EXHIBIT 99.B9-2
EXHIBIT (e) (7)
FORM OF ADMINISTRATIVE SERVICES AGREEMENT
ON BEHALF OF THE BLUE CHIP, DIVIDEND GROWTH, MID-CAP OPPORTUNITIES,
MID-CAP SUMMIT AND SMALL CAP FRONTIER FUNDS
IDEX SERIES FUND
ADMINISTRATIVE SERVICES AGREEMENT
This agreement is entered as of March 1, 1999 by IDEX MANANGEMENT, 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 March 1, 1999
with IDEX 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 certain series of beneficial interest
in the Trust. (See Schedule A)
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 provide executive and
management services to Idex Management and the Funds. Subject to the overall
supervision of Idex Management and the Trustees, the Distributor shall furnish
to the Funds 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 Funds other
than the investment function, and shall supervise and coordinate the Trust's
Custodian and its Transfer Agent and monitor their services to the Funds. The
Distributor shall also assist Idex Management and the Funds in maintaining
communications and relations with shareholders of the Funds, answer shareholder
inquiries or supervise such activity by the Trust's transfer agent, assist in
preparations of reports to shareholders of the Funds and prepare sales
literature promoting the sale of the Trust's shares as requested by Idex
Management and the Funds. The Distributor shall provide the Funds 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 Funds 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 Funds by certified or independent
public accountants, and with copies of any financial statement or reports
made by the Funds to its shareholders or to any governmental body or
security exchange;
(c) to compensate the Distributor for its services under this Agreement by
the payment of fees equal to (i) gross Advisory Fees pursuant to Schedule
A of the Advisory Agreement, less(ii) gross Sub-Advisory Fees pursuant to
Schedule A of the Investment Counsel Agreement, less (iii) the
Distributor's share of any amount reimbursed to the Fund by Idex
Management pursuant to the provisions of Section 4(c) 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 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 which this
Agreement was in effect. The fees payable to the Distributor hereunder
shall be payable upon receipt by Idex Management from each Fund of fees
payable to Idex Management under the Advisory Agreement.
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, as amended (the "1940 Act") and any other
federal or state securities laws.
4. PURCHASES BY AFFILIATES. Neither the Distributor nor any of its officers
shall take a long or short position in the securities issued by each Fund. The
prohibition, however shall not prevent the purchase from the Fund of shares
issued by the Fund 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 Fund's current prospectus, in accordance with Section 22 of the 1940 Act.
5. TERMS 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 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 1940 Act 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 firs above written.
ATTEST: INTERSECURITIES, INC.
By:_______________________ By:_______________________
Xxxxxx X. Xxxxxxx Xxxx X. Xxxxxx
Secretary Chairman of the Board
ATTEST: IDEX MANAGEMENT, INC.
By:_______________________ By:_______________________
Xxxxxx X. Xxxxxxx Xxxx X. Xxxxxx
Secretary Chairman of the Board
SCHEDULE A
FUNDS
Mid-Cap Opportunities Fund
Blue Chip Fund
Mid-Cap Summit Fund
Dividend Growth Fund
Small-Cap Horizons Fund
