EXHIBIT 23.H1
Administrative Services Agreement
Administrative Services Agreement
This AGREEMENT, dated as of the 1st day of October 2003, made by and between
AMIDEX Funds, Inc. (the "Fund"), a corporation operating as an open-end,
management investment company registered under the Investment Company Act of
1940, as amended (the "Act"), duly organized and existing under the laws of the
State of Maryland, and Index Investments, LLC, ("II") a Pennsylvania Limited
Liability Company (collectively, the "Parties").
WHEREAS, the Fund is authorized by its Articles of Incorporation and By-Laws to
issue separate series of shares representing interests in separate investment
portfolios which are identified on Schedule "C" attached hereto and which
Schedule "C" may be amended from time to time by mutual agreement of the Fund
and II; and
WHEREAS, the Parties desire to enter into an agreement whereby II will provide
the services to the Fund as specified herein and set forth in particular in
Schedule "A" which is attached hereto and made a part hereof.
NOW THEREFORE, in consideration of the promises and mutual covenants contained
herein, and in exchange of good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the Parties hereto, intending to be
legally bound, do hereby agree as follows:
GENERAL PROVISIONS
Section 1. Appointment.
The Fund hereby appoints II to perform the Administrative Services outlined
herein and II hereby accepts such appointment.
Section 2. Duties and Obligations of InCap.
Subject to the provisions of this Agreement, II will provide to the Fund the
specific services as set forth in Schedule "A" attached hereto.
Section 3. Indemnification.
(a)The Fund agrees to indemnify and hold II harmless, together with its
officers, employees, shareholders and agents from and against any and all
claims, demands, expenses and liabilities (whether with or without basis in fact
or law) of any and every nature which II may sustain or incur or which may be
asserted against II by any person by reason of, or as a result of:
(i)any action taken or omitted to be taken by II except claims, demands,
expenses and liabilities arising from willful misfeasance, bad faith, or gross
negligence on the part of II in the performance of its obligations and duties
under this Agreement; or
(ii)any action taken or omitted to be taken by II in reliance upon any
Certificate, instrument, order or stock certificate or other document reasonably
believed by II to be genuine and signed, countersigned or executed by any duly
authorized person, upon the Oral Instructions or Written Instructions of an
authorized person of the Fund, or upon the opinion of legal counsel for the Fund
or II
Section 5. Representations and Warranties.
(a) II represents and warrants that:
(i)it is a Limited Liability Company duly organized and existing and in good
standing under the laws of Pennsylvania;
(ii)it is empowered under applicable laws and by its Certificate of
Incorporation and By-Laws to enter into and perform this Agreement;
(iii)all requisite corporate proceedings have been taken to authorize II to
enter into and perform this Agreement;
(iv)it has and will continue to have access to the facilities, personnel and
equipment required to fully perform its duties and obligations hereunder;
(v)no legal or administrative proceedings have been instituted or threatened
which would impair II's ability to perform its duties and obligations under this
Agreement;
(vi)its entrance into this Agreement shall not cause a material breach or be in
material conflict with any other agreement or obligation of II or any law or
regulation.
(vii) This Agreement has been duly authorized by II and, when executed and
delivered, will constitute a valid, legal and binding obligation of II,
enforceable in accordance with its terms.
(b) The Fund represents and warrants that:
(i)it is a corporation duly organized and existing and in good standing under
the laws of the State of Maryland;
(ii)it is empowered under applicable laws and by its Articles of Incorporation
and By-Laws to enter into and perform this Agreement;
(iii)all requisite proceedings have been taken to authorize the Fund to enter
into and perform this Agreement;
(iv)no legal or administrative proceedings have been instituted or threatened
which would impair the Fund's ability to perform its duties and obligations
under this Agreement;
(v)the Fund's entrance into this Agreement shall not cause a material breach or
be in material conflict with any other agreement or obligations of the Fund, or
any law or regulation applicable to either;
(vii)this Agreement has been duly authorized by the Fund and, when executed and
delivered, will constitute a valid, legal and binding obligation of the Fund,
enforceable in accordance with its terms.
