IDEX II SERIES FUND
ON BEHALF OF IDEX II EQUITY-INCOME PORTFOLIO
INVESTMENT COUNSEL AGREEMENT
This Agreement is entered into as of September 30, 1994, between
INTERSECURITIES, INC., a Delaware corporation (referred to herein as "ISI"), and
XXXXXX XXXX CAPITAL MANAGEMENT CORPORATION, a Delaware corporation (referred to
herein as "Xxxxxx Xxxx").
WHEREAS, ISI entered into a Management and Investment Advisory Agreement
(referred to herein as the "Advisory Agreement"), dated as of September 30, 1994
with IDEX II Series Fund, a Massachusetts business trust (referred to herein as
the "Fund") on behalf of the IDEX II Series Fund Equity-Income Portfolio (the
"Portfolio"), under which ISI has agreed, among other things, to act as
investment adviser to the Portfolio.
WHEREAS, the Advisory Agreement provides that ISI may engage Xxxxxx Xxxx to
furnish investment information and advice to assist ISI in carrying out its
responsibilities under the Advisory Agreement as investment adviser to the
Portfolio.
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
Xxxxxx Xxxx to ISI 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 Xxxxxx Xxxx. Xxxxxx Xxxx shall act as investment counsel to
ISI. In this capacity, Xxxxxx Xxxx shall have the following responsibilities:
(a) to furnish continuous investment information, advice and
recommendations to ISI 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 its officers to attend meetings of ISI or the Fund and furnish
oral or written reports, as ISI may reasonably require, in order to keep ISI and
its officers and the Trustees of the Fund and appropriate officers of the Fund
fully informed as to the condition of the investment Portfolio of the Portfolio,
the investment recommendations of Xxxxxx Xxxx, 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 ISI from time to time;
(d) to supervise the purchase and of securities as directed by the
appropriate officers of the Fund or of ISI.
2. Obligations of ISI. ISI shall have the following obligations under this
Agreement:
(a) to keep Xxxxxx Xxxx continuously and fully informed as to the
composition of the Portfolio's investment portfolio and the nature of the
Portfolio's assets and liabilities from time to time;
(b) to furnish Xxxxxx Xxxx 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
Fund to its shareholders or to any governmental body or securities exchange;
(c) to furnish Xxxxxx Xxxx with any further materials or information which
Xxxxxx Xxxx may reasonably request to enable it to perform its functions under
this Agreement; and
(d) to compensate Xxxxxx Xxxx for its services under this Agreement by the
payment of fees equal to 40% of the fees received by ISI pursuant to Section 6
of the Advisory Agreement for services rendered by ISI to the Portfolio during
the term of this Agreement, less (ii) 40% of any amount reimbursed to the
Portfolio by ISI pursuant to the provisions of Section 8 of the Advisory
Agreement. In the event that this Agreement shall be effective for only part of
a period to which any such fee received by ISI 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 Xxxxxx Xxxx hereunder shall be payable upon receipt by ISI from the Portfolio
of fees payable to ISI under Section 5 of the Advisory Agreement.
3. Treatment of Investment Advice. ISI shall treat the investment
information, advice and recommendations of Xxxxxx Xxxx as being advisory only,
and shall determine the extent to which such advice and recommendations shall be
passed on to the Portfolio or incorporated in investment advice by ISI relating
to the Portfolio. ISI may direct Xxxxxx Xxxx to furnish its investment
information, advice and recommendations directly to officers or Trustees of the
Fund.
4. Purchases by Affiliates. Neither Xxxxxx Xxxx nor any of its officers or
Directors shall take a long or short position in the securities issued by the
Fund. This prohibition, however, shall not prevent the purchase from the Fund of
shares issued by the Fund by the officers and Directors of Xxxxxx Xxxx (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 in the Fund's current prospectus in accordance with Section 22(d)
of the Investment Company Act of 1940.
5. Liability of Xxxxxx Xxxx. Xxxxxx Xxxx 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, neither Xxxxxx Xxxx nor its officers,
directors, employees or agents shall be subject to any liability to the Fund or
any shareholders of the Fund 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.
6. Compliance With Laws. Xxxxxx Xxxx 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 matters relating
to the performance of this Agreement, Xxxxxx Xxxx will act in conformity with
the Fund's Declaration of Trust, Bylaws, and current prospectus and with the
instructions and direction of ISI and the Fund's Trustees, and will conform to
and comply with the 1940 Act and all other applicable federal or state laws and
regulations.
7. Termination. This Agreement shall terminate automatically upon the
termination of the Advisory Agreement. This Agreement may be terminated at any
time, without penalty, by ISI or by the Fund by giving 60 days' written notice
of such termination to Xxxxxx Xxxx at its principal place of business, provided
that such termination is approved by the Board of Trustees of the Fund 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 Fund. This Agreement may be
terminated at any time by Xxxxxx Xxxx by giving 60 days' written notice of such
termination to the Fund and ISI at their respective principal places of
business.
8. 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.
9. Term. This Agreement shall continue in effect, unless sooner terminated
in accordance with its terms, for one year from the date hereof and shall
continue in effect from year to year thereafter only so long as such continuance
is specifically approved at least annually by the vote of a majority of the
Trustees of the Fund who are not parties hereto or interested persons (as the
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 the Fund or the affirmative
vote of a majority of the outstanding voting securities of the Fund (as that
phrase is defined in Section 2(a)(42) of the 1940 Act).
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10. Amendments. This Agreement may be amended 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) and the approval by the
vote of a majority of the Trustees of the Fund 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.
11. 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: XXXXXX XXXX CAPITAL MANAGEMENT
CORPORATION
/s/ Xxxxxxx Xxxxxx /s/ Xxxxxx Xxxx
__________________________ BY:___________________________________
Secretary Title: President
ATTEST: INTERSECURITIES, INC.
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxx X. Xxxxxx
__________________________ BY:___________________________________
Xxxxxxx X. Xxxxxx, Secretary Xxxx X. Xxxxxx
Chairman of the Board
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