EX-99.77M MERGERS

Exhibits


SUB-ITEM 77M
MERGERS

On May 21, 2015, the Registrants Board of Trustees approved a reorganization
of the RidgeWorth Intermediate Bond Fund (the Selling Fund) into the
RidgeWorth Core Bond Fund (the Acquiring Fund), another series of the
Registrant.  Effective close of business July 31, 2015, each shareholder of
the A Shares, I Shares and R Shares of the Selling Fund became a shareholder
of the Acquiring Fund, and received A Shares, I Shares and R Shares of the
Acquiring Fund in an amount equal in value to the shares of the Selling Fund
the shareholder had immediately before the Reorganization. No shareholder
vote was required with respect to the reorganization.

On May 21, 2015, the Registrants Board of Trustees approved a reorganization
of the RidgeWorth U.S. Government Securities Fund (the Selling Fund) into
the RidgeWorth Limited-Term Federal Mortgage Securities Fund
(the Acquiring Fund), another series of the Registrant.  Effective close of
business July 31, 2015, each shareholder of the A Shares, C Shares and I Shares
of the Selling Fund became a shareholder of the Acquiring Fund, and received A
Shares, C Shares and I Shares of the Acquiring Fund in an amount equal in value
to the shares of the Selling Fund the shareholder had immediately before the
Reorganization. No shareholder vote was required with respect to the
reorganization.

Exhibits 77Q1(e)
[provided separately -- please include the Subadvisory Agreement also sent
with this document.]

Exhibits 77Q1 77M(g)
[provided separately -- please include the Plan of Reorganization also sent
with this document.]

EX-99.77Q1 OTHR EXHB

PLAN OF REORGANIZATION

	THIS PLAN OF REORGANIZATION (the Plan) is dated as of July 31, 2015,
and has been adopted by the Board of Trustees of RidgeWorth Funds (the Trust)
to provide for the reorganizationof the Trusts Intermediate Bond Fund (the
Selling Fund) into its Core Bond Fund (the Acquiring Fund).

Preliminary Statements

1.	The Trust is organized under Massachusetts law as a business trust
pursuant to an Agreement and Declaration of Trust dated January 15, 1992,
as amended;

2.	The Trust is an open-end management investment company registered
under the Investment Company Act of 1940 and the Acquiring Fund and Selling
Fund are each duly organized and validly existing series of the Trust;

3.	The Reorganization (defined below) involves A Shares, I Shares, and
R Shares of the Selling Fund reorganizing into A Shares, I Shares, and R
Shares of the Acquiring Fund, respectively;

4.	The Board of Trustees of the Trust has determined that the
Reorganization is in the best interests of the shareholders of the Selling
Fund and the Acquiring Fund and that the interests of existing shareholders
will not be diluted as a result of the Reorganization;

Provisions

1.	Plan of Reorganization.  At the Effective Time
(as defined in Section 5 herein), the Selling Fund will assign, deliver
and otherwise transfer all of its assets and good and marketable title thereto,
free and clear of all liens, encumbrances and adverse claims except as provided
in this Plan, and assign all liabilities, as set forth in a statement of assets
and liabilities to be prepared as of the Effective Time (the Statement of Assets
and Liabilities), to the Acquiring Fund.  In exchange for such assets, the
Acquiring Fund shall assume all such liabilities of the Selling Fund and deliver
to the Selling Fund shares of the Acquiring Fund (both full and fractional)
equivalent in value, on a class-by-class basis, to the shares of the Selling
Fund outstanding immediately prior to the Effective Time, and the Selling Fund
shall liquidate immediately thereafter in accordance with Section 3 herein.
These transactions are collectively referred to as the Reorganization.  The
shares of the Acquiring Fund that are given in exchange for the net assets of
the Selling Fund are referred to hereinafter as the Acquiring Fund Shares and
the shares of the Selling Fund that are held by the holders of such shares
immediately prior to the Effective Time are referred to hereinafter as the
Selling Fund Shares.  The assets and liabilities of the Selling Fund, as set
forth in the Statement of Assets and Liabilities, shall be exclusively assigned
to and assumed by the Acquiring Fund.  All debts, liabilities, obligations and
duties of the Selling Fund, to the extent that they exist at or after the
Effective Time, shall, from and after the Effective Time, attach to the
Acquiring Fund and may be enforced against the Acquiring Fund to the same
extent as if the same had been incurred by the Acquiring Fund.

2.	Transfer of Assets.  The assets of the Selling Fund to be acquired by
the Acquiring Fund shall include, without limitation, all cash, cash
equivalents,securities, receivables (including interest and dividends
receivable) as set forthin the Statement of Assets and Liabilities, as well
as any claims or rights of action or rights to register shares under applicable
securities laws, any books or records of the Selling Fund and other property
owned by the Selling Fund at the Effective Time.

3.	Liquidation and Dissolution of the Selling Fund.  At the Effective Time,
immediately after the exchange described in Section 1 above, the Acquiring Fund
Shares (both full and fractional) of each class received by the Selling Fund
will be distributed to the shareholders of record of the Selling Fund Shares
of the corresponding class of the Selling Fund as of the Effective Time in
exchange for those Selling Fund Shares and in complete liquidation of the
Selling Fund.  Each shareholder of the Selling Fund will receive a number of
Acquiring Fund Shares (full and fractional) of the applicable class equal in
value to the Selling Fund Shares of the corresponding class held by that
shareholder.  Such liquidation and distribution will be accompanied by the
establishment of an open account on the share records of the Acquiring Fund
in the name of each shareholder of record of the Selling Fund and representing
the respective number of Acquiring Fund Shares received by such shareholder.

