EXHIBIT 23(D)(1)(PP)
FORM OF INVESTMENT ADVISER AGREEMENT
FOR IDEX AMERICAN CENTURY INTERNATIONAL, IDEX AMERICAN
CENTURY INCOME & GROWTH AND IDEX ISABELLE SMALL CAP VALUE
IDEX MUTUAL FUNDS
INVESTMENT ADVISORY AGREEMENT
This Agreement, entered into as of March 1, 2001 between IDEX Mutual
Funds, a Massachusetts business trust (referred to herein as the "Trust") and
Idex Management, Inc., a Delaware corporation (referred to herein as "Idex
Management"), to provide certain advisory services to certain series of shares
of beneficial interest in the Trust as listed on the attached Schedule A to this
Agreement (each a "Fund," collectively the "Funds").
The Trust is registered as an open-end investment company registered
under the Investment Company Act of 1940 ("1940 Act"), and consists of more than
one series of shares, including the Funds. In managing the Funds, as well as in
the conduct of certain of its affairs, the Trust wishes to have the benefit of
the investment advisory services of Idex Management and its assistance in
performing certain management, administrative and promotional functions. Idex
Management desires to furnish services for the Trust and to perform the
functions assigned to it under this Agreement for the considerations provided.
Accordingly, the parties of agreed as follows:
1. APPOINTMENT. The Trust hereby appoints Idex Management as the
Trust's investment adviser and administrator for the period and on the terms set
forth in this Agreement. Idex Management accepts such appointment and agrees to
render or cause to be rendered the services set forth for the compensation
herein specified. In all matters relating to the performance of this Agreement,
Idex Management will act in conformity with the Trust's Declaration of Trust,
Bylaws and current registration statement applicable to the Funds as it may be
supplemented from time to time, and with the instructions and direction of the
Board of Trustees of the Trust, and will conform to and comply with the 1940 Act
and all other applicable federal or state laws and regulations.
2. INVESTMENT ADVISORY SERVICES. In its capacity as investment adviser
to the Trust, Idex Management shall have the following responsibilities:
(a) to provide a continuous investment program for each Fund including
advice as to the acquisition, holding or disposition of any or all of
the securities or other assets which the Funds may own or contemplate
acquiring from time to time, consistent with the Trust's Declaration of
Trust and each Fund's investment objective and policies adopted and
declared by the Board of Trustees and stated in the Funds' current
Prospectus;
(b) to cause the officers of Idex Management to attend meetings and
furnish oral or written reports, as the Trust may reasonably require,
in order to keep the Trustees and appropriate officers of the Trust
fully informed as to the conditions of the investment securities of the
Funds, the investment recommendations of Idex Management, and the
investment considerations which have given rise to those
recommendations; and
(c) to supervise the purchase and sale of securities as directed by the
appropriate officers of the Trust, including the selection of brokers
and dealers to execute such transactions, consistent with paragraph 8
hereof.
It is understood and agreed that Idex Management intends to enter into
Sub-Advisory Agreements with various sub-advisers as listed on Schedule A (each
a "sub-adviser," collectively, "sub-advisers") pursuant to which Idex Management
may delegate some or all of its responsibilities under this Section 2. The
compensation to be paid to each sub-adviser for such services shall be set forth
in each Sub-Advisory Agreement; provided, however, that each such Agreement
shall be approved by the Board of Trustees, including a majority of the
directors who are not parties to the Sub-Advisory Agreements or interested
persons (within the meaning of Section 2(a)(19) of the 0000 Xxx) of any such
party (the "Disinterested Directors"), and by the holders of the outstanding
voting securities of each of the Funds in accordance with the requirements of
Section 15 of the 1940 Act, and shall otherwise be subject to, and contain such
provisions as shall be required by, the 1940 Act.
3. MANAGEMENT AND ADMINISTRATIVE SERVICES. Idex Management shall
furnish or make available to the Funds the services of executive and management
personnel to supervise the performance of all administrative, record-keeping,
shareholder relations, regulatory reporting and compliance, and all other
functions of the Funds, including supervising
and coordinating the services of the Funds' custodian and transfer agent. Idex
Management shall also assist in the preparation of reports to shareholders of
the Funds and prepare sales literature promoting sale of the Funds' shares as
requested by the Trust.
