ruling by any federal or any state agency with respect to the offer or sale of such Shares;

(e) The acceptance of facsimile transaction requests on behalf of individual Shareholders received from broker-dealers, TPAs or the Fund, and the reliance by the Transfer Agent on the broker-dealer, TPA or the Fund ensuring that the original source documentation is in good order and properly retained;

(f) The negotiation and processing of any checks, wires and ACH transmissions including without limitation for deposit into, or credit to, the Fund’s demand deposit accounts maintained by the Transfer Agent; or

(g) Upon the Fund’s request entering into any agreements required by the NSCC for the transmission of Fund or Shareholder data through the NSCC clearing systems.

8.2 To the extent that the Transfer Agent is not entitled to indemnification pursuant to Section 8.1 above and only to the extent of such right, the Fund shall not be responsible for, and the Transfer Agent shall indemnify and hold the Fund harmless from and against any losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising directly out of or attributable to any action or failure of the Transfer Agent to act as a result of the Transfer Agent’s lack of good faith, negligence or willful misconduct in the performance of its services hereunder. For those activities or actions delineated in the Procedures, the Transfer Agent shall be presumed to have used reasonable care, acted without negligence, and acted in good faith if it has acted in accordance with the Procedures.

8.3 In order that the indemnification provisions contained in this Section 8 shall apply, upon the assertion of a claim for which one party may be required to indemnify the other party, the indemnified party shall promptly notify the indemnifying party of such assertion, and shall keep the indemnifying party advised with respect to all developments concerning such claim. The indemnifying party shall have the option to participate with the indemnified party in the defense of such claim or to defend against said claim in its own name or in the name of the indemnified party. The indemnified party shall in no case confess any claim or make any compromise in any case in which the indemnifying party may be required to indemnify the indemnified party except with the indemnifying party’s prior written consent.

8.4 As-of Adjustments.

(a) Notwithstanding anything herein to the contrary, with respect to “as of’ adjustments, the Transfer Agent will not assume one hundred percent (100%) responsibility for losses resulting from “as ofs” due to clerical errors or misinterpretations of shareholder instructions, but the Transfer Agent will discuss with the Fund the Transfer Agent’s accepting liability for an “as of’ on a case-by-case basis and, subject to the limitation set forth in Section 9, will accept financial responsibility for a particular situation resulting in a financial loss to the Fund where such loss is “material,” as hereinafter defined, and, under the particular facts at issue, the Transfer Agent’s conduct was culpable and the Transfer Agent’s conduct is the sole cause of the loss. A loss is “material” for purposes of

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this Section 8.4 when it results in a pricing error on a particular transaction which equals or exceeds one full cent ($.01) per share times the number of shares outstanding or such other amounts as may be adopted by applicable accounting or regulatory authorities from time to time.

(b) If the net effect of the “as of’ transactions that are determined to be caused solely by the Transfer Agent is negative and exceeds the above limit, then the Transfer Agent shall promptly contact the Fund accountants. The Transfer Agent will work with the Fund accountants to determine what, if any, impact the threshold break has on the Fund’s Net Asset Value and what, if any, further action is required. These further actions may include but are not limited to, the Fund re-pricing the affected day(s), the Transfer Agent re-processing, at its expense, all affected transactions in the Fund that took place during the period or a payment to the Fund. The Fund agrees to work in good faith with the Transfer Agent and wherever possible, absent a regulatory prohibition or other mutually agreed upon reason, the Fund agrees to re-price the affected day(s) and to allow the Transfer Agent to re-process the affected transactions. When such re-pricing and re-processing is not possible, and when the Transfer Agent must contribute to the settlement of a loss, the Transfer Agent’s responsibility will commence with that portion of the loss over $0.01 per share calculated on the basis of the total value of all Shares owned by the affected Portfolio (i.e., on the basis of the value of the Shares of the total Portfolio, including all classes of that Portfolio, not just those of the affected class) and the Transfer Agent will make such account adjustments and take such other action as is necessary to compensate Shareholders for Shareholder losses and reimburse the Fund for the amount of Fund losses in accordance with the foregoing standards.

9. Standard of Care

The Transfer Agent shall at all times act in good faith and agrees to use its best efforts within reasonable limits to ensure the accuracy of all services performed under this Agreement, but assumes no responsibility and shall not be liable for loss or damage due to errors, including encoding and payment processing errors, unless said errors are caused by its negligence, bad faith, or willful misconduct or that of its employees or agents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and that Section 4-209 of the Uniform Commercial Code is superseded by Section 9 of this Agreement. This standard of care also shall apply to Exception Services, as defined in Section 2.3 herein, but shall take into consideration and make allowances for the manual processing and non-standard work involved in Exception Services. Notwithstanding the foregoing, the Transfer Agent’s aggregate liability during any term of this Agreement with respect to, arising from or arising in connection with this Agreement, or from all services provided or omitted to be provided by the Transfer Agent under this Agreement for all of the Funds subject to this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed the aggregate of the amounts actually received hereunder by the Transfer Agent as fees and charges, but not including reimbursable expenses, for all of the Funds covered by this Agreement during the twenty-four (24) calendar months immediately preceding the first event for which recovery from the Transfer Agent is being sought. The foregoing limitation on liability shall not apply to any loss or damage resulting from any intentional malicious acts or omissions by the Transfer Agent’s employees. For purposes of this Section 9, “intentional malicious acts or omissions” shall mean those acts undertaken or omitted

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purposefully under the circumstances in which the person knows that such acts or omissions violate this Agreement and are likely to cause damage or harm to the Fund. In the event that a claim giving rise to liability by the Transfer Agent occurs prior to the completion of the first twenty-four (24) months of the Agreement, the limitation on liability shall be calculated by adding: (1) the amounts actually paid hereunder for such period by the Funds to the Transfer Agent as fees and charges, but not including reimbursable expenses; and (2) an amount equal to (x) an average monthly fee (determined based on the actual fees received and number of months that have passed as of the calculation date) multiplied by (y) the number of months remaining to reach twenty-four (24) months.

10. Confidentiality

10.1 The Transfer Agent and the Fund agree that they will not, at any time during the term of this Agreement or after its termination, reveal, divulge, or make known to any person, firm, corporation or other business organization, any Confidential Information (as defined below) of the other party used or gained by the Transfer Agent or the Fund during performance under this Agreement. The Fund and the Transfer Agent further covenant and agree to retain all such Confidential Information in trust for the sole benefit of the Transfer Agent or the Fund and their successors and assigns. In the event of breach of the foregoing by either party, the remedies provided by Section 7.3 shall be available to the party whose Confidential Information is disclosed. The above prohibition of disclosure shall not apply to the extent that the Transfer Agent must disclose such Confidential Information to its sub-contractor or Fund agent for purposes of providing services under this Agreement.

10.2 For purposes of this Agreement, Confidential Information shall mean: (a) with respect to Confidential Information of the Fund: (i) shareholder lists, cost figures and projections, profit figures and projections, all non-public information, including but not limited to trade secrets, proprietary information, and information about products, business methods and business plans relating to the business of the Fund, or any other secret or confidential information whatsoever of the Fund; and (ii) all information that the Fund is obligated by law to treat as confidential for the benefit of third parties, including but not limited to Customer Information (defined below); and (b) with respect to the Transfer Agent’s Confidential Information: all non-public information, including but not limited to trade secrets, proprietary information, and information about products, business methods and business plans, customer names and other information related to customers, fee schedules, price lists, pricing policies, financial information, discoveries, ideas, concepts, software in various stages of development, designs, drawings, specifications, techniques, models, data, source code, object code, documentation, diagrams, flow charts, research, development, processes, procedures, “know-how,” organizational structure, user guides, marketing techniques and materials, marketing and development plans, and data processing software and systems relating to the Transfer Agent’s business, operations or systems or to the business, systems or operations of the Transfer Agent’s affiliates.

10.3 For purposes of this Agreement, “Customer Information” means all the customer identifying data however collected or received, including without limitation, through “cookies” or non-electronic means pertaining to or identifiable to the Fund’s

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Shareholders, prospective shareholders and plan administrators (collectively, “Fund Customers”), including without limitation, (i) name, address, email address, passwords, account numbers, personal financial information, personal preferences, demographic data, marketing data, data about securities transactions, credit data or any other identification data; (ii) any information that reflects the use of or interactions with a Fund service, including the Fund’s web site; or (iii) any data otherwise submitted in the process of registering for a Fund service. For the avoidance of doubt, Customer Information shall include all “nonpublic personal information,” as defined under the Gramm-Leach-Bliley Act of 1999 (Public Law 106-102, 113 Stat. 1138) (“GLB Act”) and the Massachusetts Standards for the Protection of Personal Information, 201 CMR 17.00, et seq., (“Mass Privacy Act”). This Agreement shall not be construed as granting any ownership rights in Transfer Agent to Customer Information.

10.4 The Transfer Agent represents, covenants, and warrants that Transfer Agent will use Confidential Information, including Customer Information, only in compliance with (i) the provisions of this Agreement, (ii) its own Privacy and Information Sharing Policy, as amended and updated from time to time and (iii) federal and state privacy laws, including the GLB Act and the Mass Privacy Act, as such is applicable to its transfer agency business.

10.5 In the event that any requests or demands are made for the inspection of the Shareholder records of the Fund, other than request for records of Shareholders pursuant to standard subpoenas from state or federal government authorities (i.e., divorce and criminal actions), the Transfer Agent will use reasonable efforts to notify the Fund (except where prohibited by law) and to secure instructions from an authorized officer of the Fund as to such inspection. The Transfer Agent expressly reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by counsel that it may be held liable for the failure to exhibit the Shareholder records to such person or if required by law or court order.

11. Covenants of the Fund and the Transfer Agent

11.1 The Fund shall promptly furnish to the Transfer Agent the following:

(a) A certified copy of the resolution of the Board of Trustees or the Board of Directors, as the case may be, of the Fund authorizing the appointment of the Transfer Agent and the execution and delivery of this Agreement; and

(b) A copy of the organizational documents of the Fund and all amendments thereto.

11.2 The Transfer Agent hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Fund for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices.

11.3 Records. The Transfer Agent shall keep records relating to the services to be performed

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hereunder, in the form, manner and for such periods, as it may deem advisable and as may be required by the laws and regulations applicable to its business as a Transfer Agent, including those set forth in 17 CFR 240.17Ad-6 and 17 CFR 240.17Ad-7, as such regulations may be amended from time to time. The Transfer Agent shall also maintain customary records in connection with its agency for the Fund; particularly those records required to be maintained pursuant to subparagraph (2)(iv) of paragraph (b) of Rule 31a-1 under the Investment Company Act of 1940. Records maintained by the Transfer Agent on behalf of the Fund shall be made available for reasonable examinations by the SEC upon reasonable request and shall be maintained by the Transfer Agent for such period as required by applicable law or until such earlier time as the Transfer Agent has delivered such records into the Fund’s possession or destroyed them at the Fund’s request.

11.4 Compliance Program. The Transfer Agent maintains and will continue to maintain a comprehensive compliance program reasonably designed to prevent violations of the federal securities laws pursuant to Rule 38a-1 under the 1940 Act. Pursuant to its compliance program, the Transfer Agent will provide periodic measurement reports to the Fund. Upon request of the Fund, the Transfer Agent will provide to the Fund in connection with any periodic annual or semi-annual shareholder report filed by the Fund or, in the absence of the filing of such reports, on a quarterly basis, a sub-certification pursuant to the Sarbanes-Oxley Act of 2002 with respect to the Transfer Agent’s performance of the services set forth in this Agreement and its internal controls related thereto. In addition, on a quarterly basis, the Transfer Agent will provide to the Fund a certification in connection with Rule 38a-1 under the 1940 Act. The Transfer Agent reserves the right to amend and update its compliance program and the measurement tools and certifications provided thereunder from time to time in order to address changing regulatory and industry developments.

11.5 SAS70 Reports. The Transfer Agent will furnish to the Fund, on a semi-annual basis, a report in accordance with Statements on Auditing Standards No. 70 (the “SAS70 Report”) as well as such other reports and information relating to the Transfer Agent’s policies and procedures and its compliance with such policies and procedures and with the laws applicable to its business and its services, as the Fund may reasonably request.

11.6 Information Security. The Transfer Agent maintains and will continue to maintain at each service location physical and information security and data protection safeguards against the destruction, loss, theft or alteration of the Fund’s Confidential Information, including Customer Information, in the possession of the Transfer Agent that will be no less rigorous than those in place at the effective date of this Agreement, and from time to time enhanced in accordance with changes in regulatory requirements. The Transfer Agent will, at a minimum, update its policies to remain compliant with regulatory requirements, including those under the GLB Act and the Mass Privacy Act, to the extent applicable to its business. The Transfer Agent will meet with the Fund, at its request, on an annual basis to discuss information security safeguards. If the Transfer Agent or its agents discover or are notified that someone has violated security relating to the Fund’s Confidential Information, including Customer Information, the Transfer Agent will promptly (a) notify the Fund of such violation, and (b) if the applicable Confidential

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Information was in the possession or under the control of the Transfer Agent or its agents at the time of such violation, the Transfer Agent will promptly (i) investigate, contain and address the violation, and (ii) advise the Fund as to the steps being taken that are reasonably designed to prevent future similar violations.

11.7 Business Continuity. The Transfer Agent will maintain a comprehensive business continuity plan and will provide an executive summary of such plan upon reasonable request of the Fund. The Transfer Agent will test the adequacy of its business continuity plan at least annually and upon request, the Fund may participate in such test. Upon request by the Fund, the Transfer Agent will provide the Fund with a letter assessing the most recent business continuity test results. In the event of a business disruption that materially impacts the Transfer Agent’s provision of services under this Agreement, the Transfer Agent will promptly notify the Fund of the disruption and the steps being implemented under the business continuity plan.

12. Termination of Agreement

12.1 Term. The initial term of this Agreement (the “Initial Term”) shall be three (3) years from the Effective Date unless terminated pursuant to the provisions of this Section 12. The term may be renewed by mutual agreement of the Transfer Agent and the individual Fund for successive periods of one year each (“Renewal Term”). Either the Transfer Agent or the Fund shall give written notice to the other party one hundred twenty (120) days before the expiration of the Initial Term or of a Renewal Term if such party desires not to renew the term for an additional one year period and in the absence of such notice the Agreement shall renew automatically for such one year term. In the event a Fund wishes to terminate this Agreement as to the Fund prior to the expiration of the Initial Term or a Renewal Term, the Fund shall give one hundred twenty (120) days prior written notice to the Transfer Agent and shall be subject to the terms of this Section, including the payments applicable under Section 12.3. One hundred twenty (120) days before the expiration of the Initial Term or a Renewal Term, the Transfer Agent and the Fund will agree upon a Fee Schedule for the upcoming Renewal Term. In the event the parties fail to agree upon a new Fee Schedule as of such date, the Fee Schedule set forth as Schedule 3.1 hereto shall remain in effect subject to increase under Section 3.6. Notwithstanding the termination or non-renewal of this Agreement, the terms and conditions of this Agreement shall continue to apply until the completion of Deconversion (defined below).

