AMENDMENT NO. 2 TO THE MANAGEMENT AGREEMENT
EXHIBIT
D.3
AMENDMENT NO. 2 TO THE MANAGEMENT
AGREEMENT
Article III
of that certain Management Agreement, dated as of November 16, 1993, as
amended as of November 3, 2006, 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 10th day of
December 2008, as follows:
Section
(c) of Article III of the Management Agreement is hereby deleted in
its entirety and restated as follows:
(c) Expense
Limitations. The Manager agrees to reimburse the Fund to the
extent necessary to prevent its annual ordinary operating expenses (excluding
taxes, expenses related to the execution of portfolio transactions and the
investment activities of the Fund (such as, for example, interest, dividend
expenses on securities sold short, brokerage commissions and fees and expenses
charged to the Fund by any investment company in which the Fund invests) and
extraordinary charges such as litigation costs) from exceeding 2.0% of the
Fund’s average net assets.
This
Amendment No. 2 to the Management Agreement will be adopted if and when it
is approved by the shareholders of the Fund pursuant to the Special Shareholder
Meeting that will occur on December 10, 2008.