EXHIBIT 5 (a)
VENTURE WORLDWIDE SERIES, INC.
INVESTMENT ADVISORY AGREEMENT
__________, 1994
Selected/Venture Advisers, L.P.
▇▇▇ ▇. ▇▇▇▇▇ ▇▇.
▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇
Dear Sirs:
We herewith confirm our agreement with you as follows:
1. We desire to employ the capital of Venture Worldwide Series, Inc.
(the "Company") by investing and reinvest-ing the same in securit-ies of
the type and in accordance with the limita-tions specified in the
registration statement under the Securi-ties Act of 1933 and the
Investment Company Act of 1940 (the "1940 Act"), of which we enclose a
copy, and in such manner and to such extent as may from time to time be
approved by our Board of Directors. We desire to employ you to supervise
and assist in the management of this business for us. You shall for all
purposes herein be deemed an independent contractor, and shall, unless
otherwise expressly provided for or authorized, have no authority to act or
represent us.
2. In this connection it is understood that you will from time to
time employ or associate with yourselves such person or persons as you
may believe to be particularly fitted to assist you in the execution of this
Agreement, it being understood that the compensation of such person or
persons shall be paid by you and that no obligation may be incurred on our
behalf in any such respect. This does not apply to such individuals as we
may in due course elect as officers of our corporation, except that no
officer, director, stockholder or employee of your firm shall receive
compensation from us for acting as director, officer or employee of our
corporation, and you agree to pay the compensa-tion of all such persons.
We understand that, during the con-tinuance of this agreement, officers of
your firm will, if elected, serve as directors of our corporation and as its
prin-cipal officers.
3. You are to have complete and exclusive authority to develop and
handle for us any business of the type above men-tioned which you may
consider advantageous for us, subject to the direction and control of our
officers and directors. You will furnish us with such statistical
information with respect to the securities which we may hold or
contemplate purchasing as we may request. We wish to be kept in touch
with important developments affecting our Company and shall expect you
on your own initiative to furnish us from time to time with such
information as you may believe appropriate for this purpose, whether
concerning the individual companies whose securities are included in our
portfo-lio or the industries in which they are engaged. We shall also
expect you of your own motion to advise us whenever in your opinion
conditions are such as to make it desirable that a specific security be
eliminated from our portfolio.
4. We shall expect of you your best judgment in rendering these
services to us, and we agree as an inducement to your undertaking the
same that you shall not be liable hereunder for any mistake of judgment or
in any other event whatsoever, except for lack of good faith, provided that
nothing herein shall be deemed to protect or purport to protect you against
any liability to us or to our security holders to which you would otherwise
be subject by reason of willful misfeasance, bad faith, or gross negligence
in the performance
of your duties hereunder, or by reason of your reckless disregard of your
obligations and duties hereunder.
5. In consideration of such services, we shall pay you a monthly fee
as of the last day of each month in each year based upon the average daily
value of net assets during a month for which the monthly fee is
calculated, as follows:
VALUE OF AVERAGE DAILY NET
ASSETS OF THE TOTAL RETURN
MONTHLY RATE FUND DURING THE MONTH
------------ ---------------------
1/12 of 1.00% of ........................... First $250 Million
1/12 of .90% of ........................... Next $250 Million
1/12 of .80% of ........................... Amounts In Excess of $500 Million
provided, however, that such fee for any period which shall not be a full
monthly period shall be prorated according to the proportion which such
period bears to the full month and no payment of any fee shall be made
before the commencement of the public offering of any common stock. For
this purpose, the value of our net assets shall be computed in the same
manner as the value of such net assets are computed in connection with
the determination of the net asset value of our shares.
6. Except as otherwise provided below in this paragraph, you will
attend to, or arrange for the performance, at your expense, of such
clerical and accounting work related to the investment and reinvestment
of our capital for us as we may specify. We shall, however, bear all costs
and expenses of or attendant upon: (i) preparation of our federal, state and
local tax returns; (ii) preparation of documents we must file with the
Securities and Exchange Commission; (iii) determination of the status and
payment of dividends; (iv) reconciling and reviewing output of our
custodian bank, determining the adequacy of various accruals, approving
our expenses, authorizing our bank to receive and disburse money and
securities and verifica-tions related thereto, and interfacing with our
auditors; (v) verifica-tion of our security ledger and preparation and
main-tenance of other corporate books and records; (vi) brokerage
commissions and other transaction expenses; (vii) stockholders' and
Directors' meetings; (viii) corporate reports and proxy materials,
including their prepara-tion, printing and distribution; (ix) fees of
Directors not affiliated with you or any other firm acting as an
investment adviser to us; (x) taxes and interest expenses; (xi) reports to
government authorities including all expenses and costs relating to such
reports and to state securities law compliance; (xii) custodian and
transfer agent fees; (xiii) association membership dues; (xiv) premiums on
all insurance and bonds maintained for us or on our behalf; (xv) retention
of the transfer agent and registrar for our shares and the disbursing agent
for our stock-holders, including costs and expenses attendant upon
shareholder servicing, purchase, repurchase and redemption of our shares;
(xvi) our counsel; and (xvii) our independent auditors. We may arrange for
you to provide some or all of the services relating to items (i) to (xvi)
above, and any other services not directly relating to investment and
reinvest-ment of our capital, upon such terms and conditions, including
compensation, as we may agree and subject to the approval and review of
our Board of Directors.
