EXPENSE LIMITATION AGREEMENT

Exhibit (d)(7)

EXPENSE LIMITATION AGREEMENT

EXPENSE LIMITATION AGREEMENT made as of the 1st day of August 2010 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, based on a percentage of the average daily net assets of each Fund, (excluding interest, taxes, brokerage commissions, substitute dividend expenses on securities sold short, extraordinary expenses, estimated indirect expenses attributable to investments in other investment companies and other expenses not incurred in the ordinary course of business) for Funds set forth on Schedule A to the levels set forth on Schedule A until August 1, 2011.

For the Institutional Cash Management Money Market Fund, Institutional Municipal Cash Reserve Money Market Fund, Institutional U.S. Government Securities Money Market Fund, Institutional U.S. Treasury Securities Money Market Fund, Large Cap Quantitative Equity Fund, Emerging Growth Stock Fund, High Grade Municipal Bond Fund, and Short-Term U.S. Treasury Securities Fund, the total advisory fees waived shall be borne 60% by the Adviser and 40% by each 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, 2013, 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 set forth on Schedule A 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.

This Agreement shall terminate, without payment of any penalty, upon: (1) termination of the Investment Advisory Agreement with the Adviser or (2) written notice to the Adviser by the Trust.

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:						By:
Name:						Name:
Title:						Title:

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:

Title:

CERTIUM ASSET MANAGEMENT LLC (with respect to the Large Cap Quantitative Equity Fund)

By:

Name:

Title:

XXXXXXXXXXX CAPITAL INVESTMENTS LLC (with respect to the Emerging Growth Stock Fund)

By:

Name:

Title:

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

By:

Name:

Title:

STABLERIVER CAPITAL MANAGEMENT LLC (with respect to the Short-Term U.S. Treasury Securities Fund, High Grade Municipal Bond Fund, Institutional Cash Management Money Market Fund, the Institutional Municipal Cash Reserve Fund, Institutional U.S. Government Securities Money Market Fund, and Institutional U.S. Treasury Securities Money Market Fund)

By:

Name:

Title:

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	%
Large Cap Quantitative Equity			I				0.97	%
			A				1.22	%
Emerging Growth Stock Fund			I				1.24	%
			A				1.54	%
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	%
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	%
Short-Term U.S. Treasury Securities Fund			I				0.55	%
			A				0.73	%
			C				1.55	%
High Grade Municipal Bond Fund			I				0.65	%
			A				0.80	%

		SHARE				EXPENSE
FUND		CLASS				LIMITATION
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
Large Cap Quantitative Equity Fund		Certium Asset Management LLC
Emerging Growth Stock Fund		Xxxxxxxxxxx Capital Investments LLC
Seix Global Strategy Fund		Seix Investment Advisors LLC
Short-Term U.S. Treasury Securities Fund		StableRiver Capital Management LLC
High Grade Municipal Bond Fund		StableRiver Capital Management 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