EXHIBIT 99.d(3)
EXHIBIT 23(d)(1)(VV)
SUB-ADVISORY AGREEMENT
IDEX MUNDER NET50
IDEX MUTUAL FUNDS
FORM OF SUB-ADVISORY AGREEMENT
This Agreement is entered into as of December 1, 2000 between IDEX
MANAGEMENT, INC., a Delaware corporation (referred to herein as "Idex
Management"), and Munder Capital Management, a Delaware corporation (referred to
herein as "Munder").
WHEREAS, Idex Management entered into a Management and Investment
Advisory Agreement (referred to herein as the "Advisory Agreement"), dated as of
December 1, 2000 with IDEX Mutual Funds, a Massachusetts business trust
(referred to herein as "IDEX"), an open-end management investment company
registered under The Investment Company Act of 1940 (the "1940 Act"), on behalf
of IDEX Munder Net50 (the "Fund"), under which Idex Management has agreed, among
other things, to act as investment adviser to the Fund.
WHEREAS, the Advisory Agreement provides that Idex Management may
engage Munder to furnish investment information and advice to assist Idex
Management in carrying out its responsibilities under the Advisory Agreement as
investment adviser to the Fund.
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
Munder 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 MUNDER. Munder shall act as investment adviser to Idex
Management with respect to the Fund. In this capacity, Munder shall have the
following responsibilities:
(a) to provide a continuous investment program for the Fund including
management of the acquisition, holding or disposition of any or
all of the securities or other assets which the Fund may own or
contemplate acquiring from time to time;
(b) Munder will place orders for the purchase and sale of securities
primarily with or through such persons, brokers or dealers whom it
believes will provide the most favorable price and efficient
execution. Within the framework of this policy and in accordance
with Section 28(e) of the Securities & Exchange Act of 1934,
Munder may consider the financial responsibility, research and
investment information and other services provided by brokers or
dealers who may effect or be a party to any such transaction or
other transactions to which Munder's other clients may be a party.
It is understood that it is desirable for the Fund that Munder
have access to supplemental investment and market research and
security and economic analysis provided by brokers who may execute
brokerage transactions at a higher cost to the Fund that may
result when allocating brokerage to other brokers solely on the
basis of seeking the most favorable price. Therefore, Munder is
authorized to place orders for the purchase and sale of securities
for the Fund with such brokers, subject to review by Idex
Management and IDEX's Board of Trustees, from time to time, with
respect to the extent and continuation of this practice. It is
understood that the services provided by such brokers also may be
useful to Munder in connection with Munder's services to other
clients.
On occasions when Munder deems the purchase or sale of a security
to be in the best interest of the Fund as well as other clients of
Munder, to the extent permitted by applicable laws and
regulations, Munder may, but shall be under no obligation to,
aggregate the securities to be so purchased or sold in order to
obtain the most favorable price or lower brokerage commissions and
efficient execution. In such event, allocation of the securities
so purchased or sold, as well as the expenses incurred in the
transaction, will be made by Munder in the manner it considers to
be the most equitable and consistent with its fiduciary
obligations to the Fund and to such other clients.
(c) 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 IDEX and appropriate officers of IDEX
fully informed as to the condition of the investment portfolio of
the Fund, the investment recommendations of Munder, and the
investment considerations which have given rise to those
recommendations;
(d) to furnish such statistical and analytical information and reports
as may reasonably be required by Idex Management from time to
time; and
(e) to supervise the purchase and sale of securities.
2. OBLIGATIONS OF IDEX MANAGEMENT. Idex Management shall have the
following obligations under this Agreement:
(a) to keep Munder continuously and fully informed as to the
composition of the Fund's investment portfolio and the nature of
the Fund's assets and liabilities from time to time;
(b) to furnish Munder with a certified copy of the IDEX By-laws and
with a certified copy of any financial statement or report
prepared for the Fund by certified or independent public
accountants, and with copies of any financial statements or
reports made by the Fund to its shareholders or to any
governmental body or securities exchange;
(c) to promptly furnish Munder with copies of the Fund's current
prospectus and statement of additional information, together with
any investment restrictions or limitations imposed upon the
management of the assets of the Fund by the IDEX's Board of
Trustees or officers, or those imposed by Idex Management, and
copies of any or all Exemptive Orders or no-action letters
received by the Trust from the Securities and Exchange Commission
which may apply to the Fund.
(d) to furnish Munder with any further materials or information which
Munder may reasonably request to enable it to perform its
functions under this Agreement;
(e) to compensate Munder for its services provided, and the expenses
assumed under this Agreement, by (i) the payment of a monthly fee
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.
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 Munder hereunder shall be payable upon receipt by
Idex Management from the Fund of fees payable to Idex Management
under Section 6 of the Advisory Agreement; and
3. TREATMENT OF INVESTMENT ADVICE. Idex Management may direct Munder to
furnish its investment information, advice and recommendations directly to
officers of IDEX.
