SERVICE AGREEMENT
This AGREEMENT is entered into between __________________ ("Servicer") and
InterSecurities, Inc. ("Distributor") (collectively, "Parties"), effective as of
______________, 19__.
WHEREAS, Distributor is a broker-dealer registered with the Securities and
Exchange Commission ("SEC") under the Securities Exchange Act of 1934 ("1934
Act") and a member of the National Association of Securities Dealers, Inc.
("NASD");
WHEREAS, Distributor is the principal underwriter for certain open-end
investment companies registered with the SEC under the Investment Company Act of
1940, as amended ("1940 Act"), and which are set forth in Schedule A attached
hereto ("Funds"), pursuant to an Underwriting Agreement between each Fund and
Distributor;
WHEREAS, each Fund offers for sale shares of the Fund, which may include
shares issued in separate series or classes ("Shares");
WHEREAS, certain of the Funds have adopted a plan of distribution pursuant
to Rule 00x-0 xxxxx xxx 0000 Xxx ("Xxxx") with respect to Shares and approved
the form of this Agreement pursuant to Rule 12b-1;
WHEREAS, Servicer desires to make it possible for its customers and clients
("Investors") to purchase Shares and to act as the Investors' agent in
performing certain administrative support services in connection with purchases
and redemptions of Shares from time to time upon the order and for the account
of the Investors and to provide related services to the Investors in connection
with investments in the Funds ("Services"); and
WHEREAS, Distributor desires to retain Servicer to furnish the Services;
NOW THEREFORE, in consideration of the foregoing and the mutual premises
and covenants herein contained, which consideration is full and complete,
Distributor and Servicer mutually agree as follows:
1. APPOINTMENT. Distributor hereby appoints Servicer to render or cause to
be rendered the Services set forth in Paragraph 2 of this Agreement with respect
to Investors. Servicer accepts such appointment and, while this Agreement is in
force, shall render the Services and the obligations set forth herein for the
compensation herein provided. Servicer's appointment hereunder is non-exclusive,
and the Parties recognize and agree that, from time to time, Distributor may
enter into service agreements with other entities. Servicer shall prepare such
quarterly reports in connection with such Services as Distributor may reasonably
request.
2. SERVICES TO BE PROVIDED. The Services to be provided by Servicer
pursuant to Paragraph 1 of this Agreement may include, but are not limited to,
the following Services:
(a) maintaining account records and providing subaccounting for Investors
that become shareholders of one or more of the Funds ("Shareholders");
(b) transmitting Shareholder orders to purchase, redeem, and exchange
Shares;
(c) transfer and receipt funds for the purchase and redemption of shares,
and confirming and reconciling all such transactions;
(d) review of activity in Shareholders' Fund accounts;
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(e) assisting Investors or Shareholders to complete application forms and
designate and update dividend options, account designations and
mailing addresses;
(f) maintaining and distributing current copies of the Funds' prospectuses
and semi-annual and annual reports;
(g) transmitting proxy statements on behalf of the Funds and receiving,
tabulating and transmitting to the Funds proxies executed by
Shareholders with respect to meetings of Shareholders;
(h) advertising and otherwise informing Investors of the availability of
Shares;
(i) providing assistance and review in designing materials relating to the
Funds to distribute to Investors and developing methods of making such
materials accessible to Investors and potential Investors;
(j) responding to inquiries from Shareholders and Investors regarding
various matters relating to the Funds;
(k) providing, or assisting the Funds in obtaining, information from
Shareholders required by the Funds in connection with the
establishment of Fund accounts and the purchase of Shares;
(l) taking reasonable steps to ensure that taxpayer identification numbers
provided by Shareholders are correct and providing Distributor with
timely written notice of any failure to obtain such correct taxpayer
identification numbers; and
(m) providing such other services as may be agreed upon from time to time
and as may be permitted by applicable statutes, rules and regulations.
The Services set forth above are illustrative. Servicer is not required to
perform each Service and may at any time perform either more or fewer Services
than described above as Servicer shall deem appropriate under the circumstances.
3. EXPENSES. During the term of this Agreement, Servicer shall pay all
expenses incurred by it in connection with Services provided pursuant to this
Agreement, except out-of-pocket expenses incurred by Servicer in connection with
the transmittal of proxy materials to Shareholders and the tabulation and
submission to a Fund of proxies executed by Shareholders, for which Servicer may
obtain reimbursement from that Fund or its agent.