12.2 Deconversion. In the event that this Agreement is terminated or not renewed for any reason by the Fund, the Transfer Agent agrees that, in order to provide for uninterrupted service to the Fund, the Transfer Agent, at Fund’s request, shall offer reasonable assistance to the Fund in converting the Fund’s TA2000 account records from the Transfer Agent’s systems (a “Deconversion”) using its standard file layouts (a “standard Deconversion”). The Fund may elect, at its expense, to use a file layout of another service provider, or that is different from the Transfer Agent’s standard, or may require other custom programming with respect to the conversion of its TA2000 account records (a “nonstandard Deconversion”). If the Fund makes such an election, the Fund shall provide the Transfer Agent with its conversion requirements. The Transfer Agent shall provide

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the Fund with a written estimate for approval of such non-standard Deconversion cost, based on the Fund’s specifications and the Transfer Agent’s standard rates in effect at the time, prior to the commencement of any Deconversion activity. If the Fund requests the movement or destruction of original source documentation then held by the Transfer Agent or its storage vendor or the conversion of proprietary AWD images, such costs shall be separate expenses paid by the Fund and are not part of the standard Deconversion. As used herein “reasonable assistance” shall not include requiring the Transfer Agent (i) to assist any new service or system provider to modify, to alter, to enhance, or to improve such provider’s system, or to provide any new functionality to such provider’s system, (ii) to disclose any protected information of the Transfer Agent, including the Proprietary Information as defined in Section 7.1, or (iii) to develop Deconversion software, to modify any of the Transfer Agent’s software, or to otherwise alter the format of the data as maintained on any provider’s systems.

12.3 Termination or Non Renewal.

(a) Outstanding Fees and Charges. In the event of termination or non-renewal of this Agreement, the Fund will promptly pay the Transfer Agent all fees and charges for the services provided under this Agreement (i) which have been accrued and remain unpaid as of the date of such notice of termination or non-renewal and (ii) which thereafter accrue for the period through and including the date of the Fund’s Deconversion.

(b) Deconversion Costs and Post Deconversion Support Fees. In the event of termination or non-renewal of this Agreement, the Fund shall pay the Transfer Agent for the Deconversion costs as noted in Section 12.2 and all reasonable fees and expenses for providing any support services that the Fund requests the Transfer Agent to provide post Deconversion, including but not limited to tax reporting and open issue resolution.

(c) Early Termination for Convenience. In addition to the foregoing, in the event that the Fund terminates this Agreement prior to the end of the Initial Term or any Renewal Term other than (i) upon the mutual written agreement of the parties; or (ii) due to the Transfer Agent’s bankruptcy under Section 12.6; or (iii) for cause under Section 12.7; or (iv) due to a final written adjudication by a court of competent jurisdiction or a final written order of a regulatory agency with authority over the Transfer Agent, that the Transfer Agent is guilty of criminal behavior in the conduct of its business, the Fund shall pay the Transfer Agent an amount equal to the average monthly fee paid by the Fund to the Transfer Agent under the Agreement multiplied by the number of months remaining in the Initial or Renewal Term and calculated as set forth on the then current Fee Schedule, on the date notice of termination was given to the Transfer Agent.

12.4 Confidential Information. Upon termination of this Agreement, each party shall return to the other party all copies of confidential or proprietary materials or information received from such other party hereunder, other than materials or information required to be retained by such party under applicable laws or regulations.

12.5 Unpaid Invoices. The Transfer Agent may terminate this Agreement immediately upon an unpaid invoice payable by the Fund to the Transfer Agent being outstanding for more

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than ninety (90) days after receipt by the Fund, except with respect to any amount subject to a good faith dispute within the meaning of Section 3.5 of this Agreement.

12.6 Bankruptcy. Either party hereto may terminate this Agreement by notice to the other party, effective at any time specified therein, in the event that (a) the other party ceases to carry on its business or (b) an action is commenced by or against the other party under Title 11 of the United States Code or a receiver, conservator or similar officer is appointed for the other party and such suit, conservatorship or receivership is not discharged within thirty (30) days.

12.7 Cause. If either of the parties hereto becomes in default in the performance of its duties or obligations hereunder and such default has a material adverse effect on the other party, then the non-defaulting party may give notice to the defaulting party specifying the nature of the default in sufficient detail to permit the defaulting party to identify and cure such default. If the defaulting party fails to cure such default within thirty (30) days of receipt of such notice, or within such other period of time as the parties may agree is necessary for such cure, then the non-defaulting party may terminate this Agreement upon notice of not less than five (5) days to the defaulting party.

12.8 In the event that the Fund terminates this Agreement prior to the end of the Initial Term or any Renewal Term, other than by reason of the Transfer Agent’s bankruptcy under Section 12.6 or for cause under Section 12.7, then effective as of the first day of any month in which the Transfer Agent receives notice of such termination, all discounts of fees and charges or fee concessions provided under this Agreement and any related agreements shall cease and shall be recoverable retroactively to the date such discount or fee concession was first granted and the Fund shall return the amount of any such discounts and fee concessions and thereafter pay full, undiscounted fees and charges for the services.

12.9 The parties agree that the effective date of any Deconversion as a result of termination hereof shall not occur during the period from December 15th through March 1st of any year to avoid adversely impacting a year-end.

12.10 Within thirty (30) days after completion of a Deconversion, the Funds will give notice to the Transfer Agent containing reasonable instructions regarding the disposition of tapes, data files, records, original source documentation or other property belonging to the Fund and then in the Transfer Agent’s possession and shall make payment for the Transfer Agent’s reasonable costs to comply with such notice. If the Fund fails to give that notice within thirty (30) days after termination of this Agreement, then the Transfer Agent may dispose of such property as it sees fit. The reasonable costs of any such disposition or of the continued storage of such tapes, data files, records, original source documentation or other properties shall be billed to, and within thirty (30) days of receipt of such invoice paid by, the Fund. Failure to pay such sums when due shall incur a late charge in accordance with Section 3.7 of this Agreement. In no event shall the Transfer Agent be required to keep archived versions of Fund records beyond the requirements of law applicable to its transfer agency business and the terms of this Section 12.10. In the event the Fund terminates this Agreement and later re-engages the Transfer Agent for performance of transfer agency services, the Fund agrees to pay the reasonable administrative costs for recovery of any

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records that are still in the Transfer Agent’s possession.

13. Assignment and Third Party Beneficiaries

13.1 Except as provided in Section 14.1 below, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party. Any attempt to do so in violation of this Section shall be void. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement.

13.2 Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Transfer Agent and the Fund, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of the Transfer Agent and the Fund. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.

13.3 This Agreement does not constitute an agreement for a partnership or joint venture between the Transfer Agent and the Fund. Other than as provided in Section 14.1 and Schedule 1.2(f), neither party shall make any commitments with third parties that are binding on the other party without the other party’s prior written consent.

14. Subcontractors

14.1 The Transfer Agent may, without further consent on the part of the Funds, subcontract for the performance hereof with an affiliate of the Transfer Agent which is duly registered as a transfer agent pursuant to Section 17A(c)(2) of the 1934 Act or, with regard to print/mail services, to DST Output, Inc., an affiliate of the Transfer Agent; provided, however, that the Transfer Agent shall be fully responsible to the Funds for the acts and omissions of its affiliate as it is for its own acts and omissions. The foregoing shall not be deemed to apply to any direct contracts between the Fund and any affiliate of the Transfer Agent as to which the Transfer Agent is not a party. The Transfer Agent may provide the services hereunder from service locations within or outside of the United States.

14.2 For purposes of this Agreement, unaffiliated third parties such as, by way of example and not limitation, Airborne Services, Federal Express, United Parcel Service, the U.S. Mails, the NSCC and telecommunication companies, shall not be deemed to be subcontractors of the Transfer Agent.

15. Changes and Modifications

15.1 During the term of this Agreement the Transfer Agent will use on behalf of the Fund, without additional cost, all modifications, enhancements, or changes which its affiliate DST Systems, Inc. may make to the TA2000 System in the normal course of its business and which are applicable to functions and features offered by the Fund, unless substantially all clients of the Transfer Agent are charged separately for such modifications, enhancements

23

or changes, including, without limitation, substantial system revisions or modifications necessitated by changes in existing laws, rules or regulations. The Fund agrees to pay the Transfer Agent promptly for modifications and improvements which are charged for separately at the rate provided for in the Transfer Agent’s standard pricing schedule which shall be identical for substantially all clients, if a standard pricing schedule shall exist. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged.

15.2 The Transfer Agent shall have the right, at any time and from time to time, to alter and modify any systems, programs, procedures or facilities used or employed in performing its duties and obligations hereunder; provided that the Fund will be notified as promptly as possible prior to implementation of such alterations and modifications and that no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Fund in using or employing the TA2000 System or the Transfer Agent’s facilities hereunder or the reports to be generated by such system and facilities hereunder, unless the Fund is given thirty (30) days prior notice to allow the Fund to change its procedures and unless the Transfer Agent provides the Fund with revised operating procedures and controls.

15.3 All enhancements, improvements, changes, modifications or new features added to the TA2000 System however developed or paid for shall be, and shall remain, the confidential and exclusive property of, and proprietary to, DST Systems, Inc., an affiliate of the Transfer Agent.

16. Miscellaneous

16.1 Amendment. This Agreement may be amended or modified by a written agreement executed by both parties and authorized or approved by a resolution of the Board of Trustees or the Board of Directors, as the case may be, of the Fund.

16.2 Massachusetts Law to Apply. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of The Commonwealth of Massachusetts.

16.3 Force Majeure. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, acts of war or terrorism, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes.

16.4 Consequential Damages. Neither party to this Agreement shall be liable to the other party for special, indirect or consequential damages under any provision of this Agreement or for any special, indirect or consequential damages arising out of any act or failure to act hereunder.

16.5 Survival. All provisions regarding indemnification, warranty, liability, and limits thereon, and confidentiality and/or protections of proprietary rights and trade secrets shall survive

24

the termination of this Agreement.

16.6 Severability. If any provision or provisions of this Agreement shall be held invalid, unlawful, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.

16.7 Priorities Clause. In the event of any conflict, discrepancy or ambiguity between the terms and conditions contained in this Agreement and any Schedules or attachments hereto, the terms and conditions contained in this Agreement shall take precedence.

16.8 Waiver. No waiver by either party or any breach or default of any of the covenants or conditions herein contained and performed by the other party shall be construed as a waiver of any succeeding breach of the same or of any other covenant or condition.

16.9 Merger of Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.

16.10 Counterparts. This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

16.11. Reproduction of Documents. This Agreement and all schedules, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction shall likewise be admissible in evidence.

16.12 Notices. All notices and other communications as required or permitted hereunder shall be in writing and sent by first class mail, postage prepaid, addressed as follows or to such other address or addresses of which the respective party shall have notified the other.

(a)	If to the Transfer Agent, to: Boston Financial Data Services, Inc. 2000 Crown Colony Drive Quincy, Massachusetts 02169 Attention: Legal Department Facsimile: (617) 483-7091
(b)	If to the Funds, to: Ridgeworth Funds 50 Hurt Plaza, Suite 1400 Atlanta, GA 30303 Attention: Julia R. Short, President Telephone: 404-581-1656 Facsimile: 404-813-9040

25

17. Additional Portfolios/ Funds

17.1 Additional Portfolios. In the event that a Fund establishes one or more series of Shares, in addition to those listed on the attached Schedule A, with respect to which it desires to have the Transfer Agent render services as transfer agent under the terms hereof, it shall so notify the Transfer Agent in writing, and if the Transfer Agent agrees in writing to provide such services, such series of Shares shall become a Portfolio hereunder by the parties amending the Schedule A to include the additional series.

17.2 Additional Funds. In the event that an entity affiliated with the Funds, in addition to those listed on the Schedule A, desires to have the Transfer Agent render services as transfer agent under the terms hereof and the Transfer Agent agrees to provide such services, upon completion of an amended Schedule A signed by all parties to the Agreement, such entity shall become a Fund hereunder and any series thereof shall become a Portfolio hereunder.

17.3 Conditions re: Additional Funds/Portfolios. In the event that the Transfer Agent is to become the transfer agent for new funds or portfolios, the Transfer Agent shall add them to the TA2000 System upon at least thirty (30) days’ prior written notice to the Transfer Agent provided that the requirements of such funds or portfolios are generally consistent with services then being provided by the Transfer Agent under this Agreement, in which case the fees and expenses for such additional funds or portfolios shall be determined in accordance with Section 3.1.

18. Limitations of Liability of the Trustees and Shareholders

In the case where the Fund is a trust, a copy of the trust instrument (if applicable) is on file with the Secretary of the State of the state of its organization, and notice is hereby given that this instrument is executed on behalf of the trustees of the trust as trustees and not individually and that the obligations of this instrument are not binding upon any of the trustees or Shareholders individually but are binding only upon the assets and property of the Fund.

26

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written.

	EACH OF THE RIDGEWORTH FUNDS, INDIVIDUALLY AND NOT JOINTLY, AS LISTED ON SCHEDULE A
	By:	/S/ Julia Short
	Name:	Julia Short
	Title:	President
	As an Authorized Officer on behalf of each of the Funds indicated on Schedule A
ATTEST:
/S/ Diana B. Hanlin
	BOSTON FINANCIAL DATA SERVICES, INC.
	By:	/S/ Richard J. Johnson, Jr.
	Name:	Richard J. Johnson, Jr.
	Title:	Division Vice President
ATTEST:
/S/ Jill Sullivan Brown

27

SCHEDULE A

Listing of Funds

RidgeWorth Funds:

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 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
Real Estate 130/30 Fund
Seix Floating Rate High Income Fund
Seix Global Strategy Fund
Seix High Yield Fund

Schedule A-1

SCHEDULE A
(Continued)
Listing of Funds

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
Total Return Bond Fund
U.S. Equity 130/30 Fund
U.S. Government Securities Fund
U.S. Government Securities Ultra-Short Bond Fund
Ultra-Short Bond Fund
Virginia Intermediate Municipal Bond Fund

Schedule A-2

SCHEDULE 1.2(f)
AML DELEGATION
Dated: October 23, 2010

1. Delegation.

1.1 In order to assist the Fund with the Fund’s AML responsibilities under applicable AML laws, the Transfer Agent offers certain risk-based AML Procedures that are reasonably designed to: (i) promote the detection and reporting of potential money laundering activities; and (ii) assist in the verification of persons opening accounts with the Fund. The Fund has had an opportunity to review the AML Procedures with the Transfer Agent and desires to implement the AML Procedures as part of the Fund’s overall AML program (the “AML Program”).