4. PURCHASES BY AFFILIATES. Neither Munder nor any of its officers or
Directors shall take a long or short position in the securities issued by the
Fund. This prohibition, however, shall not prevent the purchase from the Fund of
shares issued by the Fund on behalf of the Fund by the officers and Directors of
Munder (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 MUNDER. Munder may rely on information provided to it
by Idex Management or IDEX reasonably believed by it to be accurate and
reliable. Except as may otherwise be provided by the 1940 Act, neither Munder
nor its officers, directors, employees or agents shall be subject to any
liability to the Fund or any shareholders of the Fund or to Idex Management 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. Munder 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, Munder will act in conformity with the
IDEX Declaration of Trust, Bylaws, and current prospectus and with the
instructions and direction of Idex Management and IDEX 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 the Fund upon the termination of the Advisory Agreement with respect
to such Fund. This Agreement may be terminated at any time with respect to the
Fund, without penalty, by Idex Management or by IDEX by giving 60 days' written
notice of such termination to Munder at its principal place of business,
provided that, if terminated by IDEX, such termination is approved by the Board
of Trustees of IDEX or by vote of a majority of the outstanding voting
securities (as that phrase is defined in Section 2(a)(42) of the ▇▇▇▇ ▇▇▇) of
the Fund. This Agreement may be terminated at any time by Munder by giving 60
days' written notice of such termination to IDEX 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 ▇▇▇▇
▇▇▇) of this Agreement.
9. TERM. This Agreement shall continue in effect, unless sooner
terminated in accordance with its terms, for an initial term ending April 30,
2002, 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 IDEX who are not parties hereto or interested persons (as
that term is defined in Section 2(a)(19) of the ▇▇▇▇ ▇▇▇) 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 IDEX 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 the Fund
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 ▇▇▇▇
▇▇▇) of such Fund and the approval by the vote of a majority of the Trustees of
IDEX who are not parties hereto or interested persons (as that term is defined
in Section 2(a)(19) of the ▇▇▇▇ ▇▇▇) of any such party, cast in person at a
meeting called for the purpose of voting on the approval of such amendment,
unless otherwise permitted by the 1940 Act.
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.
12. MISCELLANEOUS
(a) Munder shall not be required to pay any expenses of the Fund.
In particular, but without limiting the generality of the foregoing, Munder
shall not be responsible for the following expenses of the Fund: organization
and certain offering expenses of the Fund, legal expenses; auditing and
accounting expenses; interest expenses; telephone, telex, facsimile, postage and
other communications expenses; taxes and governmental fees; fees, dues and
expenses incurred by or with respect to the Fund in connection with membership
in investment company trade organization; costs of insurance relating to
fidelity coverage for the Fund's officers and employees; fees and expenses of
the Fund's custodian, any subcustodian, transfer agent registrar, or dividend
disbursing agent; payments to Idex Management for maintaining the Fund's
financial books and records and calculating the daily net asset value; other
payments for portfolio pricing or valuation services to pricing agents,
accountants, bankers and other specialists, if any; expenses of preparing share
certificates; other expenses in connection with the issuance, offering,
distribution, sale or redemption of securities issued by the Fund; expenses
relating to investor and public relations; expenses of registering and
qualifying shares of the Fund for sale; freight, insurance and other charges in
connection with the shipment of the Fund's portfolio securities; brokerage
commissions or other costs of acquiring or disposing of any portfolio securities
or other assets of the Fund, or of entering into other transactions or engaging
in any investment practices with respect to the Fund; expenses of printing and
distributing prospectuses, Statements of Additional Information, reports,
notices and dividends to stockholders; costs of stationery; any litigation
expenses; and costs of stockholders' meetings; costs relating to meetings of the
Board of Trustees of IDEX except
for travel expenses for representatives of Munder to the extent that such
expenses relate to attendance at meetings of the Board of Trustees of IDEX with
respect to matters concerning the Fund, or any committees thereof or advisers
thereto.
(b) It is understood that the services of Munder are not exclusive,
and that nothing in this Agreement shall prevent Munder from providing similar
services to other investment companies or to other series of investment
companies, or from engaging in other activities, provided such other services
and activities do not, during the term of the Agreement, interfere in a material
manner with Munder's ability to meet its obligations to the Fund hereunder. When
Munder recommends the purchase or sale of the same security for the Fund, it is
understood that in light of its fiduciary duty to the Fund, such transactions
will be executed on a basis that is fair and equitable to the Fund. In
connection with purchases or sales of portfolio securities for the account of
the Fund, neither Munder nor any of its directors, officers or employees shall
act as principal or agent or receive any commission, provided that portfolio
transactions for the Fund may be executed through firms affiliated with Munder
in accordance with applicable legal requirements, and procedures adopted by the
Trustees of the Fund.
(b) During the term of this Agreement, Idex Management agrees to
furnish Munder, at is principal office, all prospectuses,
proxy statements, reports to shareholders, sales literature
or other materials prepared for distribution to shareholders
of the Fund, IDEX or the public that refer to Munder or its
clients in any way.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
ATTEST: MUNDER CAPITAL MANAGEMENT
______________________________ By:_____________________________
Secretary Title:
ATTEST: IDEX MANAGEMENT, INC.
______________________________ By:_____________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Vice President, Compliance President and Chief Executive
Officer and Assistant Secretary Officer
Sub-Advisory Agreement
SCHEDULE A
------------------------------------------ --------------------------------------- --------------------------
FUND ANNUAL PERCENTAGE OF TERMINATION
MONTHLY AVERAGE DAILY DATE
NET ASSETS
------------------------------------------ --------------------------------------- --------------------------
IDEX MUNDER NET50 0.65% of the first $1 Billion of the APRIL 30, 2002
fund's average daily net assets and
0.60% of assets in excess of $1
Billion
------------------------------------------ --------------------------------------- --------------------------
