EXHIBIT 22(d)(2)
TEMPORARY FEE WAIVER
CALENDAR YEAR 2006
This TEMPORARY FEE WAIVER ("Waiver Agreement") is made as of the 1st
day of January, 2006, by and between Clipper Funds Trust, an open-end,
management investment company organized as a statutory trust under the laws of
the State of Delaware (the "Trust"), and Xxxxx Selected Advisers, L.P. ("DSA"
serving as adviser), a Colorado limited partnership and Xxxxx Selected
Advisers-NY, Inc. ("DSA-NY" serving as sub-adviser), a Delaware corporation. DSA
and DSA-NY are referred to jointly herein after as the "Adviser".
RECITALS:
WHEREAS, the Trust is a registered open-end management investment company; and
WHEREAS, the Adviser serves as the adviser and sub-adviser for the Trust; and
WHEREAS, the Trust and the Adviser have entered into an Investment Advisory
Agreement dated January 1, 2006 ("Investment Advisory Agreement") which provides
for the Trust to pay the Adviser advisory fees based upon a schedule included in
the Investment Advisory Agreement;
NOW, THEREFORE, the parties hereby agree as follows:
Temporary Waiver of Advisory Fees. For a one year period beginning January 1,
2006 and ending December 31, 2006 the Adviser shall waive any advisory fees
provided for in the schedule contained in the Investment Advisory Agreement that
would result in the effective annual advisory fee exceeding 1/2 of 1 percent
(0.50%) of Trust's average daily net assets.
Termination of Agreement. For the period beginning January 1, 2007 and ending
upon the termination of the Investment Advisory Agreement, the Trust shall pay
the Adviser the advisory fees provided for in the Investment Advisory Agreement.
Limitation of Liability. The Adviser agrees that the obligations assumed by the
Trust under this contract with respect to any Portfolio shall be limited in all
cases to the Portfolio and its assets. The Adviser agrees that it shall not seek
satisfaction of any such obligation from any other Portfolio, from the
shareholders or any individual shareholder of the Portfolio or the Trust or the
trustees, officers or any individual trustee or officer of the Trust. The
Adviser understands and acknowledges that the rights and obligations of each
Portfolio of the Trust under the Trust's Declaration of Trust are separate and
distinct from those of any and all other Portfolios.
Any obligations of the Trust entered into in the name or on behalf thereof by
any of its trustees or officers, representatives or agents are made not
individually, but in such capacities, and are not binding upon any of the
trustees or officers, shareholders, representatives or agents of the Trust
personally, but bind only the Trust property, and all persons dealing with any
Portfolio of the Trust must look solely to the Trust property belonging to such
Portfolio for the enforcement of any claims against the Trust.
**SIGNATURE PAGE FOLLOWS**
1
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their officers thereunto duly authorized.
Clipper Funds Trust
-------------------------------------------
Xxxxxxx Xxxx
Principal Executive Officer
Xxxxx Selected Advisers, L.P.
By Xxxxx Investments, LLC (General Partner)
-------------------------------------------
Xxxxxx Xxxx
Vice President
Xxxxx Selected Advisers-NY, Inc.
-------------------------------------------
Xxxxxx Xxxx
Vice President
2
