Exhibit 23(d)(4)
Xxxxx Selected Advisers, L.P.
0000 Xxxx Xxxxxx Xxxx, Xxxxx 000 X Xxxxxx, Xxxxxxx 00000 o (800) 279-2279
January 1, 2001
Xxxxxxxx Capital Management, Inc.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Sub-Advisory Agreement for Selected Special Shares, Inc.
Gentlemen:
This is to confirm that Xxxxx Selected Advisers, L.P. ("DSA") is retaining you
as investment sub-adviser for the portfolio of the Selected Special Shares, Inc.
("the Fund").
This letter sets forth the terms and conditions of your retention. If they are
acceptable to you, please acknowledge in the space provided. Upon your
acceptance, the retention and the mutual obligations in respect thereto shall be
effective as provided herein. The terms and conditions are as follows:
1. Service as Sub-Adviser. You shall act as the investment sub-adviser for the
Fund and will manage the investment and reinvestment of the assets of the
Fund subject to the supervision of the Board of Directors of the Fund and
to any applicable provisions as in effect from time to time of (a) the
Articles of Incorporation and Bylaws of the Fund, (b) the prospectus,
Statement of Additional Information and other information set forth in the
Fund's registration documents under the Securities Act of 1933 and the
Investment Company Act of 1940 ("1940 Act"), including any supplements
thereto, and (c) the Investment Advisory Agreement between the undersigned
and the Fund (the "Investment Advisory Agreement") in respect to the Fund
and the Fund's Code of Ethics. You acknowledge that you have received
copies of the above documents as in effect on the date of your acceptance
of this letter. The undersigned agrees that it will promptly deliver to you
any amendments, changes or additions of or to these documents. Without
limitation, you agree that all securities transactions will conform to (a)
the stated objectives and policies of the Fund, (b) the brokerage policies
set forth in the Investment Advisory Agreement (which are hereby
incorporated by reference herein) and the registration documents, and (c)
those investment and brokerage policies or guidelines directed by the Board
of Directors of the Fund or any committee thereof. You shall be an
independent contractor. Unless otherwise expressly provided or authorized
hereunder, or by the Board of Directors of the Fund, you have no authority
to represent the Fund in any way or otherwise be an agent of the Fund. You
shall also not represent or be the agent of the undersigned except as
expressly provided or authorized hereunder or as authorized by the
undersigned in any other writing.
2. Reports and Documents. You agree to provide DSA with any reasonable
reports, analyses or other documentation DSA requires to carry out its
responsibilities under its Investment Advisory Agreement with the Fund
including those related to placement of security transactions, its
administrative responsibilities and its responsibility to monitor
compliance with stated investment objectives, policies and limitations and
the investment performance of the Fund. You agree, directly or through an
agent, to provide daily information in respect to the portfolio
transactions of the Fund to DSA. You agree to provide all documentation
reasonably required by DSA to maintain the Fund's accounting records in
accordance with the 1940 Act and the Investment Advisers Act of 1940 and
the regulations issued thereunder, and to preserve copies of all documents
and records related to asset transactions, positions and valuations related
to the Fund in the manner and for the periods prescribed by such
regulations.
You agree that all documents and records you maintain in respect to the
Fund, exclusively relating to the Fund, are the property of the Fund and
will be surrendered to DSA or the Fund upon the request of either. You
agree to provide information and to allow inspection of such documents and
records at reasonable times by any authorized representative of DSA, the
Fund's Board of Directors or any committee thereof, the Fund's independent
public accountants or the appropriate regulatory authorities.
3. Access to Personnel. You agree to make your personnel who are engaged in
activities on behalf of the Fund available at reasonable times for
consultations with DSA personnel and the Fund's Board of Directors or any
committee thereof, including attendance at their meetings, wherever
situated in the United States. Travel, meals and lodging expenses shall be
reimbursed.
4. Facilities, Equipment and Personnel. You agree to provide all office
facilities, equipment and personnel for carrying out your duties hereunder
at your own expense except as specifically provided hereunder.
5. Non-Exclusive Services, Liability. It is agreed that your services are not
to be deemed exclusive and you shall be free to render similar services or
other services to others provided that (i) your services hereunder are not
impaired and are not in violation of federal or state securities laws and
(ii) that you shall be allowed to provide services to any registered
investment company other than the Fund without our express written
permission by giving the Fund sixty (60) days written notice prior to the
effective date that such other registered investment company shall be
offered to the public, provided that you have our express permission to
provide services to the Xxxxxxxx Funds without such notice. In the absence
of willful misfeasance, bad faith, gross negligence or reckless disregard
of your obligations or duties hereunder, you shall not be subject to
liability for any act or omission in the cause of, or connected with,
rendering service hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security. In the event of any claim,
arbitration, suit, or administrative proceedings in which you or DSA is a
party and in which it is finally determined that there is liability or
wrongdoing by only one of us, the party liable or found to be the wrongdoer
shall pay for all liability and expenses of such claim or proceeding
including reasonable attorneys' fees. If it is determined that there is
liability or wrongdoing by both or none of us, then each of us shall pay
their own liability and expenses. In the event of any settlement of any
such claim, arbitration, suit or proceeding before final determination by a
court or arbitrator(s), the liability and expenses shall be assumed as
agreed between the parties, but if there is no agreement within thirty (30)
days of such settlement, then the assumption of liability and expenses
shall be settled by arbitration, in accordance with the then applicable
rules of the American Arbitration Association. Judgment upon the award
rendered by the arbitrator shall be final and binding and may be entered in
any court having jurisdiction. The parties shall pay for their own costs
and expenses in respect to any such arbitration and may be included in the
arbitrator's award.
6. Compliance with Applicable Law. As investment sub-adviser, you understand
that you will be responsible for complying with all provisions of
applicable law, including the 1940 Act, the Investment Advisers Act of 1940
and the Xxxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988 and
all rules and regulations thereunder. You agree to adopt and comply with
the "Code of Ethics of and for Selected/Venture Advisers, L.P. and the
Companies For Which It Acts As Investment Adviser" as in effect from time
to time (or Xxxxxxxx Capital Management's Code of Ethics if such Code is
approved by the Fund's Board of Directors and is in accordance with all
applicable laws and regulations, including any rules, regulations or
guidelines of any self-regulatory agency or trade association of which the
Fund or DSA is a member) and to keep in effect a policy and supervisory
procedures designed to prevent xxxxxxx xxxxxxx.
7. Fees. DSA shall pay to you a portion of the fee it receives from the Fund
under the Investment Advisory Agreement, based on the attached fee schedule
and reimburse expenses expressly approved for reimbursement by DSA. Payment
for your services and reimbursement of expenses approved by DSA shall be
made monthly. From time to time, with your express written approval, DSA
may waive any part or all of the fees due to it under the Investment
Advisory Agreement for the period specified in such writing. Such approval
shall constitute a waiver by you of your portion of the waived fees.
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8. Term. This Agreement shall become effective on the later of January 1,
2001, or the first business day after the date this Agreement is approved
in accordance with the 1940 Act. Unless sooner terminated as hereunder
provided, it shall initially remain in effect until January 1, 2003.
Thereafter, subject to the termination provisions herein, this Agreement
shall continue in force from year to year thereafter, but only as long as
such continuance is specifically approved at least annually in the manner
required by the 1940 Act; provided, however, that if the continuation of
this Agreement is not approved, you may continue to serve in the manner and
to the extent permitted by the 1940 Act and the rules and regulations
thereunder.
9. Termination. This Agreement shall automatically terminate immediately in
the event of its assignment (except as otherwise permitted by the 1940 Act
or rules thereunder) or in the event of the termination of the Investment
Advisory Agreement. This Agreement may be terminated without payment of any
penalty at any time (a) upon sixty (60) days' written notice to you by DSA
or upon such sixty (60) days' written notice to you by the Fund pursuant to
action by the Board of Directors of the Fund or by the vote of a majority
of the outstanding voting securities of the Fund, or (b) upon sixty (60) or
more days' written notice by you to DSA and the Fund. The terms
"assignment" and "vote of a majority of the outstanding voting securities"
shall have the meaning set forth in the 1940 Act and the rules and
regulations thereunder. Termination of this Agreement shall not affect your
right to receive payments on any unpaid balance of the compensation earned
and reimbursable expenses incurred prior to such termination.
10. Choice of Law. The Agreement shall be construed according to the laws of
the State of New Mexico. It may be executed in counterparts each of which
shall be deemed an original and all of which together shall constitute one
and the same agreement.
Yours very truly,
Xxxxx Selected Advisers, L.P.
By Xxxxx Investments, LLC
General Partner
By:________________________
Accepted and Approved this
1st day of January, 2001
XXXXXXXX CAPITAL MANAGEMENT, INC.
By: _______________________________________
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SUB-ADVISORY FEE SCHEDULE FOR XXXXXXXX CAPITAL MANAGEMENT
1) 50% of total management fees paid by the Fund to Xxxxx Selected Advisers,
L.P., reduced by 50% of any trail commissions paid to dealers by Xxxxx
Selected Advisers, L.P. in excess of 25 basis points per annum.
2) Minimum annual fees - $150,000.
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