SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Registration No. 33-2659
Pre-Effective Amendment No.
Post-Effective Amendment No. 20
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
1940 Act File No. 811-4556
Amendment No. 22
(Check appropriate box or boxes.)
IDEX II SERIES FUND
(Exact Name of Registrant as Specified in Charter)
201 HIGHLAND AVENUE, LARGO, FLORIDA 34640
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (813) 585-6565
G. JOHN HURLEY, P.O. BOX 5068, CLEARWATER, FLORIDA 34618-5068
(Name and Address of Agent for Service)
Approximate date of proposed public offering: It is proposed that this filing
will become effective:
[_] 60 days after filing pursuant to paragraph (a) (1) of Rule 485.
[_] 75 days after filing pursuant to paragraph (a) (2) of Rule 485.
[_] On (date) pursuant to paragraph (a) (1) of Rule 485.
[X] On February 1, 1996 pursuant to paragraph (a) (2) of Rule 485.
[_] Immediately upon filing pursuant to paragraph (b) of Rule 485.
[_] On (date) pursuant to paragraph (b) of Rule 485.
If appropriate, check the following box:
[_] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Registrant has registered an indefinite number of shares under the
Securities Act of 1933 pursuant to Rule 24f-2(a) and filed a Rule 24f-2 Notice
on ________________ for the fiscal year ended September 30, 1995.
<PAGE>
<TABLE>
<CAPTION>
IDEX II SERIES FUND
Cross Reference Sheet
Between Prospectus and Statement of
Additional Information and Form N-1A Item
FORM N-1A ITEM CAPTION
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<S> <C>
PART A PROSPECTUS
1. Cover Page Cover Page
2. Synopsis The IDEX II Series Fund; Summary of Expenses
3. Condensed Financial Information Financial Highlights
4. General Description of Registrant The Portfolios: A Summary of Their Objectives,
Investment Practices and Risks; Securities in
Which the Portfolios Invest; How the Portfolios
Invest; Additional Risk Factors; Miscellaneous
Information
5. Management of Fund Investment Advisory and Other Services; Miscellaneous
Information
5A. Management's Discussion of Not Applicable
Fund Performance
6. Capital Stock and Other Securities Shareholder Information and Instructions - How
to Buy Shares; Distributions and Taxes;
Miscellaneous Information
7. Purchase of Securities Being Alternative Purchase Arrangements;
Offered Shareholder Information and Instructions -
Opening an Account;
Shareholder Information and
Instructions - How to Buy
Shares; Shareholder
Information and Instructions -
How to Exchange Shares;
Shareholder Information and
Instructions - Other
Information; Investment
Advisory and Other Services
8. Redemption or Repurchase Shareholder Information and Instructions -
How to Redeem (Sell) Shares
9. Pending Legal Proceedings Not Applicable
PART B STATEMENT OF ADDITIONAL INFORMATION
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History Miscellaneous Information
<PAGE>
13. Investment Objectives and Policies Investment Objectives; Policies and Practices
Investment Restrictions
14. Management of the Fund Trustees and Officers
15. Control Persons and Principal Principal Shareholders
Holders of Securities
16. Investment Advisory and Investment Advisory and Other Services;
Other Services Administrative Services; Custodian, Transfer Agent
and Other Affiliates
17. Brokerage Allocation and Portfolio Transactions and Brokerage
Other Practices
18. Capital Stock and Other Securities Miscellaneous Information
19. Purchase, Redemption and Purchase of Shares; Distribution Plans; Net
Pricing of Securities Being Offered Asset Value Determination; Dividends and Other
Distributions; Shareholder Accounts; Retirement
Plans; Redemption of Shares
20. Tax Status Taxes
21. Underwriter Distributor
22. Calculation of Performance Data Performance Information
23. Financial Statements Financial Statements
</TABLE>
<PAGE>
IDEX II Series Fund
201 Highland Avenue, Largo, FL 34640
Customer Service: (800) 851-9777
Prospectus dated February 1, 1996
This Prospectus is a legal document provided to you, the investor, and sets
forth concise information about the IDEX II Series Fund that should be
considered carefully before you invest in a Portfolio. Additional and more
detailed information about each Portfolio is contained in the Statement of
Additional Information (the "SAI"), which is incorporated by reference in this
Prospectus. You may obtain a copy of the current SAI, dated February 1, 1996, at
no charge by calling or writing IDEX. You should retain this Prospectus for
future reference.
The investment objective of each Portfolio is set forth on the following page.
There can be, of course, no assurance that a Portfolio will achieve its
investment objective. For further information about the Portfolios, please read
The Portfolios: A Summary of Their Objectives, Investment Practices, and Risks;
Securities in Which the Portfolios Invest; How the Portfolios Invest; and
Additional Risk Factors.
PORTFOLIO SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY
OTHER AGENCY.
THE FLEXIBLE INCOME PORTFOLIO MAY INVEST WITHOUT LIMIT, AND THE INCOME PLUS
PORTFOLIO MAY INVEST 50% OF ITS ASSETS, IN LOWER RATED BONDS, COMMONLY REFERRED
TO AS "JUNK BONDS." BONDS OF THIS TYPE ARE CONSIDERED TO BE SPECULATIVE WITH
REGARD TO THE PAYMENT OF INTEREST AND RETURN OF PRINCIPAL. INVESTMENTS IN THESE
TYPES OF SECURITIES HAVE GREATER RISKS, INCLUDING THE RISK OF DEFAULT, THAN
HIGHER RATED BONDS AND THEREFORE MAY NOT BE SUITABLE FOR ALL INVESTORS. THESE
RISKS ARE DESCRIBED IN ADDITIONAL RISK FACTORS -- HIGH YIELD/HIGH RISK BONDS .
INVESTORS SHOULD CAREFULLY ASSESS THE RISKS ASSOCIATED WITH INVESTMENTS IN THOSE
PORTFOLIOS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION ("SEC") OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
This Prospectus does not constitute an offer to sell securities in any state to
any person to whom it is unlawful to make an offer in such state.
TABLE OF CONTENTS
THE IDEX II SERIES FUND................. 1
SUMMARY OF EXPENSES..................... 2
FINANCIAL HIGHLIGHTS.................... 4
THE PORTFOLIOS: A
SUMMARY OF THEIR
OBJECTIVES, INVESTMENT
PRACTICES, AND RISKS.................... 9
INTRODUCTION TO
THE PORTFOLIOS.......................... 9
SECURITIES IN WHICH THE
PORTFOLIOS INVEST....................... 13
HOW THE PORTFOLIOS
INVEST.................................. 16
ADDITIONAL RISK
FACTORS................................. 18
INVESTMENT ADVISORY
AND OTHER SERVICES...................... 20
DISTRIBUTOR AND
DISTRIBUTION AND
SERVICE PLANS........................... 25
MISCELLANEOUS
INFORMATION............................. 26
DISTRIBUTIONS AND
TAXES................................... 27
SHAREHOLDER
INFORMATION AND
INSTRUCTIONS............................ 29
<PAGE>
THE IDEX II SERIES FUND
The IDEX II Series Fund consists of eleven Portfolios. Each Portfolio is a
separate series of IDEX II Series Fund (the "Fund"), an open-end management
investment company offering a selection of separate investment portfolios. All
Portfolios other than the Capital Appreciation Portfolio are diversified. The
Capital Appreciation Portfolio is non-diversified. Each Portfolio has a distinct
investment objective and policies, which are summarized below. Either Idex
Management, Inc. or InterSecurities, Inc. serves as investment adviser to each
of the Portfolios. All investments involve risks. For information on specific
Portfolio investment risks, see Additional Risk Factors. For detailed
information about how to purchase, redeem or exchange shares, see Shareholder
Information and Instructions.
IDEX II AGGRESSIVE GROWTH PORTFOLIO
OBJECTIVE: Long-term capital appreciation.
INVESTMENT POLICY: The Aggressive Growth Portfolio is a diversified, actively
managed portfolio primarily composed of equity securities.
SUB-ADVISER: Fred Alger Management, Inc.
IDEX II CAPITAL APPRECIATION PORTFOLIO
OBJECTIVE: Long-term growth of capital in a manner consistent with the
preservation of capital.
INVESTMENT POLICY: The Capital Appreciation Portfolio is a nondiversified
Portfolio that pursues its objective by normally investing at least 50% of its
equity assets in securities issued by medium-sized companies. Medium-sized
companies are those whose market capitalizations fall within the range of
companies in the S&P MidCap 400 Index (the "MidCap Index"). Companies whose
capitalization falls outside this range after the Fund's initial purchase
continue to be considered medium-sized companies for purposes of this policy. As
of September 29, 1995, the MidCap Index included companies with capitalizations
between approximately 120 million and 7.4 billion. The range of the MidCap Index
is expected to change on a regular basis. Subject to the above policy, the
Portfolio may also invest in smaller or larger issuers.
SUB-ADVISER: Janus Capital Corporation
IDEX II GLOBAL PORTFOLIO
OBJECTIVE: Long-term growth of capital in a manner consistent with preservation
of capital primarily through investments in common stocks of foreign and
domestic issuers.
INVESTMENT POLICY: The Global Portfolio invests primarily in common stocks of
foreign and domestic issuers. It also invests in securities issued by domestic
or foreign governments, government agencies, and other government entities. The
Portfolio is designed for long-term investors who can accept the special risks
involved in foreign investing.
SUB-ADVISER: Janus Capital Corporation
IDEX II GROWTH PORTFOLIO
OBJECTIVE: Growth of capital.
INVESTMENT POLICY: The Growth Portfolio invests primarily in common stocks
listed on a national securities exchange or on NASDAQ, which the Portfolio's
sub-adviser believes have a good potential for capital growth.
SUB-ADVISER: Janus Capital Corporation
IDEX II C.A.S.E. PORTFOLIO
OBJECTIVE: Annual growth of capital through investment in companies whose
management, financial resources and fundamentals appear attractive on a scale
measured against each company's present value.
INVESTMENT POLICY: The C.A.S.E. Portfolio seeks a diversified portfolio with
investments in companies that are perceived to have below market risk
characteristics, but which the sub-adviser believes exhibit superior products
and above average growth rates along with sound management and financial
stability. The Portfolio invests in common, preferred and convertible stocks
listed on national securities exchanges or on domestic over-the-counter markets.
SUB-ADVISER: C.A.S.E. Management, Inc.
IDEX II EQUITY-INCOME PORTFOLIO
OBJECTIVE: Current income, long-term growth of income, and capital
appreciation.
INVESTMENT POLICY: The Equity-Income Portfolio seeks to invest primarily in
common stocks offering above-average dividend yields, income producing
securities convertible into common stocks, and fixed-income securities.
SUB-ADVISER: Luther King Capital Management Corporation
IDEX II TACTICAL ASSET ALLOCATION PORTFOLIO
OBJECTIVE: Preservation of capital and competitive investment returns.
INVESTMENT POLICY: The Tactical Asset Allocation Portfolio invests primarily in
stocks, U.S. Treasury bonds, notes and bills, and money market funds. Models are
used in determining when the Portfolio's assets are "tactically" allocated among
these groups of investments.
SUB-ADVISER: Dean Investment Associates
IDEX II BALANCED PORTFOLIO
OBJECTIVE: Long-term capital growth, consistent with preservation of capital and
balanced by current income.
INVESTMENT POLICY: The Balanced Portfolio normally invests 40-60% of its assets
in equity securities selected primarily for growth potential and 40-60% of its
assets in fixed income securities.
SUB-ADVISER: Janus Capital Corporation
IDEX II FLEXIBLE INCOME PORTFOLIO
OBJECTIVE: Maximum total return for shareholders, consistent with preservation
of capital, by actively managing a portfolio of income-producing securities.
INVESTMENT POLICY: The Flexible Income Portfolio seeks to maximize total return
from a combination of current income and capital appreciation, with the emphasis
on income. The Portfolio may invest in all types of income-producing securities;
it may have substantial holdings of securities rated below investment grade. Its
overall level of risk may make it unsuitable for investors who do not have
alternate sources of income or other, diversified investments.
SUB-ADVISER: Janus Capital Corporation
IDEX II INCOME PLUS PORTFOLIO
OBJECTIVE: As high a level of current income as is consistent with the avoidance
of excessive risk.
INVESTMENT POLICY: The Income Plus Portfolio invests in a diversified portfolio
of fixed-income and convertible debt securities and dividend-paying common,
preferred and convertible preferred stocks. Because the Portfolio avoids
excessive risk, its income may not be as high as possible. Nonetheless, the
Portfolio may invest in lower-rated debt securities. Its overall level of risk
may make it unsuitable for investors who do not have alternate sources of income
or other, diversified investments.
SUB-ADVISER: AEGON USA Investment Management, Inc.
IDEX II TAX-EXEMPT PORTFOLIO
OBJECTIVE: Maximum current interest income exempt from federal income tax,
consistent with preservation of capital.
INVESTMENT POLICY: At least 80% of the Tax-Exempt Portfolio's total net assets
will ordinarily be invested in a diversified portfolio of municipal bonds and
notes, including industrial development bonds.
SUB-ADVISER: AEGON USA Investment Management, Inc.
1
<PAGE>
SUMMARY OF EXPENSES
Before investing in IDEX II Series Fund, please read this section carefully to
understand the cost of investing in the Portfolios. When you buy Class A, Class
B or Class C shares of any of the Portfolios, you will incur certain expenses.
The section titled Shareholder Transaction Expenses shows the actual expenses
involved in owning shares of the Portfolios, based on historical performance.
The section titled Examples of Expenses shows the expenses you might pay when
making a hypothetical $1,000 investment.
<TABLE>
<CAPTION>
IDEX II IDEX II IDEX II IDEX II IDEX II
Aggressive Growth Capital Appreciation Global Growth C.A.S.E.
Portfolio Portfolio Portfolio Portfolio Portfolio
Class Class Class Class Class
A B C A B C A B C A B C A B C
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION
EXPENSES
Maximum Sales Load Imposed
on Purchases (as
percentage of offering
price) (1) .............. 5.50% None None 5.50% None None 5.50% None None 5.50% None None 5.50% None None
Exchange Fees (2) ........ None None None None None None None None None None None None None None None
Redemption Fees (3) ...... None None None None None None None None None None None None None None None
Deferred Sales Charge (as
a percentage of original
purchase price or
redemption proceeds,
whichever is lower) (4) . None 5% None None 5% None None 5% None None 5% None None 5% None
ANNUAL OPERATING EXPENSES
(as a percentage of
average net assets)
Management Fees .......... 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00%
12b-1 Service and
Distribution Fees (5) ... .35% 1.00% .90% .35% 1.00% .90% .35% 1.00% .90% .35% 1.00% .90% .35% 1.00% .90%
Other Expenses (net of
expense reimbursements
and/or fee waivers, if
any) (6) ................
Total Operating Expenses
(net of expense
reimbursements and/or fee
waivers, if any) (6) ....
</TABLE>
EXAMPLES OF EXPENSES: (7)
You would pay the following expenses on a $1,000 investment, assuming (1) a 5%
annual return, and (2) redemption at the end of each period:
1 year .................
3 years ................
5 years ................
10 years ...............
You would pay the following expenses on the same investment, assuming no
redemption and therefore no deferred sales charge:
1 year .................
3 years ................
5 years ................
10 years ...............
The purpose of the preceding table is to help you understand the various costs
and expenses you might bear, directly or indirectly, if you invest in the
Portfolios. For more information about these expenses, please read Investment
Advisory and Other Services and Shareholder Information and Instructions.
Long-term shareholders may pay more in 12b-1 service and distribution fees than
the economic equivalent of the maximum front-end sales charge permitted under
the Rules of Fair Practice adopted by the National Association of Securities
Dealers, Inc. ("NASD").
THE EXPENSES SHOWN IN EXAMPLES OF EXPENSES ARE HYPOTHETICAL. THEY DO NOT
REPRESENT ACTUAL PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS
THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL RETURN IS ALSO HYPOTHETICAL. IT SHOULD
NOT BE CONSIDERED A REPRESENTATION OR PREDICTION OF PAST OR FUTURE ANNUAL
RETURNS, WHICH MAY BE GREATER OR LESS THAN 5%.
2
<PAGE>
<TABLE>
<CAPTION>
IDEX II
IDEX II Tactical IDEX II IDEX II IDEX II IDEX II
Equity-Income Asset Allocation Balanced Flexible Income Income Plus Tax Exempt
Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio
Class Class Class Class Class Class
A B C A B C A B C A B C A B C A B C
- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5.50% None None 5.50% None None 5.50% None None 4.75% None None 4.75% None None 4.75% None None
None None None None None None None None None None None None None None None None None None
None None None None None None None None None None None None None None None None None None
None 5% None None 5% None None 5% None None 5% None None 5% None None 5% None
1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% .90% .90% .90% .60% .60% .60% .60% .60% .60%
.35% 1.00% .90% .35% 1.00% .90% .35% 1.00% .90% .35% 1.00% .90% .35% 1.00% .90% .35% 1.00% .60%
<FN>
(1) On certain purchases of Class A shares, the sales load may be reduced or
waived. Certain Class A Shares may be subject to a 1% deferred sales charge
(See Note 4). (See also Shareholder Information and Instructions - Class A
Shares: Sales Charges, Available Discounts and Dealer Reallowances.)
(2) Exchanges must be made in amounts of $500 or more. No service fees are
currently charged for exchanges.
(3) A $20 service fee is charged for each redemption transaction paid by Federal
funds bank wire or for overnight mail delivery of check redemptions. (See
Shareholder Information and Instructions - How to Redeem (Sell) Shares.)
(4) The deferred sales charge for Class B shares is 5% during the first year, 4%
during the second year, 3% during the third year, 2% during the fourth year,
1% during the fifth and sixth years and 0% during the seventh year and
later. No deferred sales charge is assessed on Class B shares acquired
through the reinvestment of dividends or capital gain distributions. On
sales over $1,000,000 of Class A shares, a contingent deferred sales charge
of 1% applies for twelve months.
(5) After eight years, Class B shares will automatically convert to Class A
shares. For the current fiscal year, 12b-1 service and distribution fees for
the Tax-Exempt Portfolio's Class C shares will not exceed 0.60%, rather than
the maximum 0.90% authorized pursuant to its 12b-1 plan.
(6) Other Expenses and Total Operating Expenses for the Class A and Class C
shares of the Growth, Global, Flexible Income, Tax-Exempt, Income Plus,
Balanced, Capital Appreciation, Aggressive Growth and Equity-Income
Portfolios are based on actual expenses for the fiscal year ended September
30, 1995, while Other Expenses and Total Operating Expenses for the Class B
shares of those Portfolios and the Class A, B and C shares of the Tactical
Asset Allocation and C.A.S.E. Portfolios are based on annualized estimates
of expenses for the fiscal year ending September 30, 1996. For the Flexible
Income and Tax-Exempt Portfolios only, Other Expenses and Total Operating
Expenses are stated net of expense reimbursements and/or fee waivers. For
the period ended September 30, 1995, the annualized expense ratios for
Aggressive Growth Class A and Class C, Capital Appreciation Class A and
Class C, Equity-Income Class A and Class C, Balanced Class A and Class C,
Flexible Income Class A and Class C and Tax-Exempt Class A and Class C would
have been ____% and ____%, ____% and ____%, ____% and ____%, ____% and ____%
____% and ____%, and ____% and ____%, respectively, without expense
reimbursements by investment advisors. Expense reimbursements and/or fee
waivers are not anticipated for the Tactical Asset Allocation and C.A.S.E.
Portfolios for the fiscal year ended September 30, 1996. For the period
ended September 30, 1995, the annualized expense ratios for Aggressive
Growth Class A and Class C, Capital Appreciation Class A and Class C, Growth
Class A and Class C, Global Class A and Class C, Equity-Income Class A and
Class C, Balanced Class A and Class C, Flexible Income Class A and Class C,
Income Plus Class A and Class C and Tax-Exempt Class A and Class C would be
____% and ____%, ____% and ____%, ____% and ____%, ____% and ____%, ____%
and ____%, ____% and ____%, ____% and ____%, ____% and ____% and ____% and
____%, respectively, after reduction in expenses by affiliated brokerage and
custody earnings credits.
(7) The Examples assume all dividends and distributions are paid in additional
shares and no payment of exchange or redemption fees. With respect to Class
B shares, the examples reflect conversion to Class A shares eight years
after purchase and are calculated based upon the assumption that the
shareholder was an owner of the shares on the first day of the first year.
The contingent deferred sales charge was applied as follows: 1 year (5%), 3
years (3%), 5 years (1%) and 10 years (0%). (See Shareholder Information and
Instructions - Class B Shares: Sales Charges, Dealer Reallowances and
Possible Waivers.)
</FN>
</TABLE>
3
<PAGE>
FINANCIAL HIGHLIGHTS
The table below shows the actual earnings, capital gains or losses, and expenses
of a share of each class of shares in each of the Portfolios.
The information contained in the table for each fiscal year and for other
periods shown through September 30, 1995 has been audited by ________________
___, independent accountants, whose report is incorporated by reference into the
SAI. Previous periods ended on or before November 30, 1991 for the Tax-Exempt
and Income Plus Portfolios were audited by other independent accountants.
No financial information is shown for Class B shares of the Portfolios for the
fiscal year ended September 30, 1995, as Class B shares were not offered by any
Portfolio until October 1, 1995. No financial information is shown for Class A,
Class B or Class C shares of the Tactical Asset Allocation and C.A.S.E.
Portfolios for the fiscal year ended September 30, 1995, as those Portfolios had
not commenced operations at that time.
The SAI is incorporated by reference in this Prospectus. You may obtain it
without charge by calling or writing to the Fund. Further information about
performance of the Fund's Portfolios is contained in the Fund's Annual Report to
shareholders, which you may also obtain without charge by calling or writing to
the Fund.
<TABLE>
<CAPTION>
IDEX II IDEX II IDEX II
AGGRESSIVE GROWTH CAPITAL APPRECIATION GLOBAL
CLASS A CLASS C CLASS A CLASS C CLASS A CLASS C
9/30/95(1) 9/30/95(1) 9/30/95(1) 9/30/95(1) 9/30/95 1994 1993(1) 9/30/95 1994(1)
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<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning
of period $ 10.00 $ 10.00 $ 10.00 $ 10.00 $ 15.93 $ 13.35 $ 10.00 $ 15.74 $ 13.35
INCOME FROM INVESTMENT
OPERATIONS:
Net investment income (loss) (0.04) (0.04) (0.23)
Net realized and unrealized
gain (loss) on investments 2.62 3.39 2.62
Total income (loss) from
investments income 2.58 3.35 2.39
LESS DISTRIBUTIONS:
Dividends (from net investment
income) - - -
Distributions (from realized
net capital gains). - - -
Distributions in excess of net
realized capital gains - - -
Total distributions - - -
NET ASSET VALUE, END OF PERIOD 15.93 13.35 15.74
Total return (7) 19.33% 33.52% 17.90%
Net assets, end of period
(000's) $81,241 $17,430 $3,571
Shares outstanding at end of
period (000's) 5,102 1,306 227
Ratio of expenses to average
net assets (8) 2.14% 2.84% 4.04%
Ratio of net investment income
(loss) to average net assets (0.55%) (0.87%) (2.46%)
Portfolio turnover rate (9) 148.01% 116.98% 148.01%
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</TABLE>
<TABLE>
<CAPTION>
IDEX II GROWTH(2)
CLASS A CLASS C
9/30/95 1994(3) 1993 1992 1991(3) 1990 1989 1988 1987 1986(1) 9/30/95 1994(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $16.78 $18.46 $16.46 $16.22 $13.77 $17.52 $11.48 $14.08 $ 9.90 $10.00 $16.68 $18.46
INCOME FROM INVESTMENT
OPERATIONS:
Net investment income
(loss) 0.01 0.04 0.08 0.14 0.12 0.09 0.25 0.14 0.07 (0.09)
Net realized and
unrealized gain (loss)
on investments (1.22) 2.42 0.88 5.32 (2.21) 6.18 (1.59) 4.11 (0.17) (1.22)
Total income (loss) from
investments income (1.21) 2.46 0.96 5.46 (2.09 6.27 (1.34) 4.25 (0.10) (1.31)
LESS DISTRIBUTIONS:
Dividends (from net
investment income) - (0.07) (0.07) (0.17) (0.09) (0.23) (0.16) (0.07) - -
Distributions (from
realized net capital
gains). (0.33) (0.39) (0.65) (2.84) (1.57) - (1.10) - - (0.33)
Distributions in excess
of net realized
capital gains (0.14) - - - - - - - - (0.14)
Total distributions (0.47) (0.46) (0.72) (3.01) (1.66) (0.23) (1.26) (0.07) - (0.47)
NET ASSET VALUE, END
OF PERIOD 16.78 18.46 16.46 16.22 13.77 17.52 11.48 14.08 9.90 16.68
Total return(7) (6.72%) 15.13% 6.10% 48.00% (12.50%) 55.70% (8.00%) 44.10% (1.70%) (7.72%)
Net assets, end of
period (000's) $431,207 $548,564 $403,361 $126,436 $74,594 $89,494 $65,463 $78,979 $19,745 $3,423
Shares outstanding at
end of period (000's) 25,691 29,710 24,507 7,796 5,415 5,107 5,704 5,610 1,995 205
Ratio of expenses to
average net assets(8) 1.76% 1.61% 1.61% 1.48% 1.35% 1.41% 1.47% 1.32% 2.02% 3.48%
Ratio of net investment
income (loss) to
average net assets 0.04% 0.29% 0.69% 0.88% 0.75% 0.67% 2.45% 0.94% 2.35% (1.68%)
Portfolio turnover
rate(9) 63.73% 97.40% 56.21% 102.16% 127.79% 98.88% 133.28% 167.58% 19.57% 63.73%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See Notes to Financial Highlights on Page 7.
4
<PAGE>
<TABLE>
<CAPTION>
IDEX II EQUITY-INCOME IDEX II BALANCED
CLASS A CLASS C CLASS A CLASS C
9/30/95(1) 9/30/95(1) 9/30/95(1) 9/30/95(1)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 10.00 $ 10.00 $ 10.00 $ 10.00
INCOME FROM INVESTMENT OPERATIONS:
Net investment income (loss)
Net realized and unrealized gain (loss)
on investments
Total income (loss) from investments
income
LESS DISTRIBUTIONS:
Dividends (from net investment income)
Distributions (from realized net capital
gains).
Distributions in excess of net realized
capital gains
Total distributions
NET ASSET VALUE, END OF PERIOD
Total return(7)
Net assets, end of period (000's)
Shares outstanding at end of period (000's)
Ratio of expenses to average net assets(8)
Ratio of net investment income (loss)
to average net assets
Portfolio turnover rate(9)
- ------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
IDEX II FLEXIBLE INCOME(2)(4)
CLASS A CLASS C
9/30/95 1994(3) 1993 1992 1991 1990 1989 1988 1987(1) 9/30/95 1994(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $ 8.83 $ 9.59 $ 8.95 $ 8.73 $ 7.74 $ 9.55 $10.15 $ 9.60 $10.00 $ 8.83 $ 9.59
INCOME FROM INVESTMENT
OPERATIONS:
Net investment income
(loss) 0.65 0.70 0.80 0.82 0.90 0.95 0.91 0.25 0.60
Net realized and
unrealized gain (loss)
on investments (0.81) 0.60 0.22 1.10 (1.80) (0.46) 0.55 (0.40) (0.81)
Total income (loss)
from investments income (0.16) 1.30 1.02 1.92 (0.90) 0.49 1.46 (0.15) (0.21)
LESS DISTRIBUTIONS:
Dividends (from net
investment income) (0.60) (0.66) (0.80) (0.80) (0.91) (0.93) (0.91) (0.25) (0.55)
Distributions (from
realized net capital
gains). - - - (0.13) - (0.16) - - -
Distributions in excess
of net realized
capital gains - - - - - - - - -
Total distributions (0.60) (0.66) (0.80) (0.93) (0.91) (1.09) (0.91) (0.25) (0.55)
NET ASSET VALUE, END
OF PERIOD 8.83 9.59 8.95 8.73 7.74 9.55 10.15 9.60 8.83
Total return(7) (1.54%) 13.66% 12.17% 26.38% (10.22%) 5.20% 15.60% (1.90%) (2.15%)
Net assets, end of
period (000's) $21,527 $29,232 $26,676 $18,696 $18,760 $27,645 $20,469 $4,676 $691
Shares outstanding at
end of period (000's) 2,438 3,048 2,982 2,142 2,424 2,895 2,018 487 78
Ratio of expenses to
average net assets(8) 1.85% 1.50% 1.50% 1.50% 1.50% 1.29% 1.00% 1.14% 2.40%
Ratio of net investment
income (loss) to
average net assets 6.57% 7.76% 8.55% 9.84% 10.51% 9.63% 9.22% 7.88% 6.03%
Portfolio turnover rate(9) 105.40% 138.86% 140.23% 130.73% 72.40% 71.44% 54.42% 68.21% 105.40%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See Notes to Financial Highlights on Page 7.
5
<PAGE>
<TABLE>
<CAPTION>
IDEX II INCOME PLUS(5)
CLASS A CLASS C
9/30/95 1994 1993 1992 1991 1990 1989 1988 1987 1986 1985(1) 9/30/95 1994(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of
period $ 9.75 $10.98 $10.55 $10.04 $ 9.20 $ 9.99 $ 9.89 $ 9.85 $10.94 $10.28 $10.00 $ 9.74 $10.98
INCOME FROM
INVESTMENT
OPERATIONS:
Net investment
income (loss) 0.76 0.83 0.76 0.98 1.04 1.04 1.04 1.08 1.06 0.44 0.66
Net realized and
unrealized gain
(loss) on
investments (1.10) 0.46 0.64 0.87 (0.79) 0.10 0.06 (1.03) 0.73 0.29 (1.10)
Total income
(loss) from
investments
income (0.34) 1.29 1.40 1.85 0.25 1.14 1.10 0.05 1.79 0.73 (0.44)
LESS
DISTRIBUTIONS:
Dividends (from
net investment
income) (0.75) (0.81) (0.76) (0.98) (1.04) (1.04) (1.04) (1.08) (1.06) (0.44) (0.66)
Distributions
(from realized
net capital
gains). (0.14) (0.05) (0.13) (0.03) - - (0.02) (0.06) (0.07) (0.01) (0.14)
Distributions in
excess of net
realized
capital gains - - - - - - - - - - -
Total
distributions (0.89) (0.86) (0.89) (1.01) (1.04) (1.04) (1.06) (1.14) (1.13) (0.45) (0.80)
NET ASSET VALUE,
END OF PERIOD 9.75 10.98 10.55 10.04 9.20 9.99 9.89 9.85 10.94 10.28 9.74
Total return(7) (3.28%) 12.80% 14.40% 21.00% 2.50% 12.10% 11.50% 0.30% 17.90% 8.80% (4.55%)
Net assets, end
of period
(000's) $63,995 $72,401 $54,647 $47,334 $33,182 $23,416 $17,078 $11,349 $ 4,221 $ 2,282 $ 2,112
Shares
outstanding at
end of period
(000's) 6,560 6,596 5,181 4,716 3,607 2,343 1,726 1,152 386 222 217
Ratio of expenses
to average net
assets(8) 1.33% 1.33% 1.17% 1.15% 0.69% 0.70% 0.68% 0.64% 1.29% 0.60% 3.52%
Ratio of net
investment
income (loss) to
average net
assets 7.35% 7.73% 8.79% 10.20% 11.12% 10.59% 10.55% 10.82% 9.93% 10.80% 5.16%
Portfolio turnover
rate(9) 48.12% 54.51% 91.01% 52.79% 18.54% 57.50% 34.29% 34.13% 29.80% 25.08% 48.12%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
[CAPTION]
<TABLE>
IDEX II TAX-EXEMPT(6)
CLASS A CLASS C
9/30/95 1994 1993 1992 1991 1990 1989 1988 1987 1986 1985(1) 9/30/95 1994(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of
period $11.10 $12.07 $11.62 $11.46 $11.27 $11.39 $10.97 $10.44 $11.81 $10.56 $10.00 $11.10 $12.07
INCOME FROM
INVESTMENT
OPERATIONS:
Net investment
income (loss) 0.56 0.56 0.54 0.75 0.78 0.78 0.79 0.77 0.79 0.60 0.53
Net realized and
unrealized gain
(loss) on
investments (0.60) 0.45 0.28 0.26 (0.12) 0.42 0.53 (1.37) 1.42 0.56 (0.60)
Total income
(loss) from
investments
income (0.04) 1.01 0.82 1.01 0.66 1.20 1.32 (0.60) 2.21 1.16 (0.07)
LESS
DISTRIBUTIONS:
Dividends (from
net investment
income) (0.54) (0.54) (0.54) (0.75) (0.78) (0.78) (0.79) (0.77) (0.79) (0.60) (0.51)
Distributions
(from realized
net capital
gains). (0.39) (0.02) (0.12) (0.07) - - - - (0.17) - (0.39)
Distributions
in excess of
net realized
capital gains - - - - - - - - - - -
Total
distributions (0.93) (0.56) (0.66) (0.82) (0.78) (0.78) (0.79) (0.77) (0.96) (0.60) (0.90)
NET ASSET VALUE,
END OF PERIOD 11.10 12.07 11.62 11.46 11.27 11.39 10.97 10.44 11.81 10.56 11.10
Total return(7) (0.41%) 8.97% 7.20% 9.20% 6.00% 11.20% 12.90% (5.20%) 21.40% 7.80% (0.73%)
Net assets,
end of
period (000's) $29,096 $30,717 $28,363 $28,242 $22,708 $15,916 $11,805 $ 8,833 $ 3,112 $ 1,294 $ 277
Shares
outstanding at
end of period
(000's) 2,621 2,545 2,442 2,464 2,016 1,398 1,076 846 264 123 25
Ratio of expenses
to average net
assets(8) 1.00% 1.00% 1.00% 0.95% 0.68% 0.70% 0.70% 0.64% 1.21% 0.93% 1.25%
Ratio of net
investment
income (loss) to
average net
assets 4.83% 4.83% 5.49% 6.67% 6.92% 6.98% 7.28% 7.16% 6.89% 8.18% 4.58%
Portfolio turnover
rate(9) 59.84% 91.03% 106.89% 117.92% 81.17% 67.45% 35.44% 87.03% 38.00% 20.15% 59.84%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See Notes to Financial Highlights on Page 7.
6
<PAGE>
NOTES TO FINANCIAL HIGHLIGHTS
(1) Commencement of operations for Growth Class A, Global Class A, IDEX Total
Income Trust (predecessor to Flexible Income Class A), AEGON USA
Tax-Exempt Portfolio (predecessor to Tax-Exempt Class A) and AEGON USA
High Yield Portfolio (predecessor to Income Plus Class A) was May 8,
1986, October 1, 1992, June 29, 1987, April 1, 1985 and June 14, 1985,
respectively. Commencement of operations for the Class C shares of
Growth, Global, Flexible Income, Tax-Exempt and Income Plus was October
1, 1993. Commencement of operations for Class A and Class C shares of
Balanced, Capital Appreciation, Aggressive Growth and Equity-Income was
December 2, 1994. Commencement of operations for Class B shares of each
of the Portfolios was October 1, 1995. Commencement of operations for
Class A, Class B and Class C shares of the Tactical Asset Allocation
Portfolio was October 1, 1995. Commencement of operations for Class A,
Class B and Class C shares of the C.A.S.E. Portfolio is February 1, 1996.
(See Notes (4), (5) and (6) to Financial Highlights.)
(2) As of October 1, 1992, Growth Class A and Flexible Income Class A
discontinued the practice of equalization accounting.
(3) Prior to May 1, 1991, no 12b-1 fees were incurred by Growth Class A
shares. Effective May 1, 1991, Growth Portfolio Class A shares incurred
12b-1 fees at the rate of 0.25% in accordance with the Plan of
Distribution under Rule 12b-1 of the Investment Company Act of 1940
applicable to those shares. Effective October 1, 1993 Growth Class A
shares' 12b-1 fee rate changed from 0.25% to 0.35%. Prior to October 1,
1993, no 12b-1 fees were incurred by Flexible Income Class A shares.
Effective October 1, 1993, Flexible Income Portfolio Class A shares
incurred 12b-1 fees at the rate of 0.35% in accordance with the Plan of
Distribution under Rule 12b-1 of the Investment Company Act of 1940
applicable to those shares.
(4) On October 1, 1993, IDEX Total Income Trust ("IDEX Total") was
reorganized into IDEX II Flexible Income Portfolio, which had no prior
operating history as of that date. Pursuant to the Agreement and Plan of
Reorganization and Liquidation, Flexible Income acquired all of the
assets and assumed all of the liabilities of IDEX Total in exchange for
Class A shares of Flexible Income. All historical financial information
relates to IDEX Total prior to the date it was reorganized into Flexible
Income.
(5) On August 5, 1992, shareholders of AEGON USA High Yield Portfolio ("AEGON
High Yield") approved an Agreement and Plan of Reorganization and
Liquidation ("Reorganization Agreement") whereby, on August 7, 1992,
AEGON High Yield was reorganized into IDEX II Income Plus (formerly known
as IDEX II High Yield Portfolio), which had no prior operating history as
of that date. Pursuant to the Reorganization Agreement, Income Plus
acquired all of the assets and assumed all the liabilities of AEGON High
Yield in exchange for shares of Income Plus. All historical financial
information prior to August 7, 1992 relates to AEGON High Yield.
(6) On August 5, 1992, shareholders of AEGON USA Tax-Exempt Portfolio ("AEGON
Tax-Exempt") approved an Agreement and Plan of Reorganization and
Liquidation ("Reorganization Agreement") whereby, on August 7, 1992,
AEGON Tax-Exempt was reorganized into IDEX II Tax-Exempt Portfolio, which
had no prior operating history as of that date. Pursuant to the
Reorganization Agreement, Tax-Exempt acquired all of the assets and
assumed all of the liabilities of AEGON Tax-Exempt in exchange for shares
of Tax-Exempt. All historical financial information prior to August 7,
1992 relates to AEGON Tax-Exempt.
(7) Total return has been calculated without deduction of a sales load, if
any, on an initial purchase and assumes all dividends and distributions
are paid in additional shares. Short periods (where applicable) are not
annualized.
(8) For the period ended September 30, 1995, the annualized expense ratios
for Tax-Exempt Class A and Class C, Flexible Income Class A and Class C,
Balanced Class A and Class C, Equity-Income Class A and Class C, Capital
Appreciation Class A and Class C and Aggressive Growth Class A and Class
C would have been ____% and ____%, ____% and ____%, ____% and ____%,
____% and ____%, ____% and ____%, ____% and ____%, respectively, without
expense reimbursement by the investment adviser. The following summarizes
the expense ratios without expense reimbursement by the investment
adviser for those Portfolios whose ratios are net of expense
reimbursement for prior periods. Short periods (where applicable) are
annualized.
<TABLE>
<CAPTION>
GROWTH GLOBAL FLEXIBLE INCOME TAX-EXEMPT INCOME PLUS
----------------- ----------------- ----------------- ----------------- -----------------
CLASS A CLASS C CLASS A CLASS C CLASS A CLASS C CLASS A CLASS C CLASS A CLASS C
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1994 - - - - 2.13% 8.59% 1.30% 20.88% - -
1993 - - 3.65% - 1.56% - 1.43% - - -
1992 - - - - 1.66% - 1.20% - - -
1991 - - - - 1.75% - 1.24% - 1.21% -
1990 - - - - 1.60% - 0.92% - 1.44% -
1989 - - - - 1.56% - 1.11% - 1.09% -
1988 - - - - 1.96% - 1.13% - 1.11% -
1987 1.39% - - - - - 1.37% - 1.20% -
1986 2.21% - - - - - 2.92% - 2.25% -
1985 - - - - - - 5.62% - 3.96% -
</TABLE>
Transfer agent fees and expenses of Global and Capital Appreciation
Portfolios had reductions of $_______ and $_______, respectively, for
commission credits received through affiliated brokers during the period
ended September 30, 1995. Custody fees of Aggressive Growth, Capital
Appreciation, Global, Growth, Equity-Income, Balanced, Flexible Income,
Income Plus and Tax-Exempt Portfolios had custody earnings credit
reductions of $_____, $_____, $_____, $_____, $_____, $_____, $_____,
$_____ and $_____, respectively. The following summarizes the annualized
expense ratios reduced by both affiliated brokerage and custody earnings
credits for the period ended September 30, 1995.
<TABLE>
<CAPTION>
AGGRESSIVE GROWTH CAPITAL APPRECIATION GLOBAL GROWTH EQUITY-INCOME BALANCED FLEXIBLE INCOME
- ----------------- -------------------- ------ ------ ------------- -------- ---------------
CLASS A CLASS C CLASS A CLASS C CLASS A CLASS C CLASS A CLASS C CLASS A CLASS C CLASS A CLASS C CLASS A CLASS C
- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
-----% -----% -----% -----% -----% -----% -----% -----% -----% -----% -----% -----% -----% -----%
<CAPTION>
INCOME PLUS TAX-EXEMPT
----------- ----------
CLASS A CLASS C CLASS A CLASS C
- ------- ------- ------- -------
<S> <C> <C> <C>
-----% -----% -----% -----%
</TABLE>
(9) This rate is calculated by dividing the average value of the Portfolio's
long-term investments during the period into the lesser of its respective
long-term purchases or sales during the period. Short periods (where
applicable) are annualized.
7
<PAGE>
PERFORMANCE/TOTAL RETURN
Mutual fund performance is most often stated as "total return." Total return,
expressed as a percentage, shows the change in value of fund shares, plus its
income and capital gain distributions, net of expenses or sales charges, from
the beginning of a period to the end of a period. Total return may be annual
- --the return achieved in a year -- or cumulative, over a period of several
years.
Each IDEX II Portfolio's performance is calculated separately for Class A, Class
B and Class C shares.
You may also see a Portfolio's performance described in terms of "average annual
total return." This rate shows the hypothetical annual compounded return that
would have produced the same cumulative return if performance had been constant
over the entire period. Because average annual returns for more than one year
tend to smooth out variations in performance, such figures are not the same as
actual year-by-year results.
The SAI contains a more detailed description of the method used to calculate
average annual total return for each Portfolio.
YIELD
The current 30-day yield for a class of shares of the Flexible Income Portfolio,
the Tax-Exempt Portfolio or the Income Plus Portfolio is based on the investment
income earned during a particular 30-day period (including dividends, if any,
and interest), less expenses (excluding reductions for affiliated brokerage and
custody earnings credits) accrued during that period, divided by average shares
outstanding during the period, and divided by the maximum offering price per
share on the last day of the period. The resulting figure is multiplied by 12
for an annual yield.
PERFORMANCE SHOWN IN ADVERTISING
The Portfolios may advertise their returns in non-standard ways, or for periods
in addition to those the NASD and SEC require to be shown. The Portfolios may
also advertise returns without deducting sales charges; such returns would
appear higher than actual returns which reflect sales charges.
Each class of shares of the Tax-Exempt Portfolio may advertise its "taxable
equivalent yield." This figure shows the percentage yield an investor in a given
tax bracket -- typically the highest -- would have to earn on a taxable
investment in order to equal the tax-exempt income of the Portfolio.
COMMERCIAL PERFORMANCE RANKINGS AND COMPARISONS TO STANDARD INVESTING INDEXES
The Portfolios may sometimes advertise their "Lipper Rankings" or "Morningstar
Ratings," or other ratings or rankings published by business magazines or
newspapers such as Forbes, Money, The Wall Street Journal, Business Week,
Barron's, Changing Times, Fortune or Institutional Investor. These rankings or
ratings may include criteria relating to Portfolio characteristics, as well as
to performance.
When the Portfolios advertise such rankings or ratings relating to the Portfolio
performance, information will be included about the ranking category, the number
of funds in the category, the period and criteria on which the ranking is based
and the effect of sales charges, fee waivers and/or expense reimbursements.
A Portfolio may also compare its performance to other selected funds or to
recognized market indexes, such as the Standard & Poor's 500 Stock Index (the
"S&P 500"), the Dow Jones Industrial Average, the Standard & Poor's Midcap
Index, the Russell 2000, the NASDAQ Composite, the Lehman Brothers Intermediate
Government Corporate Bond Index, the Lehman Brothers Long Government Corporate
Bond Index, the Merrill Lynch High Yield Master Index, the Lehman Brothers Long
Municipal Bond Index or the Morgan Stanley Capital International World Index.
The Global Portfolio's performance may be compared to the record of global
market indicators such as the Morgan Stanley Capital International Europe,
Australia, Far East Index ("EAFE Index"). The EAFE Index is an unmanaged index
of foreign common stock prices translated into U.S. dollars.
In addition, a Portfolio may make appropriate comparisons of its performance to
the performance of other types of investments, including certificates of
deposit, savings accounts and U.S. Treasury securities, or of certain interest
rate and inflation indexes, such as the Consumer Price Index.
All performance figures are based on historical results and are not intended to
predict future performance. The investment return and principal value of an
investment will fluctuate so that an investor's shares, when sold, may be worth
more or less than their original cost.
8
<PAGE>
THE PORTFOLIOS: A SUMMARY OF THEIR OBJECTIVES, INVESTMENT PRACTICES AND RISKS
[diamond] THIS SECTION PROVIDES A DESCRIPTION OF THE IDEX II PORTFOLIOS. THE
PORTFOLIOS ARE GENERALLY LISTED IN ORDER FROM THOSE WITH HIGHER TO LOWER
RISK/REWARD CHARACTERISTICS. PORTFOLIOS WITH HIGHER RISK/REWARD CHARACTERISTICS
MAY EXPERIENCE GREATER VOLATILITY IN NET ASSET VALUE CHANGES AND TOTAL RETURN.
THIS SUMMARY SHOULD BE READ IN CONJUNCTION WITH THE SECTIONS CALLED: SECURITIES
IN WHICH THE PORTFOLIOS INVEST; HOW THE PORTFOLIOS INVEST; AND ADDITIONAL RISK
FACTORS, WHICH PROVIDE MORE INFORMATION ABOUT THE PORTFOLIOS' INVESTMENTS,
PRACTICES AND RISKS.
INTRODUCTION TO THE PORTFOLIOS
Each Portfolio is a series of IDEX II Series Fund, an open-end management
investment company registered under the Investment Company Act of 1940 (the
"1940 Act"). All Portfolios other than the Capital Appreciation Portfolio are
diversified. The Capital Appreciation Portfolio is nondiversified. See How the
Portfolios Invest -Diversification.
Each Portfolio has its own investment objective and policies. These are
described, portfolio by portfolio, below.
Each Portfolio may change its investment objective without shareholder approval.
You will be notified 30 days before any such change. Unless otherwise noted, a
Portfolio may also change its investment policies without shareholder approval.
If a Portfolio changes its investment objective, its new objective may not suit
your needs. You will be allowed 30 days after notice of an investment objective
change to sell or exchange your Portfolio shares without paying a sales or
exchange fee. If you sell or exchange your shares, you may, however, realize a
taxable gain or loss.
There can be no assurance that a Portfolio will achieve its investment
objective.
IDEX II AGGRESSIVE GROWTH PORTFOLIO
OBJECTIVE: Long-term capital appreciation.
INVESTMENT FOCUS: The Aggressive Growth Portfolio is a diversified, actively
managed portfolio primarily composed of equity securities traded on domestic
stock exchanges or in the over-the-counter market. These securities include
common or preferred stocks, or securities convertible into or exchangeable for
equity securities, including warrants and rights.
INVESTOR PROFILE: For the investor who aggressively seeks capital growth, and
who can tolerate volatility in the value of an investment.
PRIMARY INVESTMENT PRACTICES: The Portfolio may engage in leveraging and options
and futures transactions, which are considered speculative and which may cause
the Portfolio's net asset value to be more volatile than the net asset value of
a fund which does not engage in these activities.
Except during temporary defensive periods, the Portfolio invests at least 85% of
its assets in equity securities. The sub-adviser may pick stocks of developing
companies; older companies that appear to be entering a new stage of growth due
to management changes or development of new technologies, products or markets;
or companies providing products or services with a high unit volume growth rate.
In order to afford the Aggressive Growth Portfolio the flexibility to take
advantage of new opportunities for investments in accordance with its investment
objective, the Aggressive Growth Portfolio may hold up to 15% of its net assets
in money market instruments and repurchase agreements and in excess of that
amount (up to 100% of its assets) during temporary defensive periods. This
amount may be higher than that maintained by other funds with similar investment
objectives. Under those circumstances, investment income may constitute a
proportionately larger amount of the return realized by the Portfolio.
IDEX II CAPITAL APPRECIATION PORTFOLIO
OBJECTIVE: Long-term growth of capital in a manner consistent with the
preservation of capital.
INVESTMENT FOCUS: The Capital Appreciation Portfolio is a nondiversified
Portfolio that pursues its objective by normally investing at least 50% of its
equity assets in securities issued by medium-sized companies. Medium-sized
companies are those whose market capitalizations fall within the range of
companies in the MidCap Index. Companies whose capitalization falls outside this
range after the Fund's initial purchase continue to be considered medium-sized
companies for purposes of this policy. As of September 29, 1995, the MidCap
Index included companies with capitalizations between approximately 120 million
and 7.4 billion. The range of the MidCap Index is expected to change on a
regular basis. Subject to the above policy, the Portfolio may also invest in
smaller or larger issuers.
INVESTOR PROFILE: For the investor who wants capital growth, but who also wants
an investment which is intended to sustain its principal value over time.
PRIMARY INVESTMENT PRACTICES: The Portfolio invests in industries and stocks of
companies the sub-adviser believes are experiencing favorable demand for their
products and services, and which operate in a favorable competitive environment
and regulatory climate. The sub-adviser searches especially for stocks with
earnings growth potential that may not be recognized by the market. Some fund
holdings may create incidental income.
Medium-sized companies may suffer more significant losses as well as realize
more substantial growth than larger issuers. Investments in such companies tend
to be more volatile than investments in larger companies, and are somewhat
speculative.
IDEX II GLOBAL PORTFOLIO
OBJECTIVE: Long-term growth of capital in a manner consistent with preservation
of capital primarily through investing in common stocks of foreign and domestic
issuers.
INVESTMENT FOCUS: The Global Portfolio invests primarily in common stocks of
foreign and domestic issuers. It also invests in securities issued by foreign or
domestic governments, government agencies, and other government entities.
INVESTOR PROFILE: For the investor who wants capital growth without being
9
<PAGE>
limited to investments in U.S. securities.
The investor should also be able to tolerate the significant risk
factors associated with foreign investing.
PRIMARY INVESTMENT PRACTICES: The Global Portfolio's assets are normally
invested in securities of issuers from at least five different countries,
including the United States. The Portfolio may, however, invest all its assets
at times in fewer than five countries, or even in a single country.
The Portfolio seeks to invest substantially all of its assets in common stocks
of companies that the sub-adviser believes are experiencing favorable demand for
their products and services, and which operate in a favorable competitive
environment and regulatory climate. These stocks are selected solely for their
capital growth potential; investment income is not a consideration.
In evaluating foreign investments, the manager looks for: prospects for relative
economic growth among countries, regions or geographic areas; expected levels of
inflation; government policies influencing business conditions; and the outlook
for currency relationships.
IDEX II GROWTH PORTFOLIO
OBJECTIVE: Growth of capital.
INVESTMENT FOCUS: The Growth Portfolio invests primarily in common stocks listed
on a national securities exchange or on NASDAQ, which the Portfolio's
sub-adviser believes have a good potential for capital growth. Investment
analysis focuses on stocks with earnings growth potential that may not be
recognized by the market. These securities are selected solely for their growth
potential; investment income is not a consideration.
INVESTOR PROFILE: For the investor who wants capital growth in a broadly
diversified stock portfolio, and who can tolerate significant fluctuations in
value.
PRIMARY INVESTMENT PRACTICES: The Growth Portfolio seeks to invest substantially
all of its assets in common stocks when its sub-adviser believes that the
relevant market environment favors such investing. Common stock investments are
selected from industries and companies that the portfolio manager believes are
experiencing favorable demand for their products and services, and which operate
in a favorable competitive environment and regulatory climate.
IDEX II C.A.S.E. PORTFOLIO
OBJECTIVE: Annual growth of capital through investment in companies whose
management, financial resources and fundamentals appear attractive on a scale
measured against each company's present value.
INVESTMENT FOCUS: The C.A.S.E. Portfolio's assets are normally invested in
companies whose securities are traded on a national exchange or in the domestic
over-the-counter markets. Companies are selected based on their perceived
qualitative and quantitative fundamental strengths, on a market relative basis
against other companies in the same industry, sector and against the broad
market.
INVESTOR PROFILE: For investors who seek growth in excess of the S&P 500 on a
quarterly basis, in good markets as well as bad markets, but want a diversified
portfolio that seeks to have investments in companies that have below market
risk characteristics. The investor should be comfortable with the price
fluctuations of a stock portfolio.
PRIMARY INVESTMENT PRACTICES: Employing the sub-adviser's proprietary forms of
market comparative and stock specific research, companies are selected after
evaluating the present nature of the economic cycle and after the sub-adviser
identifies what it believes to be attractive sectors, industries and company
specific circumstances. The C.A.S.E. Portfolio normally invests in common,
preferred and convertible stocks of firms that the sub-adviser believes exhibit
below market risk characteristics supported by below market multiples on a
leading, lagging and ten-year basis, and are perceived to have above average
fundamentals including return on equity, price to earnings ratio and other
balance sheet components to obtain long-term capital growth. The sub-adviser
applies its proprietary forms of research to such companies which it believes
exhibit superior products, above average growth rates along with sound
management and financials.
Each company selected in the Portfolio is monitored against more than two dozen
disciplines, on a market and comparative basis, including insider's activity,
market style leadership, earnings surprise, analyst's change in earnings
projection, return on equity, five-year earnings per share growth, price
earnings ratio, price-to-book, price to cash flow, institutional activity and
holdings, stock price changes, price to 200 day moving average, price to
historical rising inflation, price to declining U.S. dollar and earnings
projected change. The sub-adviser believes that above average performance is as
much a condition of eliminating bad situations as it is discovering good ones.
Securities are sold when companies appear overvalued or lose the fundamentals
necessary for future confidence. Under certain circumstances, the Portfolio may
elect to invest 20% or more of its investable assets in money market
instruments, repurchase agreements and cash equivalents.
IDEX II EQUITY-INCOME PORTFOLIO
OBJECTIVE: Current income, long-term growth of income and capital appreciation.
INVESTMENT FOCUS: The Equity-Income Portfolio seeks to invest primarily in
income-producing common or preferred stock when the portfolio manager believes
that the market favors profitable investing in those securities. The Portfolio's
remaining assets will ordinarily be invested in debt obligations, many of which
will be convertible into common stock, and other fixed-income securities.
INVESTOR PROFILE: For the investor who wants current income with the prospect of
income growth, plus the prospect of capital growth. The investor should be
comfortable with the price fluctuations of a stock portfolio.
PRIMARY INVESTMENT PRACTICES: The Equity-Income Portfolio does not, at present,
intend to invest more than 20% of its assets in equities which do not pay a
dividend. The sub-adviser typically selects equities and securities convertible
into equities issued by companies which display strong fundamental
characteristics, including balance sheet quality, cash flow
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generation, earnings and dividend growth record and outlook, and profitability
levels. The sub-adviser may also select securities based on other factors. For
example, some securities may be purchased at an apparent discount to their
appropriate value, anticipating that they will increase to that value over time.
The Portfolio seeks to achieve an income yield in excess of the average dividend
income yield of the stocks in the S&P 500.
The sub-adviser expects that the majority of the Portfolio's equity securities
will be listed on a national securities exchange or traded on NASDAQ or in the
U.S. over-the-counter market.
IDEX II TACTICAL ASSET ALLOCATION PORTFOLIO
OBJECTIVE: Preservation of capital and competitive investment returns.
INVESTMENT FOCUS: The Tactical Asset Allocation Portfolio invests primarily in
stocks, U.S. Treasury bonds, notes and bills and money market funds. Models are
used in determining when the Portfolio's assets are "tactically" allocated among
these groups of investments.
INVESTOR PROFILE: For the investor who wants a combination of capital growth and
income, and who is comfortable with the risks associated with an actively traded
portfolio which shifts assets between equity and debt.
PRIMARY INVESTMENT PRACTICES: The Tactical Asset Allocation Portfolio does not,
at present, intend to invest more than 20% of its assets in equities which do
not pay a dividend. The Portfolio focuses on high quality, liquid, large
capitalization stocks. These stocks are selected via a "bottom-up" screening
method (i.e., company by company, not industry by industry, or by any other
large category) which seeks to identify undervalued companies. The screening
method compares financial characteristics such as the price-to-cash flow ratio,
price-to-sales ratio, price-to-earnings ratio (P/E ratio), dividend yield, and
return on equity to a stock's historical norms. The Portfolio seeks to achieve
an income yield in excess of the dividend income yield of the S&P 500.
Undervalued companies -- those which are selling at less than true value -- are
by definition out of favor with most investors. However, the portfolio manager
believes that investors' expectations and the company's operating performance
ultimately determine which statistically "undervalued" stocks make good
investments. In order to preserve a margin of safety for the Portfolio's
investors, the sub-adviser thoroughly reviews the risks surrounding stocks under
consideration for investment. The goal is to choose stocks whose price has been
driven down due to an "overreaction" by the market to their perceived risks.
Stocks are given a careful fundamental and technical evaluation to determine
their likely prospects for positive investment performance.
"Asset allocation" is an investment technique which shifts assets from one class
of investment to another in anticipation of changes in market direction. The
Tactical Asset Allocation Portfolio seeks to enhance its returns in positive
markets by increasing its equity exposure, then to protect itself in negative
markets by shifting assets into fixed income investments and reducing equity
exposure.
The portfolio manager utilizes a series of linear statistical models that
attempt to forecast total stock market returns for both short (12 to 18 months)
and long (36 to 60 months) time periods. These time series models, developed by
the sub-adviser, help compare anticipated risks and rewards of holding stocks
versus holding treasury notes and money market funds. The models therefore
determine when the sub-adviser "tactically" adjusts asset allocation through a
gradual shifting of assets among stocks, U.S. Treasury bonds and notes and money
market funds. A combination of fundamental, technical, sentiment and monetary
variables is used in the forecasting models.
The Portfolio seeks to invest its assets primarily in income producing common or
preferred stock when the sub-adviser believes that the market environment favors
profitable investing in such securities. The remainder of the Portfolio will
ordinarily be invested in debt obligations of U.S. issuers, some of which will
typically be convertible into common stock.
If the forecasting models predict a decline in the stock market, the Portfolio
may invest as much as 10% of its total assets in money market funds, within
limits imposed by the 1940 Act, which restricts the Portfolio's investments in
investment companies. The Portfolio will indirectly bear its proportionate share
of any investment advisory fees and expenses paid by the funds in which it
invests, in addition to the investment advisory fee and expenses paid by the
Portfolio.
IDEX II BALANCED PORTFOLIO
OBJECTIVE: Long-term capital growth, consistent with preservation of capital and
balanced by current income.
INVESTMENT FOCUS: The Balanced Portfolio normally invests 40-60% of its assets
in equity securities selected primarily for growth potential and 40-60% of its
assets in fixed income securities. At least 25% of its assets normally will be
invested in fixed income senior securities, which include corporate debt and
preferred stocks.
INVESTOR PROFILE: For the investor who wants capital growth and income from the
same investment, but who also wants an investment which has the prospect of
sustaining its interim principal value through maintaining a balance between
equity and debt. The Portfolio is not designed for investors who desire a
consistent level of income.
PRIMARY INVESTMENT PRACTICES: The growth component of the Portfolio is expected
to consist primarily of common stocks, selected in industries and companies that
the sub-adviser believes are experiencing favorable demand for their products
and services, and which operate in a favorable competitive environment and
regulatory climate. The sub-adviser's analysis of these stocks aims to find
companies with earnings growth potential that may not be recognized by the
market.
The income component of the Balanced Portfolio may consist of all types of
income-producing securities, including common stocks selected primarily for
their dividend payments, preferred stocks, convertible securities and debt
securities of corporate and government issuers.
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The Portfolio may select equity securities for the income component on the basis
of growth potential, dividend paying properties, or some combination of both.
The Balanced Portfolio may shift assets between the growth and income portions
of its portfolio based on its manager's analysis of the relevant market,
financial and economic conditions. If the sub-adviser believes that growth
securities will provide better returns than the yields available or expected on
income-producing securities, then the Portfolio will place a greater emphasis on
growth securities.
IDEX II FLEXIBLE INCOME PORTFOLIO
OBJECTIVE: Maximum total return for shareholders, consistent with preservation
of capital, by actively managing a portfolio of income-producing securities.
INVESTMENT FOCUS: As a fundamental policy, the Flexible Income Portfolio will
normally invest at least 80% of its assets in income-producing securities. It
may invest in all types of income-producing securities, including domestic or
foreign securities issued by companies or by governments or governmental
agencies and lower rated securities.
INVESTOR PROFILE: For the investor who wants current income enhanced by possible
capital growth, and is willing to tolerate the fluctuation in principal value
associated with changes in the interest rate environment and the risks
associated with substantial holdings of high-yield/high-risk bonds.
PRIMARY INVESTMENT PRACTICES: The Portfolio emphasizes total return, primarily
through investing in corporate debt securities which offer higher yield but more
risk than higher grade securities. It may purchase debt securities of any
maturity. The average maturity of the Portfolio may vary substantially,
depending on the sub-adviser's analysis of market, economic and financial
conditions.
The Portfolio has no pre-established quality standards and may invest in debt
securities of any quality, including lower rated bonds that may offer higher
yields because of the greater risks involved in such investments. The Portfolio
may also invest in unrated debt securities of foreign and domestic issuers.
The Flexible Income Portfolio may, at times, have substantial holdings of
high-yield/high-risk bonds or unrated bonds of foreign and domestic issuers.
The Flexible Income Portfolio may also purchase mortgage-and other asset-backed
securities, preferred stocks, income producing common stocks or securities
convertible into common stocks if such securities appear to offer the best
opportunity for maximum total return.
If rated securities held by the Portfolio are downgraded by a ratings agency,
the sub-adviser will consider the advisability of keeping these securities.
The sub-adviser uses, but does not place sole reliance on, credit ratings in
evaluating bonds and determining credit quality of the issuer.
IDEX II INCOME PLUS PORTFOLIO
OBJECTIVE: As high a level of current income as is consistent with the avoidance
of excessive risk.
INVESTMENT FOCUS: The Income Plus Portfolio invests in a diversified portfolio
of fixed-income and convertible debt securities and dividend-paying common,
preferred and convertible preferred stocks. Although yields on convertible
securities are often lower than yields on nonconvertible bonds and preferred
stocks of comparable investment quality, the Portfolio may invest in convertible
securities if the total return is expected to provide higher current income than
nonconvertible securities. The Portfolio may also hold or invest in common
stocks which are acquired in conversion or exchange of, or in a unit offering
with, fixed-income securities.
INVESTOR PROFILE: For the investor who wants high current income and is willing
to tolerate the fluctuation in principal value associated with changes in the
interest rate environment.
PRIMARY INVESTMENT PRACTICES: The Portfolio seeks yields as high as possible
while managing risk through certain investment policies, described below.
The Portfolio will not invest in rated securities that, at the time of
investment, are rated below B by Moody's or B by S&P ("b," in the case of
Moody's preferred stock ratings). It may invest in unrated securities which, in
the manager's judgment, are of equivalent quality. The Portfolio may not invest
in rated corporate securities if, after such investment, more than 50% of its
total holdings of securities (other than commercial paper) would then be rated
below B by Moody's or B by S&P.
The Portfolio may not invest in commercial paper of corporate issuers which is
rated below Prime-2 by Moody's or A-2 by S&P. It may invest in unrated
commercial paper of comparable quality, as determined by the sub-adviser.
Under certain conditions, the Income Plus Portfolio may temporarily invest some
or all of its assets in short-term obligations such as (a) commercial paper and
bankers' acceptances of U.S. banks; (b) U.S. dollar-denominated obligations of
U.S. bank branches located outside the United States and of U.S. branches of
foreign banks; (c) U.S. dollar-denominated time deposits (subject to certain
restrictions described in the SAI); and (d) obligations of the U.S. government,
its agencies or instrumentalities. Before investing in any foreign short-term
bank obligations, the sub-adviser will consider factors including the political
and economic condition in a country, the prospect for changes in the value of
its currency, the possibility of expropriation or nationalization, and interest
payment limitations, based on existing or prior actions of the foreign
government. Such risks cannot be entirely eliminated from foreign investing.
If rated securities held by the Portfolio are downgraded by a ratings agency,
the sub-adviser will consider the advisability of keeping these securities.
The sub-adviser uses, but does not place sole reliance on, credit ratings in
evaluating bonds and determining credit quality of the issuer.
IDEX II TAX-EXEMPT PORTFOLIO
OBJECTIVE: Maximum current interest income exempt from federal income tax,
consistent with preservation of capital.
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INVESTMENT FOCUS: Ordinarily, at least 80% of the Tax-Exempt Portfolio's total
net assets will be invested in municipal obligations. These are obligations
issued by states, territories or possessions of the United States, the District
of Columbia and their political subdivisions, agencies, instrumentalities and
authorities if the interest on such securities is, in the opinion of bond
counsel, exempt from federal income tax. Income from municipal obligations may
be subject to state and local tax and may constitute an item of preference for
determining the federal alternative minimum tax. The weighted average maturity
of securities in the Tax-Exempt Portfolio is generally expected to be between 20
and 35 years.
INVESTOR PROFILE: For the investor who wants high current federal tax-free
income, and is willing to tolerate the fluctuation in principal value associated
with changes in the interest rate environment. Yields on municipal obligations
are typically lower that on similar taxable securities. The Tax-Exempt Portfolio
is not well suited as an investment vehicle for tax-exempt retirement programs
which receive no benefit from the tax-exempt nature of the majority of the
Portfolio's income. Also, the benefits of tax-exempt income are greater for
persons with higher taxable incomes.
PRIMARY INVESTMENT PRACTICES: The Portfolio seeks yields as high as possible
while managing risk through certain investment policies, described below.
The Portfolio normally invests at least 75% of its total net assets in (a)
municipal obligations which are rated at the time of purchase within the four
highest ratings of Moody's or S&P; (b) municipal commercial paper rated at the
time of purchase within the highest grade assigned by Moody's or S&P; and (c)
unrated municipal notes (with maturities between 6 months and 3 years) of
issuers which, at the time of purchase, have outstanding at least one issue of
municipal bonds rated in the four highest ratings of Moody's or S&P. In
addition, the Portfolio may invest in unrated municipal obligations which the
portfolio manager considers equal in quality to the four highest ratings of
Moody's or S&P. Unrated municipal securities may be less liquid than rated
securities. Therefore, their purchase by the Portfolio may entail somewhat
greater risk than that involved in rated municipal obligations.
Bonds rated in the fourth category by Moody's or S&P have some speculative
characteristics. The Portfolio's operating policies place no specific limit on
the proportion of the portfolio which may be made up of bonds in these
categories, so long as the sub-adviser believes that the Portfolio's objective
of preserving capital is being met.
If rated securities held by the Portfolio are downgraded by a ratings agency,
the sub-adviser will consider the advisability of keeping these securities.
The Portfolio may also invest in floating and variable rate municipal
obligations or participation interests in such obligations. The interest on
these obligations or participations must be free from federal income tax, and
the credit quality must be equal to long-term bonds rated in the four highest
Moody's or S&P categories, or to short-term bonds rated in the two highest
Moody's or S&P categories.
Under certain conditions, the Portfolio may invest as much as 20% of its assets
in taxable securities. For example, the Portfolio may make such investments due
to market conditions, while temporarily holding funds in readiness for
tax-exempt investments, or to provide highly liquid securities to meet
anticipated share sales. Such investments may also be made when the sub-adviser
determines that a defensive position is required in anticipation of a decline in
the market value of portfolio securities. These temporary investments may
consist of the following fixed-income, short-term securities: (a) U.S.
government securities; (b) certificates of deposit issued by domestic banks with
assets of at least $1 billion and having deposits insured by the Federal Deposit
Insurance Corporation; (c) repurchase agreements with respect to government
securities; and (d) commercial paper rated P-1 by Moody's or A-1 by S&P.
A period of rising commercial interest rates may adversely affect the value of
the Portfolio and its net asset value per share. This may require rapid
portfolio turnover, with temporary investments in lower-yielding and taxable
instruments, to adjust the Portfolio to higher prevailing rates. Conversely,
portfolio values will tend to increase in periods of falling commercial rates.
Congress has periodically considered proposals to restrict or eliminate the
federal income tax exemption for interest on certain types of, or on all,
municipal obligations. Such legislation would affect the availability of
municipal obligations for investment and the value of the Portfolio's assets.
The Portfolio's income which is exempt from federal taxes is not generally
exempt from state and local income taxes.
SECURITIES IN WHICH THE PORTFOLIOS INVEST
A Portfolio's potential risks and rewards are achieved fundamentally from the
investments it makes. This section discusses those securities with special
risk/reward considerations. This section should be read together with the
section called Additional Risk Factors.
FOREIGN SECURITIES
Subject to the following limitations, nine of the eleven Portfolios may invest
directly in foreign securities denominated in a foreign currency and not
publicly traded in the United States.
[diamond] The Growth, Balanced, Capital Appreciation, Aggressive Growth,
Tactical Asset Allocation and C.A.S.E. Portfolios may invest up to 25% of their
individual assets, directly or indirectly, in foreign securities.
[diamond] The Global Portfolio may invest without limit in foreign
securities.
[diamond] The Equity-Income Portfolio may invest up to 25% of its assets
directly or indirectly in foreign securities, provided that no more than 10% of
its assets may be invested directly in such securities denominated in foreign
currency and not publicly traded in the United States.
[diamond] The Flexible Income Portfolio may invest up to 50% of its
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assets, directly or indirectly, in foreign securities, provided that no more
than 25% of its assets may be invested in the securities of the government or
private issuers of any one foreign country.
In addition to direct foreign investment, these Portfolios may also invest in
foreign securities through American Depositary Receipts ("ADRs") or American
Depositary Shares ("ADSs"), which are dollar-denominated receipts issued by
domestic banks or securities firms. ADRs and ADSs are publicly traded on U.S.
exchanges, and may not involve the same risks as securities denominated in
foreign currency.
Each of these Portfolios may also indirectly invest in foreign securities
through European Depositary Receipts ("EDRs"), which are typically issued by
European banks; in Global Depositary Receipts ("GDRs"), which may be issued by
domestic or foreign banks; and in other types of receipts evidencing ownership
of foreign securities.
Investments in foreign securities involve different risks from investing in
domestic securities. See Additional Risk Factors.
FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS
The Growth, Global, Flexible Income, Balanced, Capital Appreciation, Aggressive
Growth, Equity-Income, Tactical Asset Allocation and C.A.S.E Portfolios may
write and purchase options on securities, as well as engage in transactions
involving options on securities or foreign currencies, futures contracts,
options on futures contracts, forward currency contracts, and interest rate
swaps, caps and floors. These instruments are commonly called derivatives,
because their price is derived from an underlying index, security or other
measure of value.
These Portfolios use derivatives primarily as a hedge -- that is, to protect
portfolio positions against market or currency swings.
Futures contracts and related options may be used to attempt to enhance profit,
but each Portfolio limits non-hedging use of such instruments by requiring that
the aggregate initial margin and premiums required to establish non-hedging
positions will not exceed 5% of the fair market value of such Portfolio's net
assets.
The Equity-Income and Tactical Asset Allocation Portfolios do not currently
intend to purchase or sell any derivatives. However, they may do so in the
future.
The Flexible Income Portfolio may also write and purchase options on securities
to attempt to enhance income. Call options, which give the buyer the right to
"call away" a Portfolio security at a designated price until a certain date,
must be "covered" -- that is, the Portfolio must own the securities required to
fulfill the contract.
The Income Plus Portfolio may purchase and sell contracts for the future
delivery of fixed-income securities at an established price, commonly called
"interest rate futures contracts." It does so only for the purpose of hedging
against anticipated interest rate changes that would adversely affect the value
of Portfolio securities. The Portfolio will maintain cash or cash equivalents
equal in value to the market value of futures contracts purchased (less related
margin deposits) to assure that its position is fully collateralized and that
its use of such contracts is unleveraged.
The Aggressive Growth Portfolio intends to use derivatives for hedging as well
as to enhance income, subject to these limitations:
[diamond] The Portfolio may write covered call options on common stocks that
it owns or has an immediate right to acquire through conversion or exchange of
other securities in an amount not to exceed 25% of total assets.
[diamond] The Portfolio does not intend to write any put options.
[diamond] The Portfolio may buy only those options listed on a national
securities exchange.
[diamond] The Portfolio will not purchase options if, as a result, the
aggregate cost of all outstanding options exceeds 10% of the Portfolio's total
assets.
[diamond] No more than 5% of the Portfolio's total assets will be committed to
non-hedging transactions.
[diamond] The Portfolio will buy and sell stock index futures contracts and
options on stock index futures only for hedging or other permissible
risk-management purposes, not for speculation. Aggregate initial margins and
premiums on such investments may not be more than 5% of the Portfolio's assets.
The Portfolios' futures contracts activities are limited in such a manner as to
qualify for certain exemptions from registration with the Commodity Futures
Trading Commission.
There can be no assurance that the use of derivatives will help a Portfolio
achieve its investment objective. Derivatives involve special risks. See
Additional Risk Factors.
For more information about derivatives and their risks, see the SAI.
MORTGAGE AND OTHER ASSET-BACKED SECURITIES
Each Portfolio may invest up to 25% of its net assets in mortgage- and other
asset-backed securities. These are subject to prepayment risk -- the possibility
that early payoffs of underlying mortgages or other loans will cause the
principal and interest on the security to be paid before its stated maturity.
These early payments are more likely during periods when long-term interest
rates decline. In the event of such a prepayment during an interest rate
decline, a Portfolio may be required to invest the unanticipated proceeds at a
lower interest rate. Prepayments during such periods will also limit a
Portfolio's ability to participate in the kind of market gains possible with
comparable government securities not subject to prepayment.
CONVERTIBLE SECURITIES
The Portfolios may invest in varying degrees in convertible securities, which
may include corporate notes or preferred stock, but ordinarily are long-term
debt obligations which are convertible at a stated rate and time into common
stock of the issuer.
