IDEX II SERIES FUND
TRANSFER AGENCY AGREEMENT
AMENDED FEE SCHEDULE
EXHIBIT A
For its services as Transfer Agent, the Fund shall pay to Idex Investor
Services, Inc. the following fees*:
$ 12.00 per open account per year (pro rated)**
$ 2.43 set up fee for each new account established
$ 1.45 per closed account per year
* Less the amount of credits, if any, received by or applied to the transfer
agent from DST Systems, Inc. for brokerage of portfolio transactions of the
Fund placed by or through a broker/dealer affiliated with DST Systems, Inc.
** This $12.00 fee includes the annual base rate per open account of
$10.00, plus an additional annual $2.00 per open account fee, contingent
upon review after one year, which is to cover expenses paid by the transfer
agent for the Imaging technology system, including projected annual
operating costs and training resources.
Effective this day, April 1, 1994
IDEX II SERIES FUND IDEX INVESTOR SERVICES, INC.
/S/ X. XXXX XXXXXX /S/ XXXXXX X. XXXXXXXX
By: _______________________ By: ________________________
G. Xxxx Xxxxxx Xxxxxx X. Xxxxxxxx
President and Chief Senior Vice President
Executive Officer
CERTIFICATE OF
IDEX II SERIES FUND
I, Xxxxx X. Xxxxxxx, Assistant Vice President and Secretary of IDEX II
Series Fund (the "Fund"), hereby certify that the following resolutions were
duly adopted by the Board of Trustees of the Fund on March 14, 1994, which
resolutions have not been amended, rescinded or annulled and remain in full
force and effect:
WHEREAS, Section 5 of the Transfer Agency Agreement, as amended, for each
of the Funds provides for annual fee adjustments based on the average of
the Consumer Price Index ("CPI") and Producer Price Index ("PPI"); and
WHEREAS, the Board of Trustees has determined that it is in the best
interest of the Fund and its shareholders to obtain the anticipated
benefits of the Transfer Agent's acquisition of Imaging equipment to
enhance customer service for the Funds;
NOW THEREFORE BE IT
RESOLVED, that the revised fee schedule for the Transfer Agency Agreement
between each Fund and Idex Investor Services, Inc. ("IIS") reflecting a
1.45% increase in the fees payable pursuant to the Transfer Agency
Agreement, which represents the average of the CPI and PPI for 1993, a copy
of which is attached to these minutes as Exhibit B, be, and it hereby is,
approved; and
FURTHER RESOLVED, that the appropriate officers of and counsel to the Funds
be, and they hereby are, directed to prepare and execute an amendment to
the Transfer Agency Agreement between each Fund and IIS, that would
expressly include an additional annual $2.00 per open account fee to cover
expenses paid by IIS for the Imaging technology system, including projected
annual operating costs and training resources; and
FURTHER RESOLVED, that in March of 1995, the Trustees intend to re-evaluate
the $2.00 per open account additional annual fee in light of the expenses
actually incurred by IIS in connection with the acquisition and
implementation of Imaging technology, and if appropriate, to consider an
adjustment in the amount of such fee.
/S/ XXXXX X. XXXXXXX
DATED: April 1, 1994 By: _______________________________________
Xxxxx X. Xxxxxxx
Assistant Vice President and Secretary
IDEX II Series Fund
IDEX II SERIES FUND
FOURTH AMENDMENT TO TRANSFER AGENCY AGREEMENT
THIS AMENDMENT TO TRANSFER AGENCY AGREEMENT (the "Amendment") is made and
entered into this 1st day of April, 1996, between IDEX II Series Fund, a
Massachusetts business trust and registered investment company with its
principal place of business at 000 Xxxxxxxx Xxxxxx, Xxxxx, Xxxxxxx 00000 (the
"Fund") and IDEX INVESTOR SERVICES, INC., a registered transfer agent with
offices at 000 Xxxxxxxx Xxxxxx, Xxxxx, Xxxxxxx 00000 (the "Transfer Agent").
RECITALS
A. The Fund and the Transfer Agent have entered into a Transfer Agency
Agreement dated February 1, 1988, as amended March 12, 1989, March 16, 1992 and
April 1, 1993 (the "Transfer Agency Agreement").
B. Section 5(a) of the Transfer Agency Agreement provides that the Transfer
Agent fees payable by the Fund shall be set forth in a Fee Schedule which shall
be attached to the Transfer Agency Agreement as Exhibit A, and Section 5(b) of
the Transfer Agency Agreement provides that such Fee Schedule may be amended
from time to time by attaching a revised Fee Schedule and a certified resolution
of the Trustees of the Fund to the Transfer Agency Agreement.