4. COMPENSATION. For the Services provided and the expenses assumed by
Servicer pursuant to this Agreement, Distributor shall pay Servicer the
compensation as set forth in Schedule B, attached hereto. Payment of this
compensation or the terms thereof may be modified or terminated at any time by
Distributor sending a new Schedule B to Servicer.
5. PURCHASES AND REDEMPTIONS OF SHARES.
(a) Orders received from Servicer for the purchase of Shares shall be
accepted by Distributor through Idex Investor Services, Inc.
("Transfer Agent"), only at the public offering price applicable to
each order as set forth in the then current prospectus and statement
of additional information (collectively, "Prospectus") of the
applicable Fund. The procedure relating to the handling of orders
shall be in accordance with oral or written instructions that
Distributor, Transfer Agent or the Fund shall forward to Servicer from
time to time. Payments for Shares ordered from Distributor must be
received together with Servicer's order and shall be made as specified
in the applicable Fund's Prospectus. If payment for any purchase order
is not received in accordance with the terms of the applicable Fund's
Prospectus, Distributor reserves the right, without notice, to cancel
the sale and to hold Servicer responsible for any loss sustained as a
result thereof.
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All orders are subject to acceptance or rejection, in their sole
discretion, by Distributor, the Fund, or by the Transfer Agent acting
on behalf of Distributor and the Fund, and orders shall be effective
only upon confirmation by Distributor, the Fund, or the Transfer
Agent. Servicer shall place orders for Shares in accordance with the
minimum initial and subsequent purchase requirements as set forth in
the Prospectus of the Fund. Distributor reserves the right in its
discretion and without notice to Servicer to reject any purchase
request, suspend sales, or withdraw the offering of Shares.
(b) Servicer shall in no event place orders for Shares unless it has
already received purchase orders from Investors for such Shares at the
applicable public offering price as set forth in the Prospectus of the
applicable Fund and subject to the terms thereof. Servicer shall not
offer or sell any Shares except under circumstances that will result
in compliance with all applicable federal and state securities laws,
and that in connection with sales and offers to sell Shares, Servicer
shall furnish to each person to whom any such sale or offer is made,
at or prior to the time of the offering or sale, a copy of the then
current prospectus of the applicable Fund and, if requested, the then
current statement of additional information of the Fund. Distributor
shall supply Servicer with reasonable quantities of prospectuses,
statements of additional information, supplemental sales literature,
periodic reports and proxy solicitation materials of the Funds upon
request.
CHECK SECTION 5(C)(1) OR 5(C)(2), WHICHEVER IS APPLICABLE:
___(c)(1) Servicer shall make Shares available to Investors on a fully
disclosed basis, wherein Distributor shall confirm purchases and
redemptions directly to Investors as recordholders of the Shares and
the Transfer Agent will maintain records for each such Investor.
Servicer shall assist Distributor in obtaining all information
Distributor or the Funds may reasonably request in connection with the
Investors purchase and redemption of Shares. Servicer hereby
represents and warrants that it will have full right, power and
authority to effect transactions in Shares of the Funds on behalf of
Investors for whom it effects such transactions.
or
_(c)(2) Servicer shall make Shares available to Investors on an "omnibus"
basis, wherein Servicer shall be the recordholder of the Shares and
will be responsible for subaccounting and the confirmation of
purchases and redemptions by the Investors. Each Fund, at the request
of regulatory authorities having jurisdiction over it, may request,
and in such event, Servicer shall furnish to that Fund, a list of all
Shareholders' accounts maintained by Servicer, showing each account
name, address and shareholding. Servicer shall provide Distributor or
the Fund with such other information as they may reasonably request,
including the location by state of Shares sold. All information
provided by Servicer to Distributor shall be accurate and complete.
Servicer hereby represents and warrants that it will have full right,
power and authority to effect transactions in Shares of the Funds on
behalf of Investors for whom it effects such transactions.
(d) Servicer shall offer and sell Shares only in states and jurisdictions
in which the Shares are registered and qualified for sale under, or
are exempt from the requirements of, the respective securities laws of
such states and jurisdictions. Distributor shall keep Servicer fully
informed with respect to the states and jurisdictions so qualified and
exempt; however, Distributor assumes no responsibility or obligation
as to Servicer's right to make available Shares in any state or
jurisdiction.
