EXHIBIT 23(H)
INVESTMENT COMPANY SERVICES AGREEMENT
AMIDEX Funds, Inc
This AGREEMENT, dated as of the 1st day of October 2003, made 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 InCap Service Company ("InCap"), a corporation duly
organized under the laws of the State of Maryland (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 InCap; and
WHEREAS, the Parties desire to enter into an agreement whereby InCap 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 InCap as servicing agent and InCap hereby accepts such
appointment. In order that InCap 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 InCap and, upon request of InCap, to provide such
information, documents and advice relating to the Fund which InCap requires to
execute its responsibilities hereunder. In connection with its duties, InCap
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 InCap 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 InCap 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 InCap;
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(d) any policies and determinations of the Board of Directors of the Fund which
are communicated to InCap; 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 InCap 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, InCap will
provide the Fund equitable treatment in supplying services. The Fund recognizes
that it will not receive preferential treatment from InCap as compared with the
treatment provided to other InCap clients.
Section 2. Duties and Obligations of InCap.
Subject to the provisions of this Agreement, InCap 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 InCap.
"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 InCap in person or by
telephone, telegram, telecopy or other mechanical or documentary means lacking
original signature, by a person or persons reasonably identified to InCap to be
a person or persons so authorized by a resolution of the Board of Directors of
the Fund to give Oral Instructions to InCap 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 InCap 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.
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"Written Instruction" will mean an authorization, instruction, approval, item or
set of data or information of any kind transmitted to InCap 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
InCap 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 InCap on behalf of the Fund.
Concerning Oral and Written Instructions For all purposes under this Agreement,
InCap 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
InCap 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.
InCap 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 InCap 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 InCap is countermanded by a subsequent Written
or Oral Instruction received prior to acting upon such countermanded
Instruction, InCap shall act upon such subsequent Written or Oral Instruction.
The sole obligation of InCap 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 InCap to
act, the Fund shall give InCap specific Written Instruction as to the action
required.
The Fund will file with InCap 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) InCap, 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 InCap in the performance
of its obligations and duties under this Agreement.
(b) Any director, officer, employee, shareholder or agent of InCap, 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 InCap' 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 InCap even though such person may be receiving compensation from
InCap.
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(c) The Fund agrees to indemnify and hold InCap 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 InCap may sustain or incur or which may be
asserted against InCap by any person by reason of, or as a result of:
(i) any action taken or omitted to be taken by InCap except claims,
demands, expenses and liabilities arising from willful misfeasance, bad
faith, negligence or reckless disregard on the part of InCap in the
performance of its obligations and duties under this Agreement; or
(ii) any action taken or omitted to be taken by InCap in reliance upon any
Certificate, instrument, order or stock certificate or other document
reasonably believed by InCap 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 InCap; 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 InCap as to which InCap may seek indemnity under this
Section, InCap 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 InCap within ten (10) days after InCap 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 InCap will cooperate in the control of the defense of any action,
suit or proceeding in which InCap is involved and for which indemnity is being
provided by the Fund to InCap. The Fund may negotiate the settlement of any
action, suit or proceeding subject to InCap's approval, which will not be
unreasonably withheld. InCap 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 InCap in connection with, or as a
result of such participation, will be borne solely by the Fund if:
(i) InCap has received an opinion of counsel from counsel to the Fund stating
that the use of counsel to the Fund by InCap would present an impermissible
conflict of interest;
(ii) the defendants in, or targets of, any such action or proceeding include
both InCap and the Fund, and legal counsel to InCap 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 InCap); or
(iii)the Fund authorizes InCap to employ separate counsel at the expense of the
Fund.
(a) The terms of this Section will survive the termination of this
Agreement.
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Section 5. Representations and Warranties.
(a) InCap represents and warrants that:
(i) it is a corporation duly organized and existing and in good standing
under the laws of Maryland;
(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
InCap 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 InCap'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 InCap 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 InCap and, when executed
and delivered, will constitute a valid, legal and binding obligation of InCap,
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 InCap 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;
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(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
InCap 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 InCap for the periods and in the
places required by Rule 31a[]2 under the Act. Upon termination of this
Agreement, InCap 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, InCap shall notify the Fund and secure instructions as to permitting or
refusing such inspection. InCap 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 InCap 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, InCap is authorized
to collect such fees by debiting the Fund's custody account. The Fund will
approve or contest any invoice sent by InCap 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 InCap for any
reasonable and ordinary out-of-pocket expenses paid by InCap 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 InCap, 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 InCap. The Fund must notify InCap 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.
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Section 7. Days of Operation.
Nothing contained in this Agreement is intended to or will require InCap, 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, InCap 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.
InCap 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 InCap' control, InCap 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 InCap. InCap 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, InCap will use its best efforts to notify the Fund and to secure
instructions as to permitting or refusing such inspection. InCap 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.
InCap 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 InCap as
outlined under Section 10(c) below. The Fund is responsible for the payment in
advance of any fees owed to InCap. InCap 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 InCap' duties under
this Agreement.
Section 10. Duration and Termination.
