EXHIBIT 6
VENTURE WORLDWIDE SERIES, INC.
DISTRIBUTING AGREEMENT
AGREEMENT dated as of __________, 1994 between VENTURE
WORLDWIDE SERIES, INC., a Maryland corporation, hereinafter called the
"Company," and SELECTED/VENTURE ADVISERS, L.P., a Colorado limited
part-ner-ship, hereinafter called the "Distributor."
W I T N E S S E T H
1. Appointment of Fund Distributor. The Company hereby appoints
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the Distributor as the exclusive distributor to sell as principal and not as
agent shares of capital stock of the Company during the term of this
Agreement.
2. Sales of Capital Stock. The Company agrees to sell and deliver to
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the Distributor, upon the terms set forth herein, such fully-paid and
non-assessable shares of capital stock of the Company ("Shares") then
effectively registered for continuous offering under the Securities Act of
1933 (the "1933 Act") as Dis-tributor shall order from the Company, but
only to the extent that the Distributor shall have received purchase orders
there-for. All orders from the Distributor shall be subject to
confir-mation by the Company, and the Company authorizes the
Dis-tributor to reject any purchase order.
The Distributor as principal may sell and distribute any Shares so
purchased, through dealers or otherwise, in such manner not inconsistent
with law and all applicable rules and regula-tions, including those of any
applicable self-regulatory or-ganizations, and the provisions of this
Agreement, as the Dis-tributor may from time to time determine. The
Distributor agrees to use its best efforts to effect sales of Shares, but
does not undertake to sell any specific number of Shares thereof.
The Distributor may in its discretion sell the Shares to or through
such registered and qualified retail dealers as it may select. In making
agreements with its dealers or others for sale of the Shares, the
Distributor shall act only as principal and in no sense as agent for the
Company.
3. Sales by Distributor - Offering Price. All Shares, whether
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purchased from the Company or otherwise, shall be offered for sale and
sold by the Distributor at a price per share (herei-nafter called the
"Offering Price") in accordance with the provisions of the current
prospectus applicable to such offer and sale. Any initial or deferred sales
charge and any reduction or elimination thereof shall be determined by the
Distributor in a manner not inconsis-tent with law and all applicable
rules and regulations and the provisions of this Agreement, and the
Company agrees to amend its current prospectus to the extent necessary
from time to time to reflect any such determination. The Company will
cause such net asset value to be determined with such frequency and as of
such times and will cause the Offering Price to be effective for such
periods as are set forth in the current prospectus of the Compan-y. The
Company will cause such determinations to be furnished to the Distributor
as often as they are made and shall make avail-able to the Distributor
upon request the computations underlying any such determination.
Anything to the contrary herein notwithstanding, the Company may
suspend the Offering Price currently in effect and may decline to accept
or confirm any orders for, or to
make any sales of, any Shares to the Dis-tributor under this Agreement until
such time as it shall deem it ad-visable to accept and confirm such orders and
to make such sales. During any period during which the Offering Price currently
in effect shall be suspended or during which the Company shall decline to accept
or confirm any such orders or make any such sales, the Company shall be
under no obligation to confirm or accept any such orders or make any such
sales at any price.
4. Payment. At or prior to the time of delivery by the Company to,
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or on the order of the Distributor of any Shares, the Distributor will pay
or cause to be paid to the Company or to its order an amount equal to the
Offering Price of such Shares at which such order had been confirmed,
less the initial or deferred sales charge, if any, included thereon as
aforesaid. The Distributor agrees to cause to be remitted to the Company
for the benefit of the Company or to its order all such funds promptly
after receipt thereof.
5. Delivery of Share Certificates. Delivery of certifi-xxxxx for
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Shares shall be made as promptly as practicable after receipt by the
Company of the purchase price therefor and written request by the
Distributor for such certifi-xxxxx. Such certifi-xxxxx shall be registered
in such names and amounts as the Distributor may specify to the Company
in writing.
6. Compensation of Distributor. Any initial or deferred sales
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charges and any compensation to be paid the Distributor out of any
Distribution Plan described in 7(e) below shall constitute the entire
compen-sation of the Distributor. The Distrib-utor may allow concessions
to dealers, out of sales charges, as the Distributor shall from time to
time determine.
