IDEX SERIES FUND
ON BEHALF OF IDEX VALUE EQUITY PORTFOLIO
INVESTMENT COUNSEL AGREEMENT
This Agreement is entered into as of October 30, 1996, between INTERSECURITIES,
INC., a Delaware corporation (referred to herein as "ISI"), and NWQ Investment
Management Company, Inc., a Massachusetts corporation (referred to herein as
"NWQ").
WHEREAS, ISI entered into a Management and Investment Advisory Agreement
(referred to herein as the "Advisory Agreement"), dated October 30, 1996, with
IDEX Series Fund, a Massachusetts business trust (referred to herein as the
"Fund") on behalf of the IDEX Series Fund Value Equity Portfolio (the
"Portfolio"), under which ISI has agreed, among other things, to act as
investment adviser to the Fund;
WHEREAS, the Advisory Agreement provides that ISI may engage NWQ to furnish
investment information and advice to assist ISI in carrying out its
responsibilities under the Advisory Agreement as investment adviser to the
Portfolio; and
WHEREAS, it is the purpose of this Agreement to express the mutual agreements of
the parties hereto with respect to the services to be provided by NWQ to ISI 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. SERVICES OF NWQ. NWQ shall act as investment counsel to ISI. In this
capacity, NWQ shall have the following responsibilities:
(a) to furnish continuous investment information, advice and recommendations to
ISI as to the acquisition, holding or disposition of any or all of the
securities or other assets which the Portfolio may own or contemplate
acquiring from time to time;
(b) to cause its officers to attend meetings of ISI or the Fund and furnish
oral or written reports, as ISI may reasonably require, in order to keep
ISI and its officers and the Trustees of the Fund and appropriate officers
of the Fund fully informed as to the condition of the investment portfolio
of the Portfolio, the investment recommendations of NWQ, and the investment
considerations which have given rise to those recommendations;
(c) to furnish such statistical and analytical information and reports as may
reasonably be required by ISI from time to time; and
(d) to supervise the purchase and sale of securities as directed by the
appropriate officers of the Fund or of ISI.
2. OBLIGATIONS OF ISI. ISI shall have the following obligations under this
Agreement:
(a) to keep NWQ continuously and fully informed as to the composition of the
Portfolio's investment portfolio and the nature of the Portfolio's assets
and liabilities from time to time;
(b) to furnish NWQ with a certified copy of any financial statement or report
prepared for the Portfolio by certified or independent public accountants,
and with copies of any financial statements or reports made by the Fund to
its shareholders or to any governmental body or securities exchange;
(c) to furnish NWQ with copies of the Fund's Declaration of Trust, By-laws, and
current registration statement and any amendments thereto applicable to the
Portfolio, together with any further materials or information which NWQ may
reasonably request to enable it to perform its functions under this
Agreement; and
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(d) to compensate NWQ for its services under this Agreement by the payment of
fees equal to (i) 40% of the fees received by ISI pursuant to Section 6 of
the Advisory Agreement for services rendered by ISI to the Portfolio during
the term of this Agreement, less (ii) 40% of any amount reimbursed to the
Portfolio by ISI pursuant to the provisions of Section 8 of the Advisory
Agreement. In the event that this Agreement shall be effective for only
part of a period to which any such fee received by ISI is attributable,
then an appropriate proration of the fee that would have been payable
hereunder if this Agreement had remained in effect until the end of such
period shall be made, based on the number of calendar days in such period
and the number of calendar days during the period in which this Agreement
was in effect. The fees payable to NWQ hereunder shall be payable upon
receipt by ISI from the Portfolio of fees payable to ISI under Section 5 of
the Advisory Agreement.
3. TREATMENT OF INVESTMENT ADVICE. ISI shall treat the investment information,
advice and recommendations of NWQ as being advisory only, and shall determine
the extent to which such advice and recommendations shall be passed on to the
Portfolio or incorporated in investment advice by ISI to the Portfolio. ISI may
direct NWQ to furnish its investment information, advice and recommendations
directly to officers or Trustees of the Fund.