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As with all debt securities, the market value of convertibles tends to decline
as interest rates rise and to increase as interest rates fall. Convertible
securities generally offer lower interest rates or dividend yields than
non-convertible securities of similar quality. However, when the market price of
the common stock underlying a convertible exceeds the conversion price, the
price of the convertible tends to rise like the common stock price. When the
price of the underlying stock declines, the convertible tends to trade
increasingly on a yield basis; therefore, its price may not fall as much as the
price of the common stock.
Convertible securities generally rank senior to common stocks in an issuer's
capital structure. That means convertible obligations are supposed to be paid
off before common stock obligations. Consequently, most convertibles are of
higher quality and entail less risk of decline in market value than the issuer's
common stock. However, the extent to which such risk is reduced depends largely
on the market value of the convertible as a debt security -- i.e., if compared
to other debt securities, the convertible pays a competitive rate and is in
demand, its price will hold up.
The Portfolios will evaluate convertibles for potential investment using the
same ratings criteria as for investments in non-convertible debt securities.
WHEN-ISSUED, DELAYED DELIVERY AND FORWARD TRANSACTIONS
Each Portfolio, other than the Tax-Exempt and Tactical Asset Allocation
Portfolios, may buy securities on a when-issued or delayed delivery basis. They
may also enter into contracts to buy securities for a fixed price at a future
date beyond normal settlement time ("forward commitments").
The Tax-Exempt Portfolio may purchase municipal bonds on a when-issued or
delayed delivery basis.
The Portfolios bear the risk that the value of such securities may change before
delivery and the risk that the seller may not complete the transaction.
ILLIQUID SECURITIES
The Growth, Global, Flexible Income, Balanced, Capital Appreciation, Aggressive
Growth, Equity-Income, Tactical Asset Allocation and C.A.S.E. Portfolios may
invest as much as 15% of their net assets in securities that are considered
illiquid. The Tax-Exempt and Income Plus Portfolios may invest as much as 10% of
net assets in such securities.
Securities are considered illiquid if there is no readily available market for
them, or because they carry legal or contractual restrictions on resale. It
often takes more time to sell illiquid securities, and costs more in brokerage
or dealer discounts or other expenses than does the sale of exchange-listed
securities or securities traded over-the-counter. As a result, a Portfolio may
not be able to sell such securities readily when the sub-adviser thinks it
proper to do so. The sub-adviser may have to sell an alternative security in
order to meet short-term needs for cash such as shareholder redemption requests
at a time that may not be advantageous.
Certain securities, called Rule 144A securities, are not registered for sale to
the public, but may be sold to certain institutional investors. Rule 144A
securities may be considered liquid if a dealer or an institutional market
exists for them. Procedures have been established by the Portfolios'
sub-advisers and Board of Trustees to determine if certain Rule 144A securities
and other securities, including commercial paper, are liquid. Under similar
procedures for the Flexible Income and Tax-Exempt Portfolios, the sub-adviser
and Board of Trustees may determine that certain municipal leases are liquid.
Securities purchased under these rules may later become illiquid.
The Tactical Asset Allocation Portfolio does not currently intend to invest in
illiquid securities.
ZERO COUPON BONDS AND OTHER SECURITIES
Each of the Portfolios other than the Aggressive Growth Portfolio may invest as
much as 10% of assets in zero coupon bonds, step coupon bonds, pay-in-kind
securities or strips.
[diamond] Zero coupon bonds do not make regular interest payments. They are
sold at a discount from face value. Principal and accreted discount
(representing interest accrued but not paid) are paid at maturity.
[diamond] Step coupon bonds sell at a discount and pay a low coupon rate for
an initial period, then pay a higher coupon rate thereafter.
[diamond] Pay-in-kind securities may pay interest in cash or in the form of a
similar bond or other asset.
[diamond] Strips are debt securities that are stripped of their interest after
the securities are issued, but are comparable to zero coupon bonds.
The market value of these four kinds of securities generally fluctuates more in
response to interest rate changes than does the market value of interest-paying
securities of comparable quality and term. The Portfolios may realize greater
gains or losses as a result of such fluctuations.
To pay cash distributions from income earned on these kinds of securities, the
Portfolios may sell certain securities and may incur a capital gain or loss on
the sale.
REPURCHASE AND REVERSE REPURCHASE AGREEMENTS
Each of the Portfolios may invest in repurchase and reverse repurchase
agreements. In a repurchase agreement, the Portfolio buys a security and
simultaneously agrees to resell it to the seller, generally a bank or
broker-dealer who agrees to repurchase the security, at a specified price and
date or on demand. This technique is a method of earning income on idle cash.
The repurchase agreement is effectively secured by the value of the underlying
security.
If a seller fails to repurchase the security as agreed, the Portfolio may suffer
a loss if the security's value declines before it can be sold on the open
market. If the seller goes bankrupt, a Portfolio may encounter delays and
increased costs in selling the underlying security.
Repurchase agreements maturing in more than seven days are subject to the limits
described above on illiquid securities.
In a reverse repurchase agreement, a Portfolio sells a security to another party
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such as a bank or broker-dealer in return for cash and the Portfolio agrees to
buy the security back at a future date and price. These agreements may provide
cash to satisfy unusually heavy redemption requests or for other temporary or
emergency purposes without actually selling portfolio securities. They also may
help earn additional income on securities like treasury bills and notes.
U.S. GOVERNMENT SECURITIES
Each of the Portfolios may invest in U.S. government securities, which are debt
securities backed either by the credit of the U.S. government as a whole or only
by the credit of the issuing agency or instrumentality. Securities issued by the
Federal Home Loan Banks and the Federal National Mortgage Association (FNMA) are
supported by the agency's right to borrow money from the U.S. Treasury under
certain circumstances. U.S. Treasury bonds, notes and bills, and some agency
securities, such as those issued by the Government National Mortgage Association
(GNMA), are backed by the full faith and credit of the U.S. government as to
payment of principal and interest and are the highest quality U.S. government
securities.
The Portfolios themselves, and their share prices and yields, are not guaranteed
by the U.S. government.
DEBT SECURITIES
None of the Portfolios, other than the Flexible Income and Income Plus
Portfolios, may invest more than 5% of its net assets in junk bonds. The
Flexible Income Portfolio may invest without limit, and the Income Plus
Portfolio may invest up to 50% of its assets, in junk bonds. Bonds rated below
investment grade are commonly known as "junk bonds" and normally involve greater
risk than investment grade securities. (See Additional Risk Factors.)
The Aggressive Growth and C.A.S.E. Portfolios may invest in debt securities
rated only in the three highest categories by Moody's (Aaa, Aa or A) or S & P
(AAA, AA or A).
The Equity-Income and Tactical Asset Allocation Portfolios will limit
investments in commercial paper to obligations rated Prime-1 by Moody's or A-1
by S & P.
The Portfolios may also buy unrated securities that, in the sub-adviser's
opinion, are equal in quality to the Portfolio's rated debt securities.
Unrated debt securities are not necessarily of lower grade than rated
securities, but they may not be as attractive to some buyers. The Portfolios
rely on the credit analysis of their sub-advisers when investing in unrated debt
securities.
See the IDEX II Tax-Exempt Portfolio - Primary Investment Practices for a
discussion of the Portfolio's investments in debt securities.
HOW THE PORTFOLIOS INVEST
A Portfolio's potential risks and rewards are affected by the investment
techniques practiced by the Portfolio. This section discusses investing
techniques with special risk/reward considerations.
DIVERSIFICATION
Diversification is the practice of spreading a portfolio's assets over a number
of investments, investment types, industries or countries to reduce risk. A
non-diversified portfolio has the ability to take larger positions in fewer
issuers. Because the appreciation or depreciation of a single security may have
a greater impact on the net asset value of a non-diversified portfolio, its
share price can be expected to fluctuate more than a comparable diversified
portfolio.
Each of the Portfolios other than the Capital Appreciation Portfolio is
diversified as a matter of fundamental policy, and is defined as a diversified
investment company under the 1940 Act. A diversified company must have at least
75% of the value of its total assets in cash and cash items (including
receivables), government securities, securities of other investment companies
and other securities. For purposes of this calculation, the company may not
count securities of a single issuer that account for more than 5% of the
company's assets or that constitute more than 10% of the issuer's voting
securities. The Capital Appreciation Portfolio is a nondiversified investment
company.
As a fundamental policy governing concentration, each of the Portfolios will not
invest more than 25% of assets in any one particular industry, other than U.S.
government securities.
The Capital Appreciation Portfolio reserves the right to become a diversified
investment company (as defined by the 1940 Act). Currently, however, its
policies are as follows:
With respect to 50% of its assets, the Capital Appreciation Portfolio will not
buy the securities of any one issuer (other than cash items and U.S. government
securities) if, as a result, the Portfolio
[diamond] owns more than 10% of the outstanding voting securities of that
issuer; or
[diamond] the value of the Portfolio's holdings of that issuer exceeds 5% of
the value of the Portfolio's total assets.
The Capital Appreciation Portfolio may invest as much as 50% of its assets in
the securities of as few as two issuers. However, it does not expect to do so
unless its sub-adviser sees the potential for substantial capital appreciation
in such an investment. The Portfolio does intend to take advantage of the
flexibility of its nondiversification policy by investing more than 5% of total
assets in the securities of one issuer.
To the extent that the Portfolio makes such single large investments, it
increases its exposure to credit and/or market risks, and to the profit
potential, associated with a single issuer. Both profit potential and risk are
greater in a nondiversified portfolio than in a diversified portfolio.
See The Portfolios: A Summary of Their Objectives, Investment Practices and
Risks for discussion of the individual Portfolios' diversification styles.
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<PAGE>
PORTFOLIO TURNOVER
Although it is the policy of the Growth, Global, Flexible Income, Balanced,
Capital Appreciation, Aggressive Growth, Equity-Income, Tactical Asset
Allocation and C.A.S.E. Portfolios to buy and hold securities for their stated
investment objectives, changes in these holdings will be made whenever the
respective portfolio managers believe they are advisable. Such changes may
result from:
[diamond] liquidity needs;
[diamond] securities having reached a price or yield objective;
[diamond] anticipated changes in interest rates or the credit standing of an
issuer; or
[diamond] developments not foreseen at the time of the investment decision.
To a limited extent, these Portfolios may engage in a significant number of
short-term transactions if such investing serves their objectives. The rate of
portfolio turnover will not be a limiting factor when such short-term investing
is considered appropriate.
The estimated annual portfolio turnover rate of the Tactical Asset Allocation is
expected to be under 100%. The estimated portfolio turnover rate of the C.A.S.E.
Portfolio is expected to be between 100% and 200% annually.
The investment policies of the Tax-Exempt and Income Plus Portfolios may lead to
frequent changes in investments, particularly when interest rates fluctuate
rapidly. Securities may be sold in anticipation of a decline in portfolio value
(a rise in interest rates) or bought in anticipation of an increase in portfolio
value (a fall in interest rates).
In addition, a security may be sold and another bought at approximately the same
time to take advantage of a temporary disparity, in the manager's judgment, in
the normal yield relationship between the two securities. These yield
disparities may occur for reasons not directly related to the investment quality
of particular issues or to the general movement of interest rates; instead, this
disparity may come about because of changes in the overall demand for or supply
of various types of securities or because of changes in the objectives of
investors in such securities.
Turnover rate will not limit a manager's ability to buy or sell securities for
either of these Portfolios. Certain tax rules may restrict a Portfolio's ability
to sell securities when the security has been held for less than three months.
Increased turnover results in higher brokerage costs or mark-up charges for a
Portfolio; these charges are ultimately borne by the shareholders. Short-term
trading may also result in short-term capital gains, which are taxed as ordinary
income for the Portfolio's shareholders.
For historical Portfolio turnover rates, see Financial Highlights. For more
discussion of portfolio turnover, see the SAI.
CASH POSITIONS AND DEBT INVESTING BY STOCK PORTFOLIOS
The portfolio managers of the Aggressive Growth, Capital Appreciation, Growth,
Global, Equity-Income, Tactical Asset Allocation and C.A.S.E. Portfolios may at
times choose to hold some portion of net assets in cash, or to invest that cash
in a variety of debt securities. This may be done as a defensive measure at
times when desirable risk/reward characteristics are not available in stocks or
to earn income from otherwise uninvested cash. When a Portfolio increases its
cash or debt investment position, its income may increase while its ability
decreases to participate in stock market declines or advances.
SHORT SALES
Each of the Portfolios may sell securities "short against the box." A short sale
is a sale of a security that the Portfolio does not own. A short sale is
"against the box" if, at all times when the short sale is open, the Portfolio
owns an equal amount of the securities sold short or convertible into those same
securities, or exchangeable without further consideration for, securities of the
same issue as the securities sold short.
BORROWING AND LENDING
Each Portfolio may borrow money from banks for temporary or emergency purposes.
The amount borrowed shall not exceed 25% of total assets for the Growth, Global,
Flexible Income, Balanced, Capital Appreciation, Equity-Income, Tactical Asset
Allocation and C.A.S.E. Portfolios, and 33 1/3% of total assets for the
Tax-Exempt and Income Plus Portfolios.
To secure borrowings, a Portfolio may not mortgage or pledge its securities in
amounts that exceed 15% of its net assets for the Growth, Global, Flexible
Income, Balanced, Capital Appreciation, Equity-Income, Tactical Asset Allocation
and C.A.S.E. Portfolios, and 10% of net assets for the Tax-Exempt and Income
Plus Portfolios.
The Tactical Asset Allocation Portfolio does not currently intend to borrow.
The Growth, Global, Flexible Income, Balanced and Capital Appreciation
Portfolios may borrow money from or lend money to other funds that permit such
transactions and that are advised or sub-advised by Janus Capital Corporation
("Janus Capital"). The Portfolios must seek and obtain permission to do so from
the SEC. There is no assurance that such permission will be granted.
The Aggressive Growth Portfolio may borrow for investment purposes -- this is
called "leveraging." The Portfolio may borrow only from banks, not from other
investment companies.
The 1940 Act requires that a Portfolio maintain continuous asset coverage of
300% of the amount borrowed -- that is, total assets including borrowings, less
liabilities exclusive of borrowings, must be three times the amount borrowed.
There are risks associated with leveraging:
[diamond] If the Portfolio's asset coverage drops below 300% of borrowings,
the Portfolio may be required to sell securities within three days to reduce its
debt and restore the 300% coverage, even though it may be disadvantageous to do
so.
[diamond] Leveraging may exaggerate the effect on net asset value of any
increase or decrease in the market value of the Portfolio's securities.
[diamond] Money borrowed for leveraging will be subject to interest costs. In
certain cases, interest costs may exceed the return received on the securities
purchased.
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[diamond] The Portfolio may be required to maintain minimum average balances
in connection with borrowing or to pay a commitment or other fee to maintain a
line of credit. Either of these requirements would increase the cost of
borrowing over the stated interest rate.
State law and regulations may impose additional limits on the Portfolio's
borrowing.
For more information about borrowing and lending, see the SAI.
LENDING PORTFOLIO SECURITIES
Each of the Portfolios other than the Tax-Exempt and Income Plus Portfolios may
lend securities to broker-dealers and financial institutions to realize
additional income. As a fundamental policy, these Portfolios (except for the
Aggressive Growth Portfolio) will not lend securities or other assets if, as a
result, more than 25% of total assets would be lent to other parties. In
practice, at this time, none of these Portfolios intend to lend securities or
make any other loans valued at more than 5% of total assets.
As a fundamental policy, the Aggressive Growth Portfolio may not make loans to
others, except through buying qualified debt obligations, lending portfolio
securities or entering into repurchase agreements. The Aggressive Growth
Portfolio will not lend securities or other assets if, as a result, more than
20% of its total assets would be lent to other parties.
If the borrower of a security defaults, the Portfolio may be delayed or
prevented from recovering collateral, or may be otherwise required to cover a
transaction in the security loaned.
If portfolio securities are loaned, collateral values must be continuously
maintained at no less than 100% by pricing both the securities loaned and the
collateral daily.
If a material event is to be voted upon affecting a Portfolio's investment in
securities which are on loan, the Portfolio will take such actions as may be
appropriate in order to vote its shares.
For more information about lending securities, see the SAI.
MASTER FUND/FEEDER FUND OPTION
The Fund may in the future seek to achieve the investment objective of the
Growth, Global, Flexible Income, Balanced, Capital Appreciation, Aggressive
Growth, Equity-Income, Tactical Asset Allocation or C.A.S.E. Portfolios by
investing all of a Portfolio's assets in another investment company having the
same objective and substantially the same investment policies and restrictions.
Such an investment would be made only if the Board of Trustees of the Fund
determines it would be in the best interests of the Portfolio and its
shareholders. In making this determination, the Board will consider benefits to
shareholders and the opportunities to reduce costs and increase efficiency,
among other things. Should such a determination be made, shareholders will be
given at least 30 days notice.
CHANGES IN INVESTMENT POLICIES AND RULES
Each Portfolio is subject to investment restrictions, certain of which are
fundamental policies of that Portfolio. As such, they may not be changed without
shareholder approval. Non-fundamental investment restrictions and operating
policies may be changed by the Board of Trustees without shareholder approval.
The investment restrictions of each Portfolio are described in the SAI.
NEW INVESTMENT INSTRUMENTS
The sub-advisers reserve the right to evaluate new financial instruments as they
are developed and become actively traded. Subject to any applicable investment
restriction, a Portfolio may invest in any such investment products that its
manager believes will further the Portfolio's investment objective.
ADDITIONAL RISK FACTORS
All investments involve risks. Some securities and some investment practices
involve taking special or additional risks. This section describes a number of
those risk factors.
FOREIGN SECURITIES
Investments in foreign securities involve risks that are different in some
respects from investments in securities of U.S. issuers. These risks include:
CURRENCY VALUE. Changes in currency exchange rates may affect the value of
foreign securities and the value of their dividend or interest payments and,
therefore, a Portfolio's share price and returns. Currency exchange rates are
affected by numerous factors, including relative interest rates, balances of
trade, levels of foreign investment and manipulation by central banks. The
foreign currency market is essentially unregulated and can be subject to
speculative trading. From time to time, many countries impose exchange controls
which limit or prohibit trading in certain currencies.
CURRENCY TRADING COSTS. ADRs do not involve the same direct currency and
liquidity risks as securities denominated in foreign currencies. However, the
value of the currency in which the foreign security represented by the ADR is
denominated may affect the value of the ADR.
To the extent that a Portfolio invests in foreign securities denominated in
foreign currencies, its share price reflects the price movements both of its
securities and of the currencies in which they are denominated. The share price
of a Portfolio that invests in both U.S. and foreign securities may have a low
correlation with movements in the U.S. markets. If most of the securities in a
Portfolio are denominated in foreign currencies or depend on the value of
foreign currencies, the relative strength of the U.S. dollar against those
foreign currencies may be an important factor in that Portfolio's performance.
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<PAGE>
A Portfolio incurs costs in converting foreign currencies into U.S. dollars, and
vice versa.
DIFFERENT ACCOUNTING AND REPORTING PRACTICES. Foreign companies are generally
subject to tax laws and to accounting, auditing and financial reporting
standards, practices and requirements different from those that apply in the
U.S.
LESS INFORMATION AVAILABLE. There is generally less public information available
about foreign companies.
LESS REGULATION. Many foreign countries have less stringent securities
regulations than the U.S.
MORE DIFFICULT BUSINESS NEGOTIATIONS. A Portfolio may find it difficult to
enforce obligations in foreign countries or to negotiate favorable brokerage
commission rates.
REDUCED LIQUIDITY/INCREASED VOLATILITY. Some foreign securities are less liquid,
and their prices more volatile, than securities of comparable U.S. companies.
SETTLEMENT DELAYS. Settling foreign securities transactions may take longer than
settlements in the U.S.
HIGHER CUSTODY CHARGES. Custodianship of shares may cost more for foreign
securities than it does for U.S. securities.
ASSET VULNERABILITY. In some foreign countries, there is a risk of direct
seizure or appropriation through taxation of assets of a Portfolio. Certain
countries may also impose limits on the removal of securities or other assets of
a Portfolio. Interest, dividends and capital gains on foreign securities held by
a Portfolio may be subject to foreign withholding taxes.
POLITICAL INSTABILITY. In some countries, political instability, war or
diplomatic developments could affect investments.
These risks may be greater in developing countries or in countries with limited
or developing capital markets. In particular, developing countries may have
relatively unstable governments, economies based on only a few industries, and
securities markets that trade only a small number of securities. As a result,
securities of issuers located in developing countries may have limited
marketability and may be subject to abrupt or erratic price fluctuations.
At times, the Portfolios' foreign securities may be listed on exchanges or
traded in markets which are open on days (such as Saturday) when the Portfolios
do not compute a price or accept orders for purchase, sale or exchange of
shares. As a result, the net asset value of the Portfolios may be significantly
affected by trading on days when shareholders cannot make transactions.
HEDGING FOREIGN CURRENCY TRANSACTIONS. A Portfolio may hedge some or all of its
investments denominated in a foreign currency against a decline in the value of
that currency. For example, a Portfolio may buy or sell securities while using
forward currency contracts to fix a price in U.S. dollars for securities it has
agreed to buy or sell ("transaction hedge"). A Portfolio may enter into
contracts to sell a foreign currency for U.S. dollars (not exceeding the value
of a given Portfolio's assets denominated in that currency) or by participation
in options or futures contracts with respect to a currency ("position hedge").
A Portfolio could hedge a position by selling a second currency, which is
expected to perform similarly to the currency in which portfolio investments are
denominated, for U.S. dollars ("proxy hedge"). Or it may enter into a forward
contract to sell the currency in which the security is denominated for a second
currency that is expected to perform better relative to a given currency, if the
portfolio manager believes there is a reasonable degree of correlation between
movements in the two currencies ("cross-hedge").
As an operating policy, a Portfolio will not commit more than 10% of its assets
to the consummation of cross-hedge contracts, and will either cover such
transactions with liquid portfolio securities denominated in the applicable
currency or segregate high-grade, liquid assets in the amount of such
commitments. In addition, when a Portfolio anticipates buying securities
denominated in a particular currency, it may enter into a forward contract to
purchase such currency in exchange for the U.S. dollar or another currency
("anticipatory hedge").
These strategies seek to minimize the effect of currency appreciation as well as
depreciation, but do not protect against a decline in the underlying value of
the hedged security. In addition, such strategies may reduce or eliminate the
opportunity to profit from increases in the value of the original currency, and
may adversely affect a Portfolio's performance if the manager's projection of
future exchange rates is wrong.
FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS
Generally, options, futures contracts, forward contracts and swap-related
products ("derivative instruments") involve additional investment risks and
transaction costs, and draw upon skills and experience which are different from
those needed to pick the other securities or instruments in which a Portfolio
invests. Special risks of derivatives' use include:
INACCURATE MARKET PREDICTIONS. If interest rates, securities prices or currency
markets do not move in the directions expected by a portfolio manager who uses
derivatives based on those measures, these instruments may fail in their
intended purpose and result in losses to the Portfolio.
IMPERFECT CORRELATION. Derivatives' prices may be imperfectly correlated with
the prices of the securities, interest rates or currencies being hedged. When
this happens, the expected benefits may be diminished.
ILLIQUIDITY. A liquid secondary market may not be available for a particular
instrument at a particular time. A Portfolio may therefore be unable to control
losses by closing out a derivative position.
TAX CONSIDERATIONS. A Portfolio may have to delay closing out certain derivative
positions to avoid adverse tax consequences.
The risk of loss from investing in derivative instruments is potentially
unlimited. See the SAI for more information about derivatives.
FIXED INCOME INVESTING
Risk in the fixed income component of any Portfolio depends on (1) the term of
the securities; (2) the quality of the securities; and (3) changes in interest
rates.
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When prevailing interest rates trend downward, the price of existing debt
securities tends to go up, because the coupon payments (or yield) of those
securities becomes more valuable in comparison to prevailing rates. When
interest rates trend upward, the price of existing securities tends to go down.
This effect usually becomes more pronounced with longer-term issues than with
shorter-term issues.
The effect of these fluctuations, in turn, on a Portfolio's share price and
yield depends on the extent to which a Portfolio is invested in debt securities.
HIGH-YIELD/HIGH-RISK BONDS
High-yield/high risk debt securities are also known as "junk bonds." These bonds
involve significant quality and liquidity concerns. Their yields fluctuate. They
are not suitable for short-term investing.
Higher yields are ordinarily available on fixed-income securities which are
unrated or are rated in the lower categories by services such as S&P or Moody's.
Unrated securities are not necessarily of lower quality than rated securities,
but the markets for lower rated and unrated securities are less liquid than
higher rated securities.
Lower rated bonds carry significant default risk -- the risk that the issuer
will not make interest or principal payments when due. Because the coupon rates
on these securities are high, the issuers might experience great financial
stress in an economic downturn or during periods of rising interest rates. This
stress might adversely affect their ability to make interest or principal
payments or to obtain additional credit. A bond default within the Portfolio
would cause losses to the Portfolio.
The performance of high-yield debt securities in an economic downturn cannot be
precisely predicted.
Appendix A of this Prospectus contains a description of bond rating categories
and includes a weighted average debt rating table for the Flexible Income and
Income Plus Portfolios.
SPECIAL SITUATIONS
Each Portfolio may invest in "special situations" from time to time. Special
situations arise when, in the opinion of a portfolio manager, a company's
securities may be recognized, then increase considerably in price, due to:
[diamond] a new product or process;
[diamond] a management change;
[diamond] a technological breakthrough;
[diamond] an extraordinary corporate event; or
[diamond] a temporary imbalance in the supply of, and demand for, the
securities of an issuer.
Investing in a special situation carries an additional risk of loss if the
expected development does not happen or does not attract the expected attention.
The impact of special situation investing to a Portfolio will depend on the size
of the Portfolio's investment in a situation.
INVESTMENT ADVISORY AND OTHER SERVICES
The Fund is run by a Board of Trustees. Subject to the supervision of the Board
of Trustees, the assets of each Portfolio are managed by investment advisers and
sub-advisers, and by portfolio managers. This section describes IDEX II Series
Fund's ownership, organization and management.
TRUSTEES
The Board of Trustees is responsible for managing the business and affairs of
IDEX II Series Fund. It oversees the operation of the Fund by its officers. It
also reviews the management of the Portfolios' assets by the investment advisers
and sub-advisers. Information about the Trustees and officers of the Fund is
contained in the SAI.
INVESTMENT ADVISER
GROWTH, GLOBAL, FLEXIBLE INCOME, BALANCED AND CAPITAL APPRECIATION PORTFOLIOS
These Portfolios have each entered into a Management and Investment Advisory
Agreement ("Advisory Agreement") with Idex Management, Inc. ("IMI"), whose
address is 201 Highland Avenue, Largo, Florida 34640, to act as its investment
adviser. IMI has served as investment adviser to IDEX Fund, IDEX II Series Fund
Growth, Global, Flexible Income (and its predecessor, IDEX Total Income Trust),
Balanced and Capital Appreciation Portfolios and IDEX Fund 3 since the inception
of each fund or portfolio.
ADVISORY FEES PAID BY THESE PORTFOLIOS
IMI is responsible for furnishing or causing to be furnished to each of these
Portfolios investment advice and recommendations, and for supervising the
purchase and sale of securities as directed by appropriate Fund officers. In
addition, IMI is responsible for the administration of each of these Portfolios.
The Portfolios pay IMI an annual fee, computed daily and paid monthly, based on
each Portfolio's average daily net assets, as shown in the Advisory Fee
Schedule.
The investment advisory fees paid by these Portfolios are higher than those paid
by many other funds.
ADVISORY FEE REIMBURSEMENT
IMI will reimburse a Portfolio or waive fees, or both, to the extent that the
Portfolio's normal net operating expenses, including advisory fees but excluding
interest, taxes, brokerage commissions and 12b-1 fees, exceed on an annual basis
the lesser of the most restrictive expense limitation imposed by any state in
which its shares are offered, or 1.50% of the Portfolio's average daily net
assets.
INVESTMENT ADVISER
TAX-EXEMPT, INCOME PLUS, AGGRESSIVE GROWTH, EQUITY-INCOME, TACTICAL ASSET
ALLOCATION AND C.A.S.E. PORTFOLIOS
These Portfolios have each entered into an Advisory Agreement with
InterSecurities, Inc. ("ISI"), whose address is 201 Highland Avenue, Largo,
Florida 34640, to act as its investment adviser. ISI has served as investment
adviser to the Tax-Exempt and Income Plus Portfolios since 1992, the Aggressive
Growth and Equity-Income Portfolios since their inception in December of 1994,
the Tactical Asset Allocation Portfolio since its inception
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in October, 1995 and the C.A.S.E. Portfolio as of February 1, 1996. ISI is an
affiliate of IMI.
ADVISORY FEES PAID BY THESE PORTFOLIOS
ISI is responsible for furnishing or causing to be furnished to each of these
Portfolios investment advice and recommendations, and for supervising the
purchase and sale of securities as directed by appropriate Fund officers. In
addition, ISI is responsible for the administration of each of these Portfolios.
The Portfolios pay ISI an annual fee, computed daily and paid monthly, based on
each Portfolio's net assets, as shown in the Advisory Fee Schedule.
The investment advisory fees paid by these Portfolios are higher than those paid
by many other funds.
No investment advisory fees were paid for the fiscal year ended September 30,
1995 by the Tactical Asset Allocation and C.A.S.E. Portfolios since those
Portfolios had not begun operations as of that date.
ADVISORY FEE REIMBURSEMENT
Pursuant to an expense limitation voluntarily adopted by ISI, ISI will reimburse
a Portfolio or waive fees, or both, to the extent that the Portfolio's normal
net operating expenses, including advisory fees but excluding interest, taxes,
brokerage commissions and 12b-1 fees, exceed on an annual basis the lesser of
the most restrictive expense limitation imposed by any state in which its shares
are offered, or the following percentages of each Portfolio's average daily net
assets: Tax-Exempt Portfolio, .65%; Income Plus Portfolio, 1.25%; Aggressive
Growth and Equity-Income Portfolios, 1.50%; and Tactical Asset Allocation and
C.A.S.E. Portfolios, 2.50% for the first full fiscal year of the Portfolio, and
1.50% thereafter.
No expenses were paid for the fiscal year ended September 30, 1995 by the
Tactical Asset Allocation and C.A.S.E. Portfolios, since those Portfolios had
not begun operations as of that date.
BUSINESS EXPENSES BORNE BY THE PORTFOLIOS
In addition to the investment advisory fee, under their Advisory Agreements, the
Portfolios pay most of their operating costs, including administrative,
bookkeeping and clerical expenses, legal fees, auditing and accounting fees,
shareholder services and transfer agent fees, custodian fees, costs of complying
with federal and state regulations, preparing, printing and distributing reports
to shareholders, non-interested trustees' fees and expenses, interest,
insurance, dues for trade associations and taxes. The Portfolios also pay all
brokerage commissions in connection with portfolio transactions.
OWNERSHIP OF IDEX MANAGEMENT, INC. AND INTERSECURITIES, INC.
Fifty percent (50%) of the outstanding stock of IMI and 100% of the outstanding
stock of ISI, principal underwriter of the Fund's shares, is owned by AUSA
Holding Company
ACTUAL ADVISORY FEE RATIOS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1995
PERCENTAGE OF
AVERAGE DAILY
NET ASSETS
Growth %
Global %
Flexible Income %
Balanced %
Capital Appreciation %
* Net of fees waived by IMI.
TOTAL ACTUAL EXPENSE RATIOS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1995,
INCLUDING THE INVESTMENT ADVISORY FEE.
PERCENTAGE OF AVERAGE DAILY NET ASSETS
CLASS A CLASS C
Growth % %
Global % %
Flexible Income % %
Balanced % %
Capital Appreciation % %
* Net of fees waived by IMI.
(No expenses are shown for Class B shares since that Class of shares was not
offered until October 1, 1995.)
<TABLE>
<CAPTION>
ADVISORY FEE SCHEDULE
CAPITAL FLEXIBLE
AVERAGE DAILY NET ASSETS GROWTH GLOBAL BALANCED APPRECIATION INCOME
<S> <C> <C> <C> <C> <C>
First $750 million 1.00% 1.00% 1.00% 1.00%
the next $250 million 0.90% 0.90% 0.90% 0.90%
over $1 billion 0.85% 0.85% 0.85% 0.85%
First $100 million 0.90%
the next $150 million 0.80%
over $250 million 0.70%
</TABLE>
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("AUSA"). AUSA is a holding company which is wholly owned by AEGON USA, Inc.
("AEGON USA"), a financial services holding company whose primary emphasis is on
life and health insurance and annuity and investment products. AEGON USA is a
wholly owned indirect subsidiary of AEGON nv, a Netherlands corporation and
publicly traded international insurance group. Janus Capital, the sub-adviser of
the Growth, Global, Flexible Income, Balanced and Capital Appreciation
Portfolios, owns the remaining 50% of the outstanding shares of IMI. Kansas City
Southern Industries, Inc., a publicly owned holding company whose primary
subsidiaries are engaged in transportation and financial services, owns
approximately 83% of Janus Capital.
SUB-ADVISERS
Janus Capital, AEGON USA Investment Management, Inc. ("AEGON Management"), Fred
Alger Management, Inc. ("Alger Management"), Luther King Capital Management
Corporation ("Luther King"), Dean Investment Associates ("Dean Investment") and
C.A.S.E. Management, Inc. ("C.A.S.E."), whose functions in managing the
Portfolios are described below, are described in this Prospectus collectively as
the "sub-advisers" and individually as a "sub-adviser."
GROWTH, GLOBAL, FLEXIBLE
INCOME, BALANCED, AND CAPITAL
APPRECIATION PORTFOLIOS
IMI has entered into an Investment Counsel Agreement for each of these
Portfolios with Janus Capital, 100 Fillmore Street, Denver, Colorado 80206.
Janus Capital is a registered investment adviser which serves as the investment
adviser or sub-adviser to other mutual funds and private accounts. Janus Capital
is also sub-adviser to IDEX Fund and IDEX Fund 3 and to certain Portfolios of
the WRL Series Fund, Inc.
Janus Capital provides IMI with investment advice and recommendations for each
Portfolio consistent with that Portfolio's investment objective, policies and
restrictions, and supervises all security purchases and sales on behalf of the
Portfolio, including the negotiation of commissions and the allocation of
principal business and portfolio brokerage. In allocating such portfolio
transactions, Janus Capital may consider research and other services furnished
to it and may place portfolio transactions with broker-dealers that are
affiliated with IMI or Janus Capital. In placing portfolio business with all
dealers, Janus Capital seeks the best execution of each transaction, and all
brokerage placement must be consistent with the Rules of Fair Practice of the
NASD.
While Janus Capital provides portfolio management services, IMI retains
responsibility for the performance of such functions. For its services, Janus
Capital receives 50% of the fees received by IMI under each of the Growth,
Global, Flexible Income, Balanced and Capital Appreciation Portfolios'
respective Advisory Agreements less 50% of any amount reimbursed to the
Portfolio or waived by IMI pursuant to that Portfolio's expense limitation. IMI
may pay additional compensation to Janus Capital under certain circumstances
depending on the level of the aggregate net assets of certain mutual funds in
the IDEX Group of Mutual Funds, as described in the SAI.
PORTFOLIO MANAGERS:
Thomas F. Marsico has served as portfolio manager of the Growth Portfolio since
its inception. Mr. Marsico also serves as co-portfolio manager of other mutual
funds in the IDEX group: IDEX
ACTUAL ADVISORY FEE RATIOS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1995
PERCENTAGE OF
AVERAGE DAILY
NET ASSETS
Tax-Exempt %
Income Plus %
Aggressive Growth %
Equity-Income %
* Net of fees waived by ISI.
TOTAL ACTUAL EXPENSE RATIOS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1995,
INCLUDING THE INVESTMENT ADVISORY FEE:
PERCENTAGE OF
AVERAGE DAILY NET ASSETS
CLASS A CLASS C
Tax-Exempt % %
Income Plus % %
Aggressive Growth % %
Equity-Income % %
* Net of fees waived by ISI.
(No expenses are shown for Class B shares since that Class of shares was not
offered until October 1, 1995.)
<TABLE>
<CAPTION>
ADVISORY FEE SCHEDULE
TACTICAL
TAX- INCOME AGGRESSIVE EQUITY- ASSET
AVERAGE DAILY NET ASSETS EXEMPT PLUS GROWTH INCOME ALLOCATION C.A.S.E
<S> <C> <C> <C> <C> <C> <C>
First $750 million 0.60% 0.60% 1.00% 1.00% 1.00% 1.00%
the next $250 million 0.60% 0.60% 0.90% 0.90% 0.90% 0.90%
over $1 billion 0.60% 0.60% 0.85% 0.85% 0.85% 0.85%
</TABLE>
22
<PAGE>
Fund and IDEX Fund 3. Mr. Marsico is an Executive Vice President of Janus
Investment Fund and has been a Vice President of Janus Capital since 1986.
Scott W. Shoelzel has served as co-portfolio manager of the Growth Portfolio
since 1995. Mr. Schoelzel also serves as co-portfolio manager of other mutual
funds in the IDEX group: IDEX Fund and IDEX Fund 3. Mr. Schoelzel is Vice
President of Janus Capital, where he has been employed since 1994. From 1991 to
1993, Mr. Schoelzel was a portfolio manager with Founders Asset Management,
Denver, Colorado.
Helen Y. Hayes has served as portfolio manager of the Global Portfolio since its
inception. Ms. Hayes is also an Executive Vice President of Janus Investment
Fund and Janus Aspen Series. Ms. Hayes has been employed by Janus Capital since
1987.
Ronald V. Speaker has served as portfolio manager of the Flexible Income
Portfolio since October, 1993, and served as portfolio manager of the Flexible
Income Portfolio's predecessor, IDEX Total Income Trust, since February, 1992.
Mr. Speaker is also an Executive Vice President of Janus Investment Fund and
Janus Aspen Series; he joined Janus Capital as a securities analyst and research
associate in 1986.
James P. Craig has served as portfolio manager of the Balanced Portfolio since
its inception. Mr. Craig is Chief Investment Officer, Vice President and
Director of Janus Capital. He has been active in the investment management
business for 13 years and has managed Janus Fund since 1986, Janus Venture Fund
from its inception in April, 1985 to December, 1993, and Janus Balanced Fund
since December, 1993.
James P. Goff has served as portfolio manager of the Capital Appreciation
Portfolio since its inception. Mr. Goff joined Janus Capital in 1988 and has
managed Janus Enterprise Fund since its inception in September, 1992. He has
co-managed Janus Venture Fund since December, 1993.
TAX-EXEMPT AND INCOME PLUS PORTFOLIOS
AEGON Management, 4333 Edgewood Road N.E., Cedar Rapids, Iowa 52499, serves as
the investment sub-adviser to each of these Portfolios pursuant to an Investment
Counsel Agreement relating to each Portfolio. Each Investment Counsel Agreement
was entered into between ISI and AEGON USA Securities, Inc. ("AEGON
Securities"), formerly known as MidAmerica Management Corporation, which
assigned each Agreement to AEGON Management on September 30, 1992. AEGON
Securities previously served as the investment adviser to each series of AEGON
USA Managed Portfolios, Inc. AEGON Management also serves as sub-adviser to
certain portfolios of the WRL Series Fund, Inc. AEGON Management is a wholly
owned indirect subsidiary of AEGON USA and thus is an affiliate of ISI and IMI.
AEGON Management provides ISI with investment advice and recommendations for
each Portfolio consistent with that Portfolio's investment objective, policies
and restrictions, and supervises all security purchases and sales on behalf of
the Portfolio, including the negotiation of commissions and the allocation of
principal business and portfolio brokerage. In allocating such portfolio
transactions, AEGON Management may consider research and other services
furnished to it and may place portfolio transactions with broker-dealers that
are affiliated with ISI or AEGON Management. In placing portfolio business with
all dealers, AEGON Management seeks the best execution of each transaction, and
all brokerage placement must be consistent with the Rules of Fair Practice of
the NASD.
While AEGON Management provides portfolio management services, ISI retains
responsibility for the performance of such functions. For its services, AEGON
Management receives 50% of the fees received by ISI under the Tax-Exempt and
Income Plus Portfolios' Advisory Agreements less 50% of any amount reimbursed to
that Portfolio or waived by ISI pursuant to that Portfolio's expense limitation.
PORTFOLIO MANAGERS:
Rachel A. Dennis has served as portfolio manager of the Tax-Exempt Portfolio
since its inception. Ms. Dennis is a Vice President of AEGON Management. Ms.
Dennis has been employed by AEGON Management and its affiliates in various
positions since 1977.
David R. Halfpap has served as portfolio manager of the Income Plus Portfolio
since its inception. Mr. Halfpap is also a Senior Vice President of AEGON
Management and has been employed by AEGON Management and its affiliates in
various positions since 1975.
AGGRESSIVE GROWTH PORTFOLIO
Alger Management, 75 Maiden Lane, New York, New York 10038, serves as the
investment sub-adviser to the Aggressive Growth Portfolio pursuant to an
Investment Counsel Agreement relating to the Portfolio. Alger Management, a
registered investment adviser, is a wholly owned subsidiary of Fred Alger &
Company, Incorporated ("Alger, Inc."), which in turn is a wholly-owned
subsidiary of Alger Associates, Inc., a financial services holding company
controlled by Fred M. Alger and David D. Alger. As of September 30, 1995 Alger
Management had approximately $4.8 billion in assets under management for
investment companies and private accounts. Alger Management has served as the
investment sub-adviser to the WRL Series Fund, Inc. Aggressive Growth Portfolio
since its inception in February, 1994.
Alger Management provides ISI with investment advice and recommendations for the
Aggressive Growth Portfolio consistent with that Portfolio's investment
objective, policies and restrictions, and supervises all security purchases and
sales on behalf of the Portfolio, including the negotiation of commissions and
the allocation of principal business and portfolio brokerage. In allocating such
portfolio transactions, Alger Management may consider research and other
services furnished to it. It is anticipated that Alger, Inc., an affiliate of
Alger Management, will serve as the Aggressive Growth Portfolio's broker in
effecting substantially all of the Portfolio's transactions on securities
exchanges and will retain commissions in accordance with certain regulations of
the SEC. In placing portfolio business with all dealers, Alger Management seeks
the best execution of each transaction, and all brokerage placement must be
consistent with the Rules of Fair Practice of the NASD.
23
<PAGE>
While Alger Management provides portfolio management services, ISI retains
responsibility for the performance of such functions. For its services, Alger
Management receives 40% of the fees received by ISI under the Aggressive Growth
Portfolio's Advisory Agreement less 40% of any amount reimbursed to that
Portfolio or waived by ISI pursuant to that Portfolio's expense limitation.
PORTFOLIO MANAGERS:
David Alger has served as portfolio manager of the Aggressive Growth Portfolio
since its inception in December, 1994. Mr. Alger has served as an Executive Vice
President and Director of Research of Alger Management since 1971, and as
President since 1995. He serves as portfolio manager for other mutual funds and
investment accounts managed by Alger Management. Mr. Alger has also served as
the portfolio manager of the WRL Series Fund, Inc. Aggressive Growth Portfolio
since its inception in February, 1994.
EQUITY-INCOME PORTFOLIO
Luther King, 301 Commerce Street, Suite 1600, Fort Worth, Texas 76102, serves as
the investment sub-adviser to the Equity-Income Portfolio pursuant to an
Investment Counsel Agreement relating to the Portfolio. Ultimate control of the
sub-adviser is exercised by J. Luther King, Jr. Luther King is a registered
investment adviser and provides investment management services to accounts of
individual and other institutional investors. Luther King has served as the
investment sub-adviser to the WRL Series Fund, Inc. Equity-Income Portfolio
since its inception in February, 1993.
Luther King provides ISI with investment advice and recommendations for the
Equity-Income Portfolio consistent with that Portfolio's investment objective,
policies and restrictions, and supervises all security purchases and sales
transactions on behalf of the Portfolio, including the negotiation of
commissions and the allocation of principal business and portfolio brokerage. In
allocating such portfolio transactions, Luther King may consider research and
other services furnished to it and may place portfolio transactions with
broker-dealers that are affiliated with ISI or Luther King. In placing portfolio
business with all dealers, Luther King seeks the best execution of each
transaction, and all brokerage placement must be consistent with the Rules of
Fair Practice of the NASD.
While Luther King provides portfolio management services, ISI retains
responsibility for the performance of such functions. For its services, Luther
King receives 40% of the fees received by ISI under the Equity-Income
Portfolio's Advisory Agreement less 40% of any amount reimbursed to that
Portfolio or waived by ISI pursuant to that Portfolio's expense limitation.
PORTFOLIO MANAGERS:
Luther King, Jr., Scot C. Hollmann and John Patrick Clegg have served as
portfolio managers of the Equity-Income Portfolio since its inception. Mr. King
has been President of Luther King since 1979. Mr. Hollmann has served as Vice
President of Luther King since 1983, and Mr. Clegg has served as Vice President
of Luther King since 1991.
TACTICAL ASSET ALLOCATION PORTFOLIO
ISI has entered into an Investment Counsel Agreement for the Tactical Asset
Allocation Portfolio with Dean Investment, a division of C.H. Dean and
Associates, Inc., 2480 Kettering Tower, Dayton, Ohio 45423-2480. Founded in
1972, Dean Investment manages portfolios for individuals and institutional
clients world-wide and provides a full range of investment advisory services,
with more than $3.8 billion in assets under management as of September 30, 1995.
Dean Investment has served as the investment sub-adviser to the WRL Series Fund,
Inc. Tactical Asset Allocation Portfolio since its inception in January, 1995.
Dean Investment provides ISI with investment advice and recommendations for the
Tactical Asset Allocation Portfolio consistent with that Portfolio's investment
objective, policies and restrictions, and supervises all security purchases and
sales on behalf of the Portfolio, including the negotiation of commissions and
the allocation of principal business and portfolio brokerage. In allocating such
portfolio transactions, Dean Investment may consider research and other services
furnished to it and may place portfolio transactions with broker-dealers that
are affiliated with ISI or Dean Investment. In placing portfolio business with
all dealers, Dean Investment seeks the best execution of each transaction, and
all brokerage placement must be consistent with the Rules of Fair Practice of
the NASD.
While Dean Investment provides portfolio management services, ISI retains
responsibility for the performance of such functions. For its services, Dean
Investment receives 40% of the fees received by ISI under the Tactical Asset
Allocation Portfolio's Advisory Agreement less 40% of any amount reimbursed to
that Portfolio or waived by ISI pursuant to that Portfolio's expense limitation.
PORTFOLIO MANAGERS:
John C. Riazzi, CFA, is the Senior Portfolio Manager of the Tactical Asset
Allocation Portfolio. Mr. Riazzi joined Dean Investment in March of 1989. Before
being promoted to Vice President and Director of Consulting Services, Mr. Riazzi
was responsible for client servicing, portfolio execution and trading
operations. Mr. Riazzi has been a member of the Central Investment Committee of
Dean Investment and a Senior Institutional Portfolio Manager for the past four
years.
Arvind Sachdeva, CFA, is the Senior Equity Strategist of the Tactical Asset
Allocation Portfolio. Mr. Sachdeva joined Dean Investment in 1993. Before that,
he had been the Senior Security Analyst and Equity Portfolio Manager for
Carillon Advisers, Inc. from 1985 to 1993. Carillon Advisers, Inc. is an
investment subsidiary of the Union Central Life Insurance Company.
C.A.S.E. PORTFOLIO
C.A.S.E. Management, Inc. ("C.A.S.E."), located at 2255 Glades Road, Suite
221-A, Boca Raton, FL 33431, serves as the investment sub-adviser to the
C.A.S.E. Portfolio pursuant to an Investment Counsel Agreement relating to the
Portfolio. C.A.S.E. is a registered investment advisory firm and a wholly-owned
subsidiary of C.A.S.E., Inc. C.A.S.E., Inc. is indirectly controlled by William
Edward Lange, President and Chief
24
<PAGE>
Executive Officer of the sub-adviser. C.A.S.E. provides investment management
services to financial institutions, high net worth individuals and other
professional money managers. C.A.S.E. has served as the investment sub-adviser
to the WRL Series Fund, Inc. C.A.S.E. Quality Growth, C.A.S.E. Growth & Income
and C.A.S.E. Growth Portfolios since their inception in 1995.
C.A.S.E. provides ISI with investment advice and recommendations for the
C.A.S.E. Portfolio consistent with that Portfolio's investment objective,
policies and restrictions, and supervises all security purchases and sales
transactions on behalf of the Portfolio, including the negotiation of
commissions and the allocation of principal business and portfolio brokerage. In
allocating such portfolio transactions, C.A.S.E. may consider research and other
services furnished to it and may place portfolio transactions with
broker-dealers that are affiliated with ISI or C.A.S.E. In placing portfolio
business with all dealers, C.A.S.E. seeks the best execution of each
transaction, and all brokerage placement must be consistent with the Rules of
Fair Practice of the NASD.
While C.A.S.E. provides portfolio management services, ISI retains
responsibility for the performance of such functions. For its services, C.A.S.E.
receives 40% of the fees received by ISI under the C.A.S.E. Portfolio's Advisory
Agreement less 40% of any amount reimbursed to the Portfolio or waived by ISI
pursuant to that Portfolio's expense limitation.
PORTFOLIO MANAGERS:
The C.A.S.E. Portfolio is managed by a team of investors called the Portfolio
Management Committee. William Edward Lange serves as the head portfolio manager
to the Portfolio Management Committee. Mr. Lange has been President of C.A.S.E.
since 1984.
ADMINISTRATOR
IMI has entered into separate Administrative Services Agreements
("Administrative Agreements") pursuant to which ISI serves as administrator to
the Growth, Global, Flexible Income, Balanced and Capital Appreciation
Portfolios.
Under these Administrative Agreements, ISI provides all services required to
carry on the general administrative and corporate affairs of these Portfolios.
These services include furnishing all executive and managerial personnel, office
space and equipment, arrangements for and supervision of all shareholder
services, federal and state regulatory compliance, and responsibility for
accounting and record keeping.
For its services under an Administrative Agreement, ISI receives 50% of the fees
received by IMI under the corresponding Advisory Agreement. Under certain
circumstances, the amounts payable to ISI under an Administrative Agreement will
be reduced by any additional compensation payable by IMI to Janus Capital, as
described in the SAI.
DISTRIBUTOR AND DISTRIBUTION AND SERVICE PLANS
UNDERWRITING AGREEMENTS
The Fund has entered into an Underwriting Agreement with ISI pursuant to which
ISI serves as principal underwriter and performs services and bears expenses
relating to the offering of Fund shares for sale to the public. ISI also serves
as principal underwriter of IDEX Fund and IDEX Fund 3.
ISI is compensated by each Portfolio for services as distributor and principal
underwriter for Class A, Class B and Class C shares of each Portfolio.
DISTRIBUTION PLANS
ISI may use the fees payable under these plans as it deems appropriate to pay
for activities or expenses primarily intended to result in the sale of the
respective share classes or to service shareholder accounts of the respective
share classes. Expense categories may include, but are not limited to:
compensation to employees of ISI; compensation to and expenses of ISI and other
selected dealers who sell shares or service shareholder accounts; the costs of
printing and distributing prospectuses, statements of additional information and
reports for other than existing shareholders; and the costs of preparing,
printing and distributing sales literature and advertising materials.
Of the distribution and service fees received by ISI for Class A and Class B
shares, ISI currently reallows an annual amount of 0.25% of the average daily
net assets of that Portfolio's Class A or Class B shares to brokers or dealers
that have sold such shares. Of the distribution and service fees received by ISI
for Class C shares, ISI currently reallows the total fees to brokers or dealers
that have sold such Class C shares.
CLASS A SHARE DISTRIBUTION PLAN
As compensation for the expenses borne by ISI and the distribution services
provided, ISI receives the sales charges imposed on Class A shares and reallows
a portion of such charges to brokers or dealers that have sold Class A shares.
ISI may also receive annual service and distribution fees in accordance with the
Plan of Distribution pursuant to Rule 12b-1 under the 1940 Act, adopted with
respect to each class of shares of a Portfolio. Under its Plan of Distribution
for Class A shares, ("Class A Plan"), a Portfolio may pay ISI an annual
distribution fee of up to 0.35%, and an annual service fee of up to 0.25%, of
the average daily net assets of that Portfolio's Class A shares. However, to the
extent that a Portfolio pays service fees, the amount the Portfolio may pay as a
distribution fee is reduced accordingly, so that the total fees payable under
the Class A Plan may not exceed 0.35%, on an annualized basis, of the average
daily net assets of that Portfolio's Class A shares.
CLASS B SHARE DISTRIBUTION PLAN
Under its Plan of Distribution for Class B shares ("Class B Plan"), a Portfolio
may pay ISI an annual distribution fee of up to 0.75%, and an annual service fee
of up to 0.25%, of the average daily net assets of that Portfolio's Class B
shares.
25
<PAGE>
CLASS C SHARE DISTRIBUTION PLAN
Under its Plan of Distribution for Class C shares ("Class C Plan"), a Portfolio
may pay ISI an annual distribution fee of up to 0.75%, and an annual service fee
of up to 0.25%, of the average daily net assets of that Portfolio's Class C
shares. However, the total fee payable pursuant to a Class C Plan may not, on an
annualized basis, exceed 0.90% of the average daily net assets of each
Portfolio, and the Tax-Exempt Portfolio currently intends to limit the total
fees payable pursuant to its Class C Plan to 0.60% of the average daily net
assets of that Portfolio's Class C shares.
MISCELLANEOUS INFORMATION
ORGANIZATION OF THE PORTFOLIOS
Each Portfolio is a series of IDEX II Series Fund ("the Fund"), a Massachusetts
business trust that was formed by a Declaration of Trust dated January 7, 1986
and whose operations are governed by a Restatement of Declaration of Trust dated
as of August 30, 1991 ("Declaration of Trust"). A copy of the Declaration of
Trust is on file with the Secretary of the Commonwealth of Massachusetts. Before
its organization as a series company, the Fund was called IDEX II.
Under Massachusetts law, shareholders of a Massachusetts business trust could,
under certain circumstances, be held personally liable for acts or obligations
of the Fund. The Declaration of Trust contains an express disclaimer of
shareholder liability for acts, obligations or affairs of the Fund. The
Declaration of Trust also provides for indemnification out of Fund assets for
all loss and expense of any shareholder held personally liable by reason of
being or having been a shareholder. Liability is limited to circumstances in
which the Fund itself would be unable to meet its obligations, a possibility
that IDEX believes is remote.
CLASS A, CLASS B AND CLASS C SHARES
The Fund is managed by its Board of Trustees pursuant to the Declaration of
Trust. The Declaration of Trust permits the Board of Trustees to issue an
unlimited number of shares of beneficial interest in the Fund. The shares of
beneficial interest of each Portfolio are currently divided into three classes
in reliance on Rule 18f-3 under the 1940 Act: Class A, Class B, and Class C
shares. Each class represents interests in the same assets of the Portfolio. The
classes differ as follows:
[diamond] Each class of shares has exclusive voting rights on matters
pertaining to its plan of distribution or any other matters appropriately
limited to that class.
[diamond] Class A shares are subject to an initial sales charge, or front-end
load. Class A shares which are not subject to an initial sales charge because of
the size of the purchase are subject to a deferred sales charge if redeemed
during the first year.
[diamond] Class B shares are subject to a contingent deferred sales charge, or
back-end load, at a declining rate.
[diamond] Class C shares are subject to higher ongoing distribution and
service fees than Class A shares, and lower ongoing distribution and service
fees than Class B shares.
Each class may bear differing amounts of certain class-specific expenses. Each
class has a separate exchange privilege. Each share of a series is entitled to
equal voting, dividend, liquidation, and redemption rights, except that due to
the differing expenses borne by the three classes, dividends and liquidation
proceeds of Class B and Class C shares are expected to be lower than for Class A
shares of the same Portfolio.
Class B shares convert automatically into Class A shares of the same Portfolio
eight years after the end of the calendar month in which the shareholder's order
to purchase the share was accepted. The conversion is based on net asset value,
without any sales charge, fee or other charge. The purpose of this conversion is
to relieve the holders of the Class B shares from the higher service and
distribution fees imposed on those shares, after ISI has been substantially
compensated for distribution expenses by those fees.
The Fund does not expect that there will be any conflicts between the interests
of holders of the different classes of shares of the same Portfolio because of
the class structure. The Board of Trustees will consider, if necessary, whether
any such conflict exists; if it does, the Board will take appropriate action to
resolve it.
PERSONAL SECURITIES TRADING
The Fund permits "Access Persons" as defined by Rule 17j-1 of the 1940 Act to
engage in personal securities transactions, subject to the terms of the Code of
Ethics and Insider Trading Policy ("the Policy") which has been adopted by the
Board of Trustees of the Fund pursuant to Rule 17j-1 and other applicable laws.
Pursuant to the Policy, Access Persons must generally pre-clear all personal
securities transactions before trading, and are subject to certain prohibitions
on personal trading.
SHAREHOLDER MEETINGS
The Fund does not intend to hold annual meetings of shareholders, unless
required to do so by the 1940 Act or by the Declaration of Trust. A meeting will
be called for the election of trustees upon the written request of holders of
10% of the outstanding shares of the Fund. Shareholders have neither preemptive
nor cumulative voting rights.
THE TRANSFER AGENT
Idex Investor Services, Inc., P.O. Box 9015, Clearwater, Florida 34618-9015, an
affiliate of IMI and ISI, is the Fund's transfer agent, withholding agent and
dividend paying agent.
THE CUSTODIAN
Investors Fiduciary Trust Company, 127 West 10th Street, Kansas City, Missouri
64105, is custodian of the Fund's assets and serves as custodian for qualified
retirement plans and individual retirement plan accounts investing in the Fund.
However, all correspondence about a shareholder's account should be sent to
IDEX.
SHAREHOLDER INQUIRIES
Inquiries by shareholders about a Portfolio or the Fund or requests for forms
for opening or changing accounts or plans should be made by writing
26
<PAGE>
<TABLE>
<CAPTION>
DISTRIBUTION SCHEDULE
- ---------------------------------------------------------------------------
INCOME CAPITAL GAIN
DISTRIBUTIONS DISTRIBUTIONS
PORTFOLIO MADE MADE*
<S> <C> <C>
Aggressive Growth Semi-annually Annually
Capital Appreciation Semi-annually Annually
Global Semi-annually Annually
Growth Semi-annually Annually
C.A.S.E. Semi-annually Annually
Equity-Income Quarterly Annually
Tactical Asset Allocation Quarterly Annually
Balanced Quarterly Annually
Flexible Income Monthly Annually
Income Plus Monthly Annually
Tax-Exempt Monthly Annually
<FN>
* Capital gain distributions realized during each fiscal year, ending September
30, normally will be declared and paid in the following fiscal year. To avoid
a 4% excise tax on undistributed amounts of ordinary income and capital
gains, as described in the SAI, a Portfolio may, to the extent permitted by
the SEC, pay additional distributions of capital gain in any year and make
additional dividend distributions.
</FN>
</TABLE>
IDEX at P.O. Box 9015, Clearwater, Florida 34618-9015 or calling IDEX
Customer Service at (800) 851-9777.
SHAREHOLDER REPORTS, PROSPECTUSES AND CONSOLIDATED STATEMENTS
The Fund sends annual and semi-annual reports and updated prospectuses to
shareholders. The annual reports contain audited financial statements. To reduce
costs, the Fund will send only one copy of certain mailings to a shareholder who
has more than one account (each with the same taxpayer ID number). Further, two
or more shareholders may elect to receive a consolidated statement and only one
copy of certain mailings for their accounts so long as they share the same
surname and address. Select this option on the New Account Application or by
written request to IDEX.
Additional copies of shareholder reports and prospectuses may be obtained by
calling IDEX Customer Service.
DISTRIBUTIONS AND TAXES
This section discusses how and when the portfolios make distributions to you
from their net earnings and profits, and some of your tax responsibilities
related to such distributions.
INCOME AND CAPITAL GAINS DISTRIBUTIONS
The portfolios pay two kinds of distributions. Ordinary income distributions are
made from fund earnings from interest paid on taxable bonds, dividends paid on
stocks, and other kinds of securities income. Capital gains distributions are
made from gains realized when securities owned by a Portfolio for more than one
year are sold at an amount greater than their cost. Short-term capital gain
distributions (related to securities sold which have been owned one year or
less) are ordinary income, not capital gain, to shareholders.
NOTE: A Portfolio may also realize capital losses.
Income distributions are made at intervals throughout the year, depending on
which Portfolio you own (see the chart above). Capital gains distributions are
generally made once a year.
Dividends and other distributions paid by a Portfolio with respect to its Class
A, Class B, and Class C shares are calculated in the same manner and declared
and paid at the same time. For a complete discussion of Class A, Class B and
Class C share values and expenses, see Shareholder Information and Instructions.
If you buy shares in a non-retirement account on or shortly before the record
date for a dividend or other taxable distribution, you will pay full price for
the shares, then receive some portion of what you paid as a taxable
distribution.
HOW YOU RECEIVE YOUR DISTRIBUTIONS
The Portfolios will automatically reinvest your dividend and capital gain
distributions in additional portfolio shares of the same class you already own,
unless you specify another payment method. See Shareholder Information and
Instructions for complete information about how to receive your distributions.
Requested cash distributions will be paid by direct deposit (via Automated
Clearing House electronic funds transfer ("ACH")), or by check, whichever you
choose on your New Account Application. Dividend checks are usually mailed,
along with a confirmation, on the payable date. The dividend checks will be made
out to the shareholder of record and sent to the address of record. You may
request a different payee or address on the New Account Application. To do so on
an existing account, send a signature guarantee to IDEX.
Any checks which cannot be delivered and are returned to IDEX will be reinvested
in full or fractional shares in your account at the net asset value next
computed after the check has been received by IDEX. To reduce costs to a
Portfolio, checks outstanding and uncashed for over 180 days may be "stop-paid"
and reinvested back into the shareholder/payee's account at the discretion of
IDEX. Cash distributions that total less than $5.00 will be reinvested into the
account.
Note in the chart above that the Flexible Income, the Tax-Exempt and the Income
Plus Portfolios pay income distributions monthly. If you own shares of one or
more of these portfolios, and you choose to have your dividends reinvested, this
reinvestment will take place every month. However, you will receive statements
of these transactions each quarter.
Shareholders may obtain further information or change their dividend or
distribution options any time before the
27
<PAGE>
record date of any dividend or distribution by calling IDEX Customer Service at
(800) 851-9777or writing to IDEX, P.O. Box 9015, Clearwater, FL 34618-9015.
TAX INFORMATION
Each Portfolio is treated as a separate entity for federal tax purposes. Each
Portfolio is a regulated investment company, as defined by Subchapter M of the
Internal Revenue Code of 1986 (the "Code"), as amended.
For each fiscal period, if a Portfolio meets certain requirements of the Code,
the Portfolio does not pay taxes on net income realized from investment
operations to the extent earnings and profits are distributed to shareholders.
Shareholders are responsible for any taxes related to distributions. (See The
Tax-Exempt Portfolio -- Special Considerations, below, for discussion of
tax-exempt distributions; see the SAI for a complete discussion of a mutual fund
as a regulated investment company.)
If a Portfolio declares a dividend or other distribution in October, November or
December payable to shareholders of record on a specified date in such a month,
and if the Portfolio pays the distribution to the shareholders during January of
the following year, then each shareholder will be treated as receiving the
distribution on December 31 of the first year, and the Portfolio will be treated
as having paid the distribution on that date.
"TAXABLE EVENTS" -- WHEN AND HOW YOU OWE TAX RELATED TO YOUR
PORTFOLIO INVESTMENT
SELLING OR EXCHANGING SHARES
When you sell shares, whether you take cash or exchange the shares for shares in
another Portfolio or Fund, it is a "taxable event." For non-retirement plan
accounts, you will owe tax if you realize a taxable gain on the sale or
exchange. On the other hand, if you realize a loss based on your tax basis in
the shares, you may be able to offset that capital loss against capital gain
income you have. If there were any capital gains distributions on the shares,
the loss that is allowed will be treated as a long-term capital loss, to the
extent of the capital gains distributions.
For tax purposes, the cost of a Class A share is generally the per-share price
you paid for your shares (which may include sales charges); the cost of a Class
B or Class C share is the per-share NAV. As a general rule, your gain or loss on
a sale or exchange will be a long-term capital gain or loss if the shares have
been held for more than one year and a short-term capital gain or loss if held
for one year or less. Under current tax law, individuals are subject to a
maximum federal tax rate of 28% on net capital gain.
For most accounts (other than retirement plan accounts which will receive Form
1099-R), IDEX will provide you with your "cost basis" when you sell shares. This
cost basis figure is important. It is figured on the single category average
cost method, and will allow you to determine whether you have gained or lost on
your sale.
You are not required to use this method; in fact, if you have previously sold
shares in a Portfolio and did not use this method to report gain or loss, it is
not available to you for sales of shares in that Portfolio. To determine which
method is most suitable for you, please consult your tax adviser.
NOTE: Please keep all regular account statements to use in conjunction with
average cost information (if received) in order to determine tax gain or loss on
the sale of Portfolio shares.
INCOME TAX OWED ON INCOME DISTRIBUTIONS
Ordinary income distributions from all Portfolios, whether received in cash or
reinvested, are subject to ordinary income tax rates. See the Tax-Exempt
Portfolio - Special Considerations, below.
INCOME TAX OWED ON CAPITAL GAIN DISTRIBUTIONS
As explained above, the Portfolios generally distribute net realized capital
gains, to the extent available, to shareholders once a year. These capital gains
distributions, whether paid in cash or reinvested, are subject to the maximum
capital gains tax rate of 28% -- the same tax rate as if you sell shares and
realize a gain.
If you sell shares in a Portfolio, then buy shares again under the reinvestment
privilege described in Shareholder Information and Instructions, the cost of
shares sold may need to be reduced related to any front-end sales charges you
may have initially paid. See the SAI and consult your tax adviser about these
rules, as well as wash sale provisions of the Internal Revenue Code.
THE TAX-EXEMPT PORTFOLIO -- SPECIAL CONSIDERATIONS
The Tax-Exempt Portfolio intends to continue to qualify to pay "exempt-interest"
dividends. These are distributions from the Portfolio's investment income
attributable to interest on municipal obligations. Exempt-interest dividends are
generally excluded from the calculation of the gross income of recipients for
federal income tax purposes.
The Tax-Exempt Portfolio's principal business is tax-exempt investing. However,
some of its investments or activities may result in taxable income to its
shareholders, or other tax consequences. Possible tax effects include:
ALTERNATIVE MINIMUM TAX. Some securities held by the Tax-Exempt Portfolio may
pay interest which is a tax preference item for purposes of computing the
federal alternative minimum tax for both individuals and corporations. For a
complete discussion of the alternative minimum tax, see the SAI.
TAXABLE INCOME DIVIDENDS. Some securities held by the Tax-Exempt Portfolio may
pay interest that is taxable as ordinary income.
CAPITAL GAINS. Any capital gains distributions from the Tax-Exempt Portfolio are
taxable as capital gains.
SOCIAL SECURITY AND RAILROAD RETIREMENT BENEFITS. Exempt-interest dividends from
the Tax-Exempt Portfolio are included in the calculation of total income for
recipients of Social Security or railroad retirement benefits. As a result,
although the exempt-interest dividends from the Portfolio are still tax-exempt,
they may be figured into the calculation of how much of a recipient's
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<PAGE>
Social Security or railroad retirement income is taxed.
CAPITAL LOSS ALLOWANCE. If shares of a Portfolio that earned exempt-interest
dividends are redeemed at a loss after being held for six months or less, then
part of the loss will be disallowed for income tax purposes, to the extent of
exempt-interest dividends that were earned on the shares. It is anticipated that
this situation could only occur for shareholders in the Tax-Exempt Portfolio.
SOME STATE TAX EXEMPTIONS
In some states, shareholders are not subject to state taxation on distributions
made by a registered investment company that were derived from interest on or
portions of their account value attributed to direct or indirect obligations of
the U.S. government. This exemption generally does not apply to dividends
derived from interest on obligations issued by agencies or instrumentalities of
the U.S. government, or interest earned on repurchase obligations secured by
such obligations or direct obligations of the U.S. government. See Securities in
Which the Portfolios Invest for an explanation of these securities and
transactions.
Since state and local tax rules vary, please consult your tax adviser.
TAX STATEMENTS
Tax forms related to dividends and other distributions paid by a Portfolio are
mailed annually. For most types of accounts, IDEX will report the proceeds of
redemptions to shareholders and the Internal Revenue Service ("IRS") annually.
Average cost basis information on non-retirement plan account redemptions is not
currently reported to the IRS.
TAX WITHHOLDING
Each Portfolio, except the Tax-Exempt Portfolio, is required to withhold 31% of
all dividends, and each Portfolio, including the Tax-Exempt Portfolio, is
required to withhold 31% of capital gains distributions and redemption proceeds,
paid on behalf of any individuals and certain other noncorporate shareholders
who do not furnish the Portfolio with a correct taxpayer identification number.
Withholding from income distributions and capital gain distributions also is
required for shareholders who otherwise are subject to backup withholding
according to the IRS.
NOTE: The foregoing is only a general summary of some of the important federal
tax considerations under current law generally affecting each Portfolio and its
shareholders; see the SAI for further discussion. Because there may be other
federal, state or local tax considerations applicable to a particular
shareholder, shareholders are urged to consult their own tax advisers.
SHAREHOLDER INFORMATION AND INSTRUCTIONS
This section discusses buying, selling, and exchanging shares of a Portfolio;
sales charges and possible waivers and discounts; and general shareholder
account information.
If you need help or additional forms, call IDEX Customer Service at (800)
851-9777 M-F, 8 a.m-7 p.m. ET, or contact your representative.
HOW TO BUY SHARES
1. OPEN AN ACCOUNT
Fill out the New Account Application form included with this
prospectus and send it to IDEX. IRAs require a different
application. To open an IRA, call or write your registered
representative or IDEX for an IRA application. If you already have
an account in an IDEX Fund or Portfolio, you may open an account in
another Portfolio of this Fund with the same account features by
calling or writing to IDEX.
NOTE: You must include your Social Security or other Taxpayer
Identification Number with your application, or your account may be
subject to backup withholding or to involuntary termination.
The Fund reserves the right to reject any purchase.
2. CHOOSE A, B, OR C SHARES
For a complete discussion of A, B, and C shares, and help in
understanding which choice may be best for you, see Which Class of
Shares Should You Buy? below. Be sure to specify which Class of
shares you want to buy.
3. PAY FOR YOUR SHARES
You may buy shares in the following ways:
[diamond] By check, by mail
Make your check payable to IDEX Mutual Funds and send it to
Idex Investor Services, Inc.
P.O. Box 9015
Clearwater, FL 34618-9015 or
201 Highland Avenue
Largo, FL 34640.
[diamond] By automatic investment plan
With an automatic investment plan, you choose to invest a regular
dollar amount, and have that amount deducted from a bank account on
any day between the 3rd and 28th day of each month. Your moneys will
be transferred via ACH. To set up, change or discontinue an
automatic investment plan, call or write IDEX Customer Service.
[diamond] By telephone
Telephone purchases may be set up by calling or writing IDEX
Customer Service, or you may select telephone purchases on your New
Account Application. Funds to pay for telephone orders will be
transferred electronically from your bank account via ACH. See also
Other Information, Telephone Transactions.
[diamond] Through authorized dealers
Orders of at least $1,000 ("confirmed purchases") may be issued
through authorized dealers. If you open a new account through a
dealer, the dealer is responsible for opening your account and
providing your taxpayer ID number. If you already have an IDEX
account, no additional documentation is needed. Dealers may pay for
share orders with Federal funds bank wires by instructing their
29
<PAGE>
banks to wire Federal funds as follows:
NationsBank, N.A.
Tampa, Florida
ABA #063100277
DDA #3601194554
ATTN: Idex Investor Services, Inc.
Confirmed purchase order number(s)
Shareholder's account name(s)
The dealer's bank may charge for a wire transfer. IDEX currently does not charge
for this service.
The Fund generally will not accept initial purchases for less than $500 worth of
shares (including the sales charge in the case of Class A shares). Purchases
through certain plans for regular investment, like the automatic investment plan
described above, do not require a minimum initial investment. If you already own
Portfolio shares and are buying more, the minimum amount is usually $50.
Purchases of shares generally must be "settled" (payment received by the Fund
and shares credited to your account) within three business days from when the
Fund gets your purchase order. Therefore, the Fund must receive your payment
within that time.
PER-SHARE PUBLIC OFFERING PRICE AND NET ASSET VALUE
Public offering price and net asset value ("NAV") per share usually refer to the
purchase price and value of one share of a class of a Portfolio, Class A, Class
B, or Class C, respectively. The public offering price of a Class A share of a
Portfolio is its per share NAV plus the sales charge. With Class B or Class C
shares, there are no up-front sales charges, so the public offering price is
simply the NAV.
Net assets of an entire Portfolio are determined by adding the value of all
securities, receivables and other assets of the Portfolio, and subtracting
liabilities. However, for purposes of shareholder communication, public offering
price and NAV per share usually refer to the purchase price and value of one
share of one class of a Portfolio, respectively.
The number of shares that you buy is determined by the next NAV per share
calculated after IDEX receives and accepts your order to purchase shares. NAV is
determined separately for each class of shares of a Portfolio. Example: If you
buy $1,000 worth of Class B shares of a Portfolio, and the Portfolio's Class B
per-share NAV is $10, you will receive 100 Class B shares of that Portfolio.
The NAV per share of each Class of a Portfolio is determined by the Fund's
custodian on each day that the New York Stock Exchange (the "Exchange") is open,
as of the close of the regular session of business on the Exchange. The Exchange
currently closes at 4:00 p.m. Eastern time each day it is open.