7. Allocation of Expenses. Except as otherwise provided herein, the
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Company shall pay all expenses connected with (i) the organization of the
Company or any Series thereof and (ii) the offering of Shares, including
without limitation all expenses of:
(a) Registering Shares for offer or sale under the federal
securities laws, except for prospectus printing costs as set forth below;
and
(b) Reports required by and under the federal securi-ties laws;
and
(c) Issuance of Shares, including cost of stock certificates,
issue taxes (if any) and fees of legal counsel and of the transfer agent;
and
(d) Registering or qualifying Shares for offer or sale under the
securities laws of any state or other jurisdiction in which the Distributor
may arrange for the sale of the Shares; and
(e) Any Distribution Plan adopted in accordance with Rule
12b-1 under the Investment Company Act of 1940 (the "1940 Act")
providing for any payments by the Company or any Series thereof.
The Distributor will pay, or promptly reimburse the Company for, all
expenses in connection with:
(a) Preparing, printing and distributing advertising and sales
literature for use in offering the Shares to the public, including the cost
of printing copies of the prospectus and the additional cost of printing
reports to stockholders other than copies thereof required for distribution
to stockholders or for filing with any securities authorities; and
(b) The registration or qualification of the Dis-tributor as a
dealer or broker under state or federal laws.
Transfer taxes, if any, which may be payable in connection with the
issue and delivery of certificates in a name or names other than the name
of the Distributor will not be borne by the Company and the Distributor
agrees to indemnify and hold the Company harmless against any such
transfer taxes. Any other taxes in connection with the sale of Shares
pursuant to this Agreement will be borne by the Company.
8. Company to Furnish Information. The Company shall furnish the
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Distributor for use in connection with the sale of the Shares such
information with respect to the Company and the Shares as the Distributor
may reasonably request, including copies of documents filed with or
furnished to any federal or state securities authorities or sent to its
stockholders.
9. Representations and Agreements with Respect to Registration
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Statement and Prospectus.
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(a) As used in this Agreement, the term "registration
statement" shall include any registration statement with respect to the
Shares which is effective under the Act including any amendment thereto,
and the term "prospectus" shall include any prospectus and statement of
additional information filed as part of such registration statement.
(b) The Company represents that the registration statement
and prospectus will conform in all material respects to the requirements
under the 1933 Act and the 1940 Act and the rules and regulations
thereunder and will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary
to make the statements therein not misleading; provided that this
representa-tion will not apply to any statements or omissions made in
reliance upon and in conformity with information furnished in writing to
the Company by the Distributor expressly for use in the registration
statement or prospectus.
(c) The Company agrees to advise the Distributor promptly:
(i) of any request of the Securities and Exchange
Commission for amendments to the registration statement or prospe-ctus
or for additional information;
(ii) in the event of the issuance by the Securiti-es and
Exchange Commission of any stop order suspending the effectiveness of
the registration statement or prospectus or the initiation of any
proceedings for that purpose;
(iii) of the happening of any event which makes untrue
any statement, or which requires the making of any change, in the
registration statement or prospectus in order to make the statements
therein not misleading; and
(iv) of all actions of the Securities and Ex-change
Commission with respect to any amendments to the regis-tra-tion
statement or prospectus which may from time to time be filed with the
Securities and Exchange Commission under the 1933 Act or the 1940 Act.
10. Indemnification. The Company agrees to indemnify, defend and
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hold the Distributor, its officers and directors and any person who
controls the Distributor within the meaning of Section 15 of the 1933
Act, free and harmless from and against any and all claims, demands,
liabilities and expenses (including the cost of investigating or defending
such claims, demands or liabilities and any counsel fees incurred in
connection therewith) which the Distributor, its officers, directors or any
such controlling person may incur under the 1933 Act or the 1940 Act, or
under common law or otherwise, arising out of or based upon any untrue
statement of a material fact contained in the registration statement or
prospectus relating to the Company or arising out of or based upon any
alleged omission to state a material fact required to be stated in either
thereof or necessary to make the statements in either thereof not
misleading, except insofar as such claims, demands, liabilities or
expenses arise out of or are based upon any such untrue state-ment or
omission or alleged untrue statement or omission made in reliance upon
and in conformity with information in writing provided by the Distributor
to the Company for use in the registration statement or prospectus
relating to the Company; provided, however, that this indemnity
agreement, to the extent that it might require indem-nity for liability
arising under the 1933 Act of any person who is also an officer or
direc-tor of the Company or who controls the Company within the meaning
of Section 15 of the 1933 Act, shall not inure to the benefit of such
officer, director or controlling person unless a court of com-petent
jurisdiction shall determine, or it shall have been determined by
controlling precedent, that such result would not be against public policy
as expressed in the 1933 Act; and further provided, that in no event shall
anything contained herein be so construed as to protect the Distributor
against any liability to the Company or to its security holders to which
the Distributor would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence, in the performance of its
duties, or by reason of its reckless disregard of its obligations under this
Agreement. The Company's agreement to indemnify the Distributor, its
officers and directors and any such controlling person as aforesaid is
expressly conditioned upon the Company being prompt-ly notified of any
action brought against the Distributor, its officers or directors, or any
such controlling person, such notification to be given by letter or
telegram addressed to the Company at its principal business office. The
Company agrees to promptly notify the Distributor of the commencement
of any litigation or proceed-ings against it or any of its officers or
directors in connection with the issue and sale of any Shares.
