EXHDIBIT 99.B5-2
EXHIBIT (d) (2) (cc)
INVESTMENT COUNSEL AGREEMENT FOR THE
IDEX CAPITAL APPRECIATION, GLOBAL, GROWTH, BALANCED
AND FLEXIBLE INCOME PORTFOLIOS
IDEX SERIES FUND
INVESTMENT COUNSEL AGREEMENT
This Agreement is entered into as of the later of June 25, 1998 (closing
of Acquisition) and approval by shareholders of each Portfolio, as defined
below, by a vote of at least a majority of outstanding voting securities of such
Portfolio as defined in Section 2(a)(42) of the Investment Company Act of 1940,
as amended (the "1940 Act"), between IDEX MANAGEMENT, INC., a Delaware
corporation (referred to herein as "Idex Management"), and JANUS CAPITAL
CORPORATION, a Colorado corporation (referred to herein as "Janus Capital").
WHEREAS, Idex Management entered into a Management and Investment Advisory
Agreement (referred to herein as the "Advisory Agreement"), dated as of the
later of June 1, 1998 (closing of Acquisition) and approval by shareholders of
each Portfolio, as defined below, by a vote of at least a majority of
outstanding voting securities of such Portfolio as defined in Section 2(a)(42)
of the 1940 Act, with IDEX Series Fund, a Massachusetts business trust (referred
to herein as the "Fund") on behalf of the Portfolios listed on the attached
Schedule A to this Agreement (each a "Portfolio," collectively, "Portfolios"),
under which Idex Management has agreed, among other things, to act as investment
adviser to each Portfolio.
WHEREAS, the Advisory Agreement provides that Idex Management may engage
Janus Capital to furnish investment information and advice to assist Idex
Management in carrying out its responsibilities under the Advisory Agreement as
investment adviser to each Portfolio.
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
Janus Capital 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 JANUS CAPITAL. Janus Capital shall act as investment
counsel to Idex Management with respect to each Portfolio. In this capacity,
Janus Capital shall have the following responsibilities:
(a) provide a continuous investment program for each Portfolio including
advice as to the acquisition, holding or disposition of any or all of
the securities or other assets which a Portfolio may own or
contemplate acquiring from time to time;
(b) to cause its officers to attend meetings of Idex Management or the
Fund 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 Fund and appropriate officers of the Fund
fully informed as to the condition of the investment portfolio of each
Portfolio, the investment recommendations of Janus Capital, 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.
2. OBLIGATIONS OF IDEX MANAGEMENT. Idex Management shall have the
following obligations under this Agreement:
(a) to keep Janus Capital continuously and fully informed as to the
composition of each Portfolio's investment portfolio and the nature of
each Portfolio's assets and liabilities from time to time;
(b) to furnish Janus Capital with a certified copy of any financial
statement or report prepared for each Portfolio by certified or
independent public accountants, and with copies of any financial
statements or reports made by a Portfolio to its shareholders or to
any governmental body or securities exchange;
(c) to furnish Janus Capital with any further materials or information
which Janus Capital may reasonably request to enable it to perform its
functions under this Agreement;
(d) to compensate Janus Capital for its services under this Agreement by
the payment of fees as set forth on Schedule A attached to this
Agreement, as it may be amended from time to time in accordance with
Section 10 below, less (ii) 50% of any amount reimbursed to the
Portfolio 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 pro-ration 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 Janus Capital hereunder
shall be payable upon receipt by Idex Management from the Portfolio of
fees payable to Idex Management under Section 6 of the Advisory
Agreement; and
3. TREATMENT OF INVESTMENT ADVICE. Idex Management may direct Janus
Capital to furnish its investment information, advice and recommendations
directly to officers of the Fund.
4. PURCHASES BY AFFILIATES. Neither Janus Capital nor any of its officers
or Directors shall take a long or short position in the securities issued by the
Portfolios. This prohibition, however, shall not prevent the purchase from a
Portfolio of shares issued by the Fund on behalf of the Portfolios by the
officers and Directors of Janus Capital (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, as amended (the "1940 Act").
5. LIABILITY OF JANUS CAPITAL. Janus Capital may rely on information
reasonably believed by it to be accurate and reliable. Except as may otherwise
be provided by the 1940 Act, neither Janus Capital 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. Janus Capital 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 Fund's Declaration of Trust, Bylaws, and current prospectus and with the
instructions and direction of Idex Management and the Fund's Trustees, and will
conform to and comply with the 1940 Act and all other applicable federal or
state laws and regulations.
7. TERMINATION. This Agreement shall terminate automatically with respect
to a Portfolio upon the termination of the Advisory Agreement with respect to
such Portfolio. This Agreement may be terminated at any time with respect to a
Portfolio, without penalty, by Idex Management or by the Fund by giving 60 days'
written notice of such termination to Janus Capital 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 affected
Portfolio. This Agreement may
be terminated at any time by Janus Capital by giving 60 days' written notice of
such termination to the Fund and Idex Management 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) 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 of 23 months from the later of
June __, 1998 (closing of Acquisition) and Shareholder approval, and shall
continue in effect from year to year thereafter 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 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 Fund (as that
phrase is defined in Section 2(a)(42) of the 1940 Act).
10. AMENDMENTS. This Agreement may be amended with respect to a Portfolio
only with the approval by the affirmative vote of a majority of the outstanding
voting securities (as that phrase is defined in Section 2(a)(42) of the 0000
Xxx) of such Portfolio 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.
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: JANUS CAPITAL CORPORATION
/s/ ILLEGIBLE By: /s/ XXXXXX X. GOODBARN
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Secretary Title: Vice President
ATTEST: IDEX MANAGEMENT, INC.
/s/ XXXXXXX XXXXXX By: /s/ G. XXXX XXXXXX
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Assistant Secretary G. Xxxx Xxxxxx
President and Chief Executive Officer
Investment Counsel Agreement
SCHEDULE A
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PORTFOLIO PERCENTAGE OF TERMINATION
MONTHLY AVERAGE DATE
DAILY NET ASSETS
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GROWTH, GLOBAL, BALANCED 0.5000% of the first $750 April 30, 2000
AND CAPITAL APPRECIATION million of the Portfolio's
average daily net assets;
0.4500% of the next $250
million of assets; and
0.4250% of assets in excess
of $1 billion
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FLEXIBLE INCOME 0.4500% of the first $100 April 30, 2000
million of the Portfolio's
average daily net assets;
0.4000% of the next $150
million in assets; and
0.3500% of assets in excess
of $250 million
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