<TABLE>
<CAPTION>
CLASS A SHARE QUANTITY DISCOUNTS
AGGRESSIVE GROWTH PORTFOLIO
CAPITAL APPRECIATION PORTFOLIO
GLOBAL PORTFOLIO
GROWTH PORTFOLIO
C.A.S.E. PORTFOLIO
EQUITY-INCOME PORTFOLIO
TACTICAL ASSET ALLOCATION PORTFOLIO
BALANCED PORTFOLIO
SALES CHARGE REALLOWANCE SALES CHARGE
AS % OF TO DEALERS AS A % AS % OF
AMOUNT OF PURCHASE OFFERING PRICE OF OFFERING PRICE AMOUNT INVESTED
<S> <C> <C> <C>
Less than $50,000 5.50% 4.75% 5.82%
$50,000 but less than $100,000 4.75% 4.00% 4.99%
$100,000 but less than $250,000 3.50% 2.75% 4.44%
$250,000 but less than $500,000 2.75% 2.25% 3.09%
$500,000 but less than $1,000,000 2.00% 1.75% 2.04%
$1,000,000 or more 0.00% 1.00%* 0.00%
<FN>
* This amount is not a charge incurred by shareholders. ISI, at its own
expense, may make the following payments in accordance with its procedures
as may be in effect from time to time: 1.00% of the net asset value of
shares sold in amounts of $1,000,000 but less than $2,500,000; .75% of the
net asset value of shares sold in amounts of $2,500,000 but less than
$4,000,000; .50% of the net asset value of shares sold in amounts of
$4,000,000 but less than $5,000,000; and .25% of the net asset value of
shares sold in amounts of $5,000,000 or more. The privilege of purchasing
Class A shares at net asset value in amounts of $1,000,000 or more is not
available if another net asset value purchase privilege is also applicable.
NOTE: If you redeem Class A shares on which no up-front sales charge was imposed
because you invested $1 million or more during the first 12 months after buying
them, you will pay a deferred sales charge equal to 1%. You do not pay any
deferred sales charge when you redeem any Class A shares if you paid an up-front
sales charge on those shares, regardless of how long you have owned them.
</FN>
</TABLE>
30
<PAGE>
Per share NAV for each share class is determined by dividing the net assets
allocable to that share class by the total number of shares outstanding of that
class.
In determining total net assets and thus, NAV per share, securities and other
portfolio investments are valued at market value. Investments for which
quotations are not readily available are valued at fair value determined in good
faith by the sub-advisers under the supervision of the Board of Trustees. The
different expenses borne by each class of shares will result in different NAVs
and dividends for each Class. The NAV of Class B and Class C shares will
generally be lower than the Class A share NAV of a given Portfolio because Class
B and Class C shares carry higher expenses.
CLASS A SHARES; SALES CHARGES, AVAILABLE DISCOUNTS AND DEALER REALLOWANCES
When you buy Class A shares, you generally pay an up-front sales charge. When
you buy Class A shares you also pay service and distribution fees up to 0.35%
per year throughout your investment. You can reduce the up-front sales charge in
four ways:
[diamond] By investing larger amounts;
[diamond] By investing under a "right of accumulation," which credits your
account for shares you already own in various IDEX portfolios and helps you earn
discounts on new investments;
[diamond] By filing a "letter of intention" to buy enough shares within a 13
month period to qualify for a reduced sales charge; or
[diamond] By investing as part of a qualified group.
You generally pay no sales charge upon redemption of Class A shares. However, if
you pay no up-front sales charge because you are purchasing $1 million or more
of Class A shares, you will pay a deferred sales charge of 1% if you redeem any
of those shares within the first 12 months after buying them. The charge is
assessed on an amount equal to the lesser of the then current market value or
the original cost of the shares being redeemed. No sales charge is imposed on
increases in net asset value above the initial purchase price.
WHAT IS A "DEALER REALLOWANCE"?
IDEX sells its funds both directly and through authorized dealers in the United
States and its territories. Your Portfolio receives the entire NAV of shares
sold. ISI retains the sales charge, then reallows uniform discounts from the
applicable public offering price to all of its dealers -- this is how dealers
are compensated.
From time to time, ISI will create special promotions with dealers, in which
dealers earn larger reallowances in return for selling significant amounts of
shares or in return for certain training services. Sometimes, these dealers may
earn virtually the entire sales charge; at those times, they may be deemed
underwriters as described in the Securities Act of 1933.
Promotions may also involve non-cash incentives such as prizes or merchandise.
Non-cash compensation may also be in the form of attendance at seminars
conducted by ISI, including lodging and travel expenses.
Reallowances may also be given to banks or other financial institutions to
compensate them for their services in connection with Class A share sales and
servicing of shareholder accounts.
ISI may also pay dealers, banks or other institutions from its own funds for
administrative services in connection with larger accounts.
<TABLE>
<CAPTION>
CLASS A SHARE QUANTITY DISCOUNTS
FLEXIBLE INCOME PORTFOLIO
INCOME PLUS PORTFOLIO
TAX-EXEMPT PORTFOLIO
SALES CHARGE REALLOWANCE SALES CHARGE
AS % OF TO DEALERS AS A % AS % OF
AMOUNT OF PURCHASE OFFERING PRICE OF OFFERING PRICE AMOUNT INVESTED
<S> <C> <C> <C>
Less than $50,000 4.75% 4.00% 4.99%
$50,000 but less than $100,000 4.00% 3.25% 4.17%
$100,000 but less than $250,000 3.50% 2.75% 3.36%
$250,000 but less than $500,000 2.25% 1.75% 2.30%
$500,000 but less than $1,000,000 1.25% 1.00% 1.27%
$1,000,000 or more 0.00% 0.50%* 0.00%
<FN>
* This amount is not a charge incurred by shareholders. ISI, at its own
expense, may make the following payments in accordance with its procedures
as may be in effect from time to time: .50% of the net asset value of
shares sold in amounts of $1,000,000 but less than $2,500,000; .35% of the
net asset value of shares sold in amounts of $2,500,000 but less than
$4,000,000; .20% of the net asset value of shares sold in amounts of
$4,000,000 but less than $5,000,000; and .15% of the net asset value of
shares sold in amounts of $5,000,000 or more. The privilege of purchasing
Class A shares at net asset value in amounts of $1,000,000 or more is not
available if another net asset value purchase privilege is also applicable.
NOTE: If you redeem Class A shares on which no up-front sales charge was
imposed because you invested $1 million or more during the first 12 months
after buying them, you will pay a deferred sales charge equal to 1%. You
do not pay any deferred sales charge when you redeem any Class A shares if
you paid an up-front sales charge on those shares, regardless of how long
you have owned them.
</FN>
</TABLE>
31
<PAGE>
DISCOUNTS THROUGH A RIGHT OF ACCUMULATION
If you already own Class A shares of certain IDEX Portfolios, you may be able to
get a sales charge discount when you buy new shares of Portfolios described in
this Prospectus. The value of the shares you already own may be "accumulated"
- --i.e., counted together with the value of the new shares you plan to buy -- to
achieve quantities eligible for discount. Ask your sales representative for
information, or call IDEX Customer Service.
DISCOUNTS THROUGH A LETTER OF INTENTION
You may also earn a sales charge discount on Class A shares by making a written
commitment to invest, within a 13-month period, an amount which qualifies for
discount. This written commitment, called a Letter of Intention ("LOI"), is not
a binding legal obligation.
Shares purchased under the terms of an LOI will be sold at the public offering
price -- NAV plus discounted sales charge -- which applies to the total value of
the shares you commit to buy during the period of the LOI. During this period,
your share purchases are subject to the following rules:
[diamond] The first 5% of the amount that you agree to invest will be placed
in escrow until the LOI is fulfilled or 13 months has expired.
[diamond] Future changes in quantity discounts (breakpoints) will apply to
purchases under the LOI.
[diamond] Sales charge adjustments will be made if you actually buy more or
less than you commit to buy during the period of your LOI.
[diamond] Shares bought up to 90 days before an LOI may be included in your
LOI. The LOI, however, will start on the day of the first purchase that
is included under the LOI.
[diamond] Right of accumulation can apply to an LOI. That is, the current
value of all previous purchases into Class A shares that paid a sales
charge can be counted towards fulfillment of the LOI, but the sales
charges on these previous purchases will not be adjusted.
[diamond] Each LOI investment must be at least 5% of the total commitment.
[diamond] Dividends and capital gains must be reinvested in additional shares.
No cash distributions are allowed under an LOI.
You may elect to invest under an LOI on your New Account Application. For more
information about an LOI, consult your registered representative or call IDEX
Customer Service at (800) 851-9777.
DISCOUNTS AS A QUALIFIED GROUP
Members of a qualified group may purchase Class A shares at a reduced sales
charge applicable to the group within a specified period. IDEX takes into
account the anticipated aggregate amount of purchases by the group of Class A
shares and shares of other IDEX funds with a front-end sales charge. A
"qualified group" is one which (i) has been in existence for more than six
months, (ii) has a purpose other than to acquire shares of the Portfolio or
similar investments and (iii) satisfies uniform criteria that allows IDEX and
other dealers offering Portfolio shares to realize economies of
<TABLE>
<CAPTION>
CLASS B SHARES
CONTINGENT DEFERRED SALES CHARGE
AS A PERCENTAGE OF DOLLAR AMOUNT
YEAR SINCE PURCHASE SUBJECT TO CHARGE*
<S> <C>
First 5%
Second 4%
Third 3%
Fourth 2%
Fifth and sixth 1%
Seventh and later 0%
<FN>
* The charge is assessed on an amount equal to the lesser of the then current
market value or the original cost of the shares being redeemed. No sales
charge is imposed on increases in net asset value above the initial
purchase price.
</FN>
</TABLE>
CLASS B SHARES DEALER REALLOWANCES
GROWTH PORTFOLIO, GLOBAL PORTFOLIO, BALANCED PORTFOLIO, CAPITAL APPRECIATION
PORTFOLIO, AGGRESSIVE GROWTH PORTFOLIO, EQUITY-INCOME PORTFOLIO, TACTICAL ASSET
ALLOCATION PORTFOLIO, C.A.S.E. PORTFOLIO
AMOUNT OF CLASS B SHARES PURCHASED DEALER REALLOWANCE %
Up to $250,000 4.00%
$250,000 to $500,000 2.50%
FLEXIBLE INCOME PORTFOLIO, TAX-EXEMPT PORTFOLIO, INCOME PLUS PORTFOLIO
- --------------------------------------------------------------------------------
AMOUNT OF CLASS B SHARES PURCHASED DEALER REALLOWANCE %
Up to $250,000 3.00%
$250,000 to $500,000 2.00%
NOTE: Class B shares are not sold in amounts over $500,000.
32
<PAGE>
scale. Pension or other employee benefit plan participants may qualify for group
purchases. The Fund reserves the right to modify or terminate this privilege at
any time. For information about qualifying groups, call IDEX Customer Service.
WAIVER OF CLASS A SHARE SALES CHARGES FOR CERTAIN INDIVIDUALS
Class A shares of a Portfolio may be sold without sales charges to:
[diamond] Current or former trustees, trustees emeriti, directors, officers,
full-time employees or sales representatives of the Fund, IMI, Janus
Capital, ISI, AEGON Management, Alger Management, Luther King, Dean
Investment, C.A.S.E., or any of their affiliates;
[diamond] Directors, officers, full-time employees and sales representatives
of any dealer having a sales agreement with ISI;
[diamond] Any trust, pension, profit-sharing or other benefit plan for any of
the foregoing persons;
[diamond] Any members of the family of any of the foregoing persons; or
[diamond] "Wrap" accounts for the benefit of clients of certain
broker-dealers, financial institutions or financial planners, who have
entered into arrangements with the Fund or ISI.
Persons eligible to buy Class A shares at NAV may not impose a sales charge when
they re-sell those shares.
CLASS B SHARES: SALES CHARGES, DEALER REALLOWANCES AND POSSIBLE WAIVERS
When you buy Class B shares, you pay no up-front sales charge. You pay service
and distribution fees up to 1.00% per year throughout your investment. When you
redeem your shares, you may incur a sales charge. This charge decreases year by
year.
The amount subject to sales charge is determined as follows:
[diamond] Distributions (both dividends and capital gains) are not subject to
the sales charge;
[diamond] No sales charge is imposed on any increase in value of your shares;
[diamond] Shares acquired by reinvesting distributions are not subject to the
sales charge;
[diamond] If your shares are worth less than when you bought them, the charge
will be assessed on their current (or lower) value;
[diamond] When you issue a sales order for Class B shares, IDEX always sells
the longest-held shares first, then the next-longest held, and so forth,
until your redemption request is fulfilled.
For the purpose of calculating the contingent deferred sales charge, your
holding period for Class B shares always begins on the first day of the first
month after you pay for them.
Class B shares may not be purchased in individual amounts of more than $500,000.
In addition to the reallowances at the time of sale, dealers begin to earn an
annual service fee of up to 0.25% of average daily net assets on B shares in the
thirteenth month after their sale.
SALES CHARGE WAIVERS ON CLASS B SHARES
The sales charge on Class B shares may be waived in certain circumstances:
[diamond] Following the death of the shareholder;
[diamond] Following the total disability of the shareholder, as determined by
the Social Security Administration. The waiver applies only to shares
held at the time of the determination of the disability;
[diamond] On redemptions made under provisions of the Fund's systematic
withdrawal plan, but limited to 12% annually of the value of the account
on the date the systematic withdrawal plan is established; or
[diamond] After selling Class B shares of one portfolio, if you decide to
reinvest those proceeds within 90 days in Class B shares of another
portfolio, the sales charge on your initial sale will be waived.
See the SAI for complete information about Class B share sales charge waivers.
CLASS C SHARES: SALES CHARGES AND DEALER REALLOWANCES
When you buy Class C shares, you pay no up-front sales charge. Throughout your
investment, you will be charged service and distribution fees of up to 0.90% per
year.
The Tax-Exempt Portfolio intends to limit these fees to no more than 0.60% of
average daily net assets of its Class C shares.
ISI currently pays dealers for sales of Class C shares a distribution fee not to
exceed 0.90% per year of average daily net assets of Class C shares sold by that
dealer.
NOTE: The purpose and function of the contingent deferred sales charge on Class
B shares, and of the annual service and distribution fees on Class B and Class C
shares, are the same as the purpose and function of the up-front
CLASS A CLASS B CLASS C
Up-front sales charge Yes No No
Higher ongoing service and
distribution fees No Yes Yes
Sales Charge on Redemption No Yes* No
Quantity sales charge
discounts available Yes No No
* The redemption charge on Class B shares declines year by year and reaches 0%
after seven years. After eight years, Class B shares convert to A shares,
which are subject to lower ongoing fees.
33
<PAGE>
commission and annual service and distribution fees on Class A shares.
WHICH CLASS OF SHARES SHOULD YOU BUY?
Class A, Class B, and Class C share commissions, dealer reallowances, discounts,
and possible waivers have been explained in the sections above.
Please consult with your registered representative to decide which class of
shares is appropriate for you. Which class makes the most since for you will
depend upon your particular circumstances and investment goals. The Fund
provides three Classes of shares with differing charges so that you can choose
what makes sense in your situation. Some things you should think about:
[diamond] How much you intend to invest. For example, Class A shares have an
initial shares charge, but if you invest more you may get a lower
percentage sales charge or no sales charge at all on Class A shares.
[diamond] How long you intend to keep shares. Class B shares charge a sales
load upon redemption during the first six years, but the amount declines
each year and goes to zero if you keep your shares more than six years.
However, Class A shares on which you pay an up-front sales charge and
Class C shares (that do not have any up-front sales charges) are not
subject to any sales charges when you redeem.
[diamond] Whether you think you will keep your shares long enough that the
higher annual distribution and services fees paid by Class B or Class C
shares will add up to more than the up-front sales charge on Class A
shares, based on the amount you are investing. Remember that if you hold
Class B shares for eight years they automatically become Class A shares
(which have a lower annual distribution and service fee than any other
class of the Fund's shares), without you paying any up-front sales
charge. Class C shares have lower service and distribution charges than
Class B shares, but Class C shares do not convert to Class A shares free
of the sales charge.
NOTE: For a hypothetical comparison of the expenses which you might incur with a
$1,000 investment in Class A, Class B, and Class C shares, see Examples of
Expenses under Summary of Expenses.
Class A, Class B, and Class C shares of a Portfolio represent interests in the
same portfolio of investments. They generally have the same rights. However,
each class of shares bears separate expenses for service and distribution and
other expenses pertaining to that class. Each class of shares has separate
voting rights on its distribution plan, or on any other matters involving only
that class.
Dividends and other distributions are calculated in a similar fashion and paid
at the same time for each class of shares. The per share dividends from net
investment income on Class B and Class C shares are expected to be lower than
those from Class A shares because of Class B and Class C shares' higher
expenses.
HOW TO REDEEM (SELL) SHARES
GENERAL INFORMATION.
You may redeem (sell) your shares at any time at the next determined NAV after
IDEX receives your redemption request. For information about how NAV is
determined, see Per-Share Public Offering Price and Net Asset Value under How to
Buy Shares.
IDEX will normally pay you for your shares within three days of receiving a
valid redemption request. However, if you have purchased the shares by check or
ACH, IDEX must first be sure your payment has cleared. It will, therefore, not
pay for redemptions of this kind until you have owned these shares for at least
15 days.
Your check will be sent by first-class mail. You can pay $20 (by check or
deduction from your account) for overnight delivery, if you wish, and if the
service is available to your account address.
Redemption and repurchase of shares may be suspended or payment postponed during
any period when the Exchange is closed (other then on weekends or customary
holidays) or trading on the Exchanges is restricted, or during a period of an
emergency or other periods during which the SEC permits such suspension.
This section describes selling shares for cash. For other circumstances, see
Redemption of Shares in the SAI.
As described under How to Buy Shares, Class B and certain Class A share sales
will be charged the appropriate contingent deferred sales charge applicable to
certain redemptions.
TO REDEEM SHARES BY MAIL.
Send your redemption request to:
IDEX INVESTOR SERVICES, INC.
ATTENTION: REDEMPTIONS
P.O. BOX 9015
CLEARWATER, FL 34618-9015.
Your redemption request must be signed by the owner(s) of the account, or by a
person authorized to act for the owner(s).
[diamond] Include the name of the Portfolio, the class of shares, the number
of shares or dollar amount of shares to be sold, the account number, and
the name(s) on the account.
[diamond] If you have previously requested share certificates, they must be
returned if you wish to redeem these shares.
[diamond] Your signature may have to be guaranteed. See Signature Guarantees
below.
Evidence of the authority of the person seeking a redemption is required for all
redemptions of shares held in the name of a corporation, a partnership, trust or
fiduciary.
SIGNATURE GUARANTEES.
For your protection, a signature guarantee will be required for the following
transactions:
[diamond] redemption requests larger than $100,000 by check, or larger than
$50,000 by ACH;
[diamond] redemption requests of any size made in an account where the
registration and/or address has been changed in the last 10 days;
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[diamond] redemptions by check made payable to someone other than the name on
the account, and/or sent to an address other than the address of record;
[diamond] redemptions by Federal funds bank wire to a bank that is not
pre-designated on your account;
[diamond] certain requests to change the registered owners of an account; or
[diamond] to change certain arrangements in your existing systematic
withdrawal plan.
This guarantee must be made by a national or state bank, a member firm of a
national stock exchange, or any other eligible guarantor as defined by the SEC.
Notarization is not an acceptable substitute. IDEX may require signature
guarantee for certain other circumstances from time to time.
TO REDEEM SHARES BY TELEPHONE AND RECEIVE YOUR MONEY BY CHECK.
You may redeem shares in amounts up to $50,000 by phone and receive your money
by check unless you have declined this privilege on the New Account Application.
Call (800) 851-9777 to order a phone redemption.
Telephone redemption with payment by check is not allowed:
[diamond] For shares purchased within the past 15 days;
[diamond] For retirement accounts;
[diamond] For shares represented by certificates;
[diamond] In amounts of $50,000 and over; or
[diamond] In accounts where the registration and/or address has been changed
within the past 10 days.
If the account is held in more than one name, IDEX may accept the telephone sale
order of any one account holder. Your registered representative may redeem
shares on your behalf by telephone unless you have declined this privilege on
your New Account Application.
The Fund reserves the right to alter or modify the telephone redemption
privilege. See Other Information --Telephone Transactions for further
information.
TO REDEEM SHARES BY TELEPHONE AND RECEIVE YOUR MONEY ELECTRONICALLY BY ACH OR
BANK WIRE.
You may sell up to $50,000 worth of shares by phone and receive your money by
ACH or Federal funds bank wire to a pre-authorized bank account. To receive this
privilege, complete the appropriate section of the New Account Application. If
you already have an account, and wish to add the electronic payment privilege,
mail a signature guaranteed letter and bank information (usually a voided check)
to IDEX. ACH transfers usually take three banking days. No fee is currently
charged for this service.
Funds sent via Federal funds bank wire usually arrive on the next business day.
Each time you have money wired to your bank account via a Federal funds wire, a
$20 fee will be charged. This amount will be deducted from your account by the
sale of shares. The receiving bank may also charge you a fee. Federal funds wire
transfers require a minimum sale of $1,000.
If you do not have the wire transfer privilege, and do not want to establish it
as a standing privilege on your account, you may still redeem shares and receive
funds to a U.S. bank via Federal funds wire by writing a letter of instruction
to IDEX. A Federal funds wire redemption generally requires a signature
guarantee.
TO REDEEM SHARES THROUGH A REGISTERED DEALER.
You may also place confirmed redemption requests through registered securities
dealers. Some of these dealers use the National Securities Clearing Corporation
("NSCC") electronic order system. It is the responsibility of such dealers to
transmit your sell orders promptly. Payment for these redemption requests will
be made to the dealer within three days after IDEX receives your order, properly
signed, including share certificates and appropriate signature guarantees where
necessary. IDEX reviews all such orders.
TO REDEEM SHARES AUTOMATICALLY, AT REGULAR INTERVALS.
You may establish a systematic withdrawal plan ("SWP") on your New Account
Application or by calling Customer Service and obtaining the forms to do so. To
set up an SWP, you must:
[diamond] Have an account worth at least $10,000;
[diamond] Withdraw only up to 12% annually of the value of your account, if
you own B shares;
[diamond] Withdraw at least $50 with each sale.
You may receive your money via ACH to your bank account or by check to your
address of record.
Withdrawals are normally made seven to 10 days before the first of the month,
although the Fund cannot guarantee that you will receive your money exactly by
the date you select. You may make withdrawals monthly, quarterly, or annually.
Special considerations in using an SWP:
[diamond] If an SWP is established on a new account, the initial disbursement
will not be made within 15 days of the date of your initial purchase.
[diamond] dividends and capital gains distributions on accounts with an active
SWP are usually paid in additional shares of the Portfolio.
[diamond] If the requested payments under an SWP require sale of more shares
than have been credited through the payment of dividends and capital
gains distributions in additional shares, your original investment may be
depleted and ultimately exhausted.
[diamond] Payments under an SWP probably will include some amount of your
original investment and are taxable events.
[diamond] An SWP may not be advantageous to maintain while you simultaneously
buy shares in
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the same portfolio; you'll pay more in sales charges than
you have to.
[diamond] You can change or cancel an SWP at any time by writing or calling
IDEX. An SWP will be terminated when all shares in an account have been
redeemed, or when IDEX receives notice of the account holder's death.
REINVESTMENT PRIVILEGE
If you sell Class A or Class B shares, you may repurchase Class A or Class B
shares in any Portfolio of the same class or the IDEX Fund, in an amount not
more than the amount you sold without incurring a new sales charge. To do this,
you must send a written request to IDEX within 90 days after you sell your
shares. IDEX reserves the right to modify or eliminate this reinvestment
privilege at any time. Exchanging shares is allowed any time, generally without
new sales charges. See How to Exchange Shares, below.
When you exercise this reinvestment privilege:
[diamond] You may reinvest the proceeds of a Class A share sale in Class A
shares without paying the up-front commission;
[diamond] You may reinvest the proceeds of a Class B share sale in Class B
shares, and your new shares will be considered the same age as your old
shares -- i.e., if you sell three-year-old shares and buy new shares, the
new shares will be, effectively, three years old, and therefore subject
to a smaller contingent deferred sales charge;
[diamond] The contingent deferred sales charge you paid when you sold your
Class B shares will also be reinvested in new Class B shares;
[diamond] Alternatively, you may reinvest the proceeds of a Class B share sale
(less the contingent deferred sales charge paid) in Class A shares
without paying the up-front sales charge on these Class A shares.
NOTE: Certain distributions from qualified plans are not eligible for this
privilege.
HOW TO EXCHANGE SHARES
GENERAL INFORMATION.
You may exchange shares of one Fund or Portfolio for shares in the same class of
another Portfolio. No sales charges are imposed at the time of an exchange;
exchanges must be made in amounts of $500 or more. You may exchange Class A
shares for Class A shares, Class B shares for Class B shares, and Class C shares
for Class C shares, among any of the Portfolios in this Fund. Class A shares may
be exchanged for shares in any Funds or Portfolios of the IDEX group which offer
Class A, Class B and Class C shares.
In the case of Class B shares exchanges, the contingent deferred sales charge
will be calculated from the date you bought your original shares -- i.e., your
new shares will be the same age as your old shares, so your sales charge will
not increase.
In addition, you may exchange Class A or Class C shares for any of the three
portfolios of the Cash Equivalent Fund or the California Tax-Exempt Money Market
Fund. Class B shares may be exchanged only for the Cash Equivalent Money Market
Portfolio. See Money Market Fund Exchange Privilege, below.
You automatically have the telephone exchange privilege unless you decline it on
your New Account Application.
Exchanges may be made by mail or by phone. Write or call IDEX Customer Service.
You may exchange all the shares in one account for shares in another account.
All special account features present in the old account, such as Automatic
Investment Plan, Letter of Intention, or Systematic Withdrawal/Exchange Plan,
will be transferred to the new account, unless IDEX is otherwise instructed.
You may exchange part of the shares in one account and open a new account for
new shares in another fund or portfolio. In partial exchanges, all special
account features except Automatic Investment Plan and Systematic
Withdrawal/Exchange Plan will be transferred to the new account, unless IDEX is
otherwise instructed.
Before making an exchange into a fund or portfolio which is new to you, read the
prospectus carefully. Obtain prospectuses by calling or writing IDEX Customer
Service.
The Fund reserves the right to limit exchanges or modify or terminate the
exchange privilege at any time.
TELEPHONE EXCHANGES
Call IDEX Customer Service at (800) 851-9777 to make a telephone exchange. New
shares acquired by phone exchange must be registered in exactly the same name as
the shares sold by phone exchange. No share certificates are available for
shares acquired through a phone exchange. See Other Information -- Telephone
Transactions for more information.
SYSTEMATIC EXCHANGES
You may choose, either on your New Account Application, or by writing IDEX, to
exchange shares of the same class automatically at regular intervals from one
Portfolio to another. All conditions described above under General Information
also apply to systematic exchanges.
New shares acquired by systematic exchange must be registered in exactly the
same name as the shares sold in a systematic exchange. No share certificates are
available for shares acquired through a systematic exchange.
MONEY MARKET FUND EXCHANGE PRIVILEGE
You may make sales charge-free exchanges of at least $500 at NAV from Class A or
Class C shares to any of the three portfolios of the Cash Equivalent Fund or the
California Tax-Exempt Money Market Fund. Class B shares may be exchanged without
sales charge, minimum $500 at NAV, only into the Cash Equivalent Money Market
Portfolio.
You may also sell your shares of any of the Money Market Funds in minimum
amounts of $500 and invest the proceeds in the same class of shares of any of
the other Portfolios.
Sales charges will be made on exchanges from Money Market Funds when you have
originally invested in
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these Money Market Funds, then decided to exchange for shares of a Portfolio in
the Fund.
Systematic exchanges may also be made between the Money Market Funds and the
Portfolios of the Fund. See Systematic Exchanges, above, for conditions.
These Funds (the "Money Market Funds"), which are separately managed by Kemper
Financial Services, Inc., are open-end, diversified money market mutual funds.
Sales of shares in connection with Money Market Fund exchanges will be effected
as of the end of the day when your exchange request is received, if it is
received before 4:00 p.m. Eastern time.
This exchange privilege does not constitute an offering or recommendation of
Money Market Fund shares by the Fund. Before making a Money Market Fund
exchange, you should consider the investment objective of the Money Market Fund
and read its current Prospectus.
You may request a Money Market Fund exchange by writing or calling IDEX Customer
Service.
CLASS B SHARES -- SALES CHARGE DETERMINATION IN MONEY MARKET FUND EXCHANGES.
When you exchange Class B shares of a Portfolio for Class B shares of the Cash
Equivalent Money Market Portfolio, you will not be charged a contingent deferred
sales charge. You will be charged the sales charge if you subsequently sell the
B shares of the Cash Equivalent Money Market Portfolio, but the time you held
the shares of the Cash Equivalent Money Market Portfolio will not count toward
figuring the sales charge.
Similarly, if you exchange Class B shares of the Cash Equivalent Money Market
Portfolio back for Class B shares of a Portfolio of the Fund, no sales charge
will be made. However, when you eventually sell the Class B shares of your
portfolio, you will pay the deferred sales charge, which is determined only for
the time you hold Class B shares in the Fund. The time you held Class B shares
of the Cash Equivalent Money Market Portfolio does not count toward figuring
your ultimate sales charge.
OTHER INFORMATION
MINIMUM ACCOUNT BALANCE.
The Fund may redeem any account in which the balance has fallen below $500 and
there are no share purchases within the past 60 days, unless the account is less
than 24 months old. If the account holds Class B shares, a sales charge will be
deducted from this sale.
The Fund will notify the holder of such an account 60 days before closing it.
After being notified, the account holder may make share purchases to bring the
account above the $500 minimum.
REPURCHASE ARRANGEMENTS.
For the convenience of its shareholders, the Fund has authorized ISI to act as
its agent in the repurchase of Fund shares. This procedure may be terminated at
any time. If you sell your shares to ISI through a dealer, your dealer may
charge you an additional fee.
RETIREMENT PLANS.
Class A, Class B, and Class C shares may be purchased in qualified retirement
plans, including individual retirement accounts (IRAs), 401(k)s, Simplified
Employee Pension Plans (SEP-IRAs), corporate and self-employed pension and
profit sharing plans (Keoghs) and 403(b)(7) programs.
Do not try to open a retirement plan with the application in this prospectus.
These plans require a different application. Call or write IDEX Customer Service
to obtain the application.
Retirement plan accounts ordinarily charged a $12 per year maintenance fee, with
a maximum of $24 a year per taxpayer ID number. However, if your retirement plan
is under custody of Investors Fiduciary Trust Company and your combined
retirement account balances per taxpayer ID number are more than $50,000, there
is generally no fee.
The SAI contains more information about retirement plans. Investors should
consult with their tax advisers about tax-deferral issues in such plans.
TELEPHONE TRANSACTIONS.
The Fund, ISI and IDEX will not be liable for complying with telephone
instructions, and investors will bear the risk of loss. The Fund, ISI and/or
IDEX will employ reasonable procedures to make sure telephone instructions are
genuine. These procedures may include, among others, requiring forms of personal
identification, providing written confirmation of telephone transactions and/or
tape recording telephone orders. If the Fund, ISI and/or IDEX do not employ such
reasonable procedures, they may be held liable for loss due to fraudulent or
unauthorized telephone instructions.
HOW TRANSACTIONS ARE CONFIRMED.
After most every account transaction, except when shares are bought with
reinvested dividends and capital gains distributions and except for automatic
redemptions or purchases via ACH, you will receive a statement. This statement
will show the details of the transaction, the number of shares held in your
account and the transactions since the beginning of the year. You will receive a
quarterly statement which details your dividend reinvestments and capital gain
distributions, as well as your ACH transactions, unless you request otherwise.
HISTORICAL STATEMENTS.
You may order a historical statement covering years before the current year. The
Fund does not charge for this research; however, IDEX reserves the right to make
certain charges to investors to cover administrative costs.
SHARE CERTIFICATES.
Account holders ordinarily do not want share certificates. Shares are normally
recorded on the Fund's books and no certificates are issued. You may, however,
obtain certificates for your shares, with these limitations:
[diamond] No certificates will be issued for fractional shares;
[diamond] No certificates will be issued for accounts holding less than 30
shares, except in connection with sales or transfers of shares from
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other funds when you already hold certificates;
[diamond] Certificates are issued only in the same name as your account;
[diamond] Certificates are not issued for retirements plan accounts with IFTC
as custodian.
If you want certificates representing your shares, you must write to IDEX to
request them. You may return share certificates to IDEX at any time. There may
be a charge for cancelling and replacing lost or stolen share certificates.
Notify IDEX immediately if your certificates are lost or stolen. Remember that
if you ask for a certificate for your shares, you will not be able to redeem or
exchange your shares by telephone. Also, you will have to send your share
certificate to us when you want to redeem or exchange those shares.
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APPENDIX A
BRIEF EXPLANATION OF RATING CATEGORIES
BOND RATING EXPLANATION
STANDARD & POOR'S CORPORATION AAA Highest rating; extremely strong
capacity to pay principal and
interest.
AA High quality; very strong
capacity to pay principal and
interest.
A Strong capacity to pay principal
and interest; somewhat more
susceptible to the adverse
effects of changing circumstances
and economic conditions.
BBB Adequate capacity to pay
principal and interest; normally
exhibit adequate protection
parameters, but adverse economic
conditions or changing
circumstances more likely to lead
to a weakened capacity to pay
principal and interest than for
higher rated bonds.
BB, B, Predominantly speculative with
respect to the issuer's capacity
to meet required interest and
CCC, CC, C principal payments. BB - lowest
degree of speculation; C - the
highest degree of speculation.
Quality and protective
characteristics outweighed by
large uncertainties or major risk
exposure to adverse conditions.
D In default.
MOODY'S INVESTORS SERVICE, INC. Aaa Highest quality, smallest degree
of investment risk.
Aa High quality; together with Aaa
bonds, they compose the high-
grade bond group.
A Upper-medium grade obligations;
many favorable investment
attributes.
Baa Medium-grade obligations; neither
highly protected nor poorly
secured. Interest and principal
appear adequate for the present
but certain protective elements
may be lacking or may be
unreliable over any great length
of time.
Ba More uncertain, with speculative
elements. Protection of interest
and principal payments not well
safeguarded during good and bad
times.
B Lack characteristics of desirable
investment; potentially low
assurance of timely interest and
principal payments or maintenance
of other contract terms over
time.
Caa Poor standing, may be in default;
elements of danger with respect
to principal or interest
payments.
Ca Speculative in a high degree;
could be in default or have other
marked shortcomings.
C Lowest-rated; extremely poor
prospects of ever attaining
investment standing.
SECURITIES HOLDINGS BY RATING CATEGORY
During the fiscal period ended September 30, 1995, the percentage of
securities holdings by rating category based upon a weighted average
was:
BONDS- S&P RATING FLEXIBLE INCOME PORTFOLIO INCOME PLUS PORTFOLIO
AAA 12.6% -%
AA 3.7% 2.8%
A 11.4% 1.7%
BBB 27.1% 44.2%
BB 13.1% 14.6%
B 28.0% 18.7%
CCC -% -%
CC -% -%
C -% -%
Preferred Stock -% 0.5%
Cash, Equivalents and Assets
Less Liabilities 4.1% 17.5%
TOTAL 100% 100%
No other Fund held 5% or more of its assets in bonds rated below investment
grade, including unrated bonds deemed to be the equivalent of noninvestment
grade securities, for the fiscal period ended September 30, 1995. Unrated
securities and securities that have received different ratings from more than
one agency will be treated as noninvestment grade securities unless the
portfolio manager determines that such securities are the equivalent of
investment grade securities.
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APPENDIX B
GLOSSARY OF INVESTMENT TERMS
This glossary provides a more detailed description of the types of securities in
which the Portfolios may invest. The Portfolios may invest in these securities
to the extent permitted by their investment objectives and policies. The
Portfolios are not limited by this discussion and may invest in ANY type of
security unless precluded by the policies discussed elsewhere in this Prospectus
or in the SAI.
1. EQUITY AND DEBT SECURITIES
BONDS ARE DEBT SECURITIES issued by a company, municipality or government
agency. The issuer of a bond is required to pay the holder the amount of the
loan (or par value) at a specified maturity and to make scheduled interest
payments.
CERTIFICATES OF PARTICIPATION ("COPS") are certificates representing an interest
in a pool of securities. Holders are entitled to a proportionate interest in the
underlying securities. Municipal lease obligations are often sold in the form of
COPs. See "Municipal lease obligations" below.
COMMERCIAL PAPER is a short-term debt obligation with a maturity ranging from 1
to 270 days issued by banks, corporations and other borrowers to investors
seeking to invest idle cash. The Portfolios may purchase commercial paper issued
under Section 4(2) of the Securities Act of 1933. The Portfolios may determine
that such securities are liquid under guidelines established by the Trustees.
COMMON STOCK represents a share of ownership in a company and usually carries
voting rights and earns dividends. Unlike preferred stock, dividends on common
stock are not fixed but are declared at the discretion of the issuer's board of
directors.
CONVERTIBLE SECURITIES are preferred stocks or bonds that pay a fixed dividend
or interest payment and are convertible into common stock at a specified price
or conversion ratio.
DEPOSITARY RECEIPTS are receipts for shares of a foreign-based corporation that
entitle the holder to dividends and capital gains on the underlying security.
Receipts include those issued by domestic banks (American Depositary Receipts),
foreign banks (Global or European Depositary Receipts) and broker-dealers
(depositary shares).
FIXED-INCOME SECURITIES are securities that pay a fixed rate of return. The term
generally includes short- and long-term government, corporate and municipal
obligations that pay a fixed rate of interest or coupons for a specified period
of time and preferred stock, which pays fixed dividends. Coupon and dividend
rates may be fixed for the life of the issue or, in the case of adjustable and
floating rate securities, for a shorter period.
HIGH-YIELD/HIGH-RISK BONDS are securities that are rated below investment grade
by the primary rating agencies (BB or lower by Standard & Poor's and Ba or lower
by Moody's). Other terms commonly used to describe such securities include
"lower rated bonds," "non-investment grade bonds" and "junk bonds."
INDUSTRIAL DEVELOPMENT BONDS are revenue bonds that are issued by a public
authority but which may be backed only by the credit and security of a private
issuer and may involve greater credit risk. See "Municipal securities" below.
MORTGAGE- AND ASSET-BACKED SECURITIES are shares in an organized pool of
mortgages or other debt. These securities are generally pass-through securities,
which means that principal and interest payments on the underlying securities
(less servicing fees) are passed through to shareholders on a pro rata basis.
These securities involve prepayment risk, which is the risk that the underlying
mortgages or other debt may be refinanced or paid off prior to their maturities
during periods of declining interest rates. In that case, a portfolio manager
may have to reinvest the proceeds from the securities at a lower rate. Potential
market gains on a security subject to prepayment risk may be more limited than
potential market gains on a comparable security that is not subject to
prepayment risk.
MUNICIPAL LEASE OBLIGATIONS are revenue bonds backed by leases or installment
purchase contracts for property or equipment. Lease obligations may not be
backed by the issuing municipality's credit and may involve risks not normally
associated with general obligation bonds and other revenue bonds. For example,
their interest may become taxable if the lease is assigned and the holders may
incur losses if the issuer does not appropriate funds for the lease payments on
an annual basis, which may result in termination of the lease and possible
default.
MUNICIPAL SECURITIES are bonds or notes issued by a U.S. state or political
subdivision. A municipal security may be a general obligation backed by the full
faith and credit (i.e., the borrowing and taxing power) of a municipality or a
revenue obligation paid out of the revenues of a designated project, facility or
revenue source.
PASSIVE FOREIGN INVESTMENT COMPANIES (PFICS) are foreign investment funds or
trusts. In addition to bearing their proportionate share of a Portfolio's
expenses, shareholders may indirectly bear similar expenses of PFICs and similar
trusts.
PREFERRED STOCK is a class of stock that generally pays dividends at a specified
rate and has preference over common stock in the payment of dividends and
liquidation. Preferred stock generally does not carry voting rights.
REPURCHASE AGREEMENTS involve the purchase of a security by a Portfolio and a
simultaneous agreement by a bank or dealer to repurchase the security from the
Portfolio at a specified date or upon demand. This technique offers a method of
earning income on idle cash. These securities involve the risk that the seller
will fail to repurchase the security, as agreed. In that case, a Portfolio will
bear the risk of market value fluctuations until the security can be sold and
may encounter delays and incur costs in liquidating the security.
REVERSE REPURCHASE agreements involve the sale of a security by a
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Portfolio to another party (generally a bank or dealer) in return for cash and
an agreement by the Portfolio to buy the security back at a specified price and
time. This technique may be used to provide cash to satisfy unusually high
redemption requests or for other temporary or emergency purposes.
STANDBY COMMITMENTS are obligations purchased by a Portfolio from a dealer that
give the Portfolio the option to sell a security to the dealer at a specified
price.
TENDER OPTION BONDS are generally long-term securities that have been coupled
with an option to tender the securities to a bank, broker-dealer or other
financial institution at periodic intervals and receive the face value of the
bond. This type of security is commonly used as a means of enhancing the
liquidity of municipal securities.
U.S. GOVERNMENT SECURITIES include direct obligations of the U.S. government
that are supported by its full faith and credit. Treasury bills have initial
maturities of less than one year, Treasury notes have initial maturities of one
to ten years and Treasury bonds may be issued with any maturity but generally
have maturities of at least ten years. U.S. government securities also include
indirect obligations of the U.S. government that are issued by federal agencies
and government sponsored entities. Unlike Treasury securities, agency securities
generally are not backed by the full faith and credit of the U.S. government.
Some agency securities are supported by the right of the issuer to borrow from
the Treasury, others are supported by the discretionary authority of the U.S.
government to purchase the agency's obligations and others are supported only by
the credit of the sponsoring agency.
WARRANTS are securities, typically issued with preferred stock or bonds, that
give the holder the right to buy a proportionate amount of common stock at a
specified price, usually at a price that is higher than the market price at the
time of issuance of the warrant. The right may last for a period of years or
indefinitely.
WHEN-ISSUED, DELAYED DELIVERY AND FORWARD TRANSACTIONS generally involve the
purchase of a security with payment and delivery due at some time in the future
(i.e., beyond normal settlement). The Portfolios do not earn interest on such
securities until settlement and bear the risk of market value fluctuations in
between the purchase and settlement dates. New issues of stocks and bonds,
private placements and U.S. government securities may be sold in this manner.
ZERO COUPON BONDS are debt securities that do not pay regular interest at
regular intervals, but are issued at a significant discount from face value. The
discount approximates the total amount of interest the security will accrue from
the date of issuance to maturity. Strips are debt securities that are stripped
of their interest (usually by a financial intermediary) after the securities are
issued. The market value of these securities generally fluctuates more in
response to changes in interest rates than interest-paying securities of
comparable maturity.
II. FUTURES, OPTIONS AND OTHER DERIVATIVES
FUTURES CONTRACTS are contracts that obligate the buyer to receive and the
seller to deliver an instrument or money at a specified price on a specified
date. The Portfolios may buy and sell futures contracts on foreign currencies,
securities and financial indices including interest rates or an index of U.S.
government, foreign government, equity or fixed-income securities. An option on
a futures contract gives the buyer the right, but not the obligation, to buy or
sell a futures contract at a specified price on or before a specified date.
Futures contracts and options on futures are standardized and traded on
designated exchanges.
INDEXED/STRUCTURED SECURITIES are typically short- to intermediate-term debt
securities whose value at maturity or interest rate is linked to currencies,
interest rates, equity securities, indices or other financial indicators. Such
securities may be positively or negatively indexed (i.e. their value may
increase or decrease if the reference index or instrument appreciates). Indexed/
structured securities may have return characteristics similar to direct
investments in the underlying instruments and may be more volatile than the
underlying instruments. A Portfolio bears the market risk of an investment in
the underlying instruments, as well as the credit risk of the issuer.
INVERSE FLOATERS are debt instruments whose interest rate bears an inverse
relationship to the interest rate on another instrument.
OPTIONS are the right, but not the obligation, to buy or sell a specified amount
of securities or other assets on or before a fixed date at a predetermined
price. The Portfolios may purchase and write put and call options on securities,
securities indices and foreign currencies. A put option gives the holder the
right, upon payment of a premium, to deliver a specified amount of a security
to the writer of the option on or before a fixed date at a predetermined price.
A call option gives the holder the right, upon payment of a premium, to call
upon the writer to deliver a specified amount of a security on or before a
fixed date at a predetermined price.
FORWARD CONTRACTS are contracts to purchase or sell a specified amount of
property for an agreed upon price at a specified time. Forward contracts are not
currently exchange traded and are typically negotiated on an individual basis.
The Portfolios may enter into forward currency contracts to hedge against
declines in the value of non-dollar denominated securities or to reduce the
impact of currency appreciation on purchases of nondollar denominated
securities. They may also enter into forward contracts to purchase or sell
securities or other financial indices.
INTEREST RATE SWAPS involve the exchange by two parties of their respective
commitments to pay or receive interest (e.g., an exchange of floating rate
payments for fixed rate payments).
41
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IDEX II AGGRESSIVE GROWTH PORTFOLIO
IDEX II CAPITAL APPRECIATION PORTFOLIO
IDEX II GLOBAL PORTFOLIO
IDEX II GROWTH PORTFOLIO
IDEX II C.A.S.E. PORTFOLIO
IDEX II EQUITY-INCOME PORTFOLIO
IDEX II TACTICAL ASSET ALLOCATION PORTFOLIO
IDEX II BALANCED PORTFOLIO
IDEX II FLEXIBLE INCOME PORTFOLIO
IDEX II INCOME PLUS PORTFOLIO
IDEX II TAX-EXEMPT PORTFOLIO
STATEMENT OF ADDITIONAL INFORMATION
February 1, 1996
IDEX II SERIES FUND
201 Highland Avenue
Largo, Florida 34640
Shareholder Services (800) 851-9777
IDEX II Aggressive Growth Portfolio, IDEX II Capital Appreciation
Portfolio, IDEX II Global Portfolio, IDEX II Growth Portfolio, IDEX II C.A.S.E.
Portfolio, IDEX II Equity-Income Portfolio, IDEX II Tactical Asset Allocation
Portfolio, IDEX II Balanced Portfolio, IDEX II Flexible Income Portfolio, IDEX
II Income Plus Portfolio (formerly known as IDEX II High Yield Portfolio) and
IDEX II Tax-Exempt Portfolio (each a "Portfolio" and collectively, the
"Portfolios") are series of IDEX II Series Fund (the "Fund"), an open-end
management investment company that offers a selection of investment portfolios.
All Portfolios other than the Capital Appreciation Portfolio are diversified,
while the Capital Appreciation Portfolio is nondiversified. IDEX II Aggressive
Growth Portfolio seeks long-term capital appreciation. IDEX II C.A.S.E.
Portfolio seeks annual growth of capital through investments in companies whose
management, financial resources and fundamentals appear attractive on a scale
measured against each company's present value. IDEX II Capital Appreciation
Portfolio seeks long-term growth of capital in a manner consistent with the
preservation of capital by emphasizing investments in common stocks of companies
by normally investing at least 50% of its equity assets in securities issued by
medium-sized companies as described in the Prospectus. IDEX II Global Portfolio
seeks long-term growth of capital in a manner consistent with preservation of
capital, primarily through investments in common stocks of foreign and domestic
issuers. IDEX II Growth Portfolio seeks only growth of capital. IDEX II
Equity-Income Portfolio seeks to provide current income, long-term growth of
income and capital appreciation. IDEX II Tactical Asset Allocation Portfolio
seeks preservation of capital and competitive investment returns. IDEX II
Balanced Portfolio seeks long-term capital growth, consistent with preservation
of capital and balanced by current income. IDEX II Flexible Income Portfolio
seeks to obtain maximum total return for its shareholders, consistent with
preservation of capital, by actively managing a portfolio of income-producing
securities. IDEX II Income Plus Portfolio seeks to provide as high a level of
current income as is consistent with the avoidance of excessive risk. IDEX II
Tax-Exempt Portfolio seeks to provide maximum current interest income exempt
from federal income tax in a manner consistent with preservation of capital.
This Statement of Additional Information is not a Prospectus, and
should be read in conjunction with the Prospectus dated February 1, 1996 which
may be obtained free of charge by writing or calling the Fund at the above
address or telephone number. This Statement of Additional Information contains
additional and more detailed information about each Portfolio's operations and
activities than that set forth in the Prospectus.
ISF00065-2/96
<PAGE>
<TABLE>
<CAPTION>
IDEX II SERIES FUND
STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
<S> <C>
INVESTMENT OBJECTIVES.....................................................................................................4
Investment Restrictions, Policies and Practices..................................................................4
INVESTMENT RESTRICTIONS, POLICIES AND PRACTICES...........................................................................4
Investment Restrictions of IDEX II Aggressive Growth Portfolio...................................................4
Investment Restrictions of IDEX II Capital Appreciation Portfolio and IDEX II Balanced Portfolio.................5
Investment Restrictions of IDEX II Global Portfolio..............................................................7
Investment Restrictions of IDEX II Growth Portfolio and IDEX II Flexible Income Portfolio........................8
Investment Restrictions of IDEX II C.A.S.E. Portfolio...........................................................10
Investment Restrictions of IDEX II Equity-Income Portfolio......................................................12
Investment Restrictions of IDEX II Tactical Asset Allocation Portfolio..........................................13
Investment Restrictions of IDEX II Income Plus Portfolio........................................................15
Investment Restrictions of IDEX II Tax-Exempt Portfolio.........................................................16
OTHER POLICIES AND PRACTICES OF THE PORTFOLIOS...........................................................................18
Futures, Options and Other Derivative Instruments...............................................................18
Futures Contracts......................................................................................18
Options on Futures Contracts...........................................................................20
Options on Securities..................................................................................21
Options on Foreign Currencies..........................................................................24
Forward Contracts......................................................................................25
Swaps and Swap-Related Products........................................................................26
Eurodollar Instruments.................................................................................27
Special Investment Considerations and Risks............................................................27
Additional Risks of Options on Foreign Currencies, Forward Contracts and Foreign Instruments...........27
Other Investment Companies.....................................................................................28
Zero Coupon, Pay-In-Kind and Step Coupon Securities.............................................................28
Income-Producing Securities.....................................................................................29
Lending of Portfolio Securities.................................................................................30
Illiquid Securities.............................................................................................30
Repurchase and Reverse Repurchase Agreements....................................................................30
Pass-through Securities. .......................................................................................31
High-Yield/High-Risk Bonds......................................................................................32
Warrants and Rights.............................................................................................32
U.S. Government Securities......................................................................................32
Portfolio Turnover..............................................................................................33
INVESTMENT ADVISORY AND OTHER SERVICES...................................................................................33
Growth, Global, Flexible Income, Balanced and Capital Appreciation Portfolios...................................33
Tax-Exempt, Income Plus, Aggressive Growth, Equity-Income, Tactical Asset Allocation and C.A.S.E. Portfolios....36
Additional Investment Advisory or Sub-Advisory Services Provided by the Sub-Advisers............................37
DISTRIBUTOR..............................................................................................................38
ADMINISTRATIVE SERVICES..................................................................................................38
CUSTODIAN, TRANSFER AGENT AND OTHER AFFILIATES...........................................................................39
i
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PORTFOLIO TRANSACTIONS AND BROKERAGE.....................................................................................40
TRUSTEES AND OFFICERS....................................................................................................41
PURCHASE OF SHARES.......................................................................................................45
DISTRIBUTION PLANS.......................................................................................................45
NET ASSET VALUE DETERMINATION............................................................................................49
DIVIDENDS AND OTHER DISTRIBUTIONS........................................................................................51
SHAREHOLDER ACCOUNTS.....................................................................................................51
RETIREMENT PLANS.........................................................................................................51
REDEMPTION OF SHARES.....................................................................................................51
TAXES....................................................................................................................52
PRINCIPAL SHAREHOLDERS...................................................................................................53
MISCELLANEOUS............................................................................................................54
Organization....................................................................................................54
Shares of Beneficial Interest...................................................................................54
Legal Counsel and Auditors......................................................................................54
Registration Statement..........................................................................................54
PERFORMANCE INFORMATION..................................................................................................55
FINANCIAL STATEMENTS.....................................................................................................57
APPENDIX A
CERTAIN SECURITIES IN WHICH THE PORTFOLIOS MAY INVEST....................................................................58
</TABLE>
ii
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INVESTMENT OBJECTIVES
The Prospectus discusses the investment objective of each Portfolio,
the types of securities in which each Portfolio will invest and the policies and
practices of each Portfolio. The following discussion of Investment
Restrictions, Policies and Practices supplements that set forth in the
Prospectus.
There can be no assurance that a Portfolio will, in fact, achieve its
objective. A Portfolio's investment objective may be changed by the Board of
Trustees without shareholder approval. A change in the investment objective of a
Portfolio may result in the Portfolio having an investment objective different
from that which the shareholder deemed appropriate at the time of investment. A
Portfolio will not change its objective without 30 days prior notice to its
shareholders nor will it charge shareholders an exchange fee or redemption fee
after such notice and prior to the expiration of such 30 day notice period.
However, should a shareholder decide to redeem Portfolio shares because of a
change in the objective, the shareholder may realize a taxable gain or loss.
INVESTMENT RESTRICTIONS, POLICIES AND PRACTICES
As indicated in the Prospectus, each Portfolio is subject to certain
fundamental policies and restrictions which as such may not be changed without
shareholder approval. Shareholder approval would be the approval by the lesser
of (i) more than 50% of the outstanding voting securities of a Portfolio, or
(ii) 67% or more of the voting securities present at a meeting if the holders of
more than 50% of the outstanding voting securities of a Portfolio are present or
represented by proxy.
INVESTMENT RESTRICTIONS OF IDEX II AGGRESSIVE GROWTH PORTFOLIO
IDEX II Aggressive Growth Portfolio may not, as a matter of fundamental policy:
1. With respect to 75% of the Portfolio's total assets, purchase the
securities of any one issuer (other than government securities as defined in the
1940 Act) if immediately after and as a result of such purchase (a) the value of
the holdings of the Portfolio in the securities of such issuer exceeds 5% of the
value of the Portfolio's total assets, or (b) the Portfolio owns more than 10%
of the outstanding voting securities of any one class of securities of such
issuer;
2. Purchase any securities that would cause more than 25% of the value of
the Portfolio's total assets to be invested in the securities of issuers
conducting their principal business activities in the same industry; provided
that there shall be no limit on the purchase of U.S. government securities;
3. Purchase or sell real estate or real estate limited partnerships, except
that the Portfolio may purchase and sell securities secured by real estate,
mortgages or interests therein and securities that are issued by companies that
invest or deal in real estate;
4. Invest in commodities, except that the Portfolio may purchase or sell
stock index futures contracts and related options thereon if thereafter no more
than 5% of its total assets are invested in aggregate initial margin and
premiums;
5. Make loans to others, except through purchasing qualified debt
obligations, lending portfolio securities or entering into repurchase
agreements; and
6. Act as an underwriter of securities issued by others, except to the
extent that it may be deemed an underwriter in connection with the disposition
of its portfolio securities.
Furthermore, the Portfolio has adopted the following non-fundamental
investment restrictions which may be changed by the Board of Trustees of the
Fund without shareholder approval:
(A) The Portfolio may not invest in warrants, except that the Portfolio may
invest in warrants if, as a result, the investments (valued at the lower of cost
or market) would not exceed 5% of the value of the Portfolio's net assets, of
which not more than 2% of the Portfolio's net assets may be invested in warrants
not listed on a recognized domestic stock exchange. Warrants acquired by the
Portfolio as part of a unit or attached to securities at the time of acquisition
are not subject to this limitation;
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(B) The Portfolio may not sell securities short or purchase securities on
margin, except that the Portfolio may obtain any short-term credit necessary for
the clearance of purchases and sales of securities. These restrictions shall not
apply to transactions involving selling securities "short against the box";
(C) The Portfolio may not pledge, hypothecate, mortgage or otherwise
encumber more than 15% of the value of the Portfolio's total assets except in
connection with borrowings described in H below. These restrictions shall not
apply to transactions involving reverse repurchase agreements or the purchase of
securities subject to firm commitment agreements or on a when-issued basis;
(D) The Portfolio may not purchase securities, including securities of
issuers which are not readily marketable, of any issuer (other than U.S.
government agencies and instrumentalities or instruments guaranteed by an entity
with a record of more than three years' continuous operation, including that of
predecessors) with a record of less than three years' continuous operation
(including that of predecessors) if such purchase would cause the cost of the
Portfolio's investments in all such issuers to exceed 5% of the Portfolio's
total assets taken at market value at the time of such purchase;
(E) The Portfolio may not invest directly in oil, gas, or other mineral
development or exploration programs or leases; however, the Portfolio may own
debt or equity securities of companies engaged in those businesses;
(F) The Portfolio may not invest in securities of other investment
companies, except as it may be acquired as part of a merger, consolidation,
reorganization, acquisition of assets or offer of exchange;
(G) The Portfolio may not purchase or retain the securities of any issuer
if any of the officers or directors of the Portfolio or investment adviser
individually owns more than 0.5% of the outstanding securities of the issuer and
together they own beneficially more than 5% of the securities;
(H) The Portfolio may not borrow money, except that the Portfolio may
borrow from banks for investment purposes as set forth in the Prospectus and may
also engage in reverse repurchase agreements. Immediately after any borrowing,
including reverse repurchase agreements, the Portfolio will maintain asset
coverage of not less than 300% with respect to all borrowings;
(I) The Portfolio may not invest in companies for the purpose of
exercising control or management;
(J) The Portfolio may not invest more than 15% of its net assets in
illiquid securities. This does not include securities eligible for resale
pursuant to Rule 144A under the Securities Act of 1933 or any successor to such
Rule, Section 4(2) commercial paper or any other securities as to which the
Board of Trustees has made a determination as to liquidity, as permitted under
the 1940 Act; and
(K) The Portfolio may not issue senior securities, except that the
Portfolio may borrow from banks for investment purposes so long as the Portfolio
maintains the required coverage.
INVESTMENT RESTRICTIONS OF IDEX II CAPITAL APPRECIATION PORTFOLIO AND
IDEX II BALANCED PORTFOLIO
IDEX II Capital Appreciation Portfolio and IDEX II Balanced Portfolio may not,
as a matter of fundamental policy:
1. With respect to 75% of its total assets in the case of the Balanced
Portfolio and 50% of its total assets in the case of the Capital Appreciation
Portfolio, purchase the securities of any one issuer (except cash items and
"government securities" as defined under the Investment Company Act of 1940, as
amended (the "1940 Act")), if immediately after and as a result of such purchase
the value of the holdings of the Portfolio in the securities of such issuer
exceeds 5% of the value of such Portfolio's total assets or the Portfolio owns
more than 10% of the outstanding voting securities of such issuer. With respect
to the remaining 50% of the value of its total assets, IDEX II Capital
Appreciation Portfolio may invest in the securities of as few as two issuers;
2. Invest more than 25% of the value of its assets in any particular
industry (other than U.S. government securities);
3. Invest directly in real estate or interests in real estate; however,
a Portfolio may own debt or equity securities issued by companies engaged in
those businesses;
2
<PAGE>
4. Purchase or sell physical commodities other than foreign currencies
unless acquired as a result of ownership of securities (but this limitation
shall not prevent a Portfolio from purchasing or selling options, futures, swaps
and forward contracts or from investing in securities or other instruments
backed by physical commodities);
5. Lend any security or make any other loan if, as a result, more than 25%
of its total assets would be lent to other parties (but this limitation does not
apply to purchases of commercial paper, debt securities or repurchase
agreements); and
6. Act as underwriter of securities issued by others, except to the extent
that a Portfolio may be deemed an underwriter in connection with the disposition
of portfolio securities of that Portfolio.
Furthermore, the Capital Appreciation Portfolio and the Balanced
Portfolio have adopted the following non-fundamental investment restrictions
which may be changed by the Board of Trustees without shareholder approval:
(A) The Portfolio's investment in warrants, valued at the lower of cost or
market value may not exceed 5% of the value of its net assets. Included within
that amount, but not to exceed 2% of the value of its net assets, may be
warrants that are not listed on the New York or American Stock Exchange.
Warrants acquired by the Portfolio in units or attached to securities shall be
deemed to be without value for the purpose of monitoring this policy;
(B) The Portfolio may not: (i) enter into any futures contracts and related
options for purposes other than bona fide hedging transactions within the
meaning of Commodity Futures Trading Commission ("CFTC") regulations if the
aggregate initial margin and premiums required to establish positions in futures
contracts and related options that do not fall within the definition of bona
fide hedging transactions will exceed 5% of the fair market value of a
Portfolio's net assets, after taking into account unrealized profits and
unrealized losses on any such contracts it has entered into; and (ii) enter into
any futures contracts if the aggregate amount of such Portfolio's commitments
under outstanding futures contracts positions of that Portfolio would exceed the
market value of its total assets;
(C) The Portfolio may not sell securities short, unless it owns or has the
right to obtain securities equivalent in kind and amount to the securities sold
short without the payment of any additional consideration therefore, and
provided that transactions in futures, options, swaps and forward contracts are
not deemed to constitute selling securities short;
(D) The Portfolio may not purchase securities on margin, except that the
Portfolio may obtain such short-term credits as are necessary for the clearance
of transactions, and provided that margin payments and other deposits in
connection with transactions in futures, options, contracts, swaps, and forward
contracts, shall not be deemed to constitute purchasing securities on margin;
(E) The Portfolio may not (i) purchase securities of other investment
companies, except in the open market where no commission except the ordinary
broker's commission is paid, or (ii) purchase or retain securities issued by
other open-end investment companies. Limitations (i) and (ii) do not apply to
money market funds or to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger. If the
Portfolio invests in a money market fund, the investment adviser will reduce its
advisory fees by the amount of any investment advisory and administrative
services fees paid to the investment manager of the money market fund;
(F) The Portfolio may not mortgage or pledge any securities owned or held
by the Portfolio in amounts that exceed, in the aggregate, 15% of that
Portfolio's net asset value, provided that this limitation does not apply to
reverse repurchase agreements, deposits of assets to margin, guarantee positions
in futures, options, swaps or forward contracts or segregation of assets in
connection with such contracts;
(G) The Portfolio may not purchase securities, including securities of
issuers which are not readily marketable, of any issuer (other than U.S.
government agencies and instrumentalities or instruments guaranteed by an entity
with a record of more than three years' continuous operation, including that of
predecessors) with a record of less than three years' continuous operation
(including that of predecessors) if such purchase would cause the cost of the
Portfolio's investments in all such issuers to exceed 5% of the Portfolio's
total assets taken at market value at the time of such purchase;
(H) The Portfolio may not invest directly in oil, gas or other mineral
development or exploration programs or leases; however, the Portfolio may own
debt or equity securities of companies engaged in those businesses;
3
<PAGE>
(I) The Portfolio may borrow money for temporary or emergency purposes (not
for leveraging or investment) in an amount not exceeding 25% of the value of the
Portfolio's total assets (including the amount borrowed) less liabilities (other
than borrowings). If borrowings exceed 25% of the value of the Portfolio's total
assets by reason of a decline in net assets, the Portfolio will reduce its
borrowings within three business days to the extent necessary to comply with the
25% limitation. This policy shall not prohibit reverse repurchase agreements, or
deposits of assets to margin or guarantee positions in futures, options, swaps
or forward contracts, and the segregation of assets in connection with such
contracts;
(J) The Portfolio may not purchase any security or enter into a repurchase
agreement, if as a result, more than 15% of its net assets would be invested in
repurchase agreements not entitling the holder to payment of principal and
interest within seven days and in securities that are illiquid by virtue of
legal or contractual restrictions on resale or the absence of a readily
available market. The Trustees, or the Portfolio's investment adviser or
sub-adviser acting pursuant to authority delegated by the Trustees, may
determine that a readily available market exists for securities eligible for
resale pursuant to Rule 144A under the Securities Act of 1933, or any successor
to such Rule, Section 4(2) commercial paper and municipal lease obligations.
Accordingly, such securities may not be subject to the foregoing limitation;
(K) The Portfolio may not invest in companies for the purpose of
exercising control or management;
(L) With respect to the Balanced Portfolio only, at least 25% of the assets
of that Portfolio will normally be invested in fixed-income senior securities,
which include corporate debt securities and preferred stock; and
(M) The Portfolio may not purchase or retain the securities of any issuer
if any of the officers or directors of the Portfolio or investment adviser
individually owns more than 0.5% of the outstanding securities of the issuer and
together they own beneficially more than 5% of the securities.
INVESTMENT RESTRICTIONS OF IDEX II GLOBAL PORTFOLIO
IDEX II Global Portfolio may not, as a matter of fundamental policy:
1. Own more than 10% of the outstanding voting securities of any one issuer
and, as to seventy-five percent (75%) of the value of its total assets, purchase
the securities of any one issuer (except cash items and "government securities"
as defined under the Investment Company Act of 1940, as amended (the "1940
Act")), if immediately after and as a result of such purchase, the value of the
holdings of the Portfolio in the securities of such issuer exceeds 5% of the
value of the Portfolio's total assets;
2. Invest more than 25% of the value of its assets in any particular
industry (other than government securities);
3. Invest directly in real estate or interests in real estate; however,
the Portfolio may own debt or equity securities issued by companies engaged in
those businesses;
4. Purchase or sell physical commodities other than foreign currencies
unless acquired as a result of ownership of securities (but this shall not
prevent the Portfolio from purchasing or selling options, futures, swaps and
forward contracts or from investing in securities or other instruments backed by
physical commodities);
5. Lend any security or make any other loan if, as a result, more than 25%
of its total assets would be lent to other parties (but this limitation does not
apply to purchases of commercial paper, debt securities or to repurchase
agreements); and
6. Act as an underwriter of securities issued by others, except to the
extent that it may be deemed an underwriter in connection with the disposition
of its portfolio securities.
Furthermore, the Global Portfolio has adopted the following
non-fundamental investment restrictions which may be changed by the Board of
Trustees without shareholder approval:
(A) The Portfolio's investments in warrants, valued at the lower of cost or
market, may not exceed 5% of the value of its net assets. Included within that
amount, but not to exceed 2% of the value of the Portfolio's net assets, may be
warrants that are not listed on the New York or American Stock Exchange.
Warrants acquired by the Portfolio in units or attached to securities shall be
deemed to be without value;
4
<PAGE>
(B) The Portfolio may not: (i) enter into any futures contracts or options
on futures contracts for purposes other than bona fide hedging transactions
within the meaning of Commodity Futures Commission regulations if the aggregate
initial margin deposits and premiums required to establish positions in futures
contracts and related options that do not fall within the definition of bona
fide hedging transactions would exceed 5% of the fair market value of the
Portfolio's net assets, after taking into account unrealized profits and losses
on such contracts it has entered into; and (ii) enter into any futures contracts
or options on futures contracts if the aggregate amount of the Portfolio's
commitments under outstanding futures contracts positions and options on futures
contracts would exceed the market value of its total assets;
(C) The Portfolio may not sell securities short, unless it owns or has the
right, without the payment of any additional compensation, to obtain securities
equivalent in kind and amount to the securities sold short, and provided that
transactions in options, swaps and forward futures contracts are not deemed to
constitute selling securities short;
(D) The Portfolio may not purchase securities on margin, except that the
Portfolio may obtain such short-term credits as are necessary for the clearance
of transactions, and provided that margin payments and other deposits in
connection with transactions in options, futures, swaps and forward contracts
shall not be deemed to constitute purchasing securities on margin;
(E) The Portfolio may not (i) purchase securities of other investment
companies, except in the open market where no commission except the ordinary
broker's commission is paid, or (ii) purchase or retain securities issued by
other open-end investment companies. Limitations (i) and (ii) do not apply to
money market funds or to securities received as dividends, through offers of
exchange, or as a result of a consolidation, merger or other reorganization;
(F) The Portfolio may not mortgage or pledge any securities owned or held
by the Portfolio in amounts that exceed, in the aggregate, 15% of the
Portfolio's net assets, provided that this limitation does not apply to reverse
repurchase agreements or in the case of assets deposited to provide margin or
guarantee positions in options, futures contracts, swaps, forward contracts or
other derivative instruments or the segregation of assets in connection with
such transactions;
(G) The Portfolio may not purchase securities of any issuer (other than
U.S. government agencies and instrumentalities or instruments guaranteed by an
entity with a record of more than three years' continuous operation, including
that of predecessors) with a record of less than three years' continuous
operation (including that of predecessors) if such purchase would cause the cost
of the Portfolio's investments in all such issuers to exceed 5% of the
Portfolio's total assets taken at market value at the time of such purchase;
(H) The Portfolio may not invest directly in oil, gas or other mineral
development or exploration programs or leases; however, the Portfolio may own
debt or equity securities of companies engaged in those businesses;
(I) The Portfolio may borrow money only for temporary or emergency purposes
(not for leveraging or investment) in an amount not exceeding 25% of the value
of the Portfolio's total assets (including the amount borrowed) less liabilities
(other than borrowings). Any borrowings that exceed 25% of the value of the
Portfolio's total assets by reason of a decline in net assets will be reduced
within three business days to the extent necessary to comply with the 25%
limitation. This policy shall not prohibit reverse repurchase agreements or
deposits of assets to margin or guarantee positions in futures, options, swaps
or forward contracts, or the segregation of assets in connection with such
contacts;
(J) The Portfolio may not invest more than 15% of its assets in illiquid
securities. This does not include securities eligible for resale pursuant to
Rule 144A under the Securities Act of 1933, or any successor to such Rule,
Section 4(2) commercial paper or any other securities as to which the Board of
Trustees have made a determination as to liquidity, as permitted under the 1940
Act; and
(K) The Portfolio may not invest in companies for the purpose of exercising
control or management.
INVESTMENT RESTRICTIONS OF IDEX II GROWTH PORTFOLIO AND IDEX II FLEXIBLE
INCOME PORTFOLIO
IDEX II Growth Portfolio and IDEX II Flexible Income Portfolio may not, as a
matter of fundamental policy:
1. With respect to 75% of the Portfolio's total assets, purchase the
securities of any one issuer (other than cash items and "government securities"
as defined under the Investment Company Act of 1940, as amended (the "1940
Act")), if immediately after and as a result of such purchase (a) the value of
the holdings of the Portfolio in the securities of such issuer exceeds 5% of the
value of the Portfolio's total assets, or (b) the Portfolio owns more than 10%
of the outstanding voting securities of such issuer;
5
<PAGE>
2. Invest more than 25% of the value of its assets in any particular
industry (other than government securities);
3. Purchase or sell physical commodities other than foreign currencies
unless acquired as a result of ownership of securities (but this restriction
shall not prevent the Portfolio from purchasing or selling options, futures
contracts, caps, floors and other derivative instruments, engaging in swap
transactions or investing in securities or other instruments backed by physical
commodities);
4. Invest directly in real estate or interests in real estate, including
limited partnership interests; however, the Portfolio may own debt or equity
securities issued by companies engaged in those businesses;
5. Act as underwriter of securities issued by others, except to the
extent that it may be deemed an underwriter in connection with the disposition
of portfolio securities of the Portfolio; and
6. Lend any security or make any other loan if, as a result, more than 25%
of its total assets would be lent to other parties (but this limitation does not
apply to purchases of commercial paper, debt securities or to repurchase
agreements).
Furthermore, the Growth Portfolio and the Flexible Income Portfolio
have adopted the following non-fundamental investment restrictions which may be
changed by the Board of Trustees without shareholder approval:
(A) The Portfolio may not: (i) enter into any futures contracts or options
on futures contracts for purposes other than bona fide hedging transactions
within the meaning of Commodity Futures Commission regulations if the aggregate
initial margin deposits and premiums required to establish positions in futures
contracts and related options that do not fall within the definition of bona
fide hedging transactions would exceed 5% of the fair market value of the
Portfolio's net assets, after taking into account unrealized profits and losses
on such contracts it has entered into; and (ii) enter into any futures contracts
or options on futures contracts if the aggregate amount of the Portfolio's
commitments under outstanding futures contracts positions and options on futures
contracts would exceed the market value of its total assets;
(B) The Portfolio may not mortgage or pledge any securities owned or held
by the Portfolio in amounts that exceed, in the aggregate, 15% of the
Portfolio's net assets, provided that this limitation does not apply to reverse
repurchase agreements or in the case of assets deposited to provide margin or
guarantee positions in options, futures contracts, swaps, forward contracts or
other derivative instruments or the segregation of assets in connection with
such transactions;
(C) The Portfolio may not sell securities short, unless it owns or has the
right to obtain securities equivalent in kind and amount to the securities sold
short, and provided that transactions in options, futures contracts, swaps,
forward contracts, and other derivative instruments are not deemed to constitute
selling securities short;
(D) The Portfolio may not purchase securities on margin, except that the
Portfolio may obtain such short-term credits as are necessary for the clearance
of transactions, and provided that margin payments and other deposits made in
connection with transactions in options, futures contracts, swaps, forward
contracts, and other derivative instruments shall not be deemed to constitute
purchasing securities on margin;
(E) The Portfolio may borrow money only for temporary or emergency purposes
(not for leveraging or investment) in an amount not exceeding 25% of the value
of the Portfolio's total assets (including the amount borrowed) less liabilities
(other than borrowings). Any borrowings that exceed 25% of the value of the
Portfolio's total assets by reason of a decline in net assets will be reduced
within three business days to the extent necessary to comply with the 25%
limitation. This policy shall not prohibit reverse repurchase agreements or
deposits of assets to provide margin or guarantee positions in connection with
transactions in options, futures contracts, swaps, forward contracts, and other
derivative instruments or the segregation of assets in connection with such
transactions;
(F) The Portfolio may not invest more than 15% of its assets in illiquid
securities. This does not include securities eligible for resale pursuant to
Rule 144A under the Securities Act of 1933, or any successor to such Rule,
Section 4(2) commercial paper or any securities which the Board of Trustees or
the investment sub-adviser, as appropriate, has made a determination of
liquidity, as permitted under the 1940 Act;
(G) The Portfolio may not invest in companies for the purpose of
exercising control or management;
6
<PAGE>
(H) The Portfolio may not (i) purchase securities of other investment
companies, except in the open market where no commission except the ordinary
broker's commission is paid, or (ii) purchase or retain securities issued by
other open-end investment companies. Restrictions (i) and (ii) do not apply to
money market funds or to securities received as dividends, through offers to
exchange, or as a result of reorganization, consolidation, or merger. If the
Portfolio invests in a money market fund, the investment advisers will reduce
their advisory fees by the amount of any investment advisory or administrative
service fees paid to the investment manager of the money market fund;
(I) The Portfolio may not invest directly in oil, gas or other mineral
development or exploration programs or leases; however, the Portfolio may own
debt or equity securities of companies engaged in those businesses;
(J) The Portfolio may not purchase the securities of any issuer (other than
U.S. government agencies and instrumentalities or instruments guaranteed by an
entity with a record of more than three years' continuous operation, including
that of predecessors) with a record of less than three years' continuous
operation (including that of predecessors) if such purchase would cause the
value of the Portfolio's investments in all such issuers to exceed 5% of the
Portfolio's total assets taken at market value at the time of such purchase; and
(K) The Portfolio may not invest in warrants valued at the lower of cost or
market value, if such value exceeds 5% of the Portfolio's net assets, provided
that no more than 2% of the Portfolio's net assets may be invested in warrants
which are not listed on the New York or American Stock Exchange. Warrants
acquired by the Portfolio in units or attached to securities may be deemed to be
without value.
