EXHIBIT 23(H)(2)
ADMINISTRATIVE SERVICES AGREEMENT
IDEX MUTUAL FUNDS
ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is entered into as of July 1, 2002 by IDEX Mutual Funds
(the "Fund"), a Massachusetts business trust, and AEGON/Transamerica Fund
Services, Inc. ("ATFS"), a Florida corporation.
WHEREAS, the Fund is a diversified, open-end management investment
company consisting of separate series or investment portfolios (the
"Portfolios" or "Portfolio");
WHEREAS, ATFS is an administrative services company located at 000
Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx, 00000, and is a wholly-owned
subsidiary of Western Reserve Life Assurance Co. of Ohio;
WHEREAS, the Fund seeks to engage ATFS to furnish the Fund with
administrative services to assist the Fund in carrying out certain of its
functions and operations;
WHEREAS, ATFS desires to provide administrative services to the Fund,
in accordance with the terms of this Agreement; and
WHEREAS, it is the purpose of this Agreement to express the mutual
agreement of the parties hereto with respect to the services to be provided by
ATFS to the Fund and the terms and conditions under which such services will be
rendered;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, the parties hereto agree as follows:
1. ADMINISTRATIVE SERVICES PROVIDED. ATFS shall provide
supervisory and administrative services to each
Portfolio of the Fund. Subject to the overall
supervision of the Board of Trustees of the Fund,
ATFS shall furnish to each Portfolio:
- The services of personnel to supervise and
perform all administrative, clerical,
recordkeeping and bookkeeping services of
the Fund;
- To the extent agreed upon by the parties
hereto from time to time, monitor and
verify Investors Bank & Trust Company's
daily calculation of net asset values;
- Preparation and filing of all returns and
reports in connection with federal, state
and local taxes;
- Shareholder relations functions, including
preparation of notices to shareholders;
- Regulatory reporting and compliance,
including preparation of any required
amendments, supplements or renewals of
registration statements, qualifications or
prospectuses under the Securities Act of
1933 and the securities laws of any states
or territories subsequent to the
effectiveness of the initial registration
statement under the Securities Act of 1933;
- All other matters relating to the operation
of the Portfolios, other than investment
management and distribution functions;
- Supervise and coordinate the Fund's
custodian and its dividend disbursing agent
and monitor their service to each
Portfolio;
- Assist each Portfolio in preparing reports
to shareholders; and
- Provide office space, telephones and other
office equipment as necessary in order for
ATFS
to perform administrative services to the
Fund and described herein.
2. OBLIGATIONS OF EACH PORTFOLIO OF THE FUND.
Each Portfolio shall have the following
obligations under this Agreement:
(a) to provide ATFS with access to all
information, documents and records
of and about each Portfolio that
are necessary for ATFS to carry
out the performance of its duties
under this Agreement;
(b) to furnish ATFS with a certified
copy of any financial statement or
report prepared for any Portfolio
by certified or independent public
accountants, and with copies of
any financial statements or
reports made by such Portfolio to
its shareholders or to any
governmental body or securities
exchange; and
(c) to reimburse ATFS for the services
performed by ATFS pursuant to
Section 1 of this Agreement during
its terms, on a costs incurred
basis. ATFS shall be responsible
for providing all personnel,
materials, and other resources
necessary in order for ATFS to
perform its obligations under
Section 1 of this Agreement. The
Fund will in turn reimburse ATFS
for the expense of such personnel,
materials, and other resources by
paying to ATFS an amount equal to
the cost of such personnel,
materials and other resources, as
incurred by ATFS in a calendar
month, within fifteen calendar
days following the end of such
calendar month. In the event that
this Agreement shall be effective
for only part of a calendar month,
the amount to be paid by the Fund
to ATFS with respect to such
calendar month will be based on
costs incurred during the term of
effectiveness. Expenses reimbursed
by the Fund pursuant to this
Section 2(c) shall be paid by each
Portfolio in relative proportion
to the net asset value of each
Portfolio.
3. INVESTMENT COMPANY ACT COMPLIANCE. In
performing services hereunder, ATFS shall
at all times comply with applicable
provisions of the Investment Company Act of
1940, as amended (the "1940 Act") and any
other federal or state securities laws. In
addition, and without limiting the
foregoing, this Agreement is subject to the
1940 Act and rules thereunder; to the
extent that any provision of this Agreement
would require a party to take any action
prohibited by the 1940 Act and rules
thereunder, or would preclude an party from
taking any action required by the 1940 Act
and rules thereunder, then it is the
intention of the parties hereto that such
provision shall be enforced only to the
extent permitted under the 1940 Act and
rules thereunder; and that all other
provisions of this Agreement shall remain
valid and enforceable as if the provision
at issue had never been a part hereof.
4. RECORDS. ATFS recognizes and agrees that,
pursuant to Rule 31a-3 under the 1940 Act,
records required to be maintained by the
Fund pursuant to Rule 31a-1 and/or Rule
31a-2 under the 1940 Act that are
maintained by ATFS, for and on behalf of
the Fund, are the property of the Fund;
shall be maintained, updated, preserved,
and made available in accordance with the
1940 Act and rules thereunder; and will be
surrendered promptly to the Fund upon
request.
5. TERM AND TERMINATION.
(a) This Agreement shall continue in
effect until terminated pursuant
to provisions hereof.
(b) This Agreement may be terminated
at any time, without penalty, by
the Fund by giving 60 days'
written notice of such termination
to ATFS at its principal place of
business; or may be terminated at
any time by ATFS by giving 60
days' written notice of such
termination to the Fund at its
principal place of business.
6. AMENDMENTS. This Agreement may be amended
only by written instrument signed by the
parties hereto.
7. PRIOR AGREEMENTS. This Agreement supercedes
all prior written agreements between the
parties relating to the subject matter
hereof, and all such prior agreements are
deemed terminated upon the effectiveness of
this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.
ATTEST: IDEX MUTUAL FUNDS
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxx
------------------- --------------------
Name: Xxxx X. Xxxxxx Name: Xxxxx X. Xxxxx
Title: Vice President, Secretary Title: President and Chief Executive
And General Counsel Officer
ATTEST: AEGON/TRANSAMERICA FUND SERVICES, INC.
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxx
------------------------------- --------------------
Name: Xxxx X. Xxxxxx Name: Xxxxx X. Xxxxx
Title: Vice President, Secretary Title: President and Chief Executive
And General Counsel Officer
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