C. Two Amendments to the Transfer Agency Agreement were executed on March
12, 1989 and March 16, 1992, respectively, which provided that the compensation
rate established on the Fee Schedule be automatically adjusted annually by a
factor designed to take into account inflation. In addition, the Fee Schedule
has been amended from time to time to take into account various circumstances,
with the approval of the Trustees of the Fund.
D. The parties desire to further amend the Transfer Agency Agreement
regarding the compensation payable thereunder to the Transfer Agent to provide
that the Trustees of the Fund will annually review the compensation payable to
the Transfer Agent pursuant to this Agreement, based on several factors.
Now, therefore, the parties agree as follows:
1. COMPENSATION. The transfer agent fees payable to the Transfer Agent as
set forth on the Fee Schedule attached to the Transfer Agency Agreement as
Exhibit A shall be reestablished annually, commencing April 1, 1996, by specific
action of the Trustees of the Fund. The Trustees shall determine the transfer
agent fees payable annually by considering any and all factors that they shall
deem necessary and appropriate, including, but not limited to, the following:
the current rate of inflation, the operating results of the Transfer Agency,
whether the Transfer Agency has opened more accounts than it has closed during
the past year, industry comparable information from other transfer agents
(whether based on information provided by the Investment Company Institute or
otherwise), the extent of separate transaction fees being charged to
shareholders of the Fund in addition to the transfer agency fees.
2. REMAINDER OF AGREEMENT. Except as expressly amended herein, the Transfer
Agency Agreement remains in full force and effect.
IDEX II SERIES FUND, IDEX INVESTOR SERVICES, INC.,
a Massachusetts business trust a Florida corporation
/S/ X. XXXX XXXXXX /S/ XXXXXX X. XXXXXXXX
By:____________________________ By:___________________________
X. Xxxx Xxxxxx, Xxxxxx X. Xxxxxxxx,
President and Chief Executive Officer Senior Vice President
IDEX II SERIES FUND
THIRD AMENDMENT TO TRANSFER AGENCY AGREEMENT
THIS AMENDMENT TO TRANSFER AGENCY AGREEMENT ("Amendment") is made and
entered into this 1st day of April, 1993, between IDEX II Series Fund, a
Massachusetts business trust and registered investment company with its
principal place of business at 000 Xxxxxxxx Xxxxxx, Xxxxx, Xxxxxxx 00000 (the
"Fund") and IDEX INVESTOR SERVICES, INC., a registered transfer agent with
offices at 000 Xxxxxxxx Xxxxxx, Xxxxx, Xxxxxxx 00000 (the "Transfer Agent").
RECITALS
A. The Fund and the Transfer Agent have entered into a Transfer Agency
Agreement dated February 1, 1988, as amended March 16, 1992 (the "Transfer
Agency Agreement").
B. The parties desire to amend Section 5(c) of the Transfer Agency
Agreement to expressly include in reimbursable out-of-pocket expenses the
charges paid by the Transfer Agent to DST Systems, Inc. ("DST") for system usage
and programming charges.
Now, therefore, the parties agree Section 5(c) of the Transfer Agency
Agreement is amended in its entirety to read as follows:
5. COMPENSATION AND EXPENSES.(c) In addition to the transfer agent fees
payable to the Transfer Agent in accordance with the Fee Schedule attached as
Exhibit A to the Transfer Agency Agreement, the Fund agrees to reimburse
Transfer Agent for all reasonable out-of-pocket expenses or advances in
connection with the performance of services under this Agreement, including
without limitation, postage, envelopes, printing, check forms, forms for reports
and statements, stationery, microfilming, telephone and telegraph charges,
including charges for a telephone drop line, DST charges for system usage and
programming, and similar items. Transfer Agent will provide to Fund, not less
frequently than monthly, a detailed accounting of all out-of-pocket expenditures
made by Transfer Agent on behalf of the Fund.
IDEX II Series Fund, IDEX INVESTOR SERVICES, INC.,
Massachusetts business trust a Florida corporation
/S/ X. XXXX XXXXXX /S/ XXXXXX X. XXXXXXXX
By:____________________________ By:___________________________
X. Xxxx Xxxxxx, Xxxxxx X. Xxxxxxxx
President and Chief Senior Vice President
Executive Officer
AMENDMENT TO TRANSFER AGENCY AGREEMENT
THIS AMENDMENT TO TRANSFER AGENCY AGREEMENT ("Amendment") is made and
entered into this 16th day of March, 1992, between IDEX II Series Fund, a
Massachusetts business trust and registered investment company with its
principal place of business at 000 Xxxxxxxx Xxxxxx, Xxxxx, Xxxxxxx 00000 (the
"Fund") and IDEX INVESTOR SERVICES, INC., a registered transfer agent with
offices at 000 Xxxxxxxx Xxxxxx, Xxxxx, Xxxxxxx 00000 (the "Transfer Agent").