4. ALLOCATION OF EXPENSES. During the term of this Agreement, each Fund
will bear all expenses not expressly assumed by Idex Management incurred in the
operation of each Fund and the offering of its shares. Without limiting the
generality of the foregoing:
(a) Each Fund shall pay (i) fees payable to Idex Management pursuant to
this Agreement; (ii) the cost (including brokerage commissions, if any)
incurred in connection with purchases and sales of each Fund's
portfolio securities; (iii) expenses of organizing the Fund; (iv)
filing fees and expenses relating to registering and qualifying and
maintaining the registration and qualification of a Fund's shares for
sale under federal and state securities laws; (v) its allocable share
of the compensation, fees and reimbursements paid to the Trust's
non-interested Trustees; (vi) custodian and transfer agent fees; (vii)
legal and accounting expenses allocable to each Fund, including costs
for local representation in Massachusetts and fees of special counsel,
if any, for the independent Trustees; (viii) all federal, state and
local tax (including stamp, excise, income and franchise taxes and the
preparation and filing of all returns and reports in connection
therewith; (ix) cost of certificates and delivery to purchasers; (x)
expenses of preparing and filing reports with federal and state
regulatory authorities; (xi) expenses of shareholders' meetings and of
preparing, printing and distributing proxy statements (unless otherwise
agreed to by the Trust and Idex Management); (xii) costs of any
liability, uncollectible items of deposit and other insurance or
fidelity bonds; (xiii) any costs, expenses or losses arising out of any
liability of or claim for damage or other relief asserted against the
Trust for violation of any law; (xiv) expenses of preparing,
typesetting and printing prospectuses and supplements thereto for
existing shareholders and of reports and statements to shareholders;
(xv) fees and expenses in connection with membership in investment
company organizations and 12b-1 fees; and (xvi) any extraordinary
expenses incurred by the Trust on behalf of the Funds.
(b) Idex Management shall pay (i) all expenses incurred by it in the
performance of its duties under this Agreement; and (ii) compensation,
fees and expenses of officers and Trustees of the Trust, except for
such Trustees who are not interested persons (as defined in the 0000
Xxx) of Idex Management;
(c) If, for any fiscal year, the total expenses of a Fund, including
but not limited to: the fees to Idex Management, compensation to its
custodian, transfer agent, registrar, auditors and legal counsel,
printing expense, and fees, compensation and expenses to Trustees who
are not interested persons, exceed any expense limitation imposed by
applicable state law, Idex Management shall reimburse a Fund for such
excess in the manner and to the extent required by applicable state
law; provided, however, that Idex Management shall reimburse each Fund
for the amount of such expenses which exceed 1.40% of the Fund's
average daily net assets. For purposes of this sub-paragraph, "total
expenses" shall not include interest, taxes, litigation expenses,
brokerage commissions or other costs incurred in acquiring or disposing
of any of a Fund's portfolio securities, expenses incurred pursuant to
a Fund's Plan of Distribution under Rule 12b-1 of the 1940 Act, or any
costs arising other than in the ordinary and necessary course of a
Fund's business.
5. OBLIGATIONS OF TRUST. The Trust shall have the following obligations
under the Agreement:
(a) to keep Idex Management continuously and fully informed as to the
composition of its investment portfolio of each Fund and the nature of
all of its assets and liabilities from time to time;
(b) to furnish Idex Management with a certified copy of any financial
statement or report prepared for a Fund by certified or independent
public accountants, and with copies of any financial statements or
reports made to its shareholders or to any governmental body or
securities exchange;
(c) to furnish Idex Management with any further materials or
information which Idex Management may reasonably request to enable it
to perform its functions under this Agreement; and
(d) to compensate Idex Management for its services in accordance with
the provisions of Section 6 hereof.
6. COMPENSATION. Each Fund shall pay to Idex Management for its
services a fee, computed daily and paid monthly, payable on the last day of each
month during which or part of which this Agreement is in effect, as set forth in
Schedule A attached to this Agreement, as it may be amended from time to time in
accordance with Section 15 below. For the month during which this Agreement
becomes effective and the month during which it terminates, however, there shall
be an appropriate pro-ration of the fee payable for such month based on the
number of calendar days of such month during which this Agreement is effective.
7. TREATMENT OF INVESTMENT ADVICE. With respect to a Fund, the Fund
shall retain full control over its own investment policies. However, the
Trustees of the Trust may delegate to the appropriate officers of the Trust, or
to a committee of Trustees, the power to authorize purchases, sales or other
actions affecting each Fund in the interim between meetings of the Trustees,
provided such action is consistent with the established investment policy of the
Trustees and is reported to the Trustees at their next meeting.
8. BROKERAGE COMMISSIONS. For purposes of this Agreement, brokerage
commissions paid by a Fund upon the purchase or sale of its portfolio securities
shall be considered a cost of securities of the Fund and shall be paid by the
Fund. Idex Management is authorized and directed to place a Fund's securities
transactions, or to delegate to each sub-adviser the authority and direction to
place a Fund's securities transactions, only with brokers and dealers who render
satisfactory service in the execution of orders at the most favorable prices and
at reasonable commission rates; provided, however, that Idex Management or each
sub-adviser, may pay a broker or dealer an amount of commission for effecting a
securities transaction in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction if Idex Management or
each sub-adviser determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such broker or dealer viewed in terms of either that particular
transaction or the overall responsibilities of Idex Management or each
sub-adviser. Idex Management and each sub-adviser are also authorized to
consider sales of Fund shares (which shall be deemed to include also shares of
other registered investment companies with the same investment adviser) by a
broker-dealer or the recommendation of a broker-dealer to its customers that
they purchase Fund shares as a factor in selecting broker-dealers to execute the
Fund's securities transactions, provided that in placing fund business with such
broker-dealers, Idex Management and each sub-adviser shall seek the best
execution of each transaction and all such brokerage placement shall be
consistent with the Conduct Rules of the National Association of Securities
Dealers, Inc. Notwithstanding the foregoing, the Trust shall retain the right to
direct the placement of all securities transactions of each Fund, and the
Trustees may establish policies or guidelines to be followed by Idex Management
and each sub-adviser in placing portfolio transactions for each Fund pursuant to
the foregoing provisions. Idex Management shall report on the placement of
portfolio transactions each quarter to the Trustees of the Trust.