Section 6. Compensation. The Fund agrees to pay II compensation for its
services, and to reimburse it for expenses at the rates, times, manner and
amounts as set forth in Schedule "B" attached hereto and incorporated herein by
reference and as will be set forth in any amendments to such Schedule "B" agreed
upon in writing by the Parties. Upon receipt and approval of an invoice
therefor, II is authorized to collect such fees by debiting the Fund's custody
account. The Fund will approve or contest any invoice sent by II within five (5)
days of receipt. Disputed amounts shall not be deducted from the Fund's custody
account until the dispute is resolved.
For the purpose of determining fees payable to II, the value of the Fund's net
assets will be computed at the times and in the manner specified in the Fund's
Prospectus and Statement of Additional Information then in effect.
During the term of this Agreement, should the Fund seek services or functions in
addition to those outlined below or in Schedule "A" attached hereto, a written
amendment to this Agreement specifying the additional services and corresponding
compensation will be executed by the Parties.
Section 10. Duration and Termination.
(a)The initial term of this Agreement will be for the period of one (1) year,
commencing on the date hereinabove first written (the "Effective Date") and will
continue thereafter subject to termination by either Party as set forth in
subsection (c) below.
(b)The fee schedules set forth in Schedule "B" attached hereto will be fixed for
the initial term commencing on the Effective Date of this Agreement and will
continue thereafter subject to their review and any adjustment.
(c)After the initial term of this Agreement, a Party may give written notice to
the other (the day on which the notice is received by the Party against which
the notice is made shall be the "Notice Date") of a date on which this Agreement
shall be terminated ("Termination Date. The Termination Date shall be set on a
day not less than ninety (90) days after the Notice Date. The period of time
between the Notice Date and the Termination Date is hereby identified as the
"Notice Period". Any time up to the Termination Date, the Fund will pay to II
such compensation as may be due as of the Termination Date.
Section 14. 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 Fund: If to II:
AMIDEX Funds, Inc. II, LLC
000-X Xxxxxxxxxxxxx Xx. 0000 Xxx Xxxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000 Xxxxxxxxxx, XX 00000
Schedule A
tPreparation, design, typesetting, layout and supervision of filing of all
Federal and State reports including:
o Fund's post-effective amendments under the Securities Act of 1933 and the
Investment Company Act of 1940.
o Form N-SAR - Semi-Annual report for Registered Investment Companies.
o Form N-CSR - The Fund's Annual and Semi-Annual Report.
o Rule 24f-2 Notice - filing regarding sale(s) of securities.
o Rule 17g-1 filing with the SEC regarding Fidelity Bond coverage.
*Prepare, design, layout, typesetting, and assistance to the transfer agent in
filing reports to shareholders, including the annual report to shareholders, and
coordinate mailing Prospectuses, notices, proxy statements, proxies and other
reports to shareholders.
* Prepare the layout and coordinate the printing of shareholder communications,
including Prospectuses and reports to shareholders.
* Administer contracts on behalf of the Fund with, among others, custodian,
transfer agent/shareholder servicing agent, distributor, and accounting services
agent.
* Facilitate communications between auditors, attorneys, service providers,
state and federal regulators and respond to requests for information and data
concerning the funds.
* Prepare and maintain materials for Directors meetings including meeting
notices, consents, agendas, minutes, attendance records, resolutions, compliance
forms, and minute books, and coordinate preparation of necessary reports, data
and materials by other service providers for presentation to the Board.
* Schedule, organize and facilitate Board meetings.
* Coordinate shareholder meetings, including assisting Fund counsel in
preparation of proxy materials, preparation of minutes and tabulation of
results.
* Assist the Transfer Agent in the monitoring of the Fund's compliance with the
investment restrictions and limitations imposed by the 1940 Act and state Blue
Sky laws and applicable regulations thereunder, the fundamental and
non-fundamental investment policies and limitations set forth in the Fund's
Prospectuses and Statement of Additional Information, and the investment
restrictions and limitations necessary for each Portfolio of the Fund to qualify
as a regulated investment company under Subchapter M of the Internal Revenue
Code of 1986, as amended, or any successor statute.
* Provide other administrative services as may be agreed from time to time in
writing by the Fund or Administrator.
Schedule B
10 basis points of net assets value calculated daily and paid monthly.
