made effective as of the 8th day of February, 2018, by and between The Caldwell & Orkin Market Opportunity Fund
(hereinafter referred to as the “Fund”) of The Caldwell & Orkin Funds, Inc., a Maryland corporation (hereinafter
referred to as the “Company”) and Gator Capital Management, LLC, a Delaware limited liability company (hereinafter
referred to as the “Manager”).
the Company is engaged in business as an open-end diversified management investment company registered under the Investment Company
Act of 1940, as amended (hereinafter referred to as the “Investment Company Act”); and
the Manager is willing to provide management and investment advisory services to the Fund on the terms and conditions hereinafter
THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Company, on behalf of the Fund, and the
Manager hereby agree as follows:
of the Manager
Company hereby employs the Manager to act as the manager and investment adviser of the Fund and to furnish the management
and investment advisory services described below, subject to the supervision of the Board of Directors of the Company, for
the period and on the terms and conditions set forth in this Agreement. The Manager hereby accepts such employment and agrees
during such period, at its own expense, to render, or arrange for the rendering of, such services and to assume the
obligations herein set forth for the compensation provided for herein. The Manager shall for all purposes herein be deemed to
be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or
represent the Company or the Fund in any way or otherwise be deemed an agent of the Company or the Fund.
Services. The Manager shall perform (or arrange for the performance by its affiliates or such other persons as the Manager
may determine from time to time) the management and administrative services necessary for the operation of the Fund, including,
without limitation, processing shareholder orders, administering shareholder accounts and handling shareholder relations. The
Manager shall provide the Fund with office space, equipment and facilities and such other services as the Manager, subject to
review by the Board of Directors of the Company, shall from time to time determine to be necessary or useful to perform its obligations
under this Agreement. The Manager shall also, to the extent requested by the Company or the Fund, conduct relations with custodians,
depositories, transfer agents, dividend disbursing agents, other shareholder service agents, accountants, attorneys, underwriters,
brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary
or desirable. The Manager shall make reports to the Board of Directors of the Company of its performance of obligations hereunder
and furnish advice and recommendations with respect to such other aspects of the business and affairs of the Fund as it shall
determine to be desirable.
Advisory Services. The Manager shall provide the Fund with such investment research, advice and supervision as the Fund
may from time to time consider necessary for the proper supervision of the assets of the Fund, shall furnish continuously an
investment program for the Fund and shall determine from time to time which securities shall be purchased, sold or exchanged
and what portion of the assets of the Fund shall be held in the various securities in which the Fund invests or cash, subject
always to the restrictions of the Articles of Incorporation and By-laws of the Fund, as amended from time to time, the
provisions of the Investment Company Act and the statements relating to the Fund's investment objectives, investment policies
and investment restrictions as the same are set forth in the currently effective prospectus and statement of additional
information relating to the shares of the Fund under the Securities Act of 1933, as amended (the “Prospectus” and
“Statement of Additional Information,” respectively). The Manager shall also make decisions for the Fund as to
the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Fund’s
portfolio securities shall be exercised. Should the Board of Directors of the Company at any time, however, make any definite
determination as to investment policy and notify the Manager thereof in writing, the Manager shall be bound by such
determination for the period, if any, specified in such notice or until similarly notified that such determination has been
revoked. The Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment
policies determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities
for the Fund’s account with brokers or dealers selected by it, and to that end, the Manager is authorized as the agent of the
Fund to give instructions to the custodian of the Fund as to deliveries of securities and payments of cash for the account of
the Fund. With respect to execution of transactions for the Fund, the Manager shall place all orders for the purchase or sale
of portfolio securities with brokers or dealers selected by the Manager. In connection with the selection of such brokers or
dealers and the placing of such orders, the Manager is directed at all times to obtain, consistent with a duty of best
execution, a combination of the most favorable execution and price; after fulfilling this primary requirement of
obtaining the most favorable execution and price, the Manager is hereby expressly authorized to consider as a secondary
factor in selecting brokers or dealers with which such orders may be placed whether such firms furnish statistical, research
and other information or services to the Manager. Receipt by the Manager of any such statistical or other information and
services should not be deemed to give rise to any requirement for abatement of the advisory fee payable pursuant to Article
of Charges and Expenses
Manager. 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.
Fund. The Fund assumes and shall pay or cause to be paid all other expenses of the Fund (except for the expenses
incurred by the Fund's Distributor), including, without limitation: redemption expenses, taxes, expenses of portfolio
transactions, costs of printing proxies, stock certificates, shareholder reports, prospectuses and statements of additional
information, charges of the custodian and transfer agent, Securities and Exchange Commission fees, expenses of registering
the shares under Federal and state securities laws, fees and actual out-of-pocket expenses of directors who are not
affiliated persons of the Manager, accounting and pricing costs (including the daily calculation of net asset value),
insurance, interest, brokerage costs, litigation and other extraordinary or non-recurring expenses, and other expenses
properly payable by the Fund.
of the Manager
Management Fee. For the services rendered under Article I above, the facilities furnished and expenses assumed by the Manager,
the Fund shall pay to the Manager monthly compensation at an annual rate, which will vary according to the assets of the Fund.
