IDEX SERIES FUND
ON BEHALF OF IDEX INTERNATIONAL EQUITY PORTFOLIO
INVESTMENT COUNSEL AGREEMENT
This Agreement is entered into as of February 1, 1997, between INTERSECURITIES,
INC., a Delaware corporation (referred to herein as "ISI") and GE INVESTMENT
MANAGEMENT INCORPORATED, a Delaware corporation (referred to herein as "GE
Investments").
WHEREAS, ISI entered into a Management and Investment Advisory Agreement
(referred to herein as the "Advisory Agreement"), dated as of February 1, 1997,
with IDEX Series Fund, a Massachusetts business trust (referred to herein as the
"Fund") on behalf of the IDEX Series Fund International Equity Portfolio (the
"Portfolio"), under which ISI has agreed, among other things, to act as
investment adviser to the Fund;
WHEREAS, the Advisory Agreement provides that ISI may engage GE Investments and
Scottish Equitable Investment Management Limited, a corporation incorporated in
Scotland, United Kingdom (referred to herein as "Scottish Equitable") as
co-sub-advisers 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, ISI has entered into an Investment Counsel Agreement with Scottish
Equitable regarding the services to be provided by Scottish Equitable on behalf
of the Portfolio, the terms of which are identical to the terms of this
Agreement; and
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 GE Investments
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 GE INVESTMENTS. GE Investments shall act as investment counsel to
ISI. In this capacity, GE Investments 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 GE Investments, 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 sale of securities; and
(e) to place orders and negotiate the commissions (if any) for the execution of
transactions in securities or other assets with or through such brokers,
dealers, underwriters or issuers as GE Investments may select in accordance
with the specific authority granted to both ISI and GE Investments under
the terms of the Advisory Agreement with respect to the placement of
brokerage.
2. OBLIGATIONS OF ISI. ISI shall have the following obligations under this
Agreement:
(a) to keep GE Investments 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;
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(b) to furnish GE Investments 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 GE Investments with copies of the Fund's Declaration of Trust,
By-laws, and current registration statement and any amendments thereto
applicable to the Portfolio, together with any further materials or
information which GE Investments may reasonably request to enable it to
perform its functions under this Agreement; and
(d) to compensate GE Investments for its services under this Agreement by the
payment of fees equal to (i) 45% 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 with respect to the amount of
Portfolio assets managed by GE Investments during such period, less (ii)
45% of any amount reimbursed to the Portfolio by ISI pursuant to the
provisions of Section 8 of the Advisory Agreement with respect to the
amount of Portfolio assets managed by GE Investments during such period. 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 GE Investments hereunder shall be payable upon receipt by
ISI from the Portfolio of fees payable to ISI under Section 6 of the
Advisory Agreement. Any amount borne by GE Investments pursuant to (ii)
above in this paragraph constitutes an agreement between ISI and GE
Investments only for the first twelve months following commencement of the
Portfolio's investment operations. The fee payable to GE Investments
pursuant to this paragraph will not be waived by GE Investments or
otherwise reduced by any waiver or expense limitation affecting the fee
that is payable to ISI under the Advisory Agreement, except as may be
mutually agreed to by GE Investments and ISI. In no event will any amount
to be borne by GE Investments pursuant to (ii) above or pursuant to such
further mutual agreement between GE Investments and ISI exceed the amount
of fee payable to GE Investments pursuant to (i) above in this paragraph.
3. ALLOCATION OF TRANSACTIONS. On occasions when GE Investments deems the
purchase or sale of a security to be in the best interests of the Portfolio as
well as other clients of GE Investments, GE Investments, to the extent permitted
by applicable laws and regulations, may, but shall be under no obligation to,
aggregate the securities to be purchased or sold to attempt to obtain a more
favorable price or lower brokerage commissions and efficient execution. In such
event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by GE Investments in the
manner GE Investments considers to be the most equitable and consistent with its
fiduciary obligations to the Portfolio and to its other clients.
4. TREATMENT OF INVESTMENT ADVICE. GE Investments shall supervise and direct the
investment of Portfolio assets managed by it as set forth above consistent with
the Fund's Declaration of Trust and the Portfolio's investment objectives and
policies adopted and declared by the Board of Trustees and stated in the
Portfolio's current Prospectus; provided, however, that ISI may direct GE
Investments to furnish its investment information, advice and recommendations
directly to ISI or to the officers or Trustees of the Fund.
5. SERVICES TO OTHER CLIENTS. Nothing contained in this Agreement shall limit or
restrict (i) the freedom of GE Investments, or any affiliated person thereof, to
render investment advisory, management and corporate administrative services to
any other investment companies, to act as an investment adviser, investment
manager or investment counselor to any other persons, firms or corporations, or
to engage in any other business activities, or (ii) the right of any director,
officer or employee of GE Investments, who may also be a director, officer or
employee of the Fund, to engage in any other business or to devote his or her
time and attention in part to the management or other aspects of any other
business, whether of a similar nature or a dissimilar nature.
6. REPRESENTATIONS AND WARRANTIES OF GE INVESTMENTS. GE Investments represents,
warrants and agrees as follows: GE Investments (i) is registered as an
investment adviser under the Investment Advisers Act of 1940 ("Advisers Act")
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and will continue to be so registered for so long as this Agreement remains in
effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from
performing the services contemplated by this Agreement; (iii) has met, and will
seek to continue to meet for so long as this Agreement remains in effect, any
other applicable federal or state requirements, or the applicable requirements
of any regulatory or industry self-regulatory agency, necessary to be met in
order to perform the services contemplated by this Agreement; (iv) has the
authority to enter into and perform the services contemplated by this Agreement;
and (v) will promptly notify ISI of the occurrence of any event that would
disqualify GE Investments from serving as an investment adviser of an investment
company pursuant to Section 9(a) of the 1940 Act or otherwise.
7. REPRESENTATIONS AND WARRANTIES OF ISI. ISI represents, warrants and agrees as
follows: ISI (i) is registered as an investment adviser under the Advisers Act
and will continue to be so registered for so long as this Agreement remains in
effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from
performing the services contemplated by the Advisory Agreement; (iii) has met,
and will seek to continue to meet for so long as this Agreement remains in
effect, any other applicable federal or state requirements, or the applicable
requirements of any regulatory or industry self-regulatory agency, necessary to
be met in order to perform the services contemplated by the Advisory Agreement;
(iv) has the authority to enter into and perform the services contemplated by
the Advisory Agreement and has the authority to enter into this Agreement; (v)
will promptly notify GE Investments of the occurrence of any event that would
disqualify ISI from serving as an investment adviser of an investment company
pursuant to Section 9(a) of the 1940 Act or otherwise; and (vi) will notify GE
Investments, to the extent possible, within a reasonable period of time prior to
any termination of this Agreement pursuant to Section 10 which arises from a
termination of the Advisory Agreement (including any termination by assignment
resulting from a foreseeable change in control of ISI that is a matter of public
information).
8. PURCHASES BY AFFILIATES. Neither GE Investments 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 GE Investments (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.
9. LIABILITY OF GE INVESTMENTS. GE Investments 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 GE Investments 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. ISI agrees to indemnify GE
Investments, its officers and directors, and any person who controls it within
the meaning of Section 15 of the Securities Act of 1933, as amended (the "1933
Act") for any loss or expense (including attorneys' fees) arising out of any
claim, demand, action or suit in the event that GE Investments has been found to
be without fault and ISI or any person who controls ISI within the meaning of
Section 15 of the 1933 Act has been found at fault (i) by the final judgment of
a court of competent jurisdiction or (ii) in any order of settlement of any
claim, demand, action or suit that has been approved by the Board of Directors
of ISI or such other controlling person. GE Investments agrees to indemnify ISI,
its officers and trustees, and any person who controls ISI within the meaning of
Section 15 of the 1933 Act for any loss or expense (including attorneys' fees)
arising out of any claim, demand, action or suit in the event that ISI has been
found to be without fault and GE Investments or any person who controls GE
Investments within the meaning of Section 15 of the 1933 Act has been found at
fault (i) by the final judgment of a court of competent jurisdiction or (ii) in
any order of settlement of any claim, demand, action or suit that has been
approved by the Board of Directors of GE Investments or such other controlling
person.
10. COMPLIANCE WITH LAWS. GE Investments 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, GE Investments will act in conformity with
the Fund's Declaration of Trust, Bylaws, and current registration statement
applicable to the Portfolio as it may be supplemented from time to time and with
the instructions and direction of ISI and the Fund's Trustees, and will conform
to and comply with the Investment Company Act of 1940, as amended (the "1940
Act") and all other applicable federal or state laws and regulations.
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11. 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 GE Investments 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 GE Investments by giving 60 days' written notice of
such termination to the Fund and ISI at their respective principal places of
business.
12. ASSIGNMENT. This Agreement shall terminate automatically in the event of any
assignment (as that term is defined in Section 2(a)(4) and the rules thereunder
of the 0000 Xxx) of this Agreement.
13. TERM. This Agreement shall continue in effect, unless sooner terminated in
accordance with its terms, for an initial term ending April 22, 1998, 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).
14. AMENDMENTS. This Agreement may be amended by an instrument in writing signed
by the party against which enforcement of the amendment is sought. No amendment
shall be effective until it is approved by the affirmative vote of a majority of
the outstanding voting securities of the Portfolio (as that phrase is defined in
Section 2(a)(42) of the 0000 Xxx) and 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,
unless otherwise permitted in accordance with the 1940 Act.
15. 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: GE INVESTMENT MANAGEMENT INCORPORATED.
/S/ BY: /S/
Xxxxxxx X. Xxxxxxxx
Assistant Secretary Executive Vice President
ATTEST: INTERSECURITIES, INC.
/S/ BY: /S/
Xxxxxxx X. Xxxxxx G. Xxxx Xxxxxx
Secretary President and Chief Executive Officer
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