Venture Income (+) Plus, Inc.
124 East Marcy Street
Santa Fe, New Mexico 87501
1-800-279-0279
____________________________
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 22, 1995
Enclosed are your Proxy Statement and Proxy for a special meeting
(the "Special Meeting") of the shareholders of Venture Income (+) Plus,
Inc., (the "Fund") which will be held at the office of the Fund, 124 East
Marcy Street, Santa Fe, New Mexico on Friday, September 22, 1995 at 9:00
a.m. Mountain Daylight Savings Time to consider a Sub-Advisory
Agreement between Selected/Venture Advisers, L.P., the Investment
Adviser of the Fund, and Stamper Capital & Investments, Inc.
The proposal is described in the attached Proxy Statement, which
should be read carefully. Only shareholders of record on August 11, 1995
will be entitled to vote at the Special Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Raymond O. Padilla
Secretary
August 21, 1995
SHAREHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON AUGUST 11,
1995 ARE ENTITLED TO VOTE AT THE SPECIAL MEETING. WHILE WE WOULD
LIKE VERY MUCH TO HAVE EACH OF YOU AT THE SPECIAL MEETING, WE
REALIZE THIS MAY NOT BE POSSIBLE. HOWEVER, WHETHER OR NOT YOU
ATTEND THE SPECIAL MEETING, YOUR VOTE IS IMPORTANT. TO SECURE
REPRESENTATION OF THE MOST SHARES POSSIBLE AND TO SAVE THE
EXPENSE OF FURTHER MAILINGS, PLEASE MARK YOUR PREFERENCES, SIGN,
DATE AND RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE. YOU MAY
REVOKE YOUR PROXY AT ANY TIME BEFORE THE SPECIAL MEETING OR VOTE IN
PERSON IF YOU ATTEND THE SPECIAL MEETING.
<PAGE>
Venture Income (+) Plus, Inc.
124 East Marcy Street
Santa Fe, New Mexico 87501
1-800-279-0279
______________________________
PROXY STATEMENT
August 21, 1995
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Venture Income (+)
Plus, Inc. to be used at the Special Meeting of the shareholders of the Fund
which will be held at the office of the Fund, 124 East Marcy Street, Santa
Fe, New Mexico on Friday, September 22, 1995 at 9:00 a.m. Mountain
Daylight Savings Time and at any adjournment thereof, for the purposes
set forth in the accompanying Notice.
This Proxy Statement and the accompanying Proxy are first being
sent to shareholders of the Fund on or about August 21, 1995. All
expenses related to the meeting will be borne by the Adviser.
Proxies are solicited by mail. Additional solicitations may be made
by telephone, telegraph or personal contact by officers and employees of
the Adviser or its general partner. A Proxy which has been executed and
returned may be revoked by any shareholder prior to the voting of the
Proxy on any matter. Proxies may be revoked by voting in person at the
Special Meeting or by writing to the Secretary of the Fund at 124 East
Marcy Street, Santa Fe, New Mexico 87501 at any time before the Special
Meeting.
Shares represented by Proxies that are executed and returned will be
voted at the Special Meeting in accordance with the instructions contained
therein. In the absence of any instructions, such shares will be voted for
the approval of the Proposed Sub-Advisory Agreement. Proxies which are
returned but which are marked "Abstain" or on which a broker has declined
to vote on any proposal will be counted as present for the purposes of a
quorum; however, those shares will not be counted as voted for purposes
of determining the approval of any matter submitted. Any adjournment
will be determined in a manner consistent with the shareholder votes on
the foregoing proposal. A quorum is the presence in person or by proxy of
a majority of the shares outstanding on the record date. There is no
matter requiring a class vote. Each dollar of net asset value per share is
entitled to one vote. As of the record date, there were ____________
shares outstanding.
