IDEX II SERIES FUND
ON BEHALF OF IDEX II CAPITAL APPRECIATION PORTFOLIO
ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is entered into as of September 30, 1994 by IDEX MANAGEMENT,
INC., a Delaware corporation ("Idex Management"), and INTERSECURITIES, 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
September 30, 1994 with IDEX II Series Fund, 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 a
certain series of beneficial interest in the Fund, namely, IDEX II Series Fund
Capital Appreciation Portfolio (the "Portfolio").
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 provide executive and
management services to Idex Management and the Portfolio. Subject to the overall
supervision of Idex Management and the Trustees of the Fund, the Distributor
shall furnish to the Portfolio 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 Portfolio other than the investment function, and shall
supervise and coordinate the Fund's Custodian and its Transfer Agent and monitor
their services to the Portfolio. The Distributor shall also assist Idex
Management and the Portfolio in maintaining communications and relations with
shareholders of the Portfolio, answer shareholder inquiries or supervise such
activity by the Fund's transfer agent, assist in preparation of reports to
shareholders of the Portfolio and prepare sales literature promoting the sale of
Portfolio shares as requested by Idex Management and the Portfolio. The
Distributor shall provide the Portfolio with necessary office space, telephones
and other communications facilities.
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 Portfolio 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 Portfolio by certified or independent
public accountants, and with copies of any financial statements or reports made
by the Portfolio 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 the Advisory Agreement for services rendered by Idex Management to
the Portfolio during the term of this Agreement, less (ii) 50% of any amount
reimbursed to the Portfolio by Idex Management pursuant to the provisions of the
Advisory Agreement to the extent that such reimbursement exceeds the aforesaid
amount paid by the Portfolio 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 Portfolio of fees payable to Idex Management under 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 1994 and each year thereafter ("Target Date") the
aggregate actual net assets on that date of the Portfolio, any other Portfolio
of the Fund with respect to which Idex Management acts as investment adviser,
IDEX Fund and IDEX Fund 3 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 than 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, 1994 (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, as amended (the "1940 Act") and any other
federal or state securities laws.
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 Portfolio.
The prohibition, however, shall not prevent the purchase from the Portfolio of
shares issued by the Portfolio by the officers and Directors of the Distributor
(or deferred benefit plans established for
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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 Portfolio's current
prospectus, in accordance with Section 22 of the 1940 Act.
5. TERM AND TERMINATION. This Agreement shall continue in effect until
terminated pursuant to the provisions hereof. This Agreement shall terminate
automatically upon the termination of the Advisory Agreement. 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 1940 Act 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 /S/ XXXX X. XXXXXX
_______________________________ By: _______________________________
Xxxxxxx X. Xxxxxx, Secretary Xxxx X. Xxxxxx
Chairman of the Board
ATTEST: IDEX MANAGEMENT, INC.
/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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