Exhibit (d) (5)

EXPENSE LIMITATION AGREEMENT

AGREEMENT made as of the 1st day of August 2008 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, 2009. The total advisory fees waived shall be borne 60% by the Adviser and 40% by each Subadviser for all Funds on Schedule A except the International Equity 130/30 Fund, Real Estate 130/30 Fund and U.S. Equity 130/30 Fund, which shall be borne 40% by the Adviser and 60% by the Subadviser.

If at any point before August 1, 2011, 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/ Julia Short	By:	/s/ John Stebbins
Name:	Julia Short	Name:	John Stebbins
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/ Kevin Means Kevin Means
Title:	Managing Partner

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/ Paul L. Robertson III Paul L. Robertson III
Title:	President

EXPENSE LIMITATION AGREEMENT
SCHEDULE A

FUND	SHARE CLASS	EXPENSE LIMITATION
International Equity 130/30 Fund	I		1.55	%
	A		1.85	%
	C		2.55	%
Real Estate 130/30 Fund	I		1.45	%
	A		1.75	%
	C		2.45	%
U.S. Equity 130/30 Fund	I		1.30	%
	A		1.60	%
	C		2.30	%
Life Vision Aggressive Growth Fund	I		0.20	%
	A		0.50	%
	B		0.95	%
	C		1.20	%
Life Vision Conservative Growth Fund	I		0.20	%
	A		0.50	%
	B		0.95	%
	C		1.20	%
Life Vision Growth & Income Fund	I		0.20	%
	A		0.50	%
	B		0.95	%
	C		1.20	%

EXPENSE LIMITATION AGREEMENT
SCHEDULE A
(CONTINUED)

FUND	SHARE CLASS	EXPENSE LIMITATION
Life Vision Moderate Growth Fund	I		0.20	%
	A		0.50	%
	B		0.95	%
	C		1.20	%
Life Vision Target Date 2015 Fund	I		0.20	%
	A		0.50	%
	C		1.20	%
Life Vision Target Date 2025 Fund	I		0.20	%
	A		0.50	%
	C		1.20	%
Life Vision Target Date 2035 Fund	I		0.20	%
	A		0.50	%
	C		1.20	%
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
Life Vision Aggressive Growth Fund	RidgeWorth Capital Management, Inc.
Life Vision Conservative Fund	RidgeWorth Capital Management, Inc.
Life Vision Growth and Income Fund	RidgeWorth Capital Management, Inc.
Life Vision Moderate Growth Fund	RidgeWorth Capital Management, Inc.
Life Vision Target Date 2015 Fund	RidgeWorth Capital Management, Inc.
Life Vision Target Date 2025 Fund	RidgeWorth Capital Management, Inc.
Life Vision Target Date 2035 Fund	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
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