SUB-ADVISORY AGREEMENT
Stamper Capital & Investments, Inc. ("Stamper Capital"), will enter
into a Sub-Advisory Agreement (the "Agreement") with the Fund's
Investment Adviser, Selected/Venture Advisers, L.P., (the "Adviser"), 124
East Marcy Street, Santa Fe, New Mexico 87501, whereby Stamper Capital
will manage the investments of the Fund. The Agreement is set forth in
full as Exhibit A hereto. The Agreement was approved by the Board of
Directors of the Fund (including a majority of the directors who are not
parties to the Agreement, have no financial interest in the Agreement and
are not "interested persons" (as defined in the Investment Company Act of
1940) of any party to the Agreement (the "Independent Directors")) on July
31, 1995 and will take effect on the later of October 1, 1995 or the first
business day after it receives shareholder approval. In addition, to be
effective, the Agreement must be approved by a majority of the
outstanding shares of the Fund eligible to vote at this meeting, which
means the affirmative vote of the lesser of (i) 67% of such shares if the
holders of more than 50% of such shares are present or represented by
proxy or (ii) more than 50%
<PAGE>
of such shares eligible to vote (hereafter such vote is "majority vote of the
shareholders"). Your approval is therefore requested at this meeting.
Under the Agreement, Stamper Capital will manage the day-to-day
investments of the Fund. Stamper Capital will be responsible for
complying with stated policies and applicable laws, including compliance
with Stamper Capital's Code of Ethics. Stamper Capital will receive from
the Adviser a fee equal to 30% of the fees received by the Adviser from
the Fund. The Adviser is paid a fee based on the Funds average daily net
assets at the annual rate of 0.75% of the first $250 million, 0.65% of the
next $250 million and 0.55% of such assets over $500 million. All the
fees paid to Stamper Capital will be paid by the Adviser and not the Fund.
The fees paid by the Fund will not be affected by the Agreement. As of
August 11, 1995, the net assets of the Fund were $____. Management fees
paid by the Fund to the Adviser for the fiscal year ended March 31, 1995
were $453,243.
If approved, the Agreement will initially remain in effect for a
period not exceeding two years. Thereafter, it continues in force
year-to-year provided that such continuance is approved by the Fund's
Board of Directors, including a majority of the Independent Directors. The
Agreement will terminate in the event of its assignment (as defined in the
Investment Company Act of 1940) or in the event of the termination of the
investment advisory agreement with the Adviser. It may be terminated,
without penalty upon 60 days prior written notice by the Adviser, by the
Board of Directors of the Fund, by majority vote of the shareholders or by
Stamper Capital.
Stamper Capital is a registered investment adviser organized in
1995 by B. Clark Stamper who is its sole shareholder, chief executive
officer and sole director. However, the Adviser intends to purchase a
minority interest in Stamper Capital in the near future. Mr. Stamper has
been an officer of the Adviser, Vice President and chief portfolio manager
of the Fund since 1990. Mr. Stamper formed Stamper Capital in May, 1995
to engage independently in the business of providing investment advisory
service primarily to individual and institutional accounts, including the
Fund.
The Adviser and the Board of Directors believe it is advantageous to
the Fund to have this Agreement, which assures the continuance of Mr.
Stamper's portfolio management services on behalf of the Fund.
Concurrently with this meeting, the shareholders of Venture Muni (+) Plus,
Inc. are voting on a substantially identical sub-advisory agreement
whereby Stamper Capital will be sub-adviser to that Fund. Clark Stamper
is currently the chief portfolio manager of Venture Muni (+) Plus, Inc.
which, along with the Fund, is part of the Venture group of funds. Upon the
effectiveness of the Agreement, Mr. Stamper will no longer be an
employee of the Adviser. Under the terms of the Agreement, Stamper
Capital may not act as an investment adviser of any other investment
company without the permission of the Adviser. If the Agreement is
approved, Mr. Stamper will continue as an officer of the Fund. The
proposal does not involve any changes in the investment objectives or
policies of the Fund.
THE BOARD OF DIRECTORS RECOMMENDS APPROVAL
OF THE SUB-ADVISORY AGREEMENT
THE ADVISER
The Fund's Adviser and the national distributor of its shares is
Selected/Venture Advisers, L.P. Its address is 124 East Marcy Street,
Santa Fe, New Mexico 87501. Its sole General Partner is Venture
Advisers, Inc. Shelby M.C. Davis is the controlling shareholder of the
General Partner. The chief executive officer is Martin H. Proyect.
