EXHIBIT 99.B5
EXHIBIT 23(d)(2)(oo)
FORM OF INVESTMENT ADVISORY AGREEMENT
ON BEHALF OF IDEX PILGRIM XXXXXX TECHNOLOGY
IDEX MUTUAL FUNDS
SUB-ADVISORY AGREEMENT
This Agreement is entered into as of March 1, 2000 between IDEX
MANAGEMENT, INC., a Delaware corporation (referred to herein as "Idex
Management"), and Pilgrim Xxxxxx and Associates, Ltd. a Delaware corporation
(referred to herein as "Pilgrim Xxxxxx").
WHEREAS, Idex Management entered into a Management and Investment
Advisory Agreement (referred to herein as the "Advisory Agreement"), dated as of
March 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 Pilgrim
Xxxxxx Technology (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 Pilgrim Xxxxxx 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
Pilgrim Xxxxxx 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 PILGRIM XXXXXX. Pilgrim Xxxxxx shall act as investment
adviser to Idex Management with respect to the Fund. In this capacity, Pilgrim
Xxxxxx 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) Pilgrim Xxxxxx 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, Pilgrim Xxxxxx 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 Pilgrim Xxxxxx'x other
clients may be a party. It is understood that it is desirable for
the Fund that Pilgrim Xxxxxx 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, Pilgrim Xxxxxx 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 the IDEX 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 Pilgrim Xxxxxx in
connection with Pilgrim Xxxxxx'x services to other clients.
On occasions when Pilgrim Xxxxxx xxxxx the purchase or sale of a
security to be in the best interest of the Fund as well as other
clients of Pilgrim Xxxxxx, to the extent permitted by applicable
laws and regulations, Pilgrim Xxxxxx 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 Pilgrim Xxxxxx 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 Pilgrim Xxxxxx, 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 Pilgrim Xxxxxx 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 Pilgrim Xxxxxx 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 Pilgrim Xxxxxx 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 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 Pilgrim Xxxxxx with any further materials or
information which Pilgrim Xxxxxx may reasonably request to enable
it to perform its functions under this Agreement;
(e) to compensate Pilgrim Xxxxxx 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 Pilgrim Xxxxxx 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 Pilgrim
Xxxxxx to furnish its investment information, advice and recommendations
directly to officers of IDEX.
4. PURCHASES BY AFFILIATES. Neither Pilgrim Xxxxxx 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 Pilgrim Xxxxxx (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 PILGRIM XXXXXX. Pilgrim Xxxxxx 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 Pilgrim Xxxxxx 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. Pilgrim Xxxxxx 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, Pilgrim Xxxxxx 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 Pilgrim Xxxxxx 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 0000 Xxx) of
the Fund. This Agreement may be terminated at any time by Pilgrim Xxxxxx 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 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 ending April 30,
2001, 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 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 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 0000
Xxx) 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 0000 Xxx) 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) Pilgrim Xxxxxx shall not be required to pay any expenses of the
Fund. In particular, but without limiting the generality of the foregoing,
Pilgrim Xxxxxx 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
Pilgrim Xxxxxx 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 Pilgrim Xxxxxx are not
exclusive, and that nothing in this Agreement shall prevent Pilgrim Xxxxxx 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 Pilgrim Xxxxxx'x ability to meet its obligations to the
Fund hereunder. When Pilgrim Xxxxxx 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 Pilgrim Xxxxxx 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 Pilgrim Xxxxxx in accordance with applicable legal
requirements, and procedures adopted by the Trustees of the Fund.
(1)During the term of this Agreement, Idex Management agrees to
furnish Pilgrim Xxxxxx, 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 Pilgrim Xxxxxx or its
clients in any way.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
ATTEST: THE PILGRIM XXXXXX & ASSOCIATES, LTD.
______________________________ By:__________________________________
Title:
ATTEST: IDEX MANAGEMENT, INC.
______________________________ By:__________________________________
Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxxx
Assistant Vice President, Compliance President and Chief Executive Officer
Officer and Assistant Secretary
Sub-Advisory Agreement
SCHEDULE A
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FUND COMPENSATION TERMINATION DATE
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IDEX PILGRIM XXXXXX TECHNOLOGY 0.55% of the first $500 million of April 30, 2001
the fund's average daily net assets
and 0.50% of assets in excess of $500
million
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