RECITALS
A. The Fund and the Transfer Agent have entered into a Transfer Agency
Agreement dated February 1, 1988 (the "Transfer Agency Agreement").
B. On March 12, 1989, the parties entered into an Amendment to Transfer
Agency Agreement, to provide for the periodic adjustment of the compensation
payable thereunder to the Transfer Agent, (the "Previous Amendment").
C. The parties desire to revise the formula set forth in the Previous
Amendment and intend this Amendment to supersede the Previous Amendment.
Now, therefore, the parties agree as follows:
1. COMPENSATION. The transfer agent fees payable to the Transfer Agent as
set forth on Exhibit A to the Transfer Agency Agreement, shall be reestablished
annually, commencing April 1, 1992. Such re-established compensation shall be
computed by (1) multiplying the compensation rate then in effect by the average
(arithmetic mean) of the percentage increase in the "Consumer Price Index" and
the percentage increase in the "Producer Price Index" for the immediately
preceding fiscal year as published by the United States Department of Labor
Bureau of Labor Statistics, or any successor index thereto; and (ii) adding the
product of such computation to the then-current compensation rate to determine
the new adjusted compensation rate; provided, however, that any such fee
adjustment shall not take effect unless approved by the Trustees of the Fund.
2. REMAINDER OF AGREEMENT. Except as expressly amended herein, the Transfer
Agency Agreement remains in full force and effect.
IDEX II Series Fund, IDEX INVESTOR SERVICES, INC.,
a Massachusetts business trust a Florida corporation
/S/ X. XXXX XXXXXX /S/ XXXXXX X. XXXXXXXX
By:____________________________ By:___________________________
X. Xxxx Xxxxxx, Xxxxxx X. Xxxxxxxx
President and Chief Senior Vice President
Executive Officer
AMENDMENT TO TRANSFER AGENCY AGREEMENT
THIS AMENDMENT TO TRANSFER AGENCY AGREEMENT is made and entered into this
12th day of March, 1989, between IDEX II, a Massachusetts business trust and
registered investment company with its principal place of business at 000
Xxxxxxxx Xxxxxx, Xxxxx, Xxxxxxx 00000 (the "Fund"), and IDEX INVESTOR SERVICES,
INC., a registered transfer agent with offices at 000 Xxxxxxxx Xxxxxx, Xxxxx,
Xxxxxxx 00000 (the "Transfer Agent").
RECITALS
A. The Fund and the Transfer Agent entered into a Transfer Agency Agreement
dated February 1, 1988 (the "Transfer Agency Agreement").
B. The parties desire to amend the Transfer Agency Agreement to provide for
the periodic adjustment of the compensation payable thereunder to the Transfer
Agent.
Now, therefore, the parties agree as follows:
1. COMPENSATION. The transfer agent fees payable to the Transfer Agent as
set forth on Exhibit A to the Transfer Agency Agreement shall be re-established
annually, commencing April 1, 1989. Such re-established compensation shall be
computed by (i) multiplying the compensation rate then in effect by the
percentage increase in the "Consumer Price Index" or the "Producer Price Index"
for the immediately preceding fiscal year, whichever is less, as published by
the United States Department of Labor, Bureau of Labor Statistics, or any
successor index thereto; and (ii) adding the product of such computation to the
then-current compensation rate to determine the new adjusted compensation rate;
provided, however, that any such fee adjustment shall not take effect until
approved by the Trustees of the Fund.
2. REMAINDER OF AGREEMENT. Except as expressly amended herein, the Transfer
Agency Agreement remains in full force and effect.
IDEX II, a Massachusetts IDEX INVESTOR SERVICES, INC.,
business trust a Florida corporation
/S/ XXXX X. XXXXXX G. XXXX XXXXXX
By: ___________________________ By: _________________________
Xxxx X. Xxxxxx, President X. Xxxx Xxxxxx, President
IDEX II AND IDEX INVESTOR SERVICES, INC.
TRANSFER AGENCY AGREEMENT
THIS TRANSFER AGENCY AGREEMENT is made and entered into as of this _1st__
day of _February__, 1988 between IDEX II, a Massachusetts business trust and
registered investment company with its principal place of business at 000
Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000, (the "Fund") and IDEX
Investor Services, Inc., a registered transfer agent with offices at 000
Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxx, Xxxxxxx, 00000 (the "Transfer Agent").
In consideration of the mutual covenant herein contained, the parties
hereto agree as follows;
1. APPOINTMENT.
(a) The Fund hereby employs and appoints Transfer Agent as its transfer
agent and dividend disbursing agent effective February 1, 1988, for all shares
of beneficial interest of the Fund, now or hereafter issued, and for any further
class or classes of shares that the Fund subsequently may issue.
