EXHIBIT 23(D)
INVESTMENT ADVISORY AGREEMENT
AMIDEX FUNDS, INC
This Agreement is made and entered into as of the 1st of October 2003 by
and between AMIDEX Funds, Inc, a Maryland Corporation (the "Funds" or the
"Company"), and Index Investments, LLC, a Pennsylvania corporation (hereinafter
referred to as "Adviser").
WHEREAS, the Company is a diversified, open-end management investment
company, registered under the Investment Company Act of 1940, as amended (the
"Act"), and authorized to issue shares representing interests in the AMIDEX35
Mutual Fund and AMIDEX Cancer Innovations & Healthcare Fund (the "Portfolios");
and
WHEREAS, Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940, and engages in the business of asset
management; and
WHEREAS, the Funds desires to retain Adviser to render certain investment
management services to the Funds and Adviser is willing to render such services;
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. OBLIGATIONS OF INVESTMENT ADVISER
(A) SERVICES. Adviser agrees to perform the following services (the
"Services") for the Funds:
(1) manage the investment and reinvestment of the Portfolios' assets;
(2) continuously review, supervise, and administer the investment program of
the Portfolios;
(3) determine, in its discretion, the securities to be purchased, retained or
sold (and implement those decisions);
(4) provide the Funds with records concerning Adviser's activities which the
Funds are required to maintain; and
(5) render regular reports to the Funds' officers and directors concerning
Adviser's discharge of the foregoing responsibilities.
Adviser shall discharge the foregoing responsibilities subject to the
control of the officers and the directors of the Funds and in compliance with
such policies as the directors may from time to time establish, and in
compliance with the objectives, policies, and limitations of the Portfolios set
forth in the Funds' prospectuses and statements of additional information, as
amended from time to time, and with all applicable laws and regulations. All
Services to be furnished by Adviser under this Agreement may be furnished
through the medium of any directors, officers or employees of Adviser or through
such other parties as Adviser may determine from time to time.
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Adviser agrees, at its own expense or at the expense of one or more of its
affiliates, to render the Services and to provide the office space, furnishings,
equipment and personnel as may be reasonably required in the judgment of the
Board of Directors of the Funds to perform the Services on the terms and for the
compensation provided herein. Adviser shall authorize and permit any of its
officers, directors and employees, who may be elected as directors or officers
of the Funds, to serve in the capacities in which they are elected.
Except to the extent expressly assumed by Adviser herein and except to the
extent required by law to be paid by Adviser, the Funds shall pay all costs and
expenses in connection with its operation and organization.
(B) BOOKS AND RECORDS. All books and records prepared and maintained by
Adviser for the Funds under this Agreement shall be the property of the Funds
and, upon request therefor, Adviser shall surrender to the Funds such of the
books and records so requested.
2. PORTFOLIO TRANSACTIONS. Adviser is authorized to select the brokers or
dealers that will execute the purchases and sales of portfolio securities for
the Portfolios and is directed to use its best efforts to obtain the best net
results as described in the Funds' prospectuses from time to time. Adviser may,
in its discretion, purchase and sell portfolio securities from and to brokers
and dealers who provide the Portfolio with research, analysis, advice and
similar services, and Adviser may pay to these brokers and dealers, in return
for research and analysis, a higher commission or spread than may be charged by
other brokers and dealers, provided that Adviser determines in good faith that
such commission is reasonable in terms either of that particular transaction or
of the overall responsibility of Adviser to the Funds and its other clients and
that the total commission paid by the Funds will be reasonable in relation to
the benefits to the Portfolios over the long-term. Adviser will promptly
communicate to the officers and the directors of the Funds such information
relating to portfolio transactions as they may reasonably request.
3. COMPENSATION OF ADVISER. The Funds will pay to Adviser on the last day
of each month a fee at an annual rate equal to 0.80% of the daily average net
asset value of the Portfolios, such fee to be computed daily based upon the net
asset value of the Portfolios as determined by a valuation made in accordance
with the Funds' procedure for calculating Portfolio net asset value as described
in the Funds' Prospectus and/or Statement of Additional Information. During any
period when the determination of a Portfolio's net asset value is suspended by
the directors of the Funds, the net asset value of a share of that Portfolio as
of the last business day prior to such suspension shall, for the purpose of this
Paragraph 3, be deemed to be net asset value at the close of each succeeding
business day until it is again determined.