(e) Orders received from Servicer for the redemption of Shares shall be
executed through the Transfer Agent only at the public offering price
applicable to each order as set forth in the Prospectus of the
applicable Fund and subject to the terms thereof.
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(f) Exchanges (i.e., the investment of the proceeds from the liquidation
of the Shares of one Fund in the Shares of another Fund) shall be made
by Servicer subject to and in accordance with the Prospectus of the
applicable Fund.
6. INDEMNIFICATION. Servicer agrees to indemnify and hold harmless
Distributor, the Fund and the Transfer Agent, and their respective subsidiaries,
affiliates, officers, trustees, directors, agents and employees against any and
all direct and indirect claims, damages, liabilities, losses, expenses or costs
(including any legal or other expenses incurred in connection with investigating
or defending any such claim, damage, liability or loss) to which any of them
become subject arising from, related to, or otherwise connected with: (1) any
breach by Servicer of any provision of this Agreement; (2) any action or
omission of Distributor or the Funds in reliance upon any oral, written or
electronically transmitted communication given by or on behalf of Servicer which
Distributor or the Fund believes to be genuine; and (3) any act or failure to
act by Servicer. This Paragraph 6 shall survive the termination of this
Agreement.
7. INFORMATION PERTAINING TO THE SHARES. Servicer and its officers,
employees and agents shall not (a) make any representation, or furnish to any
person any information, relating to the Funds or the Shares that is inconsistent
in any respect with the information contained in the respective Prospectuses of
the Funds (as then amended or supplemented) or any printed material provided to
Servicer by Distributor or the Funds, or (b) cause any written materials to be
used in connection with sale of Shares or any advertisement to be published in
any newspaper, broadcast by television, radio or other means, or posted in any
public place without the prior written consent of Distributor.
8. STATUS OF SERVICER.
(a) The signing of this Agreement and the purchase of Shares pursuant
hereto is a representation by Servicer that it is duly organized and
validly existing in good standing under the laws of the jurisdiction
in which it is organized and that it is either (i) a "bank" as that
term is defined by Section 3(a)(6) of the 1934 Act, or (ii) a member
in good standing with the NASD and a broker-dealer registered under
the 1934 Act affiliated with a bank.
(b) If Servicer is a "bank," Servicer represents and warrants that it
shall act in accordance with all applicable federal and state laws,
including the rules and regulations of all applicable federal and
state bank regulatory agencies and authorities. Servicer shall give
written notice to Distributor promptly in the event that Servicer
shall cease to be a bank as defined in Section 3(a)(6) of the 1934
Act.
(c) If Servicer is a registered broker-dealer, Servicer represents and
warrants that it shall act in accordance with all applicable federal
and state laws and the Rules of Fair Practice of the NASD, including
Section 26 of Article III of such Rules. Servicer shall notify
Distributor immediately (1) in the event Servicer ceases to be a
member in good standing of the NASD or Servicer is found to have
violated any applicable federal or state law, rule or regulation
arising out of its activities as a broker-dealer or in connection with
this Agreement, or (2) upon the occurrence of any other event which
may otherwise materially affect its ability to act in accordance with
this Agreement.
(d) Servicer shall, for all purposes herein, be deemed to be an
independent contractor. Nothing in this Agreement shall be deemed or
construed to make Servicer an employee, agent, representative or
partner of Distributor or any Fund, and Servicer is not authorized to
act for a Fund or Distributor or to make any representations on behalf
of Distributor or any Fund.
9. SOLICITATION OR PROXIES. Servicer shall not solicit or cause to be
solicited, directly or indirectly, at any time, any proxies from the
Shareholders of any Fund in opposition to proxies solicited by management of the
Fund, unless a court of competent jurisdiction shall have determined that the
conduct of a majority of the Board of Trustees
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of the Fund constitutes willful misfeasance, bad faith, gross negligence or
reckless disregard of their duties. This Paragraph 9 shall survive the
termination of this Agreement.
10. ACTIVITIES OF SERVICER. The Parties recognize that Servicer may be
subject to the provisions of the Xxxxx-Xxxxxxxx Act of 1933, as amended, and
other federal and state laws and regulations governing the permissible
activities of banks and their affiliates. Servicer shall be solely responsible
for the determination that its activities and obligations pursuant to this
Agreement are permissible under such laws and regulations.
