EXHIBIT (5) (A)
VENTURE MUNI (+) PLUS, INC.
NEW ADVISORY AGREEMENT
April 15, 1993
Venture Advisers, L.P.
000 Xxxx Xxxxx Xxxxxx
Xxxxx Xx, XX 00000
Dear Sirs:
We herewith confirm our agreement with you as follows:
1. We desire to employ the capital of Venture Muni (+) Plus, Inc. (the
"Company") by investing and reinvesting the same in securit-ies of the
type and in accordance with the limitations specified in the registration
statement under the Securities Act of 1933 and the Investment Company
Act of 1940, 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. 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 certain 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 fees
and commissions; (vii) stockholders' and Directors' meetings; (viii)
corporate reports and proxy materials, including their prepara-tion,
printing and distribution; (ix) fees of disinter-ested Directors; (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 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 (xvii) above, and any other services not directly relating to investment
and reinvest-ment of our capital, upon such terms and conditions as we
may agree and subject to the approval and review of our Board of
Directors.
6. 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
MONTHLY RATE OF THE FUND DURING THE MONTH
------------ ----------------------------
1/12 of .750% of ............................ First $250 Million
1/12 of .650% of ............................ Next $250 Million
1/12 of .550% of ............................ 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. 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.
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 0000 Xxx) 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. In demon-strat-ing that such determinations were made
in good faith, you shall be prepared to show that all commissions were
allocated and paid in accordance with this agreement, that commissions
were not allocated or paid for products or services which were readily and
customarily available and offered to the public on a commercial basis and
that the commissions were within a reasonable range shall be based on
any available information as to the level of commissions known to be
charged by qualified brokers on com-parable transactions, but taking into
account (i) the provisions of this agreement relating to obtaining the most
favorable securities price, since it is recognized by our Board of
Direc-tors and shareholders that it usually is more beneficial to us to
obtain a favorable price than to pay the lowest commission; and (ii) that
research from brokers is useful to you in perform-ing your advisory
activities under this Agreement.
(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".
(d) In selecting brokers for our portfolio transac-tions, you shall
make use of a list of a number of brokers which you and we believe, based
on past and current experience, are qualified to execute our portfolio
transactions. The brokers on the list will ordinarily be used for our
portfolio transactions, but other brokers may be used in accordance with
the principles of this agreement. The brokers on the list may be changed
from time to time and will include members of the major and regional
securities exchanges and certain non-member brokers.
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 of
not more than two years from its effective date, and shall continue in full
force and effect continuously there-after, if its continuance is approved
at least annually as required by the Investment Company Act of 1940. The
effective date of this Agreement shall be the later of (i) April 15, 1993,
or (ii) the date this Agreement has been approved as required by the
Invest-ment Company Act of 1940. As of such effective date, this
Agreement shall supersede all prior investment advisory agree-ments
between the parties. This Agree-ment may be terminated at any time,
without the payment of any penal-ty, by our Board of Directors or by vote
of a majority of our out-standing 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 ("Fund"). In the event that the Company shall create
additional Funds, this Agreement shall apply to and be effective as to each
such Fund, provided that the Agreement is approved as required by the
Investment Company Act of 1940. The effective date of the Agreement as
to each such Fund shall be the date that it is so approved or any later date
as shall be agreed to by the parties.
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 MUNI (+) PLUS, INC.
By: __________________________________
Chairman
Its: _________________________________
Accepted as of the day and year first above written.
VENTURE ADVISERS, L.P.
By: VENTURE ADVISERS, INC., General Partner
By: _________________________________
Its: Senior Vice President
_________________________________