1.2 Accordingly, subject to the terms and conditions set forth in this Agreement, the Fund hereby instructs and directs the Transfer Agent to implement the AML Procedures as set forth in Section 4 below on the Fund’s behalf and delegates to the Transfer Agent the day-to-day operation of the AML Procedures. The AML Procedures set forth in Section 4 may be amended, from time to time, by mutual agreement of the Fund and the Transfer Agent upon the execution by such parties of a revised Schedule 1.2(f) bearing a later date than the date hereof.

1.3 The Transfer Agent agrees to perform such AML Procedures, with respect to the ownership of Shares in the Fund for which the Transfer Agent maintains the applicable shareholder information, subject to and in accordance with the terms and conditions of this Agreement.

2.

Consent to Examination. In connection with the performance by the Transfer Agent of the AML Procedures, the Transfer Agent understands and acknowledges that the Fund remains responsible for assuring compliance with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”) and that the records the Transfer Agent maintains for the Fund relating to the AML Program may be subject, from time to time, to examination and/or inspection by federal regulators in order that the regulators may evaluate such compliance. The Transfer Agent hereby consents to such examination and/or inspection and agrees to cooperate with such federal examiners in connection with their review. For purposes of such examination and/or inspection, the Transfer Agent will use its best efforts to make available, during normal business hours and on reasonable notice all required records and information for review by such examiners.

3.

Limitation on Delegation. The Fund acknowledges and agrees that in accepting the delegation hereunder, the Transfer Agent is agreeing to perform only the AML Procedures, as may be amended from time to time, and is not undertaking and shall not be responsible for any other aspect of the AML Program or for the overall compliance by the Fund with the USA PATRIOT Act or for any other matters that have not been delegated

Schedule 1.2(f) - 1

hereunder. Additionally, the parties acknowledge and agree that the Transfer Agent shall only be responsible for performing the AML Procedures with respect to the ownership of, and transactions in, Shares in the Fund for which the Transfer Agent maintains the applicable Shareholder information.

4. AML Procedures

4.1 Consistent with the services provided by the Transfer Agent and with respect to the ownership of Shares in the Fund for which the Transfer Agent maintains the applicable Shareholder information, the Transfer Agent shall:

(a) On a daily basis, submit all new customer account registrations and registration changes against the Office of Foreign Assets Control (“OFAC”) database and such other lists or databases as may be required from time to time by applicable regulatory authorities;

(b) Submit all account registrations through OFAC databases and such other lists or databases as may be required from time to time by applicable regulatory authorities;

(c) On a daily basis, submit special payee information from checks, outgoing wires and systematic withdrawal files through the OFAC database;

(d) Review certain types of redemption transactions that occur within thirty (30) days of an account establishment, registration change, or banking information change (e.g. redemption by check after address change; redemption by wire after banking information change; or redemptions over a certain % after establishment);

(e) Review wires sent pursuant to banking instructions other than those on file with the Transfer Agent;

(f) Review accounts with small balances followed by large purchases;

(g) Review accounts with frequent activity within a specified date range followed by a large redemption;

(h) Review purchase and redemption activity by check that meets or exceeds $100,000 threshold on any given day;

(i) Determine when a suspicious activity report (“SAR”) should be filed as required by regulations applicable to mutual funds; prepare and file the SAR; provide the Fund with a copy of the SAR within a reasonable time after filing; and notify the Fund if any further communication is received from the U.S. Department of the Treasury or other law enforcement agencies regarding such filing;

(j) Compare account information to any FinCEN request received by the Fund and provided to the Transfer Agent pursuant to USA PATRIOT Act Sec. 314(a). Provide the Fund with the necessary information for it to respond to such request within required time frame;

Schedule 1.2(f) - 2

(k) (i) Take reasonable steps to verify the identity of any person seeking to become a new customer of the Fund and notify the Fund in the event such person cannot be verified, (ii) Maintain records of the information used to verify the person’s identity, as required, and (iii) Determine whether the person appears on any lists of known or suspected terrorists or terrorist organizations provided to the Fund by any government agency;

(1) Conduct due diligence and if required, enhanced due diligence in accordance with 31 C.F.R. 103.176(b) for new and existing correspondent accounts for foreign financial institutions (as defined in 31 C.F.R. 103.175). The Transfer Agent will perform an assessment of the money laundering risk presented by the account based on a consideration of relevant factors in accordance with applicable law and information provided by the foreign financial institution in a financial institution questionnaire. If an account is determined to have a medium or above risk-ranking, the Transfer Agent will monitor the account on a monthly basis for unusual activity. In the situation where due diligence cannot be completed with respect to an account, the Transfer Agent will contact the Fund’s AML Officer for further instruction.

(m) Upon the request by the Fund, conduct due diligence to determine if the Fund is involved with any foreign jurisdiction, institution, class of transactions and a type of account designated, from time to time, by the U.S. Department of Justice in order to identify and take certain “special measures” against such entities as required under Section 311 of the USA PATRIOT Act (31 C.F.R. 103.193).

4.2 In the event that the Transfer Agent detects activity as a result of the foregoing procedures, which necessitates the filing by the Transfer Agent of a SAR or other similar report or notice to OFAC, then the Transfer Agent shall also immediately notify the Fund, unless prohibited by applicable law.

Schedule 1.2(f) - 3

SCHEDULE 1.2(i)
OMNIBUS TRANSPARENCY SERVICES
Dated: October 23, 2010

A. The Funds shall provide the following information to the Transfer Agent:

1. The name and contact information for the Financial Intermediary, with which the Funds have a “shareholder information agreement” (under which the Financial Intermediary agrees to provide, at the Fund’s request, identity and transaction information about shareholders who hold their shares through an account with the Financial Intermediary (an “accountlet”)), that is to receive an information request;

2.	The Funds to be included, along with each Fund’s frequency trading policy, under surveillance for the Financial Intermediary;
3.	The frequency of supplemental data requests from the Transfer Agent;
4.	The duration of supplemental data requests (e.g. 60 days, 90 days); and
5.	The expected turnaround time for a response from the Financial Intermediary to an information request (including requests for supplemental data)

B. Upon receipt of the foregoing information, the Funds hereby authorize and instruct the Transfer Agent to perform the following Services:

1. Financial Intermediary Surveillance Schedules.

(a) Create a system profile and infrastructure based upon parameters set by the Fund to establish and maintain Financial Intermediary surveillance schedules and communication protocoUlinks.

(b) Initiate information requests to the Financial Intermediaries.

2. Data Management Monitoring

(a) Monitor status of information requests until all supplemental data is received.

(b) If a Financial Intermediary does not respond to a second request from the Transfer Agent, the Transfer Agent shall notify the Fund for the Fund to follow-up with the Financial Intermediary.

3. Customized Reporting for Market Timing Analysis

(a) Run information received from the Financial Intermediaries through TA2000 System functionalities.

(b) Generate exception reports using parameters provided by the Funds.

4. Daily Exception Analysis of Market Timing Policies for Supplemental Data Provided

(a) Review daily short-term trader exceptions, daily excessive trader exceptions, and daily supplemental data reconciliation exceptions.

(b) Analyze Financial Intermediary supplemental data (items), which are identified as “Potential Violations” based on parameters established by the Funds.

(c) — Confirm exception trades and if necessary, request additional information regarding Potential Violations.

5. Communication and Resolution of Market Timing Exceptions

(a) Communicate results of analysis to the Funds or upon request of the Funds directly to the Financial Intermediary.

Schedule 1.2(i) - 1

(b) Unless otherwise requested by the Funds and as applicable, instruct the Financial Intermediary to (i) restrict trading on the accountlet, (ii) cancel a trade, or (iii) prohibit future purchases or exchanges.

(c) Update AWD Work Object with comments detailing resolution.

(d) Keep a detailed record of all data exceptions and inquires with regards to potential violations.

6. Management Reporting

(a) Provide periodic reports, in accordance with agreed upon frequency and content parameters, to the Funds. As reasonably requested by the Funds, the Transfer Agent shall furnish ad hoc reports to the Funds.

7. Support Due Diligence Programs

(a) Update system watch list with pertinent information on trade violators.

(b) Maintain a detailed audit trail of all accounts that are blocked and reason for doing so.

Schedule 1.2(i) - 2

SCHEDULE 2.1
THIRD PARTY ADMINISTRATORS PROCEDURES
Dated: October 23, 2010

1.	On each day on which both the New York Stock Exchange and the Fund are open for business (a “Business Day”), the TPA(s) shall receive, on behalf of and as agent of the Fund, Instructions (as hereinafter defined) from the Plan. Instructions shall mean as to each Fund (i) orders by the Plan for the purchases of Shares, and (ii) requests by the Plan for the redemption of Shares; in each case based on the Plan’s receipt of purchase orders and redemption requests by Participants in proper form by the time required by the term of the Plan, but not later than the time of day at which the net asset value of a Fund is calculated, as described from time to time in that Fund’s prospectus. Each Business Day on which the TPA receives Instructions shall be a “Trade Date.”
2.	The TPA(s) shall communicate the TPA(s)’s acceptance of such Instructions, to the applicable Plan.
3.	On the next succeeding Business Day following the Trade Date on which it accepted Instructions for the purchase and redemption of Shares, (TD+1), the TPA(s) shall notify the Transfer Agent of the net amount of such purchases or redemptions, as the case may be, for each of the Plans. In the case of net purchases by any Plan, the TPA(s) shall instruct the Trustees of such Plan to transmit the aggregate purchase price for Shares by wire transfer to the Transfer Agent on (TD+1). In the case of net redemptions by any Plan, the TPA(s) shall instruct the Fund’s custodian to transmit the aggregate redemption proceeds for Shares by wire transfer to the Trustees of such Plan on (TD+1). The times at which such notification and transmission shall occur on (TD+l) shall be as mutually agreed upon by each Fund, the TPA(s), and the Transfer Agent.
4.	The TPA(s) shall maintain separate records for each Plan, which record shall reflect Shares purchased and redeemed, including the date and price for all transactions, and Share balances. The TPA(s) shall maintain on behalf of each of the Plans a single master account with the Transfer Agent and such account shall be in the name of that Plan, the TPA(s), or the nominee of either thereof as the record owner of Shares owned by such Plan.
5.	The TPA(s) shall maintain records of all proceeds of redemptions of Shares and all other distributions not reinvested in Shares.
6.	The TPA(s) shall prepare, and transmit to each of the Plans, periodic account statements showing the total number of Shares owned by that Plan as of the statement closing date, purchases and redemptions of Shares by the Plan during the period covered by the statement, and the dividends and other distributions paid to the Plan on Shares during the statement period (whether paid in cash or reinvested in Shares).

Schedule 2.1 - 1

7.	The TPA(s) shall, at the request and expense of each Fund, transmit to the Plans prospectuses, proxy materials, reports, and other information provided by each Fund for delivery to its Shareholders.
8.	The TPA(s) shall, at the request of each Fund, prepare and transmit to each Fund or any agent designated by it such periodic reports covering Shares of each Plan as each Fund shall reasonably conclude are necessary to enable the Fund to comply with state Blue Sky requirements.
9.	The TPA(s) shall transmit to the Plans confirmation of purchase orders and redemption requests placed by the Plans; and
10.	The TPA(s) shall, with respect to Shares, maintain account balance information for the Plan(s) and daily and monthly purchase summaries expressed in Shares and dollar amounts.
11.	Plan sponsors may request, or the law may require, that prospectuses, proxy materials, periodic reports and other materials relating to each Fund be furnished to Participants in which event the Transfer Agent or each Fund shall mail or cause to be mailed such materials to Participants. With respect to any such mailing, the TPA(s) shall, at the request of the Transfer Agent or each Fund, provide at the TPA(s)’s expense a complete and accurate set of mailing labels with the name and address of each Participant having an interest through the Plans in Shares.

Schedule 2.1 - 2

EX-99.28(I)

Exhibit 28(i)

Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue, NW
Washington, DC 20004
Tel: 202.739.3000
Fax: 202.739.3001
www.morganlewis.com

July 29, 2011

RidgeWorth Funds
101 Federal Street
Boston, MA 02110

Re: Opinion of Counsel Regarding Post-Effective Amendment No. 84 to the Registration Statement Filed on Form N-1A Under the Securities Act of 1933 (File No. 033-45671)

Ladies and Gentlemen:

We have acted as counsel to RidgeWorth Funds (the “Trust”), a Massachusetts voluntary association (commonly referred to as a business trust), in connection with the above-referenced registration statement on Form N-1A (as amended, the “Registration Statement”), which relates to the Trust’s units of beneficial interest, with no par value per share (collectively, the “Shares”). This opinion is being delivered to you in connection with the Trust’s filing of Post-Effective Amendment No. 84 to the Registration Statement (the “Amendment”) to be filed with the U.S. Securities and Exchange Commission pursuant to Rule 485(b) under the Securities Act of 1933 (the “1933 Act”). With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.

In connection with this opinion, we have reviewed, among other things, copies of the following documents:

(a)	a certificate of the Commonwealth of Massachusetts as to the existence of the Trust;
(b)	the Trust’s Agreement and Declaration of Trust and all amendments and supplements thereto (the “Declaration of Trust”);
(c)	a certificate executed by Julie Tedesco, the Secretary and Chief Legal Officer of the Trust, certifying as to, and attaching copies of, the Trust’s Declaration of Trust and Amended and Restated By-Laws (the “By-Laws”), and certain resolutions adopted by the Board of Trustees of the Trust authorizing the issuance of the Shares; and
(d)	a printer’s proof of the Amendment.

In our capacity as counsel to the Trust, we have examined the originals, or certified, conformed or reproduced copies, of all records, agreements, instruments and documents as we have deemed relevant or necessary as the basis for the opinion hereinafter expressed. In all such examinations, we have assumed the legal capacity of all natural persons executing documents, the genuineness of all signatures, the authenticity of all original or certified copies, and the conformity to original or certified copies of all

copies submitted to us as conformed or reproduced copies. As to various questions of fact relevant to such opinion, we have relied upon, and assume the accuracy of, certificates and oral or written statements of public officials and officers or representatives of the Trust. We have assumed that the Amendment, as filed with the U.S. Securities and Exchange Commission, will be in substantially the form of the printer’s proof referred to in paragraph (d) above.