In making all investments for the IDEX II Flexible Income Portfolio,
the sub-adviser will emphasize economic or financial factors or circumstances of
the issuer, rather than opportunities for short-term arbitrage.
INVESTMENT RESTRICTIONS OF IDEX II C.A.S.E. PORTFOLIO
IDEX II C.A.S.E Portfolio may not, as a matter of fundamental policy:
1. With respect to 75% of the Portfolio's total assets, purchase the
securities of any one issuer (other than cash items and "government securities"
as defined in the 1940 Act) if immediately after and as a result of such
purchase (a) the value of the holdings of the Portfolio in the securities of
such issuer exceeds 5% of the value of the Portfolio's total assets, or (b) the
Portfolio owns more than 10% of the outstanding voting securities of any one
class of securities of such issuer;
2. Invest more than 25% of the value of the Portfolio's assets in any
particular industry (other than government securities);
3. Purchase or sell physical commodities other than foreign currencies
unless acquired as a result of ownership of securities (but this restriction
shall not prevent the Portfolio from purchasing or selling options, futures
contracts, caps, floors and other derivative instruments, engaging in swap
transactions or investing in securities or other instruments backed by physical
commodities);
4. Invest directly in real estate or interests in real estate, including
limited partnership interests; however, the Portfolio may own debt or equity
securities issued by companies engaged in those businesses;
5. Act as an underwriter of securities issued by others, except to the
extent that it may be deemed an underwriter in connection with the disposition
of portfolio securities of the Portfolio; and
6. Lend any security or make any other loan if, as a result, more than 25%
of its total assets would be lent to other parties (but this limitation does not
apply to purchases of commercial paper, debt securities or to repurchase
agreements).
Furthermore, the Portfolio has adopted the following non-fundamental
investment restrictions which may be changed by the Board of Trustees of the
Fund without shareholder approval:
(A) The Portfolio may not, as a matter of non-fundamental policy (i) enter
into any futures contracts or options on futures contracts for purposes other
than bona fide hedging transactions within the meaning of Commodity Futures
Commission regulations if the aggregate initial margin deposits and premiums
required to establish positions in futures contracts and related options that do
not fall within the definition of bona fide hedging transactions would exceed 5%
of the fair market value of the Portfolio's net assets, after taking into
account unrealized profits and losses on such contracts it has entered into and
(ii) enter into any futures contracts or options on futures contracts
7
<PAGE>
if the aggregate amount of the Portfolio's commitments under outstanding futures
contracts positions and options on futures contracts would exceed the market
value of its total assets;
(B) The Portfolio may not mortgage or pledge any securities owned or held
by the Portfolio in amounts that exceed, in the aggregate, 15% of the
Portfolio's net assets, provided that this limitation does not apply to reverse
repurchase agreements or in the case of assets deposited to provide margin or
guarantee positions in options, futures contracts, swaps, forward contracts or
other derivative instruments or the segregation of assets in connection with
such transactions;
(C) The Portfolio may not sell securities short, unless it owns or has the
right to obtain securities equivalent in kind and amount to the securities sold
short, and provided that transactions in options, futures contracts, swaps,
forward contracts and other derivative instruments are not deemed to constitute
selling securities short;
(D) The Portfolio may not purchase securities on margin, except that the
Portfolio may obtain such short-term credits as are necessary for the clearance
of transactions, and provided that margin payments and other deposits made in
connection with transactions in options, futures contracts, swaps, forward
contracts, and other derivative instruments shall not be deemed to constitute
purchasing securities on margin;
(E) The Portfolio may borrow money only for temporary or emergency purposes
(not for leveraging or investment) in an amount not exceeding 25% of the value
of the Portfolio's total assets (including the amount borrowed) less liabilities
(other than borrowings). Any borrowings that exceed 25% of the value of the
Portfolio's total assets by reason of a decline in net assets will be reduced
within three business days to the extent necessary to comply with the 25%
limitation. This policy shall not prohibit reverse repurchase agreements or
deposits of assets to provide margin or guarantee positions in connection with
transactions in options, futures contracts, swaps, forward contracts, or other
derivative instruments or the segregation of assets in connection with such
transactions;
(F) The Portfolio may not invest more than 15% of its net assets in
illiquid securities. This does not include securities eligible for resale
pursuant to Rule 144A under the Securities Act of 1933, or any successor to such
Rule, Section 4(2) commercial paper or other securities for which the Board of
Trustees has made a determination of liquidity, as permitted under the 1940 Act;
(G) The Portfolio may not (i) purchase securities of other investment
companies, except in the open market where no commission except the ordinary
broker's commission is paid, or (ii) purchase or retain securities issued by
other open-end investment companies. Restrictions (i) and (ii) do not apply to
money market funds or to securities received as dividends, through offers to
exchange, or as a result of reorganization, consolidation, or merger. If the
Portfolio invests in a money market fund, the investment adviser will reduce its
advisory fee by the amount of any investment advisory or administrative service
fees paid to the investment manager of the money market fund;
(H) The Portfolio may not invest directly in oil, gas or other mineral
development or exploration programs or leases; however, the Portfolio may own
debt or equity securities of companies engaged in those businesses;
(I) The Portfolio may not invest more than 25% of its net assets at the
time of purchase in the securities of foreign issuers and obligors;
(J) The Portfolio may not invest in companies for the purpose of
exercising control or management;
(K) The Portfolio may not issue senior securities, except as permitted
by the 1940 Act;
(L) The Portfolio's investment in warrants, valued at the lower of cost or
market, may not exceed 5% of the value of its net assets. Included within that
amount, but not to exceed 2% of the value of the Portfolio's net assets, may be
warrants that are not listed on the New York or American Stock Exchange.
Warrants acquired by the Portfolio in units or attached to securities shall be
deemed to be without value;
(M) The Portfolio may not purchase securities, including securities of
issuers which are not readily marketable, of any issuer (other than U.S.
government agencies and instrumentalities or instruments guaranteed by an entity
with a record of more than three years' continuous operation, including that of
predecessors) with a record of less than three years' continuous operation
(including that of predecessors) if such purchase would cause the cost of the
Portfolio's investments in all such issuers to exceed 5% of the Portfolio's
total assets taken at market value at the time of such purchase; and
8
<PAGE>
(N) The Portfolio may not purchase or retain the securities of any issuer
if any of the officers or directors of the Portfolio or investment adviser
individually owns more than 0.5% of the outstanding securities of the issuer and
together they own beneficially more than 5% of the securities.
INVESTMENT RESTRICTIONS OF IDEX II EQUITY-INCOME PORTFOLIO
IDEX II Equity-Income Portfolio may not, as a matter of fundamental policy:
1. With respect to 75% of the Portfolio's total assets, purchase the
securities of any one issuer (other than government securities as defined in the
1940 Act) if immediately after and as a result of such purchase (a) the value of
the holdings of the Portfolio in the securities of such issuer exceeds 5% of the
value of the Portfolio's total assets, or (b) the Portfolio owns more than 10%
of the outstanding voting securities of such issuer;
2. Invest more than 25% of the Portfolio's assets in the securities of
issuers primarily engaged in the same industry. Utilities will be divided
according to their services, for example, gas, gas transmission, electric and
telephone, and each will be considered a separate industry for purposes of this
restriction. In addition, there shall be no limitation on the purchase of
obligations issued or guaranteed by the U.S. government or its agencies or
instrumentalities, or of certificates of deposit and bankers' acceptances;
3. Purchase or sell real estate (but this shall not prevent the Portfolio
from investing in securities or other instruments backed by real estate,
including mortgage-backed securities, or securities of companies engaged in the
real estate business);
4. Purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent the
Portfolio from investing in securities or other instruments backed by physical
commodities);
5. Lend any security or make any other loan if, as a result, more than 25%
of its total assets would be lent to other parties (but this limitation does not
apply to purchases of commercial paper or debt securities); and
6. Act as an underwriter of securities issued by others, except to the
extent that it may be deemed an underwriter in connection with the disposition
of its portfolio securities.
Furthermore, the Equity-Income Portfolio has adopted the following
non-fundamental investment restrictions which may be changed by the Board of
Trustees of the Fund without shareholder approval:
(A) The Portfolio's investments in warrants, valued at the lower of cost or
market, may not exceed 5% of the value of its net assets. Included within that
amount, but not to exceed 2% of the value of the Portfolio's net assets, may be
warrants that are not listed on the New York or American Stock Exchange.
Warrants acquired by the Portfolio in units or attached to securities shall be
deemed to be without value;
(B) The Portfolio may not mortgage or pledge any securities owned or held
by the Portfolio in amounts that exceed, in the aggregate, 15% of the
Portfolio's net assets, provided that this limitation does not apply in the case
of assets deposited to margin or guarantee positions in options, futures
contracts and options on futures contracts or placed in a segregated account in
connection with such contracts;
(C) The Portfolio may not sell securities short, unless it owns or has the
right to obtain securities equivalent in kind and amount to the securities sold
short, and provided that margin payments and other deposits in connection with
transactions in options, swaps and forward futures contracts are not deemed to
constitute selling securities short;
(D) The Portfolio may not purchase securities on margin, except that the
Portfolio may obtain such short-term credits as are necessary for the clearance
of transactions, and provided that margin payments and other deposits in
connection with transactions in options, futures, swaps and forward contracts
shall not be deemed to constitute purchasing securities on margin;
(E) The Portfolio may not (i) purchase securities of other investment
companies, except in the open market where no commission except the ordinary
broker's commission is paid, or (ii) purchase or retain securities issued by
other open-end investment companies. Limitations (i) and (ii) do not apply to
money market funds or to securities received as dividends, through offers of
exchange, or as a result of a consolidation, merger or other reorganization;
9
<PAGE>
(F) The Portfolio may not purchase securities, including securities of
issuers which are not readily marketable, of any issuer (other than U.S.
government agencies and instrumentalities or instruments guaranteed by an entity
with a record of more than three years' continuous operation, including that of
predecessors) with a record of less than three years' continuous operation
(including that of predecessors) if such purchase would cause the cost of the
Portfolio's investments in all such issuers to exceed 5% of the Portfolio's
total assets taken at market value at the time of such purchase;
(G) The Portfolio may not invest directly in oil, gas, or other mineral
development or exploration programs or leases; however, the Portfolio may own
debt or equity securities of companies engaged in those businesses;
(H) The Portfolio may borrow money only for temporary or emergency purposes
(not for leveraging or investment) in an amount not exceeding 25% of the value
of the Portfolio's total assets (including the amount borrowed) less liabilities
(other than borrowings). Any borrowings that exceed 25% of the value of the
Portfolio's total assets by reason of a decline in net assets will be reduced
within three business days to the extent necessary to comply with the 25%
limitation;
(I) The Portfolio may not invest more than 15% of its assets in illiquid
securities. This does not include securities eligible for resale pursuant to
Rule 144A under the Securities Act of 1933, or any successor to such Rule,
Section 4(2) commercial paper or any other securities as to which the Board of
Trustees has made a determination as to liquidity, as permitted under the 1940
Act;
(J) The Portfolio may not invest in companies for the purpose of
exercising control or management;
(K) The Portfolio may not issue senior securities, except as permitted
by the 1940 Act;
(L) The Portfolio may not invest in securities of foreign issuers
denominated in foreign currency and not publicly traded in the United States if
at the time of acquisition more than 10% of the Portfolio's total assets would
be invested in such securities; and
(M) The Portfolio may not purchase or retain the securities of any issuer
if any of the officers or directors of the Portfolio or investment adviser
individually owns more than 0.5% of the outstanding securities of the issuer and
together they own beneficially more than 5% of the securities.
INVESTMENT RESTRICTIONS OF IDEX II TACTICAL ASSET ALLOCATION PORTFOLIO
IDEX II Tactical Asset Allocation Portfolio may not, as a matter of fundamental
policy:
1. With respect to 75% of the Portfolio's total assets, purchase the
securities of any one issuer (other than government securities as defined in the
1940 Act) if immediately after and as a result of such purchase (a) the value of
the holdings of the Portfolio in the securities of such issuer exceeds 5% of the
value of the Portfolio's total assets, or (b) the Portfolio owns more than 10%
of the outstanding voting securities of such issuer;
2. Invest more than 25% of the Portfolio's assets in the securities of
issuers primarily engaged in the same industry. Utilities will be divided
according to their services, for example, gas, gas transmission, electric and
telephone, and each will be considered a separate industry for purposes of this
restriction. In addition, there shall be no limitation on the purchase of
obligations issued or guaranteed by the U.S. government or its agencies or
instrumentalities, or of certificates of deposit and bankers acceptances;
3. Purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this limitation shall not
prevent the Portfolio from investing in securities or other instruments backed
by physical commodities);
4. Purchase or sell real estate (but this shall not prevent the Portfolio
from investing in securities or other instruments backed by real estate,
including mortgage-backed securities, or securities of companies engaged in the
real estate business);
5. Lend any security or make any other loan if, as a result, more than 25%
of its total assets would be lent to other parties (but this limitation does not
apply to purchases of commercial paper or debt securities); and
6. Act as an underwriter of securities issued by others, except to the
extent that it may be deemed an underwriter in connection with the disposition
of its portfolio securities.
10
<PAGE>
Furthermore, the Tactical Asset Allocation Portfolio has adopted the
following non-fundamental investment restrictions which may be changed by the
Board of Trustees of the Fund without shareholder approval:
(A) The Portfolio's investment in warrants, valued at the lower of cost or
market, may not exceed 5% of the value of its net assets. Included within that
amount, but not to exceed 2% of the value of the Portfolio's net assets, may be
warrants that are not listed on the New York or American Stock Exchange.
Warrants acquired by the Portfolio in units or attached to securities shall be
deemed to be without value;
(B) The Portfolio may not sell securities short, unless it owns or has the
right to obtain securities equivalent in kind and amount to the securities sold
short, and provided that margin payments and other deposits in connection with
transactions in options, swaps and forward and futures contracts are not deemed
to constitute selling securities short;
(C) The Portfolio may not purchase securities on margin, except that the
Portfolio may obtain such short-term credits as are necessary for the clearance
of transactions, and provided that margin payments and other deposits in
connection with transactions in options, futures, swaps and forward contracts
shall not be deemed to constitute purchasing securities on margin;
(D) The Portfolio may not (i) purchase securities of other investment
companies, except in the open market where no commission except the ordinary
broker's commission is paid, or (ii) purchase or retain securities issued by
other open-end investment companies. Limitations (i) and (ii) do not apply to
money market funds or to securities received as dividends, through offers of
exchange, or as a result of a consolidation, merger or other reorganization;
(E) The Portfolio may not mortgage or pledge any securities owned or held
by the Portfolio in amounts that exceed, in the aggregate, 15% of the
Portfolio's net assets, provided that this limitation does not apply to reverse
repurchase agreements, deposits of assets to margin, guarantee positions in
futures, options, swaps or forward contracts or segregation of assets in
connection with such contracts;
(F) The Portfolio may not invest directly in oil, gas, or other mineral
development or exploration programs or leases; however, the Portfolio may own
debt or equity securities of companies engaged in those businesses;
(G) The Portfolio may not invest in companies for the purpose of
exercising control or management;
(H) The Portfolio may not issue senior securities, except as permitted
by the 1940 Act;
(I) The Portfolio may borrow money only for temporary or emergency purposes
(not for leveraging or investment) in an amount not exceeding 25% of the value
of the Portfolio's total assets (including the amount borrowed) less liabilities
(other than borrowings). Any borrowings that exceed 25% of the value of the
Portfolio's total assets by reason of a decline in net assets will be reduced
within three business days to the extent necessary to comply with the 25%
limitation;
(J) The Portfolio may not purchase securities, including securities of
issuers which are not readily marketable, of any issuer (other than U.S.
government agencies and instrumentalities or instruments guaranteed by an entity
with a record of more than three years' continuous operation, including that of
predecessors) with a record of less than three years' continuous operation
(including that of predecessors) if such purchase would cause the cost of the
Portfolio's investments in all such issuers to exceed 5% of the Portfolio's
total assets taken at market value at the time of such purchase;
(K) The Portfolio may not purchase or retain the securities of any issuer
if any of the officers or directors of the Portfolio or investment adviser
individually owns more than 0.5% of the outstanding securities of the issuer and
together they own beneficially more than 5% of the securities; and
(L) The Portfolio may not invest more than 15% of its net assets in
illiquid securities. This does not include securities eligible for resale
pursuant to Rule 144A under the Securities Act of 1933, or any successor to such
Rule, Section 4(2) commercial paper or any other securities as to which the
Board of Trustees has made a determination as to liquidity, as permitted under
the 1940 Act.
11
<PAGE>
INVESTMENT RESTRICTIONS OF IDEX II INCOME PLUS PORTFOLIO
IDEX II Income Plus Portfolio may not, as a matter of fundamental policy:
1. Borrow money, except from a bank for temporary or emergency purposes
(not for leveraging or investment) in an amount not to exceed 1/3 of the current
value of the Portfolio's total assets (including the amount borrowed) less
liabilities (not including the amount borrowed) at the time the borrowing is
made. If at any time the Portfolio's borrowings exceed this limitation due to a
decline in net assets, such borrowings will be reduced within 3 business days to
the extent necessary to comply with the limitation. The Portfolio will borrow
only to facilitate redemptions requested by shareholders which might otherwise
require untimely disposition of portfolio securities and will not purchase
securities while borrowings are outstanding;
2. Pledge assets, except that the Portfolio may pledge not more than 1/3
of its total assets (taken at current value) to secure borrowings made in
accordance with paragraph 1 above. Initial margin deposits under interest rate
futures contracts, which are made to guarantee the Portfolio's performance under
such contracts, shall not be deemed a pledging of Portfolio assets for the
purpose of this investment restriction. As a matter of non-fundamental operating
policy, in order to permit the sale of shares of the Portfolio under certain
state laws, the Portfolio will not pledge its assets in excess of an amount
equal to 10% of its net assets unless such state restrictions are changed;
3. Invest more than 25% of its assets, measured at the time of investment,
in a single industry (which term shall not include governments or their
political subdivisions), outside the industries of the Portfolio's public
utilities Portfolio concentration, except that the Portfolio may, for temporary
defensive purposes, invest more than 25% of its total assets in the obligations
of banks;
4. Purchase the securities (other than government securities) of any
issuer if, as a result, more than 5% of the Portfolio's total assets would be
invested in the securities of such issuer, provided that up to 25% of the
Portfolio's total net assets may be invested without regard to this 5%
limitation and in the case of certificates of deposit, time deposits and
banker's acceptances, up to 25% of total Portfolio assets may be invested
without regard to such 5% limitation, but shall instead be subject to a 10%
limitation;
5. Invest in mineral leases;
6. Invest in bank time deposits with maturities of over 7 calendar days,
or invest more than 10% of the Portfolio's total assets in bank time deposits
with maturities of from 2 business days through 7 calendar days;
7. Issue senior securities, except to the extent that senior securities
may be deemed to arise from bank borrowings and purchases of government
securities on a "when-issued" or "delayed delivery" basis, as described in the
Prospectus;
8. Underwrite any issue of securities, except to the extent the Portfolio
may be deemed to be an underwriter in connection with the sale of its portfolio
securities, although the Portfolio may purchase securities directly from the
issuers thereof for investment in accordance with the Portfolio's investment
objective and policies;
9. Purchase or sell commodities or commodity contracts, except that the
Portfolio may purchase and sell interest rate futures contracts for hedging
purposes as set forth in the Prospectus;
10. Purchase securities on margin or sell "short", but the Portfolio may
obtain such short-term credits as may be necessary for the clearance of
purchases and sales of securities. (Initial and maintenance margin deposits and
payment with respect to interest rate futures contracts are not considered the
purchase of securities on margin);
11. Purchase or retain the securities of any issuer, if, to the Portfolio's
knowledge, those officers and directors of the manager and sub-adviser who
individually own beneficially more than 0.5% of the outstanding securities of
such issuer together own beneficially more than 5% of such outstanding
securities;
12. Invest in securities of other investment companies, except in the
event of merger or reorganization with another investment company;
13. Make loans, except to the extent the purchase of notes, bonds, bankers'
acceptances or other evidence of indebtedness or the entry into repurchase
agreements or deposits (including time deposits and certificates of deposit)
with banks may be considered loans;
12
<PAGE>
14. Invest in companies for the purpose of exercising management or
control;
15. Invest in oil, gas or other mineral exploration or development
programs;
16. Purchase or hold any real estate or mortgage loans thereon, except that
the Portfolio may invest in securities secured by real estate or interests
therein or issued by persons (such as real estate investment trusts) which deal
in real estate or interests therein; and
17. Purchase the securities (other than government securities) of any
issuer if, as a result, the Portfolio would hold more than 10% of any class of
securities (including any class of voting securities) of such issuer; for this
purpose, all debt obligations of an issuer, and all shares of stock of an issuer
other than common stock, are treated as a single class of securities.
The Income Plus Portfolio has also adopted certain non-fundamental
investment restrictions which may be changed by the Board of Trustees without
shareholder approval. The Income Plus Portfolio may not:
(A) Write or purchase put, call, straddle or spread options, or
combinations thereof;
(B) Invest more than 10% of its assets in illiquid securities;
(C) Invest more than 5% of its net assets in securities (other than
government securities) of issuers which, together with their predecessors, have
been in business for less than 3 years;
(D) Invest in real estate limited partnerships;
(E) Purchase or sell interest rate futures contracts (a) involving
aggregate delivery or purchase obligations in excess of 30% of the Portfolio's
net assets, or aggregate margin deposits made by the Portfolio in excess of 5%
of the Portfolio's net assets, (b) which are not for hedging purposes only, or
(c) which are executed under custodial, reserve and other arrangements
inconsistent with regulations and policies adopted or positions taken (i) by the
Securities and Exchange Commission for exemption from enforcement proceedings
under Section 17(f) or 18(f) of the 1940 Act, (ii) by the CFTC for exemption of
investment companies registered under the 1940 Act from registration as
"commodity pool operators" and from certain provisions of Subpart B of Part 4 of
the CFTC's regulations, or (iii) by state securities commissioners or
administrators in the states in which the Portfolio's shares have been qualified
for public offering; and
(F) The Fund may not invest in warrants, valued at the lower of cost or
market value, if such value exceeds 5% of the Fund's net assets, provided that
no more than 2% of the Fund's net assets may be invested in warrants which are
not listed on the New York or American Stock Exchange. Warrants acquired by the
Fund in units or attached to securities may be deemed to be without value.
INVESTMENT RESTRICTIONS OF IDEX II TAX-EXEMPT PORTFOLIO
IDEX II Tax-Exempt Portfolio may not, as a matter of fundamental policy:
1. Underwrite any issue of securities, except to the extent the Portfolio
may be deemed to be an underwriter in connection with the sale of its portfolio
securities, although the Portfolio may purchase Municipal Obligations directly
from the issuers thereof for investment in accordance with the Portfolio's
investment objective and policies;
2. Purchase the securities (other than government securities) of any
issuer if, as a result, more than 5% of the Portfolio's total assets would be
invested in the securities of such issuer, provided that up to 25% of the
Portfolio's total net assets may be invested without regard to this 5%
limitation;
3. Invest in any direct interest in an oil, gas or other mineral
exploration or development program;
4. Purchase securities on margin or sell "short", but the Portfolio may
obtain such short-term credits as may be necessary for the clearance of
purchases and sales of securities;
5. Purchase or hold any real estate or mortgage loans thereon, except that
the Portfolio may invest in securities secured by real estate or interests
therein or issued by persons (such as real estate investment trusts) which deal
in real estate or interests therein;
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6. Purchase or retain the securities of any issuer, if, to the Portfolio's
knowledge, those officers and directors of the manager or sub-adviser who
individually own beneficially more than 0.5% of the outstanding securities of
such issuer together own beneficially more than 5% of such outstanding
securities;
7. Invest in securities of other investment companies, except in the
event of merger or reorganization with another investment company;
8. Make loans, except to the extent the purchase of notes, bonds, or
other evidences of indebtedness or the entry into repurchase agreements or
deposits with banks may be considered loans;
9. Invest in companies for the purpose of exercising management or
control;
10. Write, purchase or sell put, call, straddle or spread options, except
for hedging purposes only, in accordance with such non-fundamental policies that
the Board may from time to time adopt; and
11. Purchase or sell commodities or commodity contracts.
The Tax-Exempt Portfolio has adopted the following non-fundamental
restrictions which may be changed by the Board of Trustees without shareholder
approval:
(A) The Portfolio may not invest more than 10% of its assets in illiquid
securities;
(B) The Portfolio may not invest in oil, gas or mineral leases;
(C) The Portfolio may not invest in real estate limited partnerships;
(D) The Portfolio may not invest more than 5% of its net assets in
securities of issuers which, together with their predecessors, have been in
business for less than 3 years;
(E) The Portfolio may borrow money only for temporary or emergency purposes
(not for leveraging or investment) in an amount not exceeding 1/3 of the current
value of the Portfolio's total assets (including the amount borrowed) less
liabilities (not including the amount borrowed at the time the borrowing is
made). For purposes of this limitation, reverse repurchases would not constitute
borrowings; and
(F) For hedging purposes only, the Tax-Exempt Portfolio may adopt policies
permitting:
(1) the purchase and sale of interest rate futures contracts, the
purchase of put and call options thereon, and the writing of
covered call or secured put options thereon, not involving
delivery or purchase obligations in excess of 30% of the
Portfolio's net assets, and
(2) the purchase of put and call options related to portfolio
securities and securities to be purchased for the Tax-Exempt
Portfolio, the writing of secured put and covered call options,
and the entering into of closing purchase transactions with
respect to such options, where such transactions will not
involve futures contract margin deposits and premiums on option
purchases which, in the aggregate, exceed 5% of the Portfolio's
net assets, in the judgment of the sub-adviser are economically
appropriate to the reduction of risks inherent in the ongoing
management of the Portfolio, and are executed under custodial,
reserve and other arrangements consistent with regulations and
policies adopted or positions taken (i) by the Securities and
Exchange Commission for exemption from enforcement proceedings
under Section 17(f) or 18(f) of the Investment Company Act of
1940, as amended (the "1940 Act"), (ii) by the Commodity Futures
Trading Commission (the "CFTC") for exemption of investment
companies registered under the 1940 Act from registration as
"commodity pool operators" and from certain provisions of
Subpart B of Part 4 of the CFTC's regulations, and (iii) by
state securities commissioners or administrators in the states
in which the Portfolio's shares have been qualified for public
offering.
The Tax-Exempt Portfolio does not intend in the foreseeable future to
adopt the foregoing investment policies to permit trading in interest rate
futures contracts, options thereon, and options on portfolio securities.
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Except with respect to borrowing money, if a percentage limitation set
forth above is complied with at the time of the investment, a subsequent change
in the percentage resulting from any change in value of the net assets of any of
the Portfolios will not result in a violation of such restriction. Additional
limitations on borrowing that are imposed by state law and regulations may
apply.
In addition to the above, as a fundamental policy, each of the
Portfolios other than the Tax-Exempt Portfolio and the Income Plus Portfolio,
may, notwithstanding any other investment policy or limitation (whether or not
fundamental), invest all of its assets in the securities of a single open-end
management investment company with substantially the same fundamental investment
objectives, policies and limitations as such Portfolio.
OTHER POLICIES AND PRACTICES OF THE PORTFOLIOS
FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS.
A. FUTURES CONTRACTS. Each of the Portfolios other than the Tax-Exempt
Portfolio and the Income Plus Portfolio may enter into contracts for
the purchase or sale for future delivery of fixed-income securities,
foreign currencies or contracts based on financial indices including
indices of U.S. government securities, foreign government securities,
equity or fixed-income securities ("futures contracts"). The Income
Plus Portfolio may enter into contracts for the purchase or sale of
fixed-income securities ("interest rate futures contracts") as
described in the Prospectus. U.S. futures contracts are traded on
exchanges which have been designated "contract markets" by the
Commodity Futures Trading Commission ("CFTC") and must be executed
through a futures commission merchant ("FCM"), or brokerage firm, which
is a member of the relevant contract market. Through their clearing
corporations, the exchanges guarantee performance of the contracts as
between the clearing members of the exchange.
When a Portfolio buys or sells a futures contract it incurs a
contractual obligation to receive or deliver the underlying instrument
(or a cash payment based on the difference between the underlying
instrument's closing price and the price at which the contract was
entered into) at a specified price on a specified date. Transactions in
futures contracts may be made to attempt to hedge against potential
changes in interest or currency exchange rates or the price of a
security or a securities index which might correlate with or otherwise
adversely affect either the value of the Portfolio's securities or the
prices of securities which the Portfolio is considering buying at a
later date.
The buyer or seller of a futures contract is not required to deliver or
pay for the underlying instrument unless the contract is held until the
delivery date. However, both the buyer and seller are required to
deposit "initial margin" for the benefit of the FCM when the contract
is entered into. Initial margin deposits are equal to a percentage of
the contract's value, as set by the exchange on which the contract is
traded, and may be maintained in cash or certain high-grade liquid
assets by the Portfolio's custodian for the benefit of the FCM. Initial
margin payments are similar to good faith deposits or performance
bonds. Unlike margin extended by a securities broker, initial margin
payments do not constitute purchasing securities on margin for purposes
of a Portfolio's investment limitations. If the value of either party's
position declines, that party will be required to make additional
"variation margin" payments with the FCM to settle the change in value
on a daily basis. The party that has a gain may be entitled to receive
all or a portion of this amount. In the event of the bankruptcy of the
FCM that holds margin on behalf of a Portfolio, that Portfolio may be
entitled to return of the margin owed to such Portfolio only in
proportion to the amount received by the FCM's other customers. The
portfolio manager will attempt to minimize the risk by careful
monitoring of the creditworthiness of the FCMs with which a Portfolio
does business and by segregating margin payments with the custodian.
Although a Portfolio would segregate cash and liquid assets in an
amount sufficient to cover its open futures obligations, the segregated
assets would be available to that Portfolio immediately upon closing
out the futures position, while settlement of securities transactions
could take several days. However, because a Portfolio's cash that may
otherwise be invested would be held uninvested or invested in
high-grade liquid assets so long as the futures position remains open,
such Portfolio's return could be diminished due to the opportunity
losses of foregoing other potential investments.
The acquisition or sale of a futures contract may occur, for example,
when a Portfolio holds or is considering purchasing equity or debt
securities and seeks to protect itself from fluctuations in prices or
interest rates without buying or selling those securities. For example,
if stock or debt prices were expected to decrease, a Portfolio might
sell equity index futures contracts, thereby hoping to offset a
potential decline in the value of equity securities in the Portfolio by
a corresponding increase in the value of the futures contract position
held by that Portfolio and thereby preventing the Portfolio's net asset
value from declining as much as it otherwise would have. Similarly, if
interest rates were expected to rise, a Portfolio might sell bond index
futures contracts, thereby hoping to offset a potential decline in the
value of debt securities in the portfolio by a corresponding increase
in the value
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of the futures contract position held by the Portfolio. A Portfolio
also could seek to protect against potential price declines by selling
portfolio securities and investing in money market instruments.
However, since the futures market is more liquid than the cash market,
the use of futures contracts as an investment technique allows a
Portfolio to maintain a defensive position without having to sell
portfolio securities.
Similarly, when prices of equity securities are expected to increase,
or interest rates are expected to fall, futures contracts may be bought
to attempt to hedge against the possibility of having to buy equity
securities at higher prices. This technique is sometimes known as an
anticipatory hedge. Since the fluctuations in the value of futures
contracts should be similar to those of equity securities, a Portfolio
could take advantage of the potential rise in the value of equity or
debt securities without buying them until the market has stabilized. At
that time, the futures contracts could be liquidated and such Portfolio
could buy equity or debt securities on the cash market. To the extent a
Portfolio enters into futures contracts for this purpose, the
segregated assets maintained to cover such Portfolio's obligations with
respect to futures contracts will consist of high-grade liquid assets
from its portfolio in an amount equal to the difference between the
contract price and the aggregate value of the initial and variation
margin payments made by that Portfolio with respect to the futures
contracts.
The ordinary spreads between prices in the cash and futures markets,
due to differences in the nature of those markets, are subject to
distortions. First, all participants in the futures market are subject
to initial margin and variation margin requirements. Rather than
meeting additional variation margin requirements, investors may close
out futures contracts through offsetting transactions which could
distort the normal price relationship between the cash and futures
markets. Second, the liquidity of the futures market depends on
participants entering into offsetting transactions rather than making
or taking delivery. To the extent participants decide to make or take
delivery, liquidity in the futures market could be reduced and prices
in the futures market distorted. Third, from the point of view of
speculators, the margin deposit requirements in the futures market are
less onerous than margin requirements in the securities market.
Therefore, increased participation by speculators in the futures market
may cause temporary price distortions. Due to the possibility of the
foregoing distortions, a correct forecast of general price trends by
the portfolio manager still may not result in a successful use of
futures contracts.
Futures contracts entail risks. Although each of the Portfolios that
invests in such contracts believes that their use will benefit the
Portfolio, if the portfolio manager's investment judgment proves
incorrect, the Portfolio's overall performance could be worse than if
the Portfolio had not entered into futures contracts. For example, if a
Portfolio has hedged against the effects of a possible decrease in
prices of securities held in its portfolio and prices increase instead,
that Portfolio may lose part or all of the benefit of the increased
value of the securities because of offsetting losses in the Portfolio's
futures positions. In addition, if a Portfolio has insufficient cash,
it may have to sell securities from its portfolio to meet daily
variation margin requirements. Those sales may, but will not
necessarily, be at increased prices which reflect the rising market and
may occur at a time when the sales are disadvantageous to the
Portfolio.
The prices of futures contracts depend primarily on the value of their
underlying instruments. Because there are a limited number of types of
futures contracts, it is possible that the standardized futures
contracts available to a Portfolio will not match exactly such
Portfolio's current or potential investments. A Portfolio may buy and
sell futures contracts based on underlying instruments with different
characteristics from the securities in which it typically invests --
for example, by hedging investments in portfolio securities with a
futures contract based on a broad index of securities -- which involves
a risk that the futures position will not correlate precisely with such
performance of the Portfolio's investments.
Futures prices can also diverge from the prices of their underlying
instruments, even if the underlying instruments correlate with a
Portfolio's investments. Futures prices are affected by factors such as
current and anticipated short-term interest rates, changes in
volatility of the underlying instruments, and the time remaining until
expiration of the contract. Those factors may affect securities prices
differently from futures prices. Imperfect correlations between a
Portfolio's investments and its futures positions may also result from
differing levels of demand in the futures markets and the securities
markets, from structural differences in how futures and securities are
traded, and from imposition of daily price fluctuation limits for
futures contracts. A Portfolio may buy or sell futures contracts with a
greater or lesser value than the securities it wishes to hedge or is
considering purchasing in order to attempt to compensate for
differences in historical volatility between the futures contract and
the securities, although this may not be successful in all cases. If
price changes in a Portfolio's futures positions are poorly correlated
with its other investments, its futures positions may fail to produce
desired gains or may result in losses that are not offset by the gains
in that Portfolio's other investments.
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Because futures contracts are generally settled within a day from the
date they are closed out, compared with a settlement period of seven
days for some types of securities, the futures markets can provide
superior liquidity to the securities markets. Nevertheless, there is no
assurance a liquid secondary market will exist for any particular
futures contract at any particular time. In addition, futures exchanges
may establish daily price fluctuation limits for futures contracts and
may halt trading if a contract's price moves upward or downward more
than the limit in a given day. On volatile trading days when the price
fluctuation limit is reached, it may be impossible for a Portfolio to
enter into new positions or close out existing positions. If the
secondary market for a futures contract is not liquid because of price
fluctuation limits or otherwise, the Portfolio may not be able to
promptly liquidate unfavorable futures positions and potentially could
be required to continue to hold a futures position until the delivery
date, regardless of changes in its value. As a result, such Portfolio's
access to other assets held to cover its futures positions also could
be impaired.
Although futures contracts by their terms call for the delivery or
acquisition of the underlying commodities or a cash payment based on
the value of the underlying commodities, in most cases the contractual
obligation is offset before the delivery date of the contract by
buying, in the case of a contractual obligation to sell, or selling, in
the case of a contractual obligation to buy, an identical futures
contract on a commodities exchange. Such a transaction cancels the
obligation to make or take delivery of the commodities.
The Aggressive Growth, Capital Appreciation, Global, Growth, C.A.S.E.,
Equity-Income, Tactical Asset Allocation, Balanced and Flexible Income
Portfolios each intend to comply with guidelines of eligibility for
exclusion from the definition of the term "commodity pool operator"
with the CFTC and the National Futures Association, which regulate
trading in the futures markets. The Portfolios will use futures
contracts and related options primarily for bona fide hedging purposes
within the meaning of CFTC regulations; except that, in addition, the
Portfolios may hold positions in futures contracts and related options
that do not fall within the definition of bona fide hedging
transactions, provided that the aggregate initial margin and premiums
required to establish such positions will not exceed 5% of the fair
market value of a Portfolio's net assets, after taking into account
unrealized profits and unrealized losses on any such contracts it has
entered into.
The Aggressive Growth Portfolio may not enter into a futures contract
or related option (except for closing transactions) if, immediately
thereafter, the sum of the amount of its initial margin and premiums on
open futures contracts and options thereon would exceed 5% of the
Aggressive Growth Portfolio's total assets (taken at current value);
however, in the case of an option that is in-the-money at the time of
the purchase, the in-the-money amount may be excluded in calculating
the 5% limitation.
B. OPTIONS ON FUTURES CONTRACTS. Each of the Portfolios other than the
Tax-Exempt and Income Plus Portfolios may buy and write put and call
options on futures contracts. An option on a future gives a Portfolio
the right (but not the obligation) to buy or sell a futures contract at
a specified price on or before a specified date. Transactions in
options on futures contracts may be made to attempt to hedge against
potential changes in interest rates or currency exchange rates or the
price of a security or a securities index which might correlate with or
otherwise adversely affect either the value of the Portfolio's
securities or the prices of securities which the Portfolio is
considering buying at a later date. Transactions in options on future
contracts will not be made for speculation.
The purchase of a call option on a futures contract is similar in some
respects to the purchase of a call option on an individual security.
Depending on the pricing of the option compared to either the price of
the futures contract upon which it is based or the price of the
underlying instrument, ownership of the option may or may not be less
risky than ownership of the futures contract or the underlying
instrument. As with the purchase of futures contracts, when a Portfolio
is not fully invested it may buy a call option on a futures contract to
hedge against a market advance.
The writing of a call option on a futures contract constitutes a
partial hedge against declining prices of the security or foreign
currency which is deliverable under, or of the index comprising, the
futures contract. If the futures price at the expiration of the option
is below the exercise price, a Portfolio will retain the full amount of
the option premium which provides a partial hedge against any decline
that may have occurred in such Portfolio's holdings. The writing of a
put option on a futures contract constitutes a partial hedge against
increasing prices of the security or foreign currency which is
deliverable under, or of the index comprising, the futures contract. If
the futures price at expiration of the option is higher than the
exercise price, a Portfolio will retain the full amount of the option
premium which provides a partial hedge against any increase in the
price of securities which that Portfolio is considering buying. If a
call or put option a Portfolio has written is exercised, such Portfolio
will incur a loss which will be reduced by the amount of the premium it
received. Depending on the degree of correlation between the change
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in the value of its portfolio securities and changes in the value of
the futures positions, that Portfolio's losses from existing options on
futures may to some extent be reduced or increased by changes in the
value of portfolio securities.
The purchase of a put option on a futures contract is similar in some
respects to the purchase of protective put options on portfolio
securities. For example, a Portfolio may buy a put option on a futures
contract to hedge its portfolio securities against the risk of falling
prices or rising interest rates.
The amount of risk a Portfolio assumes when it buys an option on a
futures contract is the premium paid for the option plus related
transaction costs. In addition to the correlation risks discussed
above, the purchase of an option also entails the risk that changes in
the value of the underlying futures contract will not be fully
reflected in the value of the options bought.
C. OPTIONS ON SECURITIES. In an effort to increase current income and to
reduce fluctuations in net asset value, each of the Portfolios other
than the Tax-Exempt Portfolio and the Income Plus Portfolio may write
covered put and call options and buy put and call options on securities
that are traded on United States and foreign securities exchanges and
over-the-counter. A Portfolio also may write call options that are not
covered for cross-hedging purposes. A Portfolio may write and buy
options on the same types of securities that the Portfolio may purchase
directly. There are no specific limitations on the Portfolios' writing
and buying of options on securities.
A put option gives the holder the right, upon payment of a premium, to
deliver a specified amount of a security to the writer of the option on
or before a fixed date at a predetermined price. A call option gives
the holder the right, upon payment of a premium, to call upon the
writer to deliver a specified amount of a security on or before a fixed
date at a predetermined price.
A put option written by a Portfolio is "covered" if the Portfolio (i)
segregates cash not available for investment or high-grade liquid
assets with a value equal to the exercise price with its custodian or
(ii) holds a put on the same security and in the same principal amount
as the put written and the exercise price of the put held is equal to
or greater than the exercise price of the put written. The premium paid
by the buyer of an option will reflect, among other things, the
relationship of the exercise price to the market price and the
volatility of the underlying security, the remaining term of the
option, supply and demand and interest rates.
A call option written by a Portfolio is "covered" if the Portfolio owns
the underlying security covered by the call or has an absolute and
immediate right to acquire that security without additional cash
consideration (or has segregated additional cash with its custodian)
upon conversion or exchange of other securities held in its portfolio.
A call option written by a Portfolio is also deemed to be covered if
that Portfolio holds a call on the same security and in the same
principal amount as the call written and the exercise price of the call
held (i) is equal to or less than the exercise price of the call
written or (ii) is greater than the exercise price of the call written
if the difference is segregated with its custodian.
A Portfolio may also write call options that are not covered for cross
hedging purposes. A Portfolio collateralizes its obligation under a
written call option for cross-hedging purposes by segregating cash or
high-grade liquid assets in an amount not less than the market value of
the underlying security, marked-to-market daily. A Portfolio would
write a call option for cross-hedging purposes, instead of writing a
covered call option, when the premium to be received from the
cross-hedge transaction would exceed that which would be received from
writing a covered call option and the portfolio manager believes that
writing the option would achieve the desired hedge.
If a put or call option written by a Portfolio were exercised, the
Portfolio would be obligated to buy or sell the underlying security at
the exercise price. Writing a put option involves the risk of a
decrease in the market value of the underlying security, in which case
the option could be exercised and the underlying security would then be
sold by the option holder to the Portfolio at a higher price than its
current market value. Writing a call option involves the risk of an
increase in the market value of the underlying security, in which case
the option could be exercised and the underlying security would then be
sold by the Portfolio to the option holder at a lower price than its
current market value. Those risks could be reduced by entering into an
offsetting transaction. A Portfolio retains the premium received from
writing a put or call option whether or not the option is exercised.
The writer of an option may have no control when the underlying
security must be sold, in the case of a call option, or bought, in the
case of a put option, since with regard to certain options, the writer
may be assigned an exercise notice at any time prior to the termination
of the obligation. Whether or not an option expires unexercised, the
writer retains the amount of the premium. This amount, of course, may,
in the case of a covered call option, be offset by a decline in the
market value of the underlying
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security during the option period. If a call option is exercised, the
writer experiences a profit or loss from the sale of the underlying
security. If a put option is exercised, the writer must fulfill the
obligation to buy the underlying security at the exercise price, which
will usually exceed the then market value of the underlying security.
The writer of an option that wishes to terminate its obligation may
effect a "closing purchase transaction." This is accomplished by buying
an option of the same series as the option previously written. The
effect of the purchase is that the writer's position will be canceled
by the clearing corporation. However, a writer may not effect a closing
purchase transaction after being notified of the exercise of an option.
Likewise, an investor who is the holder of an option may liquidate its
position by effecting a "closing sale transaction." This is
accomplished by selling an option of the same series as the option
previously bought. There is no guarantee that either a closing purchase
or a closing sale transaction can be effected.
In the case of a written call option, effecting a closing transaction
will permit a Portfolio to write another call option on the underlying
security with either a different exercise price or expiration date or
both. In the case of a written put option, such transaction will permit
the Portfolio to write another put option to the extent that the
exercise price thereof is secured by deposited high-grade liquid
assets. Effecting a closing transaction also will permit the cash or
proceeds from the concurrent sale of any securities subject to the
option to be used for other Portfolio investments. If a Portfolio
desires to sell a particular security on which the Portfolio has
written a call option, such Portfolio will effect a closing transaction
prior to or concurrent with the sale of the security.
A Portfolio will realize a profit from a closing transaction if the
price of a purchase transaction is less than the premium received from
writing the option or the price received from a sale transaction is
more than the premium paid to buy the option. The Portfolio will
realize a loss from a closing transaction if the price of the purchase
transaction is more than the premium received from writing the option
or the price received from a sale transaction is less than the premium
paid to buy the option. Because increases in the market price of a call
option will generally reflect increases in the market price of the
underlying security, any loss resulting from the repurchase of a call
option is likely to be offset in whole or in part by appreciation of
the underlying security owned by the Portfolio.
An option position may be closed out only where a secondary market for
an option of the same series exists. If a secondary market does not
exist, a Portfolio may not be able to effect closing transactions in
particular options and that Portfolio would have to exercise the
options in order to realize any profit. If a Portfolio is unable to
effect a closing purchase transaction in a secondary market, it will
not be able to sell the underlying security until the option expires or
it delivers the underlying security upon exercise. Reasons for the
absence of a liquid secondary market may include the following: (i)
there may be insufficient trading interest in certain options, (ii)
restrictions may be imposed by a national securities exchange on which
the option is traded ("Exchange") on opening or closing transactions or
both, (iii) trading halts, suspensions or other restrictions may be
imposed with respect to particular classes or series of options or
underlying securities, (iv) unusual or unforeseen circumstances may
interrupt normal operations on an Exchange, (v) the facilities of an
Exchange or the Options Clearing Corporation ("OCC") may not at all
times be adequate to handle current trading volume, or (vi) one or more
Exchanges could, for economic or other reasons, decide or be compelled
at some future date to discontinue the trading of options (or a
particular class or series of options), in which event the secondary
market on that Exchange (or in that class or series of options) would
cease to exist, although outstanding options on that Exchange that had
been issued by the OCC as a result of trades on that Exchange would
continue to be exercisable in accordance with their terms.
Each of the Portfolios other than the Tax-Exempt Portfolio and the
Income Plus Portfolio may write options in connection with
buy-and-write transactions. In other words, the Portfolio may buy a
security and then write a call option against that security. The
exercise price of such call will depend upon the expected price
movement of the underlying security. The exercise price of a call
option may be below ("in-the-money"), equal to ("at-the-money") or
above ("out-of-the-money") the current value of the underlying security
at the time the option is written. Buy-and-write transactions using
in-the-money call options may be used when it is expected that the
price of the underlying security will remain flat or decline moderately
during the option period. Buy-and-write transactions using at-the-money
call options may be used when it is expected that the price of the
underlying security will remain fixed or advance moderately during the
option period. Buy-and-write transactions using out-of-the-money call
options may be used when it is expected that the premiums received from
writing the call option plus the appreciation in the market price of
the underlying security up to the exercise price will be greater than
the appreciation in the price of the underlying security alone. If the
call options are exercised in such transactions, the Portfolio's
maximum gain will be the premium received by it for writing the option,
adjusted upwards or downwards by the difference between that
Portfolio's purchase price of the
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security and the exercise price. If the options are not exercised and
the price of the underlying security declines, the amount of such
decline will be offset by the amount of premium received.
The writing of covered put options is similar in terms of risk and
return characteristics to buy-and-write transactions. If the market
price of the underlying security rises or otherwise is above the
exercise price, the put option will expire worthless and a Portfolio's
gain will be limited to the premium received. If the market price of
the underlying security declines or otherwise is below the exercise
price, a Portfolio may elect to close the position or take delivery of
the security at the exercise price and that Portfolio's return will be
the premium received from the put options minus the amount by which the
market price of the security is below the exercise price.
A Portfolio may buy put options to hedge against a decline in the value
of its Portfolio. By using put options in this way, a Portfolio will
reduce any profit it might otherwise have realized in the underlying
security by the amount of the premium paid for the put option and by
transaction costs.
A Portfolio may buy call options to hedge against an increase in the
price of securities that it may buy in the future. The premium paid for
the call option plus any transaction costs will reduce the benefit, if
any, realized by such Portfolio upon exercise of the option, and,
unless the price of the underlying security rises sufficiently, the
option may expire worthless to that Portfolio.
In purchasing an option, a Portfolio would be in a position to realize
a gain if, during the option period, the price of the underlying
security increased (in the case of a call) or decreased (in the case of
a put) by an amount in excess of the premium paid and would realize a
loss if the price of the underlying security did not increase (in the
case of a call) or decrease (in the case of a put) during the period by
more than the amount of the premium. If a put or call option purchased
by a Portfolio were permitted to expire without being sold or
exercised, the Portfolio would lose the amount of the premium.
Although they entitle the holder to buy equity securities, warrants on
and options to purchase equity securities do not entitle the holder to
dividends or voting rights with respect to the underlying securities,
nor do they represent any rights in the assets of the issuer of those
securities.
In addition to options on securities, a Portfolio may also purchase and
sell call and put options on securities indexes. A stock index reflects
in a single number the market value of many different stocks. Relative
values are assigned to the stocks included in an index and the index
fluctuates with changes in the market values of the stocks. The options
give the holder the right to receive a cash settlement during the term
of the option based on the difference between the exercise price and
the value of the index. By writing a put or call option on a securities
index, the Portfolio is obligated, in return for the premium received,
to make delivery of this amount. The Portfolio may offset its position
in stock index options prior to expiration by entering into a closing
transaction on an exchange or it may let the option expire unexercised.
Use of options on securities indexes entails the risk that trading in
the options may be interrupted if trading in certain securities
included in the index is interrupted. The Portfolio will not purchase
these options unless the sub-adviser is satisfied with the development,
depth and liquidity of the market and believes the options can be
closed out.
Price movements in the Portfolio's securities may not correlate
precisely with movements in the level of an index and, therefore, the
use of options on indexes cannot serve as a complete hedge and will
depend, in part, on the ability of its portfolio manager to predict
correctly movements in the direction of the stock market generally or
of a particular industry. Because options on securities indexes require
settlement in cash, the portfolio manager may be forced to liquidate
portfolio securities to meet settlement obligations.
The amount of risk a Portfolio assumes when it buys an option on a
futures contract is the premium paid for the option plus related
transaction costs. In addition to the correlation risks discussed
above, the purchase of an option also entails the risk that changes in
the value of the underlying futures contract will not be fully
reflected in the value of the options bought.
D. OPTIONS ON FOREIGN CURRENCIES. Each of the Portfolios other than the
Tax-Exempt Portfolio and the Income Plus Portfolio may buy and write
options on foreign currencies in a manner similar to that in which
futures contracts or forward contracts on foreign currencies will be
utilized. For example, a decline in the U.S. dollar value of a foreign
currency in which portfolio securities are denominated will reduce the
U.S. dollar value of such securities, even if their value in the
foreign currency remains constant. In order to protect against such
diminutions in the value of portfolio securities, a Portfolio may buy
put options on the foreign
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currency. If the value of the currency declines, such Portfolio will
have the right to sell such currency for a fixed amount in U.S. dollars
and will offset, in whole or in part, the adverse effect on its
portfolio.
Conversely, when a rise in the U.S. dollar value of a currency in which
securities to be acquired are denominated is projected, thereby
increasing the cost of such securities, a Portfolio may buy call
options thereon. The purchase of such options could offset, at least
partially, the effects of the adverse movements in exchange rates. As
in the case of other types of options, however, the benefit to a
Portfolio from purchases of foreign currency options will be reduced by
the amount of the premium and related transaction costs. In addition,
if currency exchange rates do not move in the direction or to the
extent desired, a Portfolio could sustain losses on transactions in
foreign currency options that would require such Portfolio to forego a
portion or all of the benefits of advantageous changes in those rates.
In addition, in the case of other types of options, the benefit to the
Portfolio from purchases of foreign currency options will be reduced by
the amount of the premium and related transaction costs.
A Portfolio may also write options on foreign currencies. For example,
in attempting to hedge against a potential decline in the U.S. dollar
value of foreign currency denominated securities due to adverse
fluctuations in exchange rates, a Portfolio could, instead of
purchasing a put option, write a call option on the relevant currency.
If the expected decline occurs, the option will most likely not be
exercised and the diminution in value of portfolio securities will be
offset by the amount of the premium received.
Similarly, instead of purchasing a call option to attempt to hedge
against a potential increase in the U.S. dollar cost of securities to
be acquired, a Portfolio could write a put option on the relevant
currency which, if rates move in the manner projected, will expire
unexercised and allow that Portfolio to hedge the increased cost up to
the amount of premium. As in the case of other types of options,
however, the writing of a foreign currency option will constitute only
a partial hedge up to the amount of the premium. If exchange rates do
not move in the expected direction, the option may be exercised and a
Portfolio would be required to buy or sell the underlying currency at a
loss which may not be offset by the amount of the premium. Through the
writing of options on foreign currencies, a Portfolio also may lose all
or a portion of the benefits which might otherwise have been obtained
from favorable movements in exchange rates.
A Portfolio may write covered call options on foreign currencies. A
call option written on a foreign currency by a Portfolio is "covered"
if that Portfolio owns the underlying foreign currency covered by the
call or has an absolute and immediate right to acquire that foreign
currency without additional cash consideration (or for additional cash
consideration that is segregated by its custodian) upon conversion or
exchange of other foreign currency held in its portfolio. A call option
is also covered if a Portfolio has a call on the same foreign currency
and in the same principal amount as the call written if the exercise
price of the call held (i) is equal to or less than the exercise price
of the call written or (ii) is greater than the exercise price of the
call written, if the difference is maintained by such Portfolio in cash
or high-grade liquid assets that are segregated with the Fund's
custodian.
Each of the Portfolios other than the Tax-Exempt Portfolio and the
Income Plus Portfolio may write call options on foreign currencies for
cross-hedging purposes that would not be deemed to be covered. A call
option on a foreign currency is for cross-hedging purposes if it is not
covered but is designed to provide a hedge against a decline due to an
adverse change in the exchange rate in the U.S. dollar value of a
security which the Portfolio owns or has the right to acquire and which
is denominated in the currency underlying the option. In such
circumstances, a Portfolio collateralizes the option by segregating
cash or high-grade liquid assets in an amount not less than the value
of the underlying foreign currency in U.S. dollars marked-to-market
daily.
E. FORWARD CONTRACTS. A forward contract is an agreement between
two parties in which one party is obligated to deliver a stated amount
of a stated asset at a specified time in the future and the other party
is obligated to pay a specified invoice amount for the assets at the
time of delivery. Each of the Portfolios other than the Tax-Exempt
Portfolio and Income Plus Portfolio may enter into forward contracts to
purchase and sell government securities, foreign currencies or other
financial instruments. Forward contracts generally are traded in an
interbank market conducted directly between traders (usually large
commercial banks) and their customers. Unlike futures contracts, which
are standardized contracts, forward contracts can be specifically drawn
to meet the needs of the parties that enter into them. The parties to a
forward contract may agree to offset or terminate the contract before
its maturity, or may hold the contract to maturity and complete the
contemplated exchange.
The following discussion summarizes the Aggressive Growth, C.A.S.E.,
Capital Appreciation, Global, Growth, Equity-Income, Tactical Asset
Allocation, Balanced and Flexible Income Portfolios' principal uses of
forward foreign currency exchange contracts ("forward currency
contracts"). A Portfolio may enter into forward currency contracts with
stated contract values of up to the value of that Portfolio's assets. A
forward currency contract is an obligation to buy or sell an amount of
a specified
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currency for an agreed price (which may be in U.S. dollars or another
foreign currency). A Portfolio will exchange foreign currencies for
U.S. dollars and for other foreign currencies in the normal course of
business and may buy and sell currencies through forward currency
contracts in order to fix a price for securities it has agreed to buy
or sell ("transaction hedge"). A Portfolio also may hedge some or all
of its investments denominated in foreign currency against a decline in
the value of that currency relative to the U.S. dollar by entering into
forward currency contracts to sell an amount of that currency (or a
proxy currency whose performance is expected to replicate or exceed the
performance of that currency relative to the U.S. dollar) approximating
the value of some or all of its portfolio securities denominated in
that currency ("position hedge") or by participating in options or
futures contracts with respect to the currency. A Portfolio also may
enter into a forward currency contract with respect to a currency where
such Portfolio is considering the purchase or sale of investments
denominated in that currency but has not yet selected the specific
investments ("anticipatory hedge"). In any of these circumstances a
Portfolio may, alternatively, enter into a forward currency contract to
purchase or sell one foreign currency for a second currency that is
expected to perform more favorably relative to the U.S. dollar if the
portfolio manager believes there is a reasonable degree of correlation
between movements in the two currencies ("cross-hedge").
These types of hedging seek to minimize the effect of currency
appreciation as well as depreciation, but do not eliminate fluctuations
in the underlying U.S. dollar equivalent value of the proceeds of or
rates of return on a Portfolio's foreign currency denominated portfolio
securities. The matching of the increase in value of a forward contract
and the decline in the U.S. dollar equivalent value of the foreign
currency denominated asset that is the subject of the hedge generally
will not be precise. Shifting a Portfolio's currency exposure from one
foreign currency to another removes that Portfolio's opportunity to
profit from increases in the value of the original currency and
involves a risk of increased losses to such Portfolio if its portfolio
manager's position projection of future exchange rates is inaccurate.
Proxy hedges and cross-hedges may result in losses if the currency used
to hedge does not perform similarly to the currency in which hedged
securities are denominated. Unforeseen changes in currency prices may
result in poorer overall performance for a Portfolio than if it had not
entered into such contracts.
A Portfolio will cover outstanding forward currency contracts by
maintaining liquid portfolio securities denominated in the currency
underlying the forward contract or the currency being hedged. To the
extent that a Portfolio is not able to cover its forward currency
positions with underlying portfolio securities, its custodian will
segregate cash or high-grade liquid assets having a value equal to the
aggregate amount of such Portfolio's commitments under forward
contracts entered into with respect to position hedges, cross-hedges
and anticipatory hedges. If the value of the securities used to cover a
position or the value of segregated assets declines, the Portfolio will
find alternative cover or segregate additional cash or high-grade
liquid assets on a daily basis so that the value of the covered and
segregated assets will be equal to the amount of a Portfolio's
commitments with respect to such contracts. As an alternative to
segregating assets, a Portfolio may buy call options permitting such
Portfolio to buy the amount of foreign currency being hedged by a
forward sale contract or a Portfolio may buy put options permitting it
to sell the amount of foreign currency subject to a forward buy
contract.
While forward contracts are not currently regulated by the CFTC, the
CFTC may in the future assert authority to regulate forward contracts.
In such event, a Portfolio's ability to utilize forward contracts may
be restricted. In addition, a Portfolio may not always be able to enter
into forward contracts at attractive prices and may be limited in its
ability to use these contracts to hedge its assets.
F. SWAPS AND SWAP-RELATED PRODUCTS. In order to attempt to protect the
value of its investments from interest rate or currency exchange rate
fluctuations, each of the Portfolios other than the Tax-Exempt
Portfolio and the Income Plus Portfolio may enter into interest rate
and currency exchange rate swaps, and may buy or sell interest rate and
currency exchange rate caps and floors. The portfolio manager expects
to enter into these transactions primarily to attempt to preserve a
return or spread on a particular investment or portion of its
portfolio. A Portfolio also may enter into these transactions to
attempt to protect against any increase in the price of securities the
Portfolio may consider buying at a later date.
Each Portfolio does not intend to use these transactions as a
speculative investment. Interest rate swaps involve the exchange by a
Portfolio with another party of their respective commitments to pay or
receive interest, E.G., an exchange of floating rate payments for fixed
rate payments. The exchange commitments can involve payments to be made
in the same currency or in different currencies. The purchase of an
interest rate cap entitles the purchaser, to the extent that a
specified index exceeds a predetermined interest rate, to receive
payments of interest on a contractually based principal amount from the
party selling the interest rate cap. The purchase of an interest rate
floor entitles the purchaser, to the extent that a specified index
falls below a predetermined interest rate, to receive payments of
interest on a contractually based principal amount from the party
selling the interest rate floor.
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Each of the Portfolios other than the Tax-Exempt and Income Plus
Portfolios may enter into interest rate swaps, caps and floors on
either an asset-based or liability-based basis, depending upon whether
it is hedging its assets or its liabilities, and will usually enter
into interest rate swaps on a net basis (i.e., the two payment streams
are netted out, with a Portfolio receiving or paying, as the case may
be, only the net amount of the two payments). The net amount of the
excess, if any, of a Portfolio's obligations over its entitlements with
respect to each interest rate swap will be calculated on a daily basis
and an amount of cash or high-grade liquid assets having an aggregate
net asset at least equal to the accrued excess will be segregated by
its custodian. If a Portfolio enters into an interest rate swap on
other than a net basis, it will maintain a segregated account in the
full amount accrued on a daily basis of its obligations with respect to
the swap. A Portfolio will not enter into any interest rate swap, cap
or floor transaction unless the unsecured senior debt or the
claims-paying ability of the other party thereto is rated in one of the
three highest rating categories of at least one nationally recognized
statistical rating organization at the time of entering into such
transaction. The portfolio manager will monitor the creditworthiness of
all counterparties on an ongoing basis. If there is a default by the
other party to such a transaction, the Portfolio will have contractual
remedies pursuant to the agreements related to the transaction.
The swap market has grown substantially in recent years with a large
number of banks and investment banking firms acting both as principals
and as agents utilizing standardized swap documentation. The
sub-advisers have determined that, as a result, the swap market has
become relatively liquid. Caps and floors are more recent innovations
for which standardized documentation has not yet been developed and,
accordingly, they are less liquid than swaps. To the extent a Portfolio
sells (i.e., writes) caps and floors, it will segregate cash or
high-grade liquid assets having an aggregate net asset value at least
equal to the full amount, accrued on a daily basis, of its obligations
with respect to any caps or floors.
There is no limit on the amount of interest rate swap transactions that
may be entered into by the Aggressive Growth, Capital Appreciation,
Global, Growth, C.A.S.E., Equity-Income, Tactical Asset Allocation,
Balanced and Flexible Income Portfolios, although none of the
Portfolios presently intends to engage in such transactions in excess
of 5% of its total assets. These transactions may in some instances
involve the delivery of securities or other underlying assets by a
Portfolio or its counterparty to collateralize obligations under the
swap. Under the documentation currently used in those markets, the risk
of loss with respect to interest rate swaps is limited to the net
amount of the interest payments that a Portfolio is contractually
obligated to make. If the other party to an interest rate swap that is
not collateralized defaults, a Portfolio would risk the loss of the net
amount of the payments that it contractually is entitled to receive. A
Portfolio may buy and sell (i.e., write) caps and floors without
limitation, subject to the segregation requirement described above.
In addition to the instruments, strategies and risks described in this
Statement of Additional Information and in the Prospectus, there may be
additional opportunities in connection with options, futures contracts,
forward currency contracts and other hedging techniques, that become
available as the portfolio managers develop new techniques, as
regulatory authorities broaden the range of permitted transactions and
as new instruments are developed. The portfolio managers may use these
opportunities to the extent they are consistent with the Portfolio's
investment objective and are permitted by the Portfolio's investment
limitations and applicable regulatory requirements.
G. EURODOLLAR INSTRUMENTS. The Portfolios may each make investments in
Eurodollar instruments. Eurodollar instruments are U.S.
dollar-denominated futures contracts or options thereon which are
linked to the London Interbank Offered Rate (the "LIBOR"), although
foreign currency-denominated instruments are available from time to
time. Eurodollar futures contracts enable purchasers to obtain a fixed
rate for the lending of funds and sellers to obtain a fixed rate for
borrowings. A Portfolio might use Eurodollar futures contracts and
options thereon to hedge against changes in LIBOR, to which many
interest rate swaps and fixed income instruments are linked.
H. SPECIAL INVESTMENT CONSIDERATIONS AND RISKS. The successful use of
the investment practices described above with respect to futures
contracts, options on futures contracts, forward contracts, options on
securities and on foreign currencies, and swaps and swap-related
products draws upon skills and experience which are different from
those needed to select the other instruments in which a Portfolio
invests. Should interest or exchange rates or the prices of securities
or financial indices move in an unexpected manner, a Portfolio may not
achieve the desired benefits of the foregoing instruments or may
realize losses and thus be in a worse position than if such strategies
had not been used. Unlike many exchange-traded futures contracts and
options on futures contracts, there are no daily price fluctuation
limits with respect to options on currencies, forward contracts and
other negotiated or over-the-counter instruments, and adverse market
movements could therefore continue to an unlimited extent over a period
of time. In addition, the correlation between movements in the price of
the securities and currencies hedged or used for cover will not be
perfect and could produce unanticipated losses.
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A Portfolio's ability to dispose of its positions in the foregoing
instruments will depend on the availability of liquid markets in the
instruments. Markets in a number of the instruments are relatively new
and still developing, and it is impossible to predict the amount of
trading interest that may exist in those instruments in the future.
Particular risks exist with respect to the use of each of the foregoing
instruments and could result in such adverse consequences to a
Portfolio as the possible loss of the entire premium paid for an option
bought by a Portfolio, the inability of the Portfolio, as the writer of
a covered call option, to benefit from the appreciation of the
underlying securities above the exercise price of the option and the
possible need to defer closing out positions in certain instruments to
avoid adverse tax consequences. As a result, no assurance can be given
that a Portfolio will be able to use those instruments effectively for
their intended purposes.
In connection with certain of its hedging transactions, a Portfolio
must segregate assets with the Fund's custodian bank to ensure that
such Portfolio will be able to meet its obligations pursuant to these
instruments. Segregated assets generally may be not be disposed of for
so long as a Portfolio maintains the positions giving rise to the
segregation requirement. Segregation of a large percentage of a
Portfolio's assets could impede implementation of that Portfolio's
investment policies or its ability to meet redemption requests or other
current obligations.
I. ADDITIONAL RISKS OF OPTIONS ON FOREIGN CURRENCIES, FORWARD CONTRACTS
AND FOREIGN INSTRUMENTS. Unlike transactions entered into by a
Portfolio in futures contracts, options on foreign currencies and
forward contracts are not traded on contract markets regulated by the
CFTC or (with the exception of certain foreign currency options) by the
SEC. To the contrary, such instruments are traded through financial
institutions acting as market-makers, although foreign currency options
are also traded on certain national securities exchanges, such as the
Philadelphia Stock Exchange and the Chicago Board Options Exchange,
subject to SEC regulation. Options on currencies may be traded
over-the-counter. In an over-the-counter trading environment, many of
the protections afforded to exchange participants will not be
available. For example, there are no daily price fluctuation limits,
and adverse market movements could therefore continue to an unlimited
extent over a period of time. Although the buyer of an option cannot
lose more than the amount of the premium plus related transaction
costs, this entire amount could be lost. Moreover, an option writer and
a buyer or seller of futures or forward contracts could lose amounts
substantially in excess of any premium received or initial margin or
collateral posted due to the potential additional margin and collateral
requirements associated with such positions.
Options on foreign currencies traded on national securities exchanges
are within the jurisdiction of the SEC, as are other securities traded
on such exchanges. As a result, many of the protections provided to
traders on organized exchanges will be available with respect to such
transactions. In particular, all foreign currency option positions
entered into on a national securities exchange are cleared and
guaranteed by the OCC, thereby reducing the risk of counterparty
default. Further, a liquid secondary market in options traded on a
national securities exchange may be more readily available than in the
over-the-counter market, potentially permitting a Portfolio to
liquidate open positions at a profit prior to exercise or expiration,
or to limit losses in the event of adverse market movements.
The purchase and sale of exchange-traded foreign currency options,
however, is subject to the risks of the availability of a liquid
secondary market described above, as well as the risks regarding
adverse market movements, margining of options written, the nature of
the foreign currency market, possible intervention by governmental
authorities and the effects of other political and economic events. In
addition, exchange-traded options on foreign currencies involve certain
risks not presented by the over-the-counter market. For example,
exercise and settlement of such options must be made exclusively
through the OCC, which has established banking relationships in
applicable foreign countries for this purpose. As a result, the OCC
may, if it determines that foreign government restrictions or taxes
would prevent the orderly settlement of foreign currency option
exercises, or would result in undue burdens on the OCC or its clearing
member, impose special procedures on exercise and settlement, such as
technical changes in the mechanics of delivery of currency, the fixing
of dollar settlement prices or prohibitions on exercise.
In addition, options on U.S. government securities, futures contracts,
options on futures contracts, forward contracts and options on foreign
currencies may be traded on foreign exchanges and over-the-counter in
foreign countries. Such transactions are subject to the risk of
governmental actions affecting trading in or the prices of foreign
currencies or securities. The value of such positions also could be
adversely affected by (i) other complex foreign political and economic
factors, (ii) lesser availability than in the United States of data on
which to make trading decisions, (iii) delays in a Portfolio's ability
to act upon economic events occurring in foreign markets during
nonbusiness hours in the United States, (iv) the imposition of
different exercise and settlement terms and procedures and margin
requirements than in the United States, and (v) low trading volume.
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OTHER INVESTMENT COMPANIES.
The Tactical Asset Allocation Portfolio may invest up to 10% of its
total assets, calculated at the time of purchase, in the securities of money
market funds, which are investment companies. The Portfolio may not invest (i)
more than 5% of its total assets in the securities of any one investment company
or (ii) in more than 3% of the total outstanding voting securities of any other
investment company. The Portfolio will indirectly bear its proportionate share
of any investment advisory fees and expenses paid by the funds in which it
invests, in addition to the investment advisory fee and expenses paid by the
Portfolio.
ZERO COUPON, PAY-IN-KIND AND STEP COUPON SECURITIES.
Although it is the policy of the Flexible Income, Income Plus and
Tactical Asset Allocation Portfolios to invest primarily in income-producing
securities, each of the Portfolios other than the Aggressive Growth Portfolio
may invest up to 10% of their assets in zero coupon, pay-in-kind and step-coupon
securities. Zero-coupon bonds are issued and traded at a discount from their
face value. They do not entitle the holder to any periodic payment of interest
prior to maturity. Step coupon bonds trade at a discount from their face value
and pay coupon interest. The coupon rate is low for an initial period and then
increases to a higher coupon rate thereafter. The discount from the face amount
or par value depends on the time remaining until cash payments begin, prevailing
interest rates, liquidity of the security and the perceived credit quality of
the issuer. Pay-in-kind bonds give the issuer an option to pay cash at a coupon
payment date or give the holder of the security a similar bond with the same
coupon rate and a face value equal to the amount of the coupon payment that
would have been made. The Flexible Income Portfolio may also invest in "strips",
which are debt securities that are stripped of their interest after the
securities are issued, but otherwise are comparable to zero coupon bonds.
Current federal income tax law requires holders of zero-coupon
securities and step-coupon securities to report the portion of the original
issue discount on such securities that accrues that year as interest income,
even though the holders receive no cash payments of interest during the year. In
order to qualify as a "regulated investment company" under the Internal Revenue
Code of 1986 ("Code"), a Portfolio must distribute its investment company
taxable income, including the original issue discount accrued on zero-coupon or
step-coupon bonds. Because it will not receive cash payments on a current basis
in respect of accrued original-issue discount on zero-coupon bonds or
step-coupon bonds during the period before interest payments begin, in some
years a Portfolio may have to distribute cash obtained from other sources in
order to satisfy the distribution requirements under the Code. A Portfolio might
obtain such cash from selling other portfolio holdings. These actions may reduce
the assets to which Portfolio expenses could be allocated and may reduce the
rate of return for such Portfolio. In some circumstances, such sales might be
necessary in order to satisfy cash distribution requirements even though
investment considerations might otherwise make it undesirable for a Portfolio to
sell the securities at the time.
Generally, the market prices of zero-coupon bonds and strip securities
are more volatile than the prices of securities that pay interest periodically
and in cash and are likely to respond to changes in interest rates to a greater
degree than other types of debt securities having similar maturities and credit
quality.
INCOME-PRODUCING SECURITIES.
As a fundamental policy, the Flexible Income Portfolio may not purchase
a non-income-producing security if, after such purchase, less than 80% of the
Flexible Income Portfolio's total assets would be invested in income-producing
securities. Income-producing securities include securities that make periodic
income payments, as well as those that make interest payments on a deferred
basis, or pay interest at maturity (as in the case with treasury bills or
zero-coupon bonds).
The Flexible Income Portfolio will purchase defaulted securities only
when its portfolio manager believes, based upon his analysis of the financial
condition, results of operations and economic outlook of an issuer, that there
is potential for resumption of income payments and that the securities offer an
unusual opportunity for capital appreciation. Notwithstanding the portfolio
manager's belief as to the resumption of income payments, however, the purchase
of any security on which payment of interest or dividends is suspended involves
a high degree of risk. Such risk includes, among other things, the following:
A. FINANCIAL AND MARKET RISKS. Investments in securities that are in
default involve a high degree of financial and market risks that can
result in substantial or at times even total losses. Issuers of
defaulted securities may have substantial capital needs and may
become involved in bankruptcy or reorganization proceedings. Among
the problems involved in investments in such issuers is the fact that
it may be difficult to obtain information about the condition of such
issuers. The market prices of such securities also are subject to
abrupt and erratic movements and above average price volatility, and
the spread between the bid and asked prices of such securities may be
greater than normally expected.
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B. DISPOSITION OF PORTFOLIO SECURITIES. Although the Flexible Income
Portfolio generally intends to purchase securities for which its
portfolio manager expects an active market to be maintained,
defaulted securities may be less actively traded than other
securities and it may be difficult to dispose of substantial holdings
of such securities at prevailing market prices. The Flexible Income
Portfolio will limit its holdings of any such securities to amounts
that its portfolio manager believes could be readily sold, and its
holdings of such securities would, in any event, be limited so as not
to limit the Flexible Income Portfolio's ability to readily dispose
of its securities to meet redemptions.
C. OTHER. Defaulted securities require active monitoring and may, at
times, require participation in bankruptcy or receivership
proceedings on behalf of the Flexible Income Portfolio.
Other types of income producing securities that the Portfolios may
purchase include, but are not limited to, the following types of securities:
VARIABLE AND FLOATING RATE OBLIGATIONS. These types of securities are
relatively long-term instruments that often carry demand features
permitting the holder to demand payment of principal at any time or at
specified intervals prior to maturity.
STANDBY COMMITMENTS. These instruments, which are similar to a put, give
the Portfolios the option to obligate a broker, dealer or bank to
repurchase a security held by the Portfolios at a specified price.
TENDER OPTION BONDS. Tender option bonds are relatively long-term bonds
that are coupled with the agreement of a third party (such as a broker,
dealer or bank) to grant the holders of such securities the option to
tender the securities to the institution at periodic intervals.
INVERSE FLOATERS. Inverse floaters are instruments whose interest bears an
inverse relationship to the interest rate on another security. The
Portfolios will not invest more than 5% of their respective assets in
inverse floaters.
The Portfolios will purchase instruments with demand features, standby
commitments and tender option bonds primarily for the purpose of increasing the
liquidity of their portfolios.
LENDING OF PORTFOLIO SECURITIES.
Subject to any applicable investment restriction relating to lending,
each of the Portfolios other than the Tax-Exempt Portfolio and the may lend
securities from its portfolio. Under applicable regulatory requirements (which
are subject to change), the following conditions apply to securities loans: a)
the loan must be continuously secured by liquid assets maintained on a current
basis in an amount at least equal to the market value of the securities loaned;
b) a Portfolio must receive any dividends or interest paid by the issuer on such
securities; c) a Portfolio must have the right to call the loan and obtain the
securities loaned at any time upon notice of not more than five business days,
including the right to call the loan to permit voting of the securities; and d)
a Portfolio must receive either interest from the investment of collateral or a
fixed fee from the borrower. Securities loaned by a Portfolio remain subject to
fluctuations in market value. A Portfolio may pay reasonable finders, custodian
and administrative fees in connection with a loan. Securities lending, as with
other extensions of credit, involves the risk that the borrower may default.
Although securities loans will be fully collateralized at all times, a Portfolio
may experience delays in, or be prevented from, recovering the collateral.
During a period that a Portfolio seeks to enforce its rights against the
borrower, the collateral and the securities loaned remain subject to
fluctuations in market value. A Portfolio may also incur expenses in enforcing
its rights. If a Portfolio has sold the loaned security, it may not be able to
settle the sale of the security and may incur potential liability to the buyer
of the security on loan for its costs to cover the purchase. The Portfolios will
not lend securities to any advisers or sub-advisers to the Fund or their
affiliates. By lending its securities, a Portfolio can increase its income by
continuing to receive interest or dividends on the loaned securities as well as
by either investing the cash collateral in short-term securities or by earning
income in the form of interest paid by the borrower when U.S. government
securities are used as collateral.
JOINT ACCOUNTS
Janus Capital, the sub-adviser to the Growth, Global, Flexible
Income, Balanced and Capital Appreciation Portfolios, has received exemptive
relief from the SEC to permit any funds advised or sub-advised by Janus Capital
to invest in certain money market instruments through a joint account.
Accordingly, these Portfolios may purchase such instruments through a joint
account.
ILLIQUID SECURITIES.
Each of the Aggressive Growth, C.A.S.E., Capital Appreciation, Global,
Growth, Equity-Income, Tactical Asset Allocation, Balanced and Flexible Income
Portfolios may invest up to 15%, and each of the Tax-Exempt and Income Plus
Portfolios may invest up to 10%, of its net assets in illiquid securities (i.e.,
securities that are not readily marketable). The Board of Trustees has
authorized the sub-advisers to make liquidity determinations with respect to its
securities, including Rule 144A securities, commercial paper and municipal lease
obligations in accordance with the guidelines established by the Board of
Trustees. Under the guidelines, the portfolio
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<PAGE>
manager will consider the following factors in determining whether a Rule 144A
security or a municipal lease obligation is liquid: 1) the frequency of trades
and quoted prices for the security; 2) the number of dealers willing to purchase
or sell the security and the number of other potential purchasers; 3) the
willingness of dealers to undertake to make a market in the security; and 4) the
nature of the marketplace trades, including the time needed to dispose of the
security, the method of soliciting offers and the mechanics of the transfer.
With respect to municipal lease obligations, the portfolio managers of the
Tax-Exempt and Flexible Income Portfolios will also consider factors unique to
municipal lease obligations including the general creditworthiness of the
municipality, the importance of the property covered by the lease obligation and
the likelihood that the marketability of the obligation will be maintained
throughout the time the obligation is held by the Portfolio. The sale of
illiquid securities often requires more time and results in higher brokerage
charges or dealer discounts and other selling expenses than does the sale of
securities eligible for trading on national securities exchanges or in the
over-the-counter markets. A Portfolio may be restricted in its ability to sell
such securities at a time when the sub-advisor deems it advisable to do so. In
addition, in order to meet redemption requests, a Portfolio may have to sell
other assets, rather than such illiquid securities, at a time which is not
advantageous.
REPURCHASE AND REVERSE REPURCHASE AGREEMENTS.
Although each of the Portfolios may enter into repurchase and reverse
repurchase agreements, the Growth, C.A.S.E., Global, Flexible Income,
Tax-Exempt, Equity-Income and Income Plus Portfolios do not intend to invest
more than 5% of their assets, and the Balanced, Capital Appreciation, Aggressive
Growth and Tactical Asset Allocation Portfolios do not intend to invest more
than 15% of their assets, in either repurchase or reverse repurchase agreements.
In a repurchase agreement, a Portfolio purchases a security and simultaneously
commits to resell that security to the seller at an agreed upon price on an
agreed upon date within a number of days (usually not more than seven) from the
date of purchase. The resale price reflects the purchase price plus an agreed
upon incremental amount which is unrelated to the coupon rate or maturity of the
purchased security. A repurchase agreement involves the obligation of the seller
to pay the agreed upon price, which obligation is in effect secured by the value
(at least equal to the amount of the agreed upon resale price and
marked-to-market daily) of the underlying security or "collateral". A Portfolio
may engage in a repurchase agreement with respect to any security in which it is
authorized to invest. While it does not presently appear possible to eliminate
all risks from these transactions (particularly the possibility of a decline in
the market value of the underlying securities, as well as delays and costs to a
Portfolio in connection with bankruptcy proceedings), it is the policy of each
Portfolio to limit repurchase agreements to those parties whose creditworthiness
has been reviewed and found satisfactory by the investment sub-adviser for that
Portfolio and approved by the Board of Trustees of the Fund. In addition, the
Portfolios currently intend to invest primarily in repurchase agreements
collateralized by U.S. government securities whose value equals at least 100% of
the repurchase price, marked-to-market daily.
In a reverse repurchase agreement, a Portfolio sells a portfolio
instrument to another party, such as a bank or broker-dealer, in return for cash
and agrees to repurchase the instrument at a particular price and time. While a
reverse repurchase agreement is outstanding, a Portfolio will segregate cash and
appropriate liquid assets with the Fund's custodian to cover its obligation
under the agreement. The Portfolios will enter into reverse repurchase
agreements only with parties the investment sub-adviser for each Portfolio deems
creditworthy and that have been reviewed by the Board of Trustees of the Fund.
PASS-THROUGH SECURITIES.
Each of the Portfolios may, in varying degrees, invest in various types
of pass-through securities, such as mortgage-backed securities, asset-backed
securities and participation interests. A pass-through security is a share or
certificate of interest in a pool of debt obligations that have been repackaged
by an intermediary, such as a bank or broker-dealer. The purchaser receives an
undivided interest in the underlying pool of securities. The issuers of the
underlying securities make interest and principal payments to the intermediary
which are passed through to purchasers, such as the Portfolios. The most common
type of pass-through securities are mortgage-backed securities. Government
National Mortgage Association ("GNMA") Certificates are mortgage-backed
securities that evidence an undivided interest in a pool of mortgage loans. GNMA
Certificates differ from traditional bonds in that principal is paid back
monthly by the borrowers over the term of the loan rather than returned in a
lump sum at maturity. A Portfolio will generally purchase "modified
pass-through" GNMA Certificates, which entitle the holder to receive a share of
all interest and principal payments paid and owned on the mortgage pool, net of
fees paid to the "issuer" and GNMA, regardless of whether or not the mortgagor
actually makes the payment. GNMA Certificates are backed as to the timely
payment of principal and interest by the full faith and credit of the U.S.
government.
The Federal Home Loan Mortgage Corporation ("FHLMC") issues two types
of mortgage pass-through securities: mortgage participation certificates ("PCs")
and guaranteed mortgage certificates ("GMCs"). PCs resemble GNMA Certificates in
that each PC represents a pro rata share of all interest and principal payments
made and owned on the underlying pool. FHLMC guarantees timely payments of
interest on PCs and the full return of principal. GMCs also represent a pro rata
interest in a pool of mortgages. However,
27
<PAGE>
these instruments pay interest semi-annually and return principal once a year in
guaranteed minimum payments. This type of security is guaranteed by FHLMC as to
timely payment of principal and interest, but is not backed by the full faith
and credit of the U.S. government.
The Federal National Mortgage Association ("FNMA") issues guaranteed
mortgage pass-through certificates ("FNMA Certificates"). FNMA Certificates
resemble GNMA Certificates in that each FNMA Certificate represents a pro rata
share of all interest and principal payments made and owned on the underlying
pool. This type of security is guaranteed by FNMA as to timely payment of
principal and interest, but it is not backed by the full faith and credit of the
U.S. government.
Each of the mortgage-backed securities described above is characterized
by monthly payments to the holder, reflecting the monthly payments made by the
borrowers who received the underlying mortgage loans. The payments to the
security holders (such as a Portfolio), like the payments on the underlying
loans, represent both principal and interest. Although the underlying mortgage
loans are for specified periods of time, such as 20 or 30 years, the borrowers
can, and typically do, pay them off sooner. Thus, the security holders
frequently receive prepayments of principal in addition to the principal that is
part of the regular monthly payments. A borrower is more likely to prepay a
mortgage that bears a relatively high rate of interest. This means that in times
of declining interest rates, some of a Portfolio's higher yielding
mortgage-backed securities might be converted to cash and that Portfolio will be
forced to accept lower interest rates when that cash is used to purchase
additional securities in the mortgage-backed securities sector or in other
investment sectors. Mortgage and asset-backed securities may have periodic
income payments or may pay interest at maturity (as is the case with Treasury
bills or zero-coupon bonds).
Asset-backed securities represent interests in pools of consumer loans
and are backed by paper or accounts receivables originated by banks, credit card
companies or other providers of credit. Generally, the originating bank or
credit provider is neither the obliger or guarantor of the security and interest
and principal payments ultimately depend upon payment of the underlying loans by
individuals. Tax-exempt asset-backed securities include units of beneficial
interests in pools of purchase contracts, financing leases, and sales agreements
that may be created when a municipality enters into an installment purchase
contract or lease with a vendor. Such securities may be secured by the assets
purchased or leased by the municipality; however, if the municipality stops
making payments, there generally will be no recourse against the vendor. The
market for tax-exempt asset-backed securities is still relatively new. These
obligations are likely to involve unscheduled prepayments of principal.
HIGH-YIELD/HIGH-RISK BONDS.
High-yield/high-risk, below investment grade securities (commonly known
as "junk bonds") involve significant credit and liquidity concerns and
fluctuating yields and are not suitable for short-term investing. Higher yields
are ordinarily available on fixed-income securities which are unrated or are
rated in the lower rating categories of recognized rating services such as
Moody's and Standard & Poor's. None of the Portfolios other than the Flexible
Income Portfolio and the Income Plus Portfolio may invest more than 5% of its
net assets in junk bonds. Lower rated bonds also involve the risk that the
issuer will not make interest or principal payments when due. In the event of an
unanticipated default, a Portfolio owning such bonds would experience a
reduction in its income, and could expect a decline in the market value of the
securities so affected. More careful analysis of the financial condition of each
issuer of lower rated securities is therefore necessary. During an economic
downturn or substantial period of rising interest rates, highly leveraged
issuers may experience financial stress which would adversely affect their
ability to service their principal and interest payments obligations, to meet
projected business goals and to obtain additional financing.
The market prices of lower grade securities are generally less
sensitive to interest rate changes than higher rated investments, but more
sensitive to adverse economic or political changes or individual developments
specific to the issuer. Periods of economic or political uncertainty and change
can be expected to result in volatility of prices of these securities. Since the
last major economic recession, there has been a substantial increase in the use
of high-yield debt securities to fund highly leveraged corporate acquisitions
and restructurings, so past experience with high-yield securities in a prolonged
economic downturn may not provide an accurate indication of future performance
during such periods. Lower rated securities also may have less liquid markets
than higher rated securities, and their liquidity as well as their value may be
more severely affected by adverse economic conditions. Adverse publicity and
investor perceptions as well as new or proposed laws may also have a greater
negative impact on the market for lower rated bonds.
Unrated securities are not necessarily of lower quality than rated
securities, but the markets for lower rated and nonrated securities are more
limited than those in which higher rated securities are traded. In addition, an
economic downturn or increase in interest rates is likely to have a greater
negative effect on the market for lower rated and nonrated securities, the value
of high yield debt securities held by a Portfolio, the new asset value of a
Portfolio holding such securities and the ability of the bonds' issuers to repay
principal and interest, meet projected business goals and obtain additional
financing than on higher rated securities.
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<PAGE>
WARRANTS AND RIGHTS.
Each of the Portfolios other than the Tax-Exempt Portfolio may invest
in warrants and rights. A warrant is a type of security that entitles the holder
to buy a proportionate amount of common stock at a specified price, usually
higher than the market price at the time of issuance, for a period of years or
to perpetuity. In contrast, rights, which also represent the right to buy common
shares, normally have a subscription price lower than the current market value
of the common stock and a life of two to four weeks. The Portfolios intend to
invest in warrants valued at the lower of cost or market value not exceeding 5%
of the value of their net assets, and that are freely transferrable and traded
on the major securities exchanges.
U.S. GOVERNMENT SECURITIES.
Examples of the types of U.S. government securities that the Portfolios
may hold include, in addition to those described in the Prospectus and direct
obligations of the U.S. Treasury, the obligations of the Federal Housing
Administration, Farmers Home Administration, Small Business Administration,
General Services Administration, Central Bank for Cooperatives, Federal Farm
Credit Banks, Federal Home Loan Bank, Federal Intermediate Credit Banks, Federal
Land Banks and Maritime Administration. U.S. government securities may be
supported by the full faith and credit of the U.S. government (such as
securities of the Small Business Administration); by the right of the issuer to
borrow from the Treasury (such as securities of the Federal Home Loan Bank); by
the discretionary authority of the U.S. government to purchase the agency's
obligations (such as securities of the Federal National Mortgage Association);
or only by the credit of the issuing agency.
PORTFOLIO TURNOVER.
As stated in the Prospectus, each of the Growth, C.A.S.E., Global,
Flexible Income, Balanced, Capital Appreciation, Aggressive Growth,
Equity-Income and Tactical Asset Allocation Portfolios generally intend to
purchase and sell securities as deemed appropriate by its portfolio manager to
further the Portfolio's stated investment objective, and the rate of portfolio
turnover is not expected to be a limiting factor when changes are deemed to be
appropriate. The Growth Portfolio's portfolio turnover rate for the fiscal years
ended September 30, 1995, 1994 and 1993 were _____%, 63.73%, and 97.40%,
respectively. The Global Portfolio's portfolio turnover rate for the fiscal
years ended September 30, 1995, 1994 and 1993 were ____%, 148.01% and 116.98%,
respectively. The Flexible Income Portfolio's portfolio turnover rate for the
fiscal year ended September 30, 1995 and 1994 was __% and 105.40%, respectively.
For the eleven month period ended September 30, 1993, the portfolio turnover
rate of IDEX Total Income Trust, predecessor to the Flexible Income Portfolio,
was 138.86%. For the fiscal year ended September 30, 1995, the portfolio
turnover rates for each of the Balanced, Aggressive Growth, Equity-Income and
Capital Appreciation Portfolios were _____%, _____%, _____% and _____%,
respectively. The estimated annual turnover rate for the Tactical Asset
Allocation Portfolio for the fiscal year ended September 30, 1996 is expected to
be less than 100%. The estimated annual turnover rate for the C.A.S.E. Portfolio
for the fiscal year ended September 30, 1996 is expected to be between 100% and
200%.
These percentages are calculated by dividing the lesser of purchases
or sales of portfolio securities during the fiscal year by the monthly average
of the value of such securities (excluding from the computation all securities,
including options, with maturities at the time of acquisition of one year or
less). For example, a portfolio turnover rate of 100% would mean that all of the
Portfolio's securities (except those excluded from the calculation) were
replaced once in a period of one year. A high rate of portfolio turnover
generally involves correspondingly greater brokerage commission expenses.
Turnover rates may vary greatly from year to year as well as within a particular
year and may also be affected by cash requirements for redemptions of the
Portfolio's shares and by requirements, the satisfaction of which enable the
Portfolio to receive favorable tax treatment. Because the rate of portfolio
turnover is not a limiting factor, particular holdings may be sold at any time,
if investment judgement or portfolio operations make a sale advisable. As a
result, the annual portfolio turnover rate in future years may exceed the
percentage shown above.
Portfolio transactions for the Tax-Exempt Portfolio and the Income Plus
Portfolio are ordinarily undertaken to achieve each Portfolio's investment
objective in light of anticipated movements in the level of interest rates. The
investment policies of the Tax-Exempt Portfolio and the Income Plus Portfolio
may lead to frequent changes in investments, particularly in periods of rapidly
fluctuating interest rates. The portfolio turnover rate of each Portfolio
normally is anticipated to be less than 100%, although this rate will not be a
limiting factor when either Portfolio deems it desirable to sell or purchase
securities. For the fiscal years ended September 30, 1995, 1994 and 1993, the
portfolio turnover rates of the Tax-Exempt Portfolio were _____%, 59.84% and
91.03%, respectively. For the fiscal years ended September 30, 1995, 1994 and
1993, the portfolio turnover rates of the Income Plus Portfolio were _____%,
48.12% and 54.51%, respectively.
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<PAGE>
INVESTMENT ADVISORY AND OTHER SERVICES
GROWTH, GLOBAL, FLEXIBLE INCOME, BALANCED AND CAPITAL APPRECIATION PORTFOLIOS
The Fund has entered into a Management and Investment Advisory
Agreement (collectively, the "Advisory Agreements") applicable to the Growth,
Global, Flexible Income, Balanced and Capital Appreciation Portfolios with Idex
Management, Inc. ("IMI"), 201 Highland Avenue, Largo, Florida 34640. IMI
supervises each Portfolio's investments and conducts its investment program.
Each Advisory Agreement provides that IMI will perform the following services or
cause them to be performed by others: (i) furnish to the Portfolio investment
advice and recommendations, (ii) supervise the purchase and sale of securities
as directed by appropriate Fund officers, and (iii) be responsible for the
administration of the Portfolio. For its services to each of those Portfolios,
IMI receives an annual fee, computed daily and paid monthly, equal to 1.00% of
the first $750 million of that Portfolio's average daily net assets, 0.9% of the
next $250 million of that Portfolio's average daily net assets, and 0.8% of the
average daily net assets of that Portfolio in excess of $1 billion. The Growth
Portfolio incurred investment advisory fees of $_____,$4,949,754 and $4,960,323
for the fiscal years ended September 30, 1995, 1994 and 1993, respectively. For
the fiscal year ended September 30, 1995, 1994 and 1993, the Global Portfolio
incurred investment advisory fees of $_____, $558,189 and $64,951 (net of fees
waived by IMI of $52,462 pursuant to the Global Portfolio's expense limitation
of 2.5% for 1993). For the fiscal year ended September 30, 1995 and 1994, the
Flexible Income Portfolio incurred investment advisory fees of $_____ and
$136,806 (net of fee waivers by IMI of $_____ and $98,496 pursuant to the
Flexible Income Portfolio's expense limitation of 1.5%). For the eleven month
period ended September 30, 1993, IDEX Total Income Trust, predecessor to the
Flexible Income Portfolios, incurred investment advisory fees of $186,653 (net
of fees waived by IMI of $53,337 pursuant to IDEX Total Income Trust's voluntary
expense limitation of 1.5%). For the fiscal year ended September 30, 1995, the
Balanced and Capital Appreciation Portfolios incurred investment advisory fees
of $_____ and $_____, respectively (net of fees waived by IMI of $_____ and
$_____, respectively, pursuant to each Portfolio's expense limitation of 2.5%.)
The duties and responsibilities of the investment adviser are specified
in the Advisory Agreements. The Agreements were approved by the Board of
Trustees of the Fund (including a majority of trustees who are not parties to
the Agreement or interested persons, as defined by the 1940 Act, of any such
party.) The Agreements are not assignable and may be terminated without penalty
upon 60 days written notice at the option of either the Fund or IMI or by a vote
of shareholders of each Portfolio. Each provides that it can be continued from
year to year so long as such continuance is specifically approved annually (a)
by the Board of Trustees of the Fund or by a majority of the outstanding shares
of the Portfolio and (b) by a majority vote of the Trustees who are not parties
to the Agreement or interested persons of any such party cast in person at a
meeting.
The Agreements also provide that IMI shall not be liable to the Fund or
to any shareholder for any error of judgment or mistake of law or for any loss
suffered by the Fund or by any shareholder in connection with matters to which
the Agreements relate, except for a breach of fiduciary duty or a loss resulting
from willful misfeasance, bad faith, gross negligence, or reckless disregard on
the part of IMI in the performance of its duties thereunder.
The Growth Portfolio's Advisory Agreement became effective April 22,
1991. The Global Portfolio's Advisory Agreement became effective April 22, 1992.
The Flexible Income Portfolio's Advisory Agreement was entered into as of August
5, 1993. The Balanced and Capital Appreciation Portfolio's Advisory Agreements
were entered into as of September 30, 1994.
IMI supervises all of the administrative functions of these Portfolios,
provides office space, and pays its allocable portion of the salaries, fees and
expenses of all Fund officers and of those trustees who are affiliated with IMI.
The costs and expenses, including legal and accounting fees, filing fees and
printing costs in connection with the formation of the Fund and the preparation
and filing of the Fund's initial registration statements under the Securities
Act of 1933 and 1940 Act are paid by IMI.
The Growth, Global, Flexible Income, Balanced and Capital Appreciation
Portfolios each pay its allocable share of the fees and expenses of the Fund's
non-interested trustees, custodian and transfer agent fees, brokerage
commissions and all other expenses in connection with the execution of its
portfolio transactions, administrative, clerical, recordkeeping, bookkeeping,
legal, auditing and accounting expenses, interest and taxes, expenses of
preparing tax returns, expenses of shareholders' meetings and preparing,
printing and mailing proxy statements (unless otherwise agreed to by the Fund
and IMI), expenses of preparing and typesetting periodic reports to shareholders
(except for those reports the Portfolio permits to be used as sales literature),
and the costs, including filing fees, of renewing or maintaining registration of
Portfolio shares under federal and state law. Whenever, in any fiscal year, the
total cost to a Portfolio of normal operating expenses chargeable to its income
account, including the investment advisory fee but excluding brokerage
commissions, interest, taxes and 12b-1 fees, exceeds on an annual basis the
lesser of the most restrictive expense limitation imposed by any state in which
its shares are offered or, with respect to the Growth, Global and Flexible
Income Portfolios, 1.5% of each Portfolio's average daily net
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assets, and with respect to the Balanced and Capital Appreciation Portfolios,
2.5% of each Portfolio's daily net assets for the first fiscal year, and 1.5%
thereafter, IMI will reimburse that Portfolio, or waive fees in an amount equal
to that excess.
IMI has entered into an Investment Counsel Agreement applicable to
each of the Growth, Global, Flexible Income, Balanced and Capital Appreciation
Portfolios, respectively, with Janus Capital Corporation ("Janus Capital").
These Agreements are referred to collectively as the Investment Counsel
Agreements. The Investment Counsel Agreement for the Growth Portfolio became
effective April 22, 1991, the Global Portfolio's Investment Counsel Agreement
became effective April 22, 1992, the Flexible Income Portfolio's Investment
Counsel Agreement became effective August 5, 1993, and the Balanced and Capital
Appreciation Portfolios' respective Investment Counsel Agreements were entered
into as of September 30, 1994. Further discussions of the basic fee arrangements
and allocation of responsibilities are set forth in the Prospectus. The Growth
Portfolio incurred investment sub-advisory fees of $_____, $2,474,877 and
$2,480,162 for the fiscal years ended September 30, 1995, 1994 and 1993,
respectively. For the fiscal years ended September 30, 1995, 1994 and 1993, the
Global Portfolio incurred investment sub-advisory fees of $_____, $279,095 and
$32,476, respectively. For the fiscal year ended September 30, 1995 and 1994,
the Flexible Income Portfolio incurred investment sub-advisory fees of $_____
and $68,403, respectively. For the eleven month period ended September 30, 1993,
IDEX Total Income Trust, predecessor to the Flexible Income Portfolio, incurred
investment sub-advisory fees of $93,327. For the fiscal year ended September 30,
1995, the Balanced and Capital Appreciation Portfolios incurred investment
sub-advisory fees of $____ and $____, respectively.
The Investment Counsel Agreements provide for additional compensation
to be paid by IMI to Janus Capital as follows: If on December 31 of 1995, and
December 31 of each year thereafter ("Target Date") the aggregate actual net
assets on that date of the Fund and any other registered investment company
sponsored by IMI, containing the name IDEX or with respect to which IMI acts as
investment adviser or administrator, and to which Janus Capital provides
investment advice (the "Advised Funds") are less than the applicable Target Net
Assets specified in Table 1 below, then IMI shall pay to Janus Capital a
percentage, as specified in Table 2 below, of the Net Fee otherwise payable to
InterSecurities, Inc., or any other affiliate of IMI serving as administrator to
the Fund for the calendar year following such date (the "Administrator").
TABLE 1
TARGET DATE ADVISED FUNDS TARGET NET ASSETS
----------- -------------------------------
December 31, 1995 $950 million
(and December 31 of each
year thereafter)
The Net Fee of the Administrator shall be the fee received by the Administrator
from IMI less any reimbursement from the Administrator in connection with any
applicable expense limitation. The percentage of the Net Fee so payable to Janus
Capital shall be determined by the percentage that on the applicable Target Date
the aggregate actual net assets of the Advised Funds are less than the
applicable Target Net Assets of the Advised Funds ("Shortfall of Target") in
accordance with Table 2 below:
TABLE 2
SHORTFALL OF TARGET PERCENTAGE OF NET FEE
------------------- ---------------------
5% - 10% 10%
Over 10% - 20% 20%
Over 20% - 30% 30%
Over 30% 40%
No additional fees shall be payable to Janus Capital for any year if,
for the five-year period ending December 31 of the preceding year, the
respective total returns of a majority of the Advised Funds that have the
objective of investing primarily in equity securities with such a five-year
record (and with respect to which Janus Capital shall have provided investment
advice for all of such five years and for the then current year), which in 1995
were IDEX Fund, IDEX II Growth, Global, Balanced and Capital Appreciation
Portfolios and IDEX Fund 3, are not in the top one-third of their respective
fund categories as determined by Lipper Analytical Services, Inc. or its
successor (or if no successor exists, by a mutually agreed upon statistical
service). No additional fees were payable by IMI to Janus Capital for 1995
because Advised Funds Target Net Assets exceeded $950 million on December 31,
1994.
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IMI and Janus Capital also serve as investment adviser and sub-adviser,
respectively, to certain other funds in the IDEX Group, IDEX Fund and IDEX Fund
3. Janus Capital also serves as sub-adviser to certain portfolios of WRL Series
Fund, Inc., a registered investment company. Janus Capital has served as
investment adviser to Janus Fund since 1970 and currently serves as investment
adviser to each portfolio of the Janus Investment Fund and Janus Aspen Series as
well as sub-adviser to other mutual funds. Janus Capital also serves as
investment adviser to individual, corporate, charitable and retirement accounts.
Janus Capital managed over $29 billion in assets as of September 30, 1995.
Janus Capital and AUSA Holding Company ("AUSA") each own 50% of the
outstanding stock of IMI. AUSA also owns 100% of the outstanding shares of the
Fund's distributor and transfer agent. AUSA is wholly-owned by AEGON USA, Inc.,
a financial services holding company located at 4333 Edgewood Road, N.E., Cedar
Rapids, Iowa 52499. AEGON USA, Inc. is a wholly-owned indirect subsidiary of
AEGON nv, a Netherlands corporation and publicly traded international insurance
group. Kansas City Southern Industries, Inc. ("KCSI") owns approximately 83% of
Janus Capital, most of which it acquired in 1984. Thomas H. Bailey, President
and Chairman of the Boards of Janus Capital and IMI, owns approximately 12% of
Janus Capital's voting stock and, by agreement with KCSI, selects a majority of
Janus Capital's Board. KCSI, whose address is 114 West 11th Street, Kansas City,
Missouri 64105-1804, is a publicly traded holding company whose primary
subsidiaries are engaged in transportation and financial services.
TAX-EXEMPT, INCOME PLUS, AGGRESSIVE GROWTH, EQUITY-INCOME, TACTICAL ASSET
ALLOCATION AND C.A.S.E. PORTFOLIOS
The Fund has entered into a Management and Investment Advisory
Agreement (collectively, the "Advisory Agreements") applicable to each of the
Tax-Exempt, Income Plus, Aggressive Growth, Equity-Income, Tactical Asset
Allocation and C.A.S.E. Portfolios with InterSecurities, Inc. ("ISI"), whose
address is 201 Highland Avenue, Largo, Florida 34640. ISI supervises each of
these Portfolios' investments and conducts its investment program. Each of these
Portfolios' Advisory Agreement provides that ISI will perform the following
services or cause them to be performed by others: (i) furnish to the Portfolio
investment advice and recommendations, (ii) supervise the purchase and sale of
securities as directed by appropriate Fund officers, and (iii) be responsible
for the administration of the Portfolio. ISI carries out and supervises all of
the administrative functions of the Portfolios, provides office space and pays
its allocable portion of the salaries, fees and expenses of all Fund officers
and of those trustees who are affiliated with ISI. For its services to the
Tax-Exempt and Income Plus Portfolios, ISI receives an annual fee of .60% of
that Portfolio's average daily net assets computed and paid on a monthly basis.
For its services to the Aggressive Growth, Equity-Income, Tactical Asset
Allocation and C.A.S.E. Portfolios, ISI receives an annual fee, computed daily
and paid monthly, equal to 1.00% of the first $750 million of that Portfolio's
average daily net assets, 0.9% of the next $250 million of that Portfolio's
average daily net assets, and 0.8% of the average daily net assets of the
Portfolio in excess of $1 billion. For the fiscal years ended September 30,
1995, 1994 and 1993, the Tax-Exempt Portfolio incurred investment advisory fees
of $_____, $65,782 and $48,680, respectively (net of fee waivers by ISI of
$_____ for the year ended 1995, $115,553 for the year ended 1994 and $125,292
for the year ended 1993 pursuant to the Tax-Exempt Portfolio's expense
limitation). The Income Plus Portfolio incurred investment advisory fees of
$_____, $421,791 and $378,875 for the fiscal years ended September 30, 1995,
1994 and 1993, respectively. The Aggressive Growth and Equity-Income Portfolios
incurred investment advisory fees of $_____ and $_____, respectively for the
fiscal year ended September 30, 1995 (net of fees waived by ISI of $_____ and
$_____, respectively, pursuant to each Portfolio's expense limitation of 2.5%).
No investment advisory fees were paid by the IDEX II Tactical Asset
Allocation and C.A.S.E. Portfolios for the fiscal year ended September 30, 1995,
as those Portfolios had not commenced operations as of that date.
The duties and responsibilities of the investment adviser are specified
in the Advisory Agreements. The Agreements were approved by the Board of
Trustees of the Fund (including a majority of trustees who are not parties to
the Agreement or interested persons, as defined by the 1940 Act, of any such
party). The Agreements are not assignable and may be terminated without penalty
upon 60 days written notice at the option of either the Fund or ISI or by a vote
of shareholders of each Portfolio. Each provides that it can be continued from
year to year so long as such continuance is specifically approved annually (a)
by the Board of Trustees of the Fund or by a majority of the outstanding shares
of the Portfolio and (b) by a majority vote of the Trustees who are not parties
to the Agreement or interested persons of any such party cast in person at a
meeting.
The Agreements also provide that ISI shall not be liable to the Fund or
to any shareholder for any error of judgment or mistake of law or for any loss
suffered by the Fund or by any shareholder in connection with matters to which
the Agreements relate, except for a breach of fiduciary duty or a loss resulting
from willful misfeasance, bad faith, gross negligence, or reckless disregard on
the part of ISI in the performance of its duties thereunder.
32
<PAGE>
The Advisory Agreement for each of the Tax-Exempt and Income Plus
Portfolios became effective April 22, 1992. The Advisory Agreement for each of
the Aggressive Growth and Equity Income Portfolios was entered into as of
September 30, 1994. The Advisory Agreement for the Tactical Asset Allocation
Portfolio was entered into as of June 1, 1995. The Advisory Agreement for the
C.A.S.E. Portfolio was entered into as of November 15, 1995.
Each of the Tax-Exempt, Income Plus, Aggressive Growth, Equity-Income,
Tactical Asset Allocation and C.A.S.E. Portfolios pays custodian and transfer
agent fees, brokerage commissions and all other expenses in connection with the
execution of portfolio transactions, administrative, clerical, recordkeeping,
bookkeeping, legal, auditing and accounting expenses, interest and taxes,
expenses of preparing tax returns, expenses of shareholders' meetings and
preparing, printing and mailing proxy statements (unless otherwise agreed to by
the Fund and ISI), expenses of preparing and typesetting periodic reports to its
shareholders (except for those reports the Fund permits to be used as sales
literature), its allocable share of the fees and expenses of the Fund's
non-interested Trustees, and the costs, including filing fees, of registering
and renewing or maintaining registration of its shares under federal and state
law. ISI will reimburse a Portfolio, or waive fees, or both, whenever, in any
fiscal year, the total cost to a Portfolio of normal operating expenses
chargeable to its income account, including the investment advisory fee but
excluding brokerage commissions, interest, taxes and 12b-1 fees, exceeds the
strictest applicable expense limitation imposed by state law. Further, pursuant
to an expense limitation voluntarily adopted by ISI, ISI plans to reimburse a
Portfolio, or waive fees, or both, whenever, in any fiscal year, in the case of
the Tax-Exempt and Income Plus Portfolios, the total costs to a Portfolio of
such normal operating expenses exceeds 0.65% and 1.25% of the average daily net
assets of the Tax-Exempt Portfolio and Income Plus Portfolio, respectively, and
in the case of the Aggressive Growth, Equity Income, Tactical Asset Allocation
and C.A.S.E. Portfolios, the total cost to a Portfolio of such normal operating
expenses exceeds 2.5% of the average daily net assets for the first fiscal year,
and 1.5% thereafter, if such limitations are less than the strictest applicable
expense limitation imposed by state law.
AEGON USA Investment Management, Inc. ("AEGON Management"), 4333
Edgewood Road, N.E., Cedar Rapids, Iowa 52499, serves as the investment
sub-adviser to the Tax-Exempt Portfolio and the Income Plus Portfolio pursuant
to an Investment Counsel Agreement relating to each Portfolio. Each Investment
Counsel Agreement was entered into between ISI and AEGON Securities which
assigned each Agreement to AEGON Management, the parent of AEGON Securities, on
September 30, 1992. AEGON Management is a wholly-owned indirect subsidiary of
AEGON USA and thus is an affiliate of ISI and IMI.
The Tax-Exempt Portfolio incurred investment sub-advisory fees of
$______, $32,891 and $24,340 for the fiscal years ended September 30, 1995, 1994
and 1993, respectively. For the fiscal years ended September 30, 1995, 1994 and
1993, the Income Plus Portfolio incurred investment sub-advisory fees of
$______, $210,896 and $189,438, respectively.
Fred Alger Management, Inc. ("Alger Management"), 75 Maiden Lane, New
York, NY 10038, serves as the investment sub-adviser to the Aggressive Growth
Portfolio pursuant to an Investment Counsel Agreement dated as of September 30,
1994 relating to that Portfolio. Luther King Capital Management Corporation
("Luther King"), 301 Commerce Street, Suite 1600, Fort Worth, TX 76102, serves
as the investment sub-adviser to the Equity-Income Portfolio pursuant to an
Investment Counsel Agreement dated as of September 30, 1994 relating to that
Portfolio. Dean Investment Associates ("Dean Investment"), a Division of C.H.
Dean and Associates, Inc., 2480 Kettering Tower, Dayton, Ohio 45423-2480 serves
as the investment sub-adviser to the Tactical Asset Allocation Portfolio
pursuant to an Investment Counsel Agreement dated as of June 30, 1995 relating
to that Portfolio. C.A.S.E. Management, Inc. ("C.A.S.E."), 2255 Glades Road,
Suite 221-A, Boca Raton, FL 33431, serves as the investment sub-adviser to the
C.A.S.E. Portfolio pursuant to an Investment Counsel Agreement dated November
15, 1995 relating to that Portfolio. Discussions of the fee arrangements and
allocation of responsibilities are set forth in the Prospectus.
The Aggressive Growth and Equity-Income Portfolios incurred investment
sub-advisory fees of $_____ and $______, respectively, for the fiscal year ended
September 30, 1995.
No investment sub-advisory fees were assessed for the IDEX II Tactical
Asset Allocation and C.A.S.E. Portfolios for the fiscal year ended September 30,
1995, as those Portfolios had not commenced operations at that time.
Janus Capital, AEGON Management, Alger Management, Luther King ,
Dean Investment and C.A.S.E. also serve as sub-advisers to certain portfolios of
WRL Series Fund, Inc., a registered investment company. Janus Capital, AEGON
Management, Alger Management, Luther King, Dean Investment and C.A.S.E. may be
referred to herein collectively as the "sub-advisers" and individually as a
"sub-adviser."
33
<PAGE>
ADDITIONAL INVESTMENT ADVISORY OR SUB-ADVISORY SERVICES PROVIDED BY THE
SUB-ADVISERS
Janus Capital provides investment advisory services to IMI for the
Growth, Global, Flexible Income, Balanced and Capital Appreciation Portfolios.
AEGON Management provides investment advisory services to ISI for the Tax-Exempt
and Income Plus Portfolios. Alger Management provides investment advisory
services to ISI for the Aggressive Growth Portfolio. Luther King provides
investment advisory services to ISI for the Equity-Income Portfolio. Dean
Investment provides investment advisory services to ISI for the Tactical Asset
Allocation Portfolio. C.A.S.E. provides investment advisory services to ISI for
the C.A.S.E. Portfolio. Each of the sub-advisers also serves as investment
adviser or sub-adviser to other funds and/or private accounts which may have
investment objectives identical or similar to that of the Portfolios. Securities
frequently meet the investment objectives of one or all of these Portfolios, the
other funds and the private accounts. In such cases, a sub-adviser's decision to
recommend a purchase to one fund or account rather than another is based on a
number of factors. The determining factors in most cases are the amounts
available for investment by each fund or account, the amount of securities of
the issuer then outstanding, the value of those securities and the market for
them. Another factor considered in the investment recommendations is other
investments which each fund or account presently has in a particular industry.
It is possible that at times identical securities will be held by more
than one fund or account. However, positions in the same issue may vary and the
length of time that any fund or account may choose to hold its investment in the
same issue may likewise vary. To the extent that more than one of the funds or
private accounts served by a sub-adviser seeks to acquire or sell the same
security at about the same time, either the price obtained by the Portfolios or
the amount of securities that may be purchased or sold by a Portfolio at one
time may be adversely affected. On the other hand, if the same securities are
bought or sold at the same time by more than one fund or account, the resulting
participation in volume transactions could produce better executions for the
Portfolios. In the event more than one fund or account purchases or sells the
same security on a given date, the purchase and sale transactions are allocated
among the Portfolio(s), the other funds and the private accounts in a manner
believed by the sub-advisers to be equitable to each.
DISTRIBUTOR
The Fund has entered into an Underwriting Agreement with ISI to act as
the principal underwriter of Fund shares. The Underwriting Agreement will
continue from year to year so long as its continuance is approved at least
annually in the same manner as the Investment Advisory Agreements discussed
above. A discussion of ISI's responsibilities and charges as principal
underwriter of Fund shares is set forth in the Prospectus.
For the fiscal years ended September 30, 1995, 1994 and 1993, ISI
received $_______, $2,389,332 and $4,372,620, respectively, and retained
$______, $346,753 and $602,394, respectively, in underwriting commissions on the
sale of Growth Portfolio shares. For the fiscal years ended September 30, 1995,
1994 and 1993, ISI received $________, $1,202,555 and $131,986, respectively,
and retained $________, $102,320 and $13,201, respectively, in underwriting
commissions on the sale of Global Portfolio shares. For the fiscal year ended
September 30, 1995 and 1994, ISI received $_________ and $66,672, respectively,
and retained $_______ and $12,453, respectively, in underwriting commissions on
the sale of Flexible Income Portfolio shares. On the sale of shares of IDEX
Total Income Trust, predecessor to the Flexible Income Portfolio, ISI received
$213,601 and retained $28,977 in underwriting commissions for the eleven month
period ended September 30, 1993.
For the fiscal years ended September 30, 1995, 1994 and 1993, ISI
received $_____, $73,000 and $80,394, respectively, and retained $_____, $14,193
and $6,931, respectively, in underwriting commissions on the sale of Tax-Exempt
Portfolio shares. For the fiscal years ended September 30, 1995, 1994 and 1993,
ISI received $__________, $285,345 and $376,367, respectively, and retained
$________, $52,998 and $32,200, respectively, in underwriting commissions on the
sale of Income Plus Portfolio shares. For the fiscal year ended September 30,
1995, ISI received $____, $______, $____ and $_____ , respectively, and retained
$______, $________, $________ and $______, respectively, in underwriting
commissions on the sale of Balanced, Capital Appreciation, Aggressive Growth and
Equity-Income Portfolios.
No underwriting commissions were received or retained on the sale of
Tactical Asset Allocation or C.A.S.E. Portfolio shares for the fiscal year ended
September 30, 1995, as those Portfolios had not commenced operations at that
time.
34
<PAGE>
ADMINISTRATIVE SERVICES
ISI also serves as administrator to each Portfolio. This is in addition
to ISI's responsibilities as principal underwriter and distributor of Portfolio
shares. IMI has entered into an Administrative Services Agreement
("Administrative Agreement") with ISI applicable to each of the Growth, Global,
Flexible Income, Balanced and Capital Appreciation Portfolios. Under each
Administrative Agreement, ISI carries out and supervises all of the
administrative functions of the Portfolio and incurs IMI's expenses related to
such functions. The basic fee arrangement and allocation of responsibilities is
set forth in the Prospectus. The amount payable to ISI under the Administrative
Agreement will be reduced to the extent that additional compensation is paid by
IMI to Janus Capital, as described above under "Investment Advisory and Other
Services - Growth, Global, Flexible Income, Balanced and Capital Appreciation
Portfolios".
The administrative duties of ISI with respect to each Portfolio
include: providing the Portfolio with office space, telephones, office equipment
and supplies; paying the compensation of the Fund's officers for services
rendered as such; supervising and assisting in preparation of annual and
semi-annual reports to shareholders, notices of dividends, capital gain
distributions and tax information; supervising compliance by the Fund with the
recordkeeping requirements under the 1940 Act and regulations thereunder and
with the state regulatory requirements; maintaining books and records of the
Portfolio (other than those maintained by the Fund's custodian and transfer
agent); preparing and filing tax returns and reports; monitoring and supervising
relationships with the Fund's custodian and transfer agent; monitoring the
qualifications of tax deferred retirement plans providing for investment in
shares of the Portfolio; authorizing expenditures and approving bills for
payment on behalf of the Portfolio; and providing executive, clerical and
secretarial help needed to carry out its duties.
CUSTODIAN, TRANSFER AGENT AND OTHER AFFILIATES
Investors Fiduciary Trust Company ("IFTC"), 127 West 10th Street,
Kansas City, Missouri 64105, is Custodian for the Fund. The Custodian is in no
way responsible for any of the investment policies or decisions of a Portfolio,
but holds its assets in safekeeping and collects and remits the income thereon
subject to the instructions of the Fund. For the fiscal years ended September 30
1995, 1994 and 1993, the Growth Portfolio incurred custodian fees and expenses
of $_________, $69,012 and $76,802, respectively, net of earnings credits of
$_________, $78,696 and $36,334, respectively. For the fiscal years ended
September 30 1995, 1994 and 1993, the Global Portfolio incurred custodian fees
and expenses of $__________, $254,474 and $27,632, respectively, net of earnings
credits of $_________, $42,370 and $5,809, respectively. For the fiscal year
ended September 30, 1995 and 1994, the Flexible Income Portfolio incurred
custodian fees and expenses of $_______ and $17,912, respectively, net of
earnings credits of $______ and $10,676, respectively. For the eleven month
period ended September 30, 1993, IDEX Total Income Trust, predecessor to the
Flexible Income Portfolio, incurred custodian fees and expenses of $28,632, net
of earnings credits of $5,171. For the fiscal years ended September 30, 1995,
1994 and 1993, the Tax-Exempt Portfolio incurred custodian fees and expenses of
$______, $6,192 and $7,822, respectively, net of earnings of $________, $11,082
and $9,263. For the fiscal years ended September 30, 1995, 1994 and 1993, the
Income Plus Portfolio incurred custodian fees and expenses of $________, $17,039
and $12,391, respectively, net of earnings credits of $_______, $8,914 and
$7,005. For the fiscal year ended September 30, 1995, the Aggressive Growth,
Capital Appreciation, Balanced and Equity-Income Portfolios incurred custodian
fees and expenses of $_______, $_________, $_______ and $__________,
respectively, net of earnings of $______, $________, $_______ and $________.
Idex Investor Services, Inc., P. O. Box 9015, Clearwater, Florida
34618-9015, is the Fund's transfer agent, withholding agent and dividend
disbursing agent. Idex Investor Services, Inc. is a wholly-owned subsidiary of
AUSA Holding Company and thus is an affiliate of IMI, ISI and AEGON Management.
Each Portfolio pays the transfer agent a monthly per-account charge of $1.185
for each of its shareholder accounts in existence during the prior month, plus
$2.48 for each new account opened in the prior month. For the fiscal years ended
September 30, 1995, 1994 and 1993, the Growth Portfolio incurred transfer agency
fees and expenses of $________, $1,523,083 and $1,160,335, respectively, net of
brokerage credits of $_____, $12,039 and $26,696. For the fiscal years ended
September 30, 1995, 1994 and 1993, the Global Portfolio incurred transfer agency
fees and expenses of $______, $34,294 and $27,632, respectively, net of
brokerage credits of $_______, $222 and $1,319, respectively. For the fiscal
year ended September 30, 1995 and 1994, the Flexible Income Portfolio incurred
transfer agency fees and expenses of $______ and $60,995, respectively. For the
eleven month period ended September 30, 1993, IDEX Total Income Trust,
predecessor to the Flexible Income Portfolio, incurred transfer agency fees and
expenses of $57,258. For the fiscal years ended September 30, 1995, 1994 and
1993, the Tax-Exempt Portfolio incurred transfer agency fees and expenses of
$_______, $40,702 and $31,420, respectively. For the fiscal years ended
September 30, 1995, 1994 and 1993, the Income Plus Portfolio incurred transfer
agency fees and expenses of $______, $152,834 and $93,313, respectively. For the
fiscal year ended September 30, 1995, the Balanced, Capital Appreciation,
Aggressive Growth and Equity-Income Portfolios incurred transfer agency fees and
expenses of $______, $_______, $________ and $________, respectively, net of
brokerage credits of $_______, $_____ and $_______, respectively.
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<PAGE>
No custodian or transfer agency fees and expenses were incurred by the
IDEX II Tactical Asset Allocation and C.A.S.E. Portfolios for the fiscal year
ended September 30, 1995, as those Portfolios had not commenced operations as of
that date.
DST, provider of data processing and recordkeeping services for the
Fund's transfer agent, is a wholly-owned subsidiary of KCSI and, thus, is an
affiliate of IMI and Janus Capital. Each Portfolio may use another affiliate of
DST as introducing broker for certain portfolio transactions as a means to
reduce expenses through a credit against transfer agency fees with regard to
commissions earned by such affiliate. (See "Portfolio Transactions and
Brokerage.")
PORTFOLIO TRANSACTIONS AND BROKERAGE
Decisions as to the assignment of portfolio business for each of the
Portfolios and negotiation of its commission rates are made by its sub-adviser,
whose policy is to obtain the "best execution" (prompt and reliable execution at
the most favorable security price) of all portfolio transactions. The Advisory
Agreement and Investment Counsel Agreement of each Portfolio specifically
provide that in placing portfolio transactions for each of the Portfolios, the
sub-adviser may agree to pay brokerage commissions for effecting a securities
transaction in an amount higher than another broker or dealer would have charged
for effecting that transaction as authorized, under certain circumstances, by
the Securities Exchange Act of 1934.
In selecting brokers and dealers and in negotiating commissions, a
sub-adviser considers a number of factors, including but not limited to: the
sub-adviser's knowledge of currently available negotiated commission rates or
prices of securities and other current transaction costs; the nature of the
security being traded; the size and type of the transaction; the nature and
character of the markets for the security to be purchased or sold; the desired
timing of the trade; the activity existing and expected in the market for the
particular security; the quality of the execution, clearance and settlement
services; financial stability; the existence of actual or apparent operational
problems of any broker or dealer; and research products and services provided.
In recognition of the value of the foregoing factors, the sub-adviser may place
portfolio transactions with a broker with whom it has negotiated a commission
that is in excess of the commission another broker would have charged for
effecting that transaction if the sub-adviser determines in good faith that such
amount of commission was reasonable in relation to the value of the brokerage
and research provided by such broker viewed in terms of either that particular
transaction or of the overall responsibilities of the sub-adviser. Research
provided may include: furnishing advice, either directly or through publications
or writings, as to the value of securities, the advisability of purchasing or
selling specific securities and the availability of securities or purchasers or
sellers of securities; furnishing seminars, information, analyses and reports
concerning issuers, industries, securities, trading markets and methods,
legislative developments, changes in accounting practices, economic factors and
trends and portfolio strategy; access to research analysts, corporate management
personnel, industry experts, economists and government officials; comparative
performance evaluation and technical measurement services and quotation
services, and products and other services (such as third party publications,
reports and analyses, and computer and electronic access, equipment, software,
information and accessories that deliver, process or otherwise utilize
information, including the research described above) that assist the sub-adviser
in carrying out its responsibilities. Most brokers and dealers used by the
sub-advisers provide research and other services described above.
The sub-adviser may use research products and services in servicing
other accounts in addition to the Portfolio. If the sub-adviser determines that
any research product or service has a mixed use, such that it also serves
functions that do not assist in the investment decision-making process, the
sub-adviser may allocate the costs of such service or product accordingly. The
portion of the product or service that the sub-adviser determines will assist it
in the investment decision-making process may be paid for in brokerage
commission dollars. Such allocation may be a conflict of interest for the
sub-adviser.
When a Portfolio purchases or sells a security in the over-the-counter
market, the transaction takes place directly with a principal market-maker,
without the use of a broker, except in those circumstances where better prices
and executions will be achieved through the use of a broker.
The sub-adviser may also consider the sale or recommendation of a
Portfolio's shares by a broker or dealer to its customers as a factor in the
selection of brokers or dealers to execute portfolio transactions. In placing
portfolio business with broker or dealers, the sub-adviser will seek the best
execution of each transaction and all such brokerage placement must be
consistent with the Rules of Fair Practice of the National Association of
Securities Dealers, Inc.
The sub-adviser may place transactions for the purchase or sale of
portfolio securities with affiliates of IMI, ISI or the sub-adviser, including
DST Securities, Inc., ISI or Fred Alger & Company, Incorporated. It is
anticipated that Fred Alger & Company, Incorporated, an affiliate of Alger
Management, will serve as the Aggressive Growth Portfolio's broker in effecting
substantially all of the Aggressive Growth Portfolio's transactions on
securities exchanges and will retain commissions in accordance with certain
regulations
36
<PAGE>
of the Securities and Exchange Commission. The sub-adviser may place
transactions if it reasonably believes that the quality of the transaction and
the associated commission are fair and reasonable and if, overall, the
associated transaction costs, net of any credits described above under
"Custodian, Transfer Agent and Other Affiliates," are lower than those that
would otherwise be incurred. Under rules adopted by the Securities and Exchange
Commission, the Fund's Board of Trustees will conduct periodic compliance
reviews of such brokerage allocations and review certain procedures adopted by
the Board of Trustees to ensure compliance with these rules as often as
necessary to determine their continued appropriateness. For the fiscal year
ended September 30, 1995 the ___________ Portfolios paid the following
commissions to affiliated brokers:
COMMISSIONS PAID:
----------------- --------------------
Fiscal 1995 $
Fiscal 1995 Percentages:
Commissions with affiliates to total commissions
Value of brokerage transactions with affiliates
to total brokerage transactions
As of September 30, 1995, the ______ Portfolio owned $_______ of the
common stock of ____________ _______________________. _____________ is one of
the ten brokers or dealers that received the greatest dollar amount of brokerage
commissions from __________ Portfolio during the fiscal ended September 30,
1995.
During the fiscal years ended September 30, 1995, 1994 and 1993,
brokerage commissions in the amount of $_________, $16,052 and $35,594,
respectively, were paid to affiliated brokers by the Growth Portfolio. The
Growth Portfolio received transfer agency fee credits of $_______, $12,309 and
$26,696 for the fiscal years ended September 30, 1995, 1994 and 1993,
respectively, as a result of such affiliated brokerage. For the fiscal years
ended September 30, 1995, 1994 and 1993, brokerage commissions in the amount of
$_______, $296 and $1,758, respectively, were paid to affiliated brokers by the
Global Portfolio. As a result of such affiliated brokerage, the Global Portfolio
received transfer agency fee credits of $________, $222 and $1,319 for the
fiscal years ended September 30, 1995, 1994 and 1993, respectively. No brokerage
commissions were paid by the Flexible Income Portfolio to broker-dealers
affiliated with IMI or Janus Capital during the fiscal year ended September 30,
1995 or 1994 or to IDEX Total Income Trust, predecessor to the Flexible Income
Portfolio, during the eleven month period ended September 30, 1993. For the
fiscal year ended September 30, 1995, brokerage commissions in the amount of
$______, $_______, $_______and $_________, respectively, were paid to affiliated
brokers by the Balanced, Capital Appreciation, Aggressive Growth and
Equity-Income Portfolios, respectively. As a result of such affiliated
brokerage, the Balanced, Capital Appreciation, Aggressive Growth and
Equity-Income Portfolios received transfer agency fee credits of $______,
$_______, $_______and $_________, respectively for the fiscal year ended
September 30, 1995.
For the fiscal years ended September 30, 1995, 1994 and 1993, the total
amount of brokerage commissions including affiliated brokerage commissions paid
by the Growth Portfolio were $________, $607,482 and $676,415, respectively. For
the fiscal years ended September 30, 1995, 1994 and 1993, the total amount of
brokerage commissions including affiliated brokerage commissions paid by the
Global Portfolio were $________, $1,241,194 and $1,401,043, respectively. The
total amount of brokerage commissions including affiliated brokerage commissions
paid by the Flexible Income Portfolio for the fiscal year ended September 30,
1995 and 1994 were $______ and $2,936. The total amount of brokerage commissions
paid by IDEX Total Income Trust, predecessor to the Flexible Income Portfolio,
for the eleven month period ended September 30, 1993 was $5,018. During the
fiscal years ended September 30, 1995, 1994 and 1993, the Tax-Exempt and Income
Plus Portfolios paid no brokerage commissions on the purchase or sale of
portfolio securities. For the fiscal year ended September 30, 1995, the total
amount of brokerage commissions including affiliated brokerage commissions paid
by the Balanced, Capital Appreciation, Aggressive Growth and Equity-Income
Portfolios were $______, $_______, $_______and $---------.
No brokerage commissions were paid on the purchase or sale of Tactical
Asset Allocation or C.A.S.E. Portfolio shares for the fiscal year ended
September 30, 1995, as those Portfolios had not commenced operations at that
time.
37
<PAGE>
TRUSTEES AND OFFICERS
The following information includes the name, address1, date of birth,
relationship with the Fund and principal occupations of the trustees and
officers of the Fund during at least the last five years:
- ------------------
Peter R. Brown
1475 Belcher Road South
Largo, FL 34640
05/10/28
Trustee of IDEX II Series Fund, IDEX Fund and IDEX Fund 3; Director of WRL
Series Fund, Inc. (investment company); Chairman of the Board of Peter Brown
Construction Co., Largo, Florida (construction, contractors and engineers); Rear
Admiral (Retired), U.S. Navy Reserve, Civil Engineer Corps.
- --------------------
James L. Churchill
12 Lavington Road
Long Cove
Hilton Head, SC 29928
05/07/30
Trustee of IDEX II Series Fund, IDEX Fund and IDEX Fund 3; currently retired;
formerly, President (1981-1990) and Executive Vice President (1979-1981) of the
Avionics Group of Rockwell International Corporation, Cedar Rapids, Iowa
(supplier of aviation electronics).
- ------------------
Becky A. Ferrell2
12/10/60
Vice President (September, 1995 - present), Assistant Vice President (March,
1994 - September, 1995), Counsel and Secretary (March, 1994 - present) of IDEX
II Series Fund, IDEX Fund and IDEX Fund 3; Vice President (September, 1995 -
present), Assistant Vice President (March, 1994 - September, 1995), and
Secretary (March, 1994 - present) WRL Series Fund, Inc. (investment company);
Assistant Vice President, Counsel and Assistant Secretary of InterSecurities,
Inc. (March, 1994 - present) (broker-dealer); Attorney (August, 1993 - present),
Western Reserve Life Assurance Co. of Ohio (life insurance); Attorney, Hearne,
Graziano, Nader & Buhr, P.A. (September, 1992 - August, 1993) (law firm); Legal
Writing Instructor, Florida State University College of Law (August, 1991 -
June, 1992) (law school); Teaching Assistant, English, University of South
Florida (August, 1990 - July, 1991) (university); Associate Attorney, Johnson,
Blakely, Pope, Bokor, Ruppel & Burns, P.A. (August, 1989 - July, 1990) (law
firm); Attorney, Schifino, Fleischer & Neal, P.A. (August, 1986 - August, 1989)
(law firm); Attorney, Trenam, Simmons, Kemker, Scharf, Barkin, Frye & O'Neill,
P.A. (August, 1984 - August, 1986) (law firm).
- ------------------
Richard B. Franz, II2
07/12/50
Treasurer of IDEX II Series Fund, IDEX Fund and IDEX Fund 3 (May, 1988 to
present); Treasurer of WRL Series Fund, Inc. (May 1988 to present) (investment
company); Treasurer of InterSecurities, Inc. (May 1988 to present); Treasurer of
ISI Insurance Agency, Inc. (September 1992 to present); Treasurer of Idex
Management, Inc. (May 1988 to present); Treasurer of Idex Investor Services,
Inc. (May 1988 to present); Senior Vice President and Treasurer of Pioneer
Western Corporation and Treasurer of its subsidiaries (May 1988 to February
1991); Senior Vice President, Treasurer and Chief Financial Officer of Western
Reserve Life Assurance Co. of Ohio (November 1987 to present).
- ------------------
William H. Geiger2
06/01/47
Vice President (November 1990 to present), Secretary (June 1990 to March 1994)
and Assistant Secretary (March 1994 to present) of IDEX II Series Fund, IDEX
Fund and IDEX Fund 3; Secretary (June 1990 to March 1994) and Assistant
Secretary (March 1994 to present) of WRL Series Fund, Inc. (investment company);
Senior Vice President, Secretary and General Counsel (July 1990 to present) of
Western Reserve Life Assurance Co. of Ohio (life insurance); Secretary of Idex
Management, Inc. (November 1990 to present); Secretary (May 1990 to present) and
Director (April 1991 to present) of InterSecurities, Inc.; Secretary of ISI
Insurance Agency, Inc. (September 1992 to present); Secretary of Idex Investor
Services, Inc. (May 1990 to present); Vice President, Secretary and General
Counsel of Pioneer
- --------
1The principal business address of each person listed, unless otherwise
indicated, is P.O. Box 5068, Clearwater, FL 34618-5068.
2Interested Person (as defined in the Investment Company Act of 1940) of
the Fund.
38
<PAGE>
Western Corporation and Secretary of its subsidiaries (May 1990 to February
1991) (financial services); Secretary and General Counsel of Orange State Life
and Health Insurance Company and its affiliates (March 1980 to April 1990) (life
and health insurance).
- ------------------
Charles C. Harris
35 Winston Drive
Clearwater, FL 34616
07/15/30
Trustee of IDEX II Series Fund, IDEX Fund and IDEX Fund 3; Director of WRL
Series Fund, Inc. (investment company); currently retired (1988 - present);
Senior Vice President, Treasurer (1966 - 1988), Western Reserve Life Assurance
Co. of Ohio (life insurance); Vice President, Treasurer (1968 - 1988), Director
(1968 - 1987), Pioneer Western Corporation (financial services); Vice President
of WRL Series Fund, Inc. (1986 - December, 1990) (investment company).
- ------------------
G. John Hurley2
09/12/48
President and Chief Executive Officer (September 1990 to present), Trustee (June
1990 to present) and Executive Vice President (June 1988 to September 1990) of
IDEX II Series Fund, IDEX Fund and IDEX Fund 3; Executive Vice President (June
1993 to present) and Director (March, 1994 to present) of WRL Series Fund, Inc.
(investment company); President, Chief Executive Officer and Director of
InterSecurities, Inc. (May 1988 to present) (broker-dealer); President of ISI
Insurance Agency, Inc. (September 1992 to present); Executive Vice President of
Western Reserve Life Assurance Co. of Ohio (April 1993 to present) (life
insurance); President, Chief Executive Officer and Director of PW Securities,
Inc. (1983 to November 1990) (broker-dealer); President, Chief Executive Officer
and Director (September 1990 to present) and Executive Vice President and
Director (May 1988 to September 1990) of Idex Management, Inc.; President and
Director of Idex Investor Services, Inc. (May 1988 to present); Assistant Vice
President of AEGON USA Managed Portfolios, Inc. (September 1991 to September
1992) (financial services); Vice President of Pioneer Western Corporation (May
1988 to February 1991) (financial services). Mr. Hurley was employed by Pioneer
Western Corporation in various executive positions from 1972 until February,
1991.
- ------------------
John R. Kenney2
02/08/38
Trustee (1987 to present), Chairman (December 1989 to present) and President and
Chief Executive Officer (1987 to September 1990) of IDEX II Series Fund, IDEX
Fund and IDEX Fund 3; Chairman of the Board of WRL Series Fund, Inc. (1986 to
present) (investment company); President and Director (1985 to September 1990)
and Director (December 1990 to present) of Idex Management, Inc.; Chairman (1988
to present) and Director (1985 to present) of InterSecurities, Inc.
(broker-dealer); Director of ISI Insurance Agency, Inc. (October 1992 to
present); President and Chief Executive Officer, (1978 to 1987), Chairman and
Chief Executive Officer (1987 to 1992) and Chairman, President and Chief
Executive Officer (1992 to present) of Western Reserve Life Assurance Co. of
Ohio (life insurance); Senior Vice President of AEGON USA, Inc. (May 1992 to
present) (financial services holding company); Chairman and Chief Executive
Officer (1988 to February 1991), President and Chief Executive Officer (1988 to
1989), Executive Vice President (1972 to 1988) and Director (1976 to February
1991) of Pioneer Western Corporation (financial services). Mr. Kenney is also
the brother-in-law of Jack Zimmerman, a Trustee of the Fund.
- ------------------
Leslie E. Martin2
09/19/55
Vice President and National Marketing Manager (January 1993 to present) of IDEX
II Series Fund, IDEX Fund and IDEX Fund 3; Vice President of Marketing (January
1993 to present) of InterSecurities, Inc. (broker-dealer); and Vice President of
Marketing of Social Responsibility Investment Group (April 1991 to January 1992)
(investment company); and Vice President of Regional Marketing of Calvert Group
(June 1988 to January 1991) (investment company).
- ------------------
Thomas R. Moriarty2
05/03/51
Senior Vice President (March 1995 to present), Vice President and Principal
Accounting Officer (November 1990 to March 1995) and Principal Accounting
Officer (1988 to September 1990) of IDEX II Series Fund, IDEX Fund and IDEX Fund
3; Senior Vice President (June 1991 to present) and Vice President (1988 to June
1991) of InterSecurities, Inc. (broker-dealer); Senior Vice President of ISI
Insurance Agency, Inc. (September 1992 to present); President (November 1990 to
present) and Vice President (1988 to November 1990) of PW Securities, Inc.
(broker-dealer); Senior Vice President (June 1991 to present) and Vice President
(1988 to June 1991) of Idex Investor Services, Inc.; Vice President (November
1990 to present); Assistant Vice President (1988 to September 1990) of Idex
39
<PAGE>
Management, Inc., Vice President of Western Reserve Life Assurance Co. of Ohio
(June 1993 to present) (life insurance); Assistant Vice President of AEGON USA
Managed Portfolios, Inc. (September 1991 to September 1992) (financial
services); President (November 1990 to December 1992) and Vice President (1988
to November 1990) of PW Securities, Inc. (broker-dealer). Mr. Moriarty was
employed by Pioneer Western Corporation in various executive positions from 1984
to February, 1991.
- ------------------
Christopher G. Roetzer2
01/11/63
Principal Accounting Officer (March 1995 to present), Assistant Vice President
(November 1990 to present) of IDEX II Series Fund, IDEX Fund and IDEX Fund 3;
Assistant Vice President and Controller (May 1988 to present) of
InterSecurities, Inc. (broker-dealer); Assistant Vice President of ISI Insurance
Agency, Inc. (September 1992 to present); Assistant Vice President and
Controller of Idex Investor Services, Inc. (May 1988 to present); Assistant Vice
President of Idex Management, Inc. (November 1990 to present); Assistant Vice
President and Assistant Controller (April 1988 to May 1988) and Accounting
Manager (June 1986 to April 1988) of Western Reserve Life Assurance Co. of Ohio
(life insurance); and Auditor (September 1984 to June 1986) of Peat, Marwick,
Mitchell & Co. (CPA firm).
- ------------------
William W. Short, Jr.
12420 73rd Court North
Largo, FL 34623
02/25/36
Trustee of IDEX II Series Fund, IDEX Fund and IDEX Fund 3; President and sole
shareholder of Shorts, Inc. (men's retail apparel); Chairman of Southern Apparel
Corporation and S.A.C. Distributors (nationwide wholesale apparel distributors),
Largo, Florida; Director of Barnett Banks of Pinellas County; Trustee of Morton
Plant Hospital Foundation; former Chairman of Advisory Board of First Florida
Bank, Pinellas County, Florida.
- ------------------
Jack E. Zimmerman
507 Saint Michel Circle
Kettering, OH 45429-1972
02/03/28
Trustee of IDEX II Series Fund, IDEX Fund and IDEX Fund 3; Director (1987 to
present), Western Reserve Life Assurance Co. of Ohio (life insurance); currently
retired; formerly, Director, Regional Marketing, Martin Marietta Corporation,
Dayton, Ohio (September 1986 to January 1993) (aerospace industry); Director of
Strategic Planning of Martin Marietta Baltimore Aerospace (January 1986 to
September 1986). Mr. Zimmerman is also the brother-in-law of John Kenney,
Trustee and Chairman of the Fund.
The Fund pays no salaries or compensation to any of its officers, all
of whom are officers or employees of either ISI or its affiliates. Disinterested
trustees (i.e., trustees who are not affiliated with IMI, Janus Capital, ISI,
AEGON Management, Alger Management or Luther King) receive: (a) a total annual
retainer fee of $13,000 from IDEX II Series Fund, IDEX Fund and IDEX Fund 3; of
which the Fund pays a pro rata share allocable to each Portfolio based on the
relative assets of the Portfolio; plus (b) $1,250 and incidental expenses per
meeting attended. Any fees and expenses paid to trustees who are affiliates of
IMI or ISI are paid by IMI and/or ISI. The Fund did not offer its Trustees or
officers any pension or retirement benefits during or prior to the fiscal year
ended September 30, 1995. The following table provides compensation amounts paid
to Disinterested Trustees of the Fund for the fiscal year ended September 30,
1995.
40
<PAGE>
<TABLE>
<CAPTION>
COMPENSATION TABLE
Aggregate Total Compensation paid to Trustees from IDEX
Name of Person, Position Compensation from II Series Fund and IDEX Fund, IDEX Fund 3
IDEX II Series Fund and WRL Series Fund, Inc.
<S> <C> <C>
Peter R. Brown, Trustee $ $
James L. Churchill, Trustee $ $
Charles C. Harris, Trustee $ $
William W. Short, Jr.,Trustee $ $
Jack E. Zimmerman, Trustee $ $
</TABLE>
The Board of Trustees has adopted a policy whereby any Disinterested
Trustee of the Fund in office on September 1, 1990 who has served at least three
years as a trustee may, subject to certain limitations, elect upon his
resignation to serve as a trustee emeritus for a period of two years. A trustee
emeritus has no authority, power or responsibility with respect to any Fund
matter. While serving as such, a trustee emeritus is entitled to receive from
the Fund an annual fee equal to one-half the fee then payable per annum to
Disinterested Trustees of the Fund, plus reimbursement of expenses incurred for
attendance at Board meetings.
The Fund has an executive committee whose members currently are John
R. Kenney, G. John Hurley and Peter R. Brown. The executive committee may
perform all of the functions which may be performed by the Board of Trustees,
except as set forth in the Declaration of Trust and By-Laws of the Fund or as
prohibited by applicable law.
Commencing on January 1, 1996, it is anticipated that a non-qualified
deferred compensation plan (the "Plan") will become available to trustees who
are not interested persons of the Fund. Under the Plan, compensation may be
deferred that would otherwise be payable by the Fund, IDEX Fund, IDEX Fund 3
and/or WRL Series Fund, Inc., to a disinterested Trustee or Director on a
current basis for services rendered as trustee. Once any necessary regulatory
approvals are obtained, deferred compensation amounts will accumulate based on
the value of Class A shares of a portfolio of the Fund (without imposition of
sales charge), as elected by the trustee. The Plan does not effect the amount of
compensation payable to disinterested trustees, and it is not anticipated that
the Plan will have any impact on the portfolios of the Fund.
During the fiscal year ended September 30, 1995, the Fund paid
$_________ in trustees fees and expenses and no trustee emeritus fees or
expenses. As of November 1, 1995, the trustees and officers held in the
aggregate less than 1% of the outstanding shares of each of the Aggressive
Growth, Capital Appreciation, Global, Growth, C.A.S.E., Equity-Income, Tactical
Asset Allocation, Balanced, Flexible Income, Income Plus and Tax-Exempt
Portfolios.
PURCHASE OF SHARES
As stated in the Prospectus, each Portfolio offers investors a choice
of three classes of shares. Class A, Class B or Class C shares of a Portfolio
can be purchased through ISI or through broker-dealers or other financial
institutions that have sales agreements with ISI. Shares of each Portfolio are
sold at the net asset value per share as determined at the close of the regular
session of business on the New York Stock Exchange next occurring after a
purchase order is received and accepted by the Fund plus the applicable sales
charge in the case of Class A shares. The Prospectus contains detailed
information about the purchase of Portfolio shares.
DISTRIBUTION PLANS
As stated in the Prospectus under "Investment Advisory and Other
Services", each Portfolio has adopted a separate Distribution Plan pursuant to
Rule 12b-1 under the 1940 Act (individually, a "Plan" and collectively, the
"Plans"), applicable to Class A, Class B and Class C shares of the Portfolio.
Under the Plans for Class A shares (the "Class A Plans"), a Portfolio
may pay ISI an annual distribution fee of up to 0.35%, and an annual service fee
of up to 0.25%, of the average daily net assets of the Portfolio's Class A
shares; however, to the extent that the Portfolio pays service fees, the amount
which the Portfolio may pay as a distribution fee is reduced accordingly so that
the total fees payable under the Class A Plan may not exceed on an annualized
basis 0.35% of the average daily net assets of the Portfolio's Class A shares.
Under the Plans for Class B shares (the "Class B Plans"), a Portfolio
may pay ISI an annual distribution fee of up to 0.75% and an annual service fee
of up to 0.25%, of the average daily net assets of the Portfolio's Class B
shares.
41
<PAGE>
Under the Plans for Class C shares (the "Class C Plans"), a Portfolio
may pay ISI an annual distribution fee of up to 0.75% and an annual service fee
of up to 0.25% of the average daily net assets of the Portfolio's Class C
shares; however, the total fee payable pursuant to the Class C Plan may not on
an annualized basis exceed 0.90% of the average daily net assets of the
Portfolio's Class C shares.
ISI may use the fees payable under the Class A, Class B and Class C
Plans as it deems appropriate to pay for activities or expenses primarily
intended to result in the sale of the Class A, Class B or Class C shares,
respectively, or in personal service to and/or maintenance of Class A, Class B
or Class C shareholder accounts, respectively. For each class, these activities
and expenses may include, but are not limited to compensation to employees of
ISI; compensation to and expenses of ISI and other selected dealers who engage
in or otherwise support the distribution of shares or who service shareholder
accounts; the costs of printing and distributing prospectuses, statements of
additional information and reports for other than existing shareholders; and the
cost of preparing, printing and distributing sales literature and advertising
materials.