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4. STATUS OF INVESTMENT ADVISER. The services of Adviser to the Funds are
not to be deemed exclusive, and Adviser shall be free to render similar services
to others so long as its services to the Funds are not impaired thereby. Adviser
shall be deemed to be an independent contractor and shall, unless otherwise
expressly provided or authorized, have no authority to act for or represent the
Funds in any way or otherwise be deemed an agent of the Funds. Nothing in this
Agreement shall limit or restrict the right of any director, officer or employee
of Adviser, who may also be a director, officer, or employee of the Funds, to
engage in any other business or to devote his or her time and attention in part
to the management or other aspects of any other business, whether of a similar
nature or a dissimilar nature.
5. PERMISSIBLE INTERESTS. Directors, agents, and stockholders of the Funds
are or may be interested in Adviser (or any successor thereof) as directors,
partners, officers, or stockholders, or otherwise, and directors, partners,
officers, agents, and stockholders of Adviser are or may be interested in the
Funds as directors, stockholders or otherwise; and Adviser (or any successor) is
or may be interested in the Funds as a stockholder or otherwise.
6. LIABILITY OF INVESTMENT ADVISER. Adviser assumes no responsibility under
this Agreement other than to render the services called for hereunder in good
faith. Adviser shall not be liable for any error of judgment or for any loss
suffered by the Funds in connection with the matters to which this Agreement
relates, except a loss resulting from a breach of fiduciary duty with respect to
receipt of compensation for services (in which case any award of damages shall
be limited to the period and the amount set forth in Section 36(b)(3) of the
Investment Company Act of 1940 or a loss resulting from willful misfeasance, bad
faith or gross negligence on its part in the performance of, or from reckless
disregard by it of its obligations and duties under, this Agreement.
7. TERM. This Agreement shall remain in effect until no later than January
31, 2005, and from year to year thereafter provided such continuance is approved
at least annually by (1) the vote of a majority of the Board of Directors of the
Funds or (2) a vote of a "majority" (as that term is defined in the Investment
Company Act of 1940) of the Fund's outstanding securities, provided that in
either event the continuance is also approved by the vote of a majority of the
directors of the Funds who are not parties to this Agreement or "interested
persons" (as defined in the Act) of any such party, which vote must be cast in
person at meeting called for the purpose of voting on such approval; provided,
however, that;
(a) the Funds may, at any time and without the payment of any penalty,
terminate this Agreement upon 60 days written notice to Adviser;
(b) the Agreement shall immediately terminate in the event of its assignment
(within the meaning of the Act and the Rules thereunder); and
(c) Adviser may terminate this Agreement without payment of penalty on 60 days
written notice to the Funds; and
(d) the terms of paragraph 6 of this Agreement shall survive the termination of
this Agreement.
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8. NOTICES. Except as otherwise provided in this Agreement, any notice or
other communication required by or permitted to be given in connection with this
Agreement will be in writing and will be delivered in person or sent by first
class mail, postage prepaid or by prepaid overnight delivery service to the
respective parties as follows:
If to the Funds: If to the Adviser:
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AMIDEX Funds, Inc. Index Investments, LLC
000-X Xxxxxxxxxxxxx Xx. 0000 Xxx Xxxxx Xxx.
Xxxxxx Xxxxx, XX 00000 Chartwell Suite
Attn: Xxxxxxxx X. Xxxxxxxxx Xxxxxxxxxx, XX 00000
President Attn: Xxxxxxxx X. Xxxxxxxxx
President
9. AMENDMENTS. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought, and no amendment of this Agreement shall be effective
until approved by vote of the holders of a majority of the Funds' outstanding
voting securities.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and the year first written above.
AMIDEX Funds, Inc. Index Investments, LLC
By: By:
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Xxxxxxxx X. Xxxxxxxxx Xxxxxxxx X. Xxxxxxxxx
President President
ATTEST: ATTEST:
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Secretary Secretary
[Corporate Seal] [Corporate Seal]
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