pre14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. [ ] )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
þ Preliminary Proxy Statement
o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
RIDGEWORTH FUNDS
(Name of Registrant as
Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ No fee required
o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was
determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
RIDGEWORTH FUNDS
RIDGEWORTH MARYLAND MUNICIPAL BOND FUND
3333 PIEDMONT ROAD, SUITE 1500
ATLANTA, GA 30305
January 25, 2012
Dear Shareholder:
On behalf of the Board of Trustees of RidgeWorth Funds, we are pleased to invite you to a Special
Meeting of Shareholders of the RidgeWorth Maryland Municipal Bond Fund (the “Fund”) to be held at
10:00 a.m. Eastern time, on February 24, 2012 at the offices of RidgeWorth Funds, 3333 Piedmont
Road, Suite 1500, Atlanta, Georgia (the “Meeting”). At the Meeting, you will be asked to approve a
change to a fundamental investment policy of the Fund, which will permit the Fund to transition
from a Maryland municipal bond fund to a short-term municipal bond fund.
The details of the proposed change are set forth in the proxy statement which accompanies this
letter. We encourage you to read it thoroughly. In addition, we have included a list of commonly
asked questions and answers on the next page.
Most shareholders cast their votes by telephone or via the internet. PLEASE REFER TO YOUR PROXY
CARD for simple instructions on how to vote by telephone, mail or the internet.
YOUR VOTE IS IMPORTANT TO US REGARDLESS OF THE NUMBER OF SHARES YOU OWN. In order to conduct the
Meeting, a majority of shares must be represented in person or by proxy vote. Please vote
promptly. It is important that your vote be received by the close of business on February 23,
2012.
We thank you for your continued confidence and support of the RidgeWorth Funds.
Sincerely,
Julia R. Short
President
RidgeWorth Funds
TABLE OF CONTENTS
QUESTIONS & ANSWERS
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
RIDGEWORTH MARYLAND MUNICIPAL BOND FUND (the “Fund”)
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What am I being asked to vote on? |
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You are being asked to approve a change to the Fund’s current fundamental investment policy
of investing 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.
The proposed new fundamental policy would require the Fund to invest at least 80% of its net
assets (plus any borrowings for investment purposes) in short-term municipal securities.
RidgeWorth Investments, the investment adviser to the Fund (the “Adviser”) defines short-term
municipal securities as municipal securities with remaining maturities of 5 years or less. |
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Why is the Board of Trustees proposing this change to the Fund’s fundamental investment
policy? |
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Despite the Fund’s strong performance, due to pressures on municipal securities and a
continuing reduction in distribution demand, assets have continued to decline. The market has
seen similar impacts to other state-specific municipal bond funds and other recent
reorganizations of these funds into larger national funds. If the new fundamental investment
policy is approved, the Adviser will transition the Fund to a short-term municipal bond fund.
The Adviser believes, and the Board considered, that the proposed new investment strategy will
preserve current and future shareholders’ ability to receive income exempt from U.S. federal
income taxes, while broadening the pool of investable securities to a national level. Note
that the new strategy will not provide income exempt from Maryland income tax. The short-term
municipal bond fund will also complement the existing RidgeWorth Funds tax-exempt suite
through the addition of a short duration product to the intermediate-to long-term line up. |
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Will any other policies change? |
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Yes. The Board has approved certain other changes that will take effect only if shareholders
approve the proposed change to the Fund’s fundamental investment policy. These include: |
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renaming the Fund as the “RidgeWorth Short-Term Municipal Bond Fund”, |
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adopting a new investment objective, strategy and policies consistent with its new
name, |
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reducing the investment advisory fee from 55 basis points to 35 basis points in
conjunction with the strategy change, and |
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changing the Fund’s benchmark index. |
Please refer to the attached proxy statement for more information about these changes.
