EXHDIBIT 99.B5-5
EXHIBIT (d) (2) (ll)
FORM OF INVESTMENT COUNSEL AGREEMENT
FOR MID-CAP OPPORTUNITIES FUND
FORM OF SUB-ADVISORY AGREEMENT
Agreement dated and effective as of March 1, 1999, between IDEX
Management, Inc., a Delaware corporation (the "Adviser") and Salomon Brothers
Asset Management, Inc., a Delaware corporation (the "Sub-Adviser").
WHEREAS, the Adviser has entered into an Advisory Agreement (the "Advisory
Agreement") dated March 1, 1999, with IDEX Series Fund ("IDEX"), a Massachusetts
business trust registered as an open-end, management investment company under
the Investment Company Act of 1940, as amended (the "1940 Act"), on behalf of
the Mid-Cap Opportunities Fund (the "Fund") of IDEX pursuant to which the
Adviser provides investment advisory services to the Fund;
WHEREAS, the Adviser has the authority to delegate its investment advisory
responsibilities under the Advisory Agreement to one or more sub-advisers;
WHEREAS, the Adviser desires to retain the Sub-Adviser to provide
investment advisory services to the Fund;
NOW THEREFORE, in consideration of the mutual agreements herein made, the
Adviser and the Sub-Adviser agree as follows:
1. (a) The Adviser employs the Sub-Adviser, subject to the direction and
control of the trustees of IDEX, including without limitation any approval of
the trustees of IDEX required by the 1940 Act, to (a) make, in consultation with
the Adviser and the IDEX Board of Trustees, investment strategy decisions for
the Fund, (b) manage the investing and reinvesting of the Fund's assets and (c)
place purchase and sale orders on behalf of the Fund. The Sub-Adviser shall have
the sole ultimate discretion over investment decisions for the Fund.
(b) At the Adviser's request, the Sub-Adviser agrees:
(1) to cause its officers to attend meetings of IDEX and furnish
oral or written reports, as the Adviser may reasonably
require, in order to keep the Adviser and its officers and the
Trustees of IDEX and appropriate officers of IDEX fully
informed as to the condition of the investments of the Fund
and the investment considerations which have given rise to
those recommendations; and
(2) to furnish such statistical and analytical information and
reports as may reasonably be required by the Adviser from time
to time.
2. (a) The adviser shall provide (or cause the Fund's custodian to
provide) timely information to the Sub-Adviser regarding such matters as the
composition of assets in the Fund, cash requirements and cash available for
investment in the Fund, and all other information as may be reasonably necessary
for the Sub-Adviser to perform its responsibilities hereunder.
(b) The Adviser agrees to furnish the Sub-Adviser with minutes of
meetings of the Board of Trustees of IDEX applicable to the Fund to the extent
they may affect the duties of the Sub-Adviser, and with copies of any financial
statements or reports made by the Fund to its shareholders, and any further
materials or
information which the Sub-Adviser may reasonably request to enable it to perform
its functions under this Agreement.
3. (a) The Sub-Adviser shall, at its expense, provide office space, office
facilities and personnel reasonably necessary for performance of the services to
be provided by the Sub-Adviser pursuant to this Agreement.
(b) Except as provided in subparagraph 3(a) hereof, the Fund shall be
responsible for all of the Fund's expenses and liabilities, including
organizational and offering expenses (which include out-of-pocket expenses, but
not overhead or employee costs of the Sub-Adviser); expenses for legal,
accounting and auditing services; taxes and governmental fees; dues and expenses
incurred in connection with membership in investment company organizations;
costs of printing and distributing shareholder reports, proxy materials,
prospectuses, stock certificates and distribution of dividends; charges of the
Fund's custodians and sub-custodians, administrators and sub-administrators,
registrars, transfer agents, dividend disbursing agents and dividend
reinvestment plan agents; payment for portfolio pricing services to a pricing
agent, if any; registration and filing fees of the Securities and Exchange
Commission (the "SEC"); expenses of registering or qualifying securities of the
Fund for sale in the various states; freight and other charges in connection
with the shipment of the Fund's portfolio securities; fees and expenses of
non-interested trustees; travel expenses or an appropriate portion thereof of
trustees and offcers of the Fund who are trustees, officers or employees of the
Sub-Adviser to the extent that such expenses relate to attendance at meetings of
the Board of Trustees or any committee thereof; salaries of shareholder
relations personnel; costs of shareholders meetings; insurance; interest;
brokerage costs; and litigation and other extraordinary or non-recurring
expenses.
