Exhibit 23(d)(3)
SELECTED SPECIAL SHARES, INC.
MANAGEMENT AGREEMENT
JANUARY 1, 2001
AGREEMENT, made as of January 1, 2001, by and between SELECTED SPECIAL SHARES,
INC., a Maryland corporation (hereinafter called the "Fund"), and XXXXX SELECTED
ADVISERS, L.P., a Colorado limited partnership (hereinafter called the
"Manager").
W I T N E S S E T H:
In consideration of the mutual covenants hereinafter contained, IT IS HEREBY
AGREED by and between the parties hereto as follows:
1. Management. The Fund hereby employs the Manager to act as its investment
adviser and to manage the investment and reinvestment of the assets of the
Fund, and otherwise to administer the Fund's affairs to the extent
requested by the Board of Directors of the Fund, all subject to the
supervision of the Board of Directors of the Fund and the applicable
provisions of the Articles of Incorporation and the Bylaws of the Fund, for
the period and on the terms herein set forth. The Manager hereby accepts
such employment and agrees during such period to render the services and to
assume the obligations herein set forth for the compensation herein
provided. The Manager shall in acting hereunder be an independent
contractor and unless otherwise expressly provided or authorized hereunder
or by the Board of Directors of the Fund, shall have no authority to act
for or represent the Fund in any way or otherwise be deemed an agent of the
Fund.
2. Office Space, Facilities, Directors, Officers. The Manager shall, at its
own expense, furnish to the Fund suitable office space in its own offices
or in such other place as may be agreed upon from time to time, and all
necessary office facilities, equipment and personnel for carrying out its
duties hereunder and shall arrange, if desired by the fund, for members of
the Manager's organization to serve without salaries from the Fund as
directors, officers or agents of the Fund if duly elected or appointed to
such positions by the shareholders or by the Board of Directors of the
Fund, subject to their individual consent and to any limitations imposed by
law.
3. Expenses. The Manager shall be responsible only for those expenses
expressly stated in paragraph 2 to be the responsibility of the Manager and
shall not be responsible for any other expenses of the Fund including, as
illustrative and without limitation, fees and charges of any custodian
(including charges as custodian and for keeping books and records and
similar services to the Fund); fees and expenses of directors, other
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than directors described in paragraph 2; fees and expenses of independent
auditors, legal counsel, transfer agents, dividend disbursing agents, and
registrars; costs of and incident to issuance, redemption and transfer of
its shares, and distributions to shareholders (including dividend payments
and reinvestment of dividends); costs of acquiring portfolio securities,
including brokers' commissions; interest charges; taxes and corporate fees
payable to any government or governmental body or agency (including those
incurred on account of the registration or qualification of securities
issued by the Fund); dues and other expenses incident to the Fund's
membership in the Investment Company Institute and other like associations;
cost of stock certificates, stockholder meetings, corporate reports,
reports and notices to stockholders; costs of printing, stationery, and
bookkeeping forms; and amounts to be paid by the Fund in accordance with
any Rule 12b-1 Distribution Plan. The Manager shall be reimbursed by the
Fund on or before the fifteenth day of each calendar month for all expenses
paid or incurred during the preceding calendar month by the Manager for or
on behalf of or at the request or direction of the Fund that are not the
responsibility of the Manager hereunder.
4. Non-Exclusive Services, Manager's Liability. Services of the Manager herein
provided are not to be deemed exclusive, and the Manager shall be free to
render similar services or other services to others so long as its services
hereunder shall not be impaired thereby. In the absence of willful
misfeasance, bad faith or gross negligence or reckless disregard of
obligations or duties hereunder on the part of the Manager, the Manager
shall not be subject to liability to the Fund or any stockholder of the
Fund for any act or omission in the course of, or in connection with,
rendering services hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security.
5. Fees. Commencing with the first day of the month coincident with or next
following the approval of this Agreement by a vote of a majority of the
outstanding voting securities of the Fund, the Fund shall pay to the
Manager a management fee calculated on the basis of the average daily net
assets of the Fund at the annual rate of 0.70% of the first $50,000,000 of
average daily net assets, 0.675% of the next $100,000,000 of average daily
net assets, 0.65% on the next $100,000,000 of average daily net assets and
0.60% of average daily net assets in excess of $250,000,000. The fee shall
be payable monthly and each fee payment shall be made on or before the
fifteenth day of the month next succeeding the month for which the fee is
paid.
6. Conflicts. It is understood that the officers, directors, agents and
stockholders of the Fund are or may be interested in the Manager as
officers, partners, employees or agents and that the officers, partners,
employees and agents of the Manager may be interested in the Fund otherwise
than as stockholders.
7. Use of Name. The Manager acknowledges that the use of the term "Selected"
in its name is with the acquiescence of the Fund and is subject to
revocation at any time by the Board of Directors or by a majority of the
directors who are not interested persons of the Fund.
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8. Term, Termination. This Agreement shall become effective on the date hereof
and shall continue through January 1, 2003. The Agreement shall continue
thereafter so long as such continuance is approved annually in the manner
required by the Investment Company Act of 1940 (the "Act"). This Agreement
shall immediately terminate in the event of its assignment. Either party
hereto may, at any time on sixty (60) days' prior written notice to the
other, terminate this Agreement without payment of any penalty. Termination
on the part of the Fund may be effected either by the Board of Directors of
the Fund or by a vote of a majority of the outstanding voting securities of
the Fund.
9. Additional Series. In the event that the Fund creates a new series, this
Agreement shall apply to such new series if the Fund and the Manager shall
so agree in writing and the Agreement is approved in the manner required by
the Act as to each such new series.
10. Change in Partnership. The Manager agrees to notify the Fund of any
material change in the membership of the Manager's partnership within 30
days after such change.
11. Definitions. The terms "assignment, "a vote of a majority of the
outstanding voting securities" and "interested persons" when used herein
shall have the respective meanings in the Act as now in effect and as from
time to time amended.
12. Controlling Law. This Agreement shall be construed in accordance with
applicable federal law and the laws of the State of New Mexico.
IN WITNESS WHEREOF, the parties hereto have caused this Management Agreement to
be executed and made effective as of January 1, 2001.
SELECTED SPECIAL SHARES, INC.
By: Xxxxx Investments, LLC
By:________________________________
Title
SELECTED/VENTURE ADVISERS, L.P.
Its General Partner
By:________________________________
Title
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