EXHIBIT 6(c)
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;
(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.
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.
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(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.
(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.
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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 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.
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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.
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.
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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.
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Servicer
(Please Print or Type)
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Address
-----------------------------
City State Zip Code
By: /s/
--------------------------
Name:
Title:
InterSecurities, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000
By: /s/
-----------------------
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 Fund
IDEX II Series Fund
IDEX II Growth Portfolio IDEX II Balanced Portfolio
Class A Shares Class A Shares
Class B Shares Class B Shares
Class C Shares Class C Shares
IDEX II Global Portfolio IDEX II Capital Appreciation Portfolio
Class A Shares Class A Shares
Class B Shares Class B Shares
Class C Shares Class C Shares
IDEX II Flexible Income Portfolio IDEX II Aggressive Growth Portfolio
Class A Shares Class A Shares
Class B Shares Class B Shares
Class C Shares Class C Shares
IDEX II Tax-Exempt Portfolio IDEX II Equity-Income Portfolio
Class A Shares Class A Shares
Class B Shares Class B Shares
Class C Shares Class C Shares
IDEX II Income Plus Portfolio IDEX II Tactical Asset Allocation Portfolio
Class A Shares Class A Shares
Class B Shares Class B Shares
Class C Shares Class C Shares
IDEX II C.A.S.E. Portfolio
Class A Shares
Class B Shares
Class C Shares
Dated February 1, 1996
InterSecurities, Inc.
Principal Underwriter for
IDEX Fund and IDEX II Series Fund
By: /s/ G. Xxxx Xxxxxx
-----------------------------
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 Fund N/A
IDEX II Series Fund:
IDEX II Growth Portfolio
Class A Shares 0.25%
Class B Shares 0.25%
Class C Shares 0.90%*
IDEX II Global Portfolio
Class A Shares 0.25%
Class B Shares 0.25%
Class C Shares 0.60%*
IDEX II Flexible Income Portfolio
Class A Shares 0.25%
Class B Shares 0.25%
Class C Shares 0.90%*
IDEX II Tax-Exempt Portfolio
Class A Shares 0.25%
Class B Shares 0.25%
Class C Shares 0.90%*
IDEX II Income Plus Portfolio
Class A Shares 0.25%
Class B Shares 0.25%
Class C Shares 0.90%*
IDEX II Balanced Portfolio
Class A Shares 0.25%
Class B Shares 0.25%
Class C Shares 0.90%*
IDEX II Capital Appreciation Portfolio
Class A Shares 0.25%
Class B Shares 0.25%
Class C Shares 0.90%*
1
IDEX II Aggressive Growth Portfolio
Class A Shares 0.25%
Class B Shares 0.25%
Class C Shares 0.90%*
IDEX II Equity-Income Portfolio
Class A Shares 0.25%
Class B Shares 0.25%
Class C Shares 0.90%*
IDEX II Tactical Asset Allocation Portfolio
Class A Shares 0.25%
Class B Shares 0.25%
Class C Shares 0.90%*
IDEX II C.A.S.E. Portfolio
Class A Shares 0.25%
Class B Shares 0.25%
Class C Shares 0.90%*
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* 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, 1996 InterSecurities, Inc.
Principal Underwriter for
IDEX Fund and IDEX II Series Fund
By: /s/ G. Xxxx Xxxxxx
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G. Xxxx Xxxxxx, President
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