EXHIBIT 23H
INVESTMENT COMPANY SERVICES AGREEMENT
INVESTMENT COMPANY SERVICES AGREEMENT
AMIDEX Funds, Inc
This AGREEMENT, dated as of the 1st day of February, 2005, by and between AMIDEX
Funds, Inc. (the "Fund"), a corporation operating as an open-end, management
investment company registered under the Investment Company Act of 1940, as
amended (the "Act"), duly organized and existing under the laws of the State of
Maryland, and Matrix Capital Group ("Matrix"), a corporation duly organized
under the laws of the State of New York (collectively, the "Parties").
WITNESSETH THAT:
WHEREAS, the Fund is authorized by its Articles of Incorporation and By-Laws to
issue separate series of shares representing interests in separate investment
portfolios which are identified on Schedule "C" attached hereto and which
Schedule "C" may be amended from time to time by mutual agreement of the Fund
and Matrix; and
WHEREAS, the Parties desire to enter into an agreement whereby Matrix will
provide the services to the Fund as specified herein and set forth in particular
in Schedule "A" which is attached hereto and made a part hereof.
NOW THEREFORE, in consideration of the premises and mutual covenants contained
herein, and in exchange of good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the Parties hereto, intending to be
legally bound, do hereby agree as follows:
GENERAL PROVISIONS
Section 1. Appointment.
The Fund hereby appoints Matrix as servicing agent and Matrix hereby accepts
such appointment. In order that Matrix may perform its duties under the terms of
this Agreement, the Board of Directors of the Fund shall direct the officers,
investment adviser, legal counsel, independent accountants and custodian of the
Fund to cooperate fully with Matrix and, upon request of Matrix, to provide such
information, documents and advice relating to the Fund which Matrix requires to
execute its responsibilities hereunder. In connection with its duties, Matrix
shall be entitled to rely, and will be held harmless by the Fund when acting in
reasonable reliance, upon any instruction, advice or document relating to the
Fund as provided to Matrix by any of the aforementioned persons on behalf of the
Fund. All fees charged by any such persons acting on behalf of the Fund would be
deemed an expense of the Fund. Any services performed by Matrix under this
Agreement will conform to the requirements of:
(a) the provisions of the Act and the Securities Act of 1933, as amended, and
any rules or regulations in force thereunder;
(b) any other applicable provision of state and federal law;
(c) the provisions of the Articles of Incorporation and the By-Laws of the Fund
as amended from time to time and delivered to Matrix;
(d) any policies and determinations of the Board of Directors of the Fund which
are communicated to Matrix; and
(e) the policies of the Fund as reflected in the Fund's registration statement
as filed with the U.S. Securities and Exchange Commission.
Nothing in this Agreement will prevent Matrix or any officer thereof from
providing the same or comparable services for or with any other person, trust,
firm or corporation. While the services supplied to the Fund may be different
than those supplied to other persons, trusts, firms or corporations, Matrix will
provide the Fund equitable treatment in supplying services. The Fund recognizes
that it will not receive preferential treatment from Matrix as compared with the
treatment provided to other Matrix clients.
Section 2. Duties and Obligations of Matrix.
Subject to the provisions of this Agreement, Matrix will provide to the Fund the
specific services as set forth in Schedule "A" attached hereto.
Section 3. Definitions. For purposes of this Agreement:
"Certificate" will mean any notice, instruction, or other instrument in writing,
authorized or required by this Agreement. To be effective, such Certificate
shall be given to and received by the custodian and shall be signed on behalf of
the Fund by any two of its designated officers, and the term Certificate shall
also include instructions communicated to the custodian by Matrix.
"Custodian" will refer to that agent which provides safekeeping of the assets of
the Fund.
"Instructions" will mean communications containing instructions transmitted by
electronic or telecommunications media including, but not limited to, Industry
Standardization for Institutional Trade Communications, computer-to-computer
interface, dedicated transmission line, facsimile transmission (which may be
signed by an officer or unsigned) and tested telex.
"Oral Instruction" will mean an authorization, instruction, approval, item or
set of data, or information of any kind transmitted to Matrix in person or by
telephone, telegram, telecopy or other mechanical or documentary means lacking
original signature, by a person or persons reasonably identified to Matrix to be
a person or persons so authorized by a resolution of the Board of Directors of
the Fund to give Oral Instructions to Matrix on behalf of the Fund.