(b) Transfer Agent xxxxxx accepts such employment and appointment and
agrees that it will act as the Fund's transfer agent and dividend disbursing
agent, and that in connection therewith, it will perform all of the usual and
ordinary services of a transfer agent and dividend disbursing agent, including,
without limitation, the following services and functions: issuing, transferring
and cancelling certificates of shares of beneficial interest, maintaining all
shareholder accounts, preparing shareholder meeting lists, mailing proxies,
receiving and tabulating proxies, mailing shareholder reports and prospectuses,
withholding taxes on non-resident alien and foreign corporation accounts, for
pension and deferred income, back-up withholding or other instances agreed upon
by the parties, preparing and mailing checks for disbursement of income
dividends and capital gains distributions, preparing and filing Form 1099 for
all shareholders, preparing and mailing confirmation forms to shareholders and
dealers for all transactions in shareholders accounts for which confirmations
are required, recording reinvestments of dividends and distributions in Fund
shares, recording redemptions of Fund shares and preparing and mailing checks
for payments upon redemptions and for disbursements to systematic withdrawal
plan holders.
(c) It is understood that the Transfer Agent is an affiliate of the Fund's
investment adviser, IDEX Management, Inc. (the "Adviser") and the Fund's
Principal Underwriter, Pioneer Western Distributors, Inc. ("Distributor"), and
that directors, officers, employees and agents of the Transfer Agent may be
interested in the Adviser, the Distributor or the Fund, or all of them, as
trustees, directors, officers, employees, agents, shareholders, or otherwise, of
the Adviser, the Distributor, the Fund or all of them.
(d) The Fund understands and agrees that the Transfer Agent may, in its
discretion, subcontract for certain of the services to be provided hereunder.
2. REPRESENTATIONS AND WARRANTIES OF TRANSFER AGENT. Transfer Agent
represents and warrants to Fund that:
(a) It is a corporation duly organized and existing in good standing under
the laws of the State of Florida.
(b) It is registered as a transfer agent to the extent required under the
Securities Act of 1934.
3. REPRESENTATIONS AND WARRANTIES OF THE FUND. The Fund represents and
warrants to Transfer Agent that:
(a) It is a business trust duly organized and existing in good standing
under the laws of the Commonwealth of Massachusetts.
(b) It is an open-end diversified management investment company registered
under the Investment Company Act of 1940, as amended.
(c) A registration statement under the Securities Act of 1933 has been
filed and is effective with respect of all shares of the Fund to be offered for
sale.
(d) The Fund has the power under applicable laws and under its Declaration
of Trust and Bylaws to enter into and perform this Agreement.
4. DOCUMENTS TO BE SUPPLIED.
(a) On or before the effective date of this Agreement, Fund shall deliver
to the Transfer Agent the following documents:
(1) A certified copy of the Fund's Declaration of Trust and all
amendments thereto;
(2) A certified copy of the Bylaws of the Fund as then in effect;
(3) Certified copies of the resolutions of the Trustees of the Fund
authorizing the execution of this Agreement and designating certain
authorized persons to give instructions to Transfer Agent and to sign
certificates of shares of beneficial interest of the Fund;
(4) A specimen certificate for shares of the Fund in the form approved
by the Trustees, accompanied by a certificate of the Secretary of the Fund
as to such approval;
(5) Specimens of the signatures of the officers of the Fund authorized
to sign certificates of shares of beneficial interest and of individuals
authorized to sign written instructions and requests;
(6) Copies of account application forms and other documents relating
to shareholder accounts;
(7) Copies of the registration statement and amendments thereto, filed
with the Securities and Exchange Commission;
(8) Copies of all agreements then in effective between the Fund and
any agent with respect to the issuance, sale or cancellation of shares;
(9) A legal memorandum with respect to the status of shares of
beneficial interest of the Fund under state securities laws; and
(10) An opinion of counsel for the Fund with respect to the validity
of the shares of beneficial interest of the Fund.
(b) From time to time during the term of this agreement, the Fund shall
also furnish the Transfer Agent with the following documents:
(1) A certified copy of any amendment to the Declaration of Trust and
Bylaws of the Fund;
(2) Certified copies of each additional resolution of the Trustees of
the Fund designating authorized persons to give instructions to the
Transfer Agent;
(3) Certificates as to any change in officers, trustees or authorized
persons of the Fund;
(4) Each registration statement filed with the Securities and Exchange
Commission, and each amendment and/or with respect thereto, with respect to
the sale of shares of the Fund;
(5) Specimens of any new certificates for Fund shares accompanied by
appropriate resolutions of the Trustees of the Fund approving such forms;
(6) Such other documents, certificates or opinions as the transfer
agent may reasonably request.
5. COMPENSATION AND EXPENSES.
(a) In consideration for its services hereunder as transfer agent and
dividend disbursing agent, the Fund shall pay to Transfer Agent fees in
accordance with the Fee Schedule attached hereto as Exhibit A.
