IDEX II SERIES FUND
INVESTMENT COUNSEL AGREEMENT
FOR THE IDEX II GLOBAL PORTFOLIO SERIES
This Agreement is entered into as of April 22, 1992 by and between IDEX
Management, Inc., a Delaware corporation (referred to herein as "IDEX
Management"), and Janus Capital Corporation, a Colorado corporation (referred to
herein as the "Sub-Adviser"), to provide certain investment counsel services to
a certain series of shares of beneficial interest in the Trust, namely IDEX II
Global Portfolio (the "Portfolio").
WHEREAS, Idex Management entered into a Management and Investment Advisory
Agreement (referred to herein as the "Advisory Agreement"), dated April 22, 1992
with IDEX II Series Fund, a Massachusetts business trust (referred to herein as
the "Trust"), under which IDEX Management has agreed, among other things, to act
as investment adviser to the Portfolio;
WHEREAS, the Advisory Agreement provides that IDEX Management may engage
the Sub-Adviser to furnish investment information and advice to assist IDEX
Management 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
the Sub-Adviser to IDEX Management with respect to the Portfolio 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 SUB-ADVISER. The Sub-Adviser shall act as investment
counsel to IDEX Management with respect to the Portfolio. In this capacity, the
Sub-Adviser shall have the following responsibilities:
(a) to furnish continuous investment information, advice and
recommendations to IDEX Management 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 the officers of the Sub-Adviser to attend meetings of IDEX
Management or the Trust and furnish oral or written reports, as IDEX Management
may reasonably require, in order to keep IDEX Management and its officers and
the Trustees of the Trust and appropriate officers of the Trust fully informed
as to the condition of the investment portfolio of the Portfolio, the investment
recommendations of the Sub-Adviser, 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 IDEX Management 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 IDEX Management.
2. OBLIGATIONS OF IDEX MANAGEMENT. IDEX Management shall have the following
obligations under this Agreement:
(a) to furnish the Sub-Adviser with a certified copy of any financial
statement or report prepared for the Trust with respect to the Portfolio by
certified or independent public accountants, and with copies of any financial
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statements or reports made by the Trust to shareholders of the Portfolio or to
any governmental body or securities exchange;
(b) to furnish the Sub-Adviser with the Trust's Declaration of Trust,
Bylaws, and current registration statement applicable to the Portfolio and with
any further materials or information which the Sub-Adviser may reasonably
request to enable it to perform its functions under this Agreement; and
(c) to compensate the Sub-Adviser for its services under this Agreement by
the payment of fees equal to (i) 50% of the fees received by IDEX Management for
services rendered under the Advisory Agreement by IDEX Management to the
Portfolio during the term of this Agreement, less (ii) 50% of any expense
limitation reimbursement made by IDEX Management to the Portfolio. 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 in which this Agreement was in effect. The fees payable to the
Sub-Adviser hereunder shall be payable upon receipt by IDEX Management from the
Portfolio of advisory fees payable to IDEX Management.
(d) to compensate Sub-Adviser, in addition to the compensation payable
under paragraph (c) above, as follows: If on December 31 of 1992 and each year
thereafter ("Target Date") the aggregate actual net assets on that date of the
Trust, IDEX Fund, IDEX Fund 3 and IDEX Total Income Trust and any other
registered investment company sponsored by IDEX Management, containing the name
IDEX or with respect to which IDEX Management acts as investment adviser or
administrator, and to which the Sub-Adviser provides investment advice (the
"Advised Funds") are less that the applicable Target Net Assets specified in
Table 1 below, then IDEX Management shall pay to Sub-Adviser a percentage, as
specified in Table 2 below, of the Net Fee otherwise payable to InterSecurities,
Inc., or any other IDEX Management affiliate serving as administrator to the
Fund for the calendar year following such date (the "Administrator").
Table 1
Advised Funds
Target Date Target Net Assets
December 31, 1992 $700 million
December 31, 1993 (and $950 million
December 31 of each
year thereafter)
The Net Fee of the Administrator shall be the fee received by the Administrator
from IDEX Management less any reimbursement from the Administrator in connection
with any applicable Fund expense limitation. The percentage of the Net Fee so
payable to Sub-Adviser shall be determined by the percentage that on the
applicable Target Date the aggregate actual net assets of the Advised Funds are
less than the applicable Target Net Assets of the Advised Funds ("Shortfall of
Target") in accordance with Table 2 below:
Table 2
Shortfall of Target Percentage of Net Fee
5% - 10% 10%
Over 10% - 20% 20%
Over 20% - 30% 30%
Over 30% 40%
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No fees shall be payable to Sub-Adviser under this paragraph (d) for any
year if, for the five-year period ending December 31 of the preceding year, the
respective total returns of a majority of the Advised Funds that have the
objective of investing primarily in equity securities with such a five-year
record (and with respect to which Sub-Adviser shall have provided investment
advice for all of such five years and for the then current year) are not in the
top one-third of their respective fund categories as determined by Lipper
Analytical Services, Inc. or its successor (or if no successor exists, by a
mutually agreed upon statistical service).
3. TREATMENT OF INVESTMENT ADVICE. IDEX Management shall treat the
investment information, advice and recommendations of the Sub-Adviser as being
advisory only, and shall determine the extent to which such advice and
recommendations relating to the Portfolio shall be passed on to the Trust or
incorporated in investment advice by IDEX Management relating to the Portfolio.
IDEX Management may direct the Sub-Adviser to furnish its investment
information, advice and recommendations directly to officers or trustees of the
Trust.
4. LIABILITY OF THE SUB-ADVISER. The Sub-Adviser 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, as amended (the "1940 Act"),
neither the Sub-Adviser nor its officers, directors, employees or agents shall
be subject to any liability to the Trust or any shareholders of the Portfolio
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.
5. COMPLIANCE WITH LAWS. The Sub-Adviser 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, Janus Capital will act in conformity with
the Trust's Declaration of Trust, Bylaws, and current registration statement
applicable to the Portfolio and with the instructions and direction of IDEX
Management and the Trust's Trustees.
6. TERMINATION. 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 Fund by giving 60 days'
written notice of such termination to the Sub-Adviser at its principal place of
business, provided that such termination is approved by the Board of Trustees of
the Trust 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 Portfolio. This
Agreement may be terminated at any time by the Sub-Adviser by giving 60 days'
written notice of such termination to the Trust and IDEX Management at their
respective principal places of business.
7. ASSIGNMENT. This Agreement shall terminate automatically in the event of
any assignment (as that term is defined in Section 2(a)(4) of the 0000 Xxx) of
this Agreement.
8. TERM. This Agreement shall continue in effect, unless sooner terminated
in accordance with its terms, for an initial term ending April 22, 1994 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 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 Portfolio (as
that phrase is defined in Section 2(a)(42) of the 1940 Act).
9. AMENDMENTS. The terms of 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
Trust 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
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at a meeting called for the purpose of voting on the approval of such amendment,
unless otherwise permitted in accordance with the 1940 Act.
10. 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.
Attest: Janus Capital Corporation
("Sub-Adviser")
/S/ XXXXX X. XXXXXX /S/ XXXX X. XXXXXXXX
_______________________________ By: ________________________________
Xxxxx X. Xxxxxx Xxxx X. Xxxxxxxx
Attest: Idex Management, Inc.
/S/ XXXXXXX X. XXXXXX /S/ G. XXXX XXXXXX
_______________________________ By: ________________________________
Xxxxxxx X. Xxxxxx, Secretary G. Xxxx Xxxxxx
President and Chief
Executive Officer
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