EXHIBIT 5(b)
IDEX II SERIES FUND
ON BEHALF OF IDEX II C.A.S.E. PORTFOLIO
INVESTMENT COUNSEL AGREEMENT
This Agreement is entered into as of November 15, 1995, between
INTERSECURITIES, INC., a Delaware corporation (referred to herein as "ISI"), and
C.A.S.E. MANAGEMENT, INC., a Pennsylvania corporation (referred to herein as
"C.A.S.E.").
WHEREAS, ISI entered into a Management and Investment Advisory Agreement
(referred to herein as the "Advisory Agreement"), dated November 15, 1995,
with IDEX II Series Fund, a Massachusetts business trust (referred to herein as
the "Fund") on behalf of the IDEX II Series Fund C.A.S.E. 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 C.A.S.E. 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
C.A.S.E. 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 C.A.S.E. C.A.S.E. shall act as investment counsel to
ISI. In this capacity, C.A.S.E. 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 C.A.S.E., 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 C.A.S.E. 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;
-1-
(b) to furnish C.A.S.E. 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 C.A.S.E. 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
C.A.S.E. may reasonably request to enable it to perform
its functions under this Agreement; and
(d) to compensate C.A.S.E. 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 C.A.S.E.
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 C.A.S.E. 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 C.A.S.E. to furnish its investment information, advice
and recommendations directly to officers or Trustees of the Fund.
4. PURCHASES BY AFFILIATES. Neither C.A.S.E. 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 C.A.S.E. (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 C.A.S.E. C.A.S.E. 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 C.A.S.E. 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. C.A.S.E. 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, C.A.S.E. will act in conformity with the
Fund's Declaration of Trust, Bylaws, and current registration statement
-2-
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 C.A.S.E. 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 C.A.S.E. 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,
1997, 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).
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: C.A.S.E. MANAGEMENT, INC.
/s/ BY: /s/
-------------------------- ---------------------------------
Secretary Title:
ATTEST: INTERSECURITIES, INC.
/s/ Xxxxxxx X. Xxxxxx BY: /s/ G. Xxxx Xxxxxx
----------------------------- -----------------------------------
Xxxxxxx X. Xxxxxx, Secretary G. Xxxx Xxxxxx
President and Chief Executive Officer
-3-
