IDEX II SERIES FUND
INVESTMENT COUNSEL AGREEMENT
FOR THE IDEX II HIGH YIELD PORTFOLIO SERIES
This Agreement is entered into as of April 22, 1992 by and between
InterSecurities, Inc., a Delaware corporation (referred to herein as
"InterSecurities"), and MidAmerica Management Corporation, an Iowa corporation
(referred to herein as the "Sub-Adviser"), to provide certain investment counsel
services to a certain series of shares of beneficial interest in the Trust,
namely IDEX II High Yield Portfolio (the "Portfolio").
WHEREAS, InterSecurities entered into a Management and Investment Advisory
Agreement (referred to herein as the "Advisory Agreement"), dated April 22, 1992
with IDEX II Series Fund, a Massachusetts business trust (referred to herein as
the "Trust"), under which InterSecurities has agreed, among other things, to act
as investment adviser to the Portfolio;
WHEREAS, the Advisory Agreement provides that InterSecurities may engage
the Sub-Adviser to furnish investment information and advice to assist
InterSecurities in carrying out its responsibilities under the Advisory
Agreement as investment adviser to the Portfolio; and
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
the Sub-Adviser to InterSecurities with respect to the Portfolio 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 THE SUB-ADVISER. The Sub-Adviser shall act as investment
counsel to InterSecurities with respect to the Portfolio. In this capacity, the
Sub-Adviser shall have the following responsibilities:
(a) to furnish continuous investment information, advice and
recommendations to InterSecurities as to the acquisition, holding or disposition
of any or all of the securities or other assets which the Portfolio may own or
contemplate acquiring from time to time;
(b) to cause the officers of the Sub-Adviser to attend meetings of
InterSecurities or the Trust and furnish oral or written reports, as
InterSecurities may reasonably require, in order to keep InterSecurities and its
officers and the Trustees of the Trust and appropriate officers of the Trust
fully informed as to the condition of the investment portfolio of the Portfolio,
the investment recommendations of the Sub-Adviser, and the investment
considerations which have given rise to those recommendations;
(c) to furnish such statistical and analytical information and reports as
may reasonably be required by InterSecurities from time to time; and
(d) to supervise the purchase and sale of securities as directed by the
appropriate officers of the Trust or of InterSecurities.
2. OBLIGATIONS OF INTERSECURITIES. InterSecurities shall have the following
obligations under this Agreement:
(a) to furnish the Sub-Adviser with a certified copy of any financial
statement or report prepared for the Trust with respect to the Portfolio by
certified or independent public accountants, and with copies of any financial
statements or reports made by the Trust to shareholders of the Portfolio or to
any governmental body or securities exchange;
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(b) to furnish the Sub-Adviser with any further materials or information
which the Sub-Adviser may reasonably request to enable it to perform its
functions under this Agreement; and
(c) to compensate the Sub-Adviser for its services under this Agreement by
the payment of fees equal to (i) 50% of the fees received by InterSecurities for
services rendered under the Advisory Agreement by InterSecurities to the
Portfolio during the term of this Agreement, less (ii) 50% of any expense
limitation reimbursement or other reimbursement made by InterSecurities to the
Portfolio. In the event that this Agreement shall be effective for only part of
a period to which any such fee received by InterSecurities is attributable, then
an appropriate proration 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 the Sub-Adviser hereunder shall be payable upon receipt by
InterSecurities from the Portfolio of advisory fees payable to InterSecurities.
3. TREATMENT OF INVESTMENT ADVICE. InterSecurities shall treat the
investment information, advice and recommendations of the Sub-Adviser as being
advisory only, and shall determine the extent to which such advice and
recommendations relating to the Portfolio shall be passed on to the Trust or
incorporated in investment advice by InterSecurities relating to the Portfolio.
InterSecurities may direct the Sub-Adviser to furnish its investment
information, advice and recommendations directly to officers or trustees of the
Trust.
4. LIABILITY OF THE SUB-ADVISER. The Sub-Adviser may rely on information
reasonably believed by it to be accurate and reliable. Except as may otherwise
be provided by the Investment Company Act of 1940, as amended (the "1940 Act"),
neither the Sub-Adviser nor its officers, directors, employees or agents shall
be subject to any liability to the Trust or any shareholders of the Portfolio
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.
5. COMPLIANCE WITH LAWS. The Sub-Adviser 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 matter relating
to the performance of this Agreement, the Sub-Adviser will act in conformity
with the Trust's Declaration of Trust, Bylaws, and current registration
statement applicable to the Portfolio and with the instructions and direction of
InterSecurities and the Trust's Trustees, and will conform to and comply with
the 1940 Act and all other applicable federal or state laws and regulations.
6. TERMINATION. This Agreement shall terminate automatically upon the
termination of the Advisory Agreement. This Agreement may be terminated at any
time, without penalty, by InterSecurities or by the Trust by giving 60 days'
written notice of such termination to the Sub-Adviser at its principal place of
business, provided that such termination is approved by the Board of Trustees of
the Trust 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 Portfolio. This
Agreement may be terminated at any time by the Sub-Adviser by giving 60 days'
written notice of such termination to the Trust and InterSecurities at their
respective principal places of business.
7. 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.
8. TERM. This Agreement shall continue in effect, unless sooner terminated
in accordance with its terms, for two years from the date hereof and shall
continue in effect from year to year thereafter provided such continuance is
specifically approved at least annually by the vote of a majority of the
Trustees of the Trust 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
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the Trust or the affirmative vote of a majority of the outstanding voting
securities of the Portfolio (as that phrase is defined in Section 2(a)(42) of
the 1940 Act).
9. AMENDMENTS. The terms of this Agreement may be amended only with the
approval by the affirmative vote of a majority of the outstanding voting
securities of the Portfolio (as that phrase is defined in Section 2(a)(42) of
the 0000 Xxx) and the approval by the vote of a majority of the Trustees of the
Trust 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 in accordance with the 1940 Act.
10. 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.
Attest: MidAmerica Management Corporation
("Sub-Adviser")
/S/ XXXXXXX X. XXXXXXXX /S/ XXXXXX X. XXXXX
_______________________________ By: ________________________________
Xxxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxx
Secretary President
Attest: InterSecurities, Inc., ("InterSecurities")
/S/ XXXXXXX X. XXXXXX /S/ G. XXXX XXXXXX
_______________________________ By: ________________________________
Xxxxxxx X. Xxxxxx, Secretary G. Xxxx Xxxxxx
President and Chief Executive Officer
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ASSIGNMENT
MidAmerica Management Corporation ("MidAmerica") does hereby assign,
transfer and convey, and InterSecurities, Inc., ("ISI") does hereby consent to
the assignment, transfer and conveyance of, effective October 1, 1992, the
Investment Counsel Agreement between MidAmerica and ISI with respect to the IDEX
II High Yield Portfolio of IDEX II Series Fund dated April 22, 1992, to AEGON
USA Investment Management, Inc., which owns 100% of the outstanding stock of
MidAmerica.
Executed this 30th day of September, 1992.
MidAmerica Management Corporation
/S/ XXXXXX X. XXXXX
By: ________________________________
Xxxxxx X. Xxxxx
Title: President
InterSecurities, Inc.
/S/ G. XXXX XXXXXX
By: ________________________________
G. Xxxx Xxxxx
Title: President and Chief Executive Officer
Accepted:
AEGON USA Investment Management, Inc.
/S/ XXXXX X. XXXXXXX
By: ________________________________
Xxxxx X. Xxxxxxx
Title: Vice President
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