Such annual rate will be determined as follows: (i) 1.00% of the average daily net assets up to $250 million; (ii) 0.90% of the
average daily net assets in excess of $250 million but not more than $500 million; and (iii) 0.80% of the average daily net assets
in excess of $500 million. Said annual rate will be calculated as hereinafter set forth, commencing on the day following effectiveness
hereof. Except as hereinafter set forth, compensation under this Agreement shall be calculated and accrued daily and paid monthly
in accordance with this article and by applying the applicable percentage component of the annual rate as set forth above to the
average daily net assets of the Fund determined as of each business day and adding to that amount any applicable fixed sum amount
as set forth above. If the Agreement becomes effective subsequent to the first day of the month or shall terminate before the
last day of a month, compensation for that part of the month this Agreement is in effect shall be prorated in an amount consistent
with the calculation of fees as set forth above. Subject to the provisions of subsection (b) and (c) hereof, payment of the Manager’s
compensation for the preceding month shall be made as promptly as possible after completion of the computations contemplated by
subsection (b) and (c) hereof.
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.
of Liability of the Manager
The Manager shall not be liable for any error of judgment or mistake of law or for any loss arising
out of any investment or for any act or omission in the management of the Fund, except for willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. As used
in this Article IV, the term “Manager” shall include any affiliates of the Manager performing services for the Fund
contemplated hereby and directors, officers and employees of the Manager and such affiliates. Federal and state securities laws
impose liabilities under certain circumstances on persons who act in good faith, and nothing herein shall constitute a waiver
or limitation of any rights which the Company or the Fund may have under applicable federal or state laws.
of the Manager
services of the Manager to the Fund are not to be deemed to be exclusive, the Manager being free to render services to
others. It is understood that directors, officers, employees and shareholders of the Fund are or may become interested in the
Manager, as directors, officers, employees and shareholders or otherwise and that directors, officers, employees and
shareholders of the Manager are or may become similarly interested in the Fund, and that the Manager may become interested in
the Fund as shareholder or otherwise.
The Manager will comply with all applicable laws in acting hereunder including, without limitation, the
Investment Company Act, the Investment Advisers Act of 1940, as amended, and all rules and regulations duly promulgated under
provision of this Agreement is intended to be severable. If any provision of this Agreement shall be held illegal or made invalid
by court decision, statute, rule or otherwise, such illegality or invalidity shall not affect the validity or enforceability of
the remainder of this Agreement.
and Termination of this Agreement
This Agreement shall become effective as of the date first above written and shall remain in
force for an initial period of two (2) years, and shall continue thereafter so long as such continuance is specifically approved
at least annually by (i) the Board of Directors of the Company, or by the vote of a majority of the outstanding voting securities
of the Fund, and (ii) a majority of those directors who are not parties to this Agreement or interested persons of any such party,
cast in person at a meeting called for the purpose of voting on such approval.
Agreement may be terminated at any time, without the payment of any penalty, by the Board of Securities of the Fund, or by the
Manager, on fourteen days’ written notice to the other party. This Agreement shall automatically terminate in the event of its
Company acknowledges that all rights to use the name “Gator”, “Gator Capital Management,” and derivatives
thereof, belong to the Manager, and that the Manager has licensed the right to use and license to the Fund the use of the name
“Caldwell & Orkin” and the “Caldwell & Orkin Market Opportunity Fund”, and that the Company is
being granted a limited license to use such words in the name of the Fund and its classes of shares that would terminate with
the termination of this Agreement.
of this Agreement
As to any material provision of this Agreement, this Agreement may be amended by the parties only if such amendment
is specifically approved by (i) the vote of a majority of the outstanding voting securities of the Fund, and (ii) a majority of
those directors who are not parties to this Agreement or interested persons of any such party, cast in person at meeting called
for the purpose of voting on such approval.
of Certain Terms
terms “vote of a majority of the outstanding voting securities,” “assignment, “affiliated person”
and “interested person,” when used in this Agreement, shall have the respective meanings specified in the Investment
Agreement shall be construed in accordance with laws of the State of Florida and the applicable provisions of the Investment Company
Act. To the extent that the applicable laws of the State of Florida, or any of the provisions herein, conflict with the applicable
provisions of the Investment Company Act, the latter shall control.
WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement effective as of the date first above
& ORKIN MARKET OPPORTUNITY FUND of THE CALDWELL & ORKIN FUNDS, INC.