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Will portfolio management change? |
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On November 18, 2011, the portfolio management of the Fund changed from George Calvert to Ron
Schwartz, CFA and Dusty Self. Mr. Schwartz and Ms. Self would continue to manage the Fund. |
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Mr. Schwartz is Director of Tax-Exempt Management for StableRiver Capital Management LLC
(“StableRiver” or the “Subadviser”), the investment subadviser for the Fund, and has more
than 30 years of experience in the industry. In addition to the Fund, he currently manages
the High Grade Municipal Bond Fund and the Investment Grade Tax-Exempt Bond Fund. Ms. Self
currently serves as Director of StableRiver, and has more than 17 years of experience in the
industry. |
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Who can vote? |
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All shareholders of the Fund as of December 27, 2011 are eligible and entitled to vote. |
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How does RidgeWorth Funds’ Board of Trustees recommend that I vote? |
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After careful consideration, the Board of Trustees of the RidgeWorth Funds unanimously
recommends that you vote “FOR” the proposal. |
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How can I vote? |
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You may vote by mail, telephone or internet. Please refer to the instructions on the next
page for information regarding voting. If your proxy is properly returned by the close of
business on February 23, 2012, your proxy will be voted in accordance with your instructions.
If a proxy card is not marked to indicate voting instructions but is signed, dated and
returned, it will be treated as an instruction to vote the shares “FOR” the proposal. |
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Who should I call with questions about this proxy? |
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If you have any questions regarding this proxy, please contact your financial intermediary or
the RidgeWorth Funds directly at 1-888-784-3863. |
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PLEASE
VOTE THE ENCLOSED PROXY CARD.
YOUR VOTE IS IMPORTANT!
For your convenience, there are three ways to vote.
VOTE BY MAIL
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Read the accompanying proxy statement. |
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Check the appropriate box on the proxy card. |
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Sign and date the proxy card. |
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Return the proxy card in the envelope provided. |
VOTE BY TELEPHONE
It’s fast, convenient, and your vote is immediately confirmed and posted.
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Read the accompanying proxy statement and have the proxy card at hand. |
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Call the toll-free number that appears on your proxy card. |
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Enter your control number located on your proxy card. |
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Follow the simple recorded instructions. |
VOTE BY INTERNET
It’s fast, convenient, and your vote is immediately confirmed and posted. Additionally, you can
receive all future materials by internet.
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Read the accompanying proxy statement. |
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Go to www.proxyvote.com. |
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Enter your control number located on your proxy card. |
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Follow the simple instructions. |
BENEFITS OF TELEPHONE AND INTERNET VOTING:
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Immediate voting results. |
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Voting 7 days a week, 24 hours a day (except day of the Meeting). |
DO NOT RETURN YOUR PROXY VOTING CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET
3
RIDGEWORTH FUNDS
RIDGEWORTH MARYLAND MUNICIPAL BOND FUND
3333 PIEDMONT ROAD, SUITE 1500
ATLANTA, GA 30305
Notice of Special Meeting of Shareholders
To be held on February 24, 2012
Notice is hereby given that a Special Meeting of Shareholders of the RidgeWorth Maryland Municipal
Bond Fund (the “Fund”), a series of RidgeWorth Funds (the “Trust”), will be held at the offices of
RidgeWorth Funds, 3333 Piedmont Road, Suite 1500, Atlanta, Georgia 30305 on February 24, 2012 at
10:00 a.m. Eastern time (the “Meeting”). The Meeting is being called for the purposes of
considering the proposal set forth below and to transact such other business as may be properly
brought before the Meeting.
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To approve a change to the Fund’s current fundamental investment policy of
investing 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 to investing at least 80% of its net assets (plus any borrowings for
investment purposes) in short-term municipal securities; and |
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To transact such other business as may properly be brought before the Meeting. |
Proposal 1 is described in the attached proxy statement. The Board of Trustees of the Trust
unanimously recommends that you vote in favor of the Proposal 1.
Shareholders of record as of the close of business on December 27, 2011 are entitled to notice of,
and to vote at, the Meeting or any adjournment thereof.
Shareholders are requested to execute and return promptly the accompanying proxy card, which is
being solicited by the Board of Trustees of the Trust. You may execute the proxy card by one of
the three methods described in the proxy card. Returning the proxy card is important to ensure a
quorum at the Meeting. Proxies may be revoked at any time before they are exercised by submitting
a written notice of revocation or a subsequently executed proxy or by attending the Meeting and
voting in person. Do not return the proxy voting card if you are voting by telephone or internet.
It is important that your vote is received by the close of business on February 23, 2012.