11. DURATION OF AGREEMENT. For each series or class of Shares with respect
to which a Fund has adopted a Plan, this Agreement shall continue in effect for
one year from the date of its execution and thereafter for successive periods of
one year, provided that the form of this Agreement is approved at least annually
by the Board of Trustees of that Fund, including a majority of the members of
the Board of Trustees of the Fund who are not interested persons (as defined in
the 0000 Xxx) of the Fund and have no direct or indirect financial interest in
the operation of the Fund's Plan or in any agreements related to the Plan (the
"Disinterested Trustees") case in person at a meeting called for voting on such
continuance.
12. TERMINATION.
(a) Notwithstanding paragraph 11 hereof, this Agreement may be terminated
with respect to a particular Fund as follows:
(i) at any time, without the payment of any penalty, by the vote of
the Board of Trustees of the Fund, by the vote of a majority of
the Disinterested Trustees of the Fund, or by the vote of a
majority of the outstanding voting securities of the Fund, or
separate series or class thereof, as defined in the 1940 Act on
not more than sixty (60) days' written notice to the Parties to
this Agreement;
(ii) automatically in the event of the termination of the Underwriting
Agreement or the Administrative Services Agreement between the
Fund and Distributor;
(iii)automatically in the event of the assignment (as defined in the
0000 Xxx) of this Agreement;
(iv) by either Party to the Agreement without cause by giving the
other Party at least sixty (60) days' written notice of its
intention to terminate;
(v) if Servicer is a bank, in the event of Servicer's ceasing to be a
bank as defined in Section 3(a)(6) of the 1934 Act; and
(vi) if Servicer is a registered broker-dealer, (1) in the event
Servicer ceases to be a member in good standing of the NASD or
Servicer is found to have violated any applicable federal or
state law, rule or regulation arising out of its activities as a
broker-dealer or in connection with this Agreement, or (2) upon
the occurrence of any other event which may otherwise materially
affect its ability to act in accordance with this Agreement.
(b) The termination of this Agreement with respect to any one Fund will
not cause the Agreement's termination with respect to any other Fund.
13. NOTICES. Any notice under this Agreement shall be in writing and shall
be addressed and delivered, or mailed, postage prepaid to the other Party's
principal place of business, attention: Legal Department, or to such other place
as shall have been previously specified by written notice given to the other
Party.
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14. AMENDMENTS TO AGREEMENT. This Agreement may be amended by Distributor
from time to time by the following procedure. Distributor shall provide notice
of the amendment to Servicer in the manner set forth in Paragraph 13. If
Servicer does not object to the amendment within thirty (30) days after its
receipt, the amendment shall become part of this Agreement. Servicer's objection
must be in writing and be received by Distributor within such thirty (30) days
of Servicer's receipt of the amendment. Any order to purchase Shares placed by
Servicer after notice of any amendment to this Agreement has been sent to
Servicer shall constitute Servicer's agreement to such amendment.
15. MISCELLANEOUS. This Agreement constitutes the entire agreement between
the Parties and no conditions or warranties shall be implied unless expressly
set forth herein. This Agreement and all of the rights and obligations of the
Parties hereunder shall be governed by and construed under the laws of the State
of Florida. To the extend that the applicable laws of the State of Florida
conflict with the applicable provisions of the federal securities laws, the
latter shall prevail. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
by their officers designated below.
-----------------------------
Servicer
(Please Print or Type)
-----------------------------
Address
-----------------------------
City State Zip Code
By: _________________________
Signature
Name: _______________________
Title: ________________________
InterSecurities, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000
By: _________________________
Signature
Name: _______________________
Title: ________________________
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AMENDMENT TO
SCHEDULE A FOR SERVICE AGREEMENT
Distributor is the principal underwriter for each of the following registered
investment companies:
IDEX Series Fund
IDEX Growth Portfolio IDEX Balanced Portfolio
Class A Shares Class A Shares
Class B Shares Class B Shares
Class C Shares Class C Shares
IDEX Global Portfolio IDEX Capital Appreciation Portfolio
Class A Shares Class A Shares
Class B Shares Class B Shares
Class C Shares Class C Shares
IDEX Flexible Income Portfolio IDEX Aggressive Growth Portfolio
Class A Shares Class A Shares
Class B Shares Class B Shares
Class C Shares Class C Shares
IDEX Tax-Exempt Portfolio IDEX Strategic Total Return Portfolio
Class A Shares Class A Shares
Class B Shares Class B Shares
Class C Shares Class C Shares
IDEX Income Plus Portfolio IDEX Tactical Asset Allocation Portfolio
Class A Shares Class A Shares
Class B Shares Class B Shares
Class C Shares Class C Shares
IDEX C.A.S.E. Portfolio IDEX Value Equity Portfolio
Class A Shares Class A Shares
Class B Shares Class B Shares
Class C Shares Class C Shares
IDEX International Equity Portfolio
Class A Shares
Class B Shares
Class C Shares
Dated February 1, 1997
InterSecurities, Inc.
