EXHIBIT 5(c)
IDEX FUND 3
ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is entered into as of April 22, 1991, by IDEX
MANAGEMENT, INC., a Delaware corporation ("Idex Management"), and
InterSecurities, Inc. (formerly known as Idex Distributors, Inc.), a Delaware
corporation (the "Distributor").
WHEREAS, Idex Management has entered into a Management and Investment
Advisory Agreement (referred to herein as the "Advisory Agreement"), dated April
22, 1991 with IDEX Fund 3, a Massachusetts business trust (referred to herein as
the "Fund"), under which Idex Management has agreed, among other things, to
provide management and administrative services to the Fund.
WHEREAS, the Advisory Agreement provides that Idex Management may
engage the Distributor to furnish it with management and administrative services
to assist Idex Management in carrying out certain of its functions under the
Advisory Agreement.
WHEREAS, it is the purpose of this Agreement to express the mutual
agreement of the parties hereto with respect to the services to be provided by
the Distributor 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 THE DISTRIBUTOR. The Distributor shall provided
executive and management services to Idex Management and the Fund. Subject to
the overall supervision of Idex Management and the Trustees of the Fund, the
Distributor shall furnish to the Fund the services of executive and
administrative personnel to supervise the performance of all administrative,
recordkeeping, shareholder relations, regulatory reporting and compliance, and
all other functions of the Fund other than the investment function, and shall
supervise and coordinate the Fund's Custodian and its Transfer Agent and monitor
their services to the Fund. The Distributor shall also assist Idex Management
and the Fund in preparing reports to shareholders of the Fund. The Distributor
shall provide the Fund with necessary office space, telephones and other
communications facilities.
It is understood that the Distributor intends to enter into an
agreement with the Fund's transfer agent pursuant to which the transfer agent
delegates to the Distributor certain responsibilities normally assumed by the
transfer agent, including responsibilities in connection with maintaining
communications and relations with shareholders, including answering shareholder
inquiries, and that the Distributor will be compensated by the transfer agent
for such services.
2. OBLIGATIONS OF IDEX MANAGEMENT. Idex Management shall have the
following obligations under this Agreement:
(a) to provide the Distributor with access to all information,
documents and records of and about the Fund that are necessary to permit the
Distributor to carry out its functions and responsibilities under this
Agreement;
(b) to furnish the Distributor 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 compensate the Distributor for its services under this Agreement
by the payment of fees equal to (i) 50% of the fees received by Idex Management
pursuant to Section 6 of the Advisory Agreement for services rendered by Idex
Management to the Fund during the term of this Agreement, less (ii) 50% of any
amount reimbursed to the Fund by Idex
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Management pursuant to the provisions of Section 4(d) of the Advisory Agreement
to the extent that such reimbursement exceeds the aforesaid amount paid by the
Fund to Idex Management. 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 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 Distributor 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.
(d) the fees payable to the Distributor under paragraph (c) above
shall, notwithstanding the provisions of paragraph (c), be subject to reduction
as follows: If on December 31 of 1991 and each year thereafter ("Target Date")
the aggregate actual net assets on that date of the Fund, IDEX Fund, IDEX II,
IDEX Total Income Trust and any other registered investment company sponsored by
Idex Management, containing the name IDEX or with respect to which Idex
Management acts as investment adviser or administrator, and to which Janus
Capital Corporation ("Janus Capital") provides investment advice (the "Advised
Funds") are less that the applicable Target Net Assets specified in Table 1
below, then Idex Management shall pay to Janus Capital a percentage, as
specified in Table 2 below, of the Net Fee otherwise payable to the Distributor
pursuant to paragraph (c) above.
TABLE 1
ADVISED FUNDS
TARGET DATE TARGET NET ASSETS
----------- -----------------
December 31, 1991 $450 million
December 31, 1992 $700 million
December 31, 1993 (and $950 million
December 31 of each
year thereafter)
The percentage of the Net Fee otherwise payable to the Distributor
pursuant to paragraph (c) above that is instead payable to Janus Capital shall
be determined by the percentage that on the applicable Target Date the aggregate
actual net assets of the Advised Funds are less than the applicable Target Net
Assets of the Advised Funds ("Shortfall of Target") in accordance with Table 2
below:
TABLE 2
SHORTFALL OF TARGET PERCENTAGE OF NET FEE
------------------- ---------------------
5% - 10% 10%
Over 10% - 20% 20%
Over 20% - 30% 30%
Over 30% 40%
No fees shall be payable to Janus Capital and no reduction in the fees
payable to the Distributor under this paragraph (d) shall be made for any year
if, for the five-year period ending December 31 of the preceding year, the
respective total returns of a majority of the Advised Funds that have the
objective of investing primarily in equity securities with such a five-year
record (and with respect to which Janus Capital shall have provided investment
advice for all of such five years and for the then current year) are not in the
top one-third of their respective fund categories as determined by Lipper
Analytical Services, Inc. or its successor (or if no successor exists, by a
mutually agreed upon statistical service).
3. INVESTMENT COMPANY ACT COMPLIANCE. In performing services hereunder,
the Distributor shall at all times comply with the applicable provisions of the
Investment Company Act of 1940 and any other federal or state securities laws.
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4. PURCHASE BY AFFILIATES. Neither the Distributor nor any of its
officers shall take a long or short position in the securities issued by the
Fund. The prohibition, however, shall not prevent the purchase from the Fund of
shares issued by the Fund by the officers and Directors of the Distributor (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 by the Fund's current prospectus, in accordance with Section 22 of
the Investment Company Act of 1940.
5. TERM AND TERMINATION.
(a) This Agreement shall continue in effect until terminated pursuant to
the provisions hereof.
(b) This Agreement shall terminate automatically upon the termination
of the Advisory Agreement.
(c) This Agreement may be terminated at any time, without penalty, by
Idex Management or by the Fund by giving 60 days' written notice of such
termination to the Distributor at its principal place of business, or may be
terminated at any time by the Distributor by giving 60 days' written notice of
such termination to the Fund and Idex Management at their respective principal
places of business.
6. ASSIGNMENT. This Agreement shall terminate automatically in the
event of any assignment (as that term is defined in Section 2(a)(4) of the
Investment Company Act of 1940, as amended) of this Agreement.
7. AMENDMENTS. This Agreement may be amended only by written instrument
signed by the parties hereto.
8. 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
Attest: INTERSECURITIES, INC.
/s/ XXXXXXX X. XXXXXX By: /s/ XXXX X. XXXXXX
---------------------------- ---------------------------------
Xxxxxxx X. Xxxxxx, Secretary Xxxx X. Xxxxxx
Chairmam of the Board
Attest: IDEX MANAGEMENT, INC.
/s/ XXXXXXX X. XXXXXX By: /s/ G. XXXX XXXXXX
---------------------------- -----------------------------------
Xxxxxxx X. Xxxxxx, Secretary G. Xxxx Xxxxxx
President and Chief Executive Officer
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