Exhibit 23(h)(2)
December 19, 2005
Clipper Fund, Inc.
0000 Xxxxxxxx Xxxxxxxxx Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Re: Administrative Services Agreement
This will confirm our agreement that Xxxxx Selected Advisers, L.P. ("Xxxxx")
will provide Clipper Fund, Inc. (the "Fund") with all necessary administrative
services, commencing December 20, 2005, without charge. Xxxxx' administrative
services will include without limitation the services indicated on the attached
list, but not the services shown as exceptions on the list. Xxxxx will provide
these administrative services to the Fund for as long as Xxxxx serves as
investment adviser to the Fund or until such earlier date as this agreement is
terminated by Xxxxx or the Fund upon 90 days written notice.
The Fund will reimburse Xxxxx for its reasonable out-of-pocket costs in
providing these administrative services. The Fund will bear all expenses
incurred in its operation other than expenses of Xxxxx in providing
administrative services, including costs of independent accountants and outside
legal counsel; costs of services contracted by the Fund directly from parties
other than Xxxxx; investment advisory fees and related portfolio management
costs; taxes and insurance premiums; costs of shareholder meetings; fees and
expenses of independent directors; costs of printing and distributing
prospectuses to Fund shareholders; costs of preparing and filing tax returns;
federal and state registration and filing fees; and premiums for fidelity bonds
and directors' and officers' liability insurance.
Xxxxx agrees that, except as otherwise required by law or in connection with any
requested disclosure to a regulatory authority, it will keep confidential all
records and information in its possession relating to the Fund or the Fund's
shareholders except at the Fund's request or with the Fund's consent. Xxxxx
further agrees that all records it maintains for the Fund will be maintained in
accordance with the requirements of SEC regulations, will remain the property of
the Fund, will be readily accessible during normal business hours, and will be
promptly returned upon the termination of this agreement or otherwise as
requested by the Fund.
This agreement is the entire understanding between Xxxxx and the Fund with
respect to the provision of administrative services, may not be assigned or
amended by either party without the written consent of the other party. It will
be governed by California law without regard to principles of conflicts of law.
Xxxxx Selected Advisers, L.P. Clipper Fund, Inc.
By ____________________ By ______________________
Xxxxxx Xxxx Xxxxxxx Xxxx
Vice President Principal Executive Officer
PARTIAL LIST OF ADMINISTRATION SERVICES
Financial Services
Prepare financial information for shareholder reports, registration statements
and other SEC filings
Prepare financial statements and coordinate audits
Prepare expense accruals
Arrange for payment of Fund expenses
Monitor compliance with Internal Revenue Code, Investment Company Act and
prospectus/SAI restrictions
Prepare and coordinate annual 24f-2 filings
Maintain Fund books and records as required by the Investment Company Act
which are not prepared by other service providers.
Administration and Legal Services
Prepare agenda and background materials for Board and Committee meetings and
prepare minutes of meetings
Administer Fund code of ethics
Prepare and file forms N-1A, N-CSR, N-Q, N-PX, shareholder reports and proxy
statements
Act as liaison with counsel to Fund and independent Directors
Provide a chief compliance officer
Develop guidelines and procedures to improve Fund compliance with applicable
laws and regulations
Handle routine regulatory examinations
Coordinate with insurance providers, solicit bids for D&O/E&O and fidelity bond
policies, and make related SEC filings
Prepare reports to Board on matters not covered by other service providers
Respond to shareholder inquiries
PARTIAL LIST OF SERVICES NOT PROVIDED
Compute tax basis provisions for excise and income taxes
Preparation of federal, state and local income tax returns and related filings
Coordinate shareholder reporting on Form 0000-XXX
Xxxxxxxxxx management services
Transfer agent services
Custodial Services
Preparation of financial statements and information for 2005
Oversee determination and publication of Fund's net asset value per share
State blue sky filing
