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 31st day of March ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
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 existing Amendment to the Agreement provides
that it shall terminate on April 1, 2001, unless extended by the
mutual agreement of the parties, as provided for in further
amendment to the Agreement;
WHEREAS, the parties to the Agreement wish to extend the
term of the Agreement until March 31, 2002;
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 Adviser may only cover 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
March 31, 2002, 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
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.
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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