Principal Underwriter for
IDEX Series Fund
/S/
By: _________________________
G. Xxxx Xxxxxx, President
AMENDMENT TO
SCHEDULE B FOR SERVICE AGREEMENT
A. With respect to each purchase of Shares of a Fund by or on behalf of an
Investor pursuant to an order placed by Servicer, Distributor shall pay
Servicer an amount equal to the dealer allowance, if any, specified in the
then current prospectus of that Fund that would be applicable to that
purchase of Shares if Servicer were acting as a dealer in that transaction.
The amounts due Servicer shall be paid quarterly; however, if any Shares
purchased by or through Servicer are redeemed or repurchased within seven
(7) days after Servicer's order to purchase those Shares, Servicer shall
refund to Distributor any fee paid to Servicer as a result of that order.
B. For the personal services and/or maintenance of shareholder accounts
described in Paragraph 2 of the Service Agreement, Distributor shall pay to
Servicer a fee, computed on an annual basis and paid quarterly, in an
amount equal to the applicable percentage of the average aggregate net
asset value of the Shares of the Fund, as set forth below, held by or on
behalf of Investors. For the month and year in which this Schedule B
becomes effective or the Agreement terminates, there shall be an
appropriate proration of the fee payable hereunder made on the basis of the
number of days that the Schedule or Agreement, as applicable, is in effect.
IDEX Series Fund (consisting of the following Portfolios):
IDEX Growth Portfolio
Class A Shares 0.25%
Class B Shares 0.25%
Class C Shares 0.90%*
Class T Shares N/A
IDEX Global Portfolio
Class A Shares 0.25%
Class B Shares 0.25%
Class C Shares 0.90%*
IDEX Flexible Income Portfolio
Class A Shares 0.25%
Class B Shares 0.25%
Class C Shares 0.90%*
IDEX Tax-Exempt Portfolio
Class A Shares 0.25%
Class B Shares 0.25%
Class C Shares 0.60%*
IDEX Income Plus Portfolio
Class A Shares 0.25%
Class B Shares 0.25%
Class C Shares 0.90%*
IDEX Balanced Portfolio
Class A Shares 0.25%
Class B Shares 0.25%
Class C Shares 0.90%*
IDEX Capital Appreciation Portfolio
Class A Shares 0.25%
Class B Shares 0.25%
Class C Shares 0.90%*
IDEX Aggressive Growth Portfolio
Class A Shares 0.25%
Class B Shares 0.25%
Class C Shares 0.90%*
IDEX Strategic Total Return Portfolio
Class A Shares 0.25%
Class B Shares 0.25%
Class C Shares 0.90%*
IDEX Tactical Asset Allocation Portfolio
Class A Shares 0.25%
Class B Shares 0.25%
Class C Shares 0.90%*
IDEX C.A.S.E. Portfolio
Class A Shares 0.25%
Class B Shares 0.25%
Class C Shares 0.90%*
IDEX Value Equity Portfolio
Class A Shares 0.25%
Class B Shares 0.25%
Class C Shares 0.90%*
IDEX International Equity Portfolio
Class A Shares 0.25%
Class B Shares 0.25%
Class C Shares 0.90%*
---------------------------
* Consists of an annual distribution fee of up to 0.75%, and an annual
service fee of up to 0.25%; however the total fee payable may not on an
annualized basis exceed 0.90% of the average daily net assets of Class C
shares of each Portfolio (0.60% for the Tax-Exempt Portfolio). The
Distributor currently reallows the total distribution and service fees to
Servicer for the sale of Class C shares.
Dated February 1, 1997
InterSecurities, Inc.
Principal Underwriter for
IDEX Series Fund
/S/
By:______________________________
G. Xxxx Xxxxxx, President