CERTAIN SHAREHOLDERS OF THE FUND
The following table sets forth, as of August 11, 1995, the shares of
the Fund beneficially owned by each of the Directors and Officers
individually and as a group. As of such date, the Directors and Officers as
a group owned less than
<PAGE>
1% of the shares of the Fund outstanding. To the Directors knowledge, as of
August 11, 1995, no person was the beneficial owner of more than five percent
(5%) of the Fund's outstanding shares.
Name Percent of Class Shares Owned
____ ________________ ____________
Martin H. Proyect
Shelby M.C. Davis
Wesley E. Bass
Jeremy H. Biggs
Marc P. Blum
Eugene M. Feinblatt
Jerry D. Geist
D. James Guzy
G. Bernard Hamilton
LeRoy E. Hoffberger
Christian R. Sonne
Laurence W. Levine
Edwin R. Werner
All directors and officers as a group
PROPOSALS OF SHAREHOLDERS
The Fund is not required to hold annual shareholder meetings, but
will hold special meetings as required or deemed desirable. Since the
Fund does not hold regular meetings of shareholders, the anticipated date
of the next special shareholders meeting cannot be provided. Any
shareholder proposal which may properly be included in the proxy
solicitation material for a special shareholder meeting must be received
by the Fund no later than four months prior to the date proxy statements
are mailed to shareholders.
OTHER MATTERS TO COME BEFORE THE SPECIAL MEETING
The Board of Directors of the Fund is not aware of any matters that
will be presented for action at the Special Meeting other than the matters
set forth herein. Should any other matters requiring a vote of
shareholders arise, the proxy in the accompanying form will confer upon
the person or persons entitled to vote the shares represented by such
proxy the discretionary authority to vote the shares with respect to any
such other matters in accordance with their best judgment in the interest
of the Fund.
SHAREHOLDER REPORTS
A shareholder may, without charge, receive a copy of the annual
report for the year ended March 31, 1995 by calling toll free
1-800-279-0279.
<PAGE>
EXHIBIT A
July 31, 1995
Stamper Capital & Investments, Inc.
129 Rio Vista Place
Santa Fe, NM 87501
Re: Sub-Advisory Agreement for Venture Income (+) Plus, Inc.
________________________________________________________
This is to confirm that Selected/Venture Advisers, L.P. (the "Adviser") is
retaining Stamper Capital & Investments, Inc. ("SCI") as investment
sub-adviser for the portfolio of Venture Income (+) Plus, Inc. (the "Fund").
The terms and conditions of your retention are as follows:
1. SCI shall act as the investment sub-adviser for the Fund and will
manage the investment and reinvestment of the assets of the Fund subject
to the supervision of the Board of Directors of the Fund, Selected/Venture
Advisers, L.P. (the "Adviser") and to any applicable provisions as in effect
from time to time of (a) the Articles of Incorporation and Bylaws of the
Fund, (b) the prospectus, statement of additional information and other
information set forth in the Fund's registration documents under the
Securities Act of 1933 and the Investment Company Act of 1940 ("1940
Act"), including any supplements thereto, (c) the Investment Advisory
Agreement between the Adviser and the Fund (the "Investment Advisory
Agreement"), the Adviser's and the Fund's Code of Ethics and (d) any
additional policies or guidelines established by the Fund's Board of
Directors or the Adviser. SCI acknowledges receipt of copies of the above
documents as in effect on the date of acceptance of this letter. The
Adviser agrees that it will promptly deliver to SCI any amendments,
changes or additions of or to these documents.
2. SCI agrees that all securities transactions will conform to (a) the
stated objectives and policies of the 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 the Fund, any committee thereof and the Adviser.
3. SCI shall be an independent contractor. Unless otherwise expressly
provided or authorized hereunder, or by the Board of Directors of the Fund,
SCI shall have no authority to represent the Fund or the Adviser in any way
or otherwise be an agent of the Adviser or the Fund, except with regard to
the execution of securities transactions on behalf of the Fund with
registered broker/dealers, including broker/dealers affiliated with the
Adviser, provided such transactions comply with Rule 17e-1 of the 1940
Act.