Based upon, and subject to, the limitations set forth herein, we are of the opinion that the Shares, when issued and sold in accordance with the Declaration of Trust and By-Laws, and for the consideration described in the Registration Statement, will be legally issued, fully paid and non-assessable under the laws of the Commonwealth of Massachusetts.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not concede that we are in the category of persons whose consent is required under Section 7 of the 1933 Act.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP

EX-99.28(J)

Exhibit 28(j)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our reports dated May 27, 2011, relating to the financial statements and financial highlights which appear in the March 31, 2011 Annual Reports to Shareholders of RidgeWorth Funds, which are also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings “Financial Highlights”, “Independent Registered Public Accounting Firm” and “Financial Statements” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Atlanta, GA
July 28, 2011

EX-99.28(P)(2)

Exhibit 28(p)(2)

Collective Strength. Individual Insight.

Code of Ethics Policy

for

RidgeWorth Capital Management, Inc.

and Certain Registered Investment Adviser Affiliates

Revised July 2011

POLICY		POLICY SECTION NUMBER
CODE OF ETHICS			4.0
Implementation Date	Revision Date
January 1, 2009	July 1, 2010	Page 1 of 1

SECTION 4.0 CODE OF ETHICS

The Firm’s primary responsibility, as a fiduciary, has always been and will continue to be the protection of client assets.

The Firm’s Code of Ethics (the “Code”) is well-established, and is continually re-evaluated for its effectiveness and efficiency as our business lines, client bases, the financial industry and regulatory mandates become more complex. Due to the need to regularly reassess and clarify practices, the contents of these guidelines will be updated as necessary and any amendments will be provided to all employees. Employees are required to certify, at least annually, that they have received the Code of Ethics and any amendments and are in compliance with all applicable rules and regulations. The current Code of Ethics is easily accessible in the Compliance folder on The Content Exchange (TCE). 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. Consult your supervisor or Firm Compliance with any questions about interpreting or applying the standards set forth in the Code of Ethics.

All directors, officers, employees and other Access Persons are subject to the Code’s rules and regulations regardless of position, length of employment, area or expertise, etc. The Code is also reflective of SunTrust Banks, Inc. corporate codes and business values, and thus all employees are held to the highest standards of business and personal integrity at all times and without exception. In addition to adhering to the Firm’s Code of Ethics, all employees shall also adhere to the Code of Business Conduct and Ethics of SunTrust Banks, Inc.

The Firm takes great pride in its reputation and is confident that employees 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,

Note: We believe the Firm’s Code of Ethics complies with the principles and provisions of the CFA Institute’s Asset Manager Code of Professional Conduct. The CFA Institute’s Asset Manager Code outlines the ethical and professional responsibilities of firms that manage assets on behalf of clients and was developed as part of the CFA Institute’s mission to promote of high standards of ethics, integrity and professional excellence in the investment management industry.

Each of the RidgeWorth Affiliates listed below claim compliance with the CFA Institute Asset Manager Code of Professional Conduct. This claim has not been verified by the CFA Institute.

Ceredex Value Advisors LLC	Silvant Capital Management LLC
Certium Asset Management LLC	StableRiver Capital Management LLC

POLICY		POLICY SECTION NUMBER
CODE OF ETHICS — ENFORCEMENT			4.1
Implementation Date	Revision Date
January 1, 2009		Page 1 of 1

4.1 CODE OF ETHICS — ENFORCEMENT

The Chief Compliance Officer is responsible and liable for implementing and supervising policies and procedures. Violations of any regulations, policies and procedures will be addressed and resolved by senior compliance and business management (when deemed appropriate) as quickly as possible.

In addition, the SEC and other regulators require proof that 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.

If the Firm’s Chief Compliance Officer or designee finds that a violation of the Code of Ethics 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 employee or Access Person that he/she has reviewed, fully understands and agrees to abide by the Code;

• Written notice to the employee or Access Person’s Personnel and Compliance files including steps taken to establish 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 6 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 the Firm;

• 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.

POLICY		POLICY SECTION NUMBER
STANDARD OF CONDUCT			4.2
Implementation Date	Revision Date
January 1, 2009		Page 1 of 2

4.2 STANDARD OF CONDUCT

The Chief Executive Officer and senior executives are responsible for setting standards of business ethics and overseeing compliance with these standards. It is every employee’s responsibility to comply with these standards; which include, but are not limited to, the following:

• The primary responsibility of each director, officer, employee, and other Access Persons, is to carry out his or her duties in an ethical and diligent manner that is designed to obey all Firm regulations and protect and enhance client relationships. Furthermore, every employee is expected to apply the same principles and moral codes in all personal and social pursuits.

• Every employee is responsible for conducting themselves in a manner that will foster regulatory adherence, promote client confidence, and support Firm and personal high ethical standards — avoiding even the appearance of legal or ethical impropriety.

• Every employee is responsible to respond in a timely manner to all compliance requests for quarterly and annual documents and certifications and to complete required continuing education by the given deadline.

• Portfolio management professionals, as with all investment advisers, owe their clients a duty of undivided loyalty and utmost good faith. The Firm has a fiduciary responsibility to employ reasonable care to avoid misleading clients. The anti-fraud provisions of the Advisers Act make it unlawful for an adviser directly or indirectly to employ any device, scheme or artifice to defraud any client or prospective client.

• As a fiduciary, the Firm and its employees will act with the care, skill, prudence and diligence of a similarly-situated prudent man.

• The Firm’s communication standard prohibits the use of false, misleading or inaccurate statement in any form of communication with customers or the public, whether written, oral or electronic. In addition:

o No information contained in any communication should be based on rumor;

o No action taken by any employee should be predicated on rumor;

o Negative comparisons or negative statements about other financial professionals or financial services firms are strictly prohibited; and

o Reference to exaggerated or non-existent services, or the use of enhanced or unofficial titles or credentials, is strictly prohibited.

POLICY		POLICY SECTION NUMBER
STANDARD OF CONDUCT			4.2
Implementation Date	Revision Date
January 1, 2009		Page 2 of 2

Firm employees frequently encounter a variety of ethical and legal questions. Answers to these questions should be decided in a manner that is consistent with the Firm’s values. In some instances, the Code of Ethics will only be able to provide a baseline standard for actions, but underpinning these guidelines are the values of the Firm:

• Dedication to every client’s success

• Trust and personal responsibility in all relationships

4.2.1 Statement of General Fiduciary Principles

In recognition of the trust and confidence placed in the Firm by its Clients and to give effect to the Firm’s belief that its operations should be directed for the benefit of its Clients, the Firm has adopted the following general principles to guide the actions of its directors, officers, employees and other Access Persons.

• The interests of Clients must be placed first at all times.

• Employees are required to comply with applicable Federal Securities Laws.

• This Code of Ethics serves as the Firm’s standards of business conduct and illustrates the fiduciary obligations of its Access Persons.

• Access Persons are required to immediately report any violations of this Code to the Firm’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.

• Employees and other Access Persons are prohibited from trading, either personally or on behalf of others, while in possession of material nonpublic information. See Insider Trading Policy Section 4.4.

• Market timing abuse in mutual funds is strictly prohibited. Employees and other Access Persons should be aware of, and are required to comply with, the Market timing policies for all mutual funds they invest in.

• 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.

• All the Firm’s employees 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.

• This Code does not attempt to identify all possible conflicts of interest. Literal compliance with each of its specific provisions will not shield employees or other Access Persons from liability for personal trading or other conduct which violates a fiduciary duty to Clients.

POLICY		POLICY SECTION NUMBER
PERSONAL TRADING POLICY			4.3
Implementation Date	Revision Date
January 1, 2009	August 1, 2011	Page 1 of 8

4.3 PERSONAL TRADING POLICY

The Firm has confidence in the integrity and good faith of its directors, officers, employees and other Access Persons. However, the Firm 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 and other mutual funds sub-advised by the Firm, 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 the Firm’s Clients.

In view of the foregoing, and in accordance with Rule 204A-1 of the Investment Advisers Act of 1940, and the provisions of Rule 17j 1(b)(1) of the Investment Company Act of 1940 (collectively defined as the “1940 Acts”), the Firm 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.

4.3.1 Definitions

• Access Persons- all full and part-time employees, directors¹ and certain independent contractors² of the Firm.

• Advisory Persons- Access Persons whose general responsibilities include investment and trade related activities. Job titles include but are not limited to Chief Investment Officer, Director of Client Administration, Trader, Portfolio Manager, Client Service Officer, Sector Portfolio Manager, Portfolio Management Specialist and Analyst. Additional Advisory Persons include members of the RidgeWorth Management Committee.

• Beneficial Ownership- any direct or indirect pecuniary interest in a security. An Access Person is considered to have Beneficial Ownership of securities and accounts held by members of his or her immediate family living in the same house (e.g., spouse, domestic partner and children). Access Persons are also considered to have Beneficial Ownership in securities and accounts where they have the ability to execute trades such as through a power of attorney.

• Blackout Period-a period where neither Access Persons nor Advisory Persons may execute personal securities transactions because the Firm is or may be trading in the same or similar securities.

1	Directors of the Firm are required to report holdings and accounts and direct statement copies to the Firm.
2	Firm reserves the right to determine on a case by case basis whether an independent contractor is considered an Access Person. Length of contract and position will be determining factors.

POLICY		POLICY SECTION NUMBER
PERSONAL TRADING POLICY			4.3
Implementation Date	Revision Date
January 1, 2009	August 1, 2011	Page 2 of 8

o Blackout Period for Access Persons is one (1) calendar day and applies to Covered Security transactions. This means no Access Person may purchase or sell any Covered Security on the same day as the same security is being purchased or sold by Clients or on behalf of Clients.

o Blackout Period for Advisory Persons is seven (7) calendar days and applies to Covered Security transactions. This means no Advisory Person may purchase or sell any Covered Security in the seven (7) calendar days before the trade date and seven (7) calendar days after the trade date if the same security is being purchased or sold by Clients or on behalf of Clients.

• Covered Security- any stock, bond, security future, investment contract, or any other instrument that is considered a “security” under the Advisers Act. The term Covered Security is very broad and includes items not ordinarily thought of as “securities,” such as:

o Options on securities, indexes and currencies

o Investments in Limited Partnerships

o Exchanged Traded Funds (ETFs)

o Foreign unit trusts and foreign mutual funds

o Private investment funds, hedge funds, and investment clubs

o Mutual funds that are advised or sub-advised by the Firm (e.g., RidgeWorth mutual funds)

• Designated Broker-a specific list of securities Firms where Access Persons may maintain accounts.

• Holding Period- Covered Securities generally must be held for at least 30 calendar days. This includes transactions in options and futures. Mutual funds that are considered Covered Securities are subject to Market Timing restrictions rather than the 30 calendar days.

• Initial Public Offering (IPO)- an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

• Managed Account- an account managed by a third party in which the Access Person has no power to affect or ability to control or influence investment decisions in the account and does not communicate (directly or indirectly) with the person(s) with investment discretion regarding trading activity in the account. These accounts are not subject to the Designated Broker policy.

• Market Timing- excessive short-term trading in mutual funds. This type of activity can be detrimental to long-term shareholders, and consequently, mutual fund companies must maintain policies and procedures to detect and prevent market timing abuses and other short-term trading.

• Private Placement- an offering of a stock or bond that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) in the Securities Act of 1933.

• Review Officer- the employee(s) selected by the Firm to administer the Code.

POLICY		POLICY SECTION NUMBER
PERSONAL TRADING POLICY			4.3
Implementation Date	Revision Date
January 1, 2009	August 1, 2011	Page 3 of 8

4.3.2 Prohibited Purchases and Sales of Securities

Access Persons are prohibited from purchasing and/or acquiring Beneficial Ownership of equity or fixed-income securities as part of an Initial Public Offering (IPO).

Access Persons may not participate in block trades with any Client transaction.

4.3.3 Pre-clearance of Personal Securities Transactions

Access Persons are required to pre-clear transactions in all Private Placements and Covered Securities with the exception of exemptions listed in section 4.3.4. Pre-clearance requests must be submitted through the Firm’s personal trading system prior to trade execution. Pre-clearance approvals are valid only for the date pre-clearance is granted. “Good till cancel” orders that could remain active beyond a day are prohibited.

4.3.4 Exemptions

The following securities are exempt from the definition of Covered Security

• 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

• Shares issued by money market funds

• Shares of open-end mutual funds other than those that are advised or sub-advised by the Firm

The following account types are exempt from the reporting requirements in section 4.3.5. These exemptions do not apply if the account can hold Covered Securities.

• 529 Plans

• 401(k) accounts held by a previous employer

• Automatic Investment Plans (e.g., Sharebuilder Accounts)

• Mutual fund accounts that do not have brokerage capabilities

The following Covered Security transactions are exempt from pre-clearance procedures.

• Transactions in RidgeWorth mutual funds

• Transactions in closed end mutual funds

• Transactions in non-RidgeWorth mutual funds sub-advised by the Firm

• Transactions in SunTrust Banks, Inc. (STI) stock including the exercise of STI employee granted stock options

• Transactions in Exchange Traded Funds (ETFs)

POLICY		POLICY SECTION NUMBER
PERSONAL TRADING POLICY			4.3
Implementation Date	Revision Date
January 1, 2009	August 1, 2011	Page 4 of 8

• Transactions in Managed Accounts

• Transactions in foreign mutual funds

• Transactions which are non-volitional on the part of the Access Person, including purchases or sales from a margin account pursuant to a bona fide margin call

• 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

The following Covered Security transactions are exempt from a review against the Blackout Period.

• Fixed-income transactions of $25,000 or less (e.g., 25 bonds)

• Equity transactions of 500 shares or less of companies whose market capitalization (share outstanding multiplied by price per share on trade date) $3 billion or more

• ETFs

• Transactions in Managed Accounts

The following Firm transactions will be exempt from causing a violation for an employee against the Blackout Period.

• Trades in RidgeWorth mutual funds that follow an index strategy

• Trades in separately managed accounts that follow an index strategy

4.3.5 Reporting Procedures

1. Holdings Reports- New Access Persons shall complete a Holdings Report within 10 days of his or her start date with the Firm. Annually thereafter, Access Persons shall complete a Holdings Report due January 30th. Reports must contain a listing of all Covered Securities as well as all securities accounts and Managed 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 (e.g., spouse, domestic partner and children) etc. Information must be current within 45 days 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 and account number of any account and the broker, dealer or bank where the Access Person maintains an account in which Covered Securities are held or could be held for the direct or indirect benefit of the Access Person

• The date the Access Person submits the report

POLICY		POLICY SECTION NUMBER
PERSONAL TRADING POLICY			4.3
Implementation Date	Revision Date
January 1, 2009	August 1, 2011	Page 5 of 8

2. Transaction Reports- Access Persons shall report transactions in Covered Securities where Beneficial Ownership exists within 30 calendar days of each quarter end.

