IDEX II SERIES FUND
ADMINISTRATIVE SERVICES AGREEMENT
for the IDEX II Flexible Income Portfolio Series
This Agreement is entered into as of August 5, 1993 by Idex Management
Inc., a Delaware corporation ("Idex Management"), and InterSecurities, Inc., a
Delaware corporation (the "Distributor").
WHEREAS, Idex Management has entered into a Management and Investment
Advisory Agreement (referred to herein as the "Advisory Agreement"), dated
August 5, 1993 with IDEX II Series Fund, a Massachusetts business trust
(referred to herein as the "Trust"), under which Idex Management has agreed,
among other things, to provide management and administrative services to a
certain series of beneficial interest in the Trust, namely, IDEX II Flexible
Income Portfolio (the "Portfolio").
WHEREAS, the Advisory Agreement provides that Idex Management may engage
the Distributor to furnish it with management and administrative services to
assist Idex Management in carrying out certain of its functions under the
Advisory Agreement.
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
the Distributor to Idex Management 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 the Distributor. The Distributor shall provided executive
and management services to Idex Management and the Portfolio. Subject to the
overall supervision of Idex Management and the Trustees of the Trust, the
Distributor shall furnish to the Portfolio the services of executive and
administrative personnel to supervise the performance of all administrative,
recordkeeping, shareholder relations, regulatory reporting and compliance, and
all other functions of the Portfolio other than the investment function, and
shall supervise and coordinate the Trust's Custodian and its Transfer Agent and
monitor their services to the Portfolio. The Distributor shall also assist Idex
Management and the Portfolio in maintaining communications and relations with
shareholders of the Portfolio, answer shareholder inquiries or supervise such
activity by the Trust's transfer agent, assist in preparation of reports to
shareholders of the Portfolio and prepare sales literature promoting the sale of
Portfolio shares as requested by Idex Management and the Portfolio. The
Distributor shall provide the Portfolio with necessary office space, telephones
and other communications facilities.
2. Obligations of Idex Management. Idex Management shall have the following
obligations under this Agreement:
(a) to provide the Distributor with access to all information, documents
and records of and about the Portfolio that are necessary to permit the
Distributor to carry out its functions and responsibilities under this
Agreement;
(b) to furnish the Distributor 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 Portfolio to its shareholders or to any governmental body or securities
exchange;
(c) to compensate the Distributor for its services under this Agreement by
the payment of fees equal to (i) 50% of the fees received by Idex Management
pursuant to the Advisory Agreement for services rendered by Idex Management to
the Portfolio during the term of this Agreement, less (ii) 50% of any amount
reimbursed to the Portfolio by Idex Management pursuant to the provisions of the
Advisory Agreement to the extent that such reimbursement exceeds the aforesaid
amount paid by the Portfolio to Idex Management. In the event that this
Agreement shall be effective for only part of a period to which any such fee
received by Idex Management 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 the Distributor
hereunder shall be payable upon receipt by Idex Management from the Portfolio of
fees payable to Idex Management under the Advisory Agreement.
(d) the fees payable to the Distributor under paragraph (c) above shall,
notwithstanding the provisions of paragraph (c), be subject to reduction as
follows: If on December 31 of 1993 and each year thereafter ("Target Date") the
aggregate actual net assets on that date of the Trust, IDEX Fund, IDEX Fund 3
and any other registered investment company sponsored by Idex Management,
containing the name IDEX or with respect to which Idex Management acts as
investment adviser or administrator, and to which Janus Capital Corporation
("Janus Capital") provides investment advice (the "Advised Funds") are less that
the applicable Target Net Assets specified in Table 1 below, then Idex
Management shall pay to Janus Capital a percentage, as specified in Table 2
below, of the Net Fee otherwise payable to the Distributor pursuant to paragraph
(c) above.
Table 1
Advised Funds
Target Date Target Net Assets
December 31, 1993 (and $950 million
December 31 of each
year thereafter)
The percentage of the Net Fee otherwise payable to the Distributor pursuant
to paragraph (c) above that is instead payable to Janus Capital shall be
determined by the percentage that on the applicable Target Date the aggregate
actual net assets of the Advised Funds are less than the applicable Target Net
Assets of the Advised Funds ("Shortfall of Target") in accordance with Table 2
below:
Table 2
Shortfall of Target Percentage of Net Fee
5% - 10% 10%
Over 10% - 20% 20%
Over 20% - 30% 30%
Over 30% 40%
No fees shall be payable to Janus Capital and no reduction in the fees
payable to the Distributor under this paragraph (d) shall be made for any year
if, for the five-year period ending December 31 of the preceding year, the
respective total returns of a majority of the Advised Funds that have the
objective of investing primarily in equity securities with such a five-year
record (and with respect to which Janus Capital shall have provided investment
advice for all of such five years and for the then current year) are not in the
top one-third of their respective fund categories as determined by Lipper
Analytical Services, Inc. or its successor (or if no successor exists, by a
mutually agreed upon statistical service).
3. Investment Company Act Compliance. In performing services hereunder, the
Distributor shall at all times comply with the applicable provisions of the
Investment Company Act of 1940 and any other federal or state securities laws.
4. Purchase by Affiliates. Neither the Distributor nor any of its officers
shall take a long or short position in the securities issued by the Portfolio.
The prohibition, however, shall not prevent the purchase from the Portfolio of
shares issued by the Portfolio by the officers and Directors of the Distributor
(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 by the Portfolio's current prospectus, in accordance with Section
22 of the Investment Company Act of 1940.
5. Term and Termination. This Agreement shall continue in effect until
terminated pursuant to the provisions hereof. This Agreement shall terminate
automatically upon the termination of the Advisory Agreement. This Agreement may
be terminated at any time, without penalty, by Idex Management or by the Trust
by giving 60 days' written notice of such termination to the Distributor at its
principal place of business, or may be terminated at any time by the Distributor
by giving 60 days' written notice of such termination to the Trust and Idex
Management at their respective principal places of business.
6. Assignment. This Agreement shall terminate automatically in the event of
any assignment (as that term is defined in Section 2(a)(4) of the Investment
Company Act of 1940, as amended) of this Agreement.
7. Amendments. This Agreement may be amended only by written instrument
signed by the parties hereto.
8. 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: INTERSECURITIES, INC.
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxx X. Xxxxxx
__________________________ By: __________________________
Xxxxxxx X. Xxxxxx, Secretary Xxxx X. Xxxxxx
Chairman of the Board
Attest: IDEX MANAGEMENT, INC.
/s/ Xxxxxxx X. Xxxxxx /s/ G. Xxxx Xxxxxx
__________________________ By: __________________________
Xxxxxxx X. Xxxxxx, Secretary G. Xxxx Xxxxxx
President and Chief Executive Officer