4. SCI shall provide the Adviser with any reports, analyses or other
documentation the Adviser reasonably requires to carry out its
responsibilities under its Investment Advisory Agreement with the 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 the Fund. SCI agrees, directly or
through an agent, to provide daily information in respect to the portfolio
transactions of the Fund to the Adviser. SCI agrees to provide all
documentation reasonably required by the Adviser to maintain Fund's
accounting records in accordance with the 1940 Act and 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 the Fund in the manner
and for the periods prescribed by such regulations. SCI further agrees that
all documents and records it maintains relating to the Fund, are the
property of the Fund and will be surrendered to the Adviser or the Fund
upon the request of either. SCI agrees to provide information and to allow
inspection of such documents and records at reasonable times by any
authorized representative of the Adviser, the Fund's Board of Directors or
any committee thereof, the Fund's
<PAGE>
independent public accountants or appropriate regulatory authorities. SCI
shall provide to the Adviser a copy of its Form ADV as filed with the SEC
and as amended from time to time and a written list of persons SCI has
authorized to give written and/or oral instructions to the Adviser and the
Fund custodian.
5. SCI agrees to make its personnel who are engaged in activities on
behalf of the Fund available at reasonable times for consultations with
the Adviser's personnel and the Fund's Board of Directors or any
committee thereof, including attendance at their meetings, wherever
situated. Reasonable expenses for travel, meals and lodging for such
purposes shall be reimbursed by the Adviser. In addition, personnel of SCI,
at the request of the Adviser, will attend other meetings to be scheduled
at mutually convenient times and shall be reimbursed for its reasonable
expenses in connection therewith.
6. SCI agrees to provide all office facilities, equipment and personnel for
carrying out its duties hereunder at its own expense. In addition, SCI shall
employ at its own expense and subject to the prior written approval of the
Adviser which approval shall not be unreasonably withheld (i) a public
auditing firm, (ii) attorneys and(iii) such other professional staff as in
the sole discretion of the Adviser are necessary to assure the fulfillment
of the terms and conditions of this agreement.
7. It is agreed that SCI's services are not to be deemed exclusive and SCI
shall be free to render similar services or other services to others
provided that (i) its services hereunder are not impaired and are not in
violation of federal or state securities laws and (ii) that it shall not
provide services to any registered investment company other than the
Fund or other investment companies managed by the Adviser without the
Adviser's prior express written permission.
8. In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations or duties hereunder, SCI, its officers,
directors and employees 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 of
any security. In the event of any claim, arbitration, suit, or administrative
proceedings in which SCI or the Adviser 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 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.
9. As investment sub-adviser, SCI understands that it will be responsible
for complying with all provisions of applicable law, including the 1940
Act, the Investment Advisers Act of 1940, and the Insider Trading and
Securities Fraud Enforcement Act of 1988 and all rules and regulations
thereunder. SCI agrees to adopt and comply with the "Code of Ethics of and
for Selected/Venture Advisers, L.P. and the Companies For Which It Acts
As Investment Adviser" as in effect from time to time and to keep in
effect a policy and supervisory procedures designed to prevent insider
trading.
10. The Adviser shall pay SCI a portion of the fee it receives from the
Fund under the Investment Advisory Agreement, based on the attached fee
schedule. The Adviser shall also reimburse expenses expressly approved
for reimbursement by the Adviser. Payment for SCI's services and
reimbursement of expenses approved by the Adviser shall be made
monthly, in arrears, by the 15th business day of the following month. From
time to time, with SCI's prior express written approval, the Adviser 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 SCI of its portion of the waived fees.
<PAGE>
11. This Agreement shall become effective on the later of October 1, 1995
or the first business day after the date this Agreement is approved in
accordance with the 1940 Act (provided that it is reflected in an
effective post-effective amendment under the Securities Act of 1933 and
the 1940 Act). Unless sooner terminated as hereunder provided, it shall
initially remain in effect for a period not exceeding two years.