(b) The compensation agreed to in this Agreement may be changed from time
to time by the parties by attaching to this Agreement a revised Fee Schedule,
dated and signed by an authorized officer of each party, and a certified
resolution of the Trustees of the Fund authorizing such revised Fee Schedule.
(c) In addition to the Transfer Agent fee paid pursuant to subparagraph
(a), above, Fund agrees to reimburse Transfer Agent for all reasonable
out-of-pocket expenses or advances in connection with the performance of
services under this Agreement, including, without limitation, postage,
envelopes, printing, check forms, forms for reports and statements, stationery,
microfilming, telephone and telegraph charges, including charges for a telephone
drop line, and similar items. Transfer Agent will provide to Fund, not less
frequently than monthly, a detailed accounting of all out-of-pocket expenditures
made by Transfer Agent on behalf of the Fund.
(d) Transfer Agent shall bill the Fund as soon as practicable after the end
of each calendar month for the fee due for that month, and said xxxxxxxx shall
be detailed in accordance with the Fee Schedule of the Fund. The Fund shall
promptly pay to the Transfer Agent the amount of such billing.
6. SALE OF SHARES.
(a) Whenever the Fund shall sell or cause to be sold any shares of
beneficial interest, the Fund shall provide or cause to be provided to the
Transfer Agent information concerning such sales, including: (i) the number of
shares sold, the trade date and price; (ii) the amount of money to be delivered
to the Custodian of the Fund for the sale of such shares; (iii) in the case of a
new account, a new account application or sufficient information to establish an
account.
(b) The Transfer Agent will, upon receipt by it of a check or other payment
identified by it as an investment in shares of the Fund and drawn or endorsed to
the Transfer Agent as agent for, or identified as being for the account of, the
Fund, promptly deposit such check or other payment to the appropriate account
and shall cause the investment to be duly recorded on the shareholder records of
the Fund. The Transfer Agent will notify the Fund, or its designee, and the
Custodian of all purchases and related account adjustments. Out of the money
received in payment for shares, Transfer Agent shall pay to the Custodian the
net asset value per share and shall pay to the Fund's Principal Underwriter its
commission.
(c) Upon receipt of the information required under subparagraph (a) and
notification from the Custodian that such money has been received by it, the
Transfer Agent shall issue to the purchaser or his authorized agent such shares
as he is entitled to receive, based upon the appropriate net asset value of the
Fund's shares, determined in accordance with applicable federal law or
regulation, as described in the Fund's current prospectus. In issuing shares to
a purchaser or his authorized agent, the Transfer Agent shall be entitled to
rely upon the latest written directions, if any, previously received by the
Transfer Agent from the purchaser or his authorized agent concerning the
delivery of such shares.
(d) In connection with wire orders or telephone orders for shares, Transfer
Agent will follow such procedures which may established by the Fund from time to
time. All wire or telephone purchases will be subject to such additional
requirements as may be described in the Fund's current prospectus. The Fund and
the Transfer Agent reserve the right to modify or terminate the procedures for
wire orders or telephone orders at any time.
7. TRANSFERS AND EXCHANGES. The Transfer Agent is authorized to review and
process transfers of shares of the Fund and exchanges between the Fund and other
mutual funds as permitted in the current prospectus for the Fund. If shares to
be transferred are represented by outstanding certificates, the Transfer Agent
shall, upon surrender to it of the certificates in proper form for transfer, and
upon cancellation thereof, countersign and issue new certificates for a like
number of shares and deliver the same. If the shares to be transferred are not
represented by outstanding certificates, the Transfer Agent shall, upon an order
thereof by or on behalf of the registered holder thereof in proper form, credit
the same to the transferee on its books. If the shares are to be exchanged for
shares of another mutual fund, the Transfer Agent will process such exchange in
the same manner as a redemption and sale of shares, except that it may, in its
discretion, waive requirements for information and documentation.
8. REDEMPTION.
(a) Transfer Agent shall redeem shares of the Fund upon receipt by Transfer
Agent of: (i) a written request for redemption, signed by each registered owner
exactly as the shares are registered; (ii) any certificates which have been
issued for such shares, properly endorsed; (iii) signature guarantees to the
extent required by the Transfer Agent as described in the current prospectus for
the Fund; (iv) any additional documents required by the Transfer Agent for
redemption by corporations, executors, administrators, guardians and others
acting in a representative capacity. The Transfer Agent will, consistent with
procedures which may be established by the Fund from time to time for redemption
by wire or telephone, upon receipt of such a wire order or telephone redemption
request, redeem shares and transmit the proceeds of such redemption to the
redeeming shareholder as directed. All wire or telephone redemptions will be
subject to such additional requirements as may be described in the Fund's
current prospectus. The Fund and the Transfer Agent reserve the right to modify
or terminate the procedures for wire orders or telephone redemptions at any
time.
