EXPENSE LIMITATION AGREEMENT

Exhibit (d)(6)

EXPENSE LIMITATION AGREEMENT

AGREEMENT made as of the 1st day of August 2009 by and between RidgeWorth Funds (the “Trust”), a Massachusetts business trust, RidgeWorth Capital Management Inc. (the “Adviser”) and each investment subadviser listed on Schedule B (“Subadviser”) with respect to the series of the Trust (the “Funds”) set forth on Schedule B.

The Adviser and each Subadviser hereby agree to waive their fees and reimburse expenses to the extent necessary to limit total operating expenses (excluding taxes, brokerage commissions, substitute dividend expenses on securities sold short, extraordinary expenses and estimated indirect expenses attributable to investments in other investment companies) for Funds set forth on Schedule A to the levels set forth on Schedule A until August 1, 2010. For the Institutional Cash Management Money Market Fund, Institutional Municipal Cash Reserve Money Market Fund, Institutional U.S. Government Securities Money Market Fund and U.S. Treasury Securities Money Market Fund, the total advisory fees waived shall be borne 60% by the Adviser and 40% by the Subadviser. For the Seix Global Strategy Fund, International Equity 130/30 Fund, Real Estate 130/30 Fund and U.S. Equity 130/30 Fund, the total advisory fees waived shall be borne 40% by the Adviser and 60% by each Subadviser.

If at any point before August 1, 2012, it becomes unnecessary for the Adviser or Subadviser to waive fees and make reimbursements for a particular Fund, the Adviser and the Subadviser may retain the difference between the Total Annual Fund Operating Expenses of that Fund and the applicable expense cap to recapture any of its prior waivers or reimbursements.

The Trust acknowledges that the Adviser may engage in brokerage transactions using Fund assets with brokers who agree to pay a portion of the Fund’s expenses, and that the Adviser’s guarantee of Fund expense ratios takes into account these expenses-limiting arrangements.

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

RIDGEWORTH FUNDS						RIDGEWORTH CAPITAL MANAGEMENT, INC.
By:		/s/ Xxxxx Xxxxx				By:		/s/ Xxxx Xxxxxxxx
Name:		Xxxxx Xxxxx				Name:		Xxxx Xxxxxxxx
Title:		President				Title:		Managing Director and CFO

ALPHA EQUITY MANAGEMENT LLC (with respect to the International Equity 130/30 Fund, Real Estate 130/30 Fund and U.S. Equity 130/30 Fund)

By: Name:		/s/ Xxxxx Means Xxxxx Means
Title:		Managing Partner

SEIX INVESTMENT ADVISORS LLC (with respect to the Seix Global Strategy Fund)

By:
Name:
Title: /s/ Xxx Xxxxxxx   Xxx Xxxxxxx
CEO

STABLERIVER CAPITAL MANAGEMENT LLC (with respect to the Institutional Cash Management Money Market Fund, the Institutional Municipal Cash Reserve Fund, the Institutional U.S. Government Securities Money Market Fund, the Institutional U.S. Treasury Securities Money Market Fund)

By: Name:		/s/ Xxxx X. Xxxxxxxxx III Xxxx X. Xxxxxxxxx III
Title:		President

EXPENSE LIMITATION AGREEMENT
SCHEDULE A

		SHARE				EXPENSE
FUND		CLASS				LIMITATION
International Equity 130/30 Fund			I				1.55	%
			A				1.85	%
Real Estate 130/30 Fund			I				1.45	%
			A				1.75	%
U.S. Equity 130/30 Fund			I				1.30	%
			A				1.60	%
Aggressive Growth Allocation Strategy			I				0.20	%
			A				0.50	%
			B				0.95	%
			C				1.20	%
Conservative Allocation Strategy			I				0.20	%
			A				0.50	%
			B				0.95	%
			C				1.20	%
Growth Allocation Strategy			I				0.20	%
			A				0.50	%
			B				0.95	%
			C				1.20	%

EXPENSE LIMITATION AGREEMENT
SCHEDULE A
(CONTINUED)

		SHARE				EXPENSE
FUND		CLASS				LIMITATION
Moderate Allocation Strategy			I				0.20	%
			A				0.50	%
			B				0.95	%
			C				1.20	%
Seix Global Strategy Fund			I				0.83	%
			A				1.13	%
Institutional Cash Management Money Market Fund		Institutional					0.17	%
Institutional Municipal Cash Reserve Money Market Fund		Institutional					0.20	%
Institutional U.S. Government Securities Money Market Fund		Institutional					0.20	%
Institutional U.S. Treasury Securities Money Market Fund		Institutional					0.20	%
		Corporate Trust					0.45	%

SCHEDULE B

FUND NAME		ADVISER
Aggressive Growth Allocation Strategy		RidgeWorth Capital Management, Inc.
Conservative Allocation Strategy		RidgeWorth Capital Management, Inc.
Growth Allocation Strategy		RidgeWorth Capital Management, Inc.
Moderate Allocation Strategy		RidgeWorth Capital Management, Inc.

FUND NAME		SUBADVISER
International Equity 130/30 Fund		Alpha Equity Management LLC
Real Estate 130/30 Fund		Alpha Equity Management LLC
U.S. Equity 130/30 Fund		Alpha Equity Management LLC
Seix Global Strategy Fund		Seix Investment Advisors LLC
Institutional Cash Management Money Market		StableRiver Capital Management LLC
Institutional Municipal Cash Reserve Money Market		StableRiver Capital Management LLC
Institutional U.S. Government Securities Money Market		StableRiver Capital Management LLC
Institutional U.S. Treasury Securities Money Market		StableRiver Capital Management LLC