AMENDMENT NO. 1 TO THE MANAGEMENT AGREEMENT
EXHIBIT
D.2
AMENDMENT NO. 1 TO THE MANAGEMENT
AGREEMENT
Article II
of that certain Management Agreement, dated as of November 16, 1993, by and
between The Xxxxxxxx & Orkin Market Opportunity Fund, a series of The
Xxxxxxxx & Orkin Funds, Inc. (the “Company”) and C&O Funds Advisor, Inc.
(the “Manager”) (the “Management Agreement”) shall be amended as of this 3rd day
of November 2006, as follows:
Section
(a) of Article II of the Management Agreement is hereby deleted in its
entirety and restated as follows:
(a) The
Manager assumes and shall pay for maintaining the staff and personnel necessary
to perform its obligations under this Agreement, and shall at its own expense,
provide the office space, equipment and facilities which it is obligated to
provide under Article I hereof, and shall pay all compensation of officers
of the Company and all Directors of the Company who are affiliated persons of
the Manager. Notwithstanding the foregoing, the Board of Directors of the
Company shall be authorized to pay out of the assets of the Company such
compensation to the chief compliance officer of the Company as the Board of
Directors shall deem appropriate from time to time, whether or not the chief
compliance officer is an affiliated person of the Manager.
This
Amendment No. 1 to the Management Agreement will be adopted if and when it
is approved by the shareholders of the Fund pursuant to the Annual Shareholder
Meeting that will occur on November 3, 2006.