The Distributor agrees to indemnify, defend and hold the Company,
its officers and directors and any person who controls the Company, if
any, within the meaning of Section 15 of the 1933 Act free and harmless
from and against any and all claims, demands, liabilities and expenses
(including the cost of investigating or defending such claims, demands or
liabilities and any counsel fees incurred in connection therewith) which
the Company, its directors or officers or any such controlling person may
incur under the 1933 Act or under common law or otherwise, but only to
the extent that such liability or expense incurred by the Company, its
directors or officers or such controlling person resulting from such
claims or demands shall arise out of or be based upon any alleged untrue
statement of a material fact contained in information furnished in writing
by the Distributor to the Company for use in the Company's registration
statement or prospec-tus or shall arise out of or be based upon any
alleged omission to state a material fact in connection with such
information not misleading or shall arise out of or be based on any false
or mis-leading or allegedly false or misleading sales literature relat-ing
to the Company and prepared by the Distributor. The Distributor's
agreement to indemnify the Company, its directors and officers, and any
such controlling person as aforesaid is expressly conditioned upon the
Distributor being promptly noti-fied of any action brought against the
Company, its officers or directors or any such controlling person, such
notification being given to the Distributor at its principal business office.
11. Compliance with Securities Laws. The Company represents
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that it is registered as an open-end diversified management investment
company under the 1940 Act, and agrees that it will comply with all of
the provisions of such Act and of the rules and regulations thereunder.
The Company and the Distributor each agree to comply with all of the
applicable terms and provisions of the 1940 Act, the 1933 Act and,
subject to the following provisions of this paragraph 11, all applicable
state securities ("Blue Sky") laws. The Dis-tributor agrees to comply
with all of the applicable terms and provisions of the Securities Exchange
Act of 1934. The Company will cooperate with the Distributor (to the
extent of supplying all necessary documents, exhibits and information),
and will execute and permit to be filed with the proper public bodies, such
applications (including amendments and renewals thereof), instruments,
papers and exhibits as may be appropriate to enable the Shares to be
offered for sale under the laws of such states as the Distributor shall
reasonab-ly determine, and will cooperate with the Distributor in the
presen-tation of said applications (including amendments and renew-als
thereof), to the end that Shares may be qualified in such states under the
respec-tive Blue Sky laws thereof; provided that the Company shall not be
required to amend its Articles of Incorporation or By-Laws to comply with
the laws of any state, to maintain an office in any state, to change the
terms of the offering of Shares in any state from the terms set forth in
its registration state-ment and prospectus, to qualify as a foreign
corporation in any state or to consent to service of process in any state
other than with respect to claims arising out of Shares. The Distributor
will furnish to the Company any information known to the Distr-ibu-tor
which is necessary or desirable in the preparation of the Comp-any's
registration statement and prospectus and any amendments or
supplements thereto.
12. Effective Period: Termination. This Agreement shall become
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effective for an initial period of not more than two years from the date of
its execution, and shall continue in full force and effect continuously
thereafter provided that such continuance is approved at least annually as
required by the 1940 Act. This Agreement shall automatically terminate
in the event of its assignment (as defined by the 1940 Act). In addition,
this Agreement may be terminated at any time, without penalty, by either
party on not more than sixty days' nor less than thirty days' written notice
delivered or mailed by registered mail, postage prepaid, to the other party.
IN WITNESS WHEREOF, Venture Worldwide Series, Inc. and
Selected/Venture Advisers, L.P. have caused this instrument to be signed
in several counterparts, each of which shall be an origin-al and which
together shall constitute one and the same Agreement, by an officer or
officers thereunto duly authorized, as of the day and year first above
written.
VENTURE WORLDWIDE SERIES, INC.
By:
Its:
VENTURE ADVISERS, L.P.
By:
Its:
