EXHIBIT 5 (b)
Atlantic Advisers Limited
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Re: Sub-Advisory Agreement for Venture International Series
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Gentlemen:
This is to confirm that Selected/Venture Advisers, L.P. ("SVA") is
retaining you as investment sub-adviser for the portfolio of the Equity
Income Fund, Inc. ("Fund") of the Venture International Series
("Company").
This letter sets forth the terms and conditions of your retention. If they
are acceptable to you, please acknowledge in the space provided. Upon
your acceptance, the retention and the mutual obligations in respect
thereto shall be effective as provided herein. The terms and conditions
are as follows:
1. You shall act as the investment sub-adviser for Fund and will manage
the investment and reinvestment of the assets of Fund subject to the
supervision of the Board of Directors of Company and to any applicable
provisions as in effect from time to time of (a) the Articles of
Incorporation and Bylaws of Company, (b) the prospectus, statement of
additional information and other information set forth in Fund's
registration documents under the Securities Act of 1933 and the
Investment Company Act of 1940 ("1940 Act"), including any supplements
thereto, and (c) the Investment Advisory Agreement between the
undersigned and the Company (the "Investment Advisory Agreement") in
respect to the Fund and the Company's Code of Ethics. You acknowledge
that you have received copies of the above documents as in effect on the
date of your acceptance of this letter. The undersigned agrees that it will
promptly deliver to you any amendments, changes or additions of or to
these documents. Without limitation, you agree that all securities
transactions will conform to (a) the stated objectives and policies of
Fund, (b) the brokerage policies set forth in the Investment Advisory
Agreement (which are hereby incorporated by reference herein) and the
registration documents, and (c) those investment and brokerage policies
or guidelines directed by the Board of Directors of Company or any
committee thereof. You shall be an independent contractor. Unless
otherwise expressly provided or authorized hereunder, or by the Board of
Directors of Company, you have no authority to represent Company or Fund
in any way or otherwise be an agent of Company or Fund. You shall also
not represent or be the agent of the undersigned except as expressly
provided or authorized hereunder or as authorized by the undersigned in
any other writing.
2. You agree to provide SVA with any reasonable reports, analyses or
other documentation SVA requires to carry out its responsibilities under
its Investment Advisory Agreement with Fund including those related to
placement of security transactions, its administrative responsibilities
and its responsibility to monitor compliance with stated investment
objectives, policies and limitations and the investment performance of
Fund. You agree, directly or through an agent, to provide daily information
in respect to the portfolio transactions of Fund to SVA. You agree to
provide all documentation reasonably required by SVA to maintain Fund's
accounting records in accordance with the 1940 Act an the Investment
Advisers Act of 1940 and the regulations issued thereunder, and to
preserve copies of all documents and records related to asset
transactions, positions and valuations
related to Fund in the manner and for the periods prescribed by such
regulations. You agree that all documents and records you maintain in respect to
Fund, exclusively relating to Fund, are the property of Company and will be
surrendered to SVA or Company upon the request of either. You agree to provide
information and to allow inspection of such documents and records at
reasonable times by any authorized representative of SVA, Company's
Board of Directors or any committee thereof, Company's independent
public accountants or appropriate regulatory authorities.
3. You agree to make your personnel who are engaged in activities on
behalf of Fund available at reasonable times for consultations with SVA
personnel and Company's Board of Directors or any committee thereof,
including attendance at their meetings, wherever situated. Travel, meals
and lodging expenses for such purposes shall be reimbursed.
4. You agree to provide all office facilities, equipment and personnel for
carrying out your duties hereunder at your own expense except as
specifically provided hereunder.
