Exhibit 99(d)
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of the 10 day of Aug. 1988, between THE VALUE LINE
SPECIAL SITUATIONS FUND, INC., a Maryland corporation (hereinafter called
"the Fund"), and VALUE LINE, INC., a New York corporation (hereinafter called
"the Company");
W I T N E S S E T H :
WHEREAS, the Fund desires to have the Company Act as its investment
adviser and provide it with investment research, advice, supervision and
management; and
WHEREAS, the Company is willing to undertake the same upon the terms and
conditions set forth.
1. DUTIES. The Company shall provide the Fund with such investment
research, data, advice and supervision as the latter may from time to time
consider necessary for proper supervision of its funds. The company shall act
as manager and investment adviser of the Fund and, as such, shall furnish
continuously an investment program and shall determine from time to time what
securities shall be purchased or sold by the Fund, and what portion of the
assets of the Fund shall be held uninvested, subject always to the provisions
of the Fund's Articles of Incorporation and By-Laws, to the Fund's
fundamental investment policies as in effect from time to time, and to the
control and review by the Fund's Board of Directors. The Company shall take,
on behalf of the Fund, all actions which it deems necessary to carry into
effect the investment policies determined as provided above, and to that end
the Company may designate a person or persons who are to be authorized by the
Fund as the representative or representatives of the Fund, to give
instructions to the Custodian of the assets of the Fund as to deliveries of
securities and payments of cash for the account of the Fund.
2. ALLOCATION OF CHARGES AND EXPENSES; BROKERAGE. The Company shall
furnish at its own expense all administrative services, office space,
equipment and administrative, bookkeeping and clerical personnel necessary
for managing the affairs of the Fund. The Company shall also provide persons
satisfactory to the Fund's Board of Directors to act as officers and
employees of the Fund and shall pay the salaries and wages of all officers
and employees of the Fund who are also officers and employees of the Company
or of an affiliated person (as defined in the Investment Company Act of 1940)
other than the Fund. All other costs and expenses not expressly assumed by
the Company under this Agreement, or to be paid by the Distributor or
Distributors of the shares of the Fund, shall be paid by the Fund, including
(i) interest and taxes; (ii) brokerage commissions and other costs in
connection with the purchase or sale of securities; (iii) insurance premiums
for fidelity and other coverage requisite to its operations; (iv) compensation
and expenses of its directors other than those affiliated with the Company;
(v) legal and audit expenses; (vi) custodian and shareholder servicing agent
fees and expenses; (vii) expenses incident to the redemption of its shares;
(viii) expenses incident to the issuance of its shares against payment therefor
by or on behalf of the subscribers thereto, including printing of stock
certificates; (ix) fees and expenses incident to the registration under the
Securities Act of 1933 or under any state securities laws of shares of the Fund
for public sale and fees imposed on the Fund under the Investment Company Act
of 1940; (x) expenses of printing and mailing prospectuses, reports and notices
and proxy
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material to shareholders of the Fund; (xi) all other expenses incidental to
holding meetings of the Fund's shareholders; (xii) a pro rata share, based on
relative net asset value of the fund and other investment companies for
which the Company also acts as manager and investment adviser, of 50% of the
fees or dues of the Investment Company Institute; (xiii) fees and expenses in
connection with registration of the Fund or qualification of its shares under
the securities laws of states and foreign jurisdictions and (xiv) such
non-recurring expenses as may arise, including actions, suits or proceedings
to which the Fund is a party and the legal obligation which the Fund may have
to indemnify its officer and directors with respect thereto.
The Company shall place purchase and sale orders for portfolio
transactions of the Fund with brokers and/or dealers including, where
permitted by law, the Fund's Distributor or affiliates thereof or of the
Company, which, in the judgment of the Company, are able to execute such
orders as expeditiously as possible and at the best obtainable price.