Reports to include:

• The date of the transaction, the title and exchange ticker symbol or CUSIP number, the interest rate and maturity date (if applicable), the number of shares and the principal amount (if applicable) of each Covered Security

• The nature of the transaction (e.g., purchase, sale)

• The price of the security at which the transaction was effected

• The name of the broker, dealer, or bank where the transaction was effected

• The account number in which the transaction was executed

• The date the Access Person submits the report

3. Newly opened brokerage accounts- Access Persons shall report new Reportable Accounts³ upon opening but not later than 30 calendar days of each quarter end.

Reports to include:

• The name of the broker, dealer, or bank where the account was established

• The date the account was established

• The date the Access Person submits the report

4. Code of Ethics Certification-New Access Persons must certify within 10 days of his or her start date that he or she has received, read, and understands his or her responsibilities under the Code of Ethics. Annually thereafter, Access Persons must certify that he or she has received, read, and understands his or her responsibilities under the Code of Ethics.

5. Conflicts Disclosure Form- New Access Persons must disclose within 10 days of his or her start date (and annually thereafter) any potential conflicts which may exist in relation to his or hers responsibilities as employees of the Firm or to the overall business of the Firm.

³ See Reportable Accounts in section 4.3.6 for list of Designated Brokers.

POLICY		POLICY SECTION NUMBER
PERSONAL TRADING POLICY			4.3
Implementation Date	Revision Date
January 1, 2009	August 1, 2011	Page 6 of 8

4.3.6 Designated Broker

Reportable Accounts- Access Persons may only open new securities accounts at the following Designated Brokers:

• Fidelity

• Charles Schwab

• E*Trade

• TD Ameritrade

• Morgan Stanley Smith Barney

• Merrill Lynch

• Wells Fargo

• UBS

• Scottrade

• RidgeWorth Funds (I Shares directly through Boston Financial Data Services)

New Access Persons may only maintain Reportable Accounts at the above listed Firms. New Access Persons have 60 calendar days from hire date to move any accounts that are not with the above mentioned brokers. During the transition period, New Access Persons are required to provide duplicate statements to compliance.

Exceptions to the Designated Broker policy will be granted on a case by case basis by the Chief Compliance Officer or designee.

Statements and confirmations for accounts maintained at an electronic Designated Broker will be received via an electronic feed directly into the personal trading system. Statements and confirmations for accounts held at Firms where an electronic feed is not available will be received by the Firm via hard copy at the following address:

RidgeWorth Capital Management, Inc.
Chief Compliance Officer
P.O. Box 2137
Atlanta, GA 30301
Personal and Confidential

Managed Accounts are not subject to the Designated Broker policy and duplicate statements and confirms are not required.

POLICY		POLICY SECTION NUMBER
PERSONAL TRADING POLICY			4.3
Implementation Date	Revision Date
January 1, 2009	August 1, 2011	Page 7 of 8

4.3.7 Review of Reports

The Review Officer shall (periodically) 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 if a violation of the Code may have occurred. Exemptions in section 4.3.4 will not be reviewed except as necessary and on a sample basis.

4.3.8 Enforcement

If the Review Officer determines that a material violation of the Code may have occurred, the Review Officer shall submit such written documentation, together with the information upon which the Review Officer made the determination and any additional explanatory material provided by the Access Person, to the Firm’s Chief Compliance Officer or his/her designee.

If the Firm’s Chief Compliance Officer or his/her designee finds that a violation of the Code 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/she has 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 establish full compliance in the future

• Fines and/or reversals of trades, requiring fines or profits to be donated to a charity and losses be the responsibility of the employee

• Partial or full restriction on all personal trading

• 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.

POLICY		POLICY SECTION NUMBER
PERSONAL TRADING POLICY			4.3
Implementation Date	Revision Date
January 1, 2009	August 1, 2011	Page 8 of 8

4.3.9 Requests for Waivers

Access Persons must contact the Review Officer for any requests of waivers or exceptions to policy. Requests will be reviewed and granted on a case by case basis by the Chief Compliance Officer or designee

Records

The Firm 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 the Firm:

• A copy of each Code that has been in effect at any time during the past five years;

• 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;

• A record of all written acknowledgments (as required by Rule 204A-1) for each individual who is currently, or within the past five years was an Access Person of the Firm, shall be retained for five years after the individual ceases to be an Access Person.

• 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.

• A record of all individuals 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.

• 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.

• 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.

POLICY		POLICY SECTION NUMBER
INSIDER TRADING			4.4
Implementation Date	Revision Date
January 1, 2009		Page 1 of 3

4.4 INSIDER TRADING

Rule 10b5-1 under the Securities Exchange Act of 1934 creates a presumption that an individual 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 the Firm is subject to these Insider Trading policies.

4.4.1 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 Firm 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:

• True insiders such as research analysts, portfolio managers, and directors;

• Quasi insiders such as professional advisers, lawyers, auditors and financial advisers; and

• 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 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.

POLICY		POLICY SECTION NUMBER
INSIDER TRADING			4.4
Implementation Date	Revision Date
January 1, 2009		Page 2 of 3

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.

4.4.2 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 the client. This could emerge in cases where Portfolio Manager, managing a discretionary investment account, becomes aware of unpublished price sensitive information. There may be a conflict between the duty not to trade and the duty to act in the best interests of clients. The prohibition of insider trading is overriding.

It is the Policy of the Firm 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. No such decision shall be made on the basis of any material inside information concerning securities, which may come into the possession of Firm employees, whether such information is obtained intentionally or unintentionally. No employee may trade either personally or on behalf of others (such as accounts advised by the Firm), in a security with respect to which he or she possesses material, non-public information, nor may such individual 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.

Employees shall not seek access (either directly or indirectly), to Credit Files, Securities Underwriting Files, or other files of SunTrust Banks, Inc or its affiliates for investment decision purposes. And employees shall also avoid discussion with employees of SunTrust Banks, Inc. or any affiliate concerning publicly held corporations, in meetings or in private, which might lead to a disclosure of material inside information concerning such corporations or securities to Firm employees.

Where employees come into possession of material inside information concerning publicly held securities, this fact shall be made known promptly to the CEO or designee. 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, for which the Firm has current or prospective fiduciary or advisory responsibility. In such instances, employees may request access to files of the Bank pertaining to such corporations, but only with the approval of the CEO or designee.

POLICY		POLICY SECTION NUMBER
INSIDER TRADING			4.4
Implementation Date	Revision Date
January 1, 2009		Page 3 of 3

4.4.3 Chinese Wall

The Firm maintains a Chinese wall between the investment advisory (research or portfolio managers) and the firm’s investment banking affiliates. An effective Chinese wall stops confidential information passing from individuals on one side of the wall to individuals on the other side.

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. The Firm will maintain appropriate controls so that insider information does not disseminate throughout or outside of the Firm.

4.4.4 Employee Responsibilities

Because all individuals associated with or performing duties on behalf of the Firm are subject to these Insider Trading policies, each individual is also responsible for the following with respect to thwarting or detecting Insider Trading rule violations:

• Read and comply with the policies and procedures stated here.

• Make no trades in accounts for individuals having direct or indirect beneficial interest in securities for which material non-public information exists.

• Do not disclose any material non-public information to family, friends or clients.

• Notify the Chief Compliance Officer when a potential violation of insider trading rules is suspected.

• Properly document and submit to Firm Compliance on the appropriate internal forms all outside activities, directorships, and material ownership of a public company.

4.4.5 Enforcement

The Chief Compliance Officer is 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.

Any director, officer or employee, who trades in securities or communicates any information for trading in securities, in violation of the Insider Trading Rules and/or these polices, shall be subject to disciplinary action by the Firm, which may include ineligibility for future participation in personal security transactions, and possibly termination.

POLICY		POLICY SECTION NUMBER
CONFLICTS OF INTEREST			4.5
Implementation Date	Revision Date
January 1, 2009	July 1, 2010	Page 1 of 5

4.5 CONFLICTS OF INTEREST

Out of an agreement between the New York State Attorney General and Merrill Lynch on May 21, 2002, was born the Investment Protection Principles (the “Principles”). Most of the Principles resulted from 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. A 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 coverage 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).

The 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.

4.5.1 Policy

The Firm 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. The Firm’s adoption of these policies and procedures serves to highlight the ethical structure that has long been encouraged and supported within the Firm.

POLICY		POLICY SECTION NUMBER
CONFLICTS OF INTEREST			4.5
Implementation Date	Revision Date
January 1, 2009	July 1, 2010	Page 2 of 5

4.5.2 Procedures

The Firm operates free of any investment banking conflicts of interest. Following are the safeguards currently in place, reasonably designed to prevent client relationships of an affiliate from influencing investment decisions made by the Firm:

• The Firm has no investment banking division.

• The Firm does not conduct investment banking services;

• The Firm’s research analysts’ compensation has no link to any investment banking business. The Firm’s Finance Department reviews compensation records to determine that 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 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;

• The Firm receives no compensation from any of the recommended subject companies;

• Neither the Firm’s Portfolio Managers nor its Research Analysts have access to credit files or systems of any affiliates;

• Offices of the Firm are located separately from investment banking affiliates;

• The Firm’s Investment Policy Committee, the members of which are all employees of the Firm and all the Firm’s Portfolio Managers make the investment decisions for those accounts for which the Firm has investment discretion;

• Securities of certain companies with which the Firm has an affiliation by way of its relationship with SunTrust Banks, Inc., i.e. SunTrust director-related securities, are prohibited from being purchased in accounts for which the Firm has investment discretion (refer to restricted securities policy);

• To address material conflicts of interest, as defined by the SEC, involving Firm relationships, the Firm’s Proxy Voting Committee will engage the services of an independent fiduciary voting service to vote any proxies for securities for which the Committee determines a material conflict of interest exists so as to provide shareholders with objective proxy voting;

POLICY		POLICY SECTION NUMBER
CONFLICTS OF INTEREST			4.5
Implementation Date	Revision Date
January 1, 2009	July 1, 2010	Page 3 of 5

4.5.3 Definitions

For purposes of this policy, the following terms shall be defined as provided.

(1)	Investment banking department - 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 - 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 - 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 - 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 - the company whose securities are the subject of a research report or a recommendation.

4.5.4 Individual Responsibility

A conflict of interest exists when a Firm 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 Firm’s Code of Ethics, all employees shall observe the Code of Business Conduct and Ethics of SunTrust Banks, Inc. which, among other things, states that an employee may not accept employment with an outside company without first obtaining written approval from their manager.

Information obtained through business or work contacts is privileged and confidential. It is not to be used to benefit the employee or other clients. Safeguarding confidential client information is one of the Firm’s primary obligations.

POLICY		POLICY SECTION NUMBER
CONFLICTS OF INTEREST			4.5
Implementation Date	Revision Date
January 1, 2009	July 1, 2010	Page 4 of 5

Demands on employee time and commitments that might bring about conflicts of interest should be resolved in favor of the best interests of the Company. Consultation with supervisors and management is appropriate where there may appear to be an issue.

4.5.5 Outside Directorships and Business Interests

Employees should not accept directorships or positions with for-profit or non-profit organizations such as endowments or foundations, or accept employment with outside companies without obtaining prior written approval, from their Manager, CEO, CCO or designee. This includes positions where the employee may not be paid for their employment. Any significant interest in an outside business by an officer or employee of the Firm shall be reported to the CEO by said officer or employee. Furthermore, any employee who accepts such a position outside of the Firm must report this action to the Firm’s Compliance Department using the Outside Activities Report or Conflicts Disclosure form upon being hired, annually thereafter, and also if an employee is considering a new such position outside of the Firm. Generally, no employee 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 the CEO or CCO.

4.5.6 Competing with Affiliates

No officer or employee of the Firm may take for him or herself an opportunity which belongs to the firm. Whenever the Firm has been seeking a particular business opportunity, or the opportunity has been offered to it, or the Firm’s funds, facilities, or personnel have been used in developing the opportunity, the opportunity rightfully belongs to the Firm 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 the Firm. The specific types of outside activities that may produce a conflict of interest include:

• Employment with a company, or personally engaging in any activity, that is in competition with the Firm.

• Rendering investment counsel or other advice based upon information, reports, or analyses that are accessed primarily from or through the Firm employment.

• Personal use of the Firm equipment, supplies or facilities.

POLICY		POLICY SECTION NUMBER
CONFLICTS OF INTEREST			4.5
Implementation Date	Revision Date
January 1, 2009	July 1, 2010	Page 5 of 5

4.5.7 Client Relations

No officer or employee of the Firm 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 the Firm, SunTrust, or any present or potential client whose plans have been disclosed, may lease, rent, or acquire said property in the near future.

No officer or employee of the Firm shall act for themselves or disclose to others any material non-public information related to securities that are publicly held. All 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 interest. Officers and employees should act with impartiality with respect to all clients.

The Firm 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.

POLICY		POLICY SECTION NUMBER
GIFTS AND ENTERTAINMENT			4.6
Implementation Date	Revision Date
January 1, 2009	March 14, 2011	Page 1 of 9

4.6 GIFTS AND ENTERTAINMENT

SEC’s Rule 206(4)-3, the general antifraud provisions of the Investment Advisers Act of 1940 (the Act), ERISA and other applicable regulations serve as the premise for this policy on giving and accepting gifts.

4.6.1 Definitions

For purposes of this policy, the following terms shall be defined as provided.

(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 Firm employee is not present is a gift.
(2)	Entertainment - a business-related activity or event involving an Outside Party with a Firm employee present, such as theater or sporting tickets, 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. Note: Employees of SunTrust Banks, Inc. and/or its affiliates are not considered “Outside Parties.”
(4)	ERISA Account Official (a/k/a/ “Parties in Interest”) - Plan fiduciaries; (trustee, employer, plan sponsor, plan administrator, investment adviser, investment and administrative committees); also “non fiduciaries,” those who impact plan decisions (attorneys, consultants, actuaries, etc.).

4.6.2 General Policy

This policy applies equally to all parties 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. Firm 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.

POLICY		POLICY SECTION NUMBER
GIFTS AND ENTERTAINMENT			4.6
Implementation Date	Revision Date
January 1, 2009	March 14, 2011	Page 2 of 9

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 the Firm’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.

4.6.3 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.

Giving Gifts - Firm employees must not offer or give gifts which may be viewed as:

• overly generous/excessive;

• aimed at influencing a decision-making individual or process;

• intended to make a recipient feel obligated to provide business or other forms of compensation in return.

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.

As 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.

