Exhibit d.3
AMENDMENT TO EXPENSE CAP/REIMBURSEMENT AGREEMENT
This Amendment to the Expense Cap/Reimbursement
Agreement entered into as of the 1st day of March 1999
(the "Agreement") is entered into as of the 6th day of
January ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ Investments, LLC (the
"Adviser") and Oak Ridge Funds, Inc. (the "Company") on
behalf of the Oak Ridge Small Cap Equity Fund and the
Oak Ridge Large Cap Equity Fund, each referred to
herein as a "Fund."
WHEREAS, the Agreement provides that it shall
terminate on April 1, 2000 unless extended by the
mutual agreement of the parties, as provided for in an
amendment to the Agreement;
WHEREAS, the parties to the Agreement wish to
extend the term of the Agreement until April 1, 2001.
WHEREAS, the Agreement provides that the Adviser
may recover amounts waived or reimbursed for a period
of up to three (3) years from the date the Adviser
reduced its compensation and/or assumed expenses for a
Fund;
WHEREAS, the parties wish to clarify that it is
and has been the intent of the parties that the Adviser
may only recover waived or reimbursed expenses during
the three year period to the extent that a Fund's
expense ratio before waivers and reimbursements does
not exceed (i) 2.00% of the Fund's total operating
expenses with respect to a Fund's Class A shares and
(ii) 2.75% of the Fund's total operating expenses with
respect to a Fund's Class C shares, based on such
Fund's average daily net assets on an annual basis.
NOW THEREFORE, the parties agree as follows:
Pursuant to this Amendment, the Agreement shall
terminate on April 1, 2001, unless extended by the
mutual agreement of the parties, as provided for in a
further amendment to the Agreement.
The Adviser may only recover waived or reimbursed
expenses during the three year recovery period to the
extent that a Fund's expenses ratio before waivers and
reimbursements does not exceed (i) 2.00% of the Fund's
total operating expenses with respect to a Fund's Class
A shares and (ii) 2.75% of the Fund's total operating
expenses with respect to a Fund's Class C shares, based
on such Fund's average daily net assets on an annual
basis.
Moreover, the recovery by the Adviser of any
amounts waived or reimbursed shall be determined on an
annual basis calculated during the three-year recovery
period.
All other provisions of the Agreement shall remain
in full force and effect.
OAK RIDGE INVESTMENTS, LLC
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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OAK RIDGE FUNDS, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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