PZENA INVESTMENT MANAGEMENT, LLC
PZENA INVESTMENT MANAGEMENT, LLC
000 Xxxx 00xx Xxxxxx 00xx Xxxxx XX, XX 00000 Tel: 000-000-0000 Fax: 000-000-0000
July 6, 2006
Xx. Xxxxxx Xxx
Xxxxx Xxxx Capital Management LLC
0 Xxxxxxxx Xxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
RE:
Kiewit Investment Fund LLLP Investment Sub-Advisory Agreement dated July 26, 2005 (the “Agreement”)
Dear Xx. Xxx:
Pursuant to the Most Favored Nations clause, which is part of the Agreement among Kiewit Investment Fund LLLP (the “Client”), Offit Hall Capital Management LLC (the “Adviser”), and Pzena Investment Management, LLC (the “Sub-Adviser”), we are removing the minimum balance fee language included in Exhibit 1 of the Agreement, effective as of July 1, 2006. In order to effect this change, Exhibit 1 of the Agreement will be amended as follows (all capitalized terms used herein without definition shall have the same meaning herein as is assigned to them in the Agreement):
Exhibit 1. Delete Paragraph 2, which states: “If the assets in the Account are less than $10,000,000 on the last business day of the quarter, the subadvisory fee shall be 1.00% per annum. In such event, there will be a minimum annual fee of $35,000 and a maximum annual fee of $70,000.”
Please acknowledge both the Client’s and Adviser’s consent to this amendment by having Xxxxxx X. Xxxxx and Xxxxxxx X. Xxxx sign three of these original letters. You should retain one original for your records, the Client should retain one original, and please return the remaining original to us in the postage paid envelope that is provided for your convenience.
Thank you.
Sincerely,
/s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
CEO & Managing Principal
ACKNOWLEDGED AND AGREED:
OFFIT HALL CAPITAL MANAGEMENT LLC | |
/s/ Xxxxxx X. Xxxxx | /s/ Xxxxxxx X. Xxxx |
Xxxxxx X. Xxxxx | Xxxxxxx X. Xxxx |
Chief Executive Officer | Co-Chief Executive Officer and Chief Investment Officer |