(b) If the Transfer Agent has received a completed application and
authorization of redemption by draft signed by the registered owner in
accordance with procedures established by the Fund, Transfer Agent will, as
agent for the shareholder, upon receipt of a redemption draft cause the Fund to
redeem a sufficient number of shares in the shareholder's account to cover the
amount of the draft. All draft redemptions will be subject to such additional
requirements as may be described in the Fund's current prospectus and the rules
and regulations of the Transfer Agent.
(c) Upon receipt of all necessary information and documentation relating to
a redemption, the Transfer Agent will issue to the Custodian an advice setting
forth the number of shares of the Fund received by the Transfer Agent for
redemption and that such shares are valid and in good form for redemption. The
Transfer Agent shall,
upon notification that the Custodian has transferred funds for the redemption of
shares to a redemption account at the Custodian or at another bank, pay such
monies to the shareholder, his authorized agent or legal representative.
9. CONFIRMATIONS. Upon each transaction in a shareholder's account,
Transfer Agent shall mail confirmations of such transactions to shareholders and
dealers in a timely fashion.
10. DUTIES AS DIVIDEND DISBURSING AGENT.
(a) Transfer Agent will maintain one or more deposit accounts as dividend
disbursing agent for the Fund, into which the funds for payment of dividends and
distributions provided for hereunder will be deposited and against which checks
will be drawn.
(b) The Fund will promptly notify the Transfer Agent of the declaration of
any dividend or distribution. The Fund shall furnish to the Transfer Agent a
certificate of an authorized person specifying the date of the declaration of
such dividend or distribution, the payment date thereof, the record date as of
which shareholders entitled to payment shall be determined, the amount payable
per share to shareholders of record as of that date, and the total amount
payable to the Transfer Agent on the payment date.
(c) On or before the payable date of any dividend or distribution, the
Transfer Agent shall notify the Fund's Custodian of the the estimated amount of
cash required to pay said dividend or distribution, and the Fund agrees that, on
or before the mailing date of such dividend or distribution, the Fund shall
instruct the Custodian to place in a dividend disbursing account at such bank as
may be directed by the Transfer Agent, the funds equal to the cash amount to be
paid out to shareholders. Transfer Agent shall, in accordance with shareholder
instructions, calculate, prepare and mail checks to or (where appropriate)
credit such dividends or distributions to the account of, Fund shareholders, and
maintain and safeguard all underlying records.
(d) Transfer Agent shall replace lost checks upon receipt of properly
executed affidavits and maintain stop payment orders against such replaced
checks.
(e) Transfer Agent shall not be liable for any improper payments made in
accordance with resolutions of the Trustees of the Fund.
(f) Transfer Agent shall prepare and mail to each Fund shareholder such
information which respect to each dividend or distribution as is required by
applicable by federal and state income tax laws and regulations and by the
Investment Company Act of 1940.
11. CERTIFICATES.
(a) The Fund shall supply Transfer Agent with an adequate supply of blank
share certificates to meet the Transfer Agent's requirements therefor. Such
share certificates will be signed manually or by facsimile signatures of the
officers of the Fund authorized by law and by the Bylaws of the Fund to sign
such share certificates. The Fund agrees that, notwithstanding the death,
resignation or removal of any officer of the Fund whose signature appears on
such certificates, the Transfer Agent may continue to countersign certificates
which bear such signatures until otherwise directed in writing by the Fund.
(b) The Transfer Agent shall maintain a record of each certificate issued
and the number of shares represented thereby and the holder of record of such
shares, and shall maintain a stop transfer record on lost and/or replaced
certificates.
(c) The Transfer Agent agrees to prepare, issue and mail certificates for
shares as requested by shareholders of the Fund in accordance with the
instructions of the Fund and to confirm such issuance to the shareholder and the
Fund or its designee.
(d) The Fund hereby authorizes the Transfer Agent to issue replacement
share certificates in lieu of certificates which have been lost, stolen or
destroyed, without any further action of the Trustees or any officer of the
Fund, upon receipt by the Transfer Agent of properly executed affidavits or lost
certificate bonds in form satisfactory to the Transfer Agent, and the Fund and
the Transfer Agent shall be obligees under any such bond.
(e) The Transfer Agent may establish such rules and regulations governing
the transfer or registration of share certificates as it deems advisable and
consistent with such rules and regulations generally adopted by transfer agents.
12. RECORDS AND REPORTS.
(a) Transfer Agent shall maintain and safeguard records for each
shareholder's account showing at least the following information: (i) name,
addresses, taxpayer identification numbers and account numbers; (ii) number of
shares held; (iii) historical account information, including dividends paid and
date and price of all transactions on a shareholder's account; (iv) certificate
numbers and denominations for any shareholders holding share certificates; (v)
dealer identification and commission information; (vi) any stop order or
restraining order placed against the shareholder's account; (vii) information
concerning withholdings in the case of a foreign shareholder; (viii) any capital
gain or dividend reinvestment order, Check-o-Matic Plan, Systematic Withdrawal
Plan, Letter of Intention or retirement plan information.
(b) Transfer Agent shall maintain records of (i) issued shares and (ii)
number of shareholders and their aggregate shareholding, classified according to
their residence in each state of the United States or foreign country.
(c) Any records required to be maintained by Rule 31a-1 under the
Investment Company Act of 1940 shall be preserved for the period prescribed in
Rule 31a-2 under such Act. Such records may be inspected by the Fund at all
reasonable times. The Transfer Agent may, at its option at any time, and shall
forthwith upon the Fund's demand, turn over to the Fund and cease to retain in
Transfer Agent's files records and documents created and maintained by the
Transfer Agent in performance of its services hereunder or for its protection.
At the end of the prescribed retention period, such records and documents shall
either be turned over to the Fund or destroyed, in accordance with the Fund's
authorization.
(d) Transfer Agent will furnish to the Fund and to properly authorized
auditors, examiners and other persons designated by the Fund, access to records
and reports maintained by Transfer Agent in connection with its duties
hereunder.
(e) Except as otherwise agreed between the parties or as otherwise required
by law, Transfer Agent will keep confidential all records of and information in
its possession relating to the Fund or its shareholders or shareholder accounts
and will not disclose the same to any person except at the request of or with
the consent of the Fund.
13. SHAREHOLDER SERVICING.
(a) Transfer Agent will respond promptly to correspondence and telephone
inquiries from shareholders and shall investigate all shareholder inquires.
(b) In connection with any meeting of shareholders, upon receiving
appropriate instructions and written materials prepared by the Fund, the
Transfer Agent will prepare shareholder lists and proxy cards, mail and certify
as to the mailing of proxy
materials, process and tabulate returned proxy cards, furnish one or more
reports of proxies voted prior to the meeting, and certify to the Secretary of
the Fund the shares voted at the meeting.
(c) Transfer Agent shall address and mail all communications to
shareholders or their nominees, including proxy material and periodic reports to
shareholders.
14. INSTRUCTIONS.
(a) The Transfer Agent shall be protected in acting upon any paper or
document believed by it to be genuine and to be signed by an authorized person
of the Fund and shall not be held to have any notice of any change of authority
of any person until receipt of written notice thereof from the Fund. It shall
also be protected in processing share certificates which it reasonably believes
to bear the proper manual or facsimile signatures of the officers of the Fund
and the proper counter-signature of the Transfer Agent.
(b) Transfer Agent may apply at any time to any officer of the Fund for
written instructions, and, at the expense of the Fund, may seek advice from
legal counsel for the Fund, with respect to any matter arising in connection
with this Agreement, and it shall not be liable for any action taken to not
taken or suffered by it in good faith in accordance with such written
instructions or with the opinion of such counsel. In addition, the Transfer
Agent, its officers, agents or employees, shall accept instructions or requests
given to them by any person representing or acting on behalf of the Fund only if
said representative is known by the Transfer Agent, its officers, agents or
employees, to be an authorized person of the Fund. The Transfer Agent shall have
no duty or obligation to inquire into, nor shall the Transfer Agent be
responsible for, the legality of any act done by it upon the request or
direction of authorized persons of the Fund.
(c) Notwithstanding any provision of this Agreement, the Transfer Agent
shall have no duty or obligation to inquire into, and shall not be liable for:
(i) the legality of the issue or sale of any shares of the Fund or the
sufficiency of the amount to be received therefor; (ii) the legality of the
redemption of any shares of the Fund or priority of the amount to be paid
therefore; (iii) the legality of the declaration of any dividend of the Fund, or
the legality of the issue of any shares of the Fund in payment of any stock
dividend; or (iv) the legality of any recapitalization or readjustment of the
shares of the Fund.
15. INDEMNIFICATION AND STANDARD OF CARE.
(a) Transfer Agent shall at all times use reasonable care and act in good
faith in performing its duties hereunder.
(b) Except to the extent that Transfer Agent is covered by and receives
payment from any insurance coverage, Transfer Agent shall incur no liability to
the Fund in connection with its performance of services hereunder, unless such
liability such arise from any error, omission or negligent act within the scope
of its duties hereunder, including but not limited to failure to discover any
dishonest act, or acts done with intent to cause damage to the Fund. Without
limiting the generality of the foregoing, Transfer Agent shall not be liable or
responsible for delays or errors occurring by reason of circumstances beyond its
control, including acts of civil, military, banking or other regulatory
authority, national emergencies, labor difficulties, fire, flood or other
catastrophes, acts of God, insurrection, war, riots, failure of transportation,
communication or power supply, or malfunctions of, or unavoidable difficulties
with, Transfer Agent's records or equipment.
(c) The Fund hereby agrees to indemnify and hold harmless the Transfer
Agent from and against any and all claims, demands, expenses and liabilities
(whether with or without basis in fact or law) of any and every nature which the
Transfer Agent may sustain or incur or which may be asserted against Transfer
Agent by any person by
reason of, or as a result of: (i) any action taken or omitted to be taken by the
Transfer Agent in good faith in reliance upon any certificate, instrument, order
or share certificate believed by it to be genuine and to be signed,
countersigned or executed by any duly authorized person of the Fund, upon the
oral or written instructions of any authorized person of the Fund or upon the
opinion of legal counsel for the Fund or its own counsel; or (ii) any action
taken or omitted to be taken by the Transfer Agent in connection with its
appointment in good faith in reliance upon any law, act, regulation or
interpretation of the same even though the same may thereafter may have been
altered, changed, amended or repealed. However, this indemnification shall not
apply to actions or omissions of the Transfer Agent or its directors, officers,
employees or agents in cases of its own gross negligence, willful misconduct,
bad faith, or reckless disregard of its or their duties hereunder.
16. TERM AND TERMINATION.
(a) This Agreement shall become effective on February 1, 1988 and shall
continue in effect until terminated in accordance with the provisions hereof.
(b) Either party may terminate this Agreement by giving 60 days written
notice to the other party. In the event such notice is given by the Fund, it
shall be accompanied by a certified resolution of the Trustees of the Fund,
stating the election to terminate this Agreement and designating a successor
transfer agent.
(c) In addition to any other rights or remedies it may have under this
Agreement or by law, the Fund shall have the right to terminate this Agreement
immediately upon the occurrence at any time of any of the following events:
(1) any interruption or cessation of operations by Transfer Agent or
its assigns or subcontractors which materially interferes with the business
and operation of the Fund;
(2) the bankruptcy of Transfer Agent or the appointment of a receiver;
or
(3) failure by Transfer Agent or its assigns or subcontractors to
perform its duties in accordance with this Agreement, which failure
materially adversely affects the business and operations of the Fund and
which failure continues for 30 days after receipt of written notice from
the Fund to Transfer Agent.
(d) If this Agreement is terminated by the Fund pursuant to subsection (b)
above, the Fund will have and is hereby granted the right, at its option, to use
or cause its agents, employees or independent contractors to use for as long as
the Fund deems necessary for its operations, and without payment of any
compensation or reimbursement to Transfer Agent, Transfer Agent's system,
including all of the programs, manuals and other materials and information
necessary to operate the system.
(e) In the event of termination, Transfer Agent agrees to cooperate with
the Fund in effecting all necessary transfers of the Fund's records to the Fund
or to the successor Transfer Agent.
17. APPLICABLE LAW. This Agreement is executed and delivered in the State
of Florida and shall be governed by the laws of the State of Florida.
18. AMENDMENT. No provisions of this Agreement may be amended or modified
in any manner except by written instrument executed by both parties hereto.
19. ASSIGNMENT. This Agreement shall not be assigned by either party except
with the written consent of the other party.
20. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
21. NOTICES. Any notice or other instrument in writing, authorized or
required by this Agreement to be given to the Fund or the Transfer Agent, shall
be deemed to be sufficiently given if addressed to that party and mailed or
delivered to it at its office set forth below or at such other place as such
party may from time to time designate in writing:
To the Fund: IDEX II
000 Xxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
ATT: Xxxxx X. Xxxxx, Executive Vice President
To the Transfer Agent: IDEX Investor Services, Inc.
000 Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxxx, XX 00000
ATT: X. Xxxx Xxxxxx
22. LIMITATION OF LIABILITY. A copy of the Declaration of Trust of the Fund
is on file with the Secretary of the Commonwealth of Massachusetts and notice is
hereby given that this Agreement has been executed on behalf of the Fund by the
undersigned officer of the Fund in his capacity as an officer of the Fund. The
obligations of this Agreement shall only be binding upon the assets and property
of the Fund and shall not be binding upon any trustee, officer or shareholder of
the Fund individually.
IN WITNESS WHEREOF, the parties have caused this agreement to be executed
by their respective duly authorized officers, as of the day and year first above
written.
IDEX II, a Massachusetts business trust
/S/ XXXXX X. XXXXX
By: ______________________________
Xxxxx X. Xxxxx, Executive Vice President
IDEX INVESTOR SERVICES, INC.,
a Florida corporation
/S/ X. XXXX XXXXXX
By: _____________________________
X. Xxxx Xxxxxx