4. The Sub-Adviser shall make investments for the Fund's account in
accordance with the investment objectives, policies and limitations set forth in
IDEX's Agreement and Declaration of Trust as amended from time to time (the
"Declaration of Trust), the Registration Statement, as in effect from time to
time (the "Registration Statement"), filed with the SEC by IDEX under the 1940
Act and the Securities Act of 1933, as amended, the provisions of the Internal
Revenue Code of 1986, as amended, and supplemented from time to time, relating
to regulated investment companies, and policy decisions adopted by the IDEX
Board of Trustees from time to time. Copies of any amendments to the documents
referred to in the preceding sentence shall be promptly furnished to the
Sub-Adviser. The Sub-Adviser shall advise the IDEX officers and Board of
Trustees, at such time as the IDEX Board of Trustees may specify, of investments
made for the Fund's account and shall, when requested by the IDEX officers or
Board of Trustees, supply the reasons for making such investments.
5. Subject to applicable laws, the Sub-Adviser may contract with or
consult with such banks, other securities firms, brokers or other parties,
without additional expense to the Fund, as it may deem appropriate regarding
investment advice, research and statistical data, clerical assistance or
otherwise.
6. Subject to applicable laws, the Sub-Adviser is authorized on behalf of
the Fund, from time to time when deemed to be in the best interests of the Fund
and to the extent permitted by applicable law, to purchase and/or sell
securities in which the Sub-Adviser or any of their affiliates underwrites,
deals in and/or makes a market and/or may perform or seek to perform investment
banking services for issuers of such securities. The Sub-Adviser is further
authorized, to the extent permitted by applicable law, to select brokers
(including Salomon Brothers Inc or any other brokers affiliated with the
Sub-Adviser) for the execution of trades for the Fund.
7. Consistent with the Sub-Adviser's duty to seek to obtain quality
execution at favorable security prices (best price and execution) the
Sub-Adviser is authorized, for the purchase and sale of the Fund's portfolio
securities, to employ such dealers and brokers as may, in the judgment of the
Sub-Adviser, implement the policy of the Fund to obtain the best results taking
into account such factors as price, including dealer spread, the size, type and
difficulty of the transaction involved, the firm's general execution and
operational facilities and the firm's risk in positioning the securities
involved. Consistent with this policy, the Sub-Adviser is authorized to direct
the execution of the Fund's portfolio transactions to dealers and brokers
furnishing statistical information or research, as such is defined in Section
28(e) of the Securities Exchange Act of 1934, deemed by the Sub-Adviser to be
useful or valuable to the performance of its investment advisory functions for
the Fund. Information so received will be in addition to and not in lieu of the
services required to be performed by the Sub-Adviser. It is understood that the
expenses of the Sub-Adviser will not necessarily be reduced as a result of the
receipt of such information or research. The Sub-Adviser may use for the benefit
of the Sub-Adviser's other clients, or make available to companies affiliated
with the Sub-Adviser or to its directors for the benefit of its clients, any
such information or research services that the Sub-Adviser received from brokers
or dealers.
8. To compensate the Sub-Adviser 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 11 below. If the fee payable to the
Sub-Adviser pursuant to this paragraph 8 begins to accrue before the end of any
month or if this Agreement terminates before the end of any month, the fee for
the period from such date to the end of such month or from the beginning of such
month to the date of termination, as the case may be, shall be prorated
according to the proportion which such period bears to the full month in which
such effectiveness or termination occurs. For purposes of calculating each such
monthly fee, the value of the Fund's net assets shall be computed at the time
and in the manner specified in the Registration Statement.
