Exhibit (d)(1)(a)
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THREE WORLD FINANCIAL CENTER
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July 29, 2008
Hyperion Brookfield Asset Management, Inc.
Three World Financial Center
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Ladies and Gentlemen:
This Agreement is made by and between Hyperion Brookfield Asset
Management, Inc. (the "Adviser") and ▇▇▇▇▇▇ ▇▇▇▇▇▇ Select Fund, Inc. (the
"Fund") on behalf of its three series: Regions ▇▇▇▇▇▇ ▇▇▇▇▇▇ Select Short Term
Bond Fund (the "Short Term Portfolio"), Regions ▇▇▇▇▇▇ ▇▇▇▇▇▇ Select
Intermediate Bond Fund (the "Intermediate Portfolio") and Regions ▇▇▇▇▇▇ ▇▇▇▇▇▇
Select High Income Fund (the "High Income Portfolio") (each, a "Portfolio" and
together, the "Portfolios").
The Adviser hereby agrees to waive its fees and/or reimburse each
Portfolio for its expenses to the extent necessary to ensure each Portfolio's
annual operating expenses (excluding brokerage, interest, taxes, acquired fund
fees and expenses, and extraordinary expenses) do not exceed: for the Short Term
Portfolio, 0.90% of average annual net assets of Class A shares, 1.10% of
average annual net assets of Class C shares, and 0.65% of average annual net
assets of Class I shares; for the Intermediate Portfolio, 0.90% of average
annual net assets of Class A shares, 1.25% of average annual net assets of Class
C shares and 0.65% of average annual net assets of Class I shares; and for the
High Income Portfolio, 1.25% of average annual net assets of Class A shares,
1.75% of average annual net assets of Class C shares, and 1.00% of average
annual net assets of Class I shares.
The Adviser retains its right to receive reimbursement of any payments
made by it, or to recoup any fees waived by it, pursuant to this Agreement
during the prior three fiscal years, provided that after giving effect to such
repayment or recoupment, such adjusted Total Annual Operating Expenses for each
Portfolio would not exceed the limitation amount listed above.
The Fund agrees to furnish or otherwise make available to the Adviser
such copies of its financial statements, reports, and other information relating
to its business and affairs as the Adviser may, at any time or from time to
time, reasonably request in connection with this Agreement.
The Adviser understands that it shall look only to the assets of the
Portfolios for performance of this Agreement as it relates to each Portfolio and
for payment of any claim it may have hereunder relating to a Portfolio, and
neither any other series of the Fund, nor any of the Fund's directors, officers,
employees, agents, or shareholders, whether past, present or future shall be
personally liable therefor.
This Agreement shall become effective as of the date of the investment
advisory agreement between the Adviser and the Fund, on behalf of its Portfolios
(the "Advisory Agreement"), and shall continue in effect for an initial term of
two years and thereafter indefinitely, unless sooner terminated by the Board of
Directors of the Fund, on behalf of the Portfolios, or the Adviser, upon sixty
(60) days written notice to the other party. This Agreement shall terminate
automatically upon the termination of the Advisory Agreement, with such
termination effective upon the effective date of the Advisory Agreement's
termination.
Except insofar as the 1940 Act, or other federal laws and regulations
may be controlling, this Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York. Any amendment to
this Agreement shall be in writing signed by the parties hereto.
If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart hereof and return the same to us.
Very truly yours,
▇▇▇▇▇▇ ▇▇▇▇▇▇ SELECT FUND, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
The foregoing Agreement is hereby
accepted as of July 29, 2008
HYPERION BROOKFIELD ASSET
MANAGEMENT, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: President