POLICY		POLICY SECTION NUMBER
GIFTS AND ENTERTAINMENT			4.6
Implementation Date	Revision Date
January 1, 2009	March 14, 2011	Page 3 of 9

4.6.4 Guidelines for Giving and Accepting Gifts

Generally, the dollar value limit of gifts given to or received by the same client in any calendar year 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 seminar or conference attendance and fees.

• Offers of paid transportation, hotel, lodging, etc.

• Annual gift amounts in excess of this policy’s amounts.

• Firm-paid charitable donations.

(3) Never Permissible to Give or Accept

• Cash, items redeemable for cash, cash equivalents, or securities.

• Articles of significant value.

• Any item as part of a “quid pro quo” arrangement (i.e., “something for something”).

• Gifts which violate any laws and or regulations (Federal, State, Local, ERISA, Taft- Hartley, State Statutes, etc).

• Firm-sponsored charitable donations to organizations which are also RidgeWorth Fund mutual fund shareholders (prohibited due to certain unintended tax consequences to the Funds and shareholder).

• 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 7:13 for client complaints policy.)

• Gift which violate a client’s policies, the Firm’s policy, industry standards, laws and or regulations.

POLICY		POLICY SECTION NUMBER
GIFTS AND ENTERTAINMENT			4.6
Implementation Date	Revision Date
January 1, 2009	March 14, 2011	Page 4 of 9

4.6.5 Entertainment

Employees are permitted to entertain and to be entertained provided it is not excessive in value or frequency and fosters business relationships with potential or existing Outside Parties (i.e., clients, vendors, brokers, services providers, consultants, etc). The Firm prohibits employees from entertaining as a means of personal gains.

4.6.6 Guidelines for Giving and Accepting Entertainment

(1) Usually Permissible

• Occasional and reasonable business entertainment, such as a breakfast, lunch or dinner.

• Theater, or regular sporting event tickets and the like if cost is reasonable.

• Golf (greens fees and cart fees).

• Invitation to cocktail parties.

(2) Requires Prior Approval of CFO and CCO, or Their Respective Designees, on a Case-by-Case Basis

• Sponsorship and/or event participation requests.

• Tickets to special events, such as a Super Bowl, World Series or Stanley Cup game and the like.

• Entertainment beyond (1) day, (i.e. overnight cruises, hunting, or skiing trips).

• Single day attendance or participation in a seminar or conference (excluding flight and hotel).

(3) Never Permissible

• Unethical or illegal activity.

• Payment of annual golf club membership dues.

• Discretionary use of personal property.

• Season tickets.

• Vacations or other excessive and lavish trips.

POLICY		POLICY SECTION NUMBER
GIFTS AND ENTERTAINMENT			4.6
Implementation Date	Revision Date
January 1, 2009	March 14, 2011	Page 5 of 9

4.6.7 Charitable Donations

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 Firm Compliance.

The stated gift limit of $100 per year per Outside Party does not apply to personal donations to charitable organizations.

Corporate Donations - Firm-sponsored donations to charitable organizations must be approved by the Firm’s CFO and CCO, or their respective designees, prior to giving. Firm employees must contact the Firm Finance Department for proper authorization and procedures when requesting Firm-sponsored charitable contributions.

4.6.8 Employees with Memberships, Licenses and Charter Holders of Industry Associations

Affiliations/memberships with industry organizations may impose additional, more restrictive policies on Firm employees. In the event of policy overlap, the more restrictive policy shall be followed.

FINRA Licensed Employees - Employees with active FINRA licenses are also employees of RidgeWorth Distributors, LLC, a broker-dealer; and subject to its policies, in addition to this policy.

FINRA Licensed employees must consult the RidgeWorth Distributors Registered Representative Manual for complete information and detail or contact their Principal.

CFA Charter Holders - Charter Holders are subject to additional guidelines and restrictions provided in the CFA Institute Standards of Practice.

Chartered employees must refer to the CFA Institute web site, and published manuals.

POLICY		POLICY SECTION NUMBER
GIFTS AND ENTERTAINMENT			4.6
Implementation Date	Revision Date
January 1, 2009	March 14, 2011	Page 6 of 9

4.6.9 Personal Contributions to a Political Entity, Official/Candidate

This section has been superseded by Policy Section 4.7. Political Contributions.

4.6.10 Corporate Contributions to a Political Figure or Party

It is the policy of our Firm not to make payments or gifts of any value to any political figure or party, including domestic or international government official or political candidate.

4.6.11 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 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. Contributions to political action committees are subject to Policy Section 4.7.

Contributions by the Firm or its employees to the SunTrust Bank Good Government Group are not required to be recorded on an employee’s Gifts and Entertainment Log.

4.6.12 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.

4.6.13 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. Firm employees shall notify the CCO immediately upon learning of the existence of any such arrangements.

Luncheons and items of nominal value with logos items are permitted to be given during the Firm or RidgeWorth Fund hosted instructional and educational meetings, which may be attended by various RidgeWorth Fund distributors.

POLICY		POLICY SECTION NUMBER
GIFTS AND ENTERTAINMENT			4.6
Implementation Date	Revision Date
January 1, 2009	March 14, 2011	Page 7 of 9

4.6.14 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 rep 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, Firm employees shall apply ERISA standards in relation to this policy.

Required Reporting - Gifts and/or entertainment to Taft-Hartley plan officers and/or employees must be identified as such by each Firm employee on their Log. This, along with the steps below, enables the Firm to comply with the Department of Labor’s annual reporting requirements.

Department of Labor’s Annual Reporting Requirements to Taft Hartley Plan Related Parties - Compliance will create a report from information obtained from employee Logs which are reviewed throughout the reporting year. The Firm shall file the appropriate LM-10 Report with the DOL within the filing period if applicable.

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 during a calendar year must be tracked by the Firm employee.

4.6.15 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 the Firm. When entertainment is extended, it should be with the expectation that it will become a matter of public knowledge.

POLICY		POLICY SECTION NUMBER
GIFTS AND ENTERTAINMENT			4.6
Implementation Date	Revision Date
January 1, 2009	March 14, 2011	Page 8 of 9

Non-ERISA State Government Plan — Florida State Statutes 112.313 Standards of Conduct for all public officers and employees of state and municipal agencies

“Public Officer”; 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.

4.6.16 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” corporations, partnerships, etc.), and is intended to:

• Protect the rights and exclusive benefits of plan participants and plan assets;

• Mandate plan fiduciaries to act, manage, control and perform their duties solely in the best interest of plan participants;

• Prohibit “self dealing” (i.e. facilitating plan transactions):

ú	In one’s own personal interest;
ú	With “parties in interest” to the plan.

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.

“ERISA-Like” Standards

Firm employees must obtain, review, and be familiar with relevant ERISA rules, in particular the prohibited transaction rules, as well as client plan documents or client policies prior to giving or accepting gifts or entertainment in connection with ERISA plan 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.

POLICY		POLICY SECTION NUMBER
GIFTS AND ENTERTAINMENT			4.6
Implementation Date	Revision Date
January 1, 2009	March 14, 2011	Page 9 of 9

4.6.17 Gifts and Entertainment Logs

All Firm employees must record all gifts and entertainment involving an Outside Party greater than $100 in value given or accepted on their Gifts and Entertainment Log (the “Log”), located on the RidgeWorth Resource Launchpad site. As a reminder, gifts in aggregate of $100 should not be given to the same client or received from a client in the same year.

Within 30 calendar days of each quarter end, every employee must submit their Logs via the Resource LaunchPad to the Compliance Department. A report must be submitted even when an employee has no gifts or entertainment items to disclose.

Recording Shared Gifts and Entertainment

Gifts of nominal value from outside parties, shared among employees, such as cakes and holiday gift baskets, logo items, etc. do not need to be reported on the log.

Shared entertainment, (meals, transportation, etc.), must be logged by the employees accepting or sharing in the entertainment when their pro-rated share of the entertainment exceeds $100. Any entertainment event hosted by an employee, with a total value in excess of $500, should always be reported on the log.

4.6.18 Review and Enforcement

Compliance shall periodically review Log entries for policy infractions, conflicts of interest, or inappropriate activity.

Compliance may periodically and randomly spot-check employee Logs with completed expense reports to determine that employees are properly recording items on the Log.

Instances of actual or potential abuses or violations shall be escalated to the CCO for review. Violation of these polices shall be subject to disciplinary action by the Firm.

POLICY		POLICY SECTION NUMBER
POLITICAL CONTRIBUTIONS			4.7
Implementation Date	Revision Date
March 14, 2011		Page 1 of 4

4.7 POLITICAL CONTRIBUTIONS

The SEC adopted Rule 206(4)-5 to address “pay to play” practices by investment advisers and to eliminate the practice of advisers seeking to influence government officials’ award of advisory contracts based on political Contributions. The new rule was modeled after MSRB Rule G-37 adopted by the Municipal Securities Rulemaking Board (MSRB) in 1994 and which the SEC believes has significantly reduced pay to play practices in the municipal securities market.

Rule 206(4)-5:

1.	Prohibits investment advisers from being compensated for providing Covered Advisory Services to a government entity for two years if the firm or its Covered Associates make a political Contribution to certain officials in excess of specific safe harbor de minimus levels (the “Compensation Time-Out”).
2.	Generally bans directly or indirectly paying third party solicitors to solicit government entities unless such third parties are registered brokers dealers or registered investment advisers subject to pay to play restrictions. Compliance with this provision of the Rule is required by September 13, 2011.
3.	Prohibits an adviser or its Covered Associates from soliciting or coordinating Contributions to an Official of a Government Entity to which the adviser is seeking to provide advisory services. Compliance with the Rule as it relates to Covered Advisory Services to a Covered Investment Pool is required by September 13, 2011.
4.	Prohibits an adviser or its Covered Associates to do anything indirectly which, if done directly, would result in a violation of the rule.

4.7.1 Political Contributions Policies and Procedures

It is the policy of the Firm to comply with all aspects of Rule 206(4)-5. Questions regarding the following policies and procedures should be directed to the Firm’s Chief Compliance Officer or designee. In addition to the following policies and procedures the Firm and its Covered Associates will be in violation of Rule 206(4)-5 for any indirect activities that would be a violation of the rule if done directly.

Definitions:

Contribution-any gift, subscription, loan, advance, or deposit of money or anything of value made for:

1.	The purpose of influencing any election for federal, state or local office;
2.	The payment of debt incurred in connection with any such election; or
3.	Transition or inaugural expenses incurred by the successful candidate for state or local office.

POLICY		POLICY SECTION NUMBER
POLITICAL CONTRIBUTIONS			4.7
Implementation Date	Revision Date
March 14, 2011		Page 2 of 4

Contributions to a state or local official who is a candidate for federal office will subject an investment adviser to Rule 206(4)-5 with respect to the state or local government entity currently employing the official.

Covered Advisory Services- Includes traditional money management services; consulting services; consulting services offered to public pension plans; and management of Covered Investment Pools.

Covered Associate-all full and part time employees of the Firm are Covered Associates as well as an employee’s spouse, partner or other immediate family member living in his or her household. A Covered Associate includes a political action committee (PAC) controlled by the investment adviser or any of its Covered Associates if the adviser or the Covered Associate has control over the PAC or has the ability to direct the operations of the PAC.

Covered Investment Pool-Under Rule 206(4)-5, a “covered investment pool” includes;

1.

Any investment company registered under the Investment Company Act of 1940 that is an investment option of a plan or program of a government entity; or

2.

Any company that would be an investment company under section 3(a) of that Act but for the exclusion provided from that definition by section 3(c)(1), section 3(c)(7) or section 3(c)(11) of that Act. This includes any unregistered pooled investment vehicles such as hedge funds, private equity funds, venture capital funds and collective investment trusts. It also includes registered pooled investment vehicles if those registered pools are an investment option of a participant-directed plan or program of a government entity including 529 plans and 403(b) plans that allow participants to select among pre- established options that a government official has directly or indirectly selected as investment choices for participants.

Official of a Government Entity-includes an incumbent, candidate or successful candidate for elective office of a government entity if the office is directly or indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser or has authority to appoint any person who is directly or indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser. Government entities include all states and local governments, agencies and instrumentalities and a public pension plans or other collective investment funds sponsored by a government entity (i.e., 529, 403(b) and 457 plans).

Look Back for New Covered Associates -The Firm must “look back” to the political Contributions over the last two years of a new Covered Associate who solicits clients and six months for a new Covered Associate who does not solicit clients for the Firm to determine if such Contributions could trigger the Compensation Time-Out. The look back period begins March 14, 2011 and is not retroactive. Therefore, the full two year look back period will not come into effect until March 14, 2013.

POLICY		POLICY SECTION NUMBER
POLITICAL CONTRIBUTIONS			4.7
Implementation Date	Revision Date
March 14, 2011		Page 3 of 4

4.7.2 Procedures:

New Covered Associates

Candidates for hire will be informed of these policies and procedures prior to being offered employment with the Firm. As all employees are considered Covered Associates, the Look Back provision of the rule will apply. Candidates for hire will be required to disclose past political Contributions consistent with the Look Back provision. Contributions will be evaluated by the Firm’s Chief Compliance Officer or designee and Human Resources representative to determine if any of the Contributions would trigger the Compensation Time-Out before a final offer of employment can be made.

Pre- Approval of Personal Political Contributions and Contribution Limits

Covered Associates must obtain pre- approval of all political Contributions, including Contributions to a PAC, using the Political Contributions Pre Approval form located on The Content Exchange (TCE) prior to making any Contribution. The Firm’s Chief Compliance Officer or designee will evaluate the anticipated Contribution and provide a response to the Covered Associate.

Covered Associates are limited to the following Contribution de minimus levels:

1.	Covered Associates may make aggregate Contributions of up to $350, per election cycle, to an elected official or candidate for whom the Covered Associate is entitled to vote; and
2.	Covered Associates may make aggregate Contributions of up to $150, per election cycle, to an elected official or candidate for whom the individual is not entitled to vote.

Primary elections and general elections are considered separate election cycles. Therefore, Covered Associates are permitted to make the de minimus Contributions in a primary election and a general election.

Covered Associates can make Contributions to an election campaign account if such account is or will be used exclusively to fund the campaign of an elected official and/or candidate or slate of elected officials and/or candidates. The de minimus limits apply to election campaign accounts. An election campaign account is considered one candidate even if it is funding campaigns for multiple elected officials and/or candidates.

Please note that Rule 206(4)-5 does not supersede state and local political campaign contribution rules and dollar limits. Covered Associates are responsible for knowing and complying with state and local political campaign contribution rules and dollar limits. If you have any questions, please consult with the Firm’s Chief Compliance Officer or designee.

