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
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Attention: General Counsel and Chief Compliance Officer
and
RidgeWorth Funds
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Attention: President
To the Subadviser at:
WCM Investment Management
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▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
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 ▇. ▇▇▇▇▇▇, Chief Executive Officer
__________________________________________
▇▇▇▇ ▇. ▇▇▇▇▇, 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.