4. PURCHASES BY AFFILIATES. Neither NWQ nor any of its officers or Directors
shall take a long or short position in the securities issued by the Fund. This
prohibition, however, shall not prevent the purchase from the Fund of shares
issued by the Fund by the officers and Directors of NWQ (or deferred benefit
plans established for their benefit) at the current price available to the
public, or at such price with reductions in sales charge as may be permitted in
the Fund's current prospectus in accordance with Section 22(d) of the Investment
Company Act of 1940.
5. LIABILITY OF NWQ NWQ may rely on information reasonably believed by it to be
accurate and reliable. Except as may otherwise be provided by the Investment
Company Act of 1940, neither NWQ nor its officers, directors, employees or
agents shall be subject to any liability to the Fund or any shareholders of the
Fund for any error of judgment, mistake of law or any loss arising out of any
investment or other act or omission in the course of, connected with or arising
out of any service to be rendered hereunder, except by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of reckless disregard of its obligations and duties under this
Agreement.
6. COMPLIANCE WITH LAWS. NWQ represents that it is, and will continue to be
throughout the term of this Agreement, an investment adviser registered under
all applicable federal and state laws. In all matters relating to the
performance of this Agreement, NWQ will act in conformity with the Fund's
Declaration of Trust, Bylaws, and current registration statement applicable to
the Portfolio and with the instructions and direction of ISI and the Fund's
Trustees, and will conform to and comply with the Investment Company Act of
1940, as amended (the "1940 Act") and all other applicable federal or state laws
and regulations.
7. TERMINATION. This Agreement shall terminate automatically upon the
termination of the Advisory Agreement. This Agreement may be terminated at any
time, without penalty, by ISI or by the Fund by giving 60 days' written notice
of such termination to NWQ at its principal place of business, provided that
such termination is approved by the Board of Trustees of the Fund or by vote of
a majority of the outstanding voting securities (as that phrase is defined in
Section 2(a)(42) of the 0000 Xxx) of the Fund. This Agreement may be terminated
at any time by NWQ. by giving 60 days' written notice of such termination to the
Fund and ISI at their respective principal places of business.
8. ASSIGNMENT. This Agreement shall terminate automatically in the event of any
assignment (as that term is defined in Section 2(a)(4) and the rules thereunder
of the 0000 Xxx) of this Agreement.
9. TERM. This Agreement shall continue in effect, unless sooner terminated in
accordance with its terms, for an initial term ending April 22, 1998, and shall
continue in effect from year to year thereafter only so long as such continuance
is specifically approved at least annually by the vote of a majority of the
Trustees of the Fund who are not parties hereto or interested persons (as the
term is defined in Section 2(a)(19) of the 0000 Xxx) of any such party, cast in
person at a meeting called for the purpose of voting on the approval of the
terms of such renewal, and by either the Trustees of the Fund or the affirmative
vote of a majority of the outstanding voting securities of the Fund (as that
phrase is defined in Section 2(a)(42) of the 1940 Act).
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10. AMENDMENTS. This Agreement may be amended only with the approval by the
affirmative vote of a majority of the outstanding voting securities of the
Portfolio (as that phrase is defined in Section 2(a)(42) of the 0000 Xxx) and
the approval by the vote of a majority of the Trustees of the Fund who are not
parties hereto or interested persons (as that term is defined in Section
2(a)(19) of the 0000 Xxx) of any such party, cast in person at a meeting called
for the purpose of voting on the approval of such amendment, unless otherwise
permitted in accordance with the 1940 Act.
11. PRIOR AGREEMENTS. This Agreement supersedes all prior 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 above written.
ATTEST: NWQ INVESTMENT MANAGEMENT
COMPANY, INC.
/S/ /S/
Xxxx Xxxx Xxxxxx BY: Xxxxx X. Xxxxx, CFA
Secretary Title: President
ATTEST: INTERSECURITIES, INC.
/S/ BY: /S/
Xxxxxxx X. Xxxxxx G. Xxxx Xxxxxx
Secretary President and Chief Executive Officer
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