9. PURCHASES BY AFFILIATES. Neither Idex Management nor any officer or
Director thereof shall take a long or short position in the securities issued by
the Funds. This prohibition, however, shall not prevent the purchase from a Fund
of shares issued by the Fund on behalf of the Trust, by the officers or
Directors of Idex Management (or by 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 Fund's current prospectus,
in accordance with Section 22(d) of the 1940 Act.
10. TERM. This Agreement shall continue in effect, unless sooner
terminated in accordance with its terms, for an initial term ending April 30,
2002, and shall continue in effect from year to year thereafter, provided such
continuance is specifically approved at least annually by the vote of a majority
of the Trustees of the Trust who are not parties hereto or interested persons
(as that term is defined in Section 2(a)(19) of the 1940 Act, as amended) 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 Trust
or the affirmative vote of a majority of the outstanding voting securities of
each Fund (as that phrase is defined in Section 2(a)(42) of the 1940 Act.
11. TERMINATION. This Agreement may be terminated at any time, without
penalty, by the Trustees of the Trust, or with respect to a Fund, by the
shareholders of such Fund acting by vote of at least a majority of its
outstanding voting securities (as that phrase is defined in Section 2(a)(42) of
the 1940 Act), provided in either case that 60 days' written notice of
termination be given to Idex Management at its principal place of business. This
Agreement may be terminated by Idex Management at any time by giving 60 days'
written notice of termination to the Trust, addressed to its principal place of
business.
12. USE OF NAME. If this Agreement is terminated and Idex Management no
longer serves as investment adviser to the Funds, Idex Management reserves the
right to withdraw from the Trust the use of the name "IDEX" with respect to the
Funds or any name misleadingly implying a continuing relationship between the
Funds and Idex Management or any of its affiliates.
13. LIABILITY OF IDEX MANAGEMENT. Idex Management may rely on
information reasonably believed by it to be accurate and reliable. Except as may
otherwise be provided by the 1940 Act, neither Idex Management nor its officers,
directors, employees or agents shall be subject to any liability to the Trust or
the Funds or any shareholder of the Funds 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 its performance of its duties or by reason of reckless disregard
of its obligations and duties under this Agreement.
14. ASSIGNMENT. This Agreement shall terminate automatically in the
event of any assignment (as the term is defined in Section 2(a)(4) of the 0000
Xxx) of this Agreement.
15. AMENDMENTS. This Agreement may be amended only with the approval by
the affirmative vote of a majority of the outstanding voting securities of each
affected Fund (as that phrase is defined in Section 2(a)(42) of the 0000 Xxx)
and the approval by the vote of a majority of Trustees of the Trust who are not
parties hereto or interested persons (as that phrase 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 by the 1940 Act,
16. 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.
17. LIMITATION OF LIABILITY. A copy of the Trust's Declaration of Trust
is on file with the Secretary of The Commonwealth of Massachusetts, and notice
is hereby given that this Agreement is executed on behalf of the Trustees as
Trustees of the Trust and not individually, and that the obligations under this
Agreement are not binding upon any of the Trustees, officers, shareholders,
agents or employees of the Trust individually, but binding only upon the assets
and property of the Trust.
ATTEST: IDEX MANAGEMENT, INC.
______________________________ By: _______________________
Xxxx X. Xxxxxx Xxxxxx X. Xxxxxxxx
Vice President, Counsel, Chief Compliance Director, President and
Officer and Assistant Secretary Chief Executive Officer
ATTEST: IDEX MUTUAL FUNDS
______________________________ By: ______________________
Xxxxx X. Xxxxxx Xxxx X. Xxxxxx
Assistant Vice President & Vice President,
Assistant Secretary Counsel and Secretary
INVESTMENT ADVISORY AGREEMENT
SCHEDULE A
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FUND PERCENTAGE OF AVERAGE DAILY NET ASSETS TERMINATION DATE
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IDEX AMERICAN CENTURY INTERNATIONAL 1.00% of the first $50 million of the April 30, 2002
Fund's average daily net assets;
0.95% of the Fund's average daily net
assets over $50 million up to $150
million; 0.90% of the Fund's average
daily net assets over $150 million up
to $500 million; and 0.85% of the
Fund's average daily net assets in
excess of $500 million.
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0.90% of the first $100 million of
the Fund's average daily net assets;
0.85% of the Fund's average daily net
IDEX AMERICAN CENTURY assets over $100 million up to $250 April 30, 2003
INCOME & GROWTH million; and 0.80% of the Fund's
average daily net assets in excess of
$250 million.
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IDEX ISABELLE SMALL 0.90% of the first $200 million of April 30, 2003
the Fund's average daily net assets;
and 0.85% of the Fund's average daily
CAP VALUE net assets over
$200 million.
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IDEX AmCent&Isabelle.doc