"Shareholders" will mean the registered owners of the shares of the Fund in
accordance with the share registry records maintained by Matrix for the Fund.
"Shares" will mean the issued and outstanding shares of the Fund.
"Signature Guarantee" will mean the guarantee of signatures by an "eligible
guarantor institution" as defined in Rule 17Ad-15 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). Eligible guarantor institutions
include banks, brokers, dealers, credit unions, and national securities
exchanges, registered securities associations, clearing agencies and savings
associations. Broker-dealers guaranteeing signatures must be members of a
clearing corporation or maintain net capital of at least $100,000. Signature
guarantees will be accepted from any eligible guarantor institution, which
participates in a signature guarantee program.
"Written Instruction" will mean an authorization, instruction, approval, item or
set of data or information of any kind transmitted to Matrix in an original
writing containing an original signature or a copy of such document transmitted
by telecopy including transmission of such signature reasonably identified to
Matrix to be the signature of a person or persons so authorized by a resolution
of the Board of Directors of the Fund, or so identified by the Fund to give
Written Instructions to Matrix on behalf of the Fund.
Concerning Oral and Written Instructions For all purposes under this Agreement,
Matrix is authorized to act upon receipt of the first of any Written or Oral
Instruction it receives from the Fund or its agents. In cases where the first
instruction is an Oral Instruction that is not in the form of a document or
written record, a confirmatory Written Instruction or Oral Instruction in the
form of a document or written record shall be delivered promptly. In cases where
Matrix receives an Instruction, whether Written or Oral, to enter a portfolio
transaction onto the Fund's records, the Fund shall cause the broker/dealer
executing such transaction to send a written confirmation to the Custodian.
Matrix shall be entitled to rely on the first Instruction received from the Fund
or its authorized agents, whether Oral or otherwise. For any act or omission
undertaken by Matrix in compliance therewith, it shall be free of liability and
fully indemnified and held harmless by the Fund, provided however, that in the
event any Instruction received by Matrix is countermanded by a subsequent
Written or Oral Instruction received prior to acting upon such countermanded
Instruction, Matrix shall act upon such subsequent Written or Oral Instruction.
The sole obligation of Matrix with respect to any follow-up or confirmatory
Written Instruction or Oral Instruction in documentary or written form shall be
to make reasonable efforts to detect any discrepancy between the original
Instruction and such follow-up or confirmatory Written or Oral Instruction, and
to report such discrepancy to the Fund. The Fund shall be responsible and bear
the expense of its taking any action, including any reprocessing, necessary to
correct any discrepancy or error. To the extent such action requires Matrix to
act, the Fund shall give Matrix specific Written Instruction as to the action
required.
The Fund will file with Matrix a certified copy of each resolution of the Fund's
Board of Directors authorizing execution of Written Instructions or the
transmittal of Oral Instructions as provided above.
Section 4. Indemnification.
(a) Matrix, its officers, employees, shareholders, and agents will be liable for
any loss suffered by the Fund resulting from the willful misfeasance, bad faith,
gross negligence or reckless disregard on the part of Matrix in the performance
of its obligations and duties under this Agreement.
(b) Any director, officer, employee, shareholder or agent of Matrix, who may be
or become an officer, director, employee or agent of the Fund, will be deemed,
when rendering services to the Fund, or acting on any business of the Fund
(other than services or business in connection with Matrix's duties hereunder),
to be rendering such services to or acting solely for the Fund and not as a
director, officer, employee, shareholder or agent of, or under the control or
direction of Matrix even though such person may be receiving compensation from
Matrix.
(c) The Fund agrees to indemnify and hold Matrix harmless, together with its
officers, employees, shareholders and agents from and against any and all
claims, demands, expenses and liabilities (whether with or without basis in fact
or law) of any and every nature which Matrix may sustain or incur or which may
be asserted against Matrix by any person by reason of, or as a result of:
(i) any action taken or omitted to be taken by Matrix except claims, demands,
expenses and liabilities arising from willful misfeasance, bad faith, negligence
or reckless disregard on the part of Matrix in the performance of its
obligations and duties under this Agreement; or
(ii) any action taken or omitted to be taken by Matrix in reliance upon any
Certificate, instrument, order or stock certificate or other document reasonably
believed by Matrix to be genuine and signed, countersigned or executed by any
duly authorized person, upon the Oral Instructions or Written Instructions of an
authorized person of the Fund, or upon the written opinion of legal counsel for
the Fund or Matrix; or
(iii) the offer or sale of shares of the Fund to any person, natural or
otherwise, which is in violation of any state or federal law.
If a claim is made against Matrix as to which Matrix may seek indemnity under
this Section, Matrix will notify the Fund promptly after receipt of any written
assertion of such claim threatening to institute an action or proceeding with
respect thereto and will notify the Fund promptly of any action commenced
against Matrix within ten (10) days after Matrix has been served with a summons
or other legal process. Failure to notify the Fund will not, however, relieve
the Fund from any liability, which it may have on account of the indemnity under
this Section so long as the Fund has not been prejudiced in any material respect
by such failure.
The Fund and Matrix will cooperate in the control of the defense of any action,
suit or proceeding in which Matrix is involved and for which indemnity is being
provided by the Fund to Matrix. The Fund may negotiate the settlement of any
action, suit or proceeding subject to Matrix's approval, which will not be
unreasonably withheld. Matrix reserves the right, but not the obligation, to
participate in the defense or settlement of a claim, action or proceeding with
its own counsel. Costs or expenses incurred by Matrix in connection with, or as
a result of such participation, will be borne solely by the Fund if:
(i) Matrix has received an opinion of counsel from counsel to the Fund stating
that the use of counsel to the Fund by Matrix would present an impermissible
conflict of interest;
(ii) the defendants in, or targets of, any such action or proceeding include
both Matrix and the Fund, and legal counsel to Matrix has reasonably concluded
that there are legal defenses available to it which are different from or
additional to those available to the Fund or which may be adverse to or
inconsistent with defenses available to the Fund (in which case the Fund will
not have the right to direct the defense of such action on behalf of Matrix); or
(iii) the Fund authorizes Matrix to employ separate counsel at the expense of
the Fund.
(d) The terms of this Section will survive the termination of this Agreement.
Section 5. Representations and Warranties.
(a) Matrix represents and warrants that:
(i) it is a corporation duly organized and existing and in good standing
under the laws of New York;
(ii) it is empowered under applicable laws and by its Certificate of
Incorporation and By-Laws to enter into and perform this Agreement;
(iii) all requisite corporate proceedings have been taken to authorize
Matrix to enter into and perform this Agreement;
(iv) it has and will continue to have access to the facilities, personnel
and equipment required to fully perform its duties and obligations hereunder;
(v) no legal or administrative proceedings have been instituted or
threatened which would impair Matrix's ability to perform its duties and
obligations under this Agreement;
(vi) its entrance into this Agreement shall not cause a material breach or
be in material conflict with any other agreement or obligation of Matrix or any
law or regulation applicable to it;
(vii) it is registered as a transfer agent under Section 17A(c)(2) of the
Exchange Act;
(viii) this Agreement has been duly authorized by Matrix and, when
executed and delivered, will constitute a valid, legal and binding obligation of
Matrix, enforceable in accordance with its terms.
(b) The Fund represents and warrants that:
(i) it is a corporation duly organized and existing and in good standing under
the laws of the State of Maryland;
(ii)it is empowered under applicable laws and by its Articles of Incorporation
and By-Laws to enter into and perform this Agreement;
(iii) all requisite proceedings have been taken to authorize the Fund to enter
into and perform this Agreement;
(iv) no legal or administrative proceedings have been instituted or threatened
which would impair the Fund's ability to perform its duties and obligations
under this Agreement;
(v)the Fund's entrance into this Agreement shall not cause a material breach or
be in material conflict with any other agreement or obligations of the Fund, or
any law or regulation applicable to either;
(vi) the Shares are properly registered or otherwise authorized for issuance and
sale;
(vii) this Agreement has been duly authorized by the Fund and, when executed and
delivered, will constitute a valid, legal and binding obligation of the Fund,
enforceable in accordance with its terms.
(c) Delivery of Documents
The Fund will furnish or cause to be furnished to Matrix the following
documents;
(i) current Prospectus and Statement of Additional Information for each
portfolio attached hereto as may be amended from time to time;
(ii) most recent Annual Report;
(iii) most recent Semi-Annual Report for registered investment companies on Form
N-CSR;
(iv) certified copies of resolutions of the Fund's Board of Directors
authorizing the execution of Written Instructions or the transmittal of Oral
Instructions and those persons authorized to give those Instructions.
(d) Record Keeping and Other Information
Matrix will create and maintain all records required of it pursuant to its
duties hereunder and as set forth in Schedule "A" in accordance with all
applicable laws, rules and regulations, including records required by Section
31(a) of the Act. All such records will be the property of the Fund and will be
available during regular business hours for inspection, copying and use by the
Fund. Where applicable, such records will be maintained by Matrix for the
periods and in the places required by Rule 31a 2 under the Act. Upon termination
of this Agreement, Matrix will deliver all such records to the Fund or such
person as the Fund may designate.
In case of any request or demand for the inspection of the Share records of the
Fund, Matrix shall notify the Fund and secure instructions as to permitting or
refusing such inspection. Matrix may, however, exhibit such records to any
person in any case where it is advised by its counsel that it may be held liable
for failure to do so.
Section 6. Compensation. The Fund agrees to pay Matrix compensation for its
services, and to reimburse it for expenses at the rates, times, manner and
amounts as set forth in Schedule "B" attached hereto and incorporated herein by
reference and as will be set forth in any amendments to such Schedule "B" agreed
upon in writing by the Parties. Upon receipt and approval of an invoice
therefor, Matrix is authorized to collect such fees by debiting the Fund's
custody account. The Fund will approve or contest any invoice sent by Matrix
within five (5) days of receipt. Disputed amounts shall not be deducted from the
Fund's custody account until the dispute is resolved. In addition, the Fund
agrees to reimburse Matrix for any reasonable and ordinary out-of-pocket
expenses paid by Matrix on behalf of the Fund within five (5) calendar days of
the Fund's receipt of an invoice therefor.
For the purpose of determining fees payable to Matrix, the value of the Fund's
net assets will be computed at the times and in the manner specified in the
Fund's Prospectus and Statement of Additional Information then in effect.
During the term of this Agreement, should the Fund seek services or functions in
addition to those outlined below or in Schedule "A" attached hereto, a written
amendment to this Agreement specifying the additional services and corresponding
compensation will be executed by the Parties.
In the event that the Fund is more than thirty (30) days delinquent in its
payments of monthly xxxxxxxx in connection with this Agreement (with the
exception of specific amounts, which may be contested in good faith by the
Fund), this Agreement may be terminated upon thirty (30) days' written notice to
the Fund by Matrix. The Fund must notify Matrix in writing of any contested
amounts within five (5) days of receipt of a billing for such amounts. Disputed
amounts are not due and payable while they are being disputed.
Section 7. Days of Operation.
Nothing contained in this Agreement is intended to or will require Matrix, in
any capacity hereunder, to perform any functions or duties on any holiday, day
of special observance or any other day on which the New York Stock Exchange
("NYSE") is closed. Functions or duties normally scheduled to be performed on
such days will be performed on and as of the next succeeding business day on
which the NYSE is open. Notwithstanding the foregoing, Matrix will compute the
net asset value of the Fund on each day required pursuant to Rule 22c-1
promulgated under the Act.
Section 8. Acts of God, etc.
Matrix will not be liable or responsible for delays or errors caused by acts of
God or by reason of circumstances beyond its control including, acts of civil or
military authority, national emergencies, labor difficulties, mechanical
breakdown, insurrection, war, riots, or failure or unavailability of
transportation, communication or power supply, fire, flood or other catastrophe.
In the event of equipment failures beyond Matrix's control, Matrix will, at no
additional expense to the Fund, take reasonable steps to minimize service
interruptions but will have no liability with respect thereto. The foregoing
obligation will not extend to computer terminals located outside of premises
maintained by Matrix. Matrix has entered into and maintains in effect agreements
making reasonable provision for emergency use of electronic data processing
equipment to the extent appropriate equipment are available.
Section 9. Inspection and Ownership of Records.
In the event of a request or demand for the inspection of the records of the
Fund, Matrix will use its best efforts to notify the Fund and to secure
instructions as to permitting or refusing such inspection. Matrix may, however,
make such records available for inspection to any person in any case where it is
advised in writing by its counsel that it may be held liable for failure to do
so after notice to the Fund.
Matrix recognizes that the records it maintains for the Fund are the property of
the Fund and will be surrendered to the Fund upon written notice to Matrix as
outlined under Section 10(c) below. The Fund is responsible for the payment in
advance of any fees owed to Matrix. Matrix agrees to maintain the records and
all other information of the Fund in a confidential manner and will not use such
information for any purpose other than the performance of Matrix's duties under
this Agreement.
Section 10. Duration and Termination.
(a)The initial term of this Agreement will be for the period of two (2) years,
commencing on the date hereinabove first written (the "Effective Date") and will
continue thereafter subject to termination by either Party as set forth in
subsection (c) below.
(b)The fee schedules set forth in Schedule "B" attached hereto will be fixed for
the initial term commencing on the Effective Date of this Agreement and will
continue thereafter subject to their review and any adjustment.
(c)After the initial term of this Agreement, a Party may give written notice to
the other (the day on which the notice is received by the Party against which
the notice is made shall be the "Notice Date") of a date on which this Agreement
shall be terminated ("Termination Date"). The Termination Date shall be set on a
day not less than ninety (90) days after the Notice Date. The period of time
between the Notice Date and the Termination Date is hereby identified as the
"Notice Period". Any time up to, but not later than fifteen (15) days prior to
the Termination Date, the Fund will pay to Matrix such compensation as may be
due as of the Termination Date and will likewise reimburse Matrix for any
out-of-pocket expenses and disbursements reasonably incurred or expected to by
incurred by Matrix up to and including the Termination Date.
(d)In connection with the termination of this Agreement, if a successor to any
of Matrix's duties or responsibilities under this Agreement is designated by the
Fund by written notice to Matrix, Matrix will promptly, on the Termination Date
and upon receipt by Matrix of any payments owed to it as set forth in Section
10(c) above, transfer to the successor, at the Fund's expense, all records which
belong to the Fund and will provide appropriate, reasonable and professional
cooperation in transferring such records to the named successor.
(e)Should the Fund desire to move any of the services outlined in this Agreement
to a successor service provider prior to the Termination Date, Matrix shall make
a good faith effort to facilitate the conversion on such prior date, however,
there can be no guarantee that Matrix will be able to facilitate a conversion of
services prior to the end of the Notice Period. Should services be converted to
a successor service provider prior to the end of the Notice Period, or if the
Fund is liquidated or its assets merged or purchased or the like with another
entity, payment of fees to Matrix shall be accelerated to a date prior to the
conversion or termination of services and calculated as if the services had
remained at Matrix until the expiration of the Notice Period and shall be
calculated at the asset levels on the Notice Date.
(f) Notwithstanding any other provisions of Paragraph 10, and after the passage
of two (2) years from the effective date of this Agreement; in the event the
Fund deregisters as an Investment Company with the United States Securities and
Exchange Commission ("SEC"), this Agreement may be terminated by the Fund upon
ninety (90) days written notice to Matrix. The Termination Date shall be ninety
(90) days after the receipt of such notice by Matrix. Any time up to, but not
later than fifteen (15) days prior to the Termination Date, the Fund will pay to
Matrix such compensation as may be due as of the Termination Date and will
likewise reimburse Matrix for any out- of- pocket expenses and disbursements
reasonably incurred or expected to be incurred by Matrix up to and including the
Termination Date.
(g)Notwithstanding the foregoing, this Agreement may be terminated at any time
by either Party in the event of a material breach by the other Party involving
gross negligence, willful misfeasance, bad faith or a reckless disregard of its
obligations and duties under this Agreement provided that such breach shall have
remained unremedied for sixty (60) days or more after receipt of written
specification thereof.
Section 11. Rights of Ownership.
All computer programs and procedures developed to perform services required to
be provided by Matrix under this Agreement are the property of Matrix. All
records and other data except such computer programs and procedures are the
exclusive property of the Fund and all such other records and data will be
furnished to the Fund in appropriate form as soon as practicable after
termination of this Agreement for any reason.
Section 12. Amendments to Documents.
The Fund will furnish Matrix written copies of any amendments to, or changes in,
the Articles of Incorporation, By-Laws, Prospectus or Statement of Additional
Information in a reasonable time prior to such amendments or changes becoming
effective. In addition, the Fund agrees that no amendments will be made to the
Prospectus or Statement of Additional Information of the Fund which might have
the effect of changing the procedures employed by Matrix in providing the
services agreed to hereunder or which amendment might affect the duties of
Matrix hereunder unless the Fund first obtains Matrix's approval of such
amendments or changes.
Section 13. Confidentiality.
Both Parties hereto agree that any non-public information obtained hereunder
concerning the other Party is confidential and may not be disclosed to any other
person without the consent of the other Party, except as may be required by
applicable law or at the request of the U.S. Securities and Exchange Commission
or other governmental agency. Matrix agrees that it will not use any non public
information for any purpose other than performance of its duties or obligations
hereunder. The obligations of the Parties under this Section will survive the
termination of this Agreement. The Parties further agree that a breach of this
Section would irreparably damage the other Party and accordingly agree that each
of them is entitled, without bond or other security, to an injunction or
injunctions to prevent breaches of this provision.
Section 14. Notices.
Except as otherwise provided in this Agreement, any notice or other
communication required by or permitted to be given in connection with this
Agreement will be in writing and will be delivered in person or sent by first
class mail, postage prepaid or by prepaid overnight delivery service to the
respective parties as follows:
If to the Fund: If to InCap:
AMIDEX Funds, Inc. Matrix Capital Group
0000 Xxx Xxxxx Xxxxxx 335 Madison Avenue, 11th floor
Xxxxxxxxxx, XX 00000 Xxx Xxxx, XX 00000
Attention: Xxxxxxxx X. Xxxxxxxxx Attention: Xxxxxxxxxxx X. Xxxx
President President
Section 15. Amendment.
No provision of this Agreement may be amended or modified in any manner except
by a written agreement properly authorized and executed by the Parties. This
Agreement may be amended from time to time by supplemental agreement executed by
the Parties and the compensation stated in Schedule "B" attached hereto may be
adjusted accordingly as mutually agreed upon.
Section 16. Authorization.
The Parties represent and warrant to each other that the execution and delivery
of this Agreement by the undersigned officer of each Party has been duly and
validly authorized; and when duly executed, this Agreement will constitute a
valid and legally binding enforceable obligation of each Party.
Section 17. Counterparts.
This Agreement may be executed in two or more counterparts, each of which when
so executed will be deemed to be an original, but such counterparts will
together constitute but one and the same instrument.
Section 18. Assignment.
This Agreement will extend to and be binding upon the Parties hereto and their
respective successors and assigns; provided, however, that this Agreement will
not be assignable by the Fund without the written consent of Matrix or by Matrix
without the written consent of the Fund which consent must be authorized or
approved by a resolution by its respective Boards of Directors prior to such
assignment.
Section 19. Governing Law.
The laws of the State of New York will govern this Agreement and the exclusive
venue of any action arising under this Agreement will be New York, NY.
Section 20. Severability.
If any part, term or provision of this Agreement is held by any court to be
illegal, in conflict with any law or otherwise invalid, the remaining portion or
portions will be considered severable and not be affected and the rights and
obligations of the parties will be construed and enforced as if the Agreement
did not contain the particular part, term or provision held to be illegal or
invalid, provided that the basic agreement is not thereby materially impaired.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement consisting of
twenty (20) typewritten pages, together with Schedules "A," "B" and "C" (Pages
21- 28, attached), to be signed by their duly authorized officers as of the day
and year first above written.
AMIDEX Funds, Inc.
Matrix Capital Group
By: Xxxxxxxx X. Xxxxxxxxx By: Xxxxxxxxxxx X. Xxxx
President President
SCHEDULE A
Accounting Services Provided by Matrix Capital Group
|_| Journalize each Portfolio's investment, capital share and income and expense
activities.
|_| Verify investment buy/sell trade tickets when received from the Adviser and
transmit trades to the Fund's custodian for proper settlement.
|_| Maintain individual ledgers for investment securities.
|_| Maintain historical tax lots for each security.
|_| Reconcile cash and investment balances of each Portfolio with the custodian,
and provide the Adviser with the beginning cash balance available for investment
purposes.
|_| Update the cash availability throughout the day as required by the Adviser.
|_| Post to and prepare each Portfolio's Statement of Assets and Liabilities and
Statement of Operations.
|_| Calculate expenses payable pursuant to the Fund's various contractual
obligations.
|_| Control all disbursements from the Fund on behalf of each Portfolio and
authorize such disbursements upon instructions of the Fund.
|_| Calculate capital gains and losses.
|_| Determine each Portfolio's net income.
|_| At the Portfolio's expense, obtain security market prices or if such market
prices are not readily available, then obtain such prices from services approved
by the Adviser, and in either case calculate the market or fair value of each
Portfolio's investments.
|_| Where applicable, calculate the amortized cost value of debt instruments.
|_| Transmit or mail a copy of the portfolio valuations to the Adviser.
|_| Compute the net asset value of each Portfolio.
|_| Report applicable net asset value and performance data to performance
tracking organizations.
|_| Compute each Portfolio's yields, total returns, expense ratios and portfolio
turnover rate.
|_| Prepare and monitor the expense accruals and notify Fund management of any
proposed adjustments.
|_| Prepare monthly financial statements, which will include, without
limitation, the Schedule of Investments, the Statement of Assets and
Liabilities, the Statement of Operations, the Statement of Changes in Net
Assets, the Cash Statement, and the Schedule of Capital Gains and Losses.
|_| Prepare monthly security transactions listings.
|_| Prepare monthly broker security transactions summaries.
|_| Supply various Fund and Portfolio statistical data as requested on an
ongoing basis.
|_| Assist in the preparation of support schedules necessary for completion of
Federal and state tax returns.
|_| Assist in the preparation and filing of the Fund's annual and semiannual
reports with the SEC on Form N-SAR.
|_| Assist in the preparation and filing of the Fund's annual and semiannual
reports to shareholders and proxy statements.
|_| Assist with the preparation of amendments to the Fund's Registration
Statements on From N-1A and other filings relating to the registration of
shares.
|_| Monitor each Portfolio's status as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended from time to time
("Code").
|_| Determine the amount of dividends and other distributions payable to
shareholders as necessary to, among other things, maintain the qualification as
a regulated investment company of each Portfolio of the Fund under the Code.
|_| Provide other accounting services as may be agreed upon from time to time in
writing by the Fund and Matrix.
Administrative Services Provided by Matrix Capital Group
|_| Provide overall day-to-day Fund administrative management, including
coordination of investment Adviser, custodian, transfer agency, distribution and
pricing and accounting services.
|_| Preparation of filing of all Federal and State reports including:
o Fund's post-effective amendments under the Securities Act of 1933 and the
Investment Company Act of 1940.
o Form N-SAR - Semi-Annual report for Registered Investment Companies.
o Form N-CSR - The Fund's Annual and Semi-Annual Report.
o Rule 24f-2 Notice - filing regarding sale(s) of securities.
o Rule 17g-1 filing with the SEC regarding Fidelity Bond coverage.
o Ongoing monitoring and filing of State Blue Sky registrations.
|_| Prepare and file such reports, applications and documents as may be
necessary or desirable to register the Fund's shares with the Federal and state
securities authorities, and monitor the sale of Fund shares for compliance with
Federal and state securities laws.
|_| Prepare and file reports to shareholders, including the annual report to
shareholders, and coordinate mailing Prospectuses, notices, proxy statements,
proxies and other reports to shareholders.
|_| Assist with layout and printing of shareholder communications, including
Prospectuses and reports to shareholders.
|_| Administer contracts on behalf of the Fund with, among others, the Fund's
investment Adviser, custodian, transfer agent/shareholder servicing agent,
distributor, and accounting services agent.
|_| Prepare and maintain materials for trustees/management meetings including,
agendas, minutes, attendance records and minute books.
|_| Coordinate shareholder meetings, including assisting Fund counsel in
preparation of proxy materials, preparation of minutes and tabulation of
results.
|_| Monitor and pay Fund bills, maintain Fund budget and report budget expenses
and variances to Fund management.
|_| Monitor the Fund's compliance with the investment restrictions and
limitations imposed by the 1940 Act and state Blue Sky laws and applicable
regulations thereunder, the fundamental and non-fundamental investment policies
and limitations set forth in the Fund's Prospectuses and Statement of Additional
Information, and the investment restrictions and limitations necessary for each
Portfolio of the Fund to qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended, or any successor
statute.
|_| Prepare and distribute to appropriate parties notices announcing the InCap
of dividends and other distributions to shareholders.
|_| Provide other administrative services as may be agreed from time to time in
writing by the Fund or Administrator.
Transfer Agent, Shareholder Servicing Agent and Dividend Disbursing Agent
Services provided by Matrix Capital Group
|_| Examine and process new accounts, subsequent payments, liquidations,
exchanges, transfers, telephone transactions, check redemptions automatic
withdrawals, and wire order trades.
|_| Reinvest or pay dividends and make other distributions.
|_| Answer investor and dealer telephone and/or written inquiries, except as
otherwise agreed by the Transfer Agent and the Fund.
|_| Process and confirm address changes.
|_| Process standard account record changes as required, i.e. Dividend Codes,
etc.
|_| Microfilm and/or store source documents for transactions, such as account
applications and correspondence.
|_| Perform backup withholding for those accounts in accordance with Federal
regulations.
|_| Solicit missing taxpayer identification numbers.
|_| Provide remote access inquiry to Fund records via Fund supplied hardware
(fund responsible for connection line and monthly fee).
|_| Maintain the following shareholder information in such a manner as the
Transfer Agent shall determine:
o Name and address, including zip code.
o Balance of Shares.
o Number of Shares, issuance date of each share outstanding and cancellation
date of each share no longer outstanding, if issued.
o Balance of dollars available for redemption.
o Dividend code (daily accrual, monthly reinvest, monthly cash or quarterly
cash).
o Type of account code.
o Establishment date indicating the date an account was opened, carrying
forward pre-conversion data as available.
o Original establishment date for accounts opened by exchange.
o W-9 withholding status and periodic reporting.
o State of residence code.
o Social security or taxpayer identification number, and indication of
certification.
o Historical transactions on the account for the most recent 18 months, or
other period as mutually agreed to from time to time.
o Indication as to whether phone transaction can be accepted for this
account. Beneficial owner code, i.e. male, female, joint tenant, etc.
|_| Provide the following reports and statements:
o Prepare daily journals for Fund reflecting all shares and dollar activity
for the previous day.
o Supply information monthly for Fund's preparation of Blue Sky reporting.
o Supply monthly purchase, redemption and liquidation information for use in
Fund's N-SAR report.
o Provide monthly average daily balance reports for the Fund.
o Prepare and mail copies of summary statements to dealers and investment
advisors.
o Mail transaction confirmation statements daily to investors.
o Address and mail four periodic financial reports (material must be
adaptable to Transfer Agent's mechanical equipment as reasonably specified
by the Transfer Agent).
o Mail periodic statement to investors.
o Compute, prepare and furnish all necessary reports to governmental
authorities: Forms 1099R, 1099DIV, 1099B, 1042 and 1042S.
o Enclose various marketing material as designated by the Fund in statement
mailings, i.e. monthly and quarterly statements (material must be
adaptable to mechanical equipment as reasonably specified by the Transfer
Agent).
|_| Prepare and mail confirmation statements to dealers daily.
|_| Prepare certified list of stockholders for proxy mailing.
SCHEDULE B
Compensation Schedule for Services Provided by Matrix Capital Group
Minimum annual fees
Term of Contract $264,0000 ($11,000 per month)
Thereafter open to negotiations
Plus out-of-pocket expenses to include, but not limited to: wire fees, check
processing charges, bank service charges, printing, copying, postage, courier,
account statement/ confirmation (including programming costs for specialized
statements/confirmations), portfolio price quotation service, website access for
shareholders, corporate action services, asset allocation charges, blue sky
processing fees, record storage, travel, telephone, registration fees, and other
standard miscellaneous items.
Additional classes of shares per portfolio
Open to negotiations
SCHEDULE C
AMIDEX Funds, Inc.
Portfolios covered by this Agreement:
AMIDEX Cancer Innovations & Healthcare Mutual Fund
The AMIDEX35 Israel Mutual Fund