5. It is agreed that your services are not to be deemed exclusive and you
shall be free to render similar services or other services to others
provided that (i) your services hereunder are not impaired and are not in
violation of federal or state securities laws and (ii) that you shall not
provide services to any registered investment company other that the
Company without our prior express written permission. In the absence of
willful misfeasance, bad faith, gross negligence or reckless disregard of
your obligations or duties hereunder, you shall not be subject to liability
for any act or omission in the cause of, or connected with, rendering
service hereunder or for any losses that may be sustained in the purchase,
holding or sale or any security. In the event of any claim, arbitration,
suit, or administrative proceedings in which you or SVA is a party and in
which it is finally determined that there is liability or wrongdoing by only
one of us, the party liable or found to be the wrongdoer shall pay for all
liability and expenses of such claim or proceeding including reasonable
attorneys' fees. If it is determined that there is liability or wrongdoing
by both or none of us, then each of us shall pay their own liability and
expenses. In the event of any settlement of any such claim, arbitration,
suit or proceeding before final determination by a court or arbitrator(s),
the liability and expenses shall be assumed as agreed between the parties,
but if there is no agreement within thirty (30) days of such settlement,
then the assumption of liability and expenses shall be settled by
arbitration, in accordance with the then applicable rules of the American
Arbitration Association. Judgment upon the award rendered by the
arbitrator shall be final and binding and may be entered in any court
having jurisdiction. The parties shall pay for their own costs and
expenses in respect to any such arbitration and may be included in the
arbitrator's award.
6. As investment sub-adviser, you understand that you will be responsible
for complying with all provisions of applicable law, including the 1940
Act, the Investment Advisers Act of 1940, and the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and
Securities Fraud Enforcement Act of 1988 and all rules and regulations
thereunder. You agree to adopt and comply with the "Code of Ethics of and
for Selected/Venture Advisers, L.P. and the Companies For Which It Acts
Investment Adviser" as in effect from time to time and to keep in effect a
policy and supervisory procedures designed to prevent ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
7. The undersigned shall pay to you a portion of the fee it receives from
Company with respect to Fund under the Investment Advisory Agreement,
based on the attached fee schedule and reimburse expenses expressly
approved for reimbursement by SVA. Payment for your services and
reimbursement of expenses approved by SVA shall be made monthly. From
time to time, with your express written approval, SVA may waive any part
or all of the fees due to it under the Investment Advisory Agreement for
the period specified
in such writing. Such approval shall constitute a waiver by you of your portion
of the waived fees.
8. This Agreement shall become effective on the later of November 1,
1994, or the first business day after the date this Agreement is approved
in accordance with the 1940 Act. Unless sooner terminated as hereunder
provided, it shall initially remain in effect until April 30, 1996.
Thereafter, subject to the termination provision herein, this Agreement
shall continue in force from year to year thereafter, but only as long as
such continuance is specifically approved at least annually in the manner
required by the 1940 Act; provided, however, that if the continuation of
this Agreement is not approved, you may continue to serve in the manner
and to the extent permitted by the 1940 Act and the rules and regulations
thereunder.
9. This Agreement shall automatically terminate immediately in the
event of its assignment (except as otherwise permitted by the 1940 Act
or rules thereunder) or in the event of the termination of the Investment
Advisory Agreement. This Agreement may be terminated without payment
of any penalty at any time (a) upon sixty (60) days' written notice to you
by SVA or upon such sixty (60) days' written notice to you by the Company
pursuant to action by the Board of Directors of the Company or by the vote
of a majority of the outstanding voting securities of the Fund, or (b) upon
60 or more days' written notice by you to SVA and the Company. The
terms "assignment" and "vote of a majority of the outstanding voting
securities" shall have the meaning set forth in the 1940 Act and the rules
and regulations thereunder. Termination of this Agreement shall not
affect your right to receive payments on any unpaid balance of the
compensation earned and reimbursable expenses incurred prior to such
termination.
10. If any provisions of this Agreement shall be held or made invalid by a
court decision, statute or rule or otherwise, the remainder shall not be
thereby affected.
11. The Agreement shall be construed according to the laws of the State
of New Mexico. It may be executed in counterparts each of which shall be
deemed and original and all of which together shall constitute one and the
same agreement.
Yours very truly,
Selected/Venture Advisers, L.P.
By Venture Advisers, Inc.,
General Partner
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chairman
MHP/sf
Accepted and Approved this
________day of ____________, 1994
Atlantic Advisers Limited
By______________________
President
SUB-ADVISOR FEE SCHEDULE FOR
ATLANTIC ADVISERS LIMITED
50 % of total management fees paid by Company on behalf of Fund to
Selected/Venture Advisers, L.P.