Dated: January 25, 2012
RIDGEWORTH FUNDS
RIDGEWORTH MARYLAND MUNICIPAL BOND FUND
3333 PIEDMONT ROAD, SUITE 1500
ATLANTA, GA 30305
SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 24, 2012
This proxy statement is furnished by the Board of Trustees (the “Board”) of RidgeWorth Funds (the
“Trust”) in connection with the solicitation of proxies for use at the special meeting of
shareholders of the RidgeWorth Maryland Municipal Bond Fund (the “Fund”), a series of the Trust, to
be held on February 24, 2012, at 10:00 a.m. Eastern time, or at any adjournment thereof, at the
offices of the Trust, 3333 Piedmont Road, Suite 1500, Atlanta, Georgia 30305 (the “Meeting”). It is
expected that the Notice of Meeting, this proxy statement, and proxy card will be mailed to
shareholders on or about January 25, 2012.
Summary
At the Meeting, shareholders of the Fund will be asked to vote on the following proposal:
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To approve a change to the Fund’s current fundamental investment policy of
investing 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 to investing at least 80% of its net assets (plus any borrowings for
investment purposes) in short-term municipal securities; and |
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To transact such other business as may properly be brought before the Meeting. |
If you do not expect to be present at the Meeting and wish your shares to be voted, please vote
your proxy by mail, telephone or internet allowing sufficient time for the proxy to be received on
or before the close of business on February 23, 2012. If your proxy is properly returned by that
date, shares represented by your proxy will be voted at the Meeting in accordance with your
instructions. However, if no instructions are specified on the proxy with respect to the Proposal
1, the proxy will be voted FOR the approval of the proposal and in accordance with the judgment of
the persons appointed as proxies upon any other matter that may properly come before the Meeting.
Shareholders may revoke their proxies at any time prior to the time they are voted by giving
written notice to the Secretary of the Trust, by delivering a subsequently dated proxy, or by
attending and voting in person at the Meeting.
1
The close of business on December 27, 2011 has been fixed as the record date (the “Record Date”)
for the determination of shareholders entitled to notice of, and to vote at, the Meeting and any
adjournment thereof. Each full share will be entitled to one vote at the Meeting and each fraction
of a share will be entitled to the fraction of a vote equal to the proportion of a full share
represented by the fractional share. At the close of business on the Record Date, as shown on the
books of the Trust, _________ A Shares and _________ I Shares of the Fund were issued and
outstanding.
Expenses
The expenses of the Meeting will be borne by the Adviser. The solicitation of proxies will be
largely by mail, but may include telephonic, internet or oral communication by officers and
services providers of the Trust.
The Fund’s Semi-Annual Report for the period ended September 30, 2011 and the Annual Report for the
fiscal year ended March 31, 2011 were previously furnished to shareholders. Shareholders may
request an additional copy of the Semi-Annual Report or the Annual Report, which will be provided
without charge, by writing to the Trust at P.O. Box 8053, Boston, MA 02266-8053, by calling
1-888-784-3863, or by accessing the Trust’s website at www.ridgeworth.com, or on the Securities and
Exchange Commission’s (the “SEC”) website at www.sec.gov.
PROPOSAL 1
APPROVAL OF CHANGE TO A
FUNDAMENTAL INVESTMENT POLICY OF THE FUND
At its November 15, 2011 meeting, the Board, upon the recommendation of the Adviser unanimously
approved a proposal to change one of the Fund’s fundamental investment policies as follows:
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| Current Fundamental Investment Policy |
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Proposed Fundamental Investment Policy |
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.
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The Fund invests at least 80% of its
net assets (plus any borrowings for
investment purposes) in short-term
municipal securities. |
Despite the Fund’s strong performance, due to pressures on municipal securities and a continuing
reduction in distribution demand, assets have continued to decline. The market has seen similar
impacts to other state-specific municipal bond funds and other recent reorganizations of these
funds into larger national funds. If the new fundamental investment policy is approved, the
Adviser will transition the Fund to a short-term municipal bond fund. The Adviser believes, and
the Board considered, that the proposed new fundamental investment policy will preserve current and
future shareholders’ ability to receive income exempt from U.S. federal income taxes, while
2
broadening the pool of investable securities to a national level. The new policy will not include
the goal of earning income exempt from Maryland state income tax. The short-term municipal bond
fund will also complement the existing RidgeWorth Funds tax-exempt suite through the addition of a
short duration product to the intermediate- to long-term line up.
If shareholders approve Proposal 1, the Fund will adopt the proposed new fundamental investment
policy, which may subsequently be changed only with shareholder approval. The Fund will also be
renamed the “RidgeWorth Short-Term Municipal Bond Fund” and its investment objective, strategies
and policies, consistent with its new name, will change as discussed in detail in Appendix A of
this proxy statement. The Board may change the Fund’s objective, strategies, non-fundamental
investment policies and restrictions without shareholder approval. If shareholders do not approve
Proposal 1, the Board will consider other appropriate actions.
THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS APPROVE THE PROPOSED CHANGE TO THE FUND’S FUNDAMENTAL INVESTMENT POLICY.
OTHER BUSINESS
The Board does not know of any matters to be presented at the Meeting other than those set forth in
this proxy statement. If other business should properly come before the Meeting, proxies will be
voted in accordance with the judgment of the persons named in the accompanying proxy.
Required Vote
The approval of Proposal 1 requires the affirmative vote of a majority of the outstanding voting
securities of the Fund. With respect to the approval, the term “majority of the outstanding voting
securities” means the vote of (a) 67% or more of the voting securities of the Fund present at such
meeting, if the holders of more than 50% of the outstanding voting securities of the Fund are
present or represented by proxy, or (b) more than 50% of the outstanding voting securities of the
Fund, whichever is less.
The persons named in the accompanying proxy intend, in the absence of contrary instructions, to
vote all proxies on behalf of the shareholder for the approval of Proposal 1. If you return your
proxy but give no voting instructions, your shares will be voted FOR Proposal 1. If Proposal 1 is
not approved by the shareholders of the Fund, then the fundamental investment objective will remain
in effect with respect to the Fund, while the Board considers an alternative course of action,
including the possible liquidation of the Fund.
3
ADDITIONAL INFORMATION
Administrator
State Street Bank and Trust Company, which has its principal business offices at One Lincoln
Street, Boston, MA 02111, serves as the Trust’s administrator.
Distributor
RidgeWorth Distributors LLC, located at Three Canal Plaza, Suite 100, Portland, Maine 04101, serves
as the Trust’s distributor.
5% Shareholders
As of the Record Date, the following were the only persons who were record owners or, to the
knowledge of the Trust, were beneficial owners of 5% or more of the outstanding shares of a class
of the Fund:
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Percent of the Class |
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Total Assets held by |
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No. of Shares |
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the Shareholder |
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As of December ______, 2011, the Trustees and officers of the Trust as a group owned less than
1% of the outstanding shares of beneficial interest of the Fund.
Submission of Shareholder Proposals
The Trust is organized as a business trust under the laws of the Commonwealth of Massachusetts. As
such, the Trust is not required to, and does not, have annual meetings. Nonetheless, the Board may
call a special meeting of shareholders for action by shareholder vote as may be required by the
Investment Company Act of 1940, as amended, or as required or permitted by the Declaration of Trust
and By-Laws of the Trust.
Shareholders who wish to present a proposal for action at a future meeting should submit a written
proposal to the Trust for inclusion in a future proxy statement. The Board will give consideration
to shareholder suggestions as to nominees for the Board. Shareholders retain the right to request
that a meeting of the shareholders be held for the purpose of considering matters requiring
shareholder approval.
4
Voting and Other Matters
The presence in person or by proxy of a majority of the outstanding shares of the Fund entitled to
vote at the Meeting will constitute a quorum. For purposes of determining the presence of a quorum
for transacting business at the Meeting, abstentions and “broker non-votes” (that is, proxies from
brokers or nominees indicating that they have not received instructions from the beneficial owners
or other persons entitled to vote and for which the brokers or nominees do not have discretionary
voting authority) will be treated as shares that are present for the purpose of establishing a
quorum, but will not count toward approval of the proposal. For this reason, abstentions and
broker non-votes effectively will be a vote against the proposal.
In the event that sufficient votes in favor of Proposal 1 are not received by the time scheduled
for the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting
for a period or periods to permit further solicitation of proxies with respect to the proposal.
Any such adjournment will require the affirmative vote of a majority of the votes cast on the
question in person or by proxy at the session of the meeting to be adjourned. Abstentions and
“broker non-votes” will not be counted for or against such proposal to adjourn. The persons named
as proxies will vote in favor of adjournments with respect to a proposal those proxies that they
are entitled to vote in favor of such proposal. They will vote against any such adjournment those
proxies required to be voted against the proposal.
No business other than the matter described above is expected to come before the Meeting, but
should any matter incident to the conduct of the Meeting or any question as to an adjournment of
the Meeting arise, the persons named in the enclosed proxy card will vote thereon according to
their best judgment in the interest of the Trust.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO HAVE THEIR SHARES VOTED
ARE REQUESTED TO VOTE BY MAIL, TELEPHONE OR INTERNET, AS EXPLAINED IN THE INSTRUCTION ON YOUR PROXY
CARD.
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By Order of the Trustees,
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Julia R. Short |
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President
RidgeWorth Funds |
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Dated: January 25, 2012
5
Appendix A
This Appendix A shows the investment goals and strategies that the Fund will adopt if shareholders
approve Proposal 1. The Fund will change its name to “RidgeWorth Short-Term Municipal Bond Fund”
and adopt new investment goals and strategies consistent with this name.
Investment Objective
The Fund seeks to provide as high a level of total return through federally tax-exempt current
income and capital appreciation as is consistent with the preservation of capital, primarily
through investment in investment grade tax-exempt fixed-income securities.
Principal Investment Strategy
The Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in
short-term municipal securities. The Adviser defines short-term municipal securities as municipal
securities with remaining maturities of 5 years or less. 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 (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 will range from 1 to 3 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.
New Investment Advisory Fee
The investment advisory fee will be reduced from 55 basis points to 35 basis points in conjunction
with the strategy change.
Benchmark Index
The Fund’s benchmark index will change from Barclays U.S. Municipal Bond Index to Barclays 1-3 Year
Municipal Bond Index. The Barclays U.S. Municipal Bond Index covers the U.S. dollar-denominated
long-term tax-exempt bond market and it consists of four main sectors: state and local general
obligation bonds, revenue bonds, insured bonds, and pre-refunded bonds. The Barclays 1-3 Year
Municipal Bond Index is an unmanaged index that is made up of a representative list of general
obligation, revenue, insured and pre-refunded bonds, and is frequently used as a general measure of
tax-exempt bond market performance.
-A-1-
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YOUR
VOTE IS IMPORTANT |
| PROXY TABULATOR |
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To
vote by Internet |
P.O. BOX 9112 |
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FARMINGDALE, NY 11735
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Read the Proxy Statement and have the proxy card below at hand. |
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Go to website www.proxyvote.com |
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Follow the instructions provided on the website. |
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To
vote by Telephone |
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Read the Proxy Statement and have the proxy card below at hand. |
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Call 1-800-690-6903 |
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Follow the instructions. |
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To
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Read the Proxy Statement. |
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Check the appropriate boxes on the proxy card below. |
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Sign and date the proxy card. |
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Return the proxy card in the
envelope provided. |
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If you vote by Telephone or Internet, you do not need to mail your proxy. |
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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KEEP THIS PORTION FOR YOUR RECORDS |
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DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
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| Vote on Proposal |
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For
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Against
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Abstain |
1.
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To approve a change to the Fund’s current fundamental
investment policy of investing 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 to investing at least 80% of its net assets
(plus any borrowings for investment purposes) in short-term
municipal securities.
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| Please sign this proxy exactly as your name appears on the books
of the Fund. Joint owners should each sign personally. Directors
and other fiduciaries should indicate the capacity in which
they sign, and where more than one name appears a majority must sign.
If a corporation, this signature should be that of an authorized
officer who should state his or her title. |
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Signature [PLEASE SIGN WITHIN BOX]
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Signature [PLEASE SIGN WITHIN BOX]
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RIDGEWORTH FUNDS
RIDGEWORTH MARYLAND MUNICIPAL BOND FUND
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES
SPECIAL MEETING OF SHAREHOLDERS – February 24, 2012
The undersigned hereby appoints Julie Tedesco and Odeh Stevens, or either of them (with full power to act in the absence of the other, each with full power of substitution), as his/her attorneys and proxies to
vote and act with respect to all shares of the above referenced fund (the “Fund”), held by the undersigned at the Special Meeting of Shareholders of the Fund to be held at 10:00 a.m. Eastern Time, on February 24,
2012, at the offices of RidgeWorth Funds, 3333 Piedmont Road, Suite 1500, Atlanta, Georgia, and at any adjournment thereof (the “Meeting”), and instructs each of them to vote as indicated on the matter referred to
in the proxy statement for the Meeting, receipt of which is hereby acknowledged, with discretionary power to vote upon such other business as may properly come before the Meeting. If you simply sign this proxy,
or don’t vote on the Proposal, your shares will be automatically be voted as the Board of Trustees recommends. Receipt of the Notice of Special Meeting and Proxy Statement is hereby acknowledged.
PLEASE VOTE, SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE