EXHIBITS 23(H)(L)
FORM OF ADMINISTRATIVE SERVICES AGREEMENT
ON BEHALF OF IDEX AMERICAN CENTURY INTERNATIONAL,
IDEX AMERICAN CENTURY INCOME & GROWTH, AND IDEX ISABELLE
SMALL CAP VALUE
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IDEX MUTUAL FUNDS
ADMINISTRATIVE SERVICES AGREEMENT - A
This agreement is entered as of March 1, 2000 by IDEX MANANGEMENT, INC., a
Delaware corporation ("Idex Management"), and INTERSECURITIES, INC., a Delaware
corporation (the "Distributor").
WHEREAS, Idex Management has entered into Management and Investment Advisory
Agreements (referred to herein as the "Advisory Agreements") dated March 1, 1999
and March 1, 2000, respectively, with IDEX Mutual Funds, a Massachusetts
business trust (referred to herein as the "Trust"), under which Idex Management
has agreed among other things, to provide management and administrative services
to certain series of beneficial interest in the Trust. (See Schedule A)
WHEREAS, the Advisory Agreements 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
Agreements.
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 Funds. Subject to the
overall supervision of Idex Management and the Trustees, the Distributor
shall furnish to the Funds 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 Funds other than the investment function,
and shall supervise and coordinate the Trust's Custodian and its Transfer
Agent and monitor their services to the Funds. The Distributor shall also
assist Idex Management and the Funds in maintaining communications and
relations with shareholders of the Funds, answer shareholder inquiries or
supervise such activity by the Trust's transfer agent, assist in
preparations of reports to shareholders of the Funds and prepare sales
literature promoting the sale of the Trust's shares as requested by Idex
Management and the Funds. The Distributor shall provide the Funds 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 Funds that are
necessary to permit the Distributor to carry out its functions
and responsibilities under this Agreement;
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(b) to furnish the Distributor with a certified copy of any financial
statement or report prepared for the Funds by certified or
independent public accountants, and with copies of any financial
statement or reports made by the Funds to its shareholders or to
any governmental body or security exchange;
(c) to compensate the Distributor for its services under this Agreement
by the payment of fees equal to (i) gross Advisory Fees pursuant to
Schedule A of the Advisory Agreements, less(ii) gross Sub-Advisory
Fees pursuant to Schedule A of the Investment Counsel Agreement,
less (iii) the Distributor's share of any amount reimbursed to the
Fund by Idex Management pursuant to the provisions of Section 4(c)
of the Advisory Agreements. 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 which this Agreement
was in effect. The fees payable to the Distributor hereunder shall
be payable upon receipt by Idex Management from each Fund of fees
payable to Idex Management under the Advisory Agreements.
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. PURCHASES BY AFFILIATES. Neither the Distributor nor any of its officers
shall take a long or short position in the securities issued by each 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 1940 Act.
5. TERMS 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 Agreements.
This Agreement may be terminated at any time, without penalty, by Idex
Management or by the Trust 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 Trust and Idex Management at their
respective 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.
By:_______________________ By:_______________________
William H. Geiger Thomas R. Moriarty
Secretary President & Chief Executive
Officer
ATTEST: IDEX MANAGEMENT, INC.
By:_______________________ By:_______________________
Gayle A. Morden Christopher G. Roetzer
Assistant Vice President & Vice President
Assistant Secretary
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SCHEDULE A
As Amended, March 1, 2001
FUNDS
IDEX GE U.S. Equity
IDEX Rowe Price Small Cap
IDEX Pilgrim Baxter Mid Cap Growth
IDEX Goldman Sachs Growth
IDEX Salomon All Cap
IDEX GE U.S. Equity
IDEX Pilgrim Baxter Technology
IDEX Transamerica Small Company
IDEX Transamerica Equity
IDEX Great Companies - America(sm)
IDEX Great Companies - Technology(sm)
IDEX Great Companies - Global(2)
IDEX Gabelli Global Growth
IDEX JCC Growth & Income
IDEX Munder Net50
IDEX American Century International
IDEX American Century Income & Growth
IDEX Isabelle Small Cap Value
