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.