Under the Plans, as required by Rule 12b-1, the Board of Trustees will
review at least quarterly a written report provided by ISI of the amounts
expended by ISI in distributing and servicing Class A, Class B or Class C shares
of the Portfolio and the purpose for which such expenditures were made. For so
long as the Plans are in effect, selection and nomination of the Trustees who
are not interested persons of the Fund shall be committed to the discretion of
the Trustees who are not interested persons of the Fund.
A Plan may be terminated as to a class of shares of a Portfolio at any
time by vote of a majority of the non-interested Trustees or by vote of a
majority of the outstanding voting securities of the applicable class. A Plan
may be amended by vote of the Trustees, including a majority of the
non-interested Trustees who are not interested persons of the Fund and have no
direct or indirect financial interest in the operation of the Plan or any
agreement relating thereto ("non-interested Trustees"), cast in person at a
meeting called for that purpose. Any amendment of a Plan that would materially
increase the costs to a particular class of shares of a Portfolio requires
approval by the shareholders of that class. A Plan will remain in effect for
successive one year periods, so long as such continuance is approved annually by
vote of the Fund's Trustees, including a majority of the non-interested
Trustees, cast in person at a meeting called for the purpose of voting on such
continuance.
During the fiscal year ended September 30, 1995, the Fund incurred fees
under the Plan applicable to the Class A shares of the Growth, Global, Flexible
Income, Tax-Exempt, Income Plus, Balanced, Aggressive Growth, Equity-Income and
Capital Appreciation Portfolios in the amounts of $__________, $__________,
$_________, $_______, $_______, $_________, $______, $_________ and $__________,
respectively, of which $__________, $__________, $_________, $_______, $_______,
$_________, $______, $_________ and $__________, respectively, was paid to
non-affiliated broker/dealers.
During the fiscal year ended September 30, 1995, the Fund incurred fees
under the Plan applicable to the Class C shares of the Growth, Global, Flexible
Income, Tax-Exempt, Income Plus, Balanced, Aggressive Growth, Equity-Income and
Capital Appreciation Portfolios in the amounts of $__________, $__________,
$_________, $_______, $_______, $_________, $______, $_________ and $__________,
respectively, of which $__________, $__________, $_________, $_______, $_______,
$_________, $______, $_________ and $__________, respectively, was paid to
non-affiliated broker/dealers.
42
<PAGE>
Distribution fees for the fiscal year ended September 30, 1995, were used by the
Distributor as follows:
<TABLE>
<CAPTION>
CAPITAL
AGGRESSIVE GROWTH APPRECIATION GLOBAL GROWTH EQUITY-INCOME BALANCED
----------------- ------------- ------ ------ ------------- --------
A C A C A C A C A C A C
Shares Shares Shares Shares Shares Shares Shares Shares Shares Shares Shares Shares
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Advertising
Printing/mailing
Prospectuses to other
than current
shareholders
Compensation to
underwriters
Compensation to
dealers
Compensation to sales
personnel
Interest or other
finance charges
Travel
Office Expenses
Administrative
Processing Costs
Total
<CAPTION>
FLEXIBLE INCOME INCOME PLUS TAX-EXEMPT
----------------- ------------- ----------
A C A C A C
Shares Shares Shares Shares Shares Shares
<S> <C> <C> <C> <C> <C> <C>
Advertising
Printing/mailing
Prospectuses to other
than current
shareholders
Compensation to
underwriters
Compensation to
dealers
Compensation to sales
personnel
Interest or other
finance charges
Travel
Office Expenses
Administrative
Processing Costs
Total
</TABLE>
On October 1, 1995, the Fund began offering Class B Shares of each IDEX II
Portfolio. Accordingly, no distribution fees were applicable to Class B shares
for the period ended September 30, 1995.
No distribution fees were applicable to Class A or Class C shares of the
Tactical Asset Allocation or C.A.S.E. Portfolios for the fiscal year ended
September 30, 1995, as those Portfolios had not commenced operations at that
time.
43
<PAGE>
NET ASSET VALUE DETERMINATION
As stated in the Prospectus, net asset value is determined
separately for each class of shares of a Portfolio on each day as of the close
of the regular session of business on the New York Stock Exchange (the
"Exchange"), currently 4:00 p.m. Eastern Time, Monday through Friday, except on
(i) days on which changes in the value of portfolio securities will not
materially affect the net asset value of a particular class of shares of the
Portfolio; (ii) days during which no shares of the Portfolio are tendered for
redemption and no orders to purchase shares of that Portfolio are received; or
(iii) customary national holidays on which the Exchange is closed. The per share
net asset value of each class of shares of a Portfolio is determined by dividing
the total value of the Portfolio's securities, receivables and other assets
allocable to that class by the total number of shares outstanding of that class.
The public offering price of a Class A, Class B or Class C share of a Portfolio
is the net asset value per share plus, in the case of Class A shares, the
applicable sales charge. Investment securities are valued at the closing price
for securities traded on a principal securities exchange (U.S. or foreign) or on
the NASDAQ National Market. Investment securities traded on the over-the-counter
market and listed securities for which no sales are reported for the trading
period immediately preceding the time of determination are valued at the last
bid price. Foreign currency denominated assets and liabilities are converted
into U.S. dollars at the closing exchange rate each day. Other securities for
which quotations are not readily available are valued at fair values determined
in such manner as the Portfolio's sub-adviser, under the supervision of the
Board of Trustees, decide in good faith.
The offering price per share of the Growth Portfolio as of
September 30, 1995 was calculated as follows:
<TABLE>
<CAPTION>
CLASS A CLASS C
------- -------
<S> <C> <C>
Net asset value per share $ $
(net assets [divided by] shares outstanding)
Add maximum selling commission ______ ______
(5.50% of offering price for Class A shares)
Offering price per share $ $
============ ============
</TABLE>
The offering price per share of the Global Portfolio as of
September 30, 1995 was calculated as follows:
<TABLE>
<CAPTION>
CLASS A CLASS C
------- -------
<S> <C> <C>
Net asset value per share $ $
(net assets [divided by] shares outstanding)
Add maximum selling commission ______ ______
(5.50% of offering price for Class A shares)
Offering price per share $ $
============ ============
</TABLE>
The offering price per share of the Flexible Income Portfolio as
of September 30, 1995 was calculated as follows:
<TABLE>
<CAPTION>
CLASS A CLASS C
------- -------
<S> <C> <C>
Net asset value per share $ $
(net assets [divided by] shares outstanding)
Add maximum selling commission ______ ______
(5.50% of offering price for Class A shares)
Offering price per share $ $
============ ============
</TABLE>
The offering price per share of the Tax-Exempt Portfolio as of
September 30, 1995 was calculated as follows:
<TABLE>
<CAPTION>
CLASS A CLASS C
------- -------
<S> <C> <C>
Net asset value per share $ $
(net assets [divided by] shares outstanding)
Add maximum selling commission ______ ______
(5.50% of offering price for Class A shares)
Offering price per share $ $
============ ============
</TABLE>
44
<PAGE>
The offering price per share of the Income Plus Portfolio as
of September 30, 1995 was calculated as follows:
<TABLE>
<CAPTION>
CLASS A CLASS C
------- -------
<S> <C> <C>
Net asset value per share $ $
(net assets [divided by] shares outstanding)
Add maximum selling commission ______ ______
(5.50% of offering price for Class A shares)
Offering price per share $ $
============ ============
</TABLE>
The offering price per share of the Balanced Portfolio as of
September 30, 1995 was calculated as follows:
<TABLE>
<CAPTION>
CLASS A CLASS C
------- -------
<S> <C> <C>
Net asset value per share $ $
(net assets [divided by] shares outstanding)
Add maximum selling commission ______ ______
(5.50% of offering price for Class A shares)
Offering price per share $ $
============ ============
</TABLE>
The offering price per share of the Capital Appreciation
Portfolio as of September 30, 1995 was calculated as follows:
<TABLE>
<CAPTION>
CLASS A CLASS C
------- -------
<S> <C> <C>
Net asset value per share $ $
(net assets [divided by] shares outstanding)
Add maximum selling commission ______ ______
(5.50% of offering price for Class A shares)
Offering price per share $ $
============ ============
</TABLE>
The offering price per share of the Aggressive Growth Portfolio as
of September 30, 1995 was calculated as follows:
<TABLE>
<CAPTION>
CLASS A CLASS C
------- -------
<S> <C> <C>
Net asset value per share $ $
(net assets [divided by] shares outstanding)
Add maximum selling commission ______ ______
(5.50% of offering price for Class A shares)
Offering price per share $ $
============ ============
</TABLE>
The offering price per share of the Equity-Income Portfolio as
of September 30, 1995 was calculated as follows:
<TABLE>
<CAPTION>
CLASS A CLASS C
------- -------
<S> <C> <C>
Net asset value per share $ $
(net assets [divided by] shares outstanding)
Add maximum selling commission ______ ______
(5.50% of offering price for Class A shares)
Offering price per share $ $
============ ============
</TABLE>
No such calculations are presented for Class B shares of the
Portfolios, as Class B shares were not offered by any Portfolio until October 1,
1995.
No such calculations are presented for Class A, Class B or Class C
shares of IDEX II Tactical Asset Allocation or C.A.S.E. Portfolios because no
shares of those Portfolios were outstanding as of September 30, 1995.
DIVIDENDS AND OTHER DISTRIBUTIONS
As indicated in the Prospectus, an investor may choose among several
options with respect to dividends and capital gain distributions payable to the
investor. Dividends or other distributions will be paid in full and fractional
shares at the net asset value determined as of the ex-dividend date, unless the
shareholder has elected another distribution option as described in the
Prospectus. Transaction confirmations and checks for payments designated to be
made in cash generally will be mailed on the payable date. The per share income
dividends on Class B and Class C shares of a Portfolio are anticipated to be
lower than the per share income dividends on Class A shares of that Portfolio as
a result of higher service and distribution fees applicable to the Class B and
Class C shares.
45
<PAGE>
SHAREHOLDER ACCOUNTS
Detailed information about general procedures for Shareholder Accounts
and specific types of accounts is set forth in the Prospectus.
RETIREMENT PLANS
As stated in the Prospectus, the Fund offers several types of
retirement plans that an investor may establish to invest in shares of a
Portfolio with tax deductible dollars. Prototype retirement plans for both
corporations and self-employed individuals and for Individual Retirement
Accounts, Code Section 401(k) Plans and Simplified Employee Pension Plans are
available by calling or writing ISI. These plans require the completion of
separate applications which are also available from ISI. Investors Fiduciary
Trust Company, Kansas City, Missouri, acts as the custodian or trustee under
these plans for which it charges an annual fee of up to $12.00 on each such
account with a maximum of $24 per tax identification number. Shares of a
Portfolio are also available for investment by Code Section 403(b)(7) retirement
plans for employees of charities, schools, and other qualifying employers. The
Tax Exempt Portfolio is not well-suited as an investment vehicle for
tax-deferred retirement plans which cannot benefit from tax-exempt income and
whose distributed earnings are taxable to individual recipients as ordinary
income.
To receive additional information or forms on these plans, please call
Customer Service at (800) 851-9777 or write the Transfer Agent at P. O. Box
9015, Clearwater, Florida 34618-9015. No contribution to a retirement plan can
be made until the appropriate forms to establish the plan have been completed.
It is advisable for an investor considering the funding of any retirement plan
to consult with an attorney, retirement plan consultant or financial or tax
advisor with respect to the requirements of such plans and the tax aspects
thereof.
REDEMPTION OF SHARES
Shareholders may redeem their shares at any time at a price equal to
the net asset value per share next determined following receipt of a valid
redemption order by the transfer agent, in proper form as prescribed in the
Prospectus. Payment will ordinarily be made within three days of the receipt of
a valid redemption order. The value of shares on redemption may be more or less
than the shareholder's cost, depending upon the market value of the Portfolio's
net assets at the time of redemption. CLASS B SHARES ARE ALSO SUBJECT TO A
DECLINING CONTINGENT DEFERRED SALES CHARGE UPON CERTAIN REDEMPTIONS. THE
PROSPECTUS DESCRIBES THE REQUIREMENTS AND PROCEDURES FOR THE REDEMPTION OF
SHARES.
Shares will normally be redeemed for cash, although each Portfolio
retains the right to redeem its shares in kind under unusual circumstances, in
order to protect the interests of the remaining shareholders, by the delivery of
securities selected from its assets at its discretion. The Fund has, however,
elected to be governed by Rule 18f-1 under the 1940 Act pursuant to which the
Fund is obligated to redeem shares solely in cash up to the lesser of $250,000
or 1% of the net asset value of a Portfolio during any 90-day period for any one
shareholder. Should redemptions by any shareholder exceed such limitation, the
Fund will have the option of redeeming the excess in cash or in kind. If shares
are redeemed in kind, the redeeming shareholder might incur brokerage costs in
converting the assets to cash. The method of valuing securities used to make
redemptions in kind will be the same as the method of valuing portfolio
securities described under "Net Asset Value Determination", and such valuation
will be made as of the same time the redemption price is determined.
Redemption of shares may be suspended, or the date of payment may be
postponed, whenever (1) trading on the Exchange is restricted, as determined by
the Securities and Exchange Commission, or the Exchange is closed except for
holidays and weekends, (2) the Securities and Exchange Commission permits such
suspension and so orders, or (3) an emergency exists as determined by the
Securities and Exchange Commission so that disposal of securities and
determination of net asset value is not reasonably practicable.
The Contingent Deferred Sales Charge ("CDSC") is waived on redemptions
of Class B shares in the circumstances described below:
(a) REDEMPTION UPON TOTAL DISABILITY OR DEATH
The Fund will waive the CDSC on redemptions following the death or
total disability (as evidenced by a determination of the federal Social Security
Administration) of a Class B shareholder, but in the case of total disability
only as to shares owned at the time of the initial determination of disability.
The Transfer Agent or Distributor will require satisfactory proof of death or
disability before it determines to waive the CDSC.
(b) REDEMPTION PURSUANT TO A FUND'S SYSTEMATIC WITHDRAWAL PLAN
A shareholder may elect to participate in a systematic withdrawal plan
("Plan") with respect to the shareholder's investment in the Fund. Under the
Plan, a dollar amount of a participating shareholder's investment in the Fund
will be redeemed systematically by the Fund on a periodic basis, and the
proceeds paid in accordance with the shareholder's instructions. The amount to
be redeemed and
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frequency of the systematic withdrawals will be specified by the shareholder
upon his or her election to participate in the Plan. The CDSC will be waived on
redemptions made under the Plan subject to the limitations described below.
The amount of the shareholder's investment in a Fund at the time the
election to participate in the Plan is made with respect to the Fund is
hereinafter referred to as the "Initial Account Balance." The amount to be
systematically redeemed from the Fund without the imposition of a CDSC may not
exceed a maximum of 12% annually of the shareholder's Initial Account Balance.
The Fund reserves the right to change the terms and conditions of the Plan and
the ability to offer the Plan.
The CDSC is also waived on redemption of Class B shares as it
relates to the reinvestment of redemption proceeds in Class B shares of another
IDEX Portfolio within 90 days after redemption.
TAXES
Each Portfolio has qualified, and intends to continue to qualify,
for treatment as a regulated investment company ("RIC") under the Internal
Revenue Code of 1986, as amended (the "Code"). In order to qualify for that
treatment, each Portfolio must distribute to its shareholders for each taxable
year at least 90% of its investment company taxable income (consisting generally
of taxable net investment income and net short-term capital gain) and must meet
several additional requirements. With respect to each Portfolio, these
requirements include the following: (1) the Portfolio must derive at least 90%
of its gross income each taxable year from dividends, interest, payments with
respect to securities loans and gains from the sale or other disposition of
securities, or other income (including gains from futures contracts) derived
with respect to its business of investing in securities; (2) the Portfolio must
derive less than 30% of its gross income each taxable year from the sale or
other disposition of securities or futures contracts that were held for less
than three months ("Short-Short Limitation"); (3) at the close of each quarter
of the Portfolio's taxable year, at least 50% of the value of its total assets
must be represented by cash and cash items, U.S. government securities,
securities of other RICs and other securities, with these other securities
limited, in respect of any one issuer, to an amount that does not exceed 5% of
the value of the Portfolio's total assets and that does not represent more than
10% of the outstanding voting securities of the issuer; and (4) at the close of
each quarter of the Portfolio's taxable year, not more than 25% of the value of
its total assets may be invested in securities (other than U.S. government
securities or the securities of other RICs) of any one issuer.
A Portfolio will be subject to a nondeductible 4% excise tax to the
extent it fails to distribute by the end of any calendar year substantially all
of its ordinary income for that year and capital gain net income for the
one-year period ending on October 31 of that year, plus certain other amounts.
Each Portfolio intends to distribute annually a sufficient amount of any taxable
income and capital gains so as to avoid liability for this excise tax.
If the Tax-Exempt Portfolio invests in any instruments that
generate taxable income, under the circumstances described in the Prospectus,
distributions of the interest earned thereon will be taxable to that Portfolio's
shareholders as ordinary income to the extent of its earnings and profits.
Moreover, if that Portfolio realizes capital gains as a result of market
transactions, any distributions of that gain also will be taxable to its
shareholders.
Proposals may be introduced before Congress for the purpose of
restricting or eliminating the federal income tax exemption for interest on
municipal securities. If such a proposal were enacted, the availability of
municipal securities for investment by the Tax-Exempt Portfolio and the value of
its portfolio securities would be affected. In that event, the Tax-Exempt
Portfolio will re-evaluate its investment objective and policies.
Dividends and interest received by a Portfolio may be subject to
income, withholding or other taxes imposed by foreign countries and U.S.
possessions that would reduce the yield on its securities. Tax conventions
between certain countries and the United States may reduce or eliminate these
foreign taxes, however, and foreign countries generally do not impose taxes on
capital gains in respect of investments by foreign investors. If more than 50%
of the value of the Global Portfolio's total assets at the close of its taxable
year consists of securities of foreign corporations, it will be eligible to, and
may, file an election with the Internal Revenue Service that will enable its
shareholders, in effect, to receive the benefit of the foreign tax credit with
respect to any foreign and U.S. possessions income taxes paid by it. Pursuant to
the election, a Portfolio will treat those taxes as dividends paid to its
shareholders and each shareholder will be required to (1) include in gross
income, and treat as paid by him, his proportionate share of those taxes, (2)
treat his share of those taxes and of any dividend paid by the Portfolio that
represents income from foreign or U.S. possessions sources as his own income
from those sources, and (3) either deduct the taxes deemed paid by him in
computing his taxable income or, alternatively, use the foregoing information in
calculating the foreign tax credit against his federal income tax. The Global
Portfolio will report to its shareholders shortly after each taxable year their
respective shares of the income from sources within, and taxes paid to, foreign
countries and U.S. possessions if it makes this election.
Each Portfolio except the Tax-Exempt Portfolio may invest in the
stock of "passive foreign investment companies" ("PFICs"). A PFIC is a foreign
corporation that, in general, meets either of the following tests: (1) at least
75% of its gross income is passive or (2) an average of at least 50% of its
assets produce, or are held for the production of, passive income. Under certain
circumstances, a Portfolio
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<PAGE>
will be subject to federal income tax on a portion of any "excess distribution"
received on the stock of a PFIC or of any gain on disposition of that stock
(collectively "PFIC income"), plus interest thereon, even if the Portfolio
distributes the PFIC income as a taxable dividend to its shareholders. The
balance of the PFIC income will be included in the Portfolio's investment
company taxable income and, accordingly, will not be taxable to it to the extent
that income is distributed to its shareholders. If a Portfolio invests in a PFIC
and elects to treat the PFIC as a "qualified electing fund," then in lieu of the
foregoing tax and interest obligation, the Portfolio will be required to include
in income each year its pro rata share of the qualified electing fund's annual
ordinary earnings and net capital gain (the excess of net long-term capital gain
over net short-term capital loss), even if they are not distributed to the
Portfolio; those amounts would be subject to the distribution requirements
described above. In most instances it will be very difficult, if not impossible,
to make this election because of certain requirements thereof.
The use of hedging strategies, such as writing (selling) and
purchasing options and futures contracts and entering into forward contracts,
involves complex rules that will determine for income tax purposes the character
and timing of recognition of the income received in connection therewith by a
Portfolio. Income from foreign currencies (except certain gains therefrom that
may be excluded by future regulations), and income from transactions in options,
futures and forward contracts derived by a Portfolio with respect to its
business of investing in securities or foreign currencies, will qualify as
permissible income under the Income Requirement. However, income from the
disposition of foreign currencies that are not directly related to the
Portfolio's principal business of investing in securities (or options and
futures with respect thereto) also will be subject to the Short-Short Limitation
if the securities are held for less than three months.
If a Portfolio satisfies certain requirements, any increase in
value on a position that is part of a "designated hedge" will be offset by any
decrease in value (whether realized or not) of the offsetting hedging position
during the period of the hedge for purposes of determining whether the Portfolio
satisfies the Short-Short Limitation. Thus, only the net gain (if any) from the
designated hedge will be included in gross income for purposes of that
limitation. Each Portfolio intends that, when it engages in hedging
transactions, they will qualify for this treatment, but at the present time it
is not clear whether this treatment will be available for all of the Portfolio's
hedging transactions. To the extent this treatment is not available, a Portfolio
may be forced to defer the closing out of certain options and futures contracts
beyond the time when it otherwise would be advantageous to do so, in order for
the Portfolio to continue to qualify as a RIC.
The treatment of income dividends and capital gain distributions by
a Portfolio to shareholders under the various state income tax laws may not
parallel that under the federal law. Qualification as a regulated investment
company does not involve supervision of a Portfolio's management or of its
investment policies and practices by any governmental authority.
Shareholders are urged to consult their own tax advisors with
specific reference to their own tax situations, including their state and local
tax liabilities.
PRINCIPAL SHAREHOLDERS
To the knowledge of the Fund, as of November 1, 1995, no
shareholder owned beneficially or of record 5% or more of the outstanding shares
of beneficial interest of each of the Growth, Global, Flexible Income,
Tax-Exempt, Balanced, Capital Appreciation, Aggressive Growth, Equity-Income,
Tactical Asset Allocation or C.A.S.E. Portfolios, with the following exceptions:
Robert E. and Pauline F. Dutcher were record owners of approximately 5% of the
Tactical Asset Allocation Portfolio; Katherine P. and David E. Thorn were record
owners of approximately 6.2% of the Tactical Asset Allocation Portfolio; H.O.
Wilber was record owner of approximately 6.7% of the Tactical Asset Allocation
Portfolio; Iris Bauermerster was record owner of approximately 11.6% of the
Tactical Asset Allocation Portfolio. As of November 1, 1995, ISI owned
beneficially or of record approximately 8% and 45% of the Equity-Income
Portfolio and the Tactical Asset Allocation Portfolio, respectively. As of
November 1, 1995, certain affiliates of ISI and AEGON Management were the record
owners of shares of beneficial interest of the Income Plus Portfolio, as
follows: AUSA Life Insurance Company owned approximately 6.9%, and Bankers
United Life Assurance Company owned approximately 2%.
MISCELLANEOUS
ORGANIZATION
The Portfolios are series of IDEX II Series Fund, a Massachusetts
business trust that was formed by a Declaration of Trust dated January 7, 1986.
The Trust currently is governed by a Restatement of Declaration of Trust
("Declaration of Trust") dated as of August 30, 1991.
On August 7, 1992, in a tax-free reorganization, the IDEX II
Tax-Exempt Portfolio acquired all of the assets and assumed all of the
liabilities of the AEGON USA Tax-Exempt Portfolio in exchange for shares of the
IDEX II Tax-Exempt Portfolio which were then distributed to the AEGON USA
Tax-Exempt Portfolio shareholders, and the IDEX II Income Plus Portfolio (then
known as IDEX II High Yield Portfolio) acquired all of the assets and assumed
all of the liabilities of the AEGON USA High Yield Portfolio in exchange for
shares of the IDEX II Income Plus Portfolio which were then distributed to the
AEGON USA High Yield Portfolio shareholders. All historical financial and
performance information set forth in the Statement of Additional Information
relates to the AEGON USA Tax-
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Exempt Portfolio and the AEGON USA High Yield Portfolio prior to the date they
were reorganized into the IDEX II Tax-Exempt Portfolio and the IDEX II Income
Plus Portfolio, respectively. On August 21, 1992, in a tax-free reorganization,
IDEX II Growth Portfolio acquired all of the assets and assumed all of the
liabilities of AEGON USA Growth Portfolio and AEGON USA Capital Appreciation
Portfolio in exchange for shares of IDEX II Growth Portfolio which were then
distributed on a pro rata basis to the respective AEGON USA Growth Portfolio and
AEGON USA Capital Appreciation Portfolio shareholders.
On October 1, 1993, in a tax-free reorganization, the Flexible
Income Portfolio acquired all of the assets and assumed all of the liabilities
of IDEX Total in exchange for shares of the Flexible Income Portfolio which were
then distributed to IDEX Total shareholders. All historical financial and
performance information set forth in the Statement of Additional Information
relates to IDEX Total prior to the date it was reorganized into the Flexible
Income Portfolio.
SHARES OF BENEFICIAL INTEREST
The Declaration of Trust permits the Fund to issue an unlimited
number of shares of beneficial interest. Shares of the Fund are fully paid and
nonassessable when issued. Shares of the Fund have no preemptive, cumulative
voting, conversion or subscription rights. Shares of the Fund are fully
transferable but the Fund is not bound to recognize any transfer until it is
recorded on its books.
The shares of beneficial interest of each Portfolio are divided
into three classes, Class A, Class B and Class C. Each class represents
interests in the same assets of the Portfolio and differ as follows: each class
of shares has exclusive voting rights on matters pertaining to its plan of
distribution or any other matter appropriately limited to that class; Class A
shares are subject to an initial sales charge; Class B shares are subject to a
contingent deferred sales charge, or back-end load, at a declining rate; Class B
and Class C shares are subject to higher ongoing distribution and service fees;
each class may bear differing amounts of certain class-specific expenses; and
each class has a separate exchange privilege. The Fund does not anticipate that
there will be any conflicts between the interests of holders of the different
classes of shares of the same Portfolio by virtue of these classes. On an
ongoing basis, the Board of Trustees will consider whether any such conflict
exists and, if so, take appropriate action. On any matter submitted to a vote of
shareholders of a series or class, each full issued and outstanding share of
that series or class has one vote.
The Declaration of Trust provides that each of the trustees will
continue in office until the termination of the Trust or his earlier death,
resignation, bankruptcy or removal. A meeting will be called for the election of
trustees upon the written request of holders of 10% or more of the outstanding
shares of the Trust. Vacancies may be filled by majority of the remaining
trustees, subject to certain limitations imposed by the 1940 Act. Therefore, it
is not anticipated that annual or regular meetings of shareholders normally will
be held, unless otherwise required by the Declaration of Trust or the 1940 Act.
Subject to the foregoing, shareholders have the power to vote for the election
and removal of trustees, to terminate or reorganize the Fund, to amend the
Declaration of Trust, on whether to bring certain derivative actions and on any
other matters on which a shareholder vote is required by the 1940 Act, the
Declaration of Trust, the Fund's bylaws or the trustees.
LEGAL COUNSEL AND AUDITORS
Sutherland, Asbill & Brennan, 1275 Pennsylvania Avenue, N.W.,
Washington, D.C. 20004, serves as counsel to the Fund and certain of its
affiliates. ____________________ serves as independent accountants for the Fund.
REGISTRATION STATEMENT
This Statement of Additional Information and the prospectus for the
Portfolios do not contain all the information set forth in the registration
statement and exhibits relating thereto, which the Fund has filed with the
Securities and Exchange Commission, Washington, D.C. under the Securities Act of
1933 and the 1940 Act, to which reference is hereby made.
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PERFORMANCE INFORMATION
The Prospectus contains a brief description of how performance is
calculated.
Quotations of average annual total return for a particular class of
shares of a Portfolio will be expressed in terms of the average annual
compounded rate of return of a hypothetical investment in the Portfolio over
periods of 1, 5, and 10 years. These are the average annual compounded rates of
return that would equate the initial amount invested to the ending redeemable
value. These rates of return are calculated pursuant to the following formula:
1
-
T = ((ERV [divided by] P)N )-1
(where P = a hypothetical initial investment of $1,000; T = the average annual
total return; N =the number of years; and ERV = the ending redeemable value of a
hypothetical $1,000 investment made at the beginning of the period). All average
annual total return figures reflect the deduction of a proportionate share of
each Portfolio's expenses on an annual basis, and assume that the maximum sales
load (Class A shares only) is deducted from the initial $1,000 investment and
all dividends and distributions are paid in additional shares.
For the one-year period ended September 30, 1995, the five-year
period ended September 30, 1995 and the period from inception (May 8, 1986)
through September 30, 1995, the average annual total return for the Growth
Portfolio's Class A shares was____%, ______% and _____%, respectively, assuming
deduction of the maximum sales charge of 5.5% and taking into account 12b-1 fees
at the maximum level of 0.35%. Assuming no deduction of the maximum sales charge
of 5.5%, the average annual total returns for the Growth Portfolio's Class A
shares were ____%, ______% and _____%, respectively, for those same periods. The
cumulative total returns for the Class A shares of the Growth Portfolio for the
one-year period ended September 30, 1995, the five-year period ended September
30, 1995 and the period from inception (May 8, 1986) through September 30, 1995
were ____%, ______% and _____%, respectively.
For the one-year period ended September 30, 1995 and the period
from inception (October 1, 1993) through September 30, 1995, the average annual
total return for the Growth Portfolio's Class C shares was _______% and
________%, respectively, which takes into account 12b-1 fees at the maximum
level of 0.90%. The cumulative total return for the Class C shares of the Growth
Portfolio for the one-year period ended September 30, 1995 and the period from
inception (October 1, 1993) through September 30, 1995 was_______% and _______%,
respectively.
For the one-year period ended September 30, 1995 and the period
from inception (October 1, 1992) through September 30, 1995, the average annual
total return for the Global Portfolio's Class A shares was_______% and _______%,
respectively, assuming deduction of the maximum sales charge of 5.5% and taking
into account 12b-1 fees at the maximum level of 0.35%. Assuming no deduction of
the maximum sales charge of 5.5%, the average annual total return for the Global
Portfolio's Class A shares was_______% and ________%, respectively, for those
periods. The cumulative total return for the Class A shares of the Global
Portfolio for the one-year period ended September 30, 1995 and for the period
from inception (October 1, 1992) through September 30, 1995 was _______% and
_______%, respectively.
For the one-year period ended September 30, 1995 and the period
from inception (October 1, 1993) through September 30, 1995, the average annual
total return for the Global Portfolio's Class C shares was ___% and ______%,
respectively, which takes into account 12b-1 fees at the maximum level of 0.90%.
The cumulative total return for the Class C shares of the Global Portfolio for
the one-year period ended September 30, 1995 and the period from inception
(October 1, 1993) through September 30, 1995 was ____% and _____%, respectively.
For the one-year period ended September 30, 1995, the five-year
period ended September 30, 1995 and the period from inception (June 29, 1987)
through September 30, 1995, the average annual total return for the Flexible
Income Portfolio's Class A shares was ____%, ______% and _____%%, respectively,
assuming deduction of the applicable maximum sales charge of 4.75% and taking
into account 12b-1 fees at the maximum level of 0.35% through the period ended
September 30, 1995. Assuming no deduction of the maximum sales charge of 4.75%,
the average annual total return for the Flexible Income Portfolio's Class A
shares was ____%, ______% and _____%, respectively, for those periods. For the
one-year period ended September 30, 1995, the five-year period ended September
30, 1995 and the period from inception (June 29, 1987) through September 30,
1995, the cumulative total return for the Flexible Income Portfolio's Class A
shares, was ____%, ______% and _____%, respectively.
For the one-year period ended September 30, 1995 and the period
from inception (October 1, 1993) through September 30, 1995, the average annual
total return for the Flexible Income Portfolio's Class C shares was ____% and
____%, respectively, which takes into account 12b-1 fees at the maximum level of
0.90%. The cumulative total return for the Class C shares of the Flexible Income
Portfolio for the one-year period ended September 30, 1995 and the period from
inception (October 1, 1993) through September 30, 1995 was____% and ____%.
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For the one-year period ended September 30, 1995, the five-year
period ended September 30, 1995, the ten-year period ended September 30, 1995
and the period from inception (April 1, 1985) through September 30, 1995, the
average annual total return for the Tax-Exempt Portfolio's Class A shares was
____%, ______%, _____% and _____% , respectively, assuming deduction of the
maximum sales charge of 4.75% and taking into account 12b-1 fees at the maximum
level of 0.35% through the period ended September 30, 1995. Assuming no
deduction of the maximum sales charge of 4.75%, the average annual total return
for the Tax-Exempt Portfolio's Class A shares was ____%, ______%, _____% and
_____%, respectively, for those periods. The cumulative total return for the
Class A shares of the Tax-Exempt Portfolio for the one-year period ended
September 30, 1995, the five-year period ended September 30, 1995, the ten-year
period ended September 30, 1995 and the period from inception (April 1, 1985)
through September 30, 1995 was ____%, ______%, _____% and _____%, respectively.
For the one-year period ended September 30, 1995 and the period
from inception (October 1, 1993) through September 30, 1995, the average annual
total return for the Tax-Exempt Portfolio's Class C shares was ______% and
_______%, respectively, which takes into account 12b-1 fees at the maximum level
of 0.60%. The cumulative total return for the Class C shares of the Tax-Exempt
Portfolio for the one-year period ended September 30, 1995 and the period from
inception (October 1, 1993) through September 30, 1995 was ____% and _____%.
For the one-year period ended September 30, 1995, the five-year
period ended September 30, 1995, the ten-year period ended September 30, 1995
and the period from inception (June 14, 1985) through September 30, 1995, the
average annual total return for the Income Plus Portfolio's Class A shares was
____%, ______%, _____% and _____%, respectively, assuming deduction of the
maximum sales charge of 4.75% and taking into account 12b-1 fees at the maximum
level of 0.35% through the period ended September 30, 1995. Assuming no
deduction of the maximum sales charge of 4.75%, the average annual total return
for the Income Plus Portfolio's Class A shares was ____%, ______%, _____% and
_____%, respectively, for those periods. The cumulative total return for the
Class A shares of the Income Plus Portfolio for the one-year period ended
September 30, 1995, the five-year period ended September 30, 1995, the ten-year
period ended September 30, 1995 and the period from inception (June 14, 1985)
through September 30, 1995 was ____%, ______%, _____% and _____%, respectively.
For the one-year period ended September 30, 1995 and the period
from inception (October 1, 1993) through September 30, 1995, the average annual
total return for the Income Plus Portfolio's Class C shares was ______% and
_______%, which takes into account 12b-1 fees at the maximum level of 0.90%. The
cumulative total return for the Class C shares of the Income Plus Portfolio for
the one-year period ended September 30, 1995 and the period from inception
(October 1, 1993) through September 30, 1995 was ___% and ___%.
For the period from December 2, 1994 (inception) to September 30,
1995, the cumulative total return for the Balanced Portfolio's Class A shares
was _______%, assuming deduction of the maximum sales charge of 5.5% and taking
into account 12b-1 fees at the maximum level of 0.35%. Assuming no deduction of
the maximum sales charge of 5.5%, the cumulative total return for the Balanced
Portfolio's Class A shares was____% for that period.
For the period from December 2, 1994 (inception) to September 30,
1995, the cumulative total return for the Balanced Portfolio's Class C shares
was_____%, which takes into account 12b-1 fees at the maximum level of 0.90%.
For the period from December 2, 1994 (inception) to September 30,
1995, the cumulative total return for the Capital Appreciation Portfolio's Class
A shares was ______%, assuming deduction of the maximum sales charge of 5.5% and
taking into account 12b-1 fees at the maximum level of 0.35%. Assuming no
deduction of the maximum sales charge of 5.5%, the cumulative total return for
the Capital Appreciation Portfolio's Class A shares was ______% for that period.
For the period from December 2, 1994 (inception) to September 30,
1995, the cumulative total return for the Capital Appreciation Portfolio's Class
C shares was ______%, which takes into account 12b-1 fees at the maximum level
of 0.90%.
For the period from December 2, 1994 (inception) to September 30,
1995, the cumulative total return for the Aggressive Growth Portfolio's Class A
shares was ____%, assuming deduction of the maximum sales charge of 5.5% and
taking into account 12b-1 fees at the maximum level of 0.35%. Assuming no
deduction of the maximum sales charge of 5.5%, the cumulative total return for
the Aggressive Growth Portfolio's Class A shares was ____% for that period.
For the period from December 2, 1994 (inception) to September 30,
1995, the cumulative total return for the Aggressive Growth Portfolio's Class C
shares was ____%, which takes into account 12b-1 fees at the maximum level of
0.90%.
For the period from December 2, 1994 (inception) to March 31, 1995,
the cumulative total return for the Balanced Portfolio's Class A shares was
- -1.42%, assuming deduction of the maximum sales charge of 5.5% and taking into
account 12b-1 fees at the maximum level of 0.35%. Assuming no deduction of the
maximum sales charge of 5.5%, the cumulative total return for the Equity-Income
Portfolio's Class A shares was ____% for that period.
For the period from December 2, 1994 (inception) to September 30,
1995, the cumulative total return for the Equity-Income Portfolio's Class C
shares was____%, which takes into account 12b-1 fees at the maximum level of
0.90%.
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The current yield for a particular class of shares of the Flexible
Income Portfolio, the Tax-Exempt Portfolio, the Income Plus Portfolio, Balanced
Portfolio or the Equity-Income Portfolio is computed in accordance with a
standardized method prescribed by rules of the Securities and Exchange
Commission. The yield is computed by dividing the Portfolio's investment income
per share earned during a particular 30-day base period (including dividends, if
any and interest earned, minus expenses (excluding reductions for affiliated
brokerage and custody earnings credits) accrued during the period) by the
maximum offering price per share on the last day of the base period and then
annualizing the result. The current yield for the Class A and Class C shares of
the Flexible Income Portfolio for the 30-day period ended September 30, 1995 was
____% and ____%, respectively. The current yield for the Class A and Class C
shares of the Tax-Exempt Portfolio for the 30-day period ended September 30,
1995 was ____% and ____%, respectively. The current yield for the Class A and
Class C shares of the Income Plus Portfolio for the 30-day period ended
September 30, 1995 was ____% and ____%, respectively. The current yield for the
Class A and Class C shares of the Balanced Portfolio for the 30-day period ended
September 30, 1995 was ____% and ____%, respectively. The current yield for the
Class A and Class C shares of the Equity-Income Portfolio for the 30-day period
ended September 30, 1995 was ____% and _____%, respectively.
The tax equivalent yield of the Tax-Exempt Portfolio is computed by
dividing that portion of the yield (as computed above) which is tax-exempt by
one minus an assumed tax rate of 28% and adding the product to that portion, if
any, of the Portfolio's yield that is not tax-exempt. The tax equivalent yield
of the Tax-Exempt Portfolio's Class A and Class C shares based on a 30-day
period ended September 30, 1995 was ____% and _____%, respectively.
As stated in the Prospectus, from time to time in advertisements or
sales material, a Portfolio may present and discuss its performance rankings
and/or ratings or other information as published by recognized mutual fund
statistical services or by publications of general interest such as THE WALL
STREET JOURNAL, THE BOSTON GLOBE, THE NEW YORK TIMES, THE LOS ANGELES TIMES,
CHRISTIAN SCIENCE MONITOR, USA TODAY, THE TAMPA TRIBUNE, THE ST. PETERSBURG
TIMES, FINANCIAL TIMES, THE HARTFORD CURRENT, INTERNATIONAL HERALD TRIBUNE,
INVESTOR'S BUSINESS DAILY, THE BOSTON HERALD, THE WASHINGTON POST, KIPLINGER'S
WASHINGTON LETTER, KIPLINGER'S TAX REPORT, KIPLINGER'S PERSONAL FINANCE
MAGAZINE, BARRON'S, BUSINESS WEEK, FINANCIAL SERVICES WEEK, NATIONAL
UNDERWRITER, TIME, NEWSWEEK, PENSIONS & INVESTMENTS, U.S. NEWS AND WORLD REPORT,
MORNINGSTAR MUTUAL FUND VALUES, THE ECONOMIST, BANK LETTER, BOSTON BUSINESS
JOURNAL, RESEARCH RECOMMENDATIONS, FACS OF THE WEEK, MONEY, MODERN MATURITY,
FORBES, FORTUNE, FINANCIAL PLANNER, AMERICAN BANKER, U.S. BANKER, ABA BANKING
JOURNAL, INSTITUTIONAL INVESTOR (U.S./EUROPE), REGISTERED REPRESENTATIVE,
INDEPENDENT AGENT, AMERICAN DEMOGRAPHICS, TRUSTS & ESTATES, CREDIT UNION
MANAGEMENT, PERSONAL INVESTOR, NEW ENGLAND BUSINESS, BUSINESS MONTH, GENTLEMEN'S
QUARTERLY, EMPLOYEE RESEARCH REPORT, EMPLOYEE BENEFIT PLAN REVIEW, ICI MUTUAL
FUND NEWS, SUCCEED, JOHNSON CHARTS, WEISENBERGER INVESTMENT COMPANIES SERVICE
and MUTUAL FUND QUARTERLY. A Portfolio may also advertise non-standardized
performance information which is for periods in addition to those required to be
presented, or which provides actual year-by-year return, or any combination
thereof, or both. For Class A and Class B shares, non-standardized performance
may also be that which does not reflect deduction of the maximum sales charge
applicable to Class A shares or the contingent deferred sales charge applicable
to Class B shares. In addition, a Portfolio may, as appropriate, compare its
performance to that of other types of investments such as certificates of
deposit, savings accounts and U.S. Treasuries, or to certain interest rate and
inflation indices, such as the Consumer Price Index. A Portfolio may also
advertise various methods of investing including, among others, dollar cost
averaging, and may use compounding illustrations to show the results of such
investment methods. The Fund or the Distributor may also from time to time in
advertisements or sales material present tables or other information comparing
tax-exempt yields to the equivalent taxable yields, whether with specific
reference to the Tax-Exempt Portfolio or otherwise.
FINANCIAL STATEMENTS
Audited Financial Statements for IDEX II Growth Portfolio, IDEX II
Global Portfolio, IDEX II Flexible Income Portfolio (successor of IDEX Total
Income Trust), IDEX II Tax-Exempt Portfolio, IDEX II Income Plus Portfolio
(formerly known as IDEX II High Yield Portfolio), IDEX II Balanced Portfolio,
IDEX II Capital Appreciation Portfolio, IDEX II Aggressive Growth Portfolio and
IDEX II Equity-Income Portfolio for the fiscal year ended September 30, 1995 are
to be filed by amendment. No financial information exists for IDEX II Tactical
Asset Allocation Portfolio or IDEX II C.A.S.E. Portfolio for the fiscal year
ended September 30, 1995, as those Portfolios had not commenced operations as of
that date.
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APPENDIX A
CERTAIN SECURITIES IN WHICH THE PORTFOLIOS MAY INVEST
I. MUNICIPAL OBLIGATIONS IN WHICH THE TAX-EXEMPT PORTFOLIO MAY INVEST
A. Municipal Bonds
GENERAL INFORMATION. Municipal Bonds are debt obligations issued to
obtain funds for various public purposes, including the construction of a wide
range of public facilities such as airports, highways, bridges, schools,
hospitals, housing, mass transportation, streets and water and sewer works, and
that pay interest that is exempt from federal income tax in the opinion of
issuer's counsel. Other public purposes for which Municipal Bonds may be issued
include the refunding of outstanding obligations, obtaining funds for general
expenses and obtaining funds to lend to other public institutions and
facilities.
The two principal classifications of Municipal Bonds are "general
obligation" bonds and "revenue" or "special tax" bonds. General obligation bonds
are secured by the issuer's pledge of its full faith, credit and taxing power
for the payment of principal and interest. Revenue or special tax bonds are
payable only from the revenues derived from a particular facility or class of
facilities or project or, in some cases, from the proceeds of a special excise
tax or other specific revenue source, but are not supported by the issuer's
power to levy general taxes. Most industrial development bonds are in this
category.
There are, of course, variations in the security of Municipal bonds,
both within a particular classification and between classifications, depending
on numerous factors. The yields of Municipal Bonds depend, among other things,
upon general money market conditions, general conditions of the Municipal Bond
market, size of a particular offering, the maturity of the obligations and
rating of the issue.
INDUSTRIAL DEVELOPMENT BONDS AND PRIVATE ACTIVITY BONDS. Industrial
development bonds ("IDBs") and private activity bonds ("PABs") are issued by or
on behalf of public authorities to finance various privately operated
facilities, such as airports or pollution control facilities. PABs generally are
such bonds issued after August 15, 1986. These obligations are included within
the term "municipal bonds" if the interest paid thereon is exempt from federal
income tax in the opinion of the bond counsel. IDBs and PABs are in most cases
revenue bonds and thus are not payable from the unrestricted revenues of the
issuer. The credit quality of IDBs and PABs is usually directly related to the
credit standing of the user of the facilities being financed.
PURCHASES ON "WHEN-ISSUED" OR "DELAYED DELIVERY" BASIS. Sometimes the
Tax-Exempt Portfolio may buy Municipal Bonds on a "when-issued" or "delayed
delivery" basis. This means that when it agrees to buy, the terms of the Bonds
and the price it will pay are fixed, but it does not purchase and take delivery
of the Bonds until a later date (the "settlement date"), which is usually within
one month. The Tax-Exempt Portfolio pays no money and receives no interest
before the settlement date. The commitment to purchase securities on a
when-issued or delayed delivery basis involves the risk that the market value of
such securities may fall below cost prior to the settlement date. While the
Tax-Exempt Portfolio may sell the Municipal Bonds before the settlement date, it
will ordinarily do so only for investment management reasons. Ordinarily, the
Tax-Exempt Portfolio purchases Municipal Bonds that it has agreed to buy on a
when-issued or delayed delivery basis. Gains or losses on sales prior to the
settlement date are not tax-exempt.
A Municipal Bond purchased on a when-issued or delayed delivery basis
is recorded as an asset on the commitment date. The Tax-Exempt Portfolio will
direct the Fund's custodian to segregate cash, U.S. Government securities or
other appropriate high-grade debt obligations owned by the Portfolio that are at
least equal in value to the amount the Tax-Exempt Portfolio will have to pay on
the settlement date. If necessary, additional assets will be placed in the
account daily so that the value of the account will at least equal the
Portfolio's purchase commitment.
B. Municipal Notes
The Tax-Exempt Portfolio may invest in the following types of Municipal
Notes, subject to the quality requirements described in the Prospectus:
PROJECT NOTES. Project notes ("PNs") are issued on behalf of local
authorities at auctions conducted by the United States Department of Housing and
Urban Development to raise funds for federally sponsored urban renewal,
neighborhood development and housing programs. PNs are backed by the full faith
and credit of the Federal government through agreements with the local authority
which provide that, if required, the Federal government will lend the issuer an
amount equal to the principal of and interest on the PNs. Ordinarily, PNs are
repaid by rolling over the notes or from the proceeds of new bonds or other
securities which are issued to provide permanent financing.
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BOND ANTICIPATION NOTES. Bond anticipation notes ("BANs") are usually
general obligations of state and local governmental issuers which are sold to
obtain interim financing for projects that will eventually be funded through the
sale of long-term debt obligations or bonds. The ability of an issuer to meet
its obligations on its BANs is primarily dependent on the issuer's access to the
long-term municipal bond market and the likelihood that the proceeds of such
bond sales will be used to pay the principal and interest on the BANs.
TAX ANTICIPATION NOTES. Tax anticipation notes ("TANs") are issued by
state and local governments to finance their current operations. Repayment is
generally to be derived from specific future tax revenues. TANs are usually
general obligations of the issuer. A weakness in an issuer's capacity to raise
taxes due to, among other things, a decline in its tax base or a rise in
delinquencies, could adversely affect the issuer's ability to meet its
obligations on outstanding TANs.
REVENUE ANTICIPATION NOTES. Revenue anticipation notes ("RANs") are
issued by governments or governmental bodies with the expectation that future
revenues from a designated source will be used to repay the notes. In general,
they also constitute general obligations of the issuer. A decline in the receipt
of projected revenues, such as anticipated revenues from another level of
government, could adversely affect an issuer's ability to meet its obligations
on outstanding RANs. In addition, the possibility that the revenues would, when
received, be used to meet other obligations could affect the ability of the
issuer to pay the principal and interest on RANs.
CONSTRUCTION LOAN NOTES. Construction loan notes are issued to provide
construction financing for specific projects. Frequently, these notes are
redeemed with funds obtained from the Federal Housing Administration.
BANK NOTES. Bank notes are notes issued by local governmental bodies
and agencies as those described above to commercial banks as evidence of
borrowings. Banks on occasion sell such notes to purchasers such as the
Tax-Exempt Portfolio. The purposes for which the notes are issued vary, but bank
notes are frequently issued to meet short-term working-capital or
capital-project needs. These notes typically are redeemed with revenue from
taxes or from long-term financing proceeds, and may have risks similar to the
risks associated with TANs and RANs.
C. Municipal Commercial Paper
Municipal Commercial Paper (also called "short-term discount notes")
represents short-term obligations of state and local governments and their
agencies issued typically to meet seasonal working capital or interim
construction financing requirements. Municipal Commercial Paper is often issued
at a discount, with shorter maturities than Municipal Notes. Such obligations
are repayable from general revenues of the issuer or refinanced with long-term
debt. In most cases, Municipal Commercial Paper is backed by letters of credit,
lending or note repurchase agreements, or other credit facility agreements
offered by banks or other institutions.
While the various types of Municipal Notes and Municipal Commercial
Paper described above as a group represent the major portion of the tax-exempt
note market, other types of notes are occasionally available in the marketplace
and the Tax-Exempt Portfolio may invest in such other types of notes to the
extent permitted under its investment objective and policies. Such short-term
obligations may be issued for different purposes and with different security
than those mentioned above.
D. Floating Rate and Variable Rate Obligations
The Tax-Exempt Portfolio may purchase floating rate and variable rate
obligations, including participation interests therein (see section E below).
Investments in floating or variable rate securities normally will include IDBs
which provide that the rate of interest is set as a specific percentage of a
designated base rate, such as the rate on Treasury Bonds or Bills or the prime
rate at a major commercial bank, and that the Portfolio can demand payment of
the obligation on short notice at par value plus accrued interest. Variable rate
securities provide for a specified periodic adjustment in the interest rate,
while floating rate securities have flexible rates that change whenever there is
a change in the designated base interest rate. Frequently, such securities are
secured by letters of credit or other credit support arrangements provided by
banks. The quality of the underlying creditor (i.e., the corporation utilizing
the IDBs financing) or the bank, as the case may be, must be equivalent to the
Municipal Obligation ratings required for purchases for the Tax-Exempt
Portfolio.
E. Participation Interests
The Tax-Exempt Portfolio may invest in participation interests
purchased from banks in variable rate tax-exempt securities (such as IDBs) owned
by the banks. A participation interest gives the purchaser an undivided interest
in the tax-exempt security in the proportion that the Portfolio's participation
interest bears to the total principal amount of the tax-exempt security, and
permits demand repurchase as described in section D above. Participations are
frequently backed by an irrevocable letter of credit or guarantee of the bank
offering the participation which the sub-adviser, under the supervision of the
Board of Trustees, has determined meets the prescribed quality standards for the
Tax-Exempt Portfolio. The Portfolio has the right to sell the instrument back to
the bank and draw on the letter of credit on 7 days' notice for all or any part
of the Portfolio's participation interest in the tax-exempt security, plus
accrued interest. The Portfolio intends to exercise its demand rights under the
letter of credit only (1) upon a default under the terms of the tax-exempt
security, (2) as needed to provide liquidity in order to meet redemptions, or
(3) upon a drop in the rating or the sub-adviser's evaluation of the
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underlying security. Banks charge a service and letter of credit fee and a fee
for issuing repurchase commitments in an amount equal to the excess of the
interest paid on the tax-exempt securities over the yield negotiated between the
Portfolio and the bank at which the instruments were purchased by the Tax-Exempt
Portfolio. The sub-adviser will monitor the pricing, quality and liquidity of
the variable rate demand instruments held by the Tax-Exempt Portfolio, including
the IDBs supported by bank letters of credit or guarantee, on the basis of
published financial information, reports or rating agencies and other bank
analytical services. Participation interests will be purchased only if, in the
opinion of counsel, interest income on such interest will be tax-exempt when
distributed as dividends to shareholders.
Obligations of issuers of Municipal Bonds, Municipal Notes and
Municipal Commercial Paper are subject to the provisions of bankruptcy,
insolvency and other laws affecting the rights and remedies of creditors, such
as the Federal Bankruptcy Act, and laws, if any, which may be enacted by
Congress or state legislatures extending the time for payment of principal or
interest, or imposing other constraints upon enforcement of such obligations or
upon municipalities' power to levy taxes. There is also the possibility that
litigation or other conditions may materially affect the power or ability of an
issuer to pay, when due, the principal of and interest on its Municipal
Obligations.
II. OBLIGATIONS IN WHICH EACH PORTFOLIO MAY INVEST (UNLESS OTHERWISE NOTED)
A. U.S. Government Obligations
As described in the Prospectus, the Portfolios may invest in some or
all of the following types of direct obligations of the Federal Government,
issued by the Department of the Treasury, and backed by the full faith and
credit of the Federal Government.
TREASURY BILLS. Treasury bills are issued with maturities of up to
one year. They are issued in bearer form, are sold on a discount basis and
are payable at par value at maturity.
TREASURY NOTES. Treasury Notes are longer-term interest bearing
obligations with original maturities of one to seven years.
TREASURY BONDS. Treasury bonds are longer-term interest bearing
obligations with original maturities from 5 to 30 years.
B. Obligations of Federal Agencies, Instrumentalities and Authorities
Certain federal agencies have been established as instrumentalities of
the United States Government to supervise and finance certain types of
activities. These agencies include, but are not limited to, the Banks for
Cooperatives, Federal Land Banks, Federal Intermediate Credit Banks, Federal
Home Loan Banks ("FHLB"), Federal National Mortgage Association ("FNMA"),
Government National Mortgage Association ("GNMA"), Export-Import Bank of the
United States, and Tennessee Valley Authority ("TVA"). Issues of these agencies,
while not direct obligations of the United States Government, are either backed
by the full faith and credit of the United States (e.g., GNMA Certificates or
certain TVA Bonds) or are guaranteed by the Treasury (e.g., certain other TVA
Bonds) or supported by the issuing agencies' right to borrow from the Treasury
(e.g., FHLB and FNMA Bonds). There can be no assurance that the United States
Government itself will pay interest and principal on securities as to which it
is not legally obligated to do so.
C. Certificates of Deposit (all Portfolios) and Time Deposits (Income
Plus Portfolio only)
A time deposit is a non-negotiable interest-bearing deposit with a bank
which generally cannot be withdrawn prior to a specified maturity date without
substantial interest penalties. A certificate of deposit ("CD") is a negotiable
instrument issued by a bank against a time deposit. CDs normally can be traded
in the secondary market prior to maturity, and are thus more liquid than other
forms of time deposits. The Portfolios will only invest in U.S. dollar
denominated time deposits and CDs representing deposits in U.S. Banks with
assets of $1 billion or more, whose deposits are insured by the Federal Deposit
Insurance Corporation.
D. Commercial Paper
Commercial paper refers to short-term unsecured promissory notes issued
by commercial and industrial corporations to finance their current operations.
Commercial paper may be issued at a discount and redeemed at par, or issued at
par with interest added at maturity. The interest or discount rate depends on
general interest rates, the credit standing of the issuer, and the maturity of
the note, and generally moves in tandem with rates on large CDs and Treasury
bills. An established secondary market exists for commercial paper, particularly
that of stronger issuers which are rated by Moody's Investors Service, Inc. and
Standard and Poor's Ratings Group. Investments in commercial paper are subject
to the risks that general interest rates will rise, that the credit standing and
outside rating of the issuer will fall, or that the secondary market in the
issuer's notes will become too limited to permit their liquidation at a
reasonable price.
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E. Banker's Acceptance
A banker's acceptance is a negotiable short-term draft, generally
arising from a bank customer's commercial transaction with another party, with
payment due for the transaction on the maturity date of the customer's draft.
The draft becomes a banker's acceptance when the bank, upon fulfillment of the
obligations of the third party, accepts the draft for later payment at maturity,
thus adding the bank's guarantee of payment to its customer's own obligation. In
effect, a banker's acceptance is a post-dated certified check payable to its
bearer at maturity. Such acceptances are highly liquid, but are subject to the
risk that both the customer and the accepting bank will be unable to pay at
maturity. The Portfolios may invest in U.S. dollar denominated banker's
acceptances issued by U.S. banks, their foreign branches, and by U.S. branches
of foreign banks.
F. Repurchase Agreements for U.S. Government Securities (except
Equity-Income Portfolio)
The Portfolios may enter into repurchase agreements with banks and
dealers for securities of or guaranteed by the U.S. Government, under which the
Portfolio purchases securities and agrees to resell the securities at an agreed
upon time and at an agreed upon price. The difference between the amount the
Portfolio pays for the securities and the amount it receives upon resale is
accrued as interest and reflected in the Portfolio's net investment income. When
the Portfolio enters into repurchase agreements, it relies on the seller to
repurchase the securities. Failure to do so may result in a loss for the
Portfolio if the market value of the securities is less than the repurchase
price. Under the Investment Company Act of 1940, repurchase agreements may be
considered collateralized loans by the Portfolio.
At the time a Portfolio enters into a repurchase agreement, the value
of the underlying security including accrued interest will be equal to or exceed
the value of the repurchase agreement and, for repurchase agreements that mature
in more than one day, the seller will agree that the value of the underlying
security including accrued interest will continue to be at least equal to the
value of the repurchase agreement.
Although repurchase agreements carry certain risks not associated with
direct investment in securities, the Portfolios intend to enter into repurchase
agreements only with banks and dealers in transactions which the sub-adviser
believes present minimal credit risks in accordance with guidelines adopted by
the Trustees. To the extent that proceeds from any sales of collateral upon a
default in the counterparty's obligation to repurchase were less than the
repurchase price, the Portfolio would suffer a loss. If the counterpart's
petitions for bankruptcy or otherwise becomes subject to bankruptcy or
liquidation proceedings, there might be restrictions on the Portfolio's ability
to sell the collateral and the Portfolio could suffer a loss.
III. OTHER SECURITIES IN WHICH THE PORTFOLIOS MAY INVEST
A. Corporate Debt Securities
The Portfolio may invest in corporate bonds, notes and debentures of
long and short maturities and of various grades, including unrated securities.
Corporate debt securities exist in great variety, differing from one another in
quality, maturity, and call or other provisions. Lower grade bonds, whether
rated or unrated, usually offer higher interest income, but also carry increased
risk of default. Corporate bonds may be secured or unsecured, senior to or
subordinated to other debt of the issuer, and, occasionally, may be guaranteed
by another entity. In addition, they may carry other features, such as those
described under "Convertible Securities" and "Variable or Floating Rate
Securities", or have special features such as the right of the holder to shorten
or lengthen the maturity of a given debt instrument, rights to purchase
additional securities, rights to elect from among two or more currencies in
which to receive interest or principal payments, or provisions permitting the
holder to participate in earnings of the issuer or to participate in the value
of some specified commodity, financial index, or other measure of value.
B. International Agency Obligations
The Portfolio may invest in bonds, notes or Eurobonds of international
agencies. Examples are securities issued by the Asian Development Bank, the
European Economic Community, and the European Investment Bank. The Portfolio may
also purchase obligations of the International Bank for Reconstruction and
Development which, while technically not a U.S. Government agency or
instrumentality, has the right to borrow from the participating countries,
including the United States.
C. Bank Obligations or Savings and Loan Obligations
The Portfolios may purchase certificates of deposit, bankers'
acceptances and other debt obligations of commercial banks and certificates of
deposit and other debt obligations of savings and loan associations ("S&L's").
Certificates of deposit are receipts from a bank or an S&L for funds deposited
for a specified period of time at a specified rate of return. Bankers'
acceptance are time drafts drawn on commercial banks by borrowers, usually in
connection with international commercial transactions. These instruments may be
issued by institutions of any size, may be of any maturity, and may be insured
or uninsured. The quality of bank or savings and loan obligations
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may be affected by such factors as (a) location - the strength of the local
economy will often affect financial institutions in the region, (b) asset mix -
institutions with substantial loans in a troubled industry may be weakened by
those loans, and (c) amount of equity capital -under-capitalized financial
institutions are more vulnerable when loan losses are suffered. The portfolio
manager will evaluate these and other factors affecting the quality of bank and
savings and loan obligations purchased by the Portfolio, but the Portfolio is
not restricted to obligations or institutions which satisfy specified quality
criteria.
D. Variable or Floating Rate Securities
The Portfolio may purchase variable rate securities that provide for
automatic establishment of a new interest rate at fixed intervals (e.g., daily,
monthly, semi-annually, etc.). Floating rate securities provide for automatic
adjustment of the interest rate whenever some specified interest rate index
changes. The interest rate on variable and floating rate securities is
ordinarily determined by reference to, or is a percentage of, a bank's prime
rate, the 90-day U.S. Treasury bill rate, the rate of return on commercial paper
or bank certificates of deposit, an index of short-term interest rates, or some
other objective measure.
E. Preferred Stocks (all Portfolios except the Tax-Exempt Portfolio)
Preferred stocks are securities which represent an ownership interest
in a corporation and which give the owner a prior claim over common stock on the
corporation's earnings and assets. Preferred stock generally pays quarterly
dividends. Preferred stocks may differ in many of their provisions. Among the
features that differentiate preferred stocks from one another are the dividend
rights, which may be cumulative or non-cumulative and participating or
non-participating, redemption provisions, and voting rights. Such features will
establish the income return and may affect the prospects for capital
appreciation or risks of capital loss.
F. Convertible Securities
The Portfolios may invest in debt securities convertible into or
exchangeable for equity securities, or debt securities that carry with them the
right to acquire equity securities, as evidenced by warrants attached to such
securities or acquired as part of units of the securities. Such securities
normally pay less current income than securities without conversion features,
but add the potential opportunity for appreciation from enhanced value for the
equity securities into which they are convertible, and the concomitant risk of
loss from declines in those values.
G. Common Stocks
Each Portfolio (other than the Tax-Exempt Portfolio) invests in common
stocks. The Flexible Income Portfolio will consider investment in
income-producing common stocks if the yields of common stocks generally become
competitive with the yields of other income securities. Common stocks are junior
to the debt obligations and preferred stocks of an issuer. Hence, dividend
payments on common stocks should be regarded as less secure than income payments
on corporate debt securities.
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IDEX II SERIES FUND
OTHER INFORMATION
PART C
ITEM 24 FINANCIAL STATEMENTS AND EXHIBITS
List all financial statements and exhibits filed as part of the
Registration Statement.
(a) Financial Statements:
(1) Audited financial statements of IDEX II Growth,
Global, Flexible Income, Tax-Exempt Income Plus,
Balanced, Capital Appreciation, Aggressive Growth
and Equity-Income Portfolios for the fiscal year
ended September 30, 1995 included in the IDEX II
Series Fund's 1995 Annual Report to Shareholders
will be incorporated by reference into the
Statement of Additional Information. No financial
information exists for the IDEX II Tactical Asset
Allocation and C.A.S.E. Portfolios for the fiscal
year ended September 30, 1995, as those Portfolios
had not commenced operations at that time.
(2) Financial Highlights of IDEX II Aggressive Growth
Portfolio, IDEX II Capital Appreciation Portfolio,
IDEX II Global Portfolio, IDEX II Growth Portfolio,
IDEX II Equity-Income Portfolio, IDEX II Balanced
Portfolio, IDEX II Flexible Income Portfolio, IDEX
II Income Plus Portfolio and IDEX II Tax-Exempt
Portfolio will be subsequently filed to be included
on pages 4-7 of the Prospectus.
(b) Exhibits:
Exhibit 1 Restatement of Declaration of Trust1
Exhibit 2 Bylaws, as amended2
Exhibit 3 Not Applicable
Exhibit 4 Specimen Share Certificate:
(a) Class A Shares
(1) IDEX II Aggressive Growth Portfolio3
(2) IDEX II Capital Appreciation Portfolio3
(3) IDEX II Global Portfolio2
(4) IDEX II Growth Portfolio2
(5) IDEX II C.A.S.E. Portfolio
(6) IDEX II Equity-Income Portfolio3
(7) IDEX II Tactical Asset Allocation Portfolio4
(8) IDEX II Balanced Portfolio3
- --------
1 Filed previously with Post-Effective Amendment No. 17 to
Registration Statement filed on January 1, 1995.
2 Filed previously with Post-Effective Amendment No. 15 to
Registration Statement filed on December 3, 1993.
3 Filed previously with Post-Effective Amendment No. 16 to
Registration Statement filed on October 3, 1994.
4 Filed previously with Post-Effective Amendment No. 18 to
Registration Statement filed on June 30, 1995.
C1
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(9) IDEX II Flexible Income Portfolio5
(10) IDEX II Income Plus Portfolio2
(11) IDEX II Tax Exempt Portfolio2
(b) Class B Shares
(1) IDEX II Aggressive Growth Portfolio4
(2) IDEX II Capital Appreciation Portfolio4
(3) IDEX II Global Portfolio4
(4) IDEX II Growth Portfolio4
(5) IDEX II C.A.S.E. Portfolio
(6) IDEX II Equity-Income Portfolio4
(7) IDEX II Tactical Asset Allocation Portfolio4
(8) IDEX II Balanced Portfolio4
(9) IDEX II Flexible Income Portfolio4
(10) IDEX II Income Plus Portfolio4
(11) IDEX II Tax Exempt Portfolio4
(c) Class C Shares
(1) IDEX II Aggressive Growth Portfolio3
(2) IDEX II Capital Appreciation Portfolio3
(3) IDEX II Global Portfolio2
(4) IDEX II Growth Portfolio2
(5) IDEX II C.A.S.E. Portfolio
(6) IDEX II Equity-Income Portfolio3
(7) IDEX II Tactical Asset Allocation Portfolio4
(8) IDEX II Balanced Portfolio3
(9) IDEX II Flexible Income Portfolio5
(10) IDEX II Income Plus Portfolio2
(11) IDEX II Tax Exempt Portfolio2
Exhibit 5 (a) Management and Investment Advisory Agreement
(1) IDEX II Aggressive Growth Portfolio1
(2) IDEX II Capital Appreciation Portfolio1
(3) IDEX II Global Portfolio6
(4) IDEX II Growth Portfolio7
(5) IDEX II C.A.S.E. Portfolio
(6) IDEX II Equity-Income Portfolio1
(7) IDEX II Tactical Asset Allocation
Portfolio4
(8) IDEX II Balanced Portfolio1
(9) IDEX II Flexible Income Portfolio5
(10) IDEX II Income Plus Portfolio8
(11) IDEX II Tax-Exempt Portfolio8
- --------
5 Filed previously with Post-Effective Amendment No. 13 to
Registration Statement filed on July 26, 1993.
6 Filed previously with Post-Effective Amendment No. 9 to
Registration Statement filed on July 29, 1992.
7 Filed previously with Post-Effective Amendment No. 6 to
Registration Statement filed on November 18, 1991.
8 Filed previously with Registration Statement filed on
Form N-14 filed on April 20, 1992.
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(b) Investment Counsel Agreement
(1) IDEX II Aggressive Growth Portfolio1
(2) IDEX II Capital Appreciation
Portfolio1
(3) IDEX II Global Portfolio6
(4) IDEX II Growth Portfolio7
(5) IDEX II C.A.S.E. Portfolio
(6) IDEX II Equity-Income Portfolio1
(7) IDEX II Tactical Asset Allocation
Portfolio4
(8) IDEX II Balanced Portfolio1
(9) IDEX II Flexible Income Portfolio5
(10) IDEX II Income Plus Portfolio8
(11) IDEX II Tax-Exempt Portfolio8
(c) Administrative Services Agreement
(1) IDEX II Capital Appreciation
Portfolio1
(2) IDEX II Global Portfolio6
(3) IDEX II Growth Portfolio7
(4) IDEX II Balanced Portfolio1
(5) IDEX II Flexible Income Portfolio5
Exhibit 6 (a) Underwriting Agreement
(b) Dealer's Sales Agreement
(c) Service Agreement
(d) Wholesaler's Agreement
Exhibit 7 Trustees/Directors Deferred Compensation
Plan
Exhibit 8 Custody Agreement9
Exhibit 9 Transfer Agency Agreement with Idex
Investor Services, Inc.
Exhibit 10 Opinion of Counsel (to be filed by
amendment)
Exhibit 11 (a) Consent of Accountants (to be filed
by amendment)
(b) Consent of Sutherland Asbill &
Brennan (to be filed by amendment)
Exhibit 12 Not Applicable
Exhibit 13 Investment Letter from Sole Shareholder9
Exhibit 14 (a) Model Individual Retirement Plan1
(b) Prototype Money Purchase Pension and
Profit Sharing Plan10
(c) Model Section 403(b)(7) Plan1
(d) Model 401(k) Plan6
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9 Filed previously with Pre-Effective Amendment No. 1 to Registration Statement
filed on March 7, 1986.
10 Filed previously with Post-Effective Amendment No. 5 to Registration
Statement filed on February 1, 1991.
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Exhibit 15 (a) Plan of Distribution under Rule 12b-1
- Class A Shares
(1) IDEX II Aggressive Growth Portfolio1
(2) IDEX II Capital Appreciation
Portfolio1
(3) IDEX II Global Portfolio11
(4) IDEX II Growth Portfolio11
(5) IDEX II C.A.S.E. Portfolio
(6) IDEX II Equity-Income Portfolio1
(7) IDEX II Tactical Asset Allocation
Portfolio4
(8) IDEX II Balanced Portfolio1
(9) IDEX II Flexible Income Portfolio5
(10) IDEX II Income Plus Portfolio12
(11) IDEX II Tax-Exempt Portfolio12
(b) Plan of Distribution under Rule 12b-1 -
Class B Shares
(1) IDEX II Aggressive Growth Portfolio4
(2) IDEX II Capital Appreciation
Portfolio4
(3) IDEX II Global Portfolio4
(4) IDEX II Growth Portfolio4
(5) IDEX II C.A.S.E. Portfolio
(6) IDEX II Equity-Income Portfolio4
(7) IDEX II Tactical Asset Allocation
Portfolio4
(8) IDEX II Balanced Portfolio4
(9) IDEX II Flexible Income Portfolio4
(10) IDEX II Income Plus Portfolio4
(11) IDEX II Tax Exempt Portfolio4
(c) Plan of Distribution under Rule 12b-1 -
Class C Shares
(1) IDEX II Aggressive Growth Portfolio1
(2) IDEX II Capital Appreciation
Portfolio1
(3) IDEX II Global Portfolio12
(4) IDEX II Growth Portfolio12
(5) IDEX II C.A.S.E. Portfolio
(6) IDEX II Equity-Income Portfolio1
(7) IDEX II Tactical Asset Allocation
Portfolio4
(8) IDEX II Balanced Portfolio1
(9) IDEX II Flexible Income Portfolio5
(10) IDEX II Income Plus Portfolio12
(11) IDEX II Tax-Exempt Portfolio12
Exhibit 16 (a) Computation of Performance
Class A Shares
(1) IDEX II Aggressive Growth Portfolio4
(2) IDEX II Capital Appreciation
Portfolio4
(3) IDEX II Global Portfolio2
(4) IDEX II Growth Portfolio11
(5) IDEX II Equity-Income Portfolio4
(6) IDEX II Balanced Portfolio4
- --------
11 Filed previously with Post-Effective Amendment No. 14 to Registration
Statement filed on August 2, 1993.
12 Filed previously with Post-Effective Amendment No. 7 to Registration
Statement filed on January 17, 1992.
C4
<PAGE>
(7) IDEX II Flexible Income Portfolio3
(8) IDEX II Income Plus Portfolio7
(9) IDEX II Tax-Exempt Portfolio7
(b) Computation of Performance Quotation
Class C Shares
(1) IDEX II Aggressive Growth Portfolio4
(2) IDEX II Capital Appreciation
Portfolio4
(3) IDEX II Global Portfolio1
(4) IDEX II Growth Portfolio1
(5) IDEX II Equity-Income Portfolio4
(6) IDEX II Balanced Portfolio4
(7) IDEX II Flexible Income Portfolio1
(8) IDEX II Income Plus Portfolio1
(9) IDEX II Tax-Exempt Portfolio1
Exhibit 17 Financial Data Schedule (to be filed by
amendment)
Exhibit 18 Multiple Class Plan4
Exhibit 19 Powers of Attorney4
Item 25 Persons Controlled by or under Common Control with Registrant
To the knowledge of the Registrant, IDEX II Aggressive Growth, Capital
Appreciation, Global, Growth, C.A.S.E., Equity-Income, Tactical Asset
Allocation, Balanced, Flexible Income, Income Plus and Tax-Exempt Portfolios are
not controlled by or under common control with any other person. The Registrant
has no subsidiaries.
ITEM 26 NUMBER OF HOLDERS OF SECURITIES
The number of record holders of shares of beneficial interest of the
Registrant as of November 1, 1995, was as follows:
<TABLE>
<CAPTION>
TITLE OF CLASS A SHARES NUMBER OF RECORD HOLDERS
----------------------- ------------------------
<S> <C>
Shares of Beneficial Interest
IDEX II Aggressive Growth Portfolio 2,874
IDEX II Capital Appreciation Portfolio 957
IDEX II Global Portfolio 11,495
IDEX II Growth Portfolio 61,005
IDEX II C.A.S.E. Portfolio 0
IDEX II Equity-Income Portfolio 606
IDEX II Tactical Asset Allocation Portfolio 34
IDEX II Balanced Portfolio 343
IDEX II Flexible Income Portfolio 1,514
IDEX II Income Plus Portfolio 3,875
IDEX II Tax-Exempt Portfolio 1,112
<CAPTION>
TITLE OF CLASS B SHARES NUMBER OF RECORD HOLDERS
----------------------- ------------------------
<S> <C>
Shares of Beneficial Interest
IDEX II Aggressive Growth Portfolio 15
IDEX II Capital Appreciation Portfolio 12
IDEX II Global Portfolio 8
C5
<PAGE>
IDEX II Growth Portfolio 21
IDEX II C.A.S.E. Portfolio 0
IDEX II Equity-Income Portfolio 8
IDEX II Tactical Asset Allocation Portfolio 6
IDEX II Balanced Portfolio 4
IDEX II Flexible Income Portfolio 4
IDEX II Income Plus Portfolio 6
IDEX II Tax-Exempt Portfolio 3
<CAPTION>
TITLE OF CLASS C SHARES NUMBER OF RECORD HOLDERS
----------------------- ------------------------
<S> <C>
Shares of Beneficial Interest
IDEX II Aggressive Growth Portfolio 362
IDEX II Capital Appreciation Portfolio 160
IDEX II Global Portfolio 1250
IDEX II Growth Portfolio 1599
IDEX II C.A.S.E. Portfolio 0
IDEX II Equity-Income Portfolio 94
IDEX II Tactical Asset Allocation Portfolio 9
IDEX II Balanced Portfolio 124
IDEX II Flexible Income Portfolio 130
IDEX II Income Plus Portfolio 274
IDEX II Tax-Exempt Portfolio 87
</TABLE>
ITEM 27 INDEMNIFICATION
Provisions relating to indemnification of the Registrant's Trustees and
employees are included in Registrant's Restatement of Declaration of Trust and
Bylaws which are incorporated herein by reference.