POLICY		POLICY SECTION NUMBER
POLITICAL CONTRIBUTIONS			4.7
Implementation Date	Revision Date
March 14, 2011		Page 4 of 4

Please note that Rule 206(4)-5 does not prohibit volunteering for a political campaign as long as the volunteer activity is not done on firm time and does not use firm resources (email, fax, telephones, etc.).

Quarterly Certification and Disclosure

Covered Associates will be required to complete a certification and disclosure of all political Contributions on a quarterly basis. The Firm’s Compliance department will manage the distribution and receipt of this certification.

Confidentiality and Record Keeping

The Firm recognizes the confidential nature of a Covered Associate’s political opinions and party affiliations. Rule 206(4)-5 requires the Firm to maintain specific records on Covered Associates and their Contributions. These records will be maintained securely and confidentially and will only be provided to those involved with the management of these policies and procedures and as required by any regulatory reviews of the Firm.

The Firm will maintain all records in compliance with SEC Rule 204-2, including the additions to Rule 204-2 regarding political Contributions and government entities that are clients or investors in Covered Investment Pools. Collateralized Loan Obligations (CLOs) are not considered Covered Investment Pools for the political Contributions record keeping requirements.

EX-99.28(P)(4)

Exhibit 28(p)(4)

Seix Investment Advisors LLC
	PAGE	POLICY NUMBER
	1 of 2	5.0
	IMPLEMENTATION DATE	REVISION DATE
	March 31, 2008	June 24, 2009
POLICY
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 employee 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.”

Seix Investment Advisors LLC
	PAGE	POLICY NUMBER
	2 of 2	5.0
	IMPLEMENTATION DATE	REVISION DATE
	March 31, 2008	June 24, 2009
POLICY
Code of Ethics

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.

Seix Investment Advisors LLC
	PAGE	POLICY NUMBER
	1 of 1	5.1
	IMPLEMENTATION DATE	REVISION DATE
	March 31, 2008
POLICY
Code of Ethics and Personal Trading Policy

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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Personal Trading Policy

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 The 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

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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	Covered Security within at least three (3) business days before and after the same security is being purchased or sold by/on behalf of Clients2.
(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.

2 The sale of securities in connection with the liquidation (or partial liquidation) of a Client’s account at the Client’s direction are not deemed to be trades for purposes of the Blackout Period.

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(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.
(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.

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(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 liability for personal trading or other conduct which violates a fiduciary duty to Clients.

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. Employees are limited to a total of five (5) pre-clearance requests per day and must be submitted for approval either prior to 9am or 1pm each day. Pre-clearance requests submitted after 9am will be considered for approval at 1pm, and pre-clearance requests submitted after 1pm will be considered for approval at 9am the next business day.

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Personal Trading Policy

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).
(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

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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.

Reports must 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.

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(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 Annual reports. Additionally, whenever possible, Seix will establish electronic feeds with securities firms to satisfy the duplicate statements and confirmations requirement.

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.

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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 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.

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(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

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;

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(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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SunTrust Code of Business Conduct & Ethics

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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SunTrust Code of Business Conduct & Ethics

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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SunTrust Code of Business Conduct & Ethics

	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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SunTrust Code of Business Conduct & Ethics

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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SunTrust Code of Business Conduct & Ethics

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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Insider Trading

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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Insider Trading

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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Insider Trading

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.

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

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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 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

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Insider Trading

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

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.

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Insider 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:

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;

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Insider Trading

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.

	PAGE	POLICY NUMBER
	1 of 1	5.5
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Seix Investment Advisors LLC	March 31, 2008
POLICY
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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Conflicts of Interest

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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Conflicts of Interest

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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Conflicts of Interest

• 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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Conflicts of Interest

• 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

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.

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Conflicts of Interest

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 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

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Conflicts of Interest

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 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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Gifts & Entertainment

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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Gifts & Entertainment

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

All 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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Gifts & Entertainment

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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Gifts & Entertainment

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 contributions to a particular governmental entity or official/candidate other than those made through the SunTrust PAC must be pre-approved by Compliance.

See Exhibit 01 for a copy of the form.

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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Seix Investment Advisors LLC	March 31, 2008	April 30, 2010
POLICY
Director Related Company Policy

     Certain securities of companies appearing on following lists are considered “Conflict of Interest Securities.” Account powerholder¹-directed purchases and retentions require a letter of direction. Purchases and retentions directed by co-trustees require letters of direction and letters of request executed by all parties in interest to the trust. Purchases and retentions requested by trust beneficiaries (acting in unison) require letters of request executed by all parties in interest to the trust. The list in the table below contains companies or subsidiaries whose Chairman of the Board, Chairman of the Executive Committee, Chief Executive Officer, President, Chief Operating Officer or Chief Financial Officer are members of the Board of Directors of SunTrust Banks, Inc. All securities with the exception of non-convertible debt of these companies are restricted.

Company Name	Equity Ticker
Landstar System, Inc.	LSTR
Oxford Industries, Inc.	OXM
Owens & Minor, Inc.	OMI
Genuine Parts Company	GPC

Due to inherent conflicts of interest, all securities including non-convertible debt of the companies listed below are restricted.

Company Name	Equity Ticker
SunTrust Banks, Inc.	STI
The Coca Cola Company	KO
Unum Group	UNM

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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	1 of 4	5.9
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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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Selective Disclosure of Portfolio Holdings

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:

1. Communicate the requirements of this policy to Seix employees;

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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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	1 of 6	5.10
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	March 31, 2008	August 22, 2008
POLICY
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.

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.

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.”

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”).

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Seix Investment Advisors LLC	March 31, 2008	August 22, 2008
POLICY
Information Control Policy

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.

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

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.

	PAGE	POLICY NUMBER
	3 of 6	5.10
	IMPLEMENTATION DATE	REVISION DATE
Seix Investment Advisors LLC	March 31, 2008	August 22, 2008
POLICY
Information Control Policy

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.
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.

	PAGE	POLICY NUMBER
	4 of 6	5.10
	IMPLEMENTATION DATE	REVISION DATE
Seix Investment Advisors LLC	March 31, 2008	August 22, 2008
POLICY
Information Control Policy

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.
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).
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

	PAGE	POLICY NUMBER
	5 of 6	5.10
	IMPLEMENTATION DATE	REVISION DATE
Seix Investment Advisors LLC	March 31, 2008	August 22, 2008
POLICY
Information Control Policy

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.
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.

	PAGE	POLICY NUMBER
	6 of 6	5.10
	IMPLEMENTATION DATE	REVISION DATE
Seix Investment Advisors LLC	March 31, 2008	August 22, 2008
POLICY
Information Control Policy

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 Desk. In such cases, the Administrators will only share this information with the CCO and CO.

	PAGE	POLICY/SECTION NUMBER
	1 of 5	5.11
	IMPLEMENTATION DATE	REVISION DATE
Seix Investment Advisors LLC	March 31, 2008	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

	PAGE	POLICY/SECTION NUMBER
	2 of 5	5.11
	IMPLEMENTATION DATE	REVISION DATE
Seix Investment Advisors LLC	March 31, 2008	October 24, 2008
POLICY
Bank Loan Amendment Voting Policies and Procedures

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

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

	PAGE	POLICY/SECTION NUMBER
	3 of 5	5.11
	IMPLEMENTATION DATE	REVISION DATE
Seix Investment Advisors LLC	March 31, 2008	October 24, 2008
POLICY
Bank Loan Amendment Voting Policies and Procedures

	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 through public means, he will notify the other Administrators that the amendment should be treated as “Private” and/or containing MNPI and

	PAGE	POLICY/SECTION NUMBER
	4 of 5	5.11
	IMPLEMENTATION DATE	REVISION DATE
Seix Investment Advisors LLC	March 31, 2008	October 24, 2008
POLICY
Bank Loan Amendment Voting Policies and Procedures

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.

	PAGE	POLICY/SECTION NUMBER
	5 of 5	5.11
	IMPLEMENTATION DATE	REVISION DATE
Seix Investment Advisors LLC	March 31, 2008	October 24, 2008
POLICY
Bank Loan Amendment Voting Policies and Procedures

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.

POLICY		POLICY SECTION NUMBER
POLITICAL CONTRIBUTIONS			5.12
Implementation Date	Revision Date
March 14, 2011		Page 1 of 4

5.12 POLITICAL CONTRIBUTIONS

The SEC adopted Rule 206(4)-5 to address “pay to play” practices by investment advisers and to eliminate the practice of advisers seeking to influence government officials’ award of advisory contracts based on political Contributions. The new rule was modeled after MSRB Rule G-37 adopted by the Municipal Securities Rulemaking Board (MSRB) in 1994 and which the SEC believes has significantly reduced pay to play practices in the municipal securities market.

Rule 206(4)-5:

1.	Prohibits investment advisers from being compensated for providing Covered Advisory Services to a government entity for two years if the firm or its Covered Associates make a political Contribution to certain officials in excess of specific safe harbor de minimus levels (the “Compensation Time-Out”).
2.	Generally bans directly or indirectly paying third party solicitors to solicit government entities unless such third parties are registered brokers dealers or registered investment advisers subject to pay to play restrictions. Compliance with this provision of the Rule is required by September 13, 2011.
3.	Prohibits an adviser or its Covered Associates from soliciting or coordinating Contributions to an Official of a Government Entity to which the adviser is seeking to provide advisory services. Compliance with the Rule as it relates to Covered Advisory Services to a Covered Investment Pool is required by September 13, 2011.
4.	Prohibits an adviser or its Covered Associates to do anything indirectly which, if done directly, would result in a violation of the rule.

5.12.1 Political Contributions Policies and Procedures

It is the policy of the Firm to comply with all aspects of Rule 206(4)-5. Questions regarding the following policies and procedures should be directed to the Firm’s Chief Compliance Officer or designee. In addition to the following policies and procedures the Firm and its Covered Associates will be in violation of Rule 206(4)-5 for any indirect activities that would be a violation of the rule if done directly.

Definitions:

Contribution-any gift, subscription, loan, advance, or deposit of money or anything of value made for:

1.	The purpose of influencing any election for federal, state or local office;
2.	The payment of debt incurred in connection with any such election; or

FOR INTERNAL USE ONLY

POLICY		POLICY SECTION NUMBER
POLITICAL CONTRIBUTIONS			5.12
Implementation Date	Revision Date
March 14, 2011		Page 2 of 4

3. Transition or inaugural expenses incurred by the successful candidate for state or local office.

Contributions to a state or local official who is a candidate for federal office will subject an investment adviser to Rule 206(4)-5 with respect to the state or local government entity currently employing the official.

Covered Advisory Services- Includes traditional money management services; consulting services; consulting services offered to public pension plans; and management of Covered Investment Pools.

Covered Associate-all full and part time employees of the Firm are Covered Associates as well as an employee’s spouse, partner or other immediate family member living in his or her household. A Covered Associate includes a political action committee (PAC) controlled by the investment adviser or any of its Covered Associates if the adviser or the Covered Associate has control over the PAC or has the ability to direct the operations of the PAC.

Covered Investment Pool-Under Rule 206(4)-5, a “covered investment pool” includes;

1.

Any investment company registered under the Investment Company Act of 1940 that is an investment option of a plan or program of a government entity; or

2.

Any company that would be an investment company under section 3(a) of that Act but for the exclusion provided from that definition by section 3(c)(1), section 3(c)(7) or section 3(c)(11) of that Act. This includes any unregistered pooled investment vehicles such as hedge funds, private equity funds, venture capital funds and collective investment trusts. It also includes registered pooled investment vehicles if those registered pools are an investment option of a participant-directed plan or program of a government entity including 529 plans and 403(b) plans that allow participants to select among pre-established options that a government official has directly or indirectly selected as investment choices for participants.

Official of a Government Entity-includes an incumbent, candidate or successful candidate for elective office of a government entity if the office is directly or indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser or has authority to appoint any person who is directly or indirectly responsible for, or can influence the outcome of, the hiring of an investment adviser. Government entities include all states and local governments, agencies and instrumentalities and a public pension plans or other collective investment funds sponsored by a government entity (i.e., 529, 403(b) and 457 plans).

Look Back for New Covered Associates -The Firm must “look back” to the political Contributions over the last two years of a new Covered Associate who solicits clients and six months for a new Covered Associate who does not solicit clients for the Firm to determine if such Contributions could trigger the Compensation Time-Out. The look back period begins

FOR INTERNAL USE ONLY

POLICY		POLICY SECTION NUMBER
POLITICAL CONTRIBUTIONS			5.12
Implementation Date	Revision Date
March 14, 2011		Page 3 of 4

March 14, 2011 and is not retroactive. Therefore, the full two year look back period will not come into effect until March 14, 2013.

5.12.2 Procedures:

New Covered Associates

Candidates for hire will be informed of these policies and procedures prior to being offered employment with the Firm. As all employees are considered Covered Associates, the Look Back provision of the rule will apply. Candidates for hire will be required to disclose past political Contributions consistent with the Look Back provision. Contributions will be evaluated by the Firm’s Chief Compliance Officer or designee and Human Resources representative to determine if any of the Contributions would trigger the Compensation Time-Out before a final offer of employment can be made.

Pre- Approval of Personal Political Contributions and Contribution Limits

Covered Associates must obtain pre- approval of all political Contributions, including Contributions to a PAC, using the Political Contributions Pre-Approval form located on the intranet prior to making any Contribution. The Firm’s Chief Compliance Officer or designee will evaluate the anticipated Contribution and provide a response to the Covered Associate.

Covered Associates are limited to the following Contribution de minimus levels:

1.	Covered Associates may make aggregate Contributions of up to $350, per election cycle, to an elected official or candidate for whom the Covered Associate is entitled to vote; and
2.	Covered Associates may make aggregate Contributions of up to $150, per election cycle, to an elected official or candidate for whom the individual is not entitled to vote.

Primary elections and general elections are considered separate election cycles. Therefore, Covered Associates are permitted to make the de minimus Contributions in a primary election and a general election.

Covered Associates can make Contributions to an election campaign account if such account is or will be used exclusively to fund the campaign of an elected official and/or candidate or slate of elected officials and/or candidates. The de minimus limits apply to election campaign accounts. An election campaign account is considered one candidate even if it is funding campaigns for multiple elected officials and/or candidates.

Please note that Rule 206(4)-5 does not supersede state and local political campaign contribution rules and dollar limits. Covered Associates are responsible for knowing and complying with state and local political campaign contribution rules and dollar limits. If you have any questions, please consult with the Firm’s Chief Compliance Officer or designee.

FOR INTERNAL USE ONLY

POLICY		POLICY SECTION NUMBER
POLITICAL CONTRIBUTIONS			5.12
Implementation Date	Revision Date
March 14, 2011		Page 4 of 4

Please note that Rule 206(4)-5 does not prohibit volunteering for a political campaign as long as the volunteer activity is not done on firm time and does not use firm resources (email, fax, telephones, etc.).