Purchases and sales of securities which are not listed or traded on a
securities exchange shall ordinarily be executed with primary market makers
acting as principal except when it is determined that better prices and
executions may otherwise be obtained, provided, that the Company may cause
the Fund to pay a member of a securities exchange, broker or dealer an amount
of commission for effecting a purchase or sale order for a portfolio
transaction in excess of the amount of commission another member of an
exchange, broker or dealer would have charged for effecting that transaction
if the Company determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such member, broker, dealer, viewed in terms of that particular
transaction or the Company's overall responsibilities. As used herein,
"brokerage and research services" shall have the same meaning as in
Section 28(e)(3) of the Securities Exchange Act of 1934, as such Section may
be amended from time to time, and any rules or regulations promulgated by the
Securities and Exchange Commission. It is understood that, consistent with
the Company's fiduciary duty to the Fund, it is the intent of this Agreement
to allow the Company the widest discretion permitted by law in determining
the manner and means by which portfolio securities' transactions can be
effected in the best interests of the Fund.
3. COMPENSATION. (a) For its services and for the facilities to be
furnished as provided herein, the Fund shall pay to the Company an advisory
fee payable monthly, computed at the annual rate of 3/4 of 1% of the Fund's
average net assets during the year pro rated for any portion of a year during
which this Agreement is in effect. For this purpose, the value of the Fund's
net assets shall be determined in the same manner as for the purchase and
redemption of Fund shares as described in the Fund's current Prospectus.
(b) If the Fund's Distributor receives fees in connection with the
tender of portfolio securities of the Fund, the gross amount of the advisory
fee computed in accordance with the preceding paragraph 3(a) shall be reduced
by the amount of tender fees received; if the amount of such tender fees
exceeds the amount of advisory fees computed in accordance with
paragraph 3(a), the excess shall be paid by the Company to the Fund.
(c) In the event that the total expenses of the Fund, excluding
interest, taxes, brokerage commissions and extraordinary expenses, exceeds in
any fiscal year the lowest applicable percentage limitation prescribed by any
state in which shares of the Fund are sold, the compensation of the Company,
computed in accordance with the preceding two paragraphs 3(a) and 3(b),
shall be reduced by the amount of such excess.
4. DURATION AND TERMINATION OF AGREEMENT. This Agreement shall become
effective on the date set forth above and will continue in effect from year
to year thereafter only so long as such continuance is specifically approved
at least annually in accordance with the Investment Company Act of 1940. This
Agreement may be terminated on sixty days written notice by either party.
This Agreement shall terminate automatically in the event of its assignment
as defined in the Investment Company Act of 1940.
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5. NAME OF FUND. The Company consents to the use by the Fund of the name
"The Value Line Special Situations Fund, Inc." so long, and only so long, as
this Agreement (or any agreement with any organization which has succeeded to
the business of the Company) or any extension, renewal or amendment thereof,
remains in effect. The Fund agrees that if and when no such agreement is in
effect, (a) it will cease to use said name or any name indicating or
suggesting that the Fund is advised by or otherwise connected with the
Company and (b) it will not thereafter refer to the former association
between the Company and the Fund.
6. COMPANY MAY ACT FOR OTHERS. Nothing herein contained shall limit the
freedom of the Company or any affiliated person of the Company to render
investment supervisory or corporate administrative services to other
investment companies, to act as investment adviser or investment counselor to
other persons, firms or corporations, and to engage in other business
activities.
7. AMENDMENT OF AGREEMENT. This Agreement may not be amended except
pursuant to a direction given by the vote of the holders of a majority (as
defined in the Investment Company Act of 1940) of the outstanding shares of
the Fund.
8. LIABILITY. The Company shall not be liable for any error of judgment,
or mistake of law, or any loss suffered by the Fund, in connection with the
matters to which this Agreement relates, except for loss resulting in the
performance of its duties or from reckless disregard by the Company of its
obligations and duties hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the date and year first
above written.
THE VALUE LINE SPECIAL SITUATIONS
FUND, INC.
/s/ Xxxxxx X. Xxxxxx
By ......................................
VALUE LINE, INC.
/s/ Xxxx X. Suttnor
By ......................................
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