Thereafter, subject to the termination provisions 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, SCI may continue to serve in the manner
and to the extent permitted by the 1940 Act and the rules and regulations
thereunder.
12. 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 SCI
by the Adviser or upon such sixty (60) days' written notice to SCI by the
Fund pursuant to action by its Board of Directors 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 SCI to the Adviser. 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 SCIs right to
receive payments on any unpaid balance of the compensation earned and
reimbursable expenses incurred prior to such termination. Upon receipt of
notification of termination as provided above SCI shall immediately cease
all activities in connection with the Fund except as otherwise directed by
the Adviser.
13. SCI agrees and acknowledges that the Adviser and/or the Fund is the
owner of the name and mark "Venture" and Venture Income (+) Plus, Inc. or
any part thereof and of any successor mark(s) or name(s) of the Adviser or
the Fund or any part of such successor mark(s) or name(s). SCI agrees that
it shall not use any such name or mark in any advertisement, or sales
literature or other materials promoting itself or the Fund without the
Advisers prior written consent. SCI shall not make any representations
regarding the Adviser and the Fund in any disclosure document,
advertisement, sales literature or other materials without the Advisers
prior written consent.
14. 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.
15. 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 an original and all of which together shall constitute one and the
same agreement
If the foregoing terms and conditions 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.
Sincerely,
Selected/Venture Advisers, L.P.
By Venture Advisers, Inc.,
General Partner
Martin H. Proyect, Chairman
<PAGE>
Accepted and Approved this
_____ day of ________________, 1995
Stamper Capital & Investments, Inc.
___________________________
B. Clark Stamper
President
____________________________________________________________________________
SUB-ADVISORY FEE SCHEDULE FOR STAMPER CAPITAL & INVESTMENT, INC.
30% of total management fees paid by the Fund to Selected/Venture
Advisers, L.P.
<PAGE>
Venture Income (+) Plus, Inc.
P.O. Box 8406
Boston, MA 02266-8406
Tax I.D. or Soc. Sec. No.
Account No.
Fund No.
Record Date Shares
THIS PROXY CARD IS BEING SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS.
Venture Income (+) Plus, Inc.
Proxy for Special Meeting of Shareholders
to be Held September 22, 1995
The undersigned hereby appoints LOUIS R. PROYECT and CARL R. LUFF, and
each of them the proxies of the undersigned with full power of
substitution, to vote at the Fund's Special Meeting of Shareholders of
Venture Income (+) Plus, Inc. to be held at the office of the Fund, 124 East
Marcy Street, Santa Fe, New Mexico, on Friday, September 22, 1995 at 9:00
a.m., Mountain Daylight Savings Time, and at any adjournment thereof, all
of the stock the undersigned is entitled to vote as specified below.
PROPOSAL
1) Sub-Advisory Agreement with Stamper Capital & Investments, Inc.
2) In their discretion to transact such other matters as may properly
come before the meeting or any adjournment or adjournments thereof.
I hereby ratify all that said proxies or their substitutes may do by virtue
hereof. The shares represented hereby will be voted as specified. If no
specification is indicated, the shares will be voted in favor of all
proposals.
Receipt of the Proxy Statement for this Special Meeting is acknowledged.
PLEASE RETURN BOTTOM PORTION WITH YOUR VOTE IN THE ENCLOSED
ENVELOPE AND RETAIN THE TOP PORTION
Please separate and place the bottom portion of the ballot in the enclosed
return envelope. Place the ballot so that the return address, located on
the reverse side of the ballot, appears through the window of the envelope.
Venture Income (+) Plus, Inc. PROXY VOTING MAIL-IN-STUB
PROPOSAL FOR AGAINST ABSTAIN
/_/ /_/ /_/
Venture Income (+) Plus, Inc.
Record Date Shares
Please sign exactly as name appears above. When shares are held by joint
tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Dated: , 1995
Signature(s) of Shareholder(s)
__________________________________ ________________________________
Signature Signature
