IDEX II
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 II, 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 provide executive and
management services to Idex Management and the Fund. Subject to the overall
supervision of Idex Management and 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 maintaining
communications and relations with shareholders of the Fund, answer shareholder
inquiries or supervise such activity by the Fund's transfer agent, assist in
preparation of reports to shareholders of the Fund and prepare sales literature
promoting the sale of the Fund shares as requested by Idex Management and the
Fund. The Distributor shall provide the Fund 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 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 the Advisory Agreement for services rendered by Idex Management to
the Fund during the term of this Agreement, less (ii) 100% of any amount
reimbursed to the Fund by Idex Management pursuant to the provisions of Section
7 of the Advisory Agreement and 50% of any amount reimbursed to the Fund by Idex
Management pursuant to the provisions of Section 7 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 5 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 Fund 3,
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 $950 million
(and 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.
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, which 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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
_________________________ By: ________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Secretary ▇▇▇▇ ▇. ▇▇▇▇▇▇
Chairman of the Board
Attest: IDEX MANAGEMENT, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ G. ▇▇▇▇ ▇▇▇▇▇▇
_________________________ By: _________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Secretary G. ▇▇▇▇ ▇▇▇▇▇▇
President and Chief
Executive Officer