ITEM 28 BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISERS
(a). IDEX II Growth Portfolio, IDEX II Global Portfolio, IDEX II Flexible
Income Portfolio, IDEX II Balanced Portfolio and IDEX II Capital Appreciation
Portfolio
The only business of Idex Management, Inc. is to serve as the
investment adviser of IDEX Fund; IDEX II Growth Portfolio, IDEX II Global
Portfolio, IDEX II Flexible Income Portfolio, IDEX II Balanced Portfolio and
IDEX II Capital Appreciation Portfolio of IDEX II Series Fund; and IDEX Fund 3.
Janus Capital Corporation ("Janus Capital") serves as sub-adviser to
certain portfolios and mutual funds in the IDEX Group of Funds and as investment
adviser to each portfolio of Janus Investment Fund and Janus Aspen Series and as
adviser or sub-adviser to several other mutual funds and private and retirement
accounts. Janus Capital also serves as sub-adviser to certain portfolios of the
WRL Series Fund, Inc. Thomas H. Bailey, Chairman and President of Janus Capital
and Chairman of the Board of Directors of Idex Management, Inc., has no
business, profession, vocation or employment of a substantial nature other than
his positions with Idex Management, Inc., Janus Investment Fund, Janus Aspen
Series and Janus Capital. Steven R. Goodbarn, Vice President of Finance,
Treasurer and Chief Financial Officer of Janus Capital, Treasurer and Chief
Financial Officer of Janus Investment Fund and Janus Aspen Series and Director
of Idex Management, Inc., has no substantial business, profession, vocation or
employment other than his positions with Janus Capital, Janus Investment Fund,
Janus Aspen Series and Idex Management, Inc. James P. Craig, James P. Goff,
Scott W. Schoelzel, Ronald V. Speaker and Helen Y. Hayes are Vice Presidents of
Janus Capital, and have no substantial business, profession, vocation or
employment other than their positions with Janus Capital, Janus Investment Fund
and Janus Aspen Series. David C. Tucker is Vice President, Secretary and General
Counsel of Janus Capital, and Vice President and General Counsel of Janus
Investment Fund and Janus Aspen Series; he has no substantial business,
profession, vocation or employment other than his positions with Janus Capital,
Janus Investment Fund and Janus Aspen
C6
<PAGE>
Series. Michael N. Stolper, a director of Janus Capital, is President of Stolper
& Company, Inc., 525 "B" Street, Suite 1080, San Diego, CA 92101, an investment
performance consultant. Michael E. Herman, a director of Janus Capital, is
Chairman of the Finance Committee of Ewing Marion Kauffman Foundation, 4900 Oak,
Kansas City, MO 64112. Thomas A. McDonnell, a director of Janus Capital, is
President, Chief Executive Officer and a director of DST Systems, Inc., 1004
Baltimore Avenue, Kansas City, MO 64105, a provider of data processing and
recordkeeping services for various mutual funds (including the IDEX Funds), and
Executive Vice President and a director of Kansas City Southern Industries,
Inc., 114 W. 11th Street, Kansas City, MO, 64105, a publicly traded holding
company whose primary subsidiaries are engaged in transportation, information
processing and financial services. The only business, professions, vocations or
employments of a substantial nature of Messrs. Kenney, Hurley, Moriarty, Geiger,
Franz and Ms. Ferrell, the remaining officers and directors of Idex Management,
Inc., are described under "Trustees and Officers" in the Statement of Additional
Information included in this Registration Statement.
(b). IDEX II Tax-Exempt Portfolio, IDEX II Income Plus Portfolio, IDEX II
Aggressive Growth Portfolio, IDEX II Equity-Income Portfolio, IDEX II
Tactical Asset Allocation Portfolio and IDEX II C.A.S.E. Portfolio.
InterSecurities, Inc. ("ISI") serves as investment adviser to IDEX II
Tax-Exempt Portfolio, IDEX II Income Plus Portfolio, IDEX II Aggressive Growth
Portfolio, IDEX II Equity-Income Portfolio, IDEX II Tactical Asset Allocation
Portfolio and IDEX II C.A.S.E. Portfolio, and serves as principal underwriter to
the Fund, IDEX Fund and IDEX Fund 3. ISI is also a registered broker-dealer
engaged in the retail brokerage of securities. The only business, professions,
vocations or employments of a substantial nature of Messrs. Kenney, Hurley,
Moriarty, Geiger and Franz, officers and directors of ISI, are described under
"Trustees and Officers" in the Statement of Additional Information included in
this Registration Statement. In addition, the following describes the principal
occupations of other officers and directors of ISI: J. Will Paull, a Director of
ISI, is Chairman, President and Chief Executive Officer of Associated Mariner
Financial Group, 17199 N. Laurel Park Drive, Ste. 100, Livonia, MI 48152-3908, a
Financial Holding Company whose primary subsidiaries are engaged in insurance
and financial services; Donald L. Cudney is a Senior Vice President of ISI;
William G. Cummings, Vice President of ISI, is also Vice President of Associated
Mariner Financial Group; Gerald P. Kirk is a Vice President of ISI; Gordon E.
Hippner is a Vice President of ISI; Cynthia L. Remley, Vice President and
Assistant Secretary of ISI, is also Vice President of Western Reserve Life and
Assistant Secretary of Idex Investor Services, Inc.; Leslie E. Martin, a Vice
President of ISI, is also Vice President of the Fund, IDEX Fund and IDEX Fund 3;
Stanley R. Orr, Vice President of ISI, is also Vice President of Western Reserve
Life; Terry L. Garvin, Vice President of ISI, is also a Vice President of
Western Reserve Life.
AEGON USA Investment Management, Inc. ("AEGON Management"), is an Iowa
Corporation which was incorporated on April 12, 1989. AEGON Management became a
registered investment adviser on March 16, 1992 and has assumed all of the
investment advisory functions of its wholly-owned subsidiary, AEGON USA
Securities, Inc. ("AEGON Securities"). AEGON Management and AEGON Securities are
wholly-owned subsidiaries of AUSA Holding Company, which is a wholly-owned
subsidiary of AEGON USA, Inc.
AEGON Management serves as sub-adviser to IDEX II Tax-Exempt Portfolio
and IDEX II Income Plus Portfolio. Patrick E. Falconio, President, Director and
Chairman of the Board of AEGON Management, is also Executive Vice President and
Chief Investment Officer of AEGON USA, Inc.; Senior Vice President and Director
of AUSA Holding Company and Senior Vice President and Chief Investment Officer
of AUSA Life Insurance Company, Inc. Mr. Falconio is also currently an officer
and/or a director of other AEGON affiliates. Brenda K. Clancy, Director of AEGON
Management, is also Vice President and Controller of AEGON USA, Inc. Ms. Clancy
is also currently an officer and/or director of other AEGON affiliates. Craig D.
Vermie, Director of AEGON Management, is also Secretary of AUSA Life Insurance
Company, Inc. and Vice President and Corporate Counsel of AEGON USA, Inc. Mr.
Vermie is also currently an officer and/or a director of other AEGON affiliates.
Donald E. Flynn, Executive Vice President of AEGON Management is also a Vice
President of AUSA Life Insurance Company, Inc. Mr. Flynn is also currently an
officer and/or director of other AEGON affiliates. Donald W. Chamberlain, is an
Executive Vice President of AEGON Management; James D. Ross is an Executive Vice
President of AEGON Management; Ralph M. O'Brien, a Senior Vice President of
AEGON Management, is also a Vice President of AUSA Life Insurance Company, Inc.
Mr. O'Brien is also currently an officer and/or a director of other AEGON
affiliates. Clifford A. Sheets and Michael Van Meter are Senior
C7
<PAGE>
Vice Presidents of AEGON Management; David R. Halfpap is a Senior Vice
President of AEGON Management and a Vice President of AUSA Life Insurance
Company, Inc. Mr. Halfpap is also currently an officer and/or a director of
other AEGON affiliates. Robert L. Hansen is Vice President of AEGON Management
and Vice President of AUSA Life Insurance Company, Inc.; Jon D. Kettering is
Vice President and Treasurer of AEGON Management and Vice President of AUSA Life
Insurance Company, Inc.; Gregory W. Theobald, Vice President and Secretary of
AEGON Management, is also Vice President and Asst. Secretary of AUSA Life
Insurance Company, Inc. Mr. Theobald is also currently an officer and/or a
director of other AEGON affiliates. Drew E. Washburn, Kenneth M. Certain, Rachel
A. Dennis, Michael N. Meese, Frederick A. Sabetta, Steven P. Opp and Lewis O.
Funkhouser are Vice Presidents of AEGON Management. James E. Fine, Brad J.
Beman, Thomas E. Myers and Mary T. Pech are Assistant Vice Presidents of AEGON
Management.
Fred Alger Management, Inc. ("Alger Management") is a wholly-owned
subsidiary of Fred Alger & Company, Incorporated ("Alger, Inc.") which in turn
is a wholly-owned subsidiary of Alger Associates, Inc., a financial services
holding company. Alger Management is generally engaged in rendering investment
advisory services to mutual funds, institutions and, to a lesser extent,
individuals.
Fred M. Alger III serves as Chairman of the Board of Alger Associates,
Inc. ("Associates"), Alger Management, Alger, Inc., Alger Properties, Inc.
("Properties"), Alger Shareholder Services, Inc. ("Services"), Alger Life
Insurance Agency, Inc. ("Agency") and Analysts Resources, Inc. David D. Alger
serves as President and Director of Associates, Alger Management, Alger Inc.,
Properties, Services and Agency; and Executive Vice President and Director of
Analysts Resources, Inc. Gregory S. Duch serves as Executive Vice President,
Treasurer and Director of Alger Management and Properties; and Executive Vice
President and Treasurer of Associates, Alger Inc., Analysts Resources, Inc.,
Services and Agency. Nanci K. Staple serves as Secretary of Associates, Alger
Management, Alger Inc., Properties, Analysts Resources, Inc., Services and
Agency. The principal business address of each of the companies listed above,
other than Alger, Inc., is 75 Maiden Lane, New York, NY 10038. The principal
business address of Alger, Inc. is 30 Montgomery Street, Jersey City, NJ 07302.
Luther King Capital Management Corporation ("Luther King") is a
registered investment adviser providing investment management services. Luther
King also provides investment management services to individual and
institutional investors on a private basis. J. Luther King, Jr., President of
Luther King, Emmett M. Murphy, Paul W. Greenwell, Robert M. Holt, Jr., Scot C.
Hollmann, David L. Dowler, David D. May, J. Patrick Clegg, Donald R. Andrews,
Joan M. Maynard, Robert B. Crates, Scott M. Kleberg and Barbara S. Garcia,
officers of Luther King, have no substantial business, profession, vocation or
employment other than their positions with Luther King.
Dean Investment Associates ("Dean Investment"), a division of C.H.
Dean and Associates, Inc., is a registered investment adviser providing
investment management services. Dean Investment became a registered investment
adviser on March 11, 1974. C.H. Dean and Associates, Inc. was incorporated as an
Ohio corporation on March 28, 1975.
Chauncey H. Dean is the Chairman and Chief Executive Officer; Dennis
D. Dean is President; Frank H. Scott is Senior Vice President; John C. Riazzi is
Vice President and Director of Consulting Services; Robert D. Dean is Vice
President and Director of Research; Richard M. Luthman is Senior Vice President;
Darrell N. Fulton is Vice President of Information Systems. The business address
of each of the officers of Dean Investment is 2480 Kettering Tower, Dayton, OH
45423-2480.
C.A.S.E. Management, Inc. ("C.A.S.E".) is a registered investment
advisory firm and a wholly-owned subsidiary of C.A.S.E., Inc. C.A.S.E., Inc. is
indirectly controlled by William Edward Lange, President and Chief Executive
Officer of C.A.S.E. C.A.S.E. provides investment management services to
financial institutions, high net worth individuals, and other professional money
managers.
William E. Lange is the President, Chief Executive Officer and
Founder; John E.D. de la V. Browne, Senior Vice President; Robert G. Errigo,
Executive Vice President; John Gordon, Senior Vice President; Bruce H. Jordan,
Senior Vice President; and James M. LaBonte, Chief Operating Officer. Officers
of C.A.S.E. have no other business,
C8
<PAGE>
professions, vocations or employments of a substantial nature. The business
address of each of the officers is 2255 Glades Road, Suite 221-A, Boca Raton,
FL 33431.
ITEM 29 PRINCIPAL UNDERWRITER
InterSecurities, Inc.
(a) The Registrant has entered into an Underwriting Agreement with
InterSecurities, Inc. ("ISI"), whose address is P.O. Box 9053, Clearwater, FL
34618-9053, to act as the principal underwriter of Fund shares. ISI also serves
as the principal underwriter to IDEX Fund and IDEX Fund 3, each a registered
investment company within the Fund complex.
(b) Directors and Officers of Principal Underwriter
<TABLE>
<CAPTION>
NAME POSITIONS AND OFFICES WITH UNDERWRITER POSITIONS AND OFFICES WITH REGISTRANT
- ---- -------------------------------------- -------------------------------------
<S> <C> <C>
John R. Kenney Chairman and Director Chairman and Trustee
G. John Hurley President, Chief Executive Officer President, Chief Executive
and Director Officer and Trustee
J. Will Paull Director N/A
William H. Geiger Director and Secretary Vice President and Assistant
Secretary
Thomas R. Moriarty Senior Vice President Senior Vice President
Donald L. Cudney Senior Vice President N/A
Becky A. Ferrell Assistant Vice President, Counsel Assistant Vice President, Counsel
and Assistant Secretary and Secretary
Richard B. Franz II Treasurer Treasurer
Christopher G. Roetzer Assistant Vice President Assistant Vice President and
Principal Accounting Officer
Cynthia L. Remley Vice President, Counsel and N/A
Assistant Secretary
Terry L. Garvin Vice President N/A
Gordon E. Hippner Vice President N/A
Gerard P. Kirk Vice President N/A
Leslie E. Martin, III Vice President Vice President
Stanley R. Orr Vice President N/A
William G. Cummings Vice President N/A
C9
<PAGE>
Pamela C. Dils Assistant Vice President and N/A
Assistant Secretary
Kristy L. Dowd Assistant Vice President N/A
Diane Rogers Assistant Vice President N/A
Sammie Jo McClintick Assistant Vice President N/A
Ronald J. Klimas Assistant Vice President N/A
Russell W. Crooks Assistant Vice President N/A
Greg Limardi Assistant Vice President N/A
Laura Schneider Assistant Secretary N/A
Stuart Walsky Assistant Vice President N/A
</TABLE>
ITEM 30 LOCATION OF ACCOUNTS AND RECORDS
The accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act and the rules promulgated thereunder are
maintained as follows:
(a) Shareholder records are maintained by the Registrant's transfer
agent, Idex Investor Services, Inc., P. O. Box 9015, Clearwater, FL 34618-9015.
(b) All other accounting records of the Registrant are maintained at
the offices of the Registrant at 201 Highland Avenue, Largo, FL, 34640 or 33 N.
Garden Avenue, Suites 1000 & 1100, Clearwater, FL 34615, and are in the physical
possession of the officers of the Fund, or at the offices of the Custodian,
Investors Fiduciary Trust Company, 127 West 10th Street, Kansas City, MO 64105.
ITEM 31 MANAGEMENT SERVICES
The Registrant has no management-related service contract which is not
discussed in Part I of this form. See the section of the Prospectus entitled
"Investment Advisory and Other Services" for a discussion of the management and
advisory services furnished by Idex Management, Inc., Janus Capital Corporation,
InterSecurities, Inc., AEGON USA Management, Inc., Fred Alger Management, Inc.,
Luther King Capital Management Corporation, Dean Investment Associates and
C.A.S.E. Management, Inc. pursuant to the Management and Investment Advisory
Agreements, the Investment Counsel Agreements, the Administrative Services
Agreements and the Underwriting Agreement.
ITEM 32 UNDERTAKINGS
(a) Not applicable
(b) Registrant hereby undertakes to file a Post-Effective Amendment
including the financial statements of IDEX II C.A.S.E. Portfolio,
which need not be certified, within four to six months after the
effective date of this Post-Effective Amendment to the
Registration Statement.
(c) Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of its latest annual report to
shareholders, upon request and without charge.
C10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment to its Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Largo and
State of Florida, on the 13th day of November, 1995.
IDEX II Series Fund
By: /S/ G. JOHN HURLEY
---------------------------
G. John Hurley
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933 and
Investment Company Act of 1940, this Post-Effective Amendment to its
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<S> <C> <C>
/S/ JOHN R. KENNEY Chairman and Trustee November 13, 1995
- ----------------------------
John R. Kenney
/S/ G. JOHN HURLEY President and Trustee November 13, 1995
- ---------------------------- (Principal Executive
G. John Hurley Officer)
/S/ RICHARD B. FRANZ II Treasurer and November 13, 1995
- --------------------------- Principal Financial
Richard B. Franz II Officer
/S/ CHRISTOPHER G. ROETZER Assistant Vice President and November 13, 1995
- -------------------------- Principal Accounting
Christopher G. Roetzer Officer
/S/ PETER R. BROWN * Trustee November 13, 1995
- ----------------------------
Peter R. Brown *
/S/ JAMES L. CHURCHILL * Trustee November 13, 1995
- ---------------------------
James L. Churchill *
<PAGE>
/S/ CHARLES C. HARRIS * Trustee November 13, 1995
- -----------------------------
Charles C. Harris
/S/ WILLIAM W. SHORT, JR. * Trustee November 13, 1995
- ----------------------------
William W. Short, Jr. *
/S/ JACK E. ZIMMERMAN * Trustee November 13, 1995
- --------------------------
Jack E. Zimmerman *
/S/ G. JOHN HURLEY
- -------------------------
*Signed by G. John Hurley
Attorney in Fact
</TABLE>
EXHIBIT 4(a)
CLASS A SHARES OF
IDEX II
C.A.S.E. PORTFOLIO
A series of shares of
IDEX II SERIES FUND
(A MASSACHUSETTS BUSINESS TRUST)
SHARES OF BENEFICIAL INTEREST
THIS CERTIFIES that is the owner of ACCOUNT NO. ALPHA CODE
fully paid and non-assessable Class A Shares (without par value) of IDEX II
C.A.S.E. Portfolio, a series of shares (the "Series") of IDEX II Series Fund, a
Massachusetts business trust (the "Trust"), which shares are established and
designated under the Declaration of Trust dated January 7, 1986, and restated as
of August 30, 1991, as amended from time to time (the "Trust Agreement"). The
terms of the Trust Agreement, a copy of which is on file with the Secretary of
the Commonwealth of Massachusetts, are hereby incorporated by reference as fully
as if set down herein in their entirety. As provided in the Trust Agreement, the
beneficial interest in the Series has been divided into classes of Shares, and
the Shares evidenced hereby represent the beneficial interest in an undivided
proportionate part of the assets belonging to the Series subject to the
liabilities belonging to the Series and classes thereof. Such Shares have the
rights and preferences set forth in the Trust Agreement and the Trust will
furnish the holder of this certificate upon written request and without charge a
statement of such rights and preferences. THE SHARES EVIDENCED HEREBY ARE
SUBJECT TO REDEMPTION BY THE TRUST pursuant to the procedures that may be
determined by the Trustees in accordance with the Trust Agreement. This
certificate is issued by the Trustees of the Trust not individually but as
Trustees under the Trust Agreement, and represents shares of beneficial interest
in the Series and does not bind any of the Trustees, shareholders, officers,
employees or agents of the Trust personally but only the assets and property of
the Series. Subject to the provisions of the Trust Agreement, the Class A shares
represented by this certificate are transferable upon the books of the Trust by
the registered holder hereof in person or by its duly authorized attorney upon
surrender of this certificate.
Witness the facsimile signature of the President and Treasurer of the Trust and
the signature of its duly authorized agent.
VOID IF NOT COUNTERSIGNED
COUNTERSIGNED by Idex Investor Services, Inc.
P.O. Box 9015, Clearwater, FL 34618-9015
TRANSFER AGENT
BY
--------------------------------------------
AUTHORIZED SIGNATURE
PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS A SHARES OF IDEX II C.A.S.E. PORTFOLIO
A SERIES OF IDEX II SERIES FUND SHARES
NUMBER
IM
ACCOUNT NO. ALPHA CODE DEALER NO. CONFIRM NO.
TRADE DATE CONFIRM DATE BATCH ID. NO.
CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING. PLEASE PRINT THE CORRECT INFORMATION BELOW,
AND RETURN TO:
IDEX INVESTOR SERVICES, INC.
P.O. BOX 9015
CLEARWATER, FL 34618-9015
__________________________
__________________________
__________________________
TAX IDENT. OR SOC. SEC. NO.
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full,
according to the applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFTS/TRANSFERS MIN ACT - --------------- CUSTODIAN -------------------
(Cust) (Minor)
Act
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, _____________ HEREBY SELL, ASSIGN AND TRANSFER UNTO
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________ SHARES
OF THE SHARES REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY
CONSTITUTE AND APPOINT
_______________________________________________________________________________
______________________________________________________________________ ATTORNEY
TO TRANSFER THE SAID STOCK ON THE BOOKS OF THE WITHIN-NAMED ISSUER WITH FULL
POWER OF SUBSTITUTION IN THE PREMISES
DATED, ______________________
__________________________________
OWNER
__________________________________
SIGNATURE OF CO-OWNER, IF ANY
IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)
SIGNATURE(S) GUARANTEED BY:
_______________________________________________________________________________
NAME OF INSTITUTION
_______________________________________________________________________________
AUTHORIZED SIGNATURE
(GUARANTEE STAMP MUST BE INCLUDED)
<PAGE>
NOTICE THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
THIS SIGNATURE(S) MUST BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION WHO MEETS THE
STANDARDS AND PROCEDURES OF THE TRANSFER
AGENT.
EXHIBIT 4(b)
CLASS B SHARES OF
IDEX II
C.A.S.E. PORTFOLIO
A series of shares of
IDEX II SERIES FUND
(A MASSACHUSETTS BUSINESS TRUST)
SHARES OF BENEFICIAL INTEREST
THIS CERTIFIES that is the owner of ACCOUNT NO. ALPHA CODE
fully paid and non-assessable Class B Shares (without par value) of IDEX II
C.A.S.E. Portfolio, a series of shares (the "Series") of IDEX II Series Fund, a
Massachusetts business trust (the "Trust"), which shares are established and
designated under the Declaration of Trust dated January 7, 1986, and restated as
of August 30, 1991, as amended from time to time (the "Trust Agreement"). The
terms of the Trust Agreement, a copy of which is on file with the Secretary of
the Commonwealth of Massachusetts, are hereby incorporated by reference as fully
as if set down herein in their entirety. As provided in the Trust Agreement, the
beneficial interest in the Series has been divided into classes of Shares, and
the Shares evidenced hereby represent the beneficial interest in an undivided
proportionate part of the assets belonging to the Series subject to the
liabilities belonging to the Series and classes thereof. Such Shares have the
rights and preferences set forth in the Trust Agreement and the Trust will
furnish the holder of this certificate upon written request and without charge a
statement of such rights and preferences. THE SHARES EVIDENCED HEREBY ARE
SUBJECT TO REDEMPTION BY THE TRUST pursuant to the procedures that may be
determined by the Trustees in accordance with the Trust Agreement. This
certificate is issued by the Trustees of the Trust not individually but as
Trustees under the Trust Agreement, and represents shares of beneficial interest
in the Series and does not bind any of the Trustees, shareholders, officers,
employees or agents of the Trust personally but only the assets and property of
the Series. Subject to the provisions of the Trust Agreement, the Class B shares
represented by this certificate are transferable upon the books of the Trust by
the registered holder hereof in person or by its duly authorized attorney upon
surrender of this certificate.
Witness the facsimile signature of the President and Treasurer of the Trust and
the signature of its duly authorized agent.
VOID IF NOT COUNTERSIGNED
COUNTERSIGNED by Idex Investor Services, Inc.
P.O. Box 9015, Clearwater, FL 34618-9015
TRANSFER AGENT
BY
__________________________________________
AUTHORIZED SIGNATURE
PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS B SHARES OF IDEX II C.A.S.E. PORTFOLIO
A SERIES OF IDEX II SERIES FUND SHARES
NUMBER IM
ACCOUNT NO. ALPHA CODE DEALER NO. CONFIRM NO.
TRADE DATE CONFIRM DATE BATCH ID. NO.
CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING. PLEASE PRINT THE CORRECT INFORMATION BELOW, AND
RETURN TO:
IDEX INVESTOR SERVICES, INC.
P.O. BOX 9015
CLEARWATER, FL 34618-9015
__________________________
__________________________
__________________________
TAX IDENT. OR SOC. SEC. NO.
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full,
according to the applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFTS/TRANSFERS MIN ACT - --------------- CUSTODIAN -------------------
(Cust) (Minor)
Act
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, _____________ HEREBY SELL, ASSIGN AND TRANSFER UNTO
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________ SHARES
OF THE SHARES REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY
CONSTITUTE AND APPOINT
_______________________________________________________________________________
______________________________________________________________________ ATTORNEY
TO TRANSFER THE SAID STOCK ON THE BOOKS OF THE WITHIN-NAMED ISSUER WITH FULL
POWER OF SUBSTITUTION IN THE PREMISES
DATED, ______________________
__________________________________
OWNER
__________________________________
SIGNATURE OF CO-OWNER, IF ANY
IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)
SIGNATURE(S) GUARANTEED BY:
_______________________________________________________________________________
NAME OF INSTITUTION
_______________________________________________________________________________
AUTHORIZED SIGNATURE
(GUARANTEE STAMP MUST BE INCLUDED)
<PAGE>
NOTICE THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
THIS SIGNATURE(S) MUST BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION WHO MEETS THE
STANDARDS AND PROCEDURES OF THE TRANSFER
AGENT.
EXHIBIT 4(c)
CLASS C SHARES OF
IDEX II
C.A.S.E. PORTFOLIO
A series of shares of
IDEX II SERIES FUND
(A MASSACHUSETTS BUSINESS TRUST)
SHARES OF BENEFICIAL INTEREST
THIS CERTIFIES that is the owner of ACCOUNT NO. ALPHA CODE
fully paid and non-assessable Class C Shares (without par value) of IDEX II
C.A.S.E. Portfolio, a series of shares (the "Series") of IDEX II Series Fund, a
Massachusetts business trust (the "Trust"), which shares are established and
designated under the Declaration of Trust dated January 7, 1986, and restated as
of August 30, 1991, as amended from time to time (the "Trust Agreement"). The
terms of the Trust Agreement, a copy of which is on file with the Secretary of
the Commonwealth of Massachusetts, are hereby incorporated by reference as fully
as if set down herein in their entirety. As provided in the Trust Agreement, the
beneficial interest in the Series has been divided into classes of Shares, and
the Shares evidenced hereby represent the beneficial interest in an undivided
proportionate part of the assets belonging to the Series subject to the
liabilities belonging to the Series and classes thereof. Such Shares have the
rights and preferences set forth in the Trust Agreement and the Trust will
furnish the holder of this certificate upon written request and without charge a
statement of such rights and preferences. THE SHARES EVIDENCED HEREBY ARE
SUBJECT TO REDEMPTION BY THE TRUST pursuant to the procedures that may be
determined by the Trustees in accordance with the Trust Agreement. This
certificate is issued by the Trustees of the Trust not individually but as
Trustees under the Trust Agreement, and represents shares of beneficial interest
in the Series and does not bind any of the Trustees, shareholders, officers,
employees or agents of the Trust personally but only the assets and property of
the Series. Subject to the provisions of the Trust Agreement, the Class C shares
represented by this certificate are transferable upon the books of the Trust by
the registered holder hereof in person or by its duly authorized attorney upon
surrender of this certificate.
Witness the facsimile signature of the President and Treasurer of the Trust and
the signature of its duly authorized agent.
VOID IF NOT COUNTERSIGNED
COUNTERSIGNED by Idex Investor Services, Inc.
P.O. Box 9015, Clearwater, FL 34618-9015
TRANSFER AGENT
BY
__________________________________________
AUTHORIZED SIGNATURE
PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS C SHARES OF IDEX II C.A.S.E. PORTFOLIO
A SERIES OF IDEX II SERIES FUND SHARES
NUMBER IM
ACCOUNT NO. ALPHA CODE DEALER NO. CONFIRM NO.
TRADE DATE CONFIRM DATE BATCH ID.
NO.
CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING. PLEASE PRINT THE CORRECT INFORMATION BELOW, AND
RETURN TO:
IDEX INVESTOR SERVICES, INC.
P.O. BOX 9015
CLEARWATER, FL 34618-9015
__________________________
__________________________
__________________________
TAX IDENT. OR SOC. SEC. NO.
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full,
according to the applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFTS/TRANSFERS MIN ACT - --------------- CUSTODIAN -------------------
(Cust) (Minor)
Act
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, _____________ HEREBY SELL, ASSIGN AND TRANSFER UNTO
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________ SHARES
OF THE SHARES REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY
CONSTITUTE AND APPOINT
_______________________________________________________________________________
______________________________________________________________________ ATTORNEY
TO TRANSFER THE SAID STOCK ON THE BOOKS OF THE WITHIN-NAMED ISSUER WITH FULL
POWER OF SUBSTITUTION IN THE PREMISES
DATED, ______________________
__________________________________
OWNER
__________________________________
SIGNATURE OF CO-OWNER, IF ANY
IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)
SIGNATURE(S) GUARANTEED BY:
_______________________________________________________________________________
NAME OF INSTITUTION
_______________________________________________________________________________
AUTHORIZED SIGNATURE
(GUARANTEE STAMP MUST BE INCLUDED)
<PAGE>
NOTICE THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
THIS SIGNATURE(S) MUST BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION WHO MEETS THE
STANDARDS AND PROCEDURES OF THE TRANSFER
AGENT.
EXHIBIT 5(a)
IDEX II SERIES FUND
ON BEHALF OF IDEX II C.A.S.E. PORTFOLIO
MANAGEMENT AND INVESTMENT ADVISORY AGREEMENT
This Agreement, entered into as of November 15, 1995, is between
IDEX II SERIES FUND, a Massachusetts business trust (referred to herein as the
"Fund") and INTERSECURITIES, INC., a Delaware corporation (referred to herein as
"InterSecurities"), to provide certain management and investment advisory
services to a certain series of shares of beneficial interest in the Trust,
namely, IDEX II Series Fund C.A.S.E. Portfolio (the "Portfolio").
The Fund is registered as an open-end investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"), and consists of
more than one series of shares, including the Portfolio. In managing the
Portfolio, as well as in the conduct of certain of its affairs, the Fund wishes
to have the benefit of the investment advisory services of InterSecurities and
its assistance in performing certain management, administrative and promotional
functions. InterSecurities desires to furnish such services for the Portfolio
and to perform the functions assigned to it under this Agreement for the
considerations provided. Accordingly, the parties have agreed as follows:
1. APPOINTMENT. The Fund hereby appoints InterSecurities as the
Portfolio's investment adviser and administrator for the period and on the terms
set forth in this Agreement. InterSecurities accepts such appointment and agrees
to render or cause to be rendered the services set forth for the compensation
herein specified. In all matters relating to the performance of this Agreement,
InterSecurities will act in conformity with the Fund's Declaration of Trust,
Bylaws and registration statement applicable to the Portfolio and with the
instructions and direction of the Board of Trustees of the Fund, and will
conform to and comply with the 1940 Act and all other applicable federal or
state laws and regulations.
2. INVESTMENT ADVISORY SERVICES. In its capacity as investment
adviser to the Portfolio, InterSecurities shall have the following
responsibilities:
(a) to furnish continuous advice and recommendations to the Fund 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, 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;
(b) to cause the officers of InterSecurities to attend meetings and
furnish oral or written reports, as the Fund may reasonably
require, in order to keep the Trustees and appropriate officers of
the Fund fully informed as to the conditions of the investment
securities of the Portfolio, the investment recommendations of
InterSecurities, and the investment considerations which have
given rise to those recommendations; and
(c) to supervise the purchase and sale of securities as directed by
the appropriate officers of the Fund, including the selection of
brokers and dealers to execute such transactions, consistent with
paragraph 10 hereof.
-1-
<PAGE>
It is understood and agreed that InterSecurities intends to enter into
an Investment Counsel Agreement with C.A.S.E. Management, Inc. ("C.A.S.E."), a
Pennsylvania corporation, under which C.A.S.E. would furnish investment
information and advice to assist InterSecurities in carrying out its
responsibilities under this Section 2. The compensation to be paid to C.A.S.E.
for such services and the other terms and conditions under which the services
shall be rendered by C.A.S.E. shall be set forth in the Investment Counsel
Agreement; provided, however, that such Agreement shall be approved by the Board
of Trustees and by the holders of the outstanding voting securities of the
Portfolio in accordance with the requirements of Section 15 of the 1940 Act, and
shall otherwise be subject to, and contain such provisions as shall be required
by, the 1940 Act.
3. MANAGEMENT AND ADMINISTRATIVE SERVICES. InterSecurities shall
furnish and perform all administrative services, including recordkeeping,
shareholder relations, regulatory reporting and compliance, supervising and
coordinating the services of the Portfolio's custodian and transfer agent and
such other functions of the Portfolio, (other than the investment advisory
services provided for in Section 2), as the parties may agree. InterSecurities
shall also assist in the preparation of reports to shareholders of the Portfolio
and prepare sales literature promoting sale of the Portfolio shares as requested
by the Fund.
4. INTERSECURITIES EXPENSES. In addition to the expenses which
InterSecurities may incur in the performance of its services pursuant to
Sections 2 and 3 above, InterSecurities shall incur and pay the following
expenses allocable to the Portfolio's operations:
(a) Reasonable compensation, fees and related expenses of officers of
the Fund and of those Trustees of the Fund who are interested
persons (as that term is defined in Section 2(a)(19) of the 1940
Act) of InterSecurities; and
(e) Rental of offices for the Portfolio.
5. OBLIGATIONS OF FUND. The Fund shall have the following
obligations under this Agreement:
(a) to keep InterSecurities continuously and fully informed as to the
composition of the investment securities of the Portfolio and the
nature of all of its assets and liabilities from time to time;
(b) to furnish InterSecurities 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 to its shareholders or to any
governmental body or securities exchange;
(c) to furnish InterSecurities with any further materials or
information which InterSecurities may reasonably request to enable
it to perform its functions under this Agreement; and
-2-
<PAGE>
(d) to compensate InterSecurities for its services in accordance
with the provisions of Section 6 hereof.
6. COMPENSATION. The Portfolio shall pay to InterSecurities for its
services an annual fee, computed daily and paid monthly, payable on the last day
of each month during which or part of which this Agreement is in effect, equal
to 1.00% of first $750 million of the Portfolio's average daily net assets, 0.9%
of the next $250 million of the Portfolio's average daily net assets, and 0.85%
of the average daily net assets of the Portfolio in excess of $1 billion. For
the month during which this Agreement becomes effective and the month during
which it terminates, however, there shall be an appropriate proration of the fee
payable for such month based on the number of calendar days of such month during
which this Agreement is effective.
7. EXPENSES PAID BY PORTFOLIO. Subject to the provisions of Section 8,
below, and except as provided in this paragraph, nothing in this Agreement shall
be construed to impose upon InterSecurities the obligation to incur, pay, or
reimburse the Portfolio for any expenses not specifically assumed by
InterSecurities under Sections 2, 3 and 4 above. The Fund shall pay all of its
other expenses (or pay such expenses of the Fund attributable to the Portfolio)
including, but not limited to, custodian and transfer agent fees; advisory fees;
brokerage commissions and all other expenses in connection with the execution of
portfolio transactions; administrative, clerical, recordkeeping, bookkeeping,
legal, auditing and accounting expenses; interest and taxes; expenses of
preparing tax returns; expenses of shareholders' meetings and of preparing,
printing and mailing proxy statements (unless otherwise agreed to by the Fund
and InterSecurities); expenses of preparing and typesetting periodic reports to
its shareholders (except for those reports the Portfolio permits to be used as
sales literature); its allocable share of the fees and expenses of the Fund's
non-interested Trustees; and the costs, including filing fees, of registering
and renewing or maintaining registration of the Portfolio's shares under federal
and state law. Nothing in this Section 7 shall prohibit the Fund from entering
into other agreements or adopting plans which provide for the allocation of
expenses of the Fund or the Portfolio to other entities, or the assumption of
other expenses by the Fund or the Portfolio.
8. LIMITATION ON EXPENSES OF PORTFOLIO. Whenever, for any fiscal year,
the total cost to the Portfolio for normal operating expenses chargeable to its
income account, including, but not limited to, the fees of the Portfolio's
investment adviser, the compensation of its custodian, transfer agent,
registrar, auditors and legal counsel, printing expenses, expenses incurred in
complying with all laws applicable to the sale of shares of the Portfolio and
any compensation, fees, or reimbursements which the Portfolio pays to Trustees
of the Fund who are not interested persons (as that phrase is defined in Section
2(a)(29) of the 1940 Act) of InterSecurities, but excluding all interest and all
federal, state and local taxes (such as stamp, excise, income, franchise and
similar taxes), exceeds any expense limitation imposed by applicable state law,
InterSecurities shall reimburse the Portfolio for the amount of said excess in
the manner and to the extent required by state law; provided, however, that
InterSecurities shall reimburse the Portfolio for the amount of such expenses,
exclusive of expenses incurred pursuant to the Fund's Plan of Distribution under
Rule 12b-1 of the 1940 Act, which exceed 2.5% of the Fund's average daily net
assets for the first full fiscal year of the Portfolio, and 1.5% thereafter.
9. TREATMENT OF INVESTMENT ADVICE. With respect to the Portfolio,
the Fund shall treat the investment advice and recommendations of
InterSecurities as being advisory only, and shall retain full
-3-
<PAGE>
control over its own investment policies. However, the Trustees of the Fund may
delegate to the appropriate officers of the Fund, or to a committee of Trustees,
the power to authorize purchases, sales or other actions affecting the
securities of the Portfolio in the interim between meetings of the Trustees,
provided such action is consistent with the established investment policy of the
Fund and is reported to the Trustees at their next meeting.
10. BROKERAGE COMMISSIONS. For purposes of this Agreement, brokerage
commissions paid by the Portfolio upon the purchase or sale of its portfolio
securities shall be considered a cost of securities of the Portfolio and shall
be paid by the Portfolio. InterSecurities is authorized and directed to place
the Portfolio's securities transactions, or to delegate to C.A.S.E. the
authority and direction to place the Portfolio's securities transactions, only
with brokers and dealers who render satisfactory service in the execution of
orders at the most favorable prices and at reasonable commission rates;
provided, however, that InterSecurities or C.A.S.E., may pay a broker or dealer
an amount of commission for effecting a securities transaction in excess of the
amount of commission another broker or dealer would have charged for effecting
that transaction if InterSecurities or C.A.S.E. determines in good faith that
such amount of commission was reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer viewed in
terms of either that particular transaction or the overall responsibilities of
InterSecurities or C.A.S.E. InterSecurities and C.A.S.E. are also authorized to
consider sales of Portfolio shares by a broker-dealer or the recommendation of a
broker-dealer to its customers that they purchase Portfolio shares as a factor
in selecting broker-dealers to execute the Portfolio's securities transactions,
provided that in placing portfolio business with such broker-dealers,
InterSecurities and C.A.S.E. shall seek the best execution of each transaction
and all such brokerage placement shall be consistent with the Rules of Fair
Practice of the National Association of Securities Dealers, Inc. Notwithstanding
the foregoing, the Fund shall retain the right to direct the placement of all
securities transactions of the Portfolio, and the Trustees may establish
policies or guidelines to be followed by InterSecurities and C.A.S.E. in placing
securities transactions for the Portfolio pursuant to the foregoing provisions.
InterSecurities shall report on the placement of portfolio transactions each
quarter to the Trustees of the Fund.
11. LIABILITY OF INTERSECURITIES. InterSecurities may rely on
information reasonable believed by it to be accurate and reliable. Except as may
otherwise be provided by the 1940 Act, neither InterSecurities nor its officers,
directors, employees or agents shall be subject to any liability to the Fund or
the Portfolio or any shareholder of the Portfolio for any error or 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 its performance of its duties or by reason of reckless disregard
of its obligations and duties under this Agreement.
12. TERMINATION. This Agreement may be terminated at any time, without
penalty, by the Trustees of the Fund or by the shareholders of the Portfolio
acting by vote of at least a majority of its outstanding voting securities (as
that phrase is defined in Section 2(a)(42) of the 1940 Act), provided in either
case that 60 days' written notice of termination be given to InterSecurities at
its principal place of business. This Agreement may be terminated by
InterSecurities at any time by giving 60 days' written notice of termination to
the Fund, addressed to its principal place of business.
-4-
<PAGE>
13. ASSIGNMENT. This Agreement shall terminate automatically in the
event of any assignment (as the term is defined in Section 2(a)(4) of the 1940
Act) of this Agreement.
14. TERM. This Agreement shall continue in effect, unless sooner
terminated in accordance with its terms, for an initial term ending April 22,
1997, 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 that term is defined in Section 2(a)(19) of the 1940 Act) 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
Portfolio (as that phrase is defined in Section 2(a)(42) of the 1940 Act).
15. AMENDMENTS. The terms of this Agreement may be amended only with
the approval 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 1940 Act) and the approval by the vote of a majority of Trustees of the Fund
who are not parties hereto or interested persons (as that phrase is defined in
Section 2(a)(19) of the 1940 Act) 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.
16. 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.
17. LIMITATION OF LIABILITY. A copy of the Fund's Declaration of Trust
is on file with the Secretary of The Commonwealth of Massachusetts, and notice
is hereby given that this Agreement is executed on behalf of the Trustees as
Trustees of the Fund and not individually, and that the obligations under this
Agreement are not binding upon any of the Trustees, officers, shareholders,
agents or employees of the Fund individually, but binding only upon the assets
and property of the Portfolio.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of November 15, 1995.
ATTEST: INTERSECURITIES, INC.
By:
/s/ William H. Geiger /s/ G. John Hurley
- ---------------------------- -------------------------------------
William H. Geiger, Secretary G. John Hurley
President and Chief Executive Officer
ATTEST: IDEX II SERIES FUND
/s/ Becky A. Ferrell By: /s/ G. John Hurley
- ---------------------------- ------------------------------------
Becky A. Ferrell, Secretary G. John Hurley
President and Chief Executive Officer
-5-
EXHIBIT 5(b)
IDEX II SERIES FUND
ON BEHALF OF IDEX II C.A.S.E. PORTFOLIO
INVESTMENT COUNSEL AGREEMENT
This Agreement is entered into as of November 15, 1995, between
INTERSECURITIES, INC., a Delaware corporation (referred to herein as "ISI"), and
C.A.S.E. MANAGEMENT, INC., a Pennsylvania corporation (referred to herein as
"C.A.S.E.").
WHEREAS, ISI entered into a Management and Investment Advisory Agreement
(referred to herein as the "Advisory Agreement"), dated November 15, 1995,
with IDEX II Series Fund, a Massachusetts business trust (referred to herein as
the "Fund") on behalf of the IDEX II Series Fund C.A.S.E. 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 C.A.S.E. to
furnish investment information and advice to assist ISI in carrying out its
responsibilities under the Advisory Agreement as investment adviser to the
Portfolio; 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
C.A.S.E. 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 C.A.S.E. C.A.S.E. shall act as investment counsel to
ISI. In this capacity, C.A.S.E. 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 C.A.S.E., 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; and
(d) to supervise the purchase and sale of securities as
directed by the appropriate officers of the Fund or of ISI.
2. OBLIGATIONS OF ISI. ISI shall have the following obligations
under this Agreement:
(a) to keep C.A.S.E. 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;
-1-
<PAGE>
(b) to furnish C.A.S.E. 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 C.A.S.E. 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
C.A.S.E. may reasonably request to enable it to perform
its functions under this Agreement; and
(d) to compensate C.A.S.E. for its services under this
Agreement by the payment of fees equal to (i) 40% 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, less (ii) 40% of any
amount reimbursed to the Portfolio by ISI pursuant to the
provisions of Section 8 of the Advisory Agreement. 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 C.A.S.E.
hereunder shall be payable upon receipt by ISI from the
Portfolio of fees payable to ISI under Section 5 of the
Advisory Agreement.
3. TREATMENT OF INVESTMENT ADVICE. ISI shall treat the investment
information, advice and recommendations of C.A.S.E. as being advisory only, and
shall determine the extent to which such advice and recommendations shall be
passed on to the Portfolio or incorporated in investment advice by ISI to the
Portfolio. ISI may direct C.A.S.E. to furnish its investment information, advice
and recommendations directly to officers or Trustees of the Fund.
4. PURCHASES BY AFFILIATES. Neither C.A.S.E. 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 C.A.S.E. (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.
5. LIABILITY OF C.A.S.E. C.A.S.E. 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 C.A.S.E. 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.
6. COMPLIANCE WITH LAWS. C.A.S.E. 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, C.A.S.E. will act in conformity with the
Fund's Declaration of Trust, Bylaws, and current registration statement
-2-
<PAGE>
applicable to the Portfolio 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.
7. 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 C.A.S.E. 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 1940 Act) of the Fund. This Agreement may be
terminated at any time by C.A.S.E. by giving 60 days' written notice of such
termination to the Fund and ISI at their respective principal places of
business.
8. 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 1940 Act) of this Agreement.
9. TERM. This Agreement shall continue in effect, unless sooner
terminated in accordance with its terms, for an initial term ending April 22,
1997, 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 1940 Act) 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).
10. AMENDMENTS. This Agreement may be amended only with the approval 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 1940 Act) and
the approval 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 1940 Act) 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.
11. 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: C.A.S.E. MANAGEMENT, INC.
/s/ BY: /s/
- -------------------------- ---------------------------------
Secretary Title:
ATTEST: INTERSECURITIES, INC.
/s/ William H. Geiger BY: /s/ G. John Hurley
- ----------------------------- -----------------------------------
William H. Geiger, Secretary G. John Hurley
President and Chief Executive Officer
-3-
EXHIBIT 6(a)
IDEX II SERIES FUND
UNDERWRITING AGREEMENT
This Agreement is entered into as of September 30, 1994, by and between
IDEX II Series Fund, a Massachusetts business trust (the "Fund"), and
InterSecurities, Inc. (formerly known as Idex Distributors, Inc.), a Delaware
corporation (the "Distributor").
Whereas, the Fund is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment company;
Whereas, the Distributor has served as principal underwriter for the
Fund since its inception;
Whereas, the Fund was formerly known as "Idex II" and the Fund
consisted of , and offered for public sale, only one series of shares of
beneficial interest corresponding to one portfolio;
Whereas, the Fund's Declaration of Trust was amended under a
Restatement of Declaration of Trust dated August 30, 1991 to provide for more
than one distinct series of shares of beneficial interest and for classes of
shares;
Whereas, the Fund currently offers for public sale more than one series
of its shares, for each of which series the Distributor serves as the principal
underwriter under an Underwriting Agreement dated April 22, 1993;
1. APPOINTMENT AND AUTHORITY OF AGENT. The Fund appoints the
Distributor as its principal underwriter, to sell shares of the Fund's
beneficial interest during the term of this Agreement. While this Agreement is
in force, the Distributor agrees to use its best efforts to find purchasers for
shares of the Fund. The Distributor shall sell, as agent on behalf of the Fund,
the shares needed, but not more than the shares needed (except for clerical
errors and errors of transmission), to fill unconditional orders placed with the
Distributor, and the price which the Fund shall receive for shares so purchased
shall be the net asset value used in determining the public offering price on
which such orders were based. (The term "net asset value" as used in this
Agreement shall have the meaning assigned to it in the Fund's Bylaws, as amended
from time to time).
The Distributor shall notify the Custodian of the Fund, at the end of
each business day, or as soon thereafter as the orders placed with it in such
period have been compiled, of the number of shares and the prices thereof which
the Distributor shall have sold on behalf of the Fund. The Distributor shall use
its best efforts to cause the sums due for shares ordered from the Fund to be
collected or to be advanced to the Fund on behalf of the purchasers on or before
the seventh business day (excluding Saturdays) after the shares have been so
ordered.
The agency of the Distributor shall be exclusive, except that it shall
not apply to (1) shares issued in connection with the merger or consolidation of
any other investment company or entity with the Fund or the non-taxable
acquisition, by purchase or otherwise, of all (or substantially all) of the
assets or the outstanding shares of any company by the Fund, or (2) shares which
may be offered by the Fund to its shareholders for reinvestment of dividends and
capital gains distributions, whether declared in cash or in shares or cash at
the option of the shareholder.
The Fund may suspend the sale of its shares at any time by notice to the
Distributor for such period of time as the Fund deems desirable. Such a
suspension of sale shall not effect a termination of this Agreement.
2. TERMS OF SALE OF SHARES. The Fund's shares shall be sold by the
Distributor as agent on behalf of the Fund to dealers having sales agreements
with the Distributor and to investors upon the terms and conditions (including
minimum purchase requirements) set forth in the current prospectus relating to
the Fund's shares and (to the extent not inconsistent with said prospectus) upon
the following terms and conditions:
a. PUBLIC OFFERING PRICE. The public offering price, which means
the price per share at which the Distributor or a dealer purchasing shares from
the Fund may sell shares to the public, shall be based upon the per share net
asset value determined as of the time specified in the then current prospectus
relating to the Fund's shares. The public offering price shall not exceed the
per share net asset value on the basis of which the applicable public offering
price is determined plus a sales charge as described in the then current
prospectus
-1 -
<PAGE>
relating to the Fund's shares, which shall not exceed 8.5% of the public
offering price. The public offering price shall be adjusted to the nearer cent.
The Distributor shall fix, in its agreements with dealers, the portion of the
sales charge which may be reallowed to the dealers on the purchase of shares
from the Fund.
b. DETERMINATION OF NET ASSET VALUE. The Fund shall determine the
net asset value of the shares of the Fund (or cause such net asset value to be
determined) as of the close of the New York Stock Exchange on each business day
on which said Exchange is open, in accordance with the method set forth in the
Bylaws. Upon due notice to the Distributor, the Fund may also employ other
methods or times in calculation of net asset value, to the extent authorized by
its Bylaws and consistent with applicable federal laws and rules of the National
Association of Securities Dealers, Inc. The Fund shall also have the right to
suspend the sale of its shares and the calculation of net asset value if,
because of some extraordinary condition, the New York Stock Exchange shall be
closed, or if, in the judgment of a majority of the members of the Board of
Trustees of the Fund, or its Executive Committee, conditions existing during the
hours when said Exchange is open render such action advisable.
c. CONFIRMATIONS. The Distributor shall issue and deliver on
behalf of the Fund or cause to be issued and delivered all confirmations of
transactions effected hereunder for the account of the Fund.
3. NECESSARY ACTION. The Fund agrees that it will, from time to time,
but subject to any necessary approval of its shareholders, take all appropriate
action fixing the number of its authorized shares, and such other steps as may
be necessary to register the same under the Securities Act of 1933, to the end
that there will be available for sale such number of shares as the Distributor
may reasonably be expected to sell. The Fund plans to discontinue sales of its
shares except to existing shareholders when it reaches $500,000,000 in net
assets.
4. INDEMNITY OF FUND BY DISTRIBUTOR. The Distributor will indemnify and
hold harmles the Fund and each of its officers and trustees and each person, if
any, who controls the Fund within the meaning of Section 15 of the Securities
Act of 1933, against any loss, liability, damage, claim, or expense (including
the reasonable cost of investigating or defending any alleged loss, liability,
damage, claim or expense and reasonable counsel fees incurred in connection
therewith), arising by reason of or in connection with any person acquiring any
shares of the Fund, which may be based upon the Securities Act of 1933 or any
other statute or on the common law, on account of any wrongful act of the
Distributor or any of its employees or on the ground that the registration
statement or prospectus, as from time to time amended and supplemented, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary in order to make the statements
therein not misleading, insofar as any such statement or omission was made in
reliance upon, and in conformity with, information furnished to the Fund in
connection therewith by or on behalf of the Distributor, provided, however, that
in no case shall (1) the indemnity of the Distributor in favor of any person
indemnified be deemed to protect the Fund or any such person against any
liability to which the Fund or any such person would otherwise be subject by
reason of willful misfeasance, bad faith, or gross negligence in the performance
of its (or his) duties or by reason of its (or his) reckless disregard of its
(or his) obligations and duties under this Agreement, or (2) the Distributor be
liable under its indemnity agreement contained in this paragraph with respect to
any claim made against the Fund or any person indemnified unless the Fund or
such person, as the case may be, shall have notified the Distributor in writing
within a reasonable time after the summons or first legal process giving notice
of the claim shall have been served upon the Fund or upon such person (or after
the Fund or such person shall have received notice of such service on any
designated agent), but failure to notify the Distributor of any such claim shall
not relieve it from any liability which it may have to the Fund or any person
against whom such action is brought otherwise than on account of its indemnity
agreement contained in this paragraph. In the case of any such notice to the
Distributor, it shall be entitled to participate, at its own expense, in the
defense or, if it so elects, to assume the defense of any suit brought to
enforce any such liability, but, if the Distributor elects to assume the
defense, such defense shall be conducted by counsel chosen by it and
satisfactory to the Fund, and to those of its officers, trustees, or controlling
persons who are defendants in the suit. In the event that the Distributor elects
to assume the defense of any such suit and retain such counsel, the Fund and
those of its officers, trustees or controlling persons who are defendants in the
suit shall bear the fees and expenses of any additional counsel retained by
them, but, in case the Distributor does not elect to assume the defense of any
such suit, it shall reimburse them for the reasonable fees and expenses of any
counsel so retained by them. The Fund agrees to notify the Distributor promptly
of the commencement of any litigation or proceedings against it in connection
with the issue and sale of any of the shares.
-2 -
<PAGE>
5. INDEMNITY OF DISTRIBUTOR BY FUND. The Fund will indemnify and hold
harmless the Distributor and each of its officers and directors and each person,
if any, who controls the Distributor within the meaning of Section 15 of the
Securities Act of 1933 against any loss, liability, claim, damage or expense
(including the reasonable cost of investigating or defending any alleged loss,
liability, claim, damage or expense and reasonable counsel fees incurred in
connection therewith), arising by reason of or in connection with any person
acquiring any of its shares which may be based upon the Securities Act of 1933
or on any other statute or on the common law, on the ground that the
registration statement or prospectus, as from time to time amended and
supplemented, includes an untrue statement of a material fact or omits to state
a material fact required to be stated therein or necessary in order to make the
statement therein not misleading, unless such statement or omission was made in
reliance upon, and in conformity with, information furnished to the Fund in
connection therewith by or on behalf of the Distributor; provided, however, that
in no case shall (1) the indemnity of the Fund in favor of the Distributor and
any such controlling person be deemed to protect the Distributor or any such
controlling person against any liability to which the Distributor (or any such
controlling person) would otherwise be subject by reason of its willful
misfeasance, bad faith, gross negligence in the performance of its (or his)
duties or by reason of its (or his) reckless disregard of its (or his)
obligations and duties under this Agreement, or (2) the Fund be liable under its
indemnity agreement contained in this paragraph with respect to any claim made
against the Distributor (or any such controlling person) unless the Distributor
or such controlling person, as the case may be, shall have notified the Fund in
writing within a reasonable time after the summons or first legal process giving
notice of the claim shall have been served upon the Distributor or upon such
controlling person (or after such Distributor or controlling person shall have
received notice of such service on any designated agent), but failure to notify
the Fund of any such claim shall not relieve it from any liability which it may
have to the person against whom such action is brought otherwise than on account
of its indemnity agreement contained in this paragraph. The Fund will be
entitled to participate at its own expense in the defense or, if it so elects,
to assume the defense of any suit brought to enforce any such liability, but, if
the Fund elects to assume the defense, such defense shall be conducted by
counsel chosen by it and satisfactory to the Distributor and to the controlling
persons who are defendants in the suit. In the event the Fund elects to assume
the defense of any such suit and retain such counsel, the Distributor or persons
who are defendants in the suit shall bear the fees and expenses of any
additional counsel retained by them, but, in case the Fund does not elect to
assume the defense of any such suit, it will reimburse them for the reasonable
fees and expenses of any counsel so retained by them. The Distributor agrees to
notify the Fund promptly of the commencement of any litigation or proceedings
against it or any of its officers or directors in connection with the issuance
or sale of any of the shares.
6. COMPLIANCE WITH SECURITIES LAWS. The Distributor, in selling the
shares of the Fund, will in all respects duly conform with all federal and
state laws relating to the sale of such securities.
7. AUTHORIZED REPRESENTATIONS. Neither the Distributor, any dealer nor
any other person is authorized by the Fund to give any information or to make
any representations, other than those contained in the registration statement or
prospectus filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (as said registration statement and
prospectus may be amended or supplemented from time to time), covering the
shares of the Fund, or in such other sales literature as the Fund may expressly
authorize the Distributor to use. No dealer (except the Distributor acting as
agent of the Fund for the account of the Fund) is authorized to act as agent for
the Fund in connection with the offering or sale of shares of the Fund to the
public or otherwise.
8. COSTS TO BE INCURRED BY DISTRIBUTOR. In addition to the expenses
which the Distributor may incur in the performance of its own functions under
this Agreement, and the expenses which it may expressly undertake to pay under
other agreements with the Fund or otherwise, the Distributor will pay:
(a) the expenses of printing and distributing prospectuses to
persons other than shareholders and state and federal agencies; and
(b) preparing, printing and distributing all other sales
literature used by the Distributor or by dealers, (including copies of the
Fund's reports to shareholders or federal or state regulatory agencies, other
than those sent to shareholders or federal or state regulatory agencies, which
the Fund may permit to be used as sales literature) in connection with the
offering of Fund shares for sale to the public; and
(c) any expenses of advertising in connection with such
offering.
-3 -
<PAGE>
The Fund will pay all of its own expenses, except as expressly provided
herein or in any other agreements which the Fund may have with the Distributor
or any other person.
9. VOLUNTARY REPURCHASE OF SHARES BY THE FUND. The Fund reserves the
right, by resolution of its Board of Trustees, to authorize and require the
Distributor to repurchase, upon prices, terms and conditions to be set forth in
such resolution, as agent of the Fund and for its account, such shares of the
Fund as may be offered for voluntary repurchase by the Fund from time to time.
10. LONG OR SHORT POSITIONS. The Distributor agrees that it will not
take any long or short positions in the shares of the Fund except to the extent
contemplated by paragraphs 1 and 9 above, and that, so far as it can control the
situation, it will prevent any officer or director of (or person financially
interested in) the Distributor from taking any long or short position in the
shares of the Fund, except as permitted by the Declaration of Trust of the Fund
and by those portions of its Bylaws which are not subject to amendment except by
the shareholders of the Fund.
11. AMENDMENTS. This Agreement may be supplemented or amended by mutual
consent of the parties, provided that no amendment hereto shall be effective
unless approved by a majority of the trustees of the Fund who are not interested
persons (as that term is defined in Section 2(a)(19) of the Investment Company
Act of 1940, as amended) of the Distributor, cast in person at a meeting called
for the purpose of voting on such approval. If, at any time during the existence
of this Agreement, the Fund shall in good faith deem it necessary or advisable
in the best interest of the Fund that any amendment of this Agreement be made in
order to comply with the recommendations or requirements of the Securities and
Exchange Commission or other governmental authority or to obtain any proper
advantage under federal or state tax laws, and shall notify the Distributor of
the form of amendment which it deems necessary or advisable and the reasons
therefor, and, if the Distributor declines to assent to such amendment, the Fund
may terminate this Agreement immediately, upon written notice. If, at any time
during the existence of this Agreement, upon request by the Distributor, the
Fund fails (after a reasonable time) to make any changes in its governing
instruments, or in its methods of doing business, which are in good faith deemed
by the Distributor to be necessary in order to comply with federal law or the
lawful requirements of the Securities and Exchange Commission or of the National
Association of Securities Dealers, Inc. relating to the sale of the shares of
the Fund, the Distributor may terminate this Agreement immediately, upon written
notice.
12. COMPENSATION. As compensation for the services performed and the
expenses assumed by the Distributor under this Agreement, including, but not
limited to, remuneration to the Distributor's employees and to other
broker/dealers on the basis of sales of shares, the Fund shall pay the
Distributor a distribution service fee of .25% of the average daily net assets
of the Fund. Such payments have been authorized by the Fund in its Distribution
Plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940
("Distribution Plan") and will be limited in accordance with the terms of the
Distribution Plan. Additional payments to the Distributor from the Fund's
investment manager, IDEX Management, Inc. or the Fund's investment sub-adviser,
Janus Capital Corporation, may be authorized in accordance with applicable law.
13. REPORTS. The Distributor shall prepare written reports for the Board
of Trustees of the Fund on a quarterly basis showing information concerning
services provided and expenses incurred which are related to this Agreement and
such other information as from time to time shall be reasonably requested by the
Fund's Board of Trustees.
14. TERM. This Agreement shall continue in effect unless sooner
terminated in accordance with its terms for one year from the date hereof and
shall continue in effect from year to year thereafter only so long as such
continuance is specifically approved at least annually by the Board of Trustees
of the Fund or by 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
Investment Company Act of 1940, as amended); provided that no renewal hereof
shall be effective unless the terms of such renewal have been approved by the
vote of a majority of the Trustees of the Fund who are not interested parties
(as that term is defined in Section 2(a)(19) of the Investment Company Act of
1940, as amended) of the Distributor, cast in person at a meeting called for the
purpose of voting on the approval of the terms of such renewal. Either party
shall have the right to terminate this Agreement upon 60 days' written notice
given to the other party.
-4 -
<PAGE>
15. ASSIGNMENT. In the event of the assignment (as defined in Section
2(a)(4) of the Investment Company Act of 1940, as amended) of this Agreement
by the Distributor, this Agreement shall automatically terminate.
16. LIMITATION OF LIABILITY. A copy of the Fund's Declaration of Trust
is on file with the Secretary of The Commonwealth of Massachusetts, and notice
is hereby given that this Agreement is executed on behalf of the Trustees as
Trustees of the Fund and not individually, and that the obligations under this
Agreement are not binding upon any of the Trustees, officers, shareholders,
agents or employees of the Fund individually, but binding only upon the assets
and property of the Fund.
17. 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 appearing above.
ATTEST: IDEX II SERIES FUND
/s/ Becky A. Ferrell By: /s/ G. John Hurley
- ------------------------ ------------------------------
Becky A. Ferrell G. John Hurley
Secretary President and Chief Executive Officer
ATTEST: INTERSECURITIES, INC.
/s/ William H. Geiger By: /s/ John R. Kenney
- ---------------------- --------------------------------
William H. Geiger John R. Kenney
Secretary Chairman of the Board
-5 -
<PAGE>
AMENDMENT TO SCHEDULE I
OF THE UNDERWRITING AGREEMENT
BETWEEN
IDEX II SERIES FUND AND INTERSECURITIES, INC.
The following series and classes of shares are offered for public sale by IDEX
II Series Fund:
IDEX II Growth Portfolio IDEX II Balanced Portfolio
Class A Class A
Class B Class B
Class C Class C
IDEX II Global Portfolio IDEX II Capital Appreciation Portfolio
Class A Class A
Class B Class B
Class C Class C
IDEX II Flexible Income Portfolio IDEX II Aggressive Growth Portfolio
Class A Class A
Class B Class B
Class C Class C
IDEX II Tax-Exempt Portfolio IDEX II Equity-Income Portfolio
Class A Class A
Class B Class B
Class C Class C
IDEX II Income Plus Portfolio IDEX II Tactical Asset Allocation Portfolio
Class A Class A
Class B Class B
Class C Class C
IDEX II C.A.S.E. Portfolio
Class A
Class B
Class C
Effective as of February 1, 1996.
ATTEST: IDEX II SERIES FUND
/s/ Becky A. Ferrell /s/ G. John Hurley
- ---------------------------- --------------------------------------
Becky A. Ferrell, Secretary By: G. John Hurley, President and
Chief Executive Officer
ATTEST: INTERSECURITIES, INC.
/s/ William H. Geiger /s/ Thomas R. Moriarty
- ---------------------------- ------------------------------
William H. Geiger, Secretary By: Thomas R. Moriarty,
Senior Vice President
-6 -
EXHIBIT 6(b)
IDEX FUND InterSecurities, Inc.
IDEX II SERIES FUND 201 Highland Avenue
CASH EQUIVALENT FUND Largo, FL 34640
Telephone: (813) 585-6565
Dated:____________________
Ladies and Gentlemen: PART I
IDEX FUND
DEALER'S SALES AGREEMENT
We have entered into an underwriting agreement with IDEX Fund (the
"Fund") whereby we will act as Principal Underwriter as defined in the
Investment Company Act of 1940, with the right to purchase shares of beneficial
interest of the Fund for sale of such shares to investors either directly or
indirectly through other broker-dealers. As Principal Underwriter, we offer to
sell to you shares of the Fund subject to the following conditions:
1. In all sales of shares to the public you shall act as dealer
for your own account.
2. On purchases of shares, you shall receive a discount amounting
to a percentage of the applicable public offering price as set
forth in the then current prospectus for the Fund. Such
payment shall be subject to all of the terms and conditions
relating thereto as set forth in the then current prospectus
for the Fund.
We shall pay to you an Administrative Services Fee, computed
on an annual basis and paid quarterly, in the amount of ten
basis points (1/10 of 1%) of the average daily aggregate value
(at net asset value) of shares of the Fund and IDEX Fund 3
held by your clients, provided that the average daily net
asset value of such shares held by your clients are at least
equal to $500,000 throughout each quarter. Payment of this
Administrative Services Fee or the terms thereof, may be
modified or terminated at any time.
3. You represent that you are, and at the time of purchasing any
shares of the Fund will be, a member in good standing of the
National Association of Securities Dealers, Inc.
4. Orders received from you will be accepted by us only at the
public offering price applicable to each order as established
by the then current Prospectus of the Fund. The procedure
relating to handling orders shall be subject to instructions
which we shall forward to you from time to time. All orders
are subject to acceptance or rejection by us in our sole
discretion.
5. You agree to purchase shares only from us or from your
customers. If you purchase shares from us, you agree that all
such purchases shall be made only to cover orders already
received by you from your customers, or for your own bona fide
investment.
If you purchase shares from your customers, you agree to pay
such customers not less than the redemption price in effect on
the date of purchase, as defined in the Prospectus of the
Fund. We in turn agree that we will not purchase any shares
from the Fund except for the purpose of covering purchase
orders which we have already received.
6. You shall sell shares only (a) to customers at the public
offering price then in effect and (b) to the Fund or to any
dealer who is a member of the National Association of
Securities Dealers, Inc. at the redemption price in effect on
the date of sale.
7. Only unconditional orders for shares of a definite specified
price will be accepted.
8. If any shares sold to you under the terms of this agreement
are repurchased by the Fund or are tendered for redemption
within seven business days after the date of confirmation, it
is agreed that you shall forfeit your right to any discount
received by you on such shares.
9. Remittance of the net amount due for shares purchased from us
shall be made payable to Idex Investor Services, Inc., Agent
for the Underwriter, promptly, but in no event later than the
maximum amount of time legally permissible after our
confirmation of sale to you (currently, three business days).
Such payment should be sent, together with stock transfer
stamps required on account of the sale by you, to Idex
Investor Services, Inc., P.O. Box 9015, Clearwater, FL
34618-9015, with your transfer instructions on the appropriate
copy of our confirmation of sale to you. If such payment is
not received by Idex Investor Services, Inc., we reserve the
right, without notice, forthwith to cancel the sale.
- 1 -
<PAGE>
10. Promptly upon receipt of payment, shares sold to you shall be
deposited by us or our agent, Idex Investor Services, Inc. No
certificates will be issued unless specifically requested.
11. No person is authorized to make any representations concerning
shares of the Fund except those contained in the current
Prospectus for the Fund and in supplements thereto. In
purchasing shares from us you shall rely solely on the
representations contained in the Prospectus for the Fund and
supplements thereto.
12. Additional copies of the current Prospectus and supplements
thereto and other literature will be supplied by us in
reasonable quantities upon request.
13. Certain of your registered representatives may, from time
to time, request access to certain account information with
respect to the shares of the Fund (the "Account Information")
via downloading of such Account Information to an electronic
mailbox which will be accessed by the registered
representative through his or her personal computer. The
Account Information will be accessed by the registered
representative via software purchased from an outside vendor
to whom the Fund provides access to the Account Information.
In exchange for the cooperation of the Fund and of
InterSecurities, Inc. in providing access to the Account
Information for the convenience of the registered
representatives, you agree that it is your sole responsibility
to oversee and supervise your registered representatives in
the utilization of such Account Information, including
verification of the accuracy of all written material produced
by a registered representative from the Account Information.
Further, you are solely responsible for ensuring that all
NASD, SEC and other regulations are fully complied with by the
registered representatives in connection with the utilization
of and preparation of any written or oral material from the
Account Information. You shall fully indemnify and hold
harmless the undersigned and the Fund from any and all claims
made against them by any party with respect to your registered
representatives' use of such Account Information.
14. We reserve the right in our discretion, without notice, to
suspend sales or withdraw the offering of shares entirely or
to modify or cancel this agreement.
15. We both hereby agree to abide by the Rules of Fair Practice of
the National Association of Securities Dealers, Inc. ("NASD
Rules"). Specifically, and without limiting the foregoing, we
both hereby agree that sales of the shares shall be effected
in accordance with Section 2 and Section 26 of the NASD Rules,
as interpreted by the NASD.
16. All communications to us should be sent to the above address.
Any notice to you shall be duly given if mailed or telegraphed
to you at your address specified below. This agreement shall
be construed in accordance with the laws of Florida.
17. Your registered representatives may, from time to time,
assist your customers in determining and documenting such
customers' eligibility for reductions in, or waivers of, front
end sales charges to which shares may be subject. You agree
that it is your responsibility to oversee and supervise the
activities of your registered representatives in connection
with the sale and redemption of shares of the Fund, including
verification of the eligibility of customers for reductions
in, or waivers of, sales charges to the extent that your
registered representatives assist customers in determining and
documenting such eligibility. You shall fully indemnify and
hold harmless the undersigned and the Fund from any and all
losses sustained by them as a result of any inaccurate, or
incomplete, representations made by your registered
representatives or your customers in connection with
eligibility for reductions in, or waivers of, sales charges,
if and to the extent that you or your registered
representatives knew, or should have known, of such
inaccuracies or omissions.
PART II
IDEX II SERIES FUND
DEALER'S SALES AGREEMENT
We have entered into an underwriting agreement with IDEX II Series Fund
(the "IDEX II Fund") whereby we will act as Principal Underwriter as defined in
the Investment Company Act of 1940, with the right to purchase shares of
beneficial interest of the IDEX II Fund for sale of such shares to investors
either directly or indirectly through other broker-dealers. As Principal
Underwriter, we offer to sell to you the various series and classes of shares of
the IDEX II Fund (the "Fund") representing the various Portfolios of the IDEX II
Fund (each Portfolio and class thereof referred to individually as a "Portfolio"
or "Class", as applicable, and collectively, the "Portfolios" or "Classes", as
applicable), subject to the following conditions:
18. In all sales of shares to the public you shall act as dealer
for your own account.
19. On purchases of Class A Portfolio shares, you shall receive a
discount amounting to a percentage of the applicable public
offering price, as set forth in the then current prospectus
for the Portfolio. On purchases of Class B Portfolio shares,
you shall receive a commission amounting to a percentage of
the net asset value, as set forth in the then current
prospectus for the Portfolio. Such payment shall be subject to
all of the terms and conditions relating thereto as set forth
in the
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<PAGE>
then current prospectus for the Class A and Class B shares of
the Portfolio. In addition to the discount or commission
payable to you pursuant to this Section 2: (a) for your
distribution, marketing and/or administrative services in the
promotion and sale of Portfolio shares, we shall, providing
this Agreement is in force, pay to you a fee as to each Class
of shares of a Portfolio sold by you, computed on an annual
basis and paid quarterly, to the extent and in the amount such
fee, if any, is set forth in the then current prospectus for
the applicable Class of the Portfolio based on a percentage of
the average daily aggregate value (at net asset value) of
shares of the applicable Class of the Portfolio held by your
clients; and (b) for your personal service and/or maintenance
of shareholder accounts with respect to your customers who own
shares of a Portfolio, we shall, providing this Agreement is
in force, pay to you a fee as to each Class of shares of a
Portfolio computed on an annual basis and paid quarterly, to
the extent and in the amount such fee, if any, is set forth in
the then current prospectus for the applicable Class of the
Portfolio based on a percentage of the average daily aggregate
value (at net asset value) of shares of the applicable Class
of the Portfolio held by your clients. Payment of these fees
or the terms thereof, may be modified or terminated by us at
any time.
20. You represent that you are, and at the time of purchasing any
shares of a Portfolio will be, a member in good standing of
the National Association of Securities Dealers, Inc.
21. Orders received from you will be accepted by us only at the
public offering price applicable to each order as established
by the then current Prospectus applicable to the particular
shares of the IDEX II Fund. The procedure relating to handling
orders shall be subject to instructions which we shall forward
to you from time to time. All orders are subject to acceptance
or rejection by us in our sole discretion.