4.	Conditions of the Reorganization.  Consummation of this Plan is subject
to the following conditions:

	(a)  Shares to be Issued Upon Reorganization.  The Acquiring Fund Shares
to be issued in connection with the Reorganization have been duly authorized
and upon consummation of the Reorganization will be validly issued, fully paid
and nonassessable.

	(b)  Marketable Title to Assets.  The Selling Fund will have, at the
Effective Time, good and marketable title to, and full right, power and
authority to sell, assign, transfer and deliver, the assets to be transferred
to the Acquiring Fund.  Upon delivery and payment for such assets, the Acquiring
Fund will have good and marketable title to such assets without restriction on
the transfer thereof free and clear of all liens, encumbrances and adverse
claims.

	(c)  Taxes.  Each of the Selling Fund and the Acquiring Fund is treated
as an entity separate from any and all other series of the Trust under Section
851(g) of the Internal Revenue Code of 1986, as amended (the Code).  For each
taxable year of its operation (including, in the case of the Selling Fund, the
taxable year ending at the Effective Time), each of the Selling Fund and the
Acquiring Fund has met (or for that year will meet) the requirements of
Subchapter M of the Code for qualification and treatment as a regulated
investment company, has had in effect an election to be treated as such, and
has been (or for that year will be) eligibleto compute and has computed (or
for that year will compute)its federal income tax under Section 852 of the Code.
At the Effective Time, the Selling Fund will have no unpaid tax liability under
Section 852 or Section 4982 of the Code for any taxable year (including the
taxable year ending at the Effective Time).  At the Effective Time, the
Acquiring Fund will have no unpaid tax liability under Section 852 or Section
4982 of the Code for any taxable year ending before the Effective Time,and the
Acquiring Fund expects to have no tax liability for the taxable year during
which the Effective Time occurs.  As of the Effective Time, all federal and
other tax returns and reports of the Acquiring Fund and the Selling Fund
required by law to have been filed shall have been timely filed, and any taxes
incurred by the Selling Fund or the Acquiring Fund shall have been paid so far
as due, or provision shall have been made for the payment thereof, and to the
best of the Trusts knowledge, no such return is currently under audit and no
assessment has been asserted with respect to any of such returns.

	(d)  Opinion of Counsel.  The Selling Fund and Acquiring Fund shall have
received on or before the Effective Time an opinion of counsel, based upon
customary representations provided by the Trust, satisfactory to the Selling
Fund and the Acquiring Fund, substantially to the effect that the Reorganization
will have the following federal income tax consequences for Selling Fund
shareholders, the Selling Fund, and the Acquiring Fund:

	(1)	The Reorganization will constitute a reorganization within the
meaning of Section 368(a) of the Code, and the Selling Fund and the Acquiring
Fund will each be a party to the reorganization within the meaning of
Section 368(b) of the Code.

	(2)	No gain or loss will be recognized by the Selling Fund upon the
transfer of all of its assets to the Acquiring Fund solely in exchange for
Acquiring Fund Shares and the assumption by the Acquiring Fund of all of the
liabilities of the Selling Fund or upon the distribution of the Acquiring Fund
Shares so received to shareholders of the Selling Fund, except for (A) any gain
or loss that may be recognized with respect to contracts subject to Section 1256
of the Code, (B) any gain that may be recognized on the transfer of stock in a
passive foreign investment company as defined in Section 1297(a) of the Code,
and (C) any other gain or loss that may be required to be recognized as a result
of the closing of the Selling Funds taxable year or upon the transfer of an
asset regardless of whether such transfer would otherwise be a nonrecognition
 transaction under the Code;

	(3)	No gain or loss will be recognized by the Acquiring Fund upon the
receipt of the assets of the Selling Fund solely in exchange for Acquiring Fund
Shares and the assumption by the Acquiring Fund of the liabilities of the
Selling Fund pursuant to this Plan;

	(4)	The tax basis in the hands of the Acquiring Fund of the assets of
the Selling Fund transferred in the Reorganization will be the same as the tax
basis of such assets in the hands of the Selling Fund immediately prior to the
exchange, increased by the amount of any gain or decreased by the amount of any
loss recognized by the Selling Fund upon the transfer;

	(5)	The holding period in the hands of the Acquiring Fund of each asset
transferred by the Selling Fund to the Acquiring Fund in the Reorganization,
other than assets with respect to which gain or loss is required to be
recognized in the Reorganization, will include the holding period during which
such asset was held by the Selling Fund (except where investment activities of
the Acquiring Fund have the effect of reducing or eliminating the holding period
with respect to an asset);

	(6)	No gain or loss will be recognized by the shareholders of the
Selling Fund upon the exchange of their shares of the Selling Fund for
Acquiring Fund Shares (including fractional shares to which they may be
entitled) as part of the Reorganization;

	(7)	The aggregate tax basis of Acquiring Fund Shares received by each
shareholder of the Selling Fund (including fractional shares to which each such
shareholder may be entitled) in connection with the Reorganization will be the
same as the aggregate tax basis of the Selling Fund Shares exchanged therefor;
and

	(8)	Each Selling Fund shareholders holding period for his or her
Acquiring Fund Shares (including fractional shares to which the shareholder
may be entitled) received in the Reorganization will include the holding
period of the Selling Fund Shares surrendered in exchange therefor, provided
that the shareholder held the Selling Fund Shares as capital assets at the
Effective Time of the Reorganization.

	(e)  Board Authorization.  The Board of Trustees of the Trust, at a
meeting duly called for such purpose, shall have authorized the issuance by
the Acquiring Fund of Acquiring Fund Shares at the Effective Time in exchange
for the assets of the Selling Fund pursuant to the terms and provisions of
this Plan.

5.	Effective Time of the Reorganization.  The exchange of the Selling Funds
assets for corresponding Acquiring Fund Shares shall be effective as of the
close of business on July 31, 2015, or at such other time and date as fixed
by the Board of Trustees of the Trust or any duly authorized officer of the
Trust (the Effective Time).

6.	Termination.  This Plan and the transactions contemplated hereby may be
terminated and abandoned with respect to the Acquiring Fund and/or the Selling
Fund, without penalty, by resolution of the Board of Trustees of the Trust or at
the discretion of any duly authorized officer of the Trust, at any time prior to
the Effective Time, if circumstances should develop that, in the opinion of such
Board or officer, make proceeding with the Plan inadvisable.  In the event of
any such termination, there shall be no liability for damages on the part of the
Acquiring Fund, Selling Fund, or the Trust, or the Trusts Board of Trustees or
officers.

7.	Amendment and Waiver.  This Plan may be amended, modified or supplemented
at any time to the fullest extent permitted by law upon authorization by the
Board of Trustees; provided, that no amendment may have the effect of changing
the provisions for determining the number or value of Acquiring Fund Shares to
be paid to the Selling Funds shareholders under this Plan to the detriment of
the Selling Funds shareholders without their approval.  The Board of Trustees
or any duly authorized officer of the Trust may waive any condition to
consummation of this Plan if, in its or such officers judgment, such waiver
will not have a material adverse effect on the interests of the shareholders
of the Acquiring Fund or the shareholders of the Selling Fund.

8.	Fees and Expenses.  Except as otherwise provided for herein, all fees and
expenses of the Acquiring Fund, the Selling Fund, or the Trust that are solely
and directly related to the Reorganization contemplated by this Plan,
determined in accordance with the principles set forth in Revenue Ruling 73-54,
1973-1 C.B.187, shall be borne and paid by RidgeWorth Capital Management LLC,
the investment adviser to the Selling Fund and the Acquiring Fund.  All such
fees and expenses so borne and paid shall be paid directly by RidgeWorth Capital
Management LLC to the relevant providers of services or other payees in
accordance with the principles set forth in Revenue Ruling 73-54.  Fees and
expenses not incurred directly in connection with the consummation of the
transactions contemplated by this Plan shall be borne by the party incurring
such fees and expenses.  Notwithstanding the foregoing, expenses will in any
event be paid by the party directly incurring such expenses if and to the extent
that the payment by any other person of such expenses would result in the
disqualification of the Selling Fund or the Acquiring Fund, as the case may be,
from treatment as a regulated investment company within the meaning of Section
851 of the Code or would prevent the Reorganization from qualifying as a
reorganization under Section 368(a) of the Code.  Selling Fund shareholders
will pay their respective expenses, if any, incurred in connection with the
transactions contemplated by this Plan.  Neither the Selling Fund nor the
Acquiring Fund will pay the Selling Fund shareholders expenses, if any.

9.	Governing Law.  This Plan shall be governed and construed in accordance
with the laws of the Commonwealth of Massachusetts.

EX-99.77Q1 OTHR EXHB

PLAN OF REORGANIZATION

	THIS PLAN OF REORGANIZATION (the "Plan") is dated as of July 31, 2015,
and has been adopted by the Board of Trustees of RidgeWorth Funds (the "Trust")
 to provide for the reorganization of the Trust's U.S. Government Securities
Fund (the "Selling Fund") into its Limited-Term Federal Mortgage Securities
Fund (the "Acquiring Fund").

Preliminary Statements

1.	The Trust is organized under Massachusetts law as a business trust
pursuant to an Agreement and Declaration of
Trust dated January 15, 1992, as amended;

2.	The Trust is an open-end management investment company registered
under the Investment Company Act of 1940 and the Acquiring Fund and Selling
Fund are each duly organized and validly existing series of the Trust;

3.	The Reorganization (defined below) involves A Shares, C Shares,
and I Shares of the Selling Fund reorganizing
into A Shares, C Shares, and I Shares of the Acquiring Fund, respectively;

4.	The Board of Trustees of the Trust has determined that the
Reorganization is in the best interests of the shareholders of the Selling
Fund and the Acquiring Fund and that the interests of existing shareholders
will not be diluted as a result of the Reorganization;

Provisions

1.	Plan of Reorganization.  At the Effective Time (as defined in
Section 5 herein), the Selling Fund will assign, deliver
and otherwise transfer all of its assets and good and marketable title thereto,
free and clear of all liens, encumbrances
and adverse claims except as provided in this Plan, and assign all liabilities,
as set forth in a statement of assets and
liabilities to be prepared as of the Effective Time (the "Statement of Assets
 and Liabilities"), to the Acquiring Fund.  In
exchange for such assets, the Acquiring Fund shall assume all such liabilities
of the Selling Fund and deliver to the Selling
Fund shares of the Acquiring Fund (both full and fractional) equivalent in
value, on a class-by-class basis, to the shares of
the Selling Fund outstanding immediately prior to the Effective Time, and
the Selling Fund shall liquidate immediately
thereafter in accordance with Section 3 herein.  These transactions are
 collectively referred to as the "Reorganization."
The shares of the Acquiring Fund that are given in exchange for the net
assets of the Selling Fund are referred to
hereinafter as the "Acquiring Fund Shares" and the shares of the Selling Fund
that are held by the holders of such shares
immediately prior to the Effective Time are referred to hereinafter as the
"Selling Fund Shares."  The assets and liabilities
of the Selling Fund, as set forth in the Statement of Assets and Liabilities,
shall be exclusively assigned to and assumed
by the Acquiring Fund.  All debts, liabilities, obligations and duties of the
Selling Fund, to the extent that they exist at or
after the Effective Time, shall, from and after the Effective Time, attach
to the Acquiring Fund and may be enforced
against the Acquiring Fund to the same extent as if the same had been
incurred by the Acquiring Fund.

2.	Transfer of Assets.  The assets of the Selling Fund to be acquired
by the Acquiring Fund shall include, without
limitation, all cash, cash equivalents, securities, receivables (including

interest and dividends receivable) as set forth in the
Statement of Assets and Liabilities, as well as any claims or rights of
action or rights to register shares under applicable
securities laws, any books or records of the Selling Fund and other
property owned by the Selling Fund at the Effective
Time.

3.	Liquidation and Dissolution of the Selling Fund.  At the
Effective Time, immediately after the exchange described in
Section 1 above, the Acquiring Fund Shares (both full and fractional)
of each class received by the Selling Fund will be
distributed to the shareholders of record of the Selling Fund Shares
of the corresponding class of the Selling Fund as of
the Effective Time in exchange for those Selling Fund Shares and in
complete liquidation of the Selling Fund.  Each
shareholder of the Selling Fund will receive a number of Acquiring
 Fund Shares (full and fractional) of the applicable class
equal in value to the Selling Fund Shares of the corresponding
class held by that shareholder.  Such liquidation and
distribution will be accompanied by the establishment of an open
account on the share records of the Acquiring Fund in
the name of each shareholder of record of the Selling Fund and
 representing the respective number of Acquiring Fund
Shares received by such shareholder.

4.	Conditions of the Reorganization.  Consummation of this
Plan is subject to the following conditions:

	(a)  Shares to be Issued Upon Reorganization.  The Acquiring
Fund Shares to be issued in connection with the
Reorganization have been duly authorized and upon consummation of
the Reorganization will be validly issued, fully paid
and nonassessable.

	(b)  Marketable Title to Assets.  The Selling Fund will have,
at the Effective Time, good and marketable title to, and
full right, power and authority to sell, assign, transfer and deliver,
 the assets to be transferred to the Acquiring Fund.
Upon delivery and payment for such assets, the Acquiring Fund will
have good and marketable title to such assets without
restriction on the transfer thereof free and clear of all liens,
encumbrances and adverse claims.

	(c)  Taxes.  Each of the Selling Fund and the Acquiring
 Fund is treated as an entity separate from any and all other
series of the Trust under Section 851(g) of the Internal Revenue
Code of 1986, as amended (the "Code").  For each
taxable year of its operation (including, in the case of the
Selling Fund, the taxable year ending at the Effective Time),
each of the Selling Fund and the Acquiring Fund has met (or for
that year will meet) the requirements of Subchapter M of
the Code for qualification and treatment as a "regulated
investment company," has had in effect an election to be treated
as such, and has been (or for that year will be) eligible to
compute and has computed (or for that year will compute) its
federal income tax under Section 852 of the Code.  At the Effective
Time, the Selling Fund will have no unpaid tax liability
under Section 852 or Section 4982 of the Code for any taxable year
(including the taxable year ending at the Effective
Time).  At the Effective Time, the Acquiring Fund will have no
unpaid tax liability under Section 852 or Section 4982 of the
Code for any taxable year ending before the Effective Time, and
the Acquiring Fund expects to have no tax liability for the
taxable year during which the Effective Time occurs.  As of the
Effective Time, all federal and other tax returns and reports
of the Acquiring Fund and the Selling Fund required by law to
 have been filed shall have been timely filed, and any taxes
incurred by the Selling Fund or the Acquiring Fund shall have
been paid so far as due, or provision shall have been made
for the payment thereof, and to the best of the Trust's
knowledge, no such return is currently under audit and no
assessment has been asserted with respect to any of such returns.

	(d)  Board Authorization.  The Board of Trustees of the
Trust, at a meeting duly called for such purpose, shall have
authorized the issuance by the Acquiring Fund of Acquiring Fund
Shares at the Effective Time in exchange for the assets
of the Selling Fund pursuant to the terms and provisions of
this Plan.

5.	Effective Time of the Reorganization.  The exchange of
the Selling Fund's assets for corresponding Acquiring Fund
Shares shall be effective as of the close of business on
July 31, 2015, or at such other time and date as fixed by the
Board of Trustees of the Trust or any duly authorized officer
of the Trust (the "Effective Time").

6.	Termination.  This Plan and the transactions contemplated
hereby may be terminated and abandoned with respect
to the Acquiring Fund and/or the Selling Fund, without penalty,
by resolution of the Board of Trustees of the Trust or at the
discretion of any duly authorized officer of the Trust, at any
time prior to the Effective Time, if circumstances should
develop that, in the opinion of such Board or officer, make
proceeding with the Plan inadvisable.  In the event of any such
termination, there shall be no liability for damages on the
part of the Acquiring Fund, Selling Fund, or the Trust, or the
Trust's Board of Trustees or officers.

7.	Amendment and Waiver.  This Plan may be amended,
modified or supplemented at any time to the fullest extent
permitted by law upon authorization by the Board of Trustees;
provided that no amendment may have the effect of
changing the provisions for determining the number or value
of Acquiring Fund Shares to be paid to the Selling Fund's
shareholders under this Plan to the detriment of the Selling
Fund's shareholders without their approval.  The Board of
Trustees or any duly authorized officer of the Trust may
waive any condition to consummation of this Plan if,
in its or such
officer's judgment, such waiver will not have a material
adverse effect on the interests of the shareholders of the
Acquiring Fund or the shareholders of the Selling Fund.

8.	Fees and Expenses.  Except as otherwise provided for
herein, all fees and expenses of the Acquiring Fund, the
Selling Fund, or the Trust that are solely and directly
related to the Reorganization contemplated by this Plan shall be
borne and paid by RidgeWorth Capital Management LLC, the
investment adviser to the Selling Fund and the Acquiring
Fund.  All such fees and expenses so borne and paid shall
be paid directly by RidgeWorth Capital Management LLC to
the relevant providers of services or other payees.  Fees
and expenses not incurred directly in connection with the
consummation of the transactions contemplated by this Plan
 shall be borne by the party incurring such fees and
expenses.  Notwithstanding the foregoing, expenses will in
any event be paid by the party directly incurring such
expenses if and to the extent that the payment by any other
person of such expenses would result in the disqualification of
the Selling Fund or the Acquiring Fund, as the case may be,
from treatment as a "regulated investment company" within
the meaning of Section 851 of the Code.  Selling Fund shareholders
 will pay their respective expenses, if any, incurred in
connection with the transactions contemplated by this Plan.
Neither the Selling Fund nor the Acquiring Fund will pay the
Selling Fund shareholders' expenses, if any.

9.	Governing Law.  This Plan shall be governed and
construed in accordance with the laws of the Commonwealth of
Massachusetts.

EX-99.77Q1 OTHR EXHB

RIDGEWORTH FUNDS

INVESTMENT SUBADVISORY AGREEMENT

BETWEEN

RIDGEWORTH CAPITAL MANAGEMENT LLC & WCM INVESTMENT MANAGEMENT


This AGREEMENT made as of the 1st day of September 2015,
 between RidgeWorth Capital Management LLC (the "Adviser")
and WCM Investment Management (the "Subadviser").

WHEREAS, RidgeWorth Funds (the "Trust"), a Massachusetts
business trust, is registered as an open-end management
investment company under the Investment Company Act of 1940,
as amended (the "1940 Act"); and

WHEREAS, the Adviser has entered into an investment advisory
agreement with the Trust (the "Advisory Agreement") pursuant to
which the Adviser acts as investment adviser to each separate
series of shares of the Trust; and

WHEREAS, the Adviser, with the approval of the Trust, desires
 to retain the Subadviser to provide investment advisory
services to the series of the Trust set forth on Schedule A
attached hereto (each a "Fund," and collectively, the "Funds"),
as such schedule may be amended by mutual agreement of the
 parties hereto, and the Subadviser is willing to render
such investment advisory services.

NOW, THEREFORE, the parties hereto agree as follows:

1.	Duties of the Subadviser.  Subject to supervision
and direction by the Adviser and the Trust's Board of
Trustees, the Subadviser shall manage all of the securities
 and other assets of each Fund entrusted to it hereunder
(the "Assets"), including
the purchase, retention and disposition of the Assets in
accordance with the Fund's investment objectives, policies, and
restrictions as stated in each Fund's then current
prospectus and statement of additional information, as may be
amended or supplemented from time to time (referred to
collectively as the "Prospectus"), and subject to the following:

(a)	The Subadviser will provide investment advisory
services to each Fund and shall, in such capacity, determine from
time to time what Assets will be purchased, retained, or
sold by the Fund, and what portion of the Assets will be invested
or held uninvested in cash, subject to the direction of
the Adviser and the Board of Trustees of the Trust.

(b)	In the performance of its duties and obligations under
 this Agreement, the Subadviser shall act in conformity with the
Trust's Declaration of Trust (as defined herein) and By-Laws, the
Prospectus, and the instructions and directions of the
Adviser and of the Board of Trustees of the Trust, and will
conform to and comply with the requirements of the 1940
Act, the Internal Revenue Code of 1986 (the "Code"), and all
other applicable federal and state laws and regulations, as
each is amended from time to time.

(c)	The Subadviser shall determine the Assets to be purchased
or sold by each Fund as provided in subparagraph (a)
above and will place orders with or through such persons, brokers
or dealers to carry out the policy with respect to brokerage
set forth in each Fund's Prospectus or as the Board of Trustees
or the Adviser may direct in writing from time to time, in
conformity with all federal securities laws.

In executing Fund transactions and selecting brokers or dealers,
the Subadviser will use its best efforts to seek on behalf
of each Fund the best overall terms available.  In assessing
the best overall terms available for any transaction, the
Subadviser shall consider all factors that it deems relevant,
including the breadth of the market in the security, the price of
the security, the financial condition and execution capability
of the broker or dealer, and  the reasonableness of the
commission, if any, both for the specific transaction and
on a continuing basis.

In evaluating the best overall terms available, and in selecting
the broker-dealer to execute a  particular transaction, the
Subadviser may also consider the brokerage and research services
 provided (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934 (the "Exchange Act")).

Consistent with any guidelines established by the Board of
Trustees of the Trust and Section 28(e) of the Exchange Act,
the Subadviser is authorized to pay to a broker or dealer
 who provides such brokerage and research services a commission
for executing a portfolio transaction for each Fund that is
in excess of the amount of commission another broker or dealer
would have charged for effecting that transaction if, but
only if, the Subadviser determines in good faith that such
commission was reasonable in relation to the value of the
brokerage and research services provided by such broker or
dealer viewed in terms of that particular transaction or in
terms of the overall responsibilities of the Subadviser to its
discretionary clients, including the Funds.

In addition, the Subadviser is authorized to allocate purchase
and sale orders for securities to brokers or dealers
(including brokers and dealers that are affiliated with the
Adviser, Subadviser, or the Trust's principal underwriter, consistent
with applicable law) if the Subadviser believes that the
quality of the transaction and the commission are comparable to what
they would be with other qualified firms.  In no instance,
however, will the Funds' Assets be purchased from or sold to the
Adviser, Subadviser, the Trust's principal underwriter, or
any affiliated person of either, the Trust, Adviser, the Subadviser,
or the principal underwriter, acting as principal in the
transaction, except to the extent permitted by the Securities and
Exchange Commission ("SEC") and the 1940 Act.

(d)	The Subadviser shall maintain all books and records
with respect to transactions involving the Assets required by
subparagraphs (b)(5), (b)(6), (b)(7), (b)(9), (b)(10), and
(b)(11) and paragraph (f) of Rule 31a-1 under the 1940 Act.

The Subadviser shall keep the books and records relating to
the Assets required to be maintained by the Subadviser under
this Agreement and shall timely furnish to the Adviser all
information relating to the Subadviser's services under this
Agreement needed by the Adviser to keep the other books and
records of the Funds required by Rule 31a-1 under the 1940
Act.

The Subadviser shall also furnish to the Adviser any other
information relating to the Assets that is required to be
filed by the Adviser or the Trust with the SEC or sent to
shareholders under the 1940 Act (including the rules
adopted thereunder) or
any exemptive or other relief that the Adviser or
 the Trust obtains from the SEC.

The Subadviser agrees that all records that it maintains on
behalf of the Funds are property of the Funds and the Subadviser
will surrender promptly to the Funds any of such records
upon the Funds' request; provided, however, that the Subadviser
may retain a copy of such records.   In addition, for the
duration of this Agreement, the Subadviser shall preserve for
the periods prescribed by Rule 31a-2 under the 1940 Act any
such records as are required to be maintained by it
pursuant to this Agreement, and shall transfer said records
to any successor subadviser upon the termination of this
Agreement (or, if there is no successor subadviser, to the
Adviser).

(e)	The Subadviser shall provide to the Adviser or the
Board of Trustees such periodic and special reports, balance
sheets or financial information, and such other information
with regard to its affairs as the Adviser or Board of Trustees
may reasonably request.

(f)	The Subadviser shall provide the Funds' custodian
on each business day with information relating to all
transactions
concerning the Funds' Assets and shall provide the Adviser
with such information upon request by the Adviser.

(g)	The investment management services provided by the
Subadviser under this Agreement are not to be deemed
exclusive and the Subadviser shall be free to render similar
services to others as long as such services do not impair the
services rendered to the Adviser or the Trust.

(h)	The Subadviser shall promptly notify the Adviser in
writing of: (i) any financial condition that is likely to
impair the Subadviser's ability to fulfill its commitment
 under this Agreement; (ii) any contemplated change in control
 or management of the Subadviser; (iii) any change in the
Subadviser's personnel materially involved in the management
of the Assets; (iv) any
failure by the Subadviser to remain registered as an investment
adviser under Investment Advisers Act of 1940 or under the
laws of any jurisdiction in which the Subadviser is required to
be registered; (v) the Subadviser being served or receiving
notice of any action, suit, proceeding, inquiry or investigation,
at law or in equity, before or by any court, public board or
body, or government or regulatory agency in any way relating to
a Fund or potentially affecting the Subadviser's services
under this Agreement; and (v) any violation by the Subadviser
of the federal securities laws.

(i)	The Subadviser shall not be responsible for reviewing
proxy solicitation materials or voting and handling proxies in
relation to the securities held as Assets in the Funds.  If
the Subadviser receives a misdirected proxy, it shall promptly
forward such misdirected proxy to the Adviser.

(j)	In performance of its duties and obligations under
this Agreement, the Subadviser shall not consult with any other
subadviser to the Funds or a subadviser to a portfolio
that is under common control with the Funds concerning the
Assets, except as permitted by the policies and procedures
of the Funds.  The Subadviser shall not provide investment
advice to any assets of the Funds other than the Assets.

(k)	The Subadviser shall comply with Rule 206(4)-7 under
the Investment Advisers Act of 1940, as amended, and
provide an annual certification to the Adviser and Trust
stating that the Subadviser has implemented a compliance
program that is reasonably designed to prevent violations
of the federal securities laws with respect to the services
provided pursuant to this Agreement.  The Subadviser shall
provide the Adviser and the Trust access to information
regarding the Subadviser's compliance program and assistance
with the Trust's compliance with Rule 38a-1 under the 1940
Act.

(l)	The Subadviser shall provide access to personnel,
records, communications, systems, and all other relevant
material as may be requested by the Adviser or the Trust
periodically, including but not limited to remote and on-site
testing, due diligence reviews, and periodic compliance-
related reports and certifications.

To the extent permitted by law, services to be furnished
by the Subadviser under this Agreement may be furnished through
the medium of any of the Subadviser's control affiliates,
partners, officers or employees; provided, however, that the
use of such mediums does not relieve the Sub-Adviser from
any obligation or duty under this Agreement.

2.	Duties of the Adviser.  The Adviser shall continue to
have responsibility for all services to be provided to the Funds
pursuant to the Advisory Agreement and shall oversee and review
the Subadviser's performance of its duties under this
Agreement; provided, however, that in connection with its
management of the Assets, nothing herein shall be construed to
relieve the Subadviser of responsibility for compliance with
the Trust's Declaration of Trust (as defined herein) and By-Laws,
the Prospectus, the instructions and directions of the Board
of Trustees of the Trust, the requirements of the 1940 Act, the
Code, and all other applicable federal and state laws and
regulations, as each is amended from time to time.

3.	Delivery of Documents.

The Adviser has furnished the Subadviser with copies of
each of the following documents:

(a) 	The Trust's Agreement and Declaration of Trust,
as filed with the Secretary of State of the Commonwealth of
Massachusetts  (such Agreement and Declaration of Trust, as
in effect on the date of this Agreement and as amended
from time to time, herein called the "Declaration of Trust");
(b)	By-Laws of the Trust as in effect on the date of this
Agreement and as amended from time to time;
(c) 	Prospectus then in effect for each Fund;
(d)	Access to the Trust's Compliance Manual; and
(e)	Copy of the Adviser's Form ADV.

The Subadviser has furnished the Adviser with copies of
 each of the following documents:

(a)	Access to the Subadviser's Compliance Manual;  and
(b)	Copy of the Subadviser's Form ADV.

4.	Compensation to the Subadviser.  For the services to
 be provided by the Subadviser pursuant to this Agreement, the
Adviser will pay or cause to be paid to the Subadviser, and
 the Subadviser agrees to accept as full compensation therefor,
 a subadvisory fee at the annual rate specified in Schedule A
attached hereto.  Such fee will be paid to the Subadviser monthly
in arrears calculated based on the average daily net asset
value of the Assets. Except as may otherwise be prohibited
by law or
regulation (including any then current SEC staff interpretation),
the Subadviser may, in its discretion and from time to time,
waive a portion of its fee.

	If applicable, and as may be agreed to in writing, the
Adviser and Subadviser shall share in fee waivers and expense
reimbursements of the Funds.

5.	Indemnification.   The Subadviser shall indemnify and
hold harmless the Adviser from and against any and all claims,
losses, liabilities, or damages (including reasonable attorney's
fees and other related expenses) howsoever arising from or in
connection with the performance of the Subadviser's obligations
 under this Agreement; provided, however, that the
Subadviser's obligation under this Paragraph 5 shall be reduced
to the extent that the claim against, or the loss, liability, or
damage experienced by the Adviser, is caused by or is otherwise
 directly related to the Adviser's own willful misfeasance, bad
faith, or negligence, or to the reckless disregard of its
duties under this Agreement.

The Adviser shall indemnify and hold harmless the Subadviser
 from and against any and all claims, losses, liabilities, or
damages (including reasonable attorney's fees and other
related expenses) howsoever arising from or in connection
 with the
performance of the Adviser's obligations under this Agreement;
provided, however, that the Adviser's  obligation under this
Paragraph 5 shall be reduced to the extent that the claim
against, or the loss, liability, or damage experienced by the
Subadviser, is caused by or is otherwise directly related to
the Subadviser's own willful misfeasance, bad faith, or negligence,
or to the reckless disregard of its duties under this Agreement.


6.	Duration and Termination.   With respect to a Fund, this
Agreement shall continue in effect for a period of more than two
years from the date hereof only so long as continuance is
specifically approved at least annually in conformance
with the 1940
Act; provided, however, that this Agreement may be terminated
with respect to a Fund, without payment of any penalty:

(a) by the Fund at any time by the vote of a majority of
Trustees of the Trust, or by the vote of a majority of the
outstanding voting securities of the Fund;

(b) by the Adviser at any time on 60 days written notice
to the Subadviser; or

(c) by the Subadviser at any time on 90 days written
notice to the Adviser.

This Agreement shall terminate automatically and immediately
in the event of its assignment or in the event of a
 termination of
the Advisory Agreement with the Trust.  As used in this
Paragraph 6, the terms "assignment" and "vote of a
 majority of the
outstanding voting securities" shall have the respective
meanings set forth in the 1940 Act and the rules and
regulations
thereunder, subject to such exceptions as may be
granted by the SEC under the 1940 Act.

7.	Confidentiality.  Subject to the duty of the Adviser
or Sub-Adviser to comply with applicable law, including
any demand of any
regulatory or taxing authority having jurisdiction, the
parties hereto shall treat as confidential all
non-public information pertaining
to the Funds and the actions of the Sub-Adviser and
the Funds in respect thereof.  It is understood
that any information or
recommendation supplied by the Sub-Adviser in connection
with the performance of its obligations hereunder is
to be regarded
as confidential and for use only by the Adviser, the Funds,
 the Board of Trustees, or such persons as the Adviser
may designate
in connection with the Funds.  It is also understood that any
information supplied to the Sub-Adviser in connection with the
performance of its obligations hereunder, particularly, but not
limited to, any list of investments which, on a temporary basis,
may
not be bought or sold for a Fund, is to be regarded as
confidential and for use only by the Sub-Adviser in connection
with its
obligation to provide investment advice and other services to
the Fund. The parties acknowledge and agree that all nonpublic
personal information with regard to shareholders in a Fund shall
 be deemed proprietary information of the Adviser, and that the
Sub-Advisor shall use that information solely in the performance
 of its duties and obligations under this Agreement and shall
take reasonable steps to safeguard the confidentiality of that
 information.  Further, the Sub-Adviser shall maintain and enforce
adequate security procedures with respect to all materials, records,
documents, and data relating to any of its responsibilities
pursuant to this Agreement, including all means for the effecting
 of investment transactions.

8.	Governing Law.   This Agreement shall be governed by the
internal laws of the Commonwealth of Massachusetts, without
regard to conflict of law principles; provided, however, that
nothing herein shall be construed as being inconsistent with the
1940 Act.

9.	Severability.  Should any part of this Agreement be held
invalid by a court decision, statute, rule or otherwise,
the remainder
of this Agreement shall not be affected thereby.  This Agreement
shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors.

10.	Notice.   Any notice, advice, or report to be given pursuant
to this Agreement shall be deemed sufficient if delivered or
mailed by registered, certified, or overnight mail, postage prepaid,
and addressed by the party giving notice to the other party
at the last address furnished by the other party:

To the Adviser at:
RidgeWorth Capital Management LLC
3333 Piedmont Road, Suite 1500
Atlanta, Georgia  30305-1740
Attention: General Counsel and Chief Compliance Officer

and

RidgeWorth Funds
3333 Piedmont Road, Suite 1500
Atlanta, Georgia  30305-1740
Attention: President

To the Subadviser at:
WCM Investment Management
281 Brooks Street
Laguna Beach, California 92651-2974
Attention: President/Co-CEO

11.	Non-Hire/Non-Solicitation.   The Subadviser hereby
agrees that so long as the Subadviser provides services
 to the Adviser
or the Trust and for a period of one year following the
date on which the Subadviser ceases to provide services
to the Adviser
and the Trust, the Subadviser shall not for any reason,
directly or indirectly, on the Subadviser's own behalf
or on behalf of
others, hire any person employed by the Adviser, whether
 or not such person is a full-time employee or whether
 or not any
person's employment is pursuant to a written agreement
or is at-will.

The Subadviser further agrees that, to the extent that
the Subadviser breaches the covenant described in this
 paragraph, the
Adviser shall be entitled to pursue all appropriate
remedies in law or equity.

12.	Entire Agreement.   This Agreement embodies the
entire agreement and understanding between the parties
hereto and
supersedes all prior agreements and understandings
relating to this Agreement's subject matter.  This
Agreement may be
executed in any number of counterparts, each of which
shall be deemed to be an original, but such counterparts
 shall, together, constitute only one instrument.

In the event the terms of this Agreement are applicable
to more than one Fund, the Adviser is entering into
this Agreement with
the Subadviser on behalf of the respective Funds
severally and not jointly, with the express intention
 that the provisions
contained in each numbered paragraph hereof shall be
 understood as applying separately with respect
 to each Fund as if
contained in separate agreements between the Adviser
and Subadviser for each such Fund.  In the event
 that this Agreement is
made applicable to any additional Funds by way of
a schedule executed subsequent to the date first
indicated above, provisions
of such schedule shall be deemed to be incorporated
 into this Agreement as it relates to such Fund so
 that, for example, the
effective date for purposes of Paragraph 6 of this
Agreement with respect to such Fund shall be the date
of the relevant schedule
or such other date indicated on the relevant schedule.

13.	Miscellaneous.

(a)	A copy of the Declaration of Trust is on file with
the Secretary of State of the Commonwealth of Massachusetts and
notice is hereby given that the obligations of this
instrument are not binding upon any of the Trustees, officers or
shareholders of the Fund or the Trust.

(b)	Where the effect of a requirement of the 1940
Act reflected in any provision of this Agreement is
altered by a rule,
regulation, or order of the SEC, whether of special
or general application, such provision shall be deemed to
incorporate the effect of such rule, regulation, or order.




       IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed as of the day and year
first written
above.


RidgeWorth Capital Management LLC
WCM Investment Management


__________________________________________
Ashi S. Parikh, Chief Executive Officer

__________________________________________
Paul R. Black, President/Co-CEO



__________________________________________

__________________________________________
Date	Date



Fund

Subadvisory Fee

RidgeWorth International Equity Fund

Sharing Percentage*		Assets		         Fee**
	60%			First $500 million	0.51%
	62%			Next $500 million	0.50%
	63%			Next $4 billion		0.48%
	65%			In excess of $5 billion	0.47%
Schedule A
to the
Investment Subadvisory Agreement between
RidgeWorth Capital Management LLC
and
WCM Investment Management

*	The sharing percentage is the Subadviser's portion of
(i) the investment advisory fee paid to the Adviser by the
Fund as reflected by the
specific fee shown above for each breakpoint and (ii) any
 fee waivers and expense reimbursements as may be agreed
to in writing subject to
the minimum subadvisory fee described below.
**	In accordance with the applicable sharing percentage,
 the Subadviser will share pro rata in fee waivers and
expense reimbursements with a
minimum fee of 50 bps on the first $500M and 45 bps thereafter.