7. (a) You are authorized to place purchase and sale orders for
our portfolio transactions with brokers and/or dealers which, in your best
judgment are able to achieve "best execution" of such orders. "Best
execution" shall mean prompt and reliable execution at the most favorable
security price obtainable, taking into account research and other services
available and the reasonableness of commission charges. Purchases and
sales of securities not listed or traded on a securities exchange shall
ordinarily be executed with primary market makers, acting as principal,
except where, in your judgment, better prices and execution may
otherwise be obtained.
(b) You are authorized to allocate brokerage and principal
business to members of securities exchanges, brokers and dealers (such
members, brokers and dealers
being hereinafter referred to as "brokers") who have provided brokerage and
re-search services, as such services are defined in Section 28(e) of the
Securities Exchange Act of 1934 (the "1934 Act") for us and/or other accounts,
if any, for which you exercise investment discre-tion (as defined in Section
3(a)(35) of the 1934 Act) and to cause us to pay a commission for effecting a
securities transac-tion in excess of the amount another broker would have
charged for effecting that transaction if you determine in good faith that such
amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker, viewed in terms
of either that particular transaction or your overall responsibilities with
respect to us and the other accounts, if any, as to which you exercise
investment discretion. In reaching such determination, you will not be
re-quired to place or attempt to place a specific dollar value on the
research or execution services of a broker or on the portion of any
commission reflecting either of said services.
(c) Portfolio transactions may be allocated to any broker or
dealer taking into account the sale by such broker or dealer of our shares.
Any such allocation shall be made in accordance with the provisions of
this agreement relating to obtaining "best execution."
8. You may act as investment adviser for any other person, firm or
corporation. We recognize that you have given us the right to use the name
"Venture" in our corporate title. If for any reason you no longer act as our
investment adviser, we shall remove the name "Venture" from our
corporate title upon demand made by you.
9. All of our expenses shall be paid by us except for those you
specifically agree to assume under this Agreement. If the total expense
payable by us for any fiscal year (inclusive of all fees payable under this
agreement but exclusive of interest, taxes, brokerage fees and payments
under any Rule 12b-1 distribu-tion plan) shall exceed the most restrictive
applicable expense limitation prescribed by any statute or regulatory
authority of any jurisdiction in which our shares are qualified for offer
and sale, you will pay or refund to us the amount by which such expenses
exceed the amount so computed.
10. This Agreement shall become effective for an initial period
through April 30, 1996, and shall continue in full force and effect
continuously there-after, if its continuance is approved at least annually
as required by the 1940 Act. The effec-tive date of this Agreement shall
be the later of (i) the effective date of the initial registration statement
covering the offer and sale of our shares under the Securities Act of 1933,
or (ii) the date this Agreement has been approved as required by the 1940
Act. As of such effective date, this Agreement shall supersede all prior
invest-ment advisory agree-ments between the parties. This Agree-ment
may be terminated at any time, without the payment of any penalty, by our
Board of Directors or by vote of a majority of our out-stand-ing voting
securities (as defined in the 1940 Act) on 60 days' written notice to you,
or by you on 60 days' written notice to us, and it shall be automatically
terminated in the event of its assignment (as defined in said Act).
11. As of the date of this Agreement, the Company has only one
series of shares (the "Total Return Fund") and this Agreement shall apply
to that series. In the event that the Company shall create future series,
this Agreement shall apply to and be effective as to each such series,
provided (i) that as to any additional series there may be a different fee
payable to you, and (ii) this Agreement, as amended to reflect any change
in fees, is approved as required by the 1940 Act. The effective date of
this Agreement as to each such series shall be the date that it is so
approved or any later date as shall be agreed to by you and the Company.
If the foregoing is in accordance with your understanding, will you
so kindly indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
VENTURE WORLDWIDE SERIES, INC.
By:_____________________________________
Its:___________________________________
Accepted as of the day
and year first above written.
SELECTED/VENTURE ADVISERS, L.P.
By: VENTURE ADVISERS, INC., General Partner
By:___________________________________________
Its:_______________________________________