(a) The initial term of this Agreement will be for the period of one (1) year,
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.
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(c) During 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"). If by InCap, the Termination Date
shall be set on a day not less than ninety (90) days after the Notice Date. If
by AMIDEX, Termination Date shall be set on a day not less than ten (10) 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 the
Termination Date, the Fund will pay to InCap such compensation as may be due as
of the Termination Date and will likewise reimburse InCap for any out-of-pocket
expenses and disbursements reasonably incurred or expected to by incurred by
InCap up to and including the Termination Date, if InCap continues to provide
full services under this Agreement through the Termination Date.
(d) In connection with the termination of this Agreement, if a successor to any
of InCap' duties or responsibilities under this Agreement is designated by the
Fund by written notice to InCap, InCap will promptly, on the Termination Date
and upon receipt by InCap 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. If transfer to
another provider is necessitated by InCap's inability to fulfill its obligations
under this contract, all expenses relating to the transfer will be borne
exclusively by InCap.
(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, InCap
shall make a good faith effort to facilitate the conversion on such prior date,
however, there can be no guarantee that InCap will be able to facilitate a
conversion of services prior to the end of the Notice Period.
(f) 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 InCap under this Agreement are the property of InCap. 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 InCap 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 InCap in providing the
services agreed to hereunder or which amendment might affect the duties of InCap
hereunder unless the Fund first obtains InCap' approval of such amendments or
changes.
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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. InCap 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. InCap Service Company.
0000 Xxx Xxxxx Xxxxxx 000 Xxxxxxxxxxxxx Xxxx "X"
Xxxxxxxxxx, XX 00000 Xxxxxx Xxxxx, XX 00000-0000
Attention: Xxxxxxxx X. Xxxxxxxxx Attention: F. Xxxxx Xxxxxxx
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.
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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 InCap or by InCap
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 Pennsylvania will govern this Agreement and the
exclusive venue of any action arising under this Agreement will be Xxxxxxxxxx
County, Commonwealth of Pennsylvania.
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.
Section 21. Additional Provisions
The parties agree to the following additional provisions, which shall supersede
any conflicting provisions elsewhere in this Agreement:
a. InCap represents and warrants that it has sufficient assets and
capital to fully perform the services outlined in this Agreement for the full
term of the Agreement. If InCap anticipates an inability to continue to provide
any or all of the services outlined in the Agreement, it shall immediately
notify the Funds, and shall, notwithstanding any other provisions of this
Agreement, give the Funds the right to discontinue this Agreement without any
penalty, accelerated payments, costs or fees.
b. Whether or not InCap gives the Funds notice of its anticipated
inability to provided any or all services under this Agreement, if InCap is
incapable of providing any or all services subject to this Agreement, for any
reason, including but not limited to lack of capital, cash-flow shortfall, other
financial hardship, loss of regulatory licenses, personnel, capital or other
powers necessary to provide services the Funds, the Funds shall have the right
to transfer any or all services subject to this Agreement to one or more
alternative providers. If such a transfer occurs, InCap will cooperate fully in
implementing the transfer to the new provider(s), and no fees, costs, expenses,
acceleration of payments, or any other expenses of any nature shall be imposed
on the Funds or the Adviser relating to the transfer to the new provider(s).
Moreover, if the new providers charge more than the fees outlined in this
Agreement for the same or similar services, InCap will pay any difference
between its charges and the higher charges imposed by the alternative
provider(s) until the expiration date of this Agreement. Additionally, InCap
will pay all cost, fees, legal expenses, costs of meetings and proxies (if
necessary) and all other direct or indirect costs incurred by the Funds or the
Adviser in any way relating to the transfer of services to alternative
provider(s).
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement consisting of
twenty-one (21) 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. InCap Service Company
By: Xxxxxxxx X. Xxxxxxxxx By: J. Fames Xxxxxxx
President President
SCHEDULE A
Accounting Services Provided by InCap Service Company
o Journalize each Portfolio's investment, capital share and income and
expense activities.
o Verify investment buy/sell trade tickets when received from the
advisor and transmit trades to the Fund's custodian for proper
settlement.
o Maintain individual ledgers for investment securities.
o Maintain historical tax lots for each security.
o Reconcile cash and investment balances of each Portfolio with the
custodian, and provide the advisor with the beginning cash balance
available for investment purposes.
o Update the cash availability throughout the day as required by the
advisor.
o Post to and prepare each Portfolio's Statement of Assets and
Liabilities and Statement of Operations.
o Calculate expenses payable pursuant to the Fund's various contractual
obligations.
o Control all disbursements from the Fund on behalf of each Portfolio
and authorize such disbursements upon instructions of the Fund.
o Calculate capital gains and losses.
o Determine each Portfolio's net income.
o 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 advisor, and in either case calculate the
market or fair value of each Portfolio's investments.
o Where applicable, calculate the amortized cost value of debt
instruments.
o Transmit or mail a copy of the portfolio valuations to the advisor.
o Compute the net asset value of each Portfolio.
o Report applicable net asset value and performance data to performance
tracking organizations.
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o Compute each Portfolio's yields, total returns, expense ratios and
portfolio turnover rate.
o Prepare and monitor the expense accruals and notify Fund management of
any proposed adjustments.
o 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.
o Prepare monthly security transactions listings.
o Prepare monthly broker security transactions summaries.
o Supply various Fund and Portfolio statistical data as requested on an
ongoing basis.
o Assist in the preparation of support schedules necessary for
completion of Federal and state tax returns.
o Assist in the preparation and filing of the Fund's annual and
semiannual reports with the SEC on Form N-SAR.
o Assist in the preparation and filing of the Fund's annual and
semiannual reports to shareholders and proxy statements.
o 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.
o 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").
o 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.
o Provide other accounting services as may be agreed upon from time to
time in writing by the Fund and InCap.
Administrative Services Provided by II. LLC to AMIDEX Funds, Inc.
o Preparation of filing of all Federal and State reports including:
- Fund's post-effective amendments under the Securities Act of 1933
and the Investment Company Act of 1940.
- Form N-SAR - Semi-Annual report for Registered Investment
Companies.
- Form N-CSR - The Fund's Annual and Semi-Annual Report.
- Rule 24f-2 Notice - filing regarding sale(s) of securities.
- Rule 17g-1 filing with the SEC regarding Fidelity Bond coverage.
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o 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.
o Prepare the layout and printing of shareholder communications,
including Prospectuses and reports to shareholders.
o Administer contracts on behalf of the Fund with, among others,
custodian, transfer agent/shareholder servicing agent, distributor,
and accounting services agent.
o Prepare and maintain materials for Directors meetings including,
agendas, minutes, attendance records, resolutions, compliance forms,
and minute books.
o Coordinate shareholder meetings, including assisting Fund counsel in
preparation of proxy materials, preparation of minutes and tabulation
of results.
o Assist the Transfer Agent in the monitoring of 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.
o 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 InCap Service Company
o Examine and process new accounts, subsequent payments, liquidations,
exchanges, transfers, telephone transactions, check redemptions
automatic withdrawals, and wire order trades.
o Reinvest or pay dividends and make other distributions.
o Answer investor and dealer telephone and/or written inquiries, except
as otherwise agreed by the Transfer Agent and the Fund.
o Process and confirm address changes.
o Process standard account record changes as required, i.e. Dividend
Codes, etc.
o Microfilm and/or store source documents for transactions, such as
account applications and correspondence.
o Perform backup withholding for those accounts in accordance with
Federal regulations.
o Solicit missing taxpayer identification numbers.
o Provide remote access inquiry to Fund records via Fund supplied
hardware (fund responsible for connection line and monthly fee).
o Maintain the following shareholder information in such a manner as the
Transfer Agent shall determine:
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- Name and address, including zip code.
- Balance of Shares.
- Number of Shares, issuance date of each share outstanding and
cancellation date of each share no longer outstanding, if issued.
- Balance of dollars available for redemption.
- Dividend code (daily accrual, monthly reinvest, monthly cash or
Quarterly cash).
- Type of account code.
- Establishment date indicating the date an account was opened,
carrying forward pre-conversion data as available.
- Original establishment date for accounts opened by exchange.
- W-9 withholding status and periodic reporting.
- State of residence code.
- Social security or taxpayer identification number, and indication
of certification.
- Historical transactions on the account for the most recent 18
months, or other period as mutually agreed to from time to time.
- Indication as to whether phone transaction can be accepted for
this account. Beneficial owner code, i.e. male, female, joint
tenant, etc.
o Provide the following reports and statements:
- Prepare daily journals for Fund reflecting all shares and dollar
activity for the previous day.
- Supply information monthly for Fund's preparation of Blue Sky
reporting.
- Supply monthly purchase, redemption and liquidation information
for use in Fund's N-SAR report.
- Provide monthly average daily balance reports for the Fund.
- Prepare and mail copies of summary statements to dealers and
investment advisors.
- Mail transaction confirmation statements daily to investors.
- Address and mail four periodic financial reports (material must
be adaptable to Transfer Agent's mechanical equipment as
reasonably specified by the Transfer Agent).
- Mail periodic statement to investors.
- Compute, prepare and furnish all necessary reports to
governmental authorities: Forms 1099R, 1099DIV, 1099B, 1042 and
1042S.
- 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).
o Prepare and mail confirmation statements to dealers daily.
o Prepare certified list of stockholders for proxy mailing.
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SCHEDULE B
Compensation Schedule for Services Provided by InCap Service Company
Minimum annual fees
Year One(1) $132,000
Thereafter open to negotiations
Plus actual 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,
corporate action services, asset allocation charges, travel, telephone,
registration fees, and other standard miscellaneous items, subject to a schedule
of such charges agreed to by the parties.
Additional classes of shares per portfolio
Open to negotiations
SCHEDULE C
AMIDEX Funds, Inc.
Portfolios covered by this Agreement:
AMIDEX Cancer Innovations & Healthcare Fund
The AMIDEX35 Fund
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