Quarterly Certification and Disclosure

Covered Associates will be required to complete a certification and disclosure of all political Contributions on a quarterly basis. The Firm’s Compliance department will manage the distribution and receipt of this certification.

Confidentiality and Record Keeping

The Firm recognizes the confidential nature of a Covered Associate’s political opinions and party affiliations. Rule 206(4)-5 requires the Firm to maintain specific records on Covered Associates and their Contributions. These records will be maintained securely and confidentially and will only be provided to those involved with the management of these policies and procedures and as required by any regulatory reviews of the Firm.

The Firm will maintain all records in compliance with SEC Rule 204-2, including the additions to Rule 204-2 regarding political Contributions and government entities that are clients or investors in Covered Investment Pools. Collateralized Loan Obligations (CLOs) are not considered Covered Investment Pools for the political Contributions record keeping requirements.

FOR INTERNAL USE ONLY

CORRESP

Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue NW
Washington, DC 20004
www.morganlewis.com

July 29, 2011

VIA EDGAR

US 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(b)

Ladies and Gentlemen:

On behalf of our client, RidgeWorth Funds (the “Trust”), we are filing, pursuant to Rule 485(b) under the Securities Act of 1933 and to the Investment Company Act of 1940, Post-Effective Amendment No. 84 (the “Amendment”) to the Trust’s Registration Statement on Form N-1A, together with all exhibits thereto. The purpose of the Amendment is to: (i) update the Trust’s financial information for the fiscal year ended March 31, 2011; (ii) respond to the Staff’s comments on Post-Effective Amendment No. 83; and (iii) make other non-material changes.

I hereby certify that this Amendment does not contain disclosure that renders it ineligible to be filed under Rule 485(b).

Please contact me at (202) 739-5654 with your questions or comments.

Sincerely,

/s/ W. John McGuire
W. John McGuire

CORRESP

July 29, 2011

VIA EDGAR CORRESPONDENCE

Mr. James O’Connor
Securities and Exchange Commission
Division of Investment Management
100 F. Street, N.E.
Washington, DC 20549

Re:    RidgeWorth Funds (“Registrant”)
(File Nos. 033-45671, 811-06557)

Dear Mr. O’Connor:

     This letter responds to the comments on Post-Effective Amendment No. 83 to the Registrant’s registration statement on Form N-1A on behalf of the RidgeWorth Large Cap Core Growth Stock Fund (formerly Large Cap Core Equity Fund) (the “Fund”) filed on EDGAR on May 27, 2011, that were provided to me by telephone on Friday, July 8, 2011 by the Securities and Exchange Commission (the “Commission”).

1. Comment: Please delete “Collective Strength”, “Individual Insight” and “RidgeWorth Investments^® is the trade name of RidgeWorth Capital Management, Inc.” from the cover of the prospectus.

     Response: The Registrant has made the change as requested.

2. Comment: Please delete the section entitled “About this Prospectus” from the Prospectus’ table of contents.

     Response: The Registrant has made the change as requested.

3. Comment: In the section entitled “Summary-Fee and Expenses of the Fund” of the Prospectus, the fee table has a line item for Acquired Fund Fees and Expenses. Does the Fund wish to add footnote permitted by Instruction 3(f)(vii) to Item 3 of Form N-1A?

     Response: The Fund does not have any Acquired Fund Fees and Expenses. The line item has been deleted.

4. Comment: In the section entitled “Summary-Principal Investment Strategies” of the Prospectus, please add “plus any borrowings for investment purposes” in the first sentence after net assets.

     Response: The Registrant has made the change as requested.

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5. Comment: In the section entitled “Summary-Principal Investment Strategies” of the Prospectus, are there any other “equity securities” apart from American Depositary Receipts (“ADRs”) in which the Fund invests? List all the kinds of equity securities in which the Fund may invest. To what extent is the Fund currently invested in securities other than common stock and ADRs?

     Response: As stated in the Statement of Additional Information (the “SAI”), the Fund may invest in equity securities, which consist of common stocks, preferred stocks, warrants to acquire common stock, and securities convertible into common stock. The Fund currently invests solely in common stock.

6. Comment: In the section entitled “Summary-Principal Investment Strategies” of the Prospectus, to what extent is the Fund currently invested in foreign securities by means of ADRs? What is the limit on the Fund’s ability to invest in foreign securities?

     Response: The Fund does not currently invest in ADRs. The Fund invests at least 80% of its net assets in common stocks and other U.S.-traded equity securities of large cap companies. Therefore, the Fund may invest up to 20% in other types of securities, including foreign securities.

7. Comment: In the section entitled “Summary-Principal Investment Strategies” of the Prospectus, the Commission commented that the S&P 500 Index is not an appropriate benchmark for the Fund to use to define large cap. It is an Index that focuses on the large cap segment of the market based on how widely the shares are held, but does not make any representation that all of the securities included in the Index (even as of the rebalance date) are large cap securities. There are companies included in the Index that would barely be mid-cap — $1.59 billion. The Fund could be entirely within the range of the S&P 500 and be entirely in mid-cap stocks. Investors could be misled.

     Response: Standard & Poor’s defines the S&P 500^® Index as “widely regarded as the best single gauge of the large cap U.S. equities market since the Index was first published in 1957”. The Index has over US$4.83 trillion benchmarked, with Index assets comprising approximately US$1.1 trillion of this total. The Index includes 500 leading companies in leading industries of the U.S. economy, capturing 75% coverage of U.S. equities. The Subadviser believes that the S&P 500 Index is a reasonable reference point for defining large-cap companies and considers large cap companies to be companies with market capitalizations similar to those of companies in the S&P 500 Index. Therefore, the Registrant will not be revising this disclosure.

8. Comment: In the section entitled “Summary-Principal Investment Strategies” of the Prospectus, disclose the weighted average market cap of the companies in which the Fund is currently invested.

     Response: As of June 30, 2011, the weighted average market capitalization range of the companies in which the Fund invests is $60.0 billion. The Registrant believes that including this information in the Prospectus, however, would be confusing to shareholders in light to existing disclosures concerning the S&P 500 Index market capitalization ranges and average Index market capitalizations already disclosed in the Prospectus.

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9. Comment: In the section entitled “Summary-Principal Investment Strategies” of the Prospectus, state specifically the types of derivatives that the Fund will use and the degree to which they will be used. Be precise about the Fund’s degree of economic exposure. The Prospectus disclosure must conform to the instructions in the letter to the Investment Company Institute dated July 30, 2010.

     Response: The Fund does not have a principal investment strategy to invest in derivatives. The disclosure has been revised to delete references to derivatives.

10. Comment: In the section entitled “Summary-Principal Investment Risks” of the Prospectus, disclose that loss of money is a risk of investing in the Fund.

     Response: The Registrant has made the change as requested.

11. Comment: In the section entitled “Summary-Principal Investment Risks” of the Prospectus, there is a Smaller Company Risk. If small and mid-cap investing is a principal risk, there must be discussion of it in the principal strategies disclosure. Define small and mid cap in terms of market capitalization. The principal investment strategies must disclose the smallest size company in which the Fund can invest. What is the investment limit — other than 20% — in terms of the percentage of Fund assets that can be invested in small and mid cap stocks? To what extent is the Fund currently invested in small and mid cap companies?

     Response: The Fund does not have a principal investment strategy to invest in small- and mid-cap companies. The disclosure has been revised to delete references to smaller company risk.

12. Comment: The section entitled “Summary-Principal Investment Risks” of the Prospectus contains the following statement, “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.” This statement, which is required by Item 4 (b)(iii) of Form N-1A, should be more prominent.

     Response: The Registrant has made the statement more prominent as requested.

13. Comment: In the third paragraph of the section entitled “Summary-Performance” of the Prospectus, the second sentence states “These returns reflect applicable sales charges and assume shareholders redeem all of their shares at the end of the period indicated.” The Commission notes that this statement is not permitted or required and should be deleted.

     Response: The Registrant has made the change as requested.

14. Comment: The third paragraph of the section entitled “Summary-Performance” of the Prospectus contains the following disclosure: “After-tax returns are calculated using the historical highest individual U.S. 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 (“IRAs”). After-tax returns are shown for only the I Shares. After-tax returns for other share classes will vary.” These five sentences should be moved so that they follow the average annual total return table pursuant to Item 4 of Form N-1A.

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     Response: The Registrant has made the change as requested.

15. Comment: The last sentence in the section entitled “Summary-Performance” of the Prospectus states “Updated performance information is available by contacting the RidgeWorth Funds at 1-888-784-3863, or by visiting www.ridgeworth.com.” Please move this disclosure to the first paragraph in the section.

     Response: The Registrant has made the change as requested.

16. Comment: In the section entitled “More Information about Risk-Derivatives Risk” of the Prospectus, state specifically all of the derivatives in which the Fund intends to invest or which it will use for hedging. The Prospectus disclosure must conform to the instructions in the letter to Investment Company Institute dated July 30, 2010.

     Response: The Fund does not invest in derivatives as a principal investment strategy. Therefore, the disclosure has been revised to delete references to derivatives and derivatives risk.

17. Comment: In the section entitled “More Information about Risk-Derivatives Risk” of the Prospectus, clarify that derivatives have leveraging built in. Disclose the extent to which the Fund will leverage, including by borrowing from banks.

     Response: See the response to Question #16 above.

18. Comment: In the section entitled “More Information about Risk-Derivatives Risk” of the Prospectus, please explain the sentence “By setting aside assets equal only to its net obligations under certain derivative instruments, the 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.” Does this statement refer to the exception from full notional segregation available for cash-settled derivative positions?

     Response: See the response to Question #16 above.

19. Comment: In the section entitled “More Information about Risk-Equity Risk” of the Prospectus, the disclosure states “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.” Please identify the instruments that attempt to track the price movement of equity indices. Are they ETNs or ETCs? Are these equity securities and not derivatives?

     Response: The Fund does not currently invest in instruments that attempt to track the price movement of equity indices. Therefore, the phrase “as well as instruments that attempt to track the price movement of equity indices” will be stricken from the sentence quoted in the question.

20. Comment: In the section entitled “More Information about Risk” of the Prospectus there is a risk for Restricted Securities. Does the Fund invest in any restricted securities?

     Response: Although the Fund currently does not invest in restricted securities, the Fund may invest in such securities as a non-principal investment strategy. The disclosure in the Prospectus regarding restricted securities has been deleted.

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21. Comment: In the section entitled “More Information about Risk-Securities Lending Risk” of the Prospectus, please disclose that the Fund may give up voting rights. Please state that the Fund will receive all income from investing the collateral received with respect to securities lending. Please describe the board’s role in the Fund’s securities lending activities.

     Response: The Registrant has revised the disclosure as requested. With respect to the Board’s role in the Fund’s securities lending activities, the Registrant currently has disclosure of the Board’s role in the Fund’s SAI. The Registrant believes the disclosure in the SAI is the appropriate place to discuss the Board’s role.

22. Comment: In the section entitled “PURCHASING, SELLING AND EXCHANGING FUND SHARES-When Can You Purchase Shares? — A Shares, C Shares, and, I Shares” of the Prospectus, please clarify that the institutions and intermediaries referred to are the shareholders own brokers and not the Fund’s authorized agents.

     Response: The Registrant has made the change as requested.

23. Comment: In the section entitled “PURCHASING, SELLING AND EXCHANGING FUND SHARES-How the Funds Calculate NAV — A Shares, C Shares and I Shares” of the Prospectus, the disclosure states that the prices for many securities held by the Fund are provided by independent pricing services approved by the Board. Please clarify that the Board reviews and approves the methodology of the pricing service before hiring and periodically reviews the reliability of the prices obtained.

     Response: The sentence has been deleted.

24. Comment: In Investment Limitation No. 2 in the section entitled “Investment Limitations-Fundamental Policies” of the SAI, please clarify that Section 18(f)(1) coverage requirement is ongoing, as is described in the section entitled “Description of Permitted Investments-Borrowing” of the SAI.

     Response: The Registrant has made the change as requested.

25. Comment: In Investment Limitation No. 5 in the section entitled “Investment Limitations-Fundamental Policies” of the SAI, please change “25% of the Fund’s total assets” to “25% of the Fund’s net assets” and add “group of industries” to the end of the paragraph.

     Response: The Registrant has made the change as requested to add “or group of industries.” The Registrant believes that 25% of the Fund’s total assets allows the Fund greater investment flexibility than “net” assets. Therefore, the Registrant has not changed that disclosure.

26. Comment: In the section entitled “Trustees of the Trust-Members of the Board” of the SAI, the disclosure states: “The Trust has determined its leadership structure is appropriate given the specific characteristics and circumstances of the Trust. The Trust made this determination in consideration of, among other things, the amount of assets under management in the Trust, and the number of Fund (and classes of shares) overseen by the Board. The Board also believes that its leadership structure facilitates the orderly and efficient flow of information to the Independent Trustees from fund management.” The Commission noted that this is a

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conclusory statement and the “specific” characteristics or circumstances of the Fund’s leadership structure should be discussed.

     Response: The disclosure has been clarified.

27. Comment: In the section entitled “Trustees of the Trust- Board Committees” of the SAI, please disclose if there have been any legal proceedings pursuant to Item 401(f) of Regulation S-K.

     Response: There are no legal proceedings to report with respect to the Trustees. Therefore no disclosure is required in the SAI.

28. Comment: In the section entitled “Trustees of the Trust- Board Committees-Governance and Nominating Committee” of the SAI, please state whether the Governance and Nominating Committee has a formal diversity policy. Please state whether the Governance and Nominating Committee considers diversity.

     Response: The Trustees consider diversity factors in evaluating candidates for Independent Trustee. No formal diversity policy has been adopted by the Governance and Nominating Committee. Form N-1A does not require that such diversity policy be disclosed in the SAI, therefore, the Registrant will not include this statement in the SAI.

*   *   *   *   *

The Registrant acknowledges that it is responsible for the adequacy and accuracy of the disclosures in this post-effective amendment and that it may not assert staff comments as a defense in any proceeding initiated by the Securities and Exchange Commission or any person under the federal securities laws of the United States. The Registrant further acknowledges that staff comments or changes to disclosures in response to staff comments in this post-effective amendment do not foreclose the Securities and Exchange Commission from taking any action with respect to such filing.

I trust that the foregoing is responsive to each of your comments. Please do not hesitate to contact me at (617) 662-3969 if you have any questions concerning the foregoing.

Sincerely,

/s/ Francine S. Hayes Francine S. Hayes

cc: J. Short
J. O’Donnell

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