22. You agree to purchase shares only from us or from your
customers. If you purchase shares from us, you agree that all
such purchases shall be made only to cover orders already
received by you from your customers, or for your own bona fide
investment.
If you purchase shares from your customers, you agree to pay
such customers not less than the redemption price in effect on
the date of purchase, as defined in the then current
Prospectus applicable to the particular shares of the IDEX II
Fund. We in turn agree that we will not purchase any shares
from the IDEX II Fund except for the purpose of covering
purchase orders which we have already received.
23. You shall sell shares only (a) to customers at the public
offering price then in effect and (b) to the IDEX II Fund or
to any dealer who is a member of the National Association of
Securities Dealers, Inc. at the redemption price in effect
with respect to the particular shares on the date of sale.
24. Only unconditional orders for shares of a definite specified
price will be accepted.
25. If any shares sold to you under the terms of this agreement
are repurchased by the Fund or are tendered for redemption
within seven business days after the date of confirmation, it
is agreed that you shall forfeit your right to any discount
received by you on such shares.
26. Remittance of the net amount due for shares purchased from us
shall be made payable to Idex Investor Services, Inc., Agent
for the Underwriter, promptly, but in no event later than the
maximum amount of time legally permissible after our
confirmation of sale to you (currently, three business days).
Such payment should be sent, together with stock transfer
stamps required on account of the sale by you, to Idex
Investor Services, Inc., P. O. Box 9015, Clearwater, FL
34618-9015, with your transfer instructions on the appropriate
copy of our confirmation of sale to you. If such payment is
not received by Idex Investor Services, Inc., we reserve the
right, without notice, forthwith to cancel the sale.
27. Promptly upon receipt of payment, shares sold to you shall be
deposited by us or our agent, Idex Investor Services, Inc. No
certificates will be issued unless specifically requested.
28. No person is authorized to make any representations concerning
shares of a Portfolio except those contained in the then
current Prospectus applicable to the particular shares of the
IDEX II Fund and in supplements thereto. In purchasing shares
from us you shall rely solely on the representations contained
in the Prospectus applicable to the particular shares of the
Fund and supplements thereto.
29. Additional copies of the current Prospectus and supplements
thereto and other literature will be supplied by us in
reasonable quantities upon request.
30. Certain of your registered representatives may, from time to
time, request access to certain account information with
respect to the shares of the Fund (the "Account Information")
via downloading of such Account Information to an electronic
mailbox which will be accessed by the registered
representative through his or her personal computer. The
Account Information will be accessed by the registered
representative via software purchased from an outside vendor
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<PAGE>
to whom the Fund provides access to the Account Information.
In exchange for the cooperation of the Fund and of
InterSecurities, Inc. in providing access to the Account
Information for the convenience of the registered
representatives, you agree that it is your sole responsibility
to oversee and supervise your registered representatives in
the utilization of such Account Information, including
verification of the accuracy of all written material produced
by a registered representative from the Account Information.
Further, you are solely responsible for ensuring that all
NASD, SEC and other regulations are fully complied with by the
registered representatives in connection with the utilization
of and preparation of any written or oral material from, the
Account Information. You shall fully indemnify and hold
harmless the undersigned and the Fund from any and all claims
made against them by any party with respect to your registered
representatives' use of such Account Information.
31. We reserve the right in our discretion, without notice, to
suspend sales or withdraw the offering of shares entirely or
to modify or cancel this agreement.
32. We both hereby agree to abide by the NASD Rules. Specifically,
and without limiting the foregoing, we both hereby agree that
sales of the shares of each Portfolio, and each Class thereof,
shall be effected in accordance with Section 2 and Section 26
of the NASD Rules, as interpreted by the NASD.
33. All communications to us should be sent to the above address.
Any notice to you shall be duly given if mailed or telegraphed
to you at your address specified below. This agreement shall
be construed in accordance with the laws of Florida.
34. You agree to abide by the Sales Compliance Policies Relating
to the Multiple Class Distribution System, attached to this
Agreement as Appendix A, with respect to each Portfolio of the
IDEX II Fund and to include such Sales Compliance Policies in
your internal guidelines for sales compliance.
35. Your registered representatives may, from time to time,
assist your customers in determining and documenting such
customers' eligibility for reductions in, or waivers of, front
end sales charges or contingent deferred sales charges to
which one or more Classes of shares may be subject. You agree
that it is your responsibility to oversee and supervise the
activities of your registered representatives in connection
with the sale and redemption of shares of the Portfolios,
including verification of the eligibility of customers for
reductions in, or waivers of, sales charges to the extent that
your registered representatives assist customers in
determining and documenting such eligibility. You shall fully
indemnify and hold harmless the undersigned and the Fund from
any and all losses sustained by them as a result of any
inaccurate, or incomplete, representations made by your
registered representatives or your customers in connection
with eligibility for reductions in, or waivers of, sales
charges, if and to the extent that you or your registered
representatives knew, or should have known, of such
inaccuracies or omissions.
PART III
CASH EQUIVALENT FUND
SALES AGREEMENT
We have entered into a Services Agreement (the "KFS Agreement") with
Kemper Financial Services, Inc. ("KFS"), the administrator, distributor and
principal underwriter for CASH EQUIVALENT FUND ("CEF"), pursuant to which we
have agreed to sell shares of CEF and perform certain shareholder services and
provide certain facilities and equipment in connection with such services. The
KFS Agreement permits us to enter into agreements with other broker-dealers
pursuant to which such broker-dealers shall sell shares of CEF and we will
perform certain shareholder servicing functions with respect to CEF shares owned
by the clients of such broker-dealers. Accordingly, we agree as follows:
36. SALE OF CEF SHARES. You shall sell shares of CEF to the
public in accordance with the terms and conditions set forth
in this Agreement:
(a) You shall offer and sell CEF shares only in states
where they may legally be sold.
(b) In all sales of CEF shares to the public, you shall
act as dealer for your own account, and you shall not
have authority to act as agent for CEF, for KFS, for
InterSecurities, Inc., or for any representative or
agent of such parties.
(c) All orders shall be subject to acceptance or
rejection by KFS in its sole discretion, and will be
accepted by KFS only at the public offering price
applicable to each order as established by CEF's then
current prospectus. You may offer and sell CEF shares
to your customers only at the public offering price,
which is the net asset value per share as described
in CEF's prospectus. KFS will not accept any
conditional orders for shares. You shall place orders
for CEF shares in the manner set forth in CEF's
prospectus.
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<PAGE>
(d) You shall purchase shares only from KFS or your
client, and you shall not purchase shares from your
clients at a price lower than that quoted by or for
CEF. You may sell shares for the account of your
customer to CEF, or to KFS as agent for CEF, at the
price currently quoted by or for CEF.
(e) You will purchase shares from KFS only to cover
purchase orders already received from your clients or
for your own bona fide investment.
(f) You will not withhold placing with KFS orders
received from your clients so as to profit yourself
as a result of such withholding.
(g) All sales will be made subject to receipt by KFS
of shares from CEF.
37. UNAUTHORIZED REPRESENTATIONS. No person is authorized to
make any representations concerning shares of CEF except those
contained in the current prospectus of CEF and in supplemental
printed information subsequently issued by CEF or by KFS.
38. NASD MEMBERSHIP. You represent that you are, and at the time
of purchasing any shares of CEF will be, a member in good
standing of the National Association of Securities Dealers,
Inc.
39. AGREEMENTS OF INTERSECURITIES, INC.
(a) We agree to supply you with such reasonable number of
copies of CEF's prospectus and sales literature as
you may request.
(b) We shall perform the following services with respect
to your clients who own CEF shares: answer routine
client inquiries regarding CEF, assist clients in
changing dividend options, account designations and
addresses, and similar coordination of shareholder
matters with KFS and CEF, provided, however, that we
may terminate such service at any time upon written
notice to you. In the event that we cease to perform
such services, those services will be performed
directly by KFS.
(c) We shall pay you a fee after the end of each calendar
quarter in the amount of .10 of 1% of the average
aggregate daily net asset value of CEF shares owned
by your clients. In computing your fee, one-fourth of
the applicable fee rate shall be applied to the
average aggregate daily net asset value of such CEF
shares owned by your clients for the quarter in
question.
Each quarter's fee shall be determined independently
of every other quarter's fee. For the quarter in
which this Agreement becomes effective or terminates,
there shall be an appropriate proration on the basis
of the number of days that the Agreement is in effect
during that quarter.
40. REPORTS. You shall prepare such reports as we may request
in order to comply with our reporting obligations to KFS.
41. DOWNLOADING OF ACCOUNT INFORMATION. Certain of your
registered representatives may, from time to time, request
access to certain account information with respect to the CEF
shares (the "Account Information") via downloading of such
Account Information to an electronic mailbox which will be
accessed by the registered representative through his or her
personal computer. The Account Information will be accessed by
the registered representative via software purchased from an
outside vendor to whom access to the Account Information is
provided. In exchange for the cooperation of the IDEX Group of
Funds and of InterSecurities, Inc. in providing access to the
Account Information for the convenience of the registered
representatives, you agree that it is your sole responsibility
to oversee and supervise your registered representatives in
the utilization of such Account Information, including
verification of the accuracy of all written material produced
by a registered representative from the Account Information.
Further, you are solely responsible for ensuring that all
NASD, SEC and other regulations are fully complied with by the
registered representatives in connection with the utilization
of and preparation of any written or oral material from, the
Account Information. You shall fully indemnify and hold
harmless the undersigned and the IDEX Group of Funds from any
and all claims made against them by any party with respect to
your registered representatives' use of such Account
Information.
42. TERMS AND TERMINATION. This Agreement shall become effective
on the date hereof and continue in effect until terminated.
This Agreement shall automatically terminate in the event of
its assignment and upon any termination of the KFS Agreement.
It may be terminated at any time by us or you on thirty (30)
days written notice.
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<PAGE>
43. NOTICES AND COMMUNICATIONS. All notices and communications
to us should by sent to the above address. Any notice to you
shall be duly given if mailed, hand delivered or telegraphed
to the address specified below.
Very truly yours,
InterSecurities, Inc.
By: /s/
----------------------------------------
Registered Principal
The undersigned hereby accepts and agrees to the terms of
this Agreement.
Firm Name:
----------------------------------
By: /s/
----------------------------------------
Authorized Securities Principal
Name:
---------------------------------------
Title:
--------------------------------------
Address:
--------------------------------------
--------------------------------------
Telephone:
-------------------------------------
Federal Tax I.D.:
------------------------------
NASD CRD No.:
----------------------------------
(RETAIN A COPY AND RETURN THE ORIGINAL)
- 6 -
<PAGE>
APPENDIX A
TO
IDEX II SERIES FUND
DEALER'S SALES AGREEMENT
SALES COMPLIANCE POLICIES RELATING TO THE
MULTIPLE CLASS DISTRIBUTION SYSTEM
Effective October 1, 1995, each portfolio of IDEX II Series Fund (each
a "Portfolio" and collectively, the "Portfolios"), plans to offer three classes
of shares as follows:
Class A shares are ordinarily purchased with a front-end sales load and
are currently subject to an annual 12b-1 fee of up to .35% of the
average daily net assets of that Portfolio's Class A shares.
Class B shares are purchased with no front-end sales charge and are
currently subject to an annual 12b-1 fee of 1.00% of the average daily
net assets of that Portfolio's Class B shares. Class B shares are also
subject to a contingent deferred sales charge at a declining rate,
payable upon redemption of the shares during the first six years after
purchase. Class B shares automatically convert to Class A shares eight
years after purchase.
Class C shares are purchased with no front-end sales charge and are
currently subject to an annual 12b-1 fee of up to .90% (.60% for the
Tax-Exempt Portfolio) of the average daily net assets of that
Portfolio's Class C shares.
To assist investors in selecting the method of investing that best
meets their needs and to ensure proper supervision of mutual fund purchase
recommendations, we request that your internal guidelines include the following
policies:
(1) Any purchases of Portfolio shares for less than $500,000 may
be of shares either 1)subject to a front-end sales charge and
an ongoing 12b-1 fee of up to .35% of the average daily net
assets of those shares (Class A Shares); 2) subject to an
ongoing 12b-1 fee of 1.00% of the average daily net assets of
those shares, a contingent deferred sales charge on the lesser
of the original purchase price or redemption proceeds at a
declining rate for the six years following purchase as
follows: 5% during the first year, 4% during the second year,
3% during the third year, 2% during the fourth year, 1% during
the fifth and sixth years, and 0% after the sixth year, and
automatic conversion to Class A shares eight years after
purchase (Class B Shares); or 3) subject to no front-end sales
charge and a 12b-1 fee of up to .90% (.60% for the Tax-Exempt
Portfolio) of the average daily net assets of those shares
(Class C Shares).
(2) Any purchases of Portfolio shares for $500,000 or more but
less than $1,000,000 may be of shares either 1) subject to a
front-end sales charge and an ongoing 12b-1 fee of up to .35%
of the average daily net assets of those shares (Class A
shares); or 2) subject to no front-end sales charge and a
higher 12b-1 fee (Class C shares). Purchases of $500,000 or
more for Class B shares will be declined.
(3) Sales personnel should determine which class of shares best
meets the investor's needs based on the relevant facts and
circumstances, including, but not limited to:
(a) the specific dollar amount of the purchase;
(b) the length of time the investor expects to hold
his or her shares;
(c) any other relevant circumstances, such as the
availability of sales charge waivers or
reductions on Class A and Class B shares;
(d) the availability of breakpoints for reduced sales
loads on Class A shares; and
(e) sales of shares of each Portfolio, and each Class
thereof, shall be effected in accordance with
Section 2 and Section 26 of the NASD Rules, as
interpreted by the NASD.
(4) Any purchase of Portfolio shares for $1,000,000 or more
normally should be for Class A shares because such a purchase
will not be subject to a front-end sales charge and will have
lower ongoing 12b-1 fees than those imposed on Class B or
Class C shares.
(5) Investors who are eligible for a complete waiver of the
front-end sales charge on Class A shares normally should
purchase Class A shares because the ongoing 12b-1 fees of such
shares are lower than those of Class B or Class C shares.
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<PAGE>
Investors should consider both ongoing annual expenses and front-end
and contingent deferred sales charges, if any, in estimating the costs of
investing in the respective classes of Portfolio shares over time. For example,
investors that qualify for a substantial reduction in a front-end sales charge
ordinarily should determine that a purchase of Class A shares, subject to lower
ongoing expenses, is preferable to a purchase of Class B shares which are
subject to higher ongoing 12b-1 fees and a contingent deferred sales charge or
of Class C shares which would be subject to payment of a higher ongoing 12b-1
fee.
Alternatively, an investor whose purchase of Portfolio shares would not
qualify for a reduction of the front-end sales charge, may wish to avoid the
sales charge and thus initially invest all of his or her dollars in Class B or
Class C shares. Such an investor should consider how long he or she plans to
hold such shares when deciding which class of shares to purchase. Certain
investors may elect to purchase Class B shares if they determine it to be most
advantageous to have all their funds invested initially and intend to hold their
shares for an extended period of time. Investors in Class B shares should take
into account whether they intend to remain invested until the end of the
conversion period and thereby take advantage of the reduction in ongoing fees
resulting from the conversion into Class A shares. Other investors may elect to
purchase Class C shares if they determine that it is advantageous to have all
their assets invested initially and they are uncertain as to the length of time
they intend to hold their assets in the Fund. See especially the sections
"Summary of Expenses," "Alternative Purchase Arrangements," "How to Purchase
Shares" and "Investment Advisory and Other Services" in the prospectus for the
respective Portfolio.
The above policies go into effect October 1, 1995, and are reflected in
a revised prospectus for the Portfolios. These policies are in addition to, and
not intended to override, any other of your internal policies.
- 8 -
EXHIBIT 6(c)
SERVICE AGREEMENT
This AGREEMENT is entered into between __________________ ("Servicer")
and InterSecurities, Inc. ("Distributor") (collectively, "Parties"), effective
as of ______________, 19__.
WHEREAS, Distributor is a broker-dealer registered with the Securities
and Exchange Commission ("SEC") under the Securities Exchange Act of 1934 ("1934
Act") and a member of the National Association of Securities Dealers, Inc.
("NASD");
WHEREAS, Distributor is the principal underwriter for certain open-end
investment companies registered with the SEC under the Investment Company Act of
1940, as amended ("1940 Act"), and which are set forth in Schedule A attached
hereto ("Funds"), pursuant to an Underwriting Agreement between each Fund and
Distributor;
WHEREAS, each Fund offers for sale shares of the Fund, which may
include shares issued in separate series or classes ("Shares");
WHEREAS, certain of the Funds have adopted a plan of distribution
pursuant to Rule 12b-1 under the 1940 Act ("Plan") with respect to Shares and
approved the form of this Agreement pursuant to Rule 12b-1;
WHEREAS, Servicer desires to make it possible for its customers and
clients ("Investors") to purchase Shares and to act as the Investors' agent in
performing certain administrative support services in connection with purchases
and redemptions of Shares from time to time upon the order and for the account
of the Investors and to provide related services to the Investors in connection
with investments in the Funds ("Services"); and
WHEREAS, Distributor desires to retain Servicer to furnish the
Services;
NOW THEREFORE, in consideration of the foregoing and the mutual
premises and covenants herein contained, which consideration is full and
complete, Distributor and Servicer mutually agree as follows:
1. APPOINTMENT. Distributor hereby appoints Servicer to render or cause
to be rendered the Services set forth in Paragraph 2 of this Agreement with
respect to Investors. Servicer accepts such appointment and, while this
Agreement is in force, shall render the Services and the obligations set forth
herein for the compensation herein provided. Servicer's appointment hereunder is
non-exclusive, and the Parties recognize and agree that, from time to time,
Distributor may enter into service agreements with other entities. Servicer
shall prepare such quarterly reports in connection with such Services as
Distributor may reasonably request.
2. SERVICES TO BE PROVIDED. The Services to be provided by
Servicer pursuant to Paragraph 1 of this Agreement may include, but are not
limited to, the following Services:
(a) maintaining account records and providing subaccounting for
Investors that become shareholders of one or more of the Funds
("Shareholders");
(b) transmitting Shareholder orders to purchase, redeem, and
exchange Shares;
(c) transfer and receipt funds for the purchase and redemption of
shares, and confirming and reconciling all such transactions;
(d) review of activity in Shareholders' Fund accounts;
(e) assisting Investors or Shareholders to complete application forms
and designate and update dividend options, account designations
and mailing addresses;
(f) maintaining and distributing current copies of the Funds'
prospectuses and semi-annual and annual reports;
(g) transmitting proxy statements on behalf of the Funds and
receiving, tabulating and transmitting to the Funds proxies
executed by Shareholders with respect to meetings of Shareholders;
<PAGE>
(h) advertising and otherwise informing Investors of the
availability of Shares;
(i) providing assistance and review in designing materials relating to
the Funds to distribute to Investors and developing methods of
making such materials accessible to Investors and potential
Investors;
(j) responding to inquiries from Shareholders and Investors regarding
various matters relating to the Funds;
(k) providing, or assisting the Funds in obtaining, information from
Shareholders required by the Funds in connection with the
establishment of Fund accounts and the purchase of Shares;
(l) taking reasonable steps to ensure that taxpayer identification
numbers provided by Shareholders are correct and providing
Distributor with timely written notice of any failure to obtain
such correct taxpayer identification numbers; and
(m) providing such other services as may be agreed upon from time to
time and as may be permitted by applicable statutes, rules and
regulations.
The Services set forth above are illustrative. Servicer is not required
to perform each Service and may at any time perform either more or fewer
Services than described above as Servicer shall deem appropriate under the
circumstances.
3. EXPENSES. During the term of this Agreement, Servicer shall pay all
expenses incurred by it in connection with Services provided pursuant to this
Agreement, except out-of-pocket expenses incurred by Servicer in connection with
the transmittal of proxy materials to Shareholders and the tabulation and
submission to a Fund of proxies executed by Shareholders, for which Servicer may
obtain reimbursement from that Fund or its agent.
4. COMPENSATION. For the Services provided and the expenses assumed by
Servicer pursuant to this Agreement, Distributor shall pay Servicer the
compensation as set forth in Schedule B, attached hereto. Payment of this
compensation or the terms thereof may be modified or terminated at any time by
Distributor sending a new Schedule B to Servicer.
5. PURCHASES AND REDEMPTIONS OF SHARES.
(a) Orders received from Servicer for the purchase of Shares shall be
accepted by Distributor through Idex Investor Services, Inc.
("Transfer Agent"), only at the public offering price applicable
to each order as set forth in the then current prospectus and
statement of additional information (collectively, "Prospectus")
of the applicable Fund. The procedure relating to the handling of
orders shall be in accordance with oral or written instructions
that Distributor, Transfer Agent or the Fund shall forward to
Servicer from time to time. Payments for Shares ordered from
Distributor must be received together with Servicer's order and
shall be made as specified in the applicable Fund's Prospectus. If
payment for any purchase order is not received in accordance with
the terms of the applicable Fund's Prospectus, Distributor
reserves the right, without notice, to cancel the sale and to hold
Servicer responsible for any loss sustained as a result thereof.
All orders are subject to acceptance or rejection, in their sole
discretion, by Distributor, the Fund, or by the Transfer Agent
acting on behalf of Distributor and the Fund, and orders shall be
effective only upon confirmation by Distributor, the Fund, or the
Transfer Agent. Servicer shall place orders for Shares in
accordance with the minimum initial and subsequent purchase
requirements as set forth in the Prospectus of the Fund.
Distributor reserves the right in its discretion and without
notice to Servicer to reject any purchase request, suspend sales,
or withdraw the offering of Shares.
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<PAGE>
(b) Servicer shall in no event place orders for Shares unless it has
already received purchase orders from Investors for such Shares at
the applicable public offering price as set forth in the
Prospectus of the applicable Fund and subject to the terms
thereof. Servicer shall not offer or sell any Shares except under
circumstances that will result in compliance with all applicable
federal and state securities laws, and that in connection with
sales and offers to sell Shares, Servicer shall furnish to each
person to whom any such sale or offer is made, at or prior to the
time of the offering or sale, a copy of the then current
prospectus of the applicable Fund and, if requested, the then
current statement of additional information of the Fund.
Distributor shall supply Servicer with reasonable quantities of
prospectuses, statements of additional information, supplemental
sales literature, periodic reports and proxy solicitation
materials of the Funds upon request.
CHECK SECTION 5(C)(1) OR 5(C)(2), WHICHEVER IS APPLICABLE:
___(c)(1) Servicer shall make Shares available to Investors on a fully
disclosed basis, wherein Distributor shall confirm purchases and
redemptions directly to Investors as recordholders of the Shares
and the Transfer Agent will maintain records for each such
Investor. Servicer shall assist Distributor in obtaining all
information Distributor or the Funds may reasonably request in
connection with the Investors purchase and redemption of Shares.
Servicer hereby represents and warrants that it will have full
right, power and authority to effect transactions in Shares of the
Funds on behalf of Investors for whom it effects such
transactions.
or
___(c)(2) Servicer shall make Shares available to Investors on an "omnibus"
basis, wherein Servicer shall be the recordholder of the Shares
and will be responsible for subaccounting and the confirmation of
purchases and redemptions by the Investors. Each Fund, at the
request of regulatory authorities having jurisdiction over it, may
request, and in such event, Servicer shall furnish to that Fund, a
list of all Shareholders' accounts maintained by Servicer, showing
each account name, address and shareholding. Servicer shall
provide Distributor or the Fund with such other information as
they may reasonably request, including the location by state of
Shares sold. All information provided by Servicer to Distributor
shall be accurate and complete. Servicer hereby represents and
warrants that it will have full right, power and authority to
effect transactions in Shares of the Funds on behalf of Investors
for whom it effects such transactions.
(d) Servicer shall offer and sell Shares only in states and
jurisdictions in which the Shares are registered and qualified for
sale under, or are exempt from the requirements of, the respective
securities laws of such states and jurisdictions. Distributor
shall keep Servicer fully informed with respect to the states and
jurisdictions so qualified and exempt; however, Distributor
assumes no responsibility or obligation as to Servicer's right to
make available Shares in any state or jurisdiction.
(e) Orders received from Servicer for the redemption of Shares shall
be executed through the Transfer Agent only at the public offering
price applicable to each order as set forth in the Prospectus of
the applicable Fund and subject to the terms thereof.
(f) Exchanges (i.e., the investment of the proceeds from the
liquidation of the Shares of one Fund in the Shares of another
Fund) shall be made by Servicer subject to and in accordance with
the Prospectus of the applicable Fund.
6. INDEMNIFICATION. Servicer agrees to indemnify and hold harmless
Distributor, the Fund and the Transfer Agent, and their respective subsidiaries,
affiliates, officers, trustees, directors, agents and employees against any and
all direct and indirect claims, damages, liabilities, losses, expenses or costs
(including any legal or other expenses incurred in connection with investigating
or defending any such claim, damage, liability or loss) to which any of them
become subject arising from, related to, or otherwise connected with: (1) any
breach by Servicer of any provision of this Agreement; (2) any action or
omission of Distributor or the Funds in reliance upon any oral, written or
electronically transmitted communication given by or on behalf of Servicer which
Distributor or the Fund believes to be genuine; and (3) any act or failure to
act by Servicer. This Paragraph 6 shall survive the termination of this
Agreement.
- 3 -
<PAGE>
7. INFORMATION PERTAINING TO THE SHARES. Servicer and its officers,
employees and agents shall not (a) make any representation, or furnish to any
person any information, relating to the Funds or the Shares that is inconsistent
in any respect with the information contained in the respective Prospectuses of
the Funds (as then amended or supplemented) or any printed material provided to
Servicer by Distributor or the Funds, or (b) cause any written materials to be
used in connection with sale of Shares or any advertisement to be published in
any newspaper, broadcast by television, radio or other means, or posted in any
public place without the prior written consent of Distributor.
8. STATUS OF SERVICER.
(a) The signing of this Agreement and the purchase of Shares pursuant
hereto is a representation by Servicer that it is duly organized
and validly existing in good standing under the laws of the
jurisdiction in which it is organized and that it is either (i) a
"bank" as that term is defined by Section 3(a)(6) of the 1934 Act,
or (ii) a member in good standing with the NASD and a
broker-dealer registered under the 1934 Act affiliated with a
bank.
(b) If Servicer is a "bank," Servicer represents and warrants that it
shall act in accordance with all applicable federal and state
laws, including the rules and regulations of all applicable
federal and state bank regulatory agencies and authorities.
Servicer shall give written notice to Distributor promptly in the
event that Servicer shall cease to be a bank as defined in Section
3(a)(6) of the 1934 Act.
(c) If Servicer is a registered broker-dealer, Servicer represents and
warrants that it shall act in accordance with all applicable
federal and state laws and the Rules of Fair Practice of the NASD,
including Section 26 of Article III of such Rules. Servicer shall
notify Distributor immediately (1) in the event Servicer ceases to
be a member in good standing of the NASD or Servicer is found to
have violated any applicable federal or state law, rule or
regulation arising out of its activities as a broker-dealer or in
connection with this Agreement, or (2) upon the occurrence of any
other event which may otherwise materially affect its ability to
act in accordance with this Agreement.
(d) Servicer shall, for all purposes herein, be deemed to be an
independent contractor. Nothing in this Agreement shall be deemed
or construed to make Servicer an employee, agent, representative
or partner of Distributor or any Fund, and Servicer is not
authorized to act for a Fund or Distributor or to make any
representations on behalf of Distributor or any Fund.
9. SOLICITATION OR PROXIES. Servicer shall not solicit or cause to be
solicited, directly or indirectly, at any time, any proxies from the
Shareholders of any Fund in opposition to proxies solicited by management of the
Fund, unless a court of competent jurisdiction shall have determined that the
conduct of a majority of the Board of Trustees of the Fund constitutes willful
misfeasance, bad faith, gross negligence or reckless disregard of their duties.
This Paragraph 9 shall survive the termination of this Agreement.
10. ACTIVITIES OF SERVICER. The Parties recognize that Servicer may be
subject to the provisions of the Glass-Steagall Act of 1933, as amended, and
other federal and state laws and regulations governing the permissible
activities of banks and their affiliates. Servicer shall be solely responsible
for the determination that its activities and obligations pursuant to this
Agreement are permissible under such laws and regulations.
11. DURATION OF AGREEMENT. For each series or class of Shares with
respect to which a Fund has adopted a Plan, this Agreement shall continue in
effect for one year from the date of its execution and thereafter for successive
periods of one year, provided that the form of this Agreement is approved at
least annually by the Board of Trustees of that Fund, including a majority of
the members of the Board of Trustees of the Fund who are not interested persons
(as defined in the 1940 Act) of the Fund and have no direct or indirect
financial interest in the operation of the Fund's Plan or in any agreements
related to the Plan (the "Disinterested Trustees") case in person at a meeting
called for voting on such continuance.
- 4 -
<PAGE>
12. TERMINATION.
(a) Notwithstanding paragraph 11 hereof, this Agreement may be
terminated with respect to a particular Fund as follows:
(i) at any time, without the payment of any penalty, by the vote
of the Board of Trustees of the Fund, by the vote of a majority of
the Disinterested Trustees of the Fund, or by the vote of a
majority of the outstanding voting securities of the Fund, or
separate series or class thereof, as defined in the 1940 Act on
not more than sixty (60) days' written notice to the Parties to
this Agreement;
(ii) automatically in the event of the termination of the
Underwriting Agreement or the Administrative Services Agreement
between the Fund and Distributor;
(iii) automatically in the event of the assignment (as defined
in the 1940 Act) of this Agreement;
(iv) by either Party to the Agreement without cause by giving the
other Party at least sixty (60) days' written notice of its
intention to terminate;
(v) if Servicer is a bank, in the event of Servicer's ceasing to
be a bank as defined in Section 3(a)(6) of the 1934 Act; and
(vi) if Servicer is a registered broker-dealer, (1) in the event
Servicer ceases to be a member in good standing of the NASD or
Servicer is found to have violated any applicable federal or state
law, rule or regulation arising out of its activities as a
broker-dealer or in connection with this Agreement, or (2) upon
the occurrence of any other event which may otherwise materially
affect its ability to act in accordance with this Agreement.
(b) The termination of this Agreement with respect to any one Fund
will not cause the Agreement's termination with respect to any
other Fund.
13. NOTICES. Any notice under this Agreement shall be in writing and
shall be addressed and delivered, or mailed, postage prepaid to the other
Party's principal place of business, attention: Legal Department, or to such
other place as shall have been previously specified by written notice given to
the other Party.
14. AMENDMENTS TO AGREEMENT. This Agreement may be amended by
Distributor from time to time by the following procedure. Distributor shall
provide notice of the amendment to Servicer in the manner set forth in Paragraph
13. If Servicer does not object to the amendment within thirty (30) days after
its receipt, the amendment shall become part of this Agreement. Servicer's
objection must be in writing and be received by Distributor within such thirty
(30) days of Servicer's receipt of the amendment. Any order to purchase Shares
placed by Servicer after notice of any amendment to this Agreement has been sent
to Servicer shall constitute Servicer's agreement to such amendment.
- 5 -
<PAGE>
15. MISCELLANEOUS. This Agreement constitutes the entire agreement
between the Parties and no conditions or warranties shall be implied unless
expressly set forth herein. This Agreement and all of the rights and obligations
of the Parties hereunder shall be governed by and construed under the laws of
the State of Florida. To the extend that the applicable laws of the State of
Florida conflict with the applicable provisions of the federal securities laws,
the latter shall prevail. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their officers designated below.
-----------------------------
Servicer
(Please Print or Type)
-----------------------------
Address
-----------------------------
City State Zip Code
By: /s/
--------------------------
Name:
Title:
InterSecurities, Inc.
201 Highland Avenue
Largo, Florida 34640
By: /s/
-----------------------
Name:
Title:
- 6 -
<PAGE>
AMENDMENT TO
SCHEDULE A FOR SERVICE AGREEMENT
Distributor is the principal underwriter for each of the following registered
investment companies:
<TABLE>
<CAPTION>
IDEX Fund
IDEX II Series Fund
<S> <C>
IDEX II Growth Portfolio IDEX II Balanced Portfolio
Class A Shares Class A Shares
Class B Shares Class B Shares
Class C Shares Class C Shares
IDEX II Global Portfolio IDEX II Capital Appreciation Portfolio
Class A Shares Class A Shares
Class B Shares Class B Shares
Class C Shares Class C Shares
IDEX II Flexible Income Portfolio IDEX II Aggressive Growth Portfolio
Class A Shares Class A Shares
Class B Shares Class B Shares
Class C Shares Class C Shares
IDEX II Tax-Exempt Portfolio IDEX II Equity-Income Portfolio
Class A Shares Class A Shares
Class B Shares Class B Shares
Class C Shares Class C Shares
IDEX II Income Plus Portfolio IDEX II Tactical Asset Allocation Portfolio
Class A Shares Class A Shares
Class B Shares Class B Shares
Class C Shares Class C Shares
IDEX II C.A.S.E. Portfolio
Class A Shares
Class B Shares
Class C Shares
</TABLE>
Dated February 1, 1996
InterSecurities, Inc.
Principal Underwriter for
IDEX Fund and IDEX II Series Fund
By: /s/ G. John Hurley
-----------------------------
G. John Hurley, President
<PAGE>
AMENDMENT TO
SCHEDULE B FOR SERVICE AGREEMENT
A. With respect to each purchase of Shares of a Fund by or on behalf of an
Investor pursuant to an order placed by Servicer, Distributor shall pay
Servicer an amount equal to the dealer allowance, if any, specified in
the then current prospectus of that Fund that would be applicable to
that purchase of Shares if Servicer were acting as a dealer in that
transaction. The amounts due Servicer shall be paid quarterly; however,
if any Shares purchased by or through Servicer are redeemed or
repurchased within seven (7) days after Servicer's order to purchase
those Shares, Servicer shall refund to Distributor any fee paid to
Servicer as a result of that order.
B. For the personal services and/or maintenance of shareholder accounts
described in Paragraph 2 of the Service Agreement, Distributor shall
pay to Servicer a fee, computed on an annual basis and paid quarterly,
in an amount equal to the applicable percentage of the average
aggregate net asset value of the Shares of the Fund, as set forth
below, held by or on behalf of Investors. For the month and year in
which this Schedule B becomes effective or the Agreement terminates,
there shall be an appropriate proration of the fee payable hereunder
made on the basis of the number of days that the Schedule or Agreement,
as applicable, is in effect.
IDEX Fund N/A
IDEX II Series Fund:
IDEX II Growth Portfolio
Class A Shares 0.25%
Class B Shares 0.25%
Class C Shares 0.90%*
IDEX II Global Portfolio
Class A Shares 0.25%
Class B Shares 0.25%
Class C Shares 0.60%*
IDEX II Flexible Income Portfolio
Class A Shares 0.25%
Class B Shares 0.25%
Class C Shares 0.90%*
IDEX II Tax-Exempt Portfolio
Class A Shares 0.25%
Class B Shares 0.25%
Class C Shares 0.90%*
IDEX II Income Plus Portfolio
Class A Shares 0.25%
Class B Shares 0.25%
Class C Shares 0.90%*
IDEX II Balanced Portfolio
Class A Shares 0.25%
Class B Shares 0.25%
Class C Shares 0.90%*
IDEX II Capital Appreciation Portfolio
Class A Shares 0.25%
Class B Shares 0.25%
Class C Shares 0.90%*
1
<PAGE>
IDEX II Aggressive Growth Portfolio
Class A Shares 0.25%
Class B Shares 0.25%
Class C Shares 0.90%*
IDEX II Equity-Income Portfolio
Class A Shares 0.25%
Class B Shares 0.25%
Class C Shares 0.90%*
IDEX II Tactical Asset Allocation Portfolio
Class A Shares 0.25%
Class B Shares 0.25%
Class C Shares 0.90%*
IDEX II C.A.S.E. Portfolio
Class A Shares 0.25%
Class B Shares 0.25%
Class C Shares 0.90%*
- ---------------------------
* Consists of an annual distribution fee of up to 0.75%, and an annual
service fee of up to 0.25%; however the total fee payable may not on an
annualized basis exceed 0.90% of the average daily net assets of Class C shares
of each Portfolio (0.60% for the Tax-Exempt Portfolio). The Distributor
currently reallows the total distribution and service fees to Servicer for the
sale of Class C shares.
Dated February 1, 1996 InterSecurities, Inc.
Principal Underwriter for
IDEX Fund and IDEX II Series Fund
By: /s/ G. John Hurley
-------------------------------
G. John Hurley, President
2
EXHIBIT 6(d)
CONTRACTOR'S AGREEMENT
FOR THE WHOLESALING OF
IDEX FUNDS AND WRL VARIABLE PRODUCTS
This Agreement ("this Wholesaling Agreement") is entered into effective
January 1, 1995, by and among InterSecurities, Inc. ("ISI"), Western Reserve
Life Assurance Co. of Ohio ("WRL") and the undersigned ("Contractor"). ISI and
WRL are sometimes referred to collectively as "the Company".
RECITALS:
ISI is a registered Broker-Dealer and is engaged in retail
Broker-Dealer operations.
ISI also serves as the Principal Underwriter of certain securities,
including the group of mutual funds distributed under the name of IDEX Mutual
Funds (the "Funds") and certain variable annuity contracts and variable life
insurance policies issued by WRL (collectively, the "Variable Products" or,
individually, a "Variable Policy"). The Funds and the Variable Products are
sometimes referred to collectively as "Underwritten Securities". In its capacity
as Principal Underwriter (the " Principal Underwriter"), ISI may promote the
distribution of the Underwritten Securities by authorizing registered
Broker-Dealers or persons registered and associated with Broker-Dealers to act
as wholesalers for the Underwritten Securities.
Contractor is (check the applicable box):
[ ] a. a registered representative of ISI, holding a
Sales Representative Agreement with ISI and a General
Agent or Regional Director Agreement with WRL for
retail sales (referred to herein as an "ISI
Contractor"); or
[ ] b. a registered Broker-Dealer which [ ]does, [ ]
does not, hold a retail Selling Agreement(s) with
ISI for the retail sales of the Funds and/or the
Variable Products (referred to herein as a
"Broker-Dealer Contractor").
<PAGE>
In addition to Contractor performing any retail sales or recruiting and
supervising registered representatives to do so under (a) or (b) above,
Contractor desires to act as a wholesaler to assist in marketing the
Underwritten Securities to selling Broker-Dealers on behalf of the
Principal Underwriter.
AGREEMENT:
In consideration of the mutual promises, conditions, and covenants as
set forth below, the parties agree as follows:
1. APPOINTMENT AS WHOLESALER. ISI appoints and authorizes Contractor to
act as a wholesaler for the Underwritten Securities, pursuant to the
terms and conditions of this Wholesaling Agreement. Contractor shall,
and is hereby appointed to, solicit, place, support and endeavor to
maintain Selling Agreements with certain Broker-Dealers. "Selling
Agreement" for this purpose means a retail Dealer Sales Agreement or
similar agreement between a Broker-Dealer and the Principal Underwriter
for the retail selling by the Broker-Dealer of one or more of the
Underwritten Securities.
1.1 WHOLESALER EXCLUSIVE TO THE COMPANY. Contractor warrants that he does
not directly or indirectly wholesale any mutual funds, variable
annuities or variable life products in any territory other than the
Underwritten Securities. Contractor agrees he will not do so while this
Wholesaling Agreement is in effect.
2. ASSIGNED BROKER-DEALERS.
(a) ASSIGNED BROKER-DEALERS. The Contractor's appointment to act
as wholesaler hereunder shall be limited to "Assigned
Broker-Dealers". The term "Assigned Broker-Dealer" as used in
this Wholesaling Agreement shall mean and be limited to a duly
registered Broker-Dealer (other than an Ineligible
Broker-Dealer) who is designated in Exhibit I, attached to
this Wholesaling Agreement, as may be updated by ISI,
("Exhibit I").
(b) INELIGIBLE BROKER-DEALERS. The following Broker-Dealers shall
not be eligible for assignment to the Contractor under this
Agreement: (i) ISI itself or any other Broker-Dealer
subsidiary of AEGON USA, Inc.; (ii) WMA Securities, Inc.;
(iii) any financial institution doing business with the
Financial Markets Division of AEGON USA, Inc. or Broker-Dealer
affiliated with such an institution; (iv) any Broker-Dealer
holding a seat on a national stock exchange (unless expressly
shown on Exhibit I as an eligible Broker-Dealer); and (v) any
Broker-Dealer or branch office or registered representative
thereof designated in Exhibit I as "No Wholesaler Contact
Permitted" or as otherwise designated or restricted in Exhibit
I as not eligible for wholesaling.
(c) UPDATES OF EXHIBIT I. The Company may update Exhibit I from
time to time by giving written notice to all Wholesaling
Contractors. Updates to Exhibit I may delete Broker-Dealers
whose Selling Agreements have terminated or add new
Broker-Dealers. An update may also change the status of a
Broker-Dealer, branch office or registered representative from
"Ineligible" to "Assigned" or from "Assigned" to "Ineligible".
The Company agrees that no Broker-Dealer appearing on the
initial Exhibit I as "Assigned" will be subsequently changed
to "Ineligible" under Subparagraph 2.(b)(v).
(d) ERRORS AND OMISSIONS. The listings in the initial Exhibit I
and updates to Exhibit I may be lengthy documents containing
considerable data. While the Company
2
<PAGE>
will make diligent efforts to assure they are complete and
accurate when published, Contractor acknowledges that errors
in or omissions from the list could sometimes occur. Should
such an error or omission occur, the Company reserves the
right to correct the error or omission by giving written
notice to Contractor promptly after the Company learns of the
error or omission.
(e) REMOVAL OR TRANSFER OF AN ASSIGNED BROKER-DEALER FROM THE
CONTRACTOR. The Company reserves the right at any time to
remove or transfer an Assigned Broker-Dealer, or a branch
office or registered representative thereof, from the
Contractor by written notice to the Contractor if the
Contractor fails to meet in a Calendar Year the Individual
Production Goal of Contractor for that period, as described in
Schedule 1.
(f) SELLING AGREEMENT REQUIRED. The Contractor shall not
authorize, encourage, assist or knowingly permit an Assigned
Broker-Dealer or a registered representative thereof to
solicit, offer or sell an Underwritten Security unless the
required Selling Agreement between the Broker-Dealer and the
Company is in effect.
3. ASSIGNED TERRITORY. With respect to an Assigned Broker-Dealer, the
Contractor's territory under this Agreement shall be limited to
registered representatives thereof residing in the states or geographic
areas listed in Schedule 2 (referred to in this Wholesaling Agreement
as the "Assigned States" or the "Assigned Territory").
The Company will periodically review the Contractor's activity and
production within each area or state in the Assigned Territory. The
Company may, by giving written notice to the Contractor, remove an
Assigned State from the Contractor if the Contractor fails to produce
in that state at least 10% of the Contractor's Production Goals for
that Calendar Year.
4. COMMISSIONS ON THE FUNDS. While this Wholesaling Agreement is in
effect, the Company shall pay Contractor the commissions at the
percentage rates set forth in Schedule 3 on new sales (excluding
dividends and capital gains reinvested) of shares of the Funds
purchased while this Wholesaling Agreement is in effect under customer
accounts of an Assigned Broker-Dealer's registered representatives
residing in the Assigned Territory ("Commissionable Fund Sales").
5. COMMISSIONS ON THE VARIABLE PRODUCTS. While this Wholesaling Agreement
is in effect, the Company shall pay Contractor the commissions
described in Subparagraphs 5(a) and 5(b) on Commissionable Policies.
"Commissionable Policy" refers to a Variable Policy which meets all of
the following conditions or, where the context indicates, a premium
payment under such a policy: (i) the policy type or plan is included in
Schedule 4 or Schedule 5; (ii) the policy is applied for and issued
while this Wholesaling Agreement is in effect; (iii) the policy is sold
by an Assigned/Broker Dealer's registered representative residing in
the Assigned Territory; and (iv) pursuant to the terms and conditions
of the Assigned Broker-Dealer's Selling Agreement, the premium is
considered earned and commissionable and the Assigned Broker-Dealer's
commission for that policy is earned and payable to the Assigned
Broker-Dealer. Even though compensation may already have been paid on a
premium, a premium will no longer be treated as commissionable under
this Wholesaling Agreement and such commission will be charged back to
Contractor to the extent that, under the terms of the Assigned
Broker-Dealer's Selling Agreement, the Company charges a commission
back to the Assigned Broker-Dealer for any reason, including, for
example, but not limited to, premium being refunded or becoming
unearned; in the event Contractor has already received compensation on
a premium that is no longer commissionable, the Company will charge
back to Contractor all corresponding
3
<PAGE>
compensation received by Contractor with respect to such premium,
including any commissions, office allowance, or Production Bonus.
(a) COMMISSIONS ON PREMIUMS AND TRAIL COMMISSIONS. The Company
will pay the Contractor commissions on premiums and trail
commission on a Commissionable Policy. Schedule 4, the
Wholesaler Commission Schedule for Variable Life Policies,
attached, and Schedule 5, the Wholesaler Commission Schedule
for Variable Annuities, set forth the wholesaler commissions
on premiums and the wholesaler trail commissions for the
respective policies. Subject to all the conditions set forth
in Schedules 4 and 5, the Company shall pay Contractor on
Commissionable Policies the commissions on premiums and trail
commissions in an amount equal to the difference between: (i)
the commissions on premiums and trail commissions at the rates
as set forth in Schedule 4 or 5, as appropriate; minus (ii)
the commissions on premiums and trail commissions at the rates
provided for such Variable Policy in the Assigned Broker
Dealer's Selling Agreement. If such difference is negative:
(i) no compensation shall be payable under this Subparagraph;
and (ii) the amount of compensation otherwise payable to
Contractor under Subparagraph 6(b) for Variable Life Policies
or Variable Annuities, respectively, shall be reduced by this
negative difference but in no event shall be less than zero.
Should the Assigned Broker-Dealer's Selling Agreement
terminate or should the Assigned Broker-Dealer's right to
commissions thereunder divest, then for purposes of
calculating the difference due to Contractor under this
Wholesaling Agreement, the rates "provided for such Variable
Policy in the Assigned Broker-Dealer's Selling Agreement"
shall be deemed to be the commission rates last in effect
under the Assigned Broker-Dealer's Selling Agreement.
(b) VARIABLE PRODUCTS, OFFICE ALLOWANCE. Schedule 6 provides for
an office allowance commission on certain variable life plans.
Monthly, or at such other periods the Company may set, the
Company will pay the office allowance commission to the
Contractor on Commissionable Policies, at the rates and on the
certain types of plans specified in Schedule 6 ("Office
Allowance"). The Office Allowance is payable only on target
premium produced, as described in Schedule 6, and is subject
to all the conditions set forth in Schedule 6.
6. PRODUCTION BONUS. Any commissions payable to Contractor under
Paragraph 4 or 5 above, and any Production Bonus payable to Contractor
under this Paragraph, shall be the Contractor's sole compensation for
all services rendered and all expenses incurred by Contractor for the
wholesaling of the Underwritten Securities or any services contemplated
under this Wholesaling Agreement. On Commissionable Fund Sales and
Commissionable Policies, the Company will pay Contractor a Production
Bonus ("Production Bonus" or "Bonus"), subject to the following
conditions, while this Wholesaling Agreement is in effect:
(a) BONUS ON FUNDS. A Bonus is payable, in the amount of 0.05% of
the purchase price of Commissionable Fund Sales.
(b) BONUS ON VARIABLE PRODUCTS. A Bonus is payable on
Commissionable Policies at the following rates on the
following types of plans:
(i) A Bonus of 5% of annualized first year target premium
produced is payable on Type 1 of the Freedom Equity
Protector; the Company reserves the right, as part of
its pending conversion of computer systems, to change
this calculation in the future to 5% of collected
first year target premium.
4
<PAGE>
(ii) A Bonus of 0.25% of collected first-year premium is
payable on the Freedom Attainer and Freedom
Conqueror.
(c) PAYMENT OF BONUS. Monthly, or at such other periods as the
Company may set, the Company will pay the Contractor the Bonus
for that period. Bonuses will be charged back as described in
Paragraph 5 in the event a policy or premium payment is not
commissionable. Bonuses payable on annualized target premium
will also be subject to chargebacks calculated as set forth in
Schedule 6.
7. DUTIES AND SERVICES OF CONTRACTOR. Contractor shall provide
wholesaling services to WRL and to ISI as the Principal Underwriter as
shall be mutually agreed upon from time to time. These services shall
include but not be limited to:
(a) Assistance in determining target Broker-Dealers for Selling
Agreement procurement;
(b) Utilization of Contractor's experience and Broker-Dealer
relationships in order to procure Selling Agreements for ISI;
(c) Assistance in the management of Broker-Dealer relations;
(d) Utilization of Contractor's relationships with representatives
for the purpose of promoting the Underwritten Securities;
(e) Completion and updating of a formal marketing plan at least
annually;
(f) Quarterly sales forecasts;
(g) Arranging and presiding over educational and sales meetings of
Broker-Dealers and representatives on a periodic basis so as
to ensure that they are familiar with the features of the
Underwritten Securities;
(h) Providing sales and marketing assistance to the Assigned
Broker-Dealers and their representatives, where required, to
assist in the sale of the Underwritten Securities;
(i) Providing technical assistance to the Assigned Broker-Dealers,
their representatives and their administrative staff in the
ongoing servicing of shareholders of the Underwritten
Securities; and
(j) encourage persistency of business.
Contractor agrees Contractor shall not in any manner encourage or
assist Assigned Broker-Dealers or the representatives, employees or
agents thereof to: (i) make any representations not contained in or
consistent with the current prospectus of an Underwritten Security; or
(ii) otherwise solicit or offer the Underwritten Securities in
violation of any applicable insurance or securities law or regulation
or in violation of the Assigned Broker-Dealer's Selling Agreement with
the Company. No Contractor shall use, publish, distribute or promote,
without the prior written approval of the WRL Law Department and ISI
Compliance Department, any training, recruiting, sales or other
marketing material relating to WRL or ISI or directly or indirectly to
the Underwritten Securities.
8. VESTING OF COMMISSIONS UPON TERMINATION OF THIS WHOLESALING AGREEMENT.
(a) THE FUNDS. There is no vesting under this Wholesaling
Agreement of any compensation on the Funds. Payment of such
compensation shall cease with termination of this Wholesaling
Agreement.
(b) THE VARIABLE PRODUCTS, COMMISSIONS ON PREMIUMS AND TRAIL
COMMISSIONS. Commissions on Premiums and Trail Commissions on
Commissionable Variable Policies, to the extent payable, as
set forth in Schedule 4 and set forth in Schedule 5
respectively, shall continue to be payable after termination
of this Wholesaling Agreement ("vest") subject to the
following terms and conditions. (In any event,
5
<PAGE>
there is no vesting on policies issued or applied for after
the termination of this Wholesaling Agreement.) Such
Commissions shall vest only if: (i) the Company terminates
this Wholesaling Agreement under Paragraph 12(a), below, for
reasons other than Contractor's failure to meet Production
Goals; or (ii) this Wholesaling Agreement terminates due to
Contractor's death or disability under Subparagraph 12(b)(2)
or 12(b)3, below. Otherwise, such Commissions shall not vest.
Vesting shall be limited to five (5) years from the date of
termination of this Wholesaling Agreement. Vesting and payment
of vested commissions shall cease on the fifth anniversary of
termination of this Wholesaling Agreement or immediately upon
any of the other divesting events listed in Paragraph 9,
below, whichever occurs first. Where vesting is due to death
or total disability, vested commissions shall be limited to
80% of their normal rate; in that case, the Company will
retain the other 20% to assist the Company in providing
wholesaling services in the Contractor's absence.
(c) OFFICE ALLOWANCE AND BONUS. There is no vesting under this
Wholesaling Agreement of any Office Allowance or Bonus on any
Underwritten Securities. Payment of such compensation shall
cease with termination of this Wholesaling Agreement.
9. DIVESTING EVENTS. If vesting is in effect after termination of this
Wholesaling Agreement as described in Paragraph 8 above, such vesting
and payment of vested commissions shall cease on the fifth anniversary
of termination of this Wholesaling Agreement or, if earlier,
immediately upon any of the following events:
(a) SUBSEQUENT NOTICE OF CAUSE. Upon written notice from ISI or
WRL that there was cause for termination of this Wholesaling
Agreement, as provided for in Paragraph 12(c) below.
(b) TERMINATION OF CONTRACTOR'S INSURANCE AGENT LICENSE OR
INSURANCE APPOINTMENT IN CERTAIN STATES. Upon termination of
the Contractor's insurance agent license or termination of
Contractor's appointment with WRL, in the case of a policy in
a jurisdiction where WRL determines in its discretion that
state insurance law requires Contractor to be so licensed
and/or appointed in order for WRL to pay such vested
compensation to Contractor.
(c) AN ISI CONTRACTOR'S ASSOCIATION WITH ANOTHER BROKER-DEALER.
Upon termination of Contractor's association with ISI in
connection with Contractor becoming associated with another
Broker-Dealer. In that event, upon ISI and WRL's acceptance of
Contractor's assignment to such Broker-Dealer of the right to
receive Contractor's vested commissions as provided in
Subparagraph 16(c), the Company shall pay the remaining vested
commissions payable under this Wholesaling Agreement to such
assignee.
(d) VIOLATION OF PARAGRAPH 14. Upon violation by Contractor of
Paragraph 14 of this Wholesaling Agreement.
(e) TERMINATION OF SECURITIES LICENSE. Upon termination of
Contractor's securities license or registration, in the case
of commissions on a policy in a jurisdiction where ISI in its
discretion determines that state securities law requires
Contractor to continue to be securities registered in order to
receive such vested commissions.
(f) STATUTORY DISQUALIFICATION OF AN ISI CONTRACTOR. Upon any
event causing an ISI Contractor to be statutorily disqualified
to be associated with a Broker-Dealer as
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defined under Sec. 3 (a) (39) of the Securities and Exchange
Act of 1934 or Art. II, Sec. 4 of the Bylaws of the National
Association of Securities Dealer, Inc. ("NASD"), as either may
be amended from time to time.
10. RIGHT TO BUY-OUT.
(i) CONDITIONS OF BUY-OUT. The Company will pay Contractor a
payment or series of payments referred to as the "Buy-Out" if
the Company terminates this Contract under the following
circumstance and subject to all of the following conditions.
Contractor will be entitled to the Buy-Out if:
(a) The Company terminates this Contract under Paragraph
12(a); and
(b) As of the date of termination, the Contractor has met
his Individual Production Goal, set forth in Schedule
1 hereto, on a year-to-date basis for the current
year--and for the prior year; and
(ii) PAYMENT OF BUY-OUT. If payable, the Company will pay the
Buy-Out as follows. The Company will elect one of the
following methods and resulting amounts:
(a) The Company may pay Contractor in one lump sum an
amount equal to the total Wholesaler Compensation
actually earned by and paid to Contractor for the 12
full calendar months preceding the date of
termination; or
(b) The Company may continue to pay Contractor
commission, Office Allowance and Production Bonus on
new business written during the first 12 full
calendar months following the date of termination,
even though the Contract is terminated and even
though such compensation would not otherwise be
payable. New business written during that 12 month
period shall not be entitled to any vesting described
in Paragraph 8; otherwise, any vesting provided under
Paragraph 8 is not affected by Paragraph 10.
11. WHOLESALING REPRESENTATIVES. The Contractor may, at his discretion,
employ or appoint additional "Sub-Contractors" to represent Contractor
in Contractor's duties under this Agreement ("Wholesaling
Representative"). However, any such Wholesaling Representative is
required to be a duly registered representative or principal of a
registered broker/dealer. In connection with this Wholesaling
Agreement, Contractor shall neither cause nor permit any person who is
not so duly registered to act as a Wholesaling Representative or to
engage in any other conduct relating to this Wholesaling Agreement
which requires such registration. Contractor shall be solely
responsible for compensating any Wholesaling Representative for such
wholesaling activity. Before Contractor appoints or engages a person as
a Wholesaling Representative, Contractor shall obtain the prior written
consent of an officer of ISI and WRL.
12. TERMINATION.
(a) TERMINATION WITHOUT CAUSE BY THE COMPANY BY WRITTEN NOTICE.
This Wholesaling Agreement may be terminated without cause by
WRL or ISI giving written notice to Contractor at least thirty
(30) days prior to the date of termination (or less than 30
days upon written agreement of Contractor),
(b) OTHER TERMINATION WITHOUT CAUSE. This Wholesaling Agreement
will be terminated without cause as follows:
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(1) by Contractor giving a written notice mailed or
delivered to WRL and ISI, at least thirty (30) days
prior to the date of termination (or less than 30
days upon written agreement of ISI and WRL),
(2) when Contractor dies, if Contractor is a natural
person,
(3) when Contractor becomes totally and permanently
disabled, as determined by the Company based on the
opinion of a physician selected by the Company, if
Contractor is a natural person,
(4) upon the Contractor's dissolution, bankruptcy,
insolvency or assignment for the benefit of
creditors,
(5) upon Contractor's failure to acquire or continuously
maintain all licenses required by law, unless waived
in writing by ISI and WRL,
(6) upon termination without cause of Contractor's Agent,
General Agent or Regional Director, if Contractor is
an ISI Contractor, unless waived in writing by ISI
and WRL.
(c) TERMINATION FOR CAUSE. Upon Termination of this Wholesaling
Agreement for cause, Contractor will have no further rights
under this Agreement to any commissions or other compensation
otherwise payable under the terms of this Agreement or the
attached Schedule(s). A termination for cause will be
effective immediately upon Contractor's conviction of a
felony, or revocation of Contractor's license, or immediately
upon the Company sending Contractor a written notice of
termination for cause. This Agreement may be terminated for
cause as follows, if Contractor:
(1) withholds any funds due the Company, a Broker-Dealer,
or a customer of the Company,
(2) withholds any policies, documents or correspondence
that rightfully should have been transmitted to the
Company, or to an Assigned Broker-Dealer,
(3) fails to promptly return any property belonging to
the Company or to a policy applicant or an Assigned
Broker-Dealer when requested to do so,
(4) refuses to pay any indebtedness that Contractor owes
the Company under the terms of this Wholesaling
Agreement or any other agreement Contractor enters
into with the Company,
(5) is convicted of a felony or any state or jurisdiction
revokes, suspends or fails to renew Contractor's
license,
(6) violates any applicable insurance or securities laws
or regulations, as determined by the Company,
(7) has a required bond refused or cancelled,
(8) misrepresents any of the Company's products or
services, or causes, advises, aids or abets an
Assigned Broker-Dealer to do so,
(9) misrepresents or omits any material information on an
application for, or reinstatement of, a Policy, or
causes, advises, aids or abets an Assigned Broker-
Dealer to do so,
(10) commits or attempts to commit fraud against the
Company or any applicant or policyholder, or causes,
advises, aids or abets an Assigned Broker-Dealer to
do so,
(11) fail to comply with material terms of this
Wholesaling Agreement or the Company's published
rules and regulations,
(12) causes or attempts to cause employees,
representatives or agents of the Company to
discontinue their association with the Company, or
causes, advises, aids or abets an Assigned
Broker-Dealer to do so,
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(13) causes or attempts to cause any policyowner of WRL to
discontinue any WRL policy, or causes, advises, aids
or abets an Assigned Broker-Dealer to do so, or
(14) falsifies or omits material information provided to
the Company.
If this Wholesaling Agreement was terminated without cause,
and the Company later determines there was cause, the Company
may change its previous action by giving Contractor written
notice of termination for cause.
13. INDEMNIFICATION. With respect to duties, services and activities
contemplated under this Wholesaling Agreement: (i) Contractor will
indemnify and hold harmless ISI, WRL, and the employees, agents,
officers, directors, affiliates, or successors of ISI and WRL from and
against any and all loss, cost, claims, or damage, including attorneys'
fees, arising out of any negligent, fraudulent, or intentional acts,
omissions or errors of Contractor or Contractor's Wholesaling
Representatives; and (ii) ISI and WRL will indemnify and hold harmless
Contractor and any Wholesaling Representatives, employees, agents,
officers, directors, affiliates, or successors of Contractor, from and
against any and all loss, cost, claims, or damage, including attorneys'
fees, arising out of any negligent, fraudulent, or intentional acts,
omissions or errors of ISI or WRL.
14. NON-REPLACEMENT COVENANTS. Contractor acknowledges that the
relationships between the Company and Assigned Broker-Dealers have been
established by the Company over a period of time and that the Company
has invested considerable time and resources to encourage and maintain
its Broker-Dealer relationships and blocks of business. While this
Wholesaling Contract is in effect and for a period of five years after
termination of this Wholesaling Agreement, Contractor agrees that:
(a) Contractor will not encourage, aid or abet any customer,
agent, representative or Broker-Dealer to engage in a pattern
of replacing or attempting to replace any existing Fund
accounts or WRL policies with those of other mutual funds or
life insurance companies.
Contractor understands that the Company is entitled to obtain from a
court of competent jurisdiction an order enjoining Contractor from any
conduct prohibited in Subparagraph 14(a).
15. INDEPENDENT CONTRACTOR. As an independent contractor, Contractor is
free to exercise his discretion and judgment as to time, place and
means of performing all acts hereunder. Nothing in this Wholesaling
Agreement is intended to create a relationship of employer and employee
between the Company and Contractor.
16. MISCELLANEOUS PROVISIONS.
(a) ENTIRE CONTRACT. This Wholesaling Agreement contains the
entire agreement of the parties relating to the wholesaling of
the Underwritten Securities. This Wholesaling Agreement, as of
its effective date, revokes and supersedes any previous
agreement or arrangement between the parties relating to the
wholesaling of the Underwritten Securities.
(b) MODIFICATION. Neither ISI nor WRL shall be bound by any
promise, agreement, understanding or representation relative
to the subject matter of this Wholesaling Agreement, unless
the same is made in writing, signed by an officer of ISI and
WRL, which expresses by its terms an intention to modify this
Wholesaling Agreement. WRL and ISI reserve the right to revise
any Schedule or Exhibit to
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this Wholesaling Agreement and to change any compensation
under this Wholesaling Agreement by giving thirty days advance
written notice to Contractor. Any such revised Schedule or
Exhibit or notice of change in compensation shall take effect
prospectively and shall not apply to policies or accounts
written prior to the effective date of the revision or notice.
(c) ASSIGNMENT. Except as provided in this Subparagraph, this
Wholesaling Agreement shall not be assigned or transferred by
Contractor. No assignment of this Wholesaling Agreement or
Contractor's compensation hereunder shall be valid unless
consented to by the Company and made in a writing acceptable
to the Company and signed by ISI, WRL, the Contractor and
assignee or transferee. Notwithstanding the above, if while
this Wholesaling Agreement is in effect, an ISI Contractor
becomes registered as a Broker-Dealer or becomes registered or
associated with another registered Broker-Dealer, then the
Company, in its sole discretion, may elect to continue this
Agreement and consent to Contractor's assignment of this
Agreement to the Contractor's successor Broker-Dealer.
(d) WAIVER. Failure by the Company or failure by Contractor to
insist upon compliance by the other party with any terms or
conditions of this Wholesaling Agreement shall not be
construed as a waiver of any rights under this Wholesaling
Agreement. Any such failure shall not be construed to waive
succeeding breaches of those terms or conditions or any
breaches of any other provision.
(e) NOTICES. Any notice given in connection with this Wholesaling
Agreement shall be deemed to be provided when it is sent first
class mail or by courier to the addresses set forth below, or
to the last address of record such party designates in
writing:
If to ISI: InterSecurities, Inc.
201 Highland Ave.
Largo, FL 34640
Attn: President
If to WRL: Western Reserve Life Assurance Co. of Ohio
201 Highland Ave.
Largo, FL 34640
Attn: Diane Rogers, Vice President
If to Contractor: the address at Contractor's signature at the
end of this Wholesaling Agreement
(f) CONTROLLING LAW, VENUE. This Wholesaling Agreement and all
questions relating to its validity, interpretation,
performance and enforcement shall be governed by and construed
in accordance with the laws of Florida. No suit shall be
brought by Contractor against ISI or WRL relating to this
Wholesaling Agreement except in the appropriate court of the
State of Florida, Pinellas County, or,in the case of federal
jurisdiction, in the U.S. District Court for the Middle
District of Florida.
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(g) SEVERABILITY. If any term or provision of this Wholesaling
Agreement, or any application thereof, shall be invalid or
unenforceable, the remainder of this Wholesaling Agreement,
and any other application of such provision, shall not be
affected thereby.
(h) HEADINGS. The headings and titles of Paragraphs contained in
this Wholesaling Agreement are for convenience only and have
no effect upon the construction or interpretation of any part
of this Wholesaling Agreement.
(i) COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but
all of which constitute one and the same instrument.
This Wholesaling Agreement is made by the parties in Largo, Florida and
executed by each on the dates shown below.
CONTRACTOR INTERSECURITIES, INC.
By:________________________________ By:___________________________
Name:______________________________ Name:_________________________
Date:______________________________ Title:________________________
Date:_________________________
WESTERN RESERVE LIFE ASSURANCE
CO. OF OHIO
By:________________________________
Name:______________________________
Title:_____________________________
Date:______________________________
11
EXHIBIT 7
DEFERRED COMPENSATION PLAN
FOR
TRUSTEES OF IDEX FUND, IDEX II SERIES FUND AND IDEX FUND 3
AND FOR
DIRECTORS OF WRL SERIES FUND, INC.
ARTICLE I
PURPOSE & AUTHORITY
1.1 PURPOSE. The purpose of the Plan is to offer Trustees and
Directors the opportunity to defer receipt of a portion of their fees from the
Funds, under terms advantageous both to the Trustees and Directors and to the
Funds.
1.2 EFFECTIVE DATE. The Plan is effective as of January 1,
1996.
1.3 AUTHORITY. Any decision made or action taken by the Funds
and any of its officers or employees involved in the administration of this
Plan, or any member of the Committee, arising out of or in connection with the
construction, administration, interpretation and effect of the Plan shall be
within the absolute discretion of all and each of them, as the case may be, and
will be conclusive and binding on all parties. No officer or employee of the
Funds shall be liable for any act or action hereunder, whether of omission or
commission, by any other member or employee or by any agent to whom duties in
connection with the administration of the Plan have been delegated or, except in
circumstances involving the member's or employee's bad faith, for anything done
or omitted to be done by himself or herself.
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ARTICLE II
DEFINITIONS
2.1 "ACCOUNT" means, for any Participant, the memorandum
account established for the Participant under Section 4.1.
2.2 "ACCOUNT BALANCE" means, for any Participant as of
any date, the aggregate amount reflected in his or her Account.
2.3 "BENEFICIARY" means the person or persons designated
from time to time in writing by a Participant to receive payments under the Plan
after the death of such Participant or, in the absence of such designation or in
the event that such designated person or persons predeceases the Participant,
the Participant's estate.
2.4 "COMMITTEE" means the committee established by the
Boards of Trustees and the Board of Directors (as applicable) of the Funds to
administer the Plan.
2.5 "DEFERRAL ELECTION" means an election by a Trustee or
Director to defer a portion of his or her fees from the Funds under the Plan, as
described in Section 3.1.
2.6 "DIRECTOR" means a member of the Board of Directors
of WRL Series Fund, Inc.
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2.7 "FUND" means IDEX Fund, IDEX II Series Fund, IDEX
Fund 3, or WRL Series Fund, Inc.
2.8 "PARTICIPANT" means a Trustee or Director or a former
Trustee or Director who has made a Deferral Election and who has not received a
distribution of his or her entire Account Balance.
2.9 "PLAN" means the Deferred Compensation Plan for
Trustees of IDEX Fund, IDEX II Series Fund and IDEX Fund 3 and for Directors of
WRL Series Fund, Inc.
2.10 "REVISED ELECTION" means an election made by a
Participant, in accordance with Section 5.2, to change the date as of which
payment of his or her Account Balance is to commence and/or the form in which
such payment is to be made.
2.11 "TRUSTEE" means a member of the Board of Trustees of
IDEX Fund, IDEX II Series Fund or IDEX Fund 3, including a trustee emeritus.
2.12 "VALUATION DATE" means each March 31, June 30,
September 30, December 31, and such other dates as may be determined by the
Committee.
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ARTICLE III
DEFERRAL OF COMPENSATION
3.1 DEFERRAL ELECTION.
(a) During any calendar year, each individual
who is a Trustee or Director for such calendar year may, by properly completing
a Deferral Election, elect to defer all or a portion of the fees that, absent
deferral, would be paid to him or her for services rendered during the next
following calendar year.
(b) To be effective, a Deferral Election must be
made in writing by the Trustee or Director on a form furnished by the Committee
on or before the September 30 preceding the calendar year during which the
amounts to be deferred, absent deferral, would be paid to the Trustee or
Director; provided, however, that an individual who becomes a Trustee or
Director after the effective date of the Plan (as set forth in Section 1.2) may
make a Deferral Election with respect to fees that, absent deferral, would be
paid to him or her during the remainder of the calendar year in which he or she
becomes a Trustee or Director by filing the required written election with the
Committee on or before the date that is 30 days after the date on which he or
she becomes a Trustee or Director.
(c) Notwithstanding any provision of the Plan to
the contrary, a Trustee or Director may make a Deferral Election with respect to
fees that, absent deferral, would be paid to him or her in 1996 by filing the
required written election with the Committee on or before January 30, 1996.
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(d) Once made, a Deferral Election shall become
effective upon approval by the Committee and is thereafter irrevocable, except
to the extent otherwise provided in Section 5.2. A Deferral Election will be
deemed to have been approved by the Committee if it is not disapproved by the
Committee within ten days of the date on which it is received.
(e) A Deferral Election filed by a Trustee or a
Director must specify either a percentage or a certain dollar amount of his or
her fees to be deferred under the Plan. In addition, the Deferral Election must
specify the date on which payment of the Trustee's or the Director's Account
Balance is to commence and the manner in which such payment is to be made.
(1) The Trustee or Director must
specify the date as of which payment of his or her Account Balance is to
commence and may specify that such payment is to commence as of:
(A) the termination of his or
her status as a Trustee or Director; or
(B) a specific date (which may
be determined by reference to the termination of his or her status as a Trustee
or Director) that is at least five years after the date on which the amounts to
be deferred, absent deferral, would be paid to the Trustee or Director.
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(2) The Trustee or Director must
specify the manner in which payment of his or her Account Balance is to be made
and may specify that such payment is to be made either in a single sum or in a
number of quarterly installments (not to exceed 40).
(f) Deferrals of a Trustee's or a Director's
fees shall be credited to the Plan ratably throughout the year (or, where
applicable, the portion of the year) to which the Deferral Election applies.
(g) Unless the Deferral Election form
specifically provides otherwise, a Deferral Election shall expire as of the last
day of the calendar year that includes the first day on which any amount, absent
deferral, would be paid to the Trustee or Director.
ARTICLE IV
TREATMENT OF DEFERRED AMOUNTS
4.1 MEMORANDUM ACCOUNT. The Funds shall establish on
their books an Account for each Participant. Amounts deferred by a Participant
pursuant to a Deferral Election shall be credited to the Participant's Account
on the date on which the deferred amounts, absent deferral, would have been paid
to the Participant. In addition, as of each Valuation Date, incremental amounts
determined in accordance with Section 4.2 will be credited or debited to each
Participant's Account. Any payments made to or on behalf of the Participant and
for his or her Beneficiary shall be debited from the Account. No assets shall be
segregated or earmarked in respect to any Account and no Participant or
Beneficiary shall have any right to assign,
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transfer, pledge or hypothecate his or her interest or any portion thereof in
his or her Account. The Plan and the crediting of Accounts hereunder shall not
constitute a trust or a funded arrangement of any sort and shall be merely for
the purpose of recording an unsecured contractual obligation of the Fund.
4.2 HYPOTHETICAL INVESTMENT DESIGNATION.
(a) Subject to the provisions of this Section 4.2, a
Participant's Account shall be credited or debited with amounts equal to the
amounts that would be earned or lost with respect to the Participant's Account
Balance if amounts equal to that Account Balance were actually invested in A
Shares of the IDEX II Series Fund in the manner specified by the Participant. In
determining the number of such shares by which a Participant's Account Balance
will be determined as of any date, no front-end sales charge will be applied.
(b) Each Participant shall elect, in 10 percent
increments, one or more of the portfolios available under the IDEX II Series
Fund to be used as a measure of the hypothetical investment performance of his
or her Account. Any such election shall continue in effect until modified by a
subsequent election. A Participant may modify his or her hypothetical investment
designations in accordance with rules prescribed by the Committee.
(c) Any investment designation made under this Section
shall be hypothetical only. No Fund shall be obligated to invest any amounts in
the portfolios selected by a Participant, but will merely maintain bookkeeping
entries to reflect the hypothetical earnings or
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losses that would have been credited to or debited from the Participant's
Account if in fact amounts had been invested in the selected portfolios.
(d) Notwithstanding the foregoing, until such time as an
exemptive order is granted with respect to the Plan by the Division of
Investment Management of the Securities and Exchange Commission which has the
effect of permitting hypothetical investment performance to be measured by the
performance of a Fund or Funds, each Account shall be deemed to earn interest at
an annual rate, effective on each January 1, determined by the Committee;
provided, however, that if the Committee does not select a new interest rate on
or prior to any subsequent January 1, the rate in effect prior to such date
shall remain in effect until a new rate is determined by the Committee. The
initial interest rate shall be six percent.
ARTICLE V
PAYMENT OF DEFERRED AMOUNTS
5.1 FORM AND TIME OF PAYMENT. The benefits to which a
Participant or a Beneficiary may be entitled under the Plan shall be paid in
accordance with this Section 5.1.
(a) All payments under the Plan shall be made in cash.
(b) Except as otherwise provided in Section 5.2 or
Section 5.3, payment of a Participant's Account Balance shall commence as of the
Valuation Date next following the date or dates specified in the Participant's
Deferral Election or Elections or (where applicable) the Participant's Revised
Election or Elections; provided, however, that where the Participant's Deferral
Election or Elections or (where applicable) the Participant's Revised Election
or
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Elections specify that payments with respect to a Participant's Account Balance
are to commence as of a specified date or specified dates not determined by
reference to the termination of the Participant's status as a Trustee or
Director and the Participant's status as such terminates prior to such date or
dates, payