FIRST AMENDMENT TO EXPENSE LIMITATION AGREEMENT STEWART CAPITAL MUTUAL FUNDS

Exhibit (d)(3)

FIRST AMENDMENT TO

EXPENSE LIMITATION AGREEMENT

XXXXXXX CAPITAL MUTUAL FUNDS

WHEREAS Xxxxxxx Capital Advisors, LLC (the “Adviser”) and Xxxxxxx Capital Mutual Funds on behalf of its series Xxxxxxx Capital Mid Cap Fund (the “Fund”) entered into an EXPENSE LIMITATION AGREEMENT as of November 21, 2006; and

WHEREAS, the Fund and the Adviser wish to amend the EXPENSE LIMITATION AGREEMENT by replacing the existing Section 3 with the new Section 3 set forth below effective as of November 18, 2008.

NOW THEREFORE, the parties hereto agree as follows:

3. Term and Termination of Agreement

The initial term of this Agreement shall be through December 31, 2008.  The Adviser agrees to continue the foregoing expense reimbursements and fee waivers through April 30, 2010.  Thereafter, this Agreement shall automatically renew for successive annual terms ending April 30, but only so long as such continuance is specifically approved at least annually (i) by the Board of Trustees or by the vote of a majority (as defined in the 0000 Xxx) of the outstanding voting securities of the Fund, and (ii) by the vote of a majority of the Fund’s trustees who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Adviser or the Fund cast in person at a meeting called for the purpose of voting on such approval.  In addition, this Agreement shall automatically terminate upon the termination of the Investment Advisory Agreement.

IN WITNESS WHEREOF, the parties have caused this amendment to be signed by their respective officers.

XXXXXXX CAPITAL MUTUAL FUNDS

By:  /s/ Xxxxxxx X. XxXxx    
Name: Xxxxxxx X. XxXxx
Title: Secretary/Treasurer

XXXXXXX CAPITAL ADVISORS, LLC

By:  /s/ Xxxxxxx X. Xxxxxx    
Name:  Xxxxxxx X. Xxxxxx
Title: President & Chief Investment Officer