9. The Sub-Adviser represents and warrants that it is duly registered and
authorized as an investment adviser under the Investment Adviser Act of 1940, as
amended, and any applicable state laws, and the Sub-Adviser agrees to maintain
effective all requisite registations, authorizations and licenses, as the case
may be, until termination of this Agreement.
10. The Sub-Adviser shall exercise its best judgment in rendering the
services in accordance with the terms of this Agreement. The Sub-Adviser shall
not be liable for any error of judgment or mistake of law or for any act or
omission or any loss suffered by the Fund in connection with the matters to
which this Agreement relates, provided that nothing herein shall be deemed to
protect or purport to protect the Sub-Adviser against any liability to the Fund
or its shareholders, or the Adviser, to which the Sub-Adviser would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence on its
part in the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement ("disabling conduct").
11. 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
the Fund and the approval by the vote of a majority of the Trustees of IDEX,
including a majority of Trustees 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.
12. This Agreement shall become effective as of the date of its execution
and continue in effect for an initial term ending April 30, 2000, and thereafter
for successive annual periods, provided that such continuance is specifically
approved at least annually (a) by the vote of a majority of IDEX's outstanding
voting securities (as defined in the 0000 Xxx) or by the IDEX Board of Trustees
and (b) by the vote, cast in person at a meeting called for the purpose, of a
majority of the IDEX Trustees who are not parties to this Agreement or
"interested
persons" (as defined in the 0000 Xxx) of any such party. This Agreement may be
terminated at any time, without the payment of any penalty, by (i) IDEX, or by a
vote of the majority of IDEX's entire Board of Trustees on 60 days' written
notice to the Sub-Adviser or (ii) by the Sub-Adviser on 60 days' written notice
to the Adviser or (iii) by the Adviser on 60 days' written notice to the
Sub-Adviser. This Agreement shall terminate automatically in the event of its
assignment (as defined in the 1940 Act).
13. Nothing herein shall be deemed to limit or restrict the right of the
Sub-Adviser, or any affiliate of the Sub-Adviser, or any employee of the
Sub-Adviser, to engage in any other business or to devote time and attention to
the management or other aspects of any other business, whether of a similar or
dissimilar nature, or to render services of any kind to any other corporation,
firm, individual or association. Nothing herein shall be construed as
constituting the Sub-Adviser an agent of the Adviser or the Fund.
14. This Agreement shall be governed by the laws of the State of New York;
provided, however, that nothing herein shall be construed as being inconsistent
with the 1940 Act.
15. Any notice hereunder shall be in writing and shall be delivered in
person or by telex or facsimile (followed by delivery in person) to the parties
at the addresses set forth below.
If to the Sub-Adviser:
Salomon Brothers Asset Mangement Inc
Seven Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attn:
If to the Adviser:
Idex Management, Inc.
000 Xxxxxxxx Xxxxxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attn: Xxxxxx X. Xxxxxxx, Esq.
Associate General Counsel
or to such other address as to which the recipient shall have informed the other
party in writing.
Unless specifically provided elsewhere, notice given as provided above
shall be deemed to have been given, if by personal delivery, on the day of such
delivery, and, if by facsimile and mail, on the date on which such facsimile is
sent or mail.
15. This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto caused their duly authorized signatories
to execute this Agreement as of the day and year first written above.
ADVISER
By____________________________________ Date_____________________
Name: G. XXXX XXXXXX
Title: RESIDENT AND CHIEF EXECUTIVE OFFICER
Salomon Brothers Asset Management Inc.
By ___________________________________ Date_____________________
Name: XXXXXXX XXXXXX
Title: PRESIDENT
Investment Counsel Agreement
SCHEDULE A
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FUND ANNUAL PERCENTAGE TERMINATION
OF MONTHLY AVERAGE DATE
DAILY NET ASSETS
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MID-CAP OPPORTUNITIES 0.30% of the first $20 million April 30, 2000
of the Fund's average daily
net assets; 0.50% of the
next $20 - $100 million of
average daily net assets;
and 0.40% of average daily
net assets over $100 million
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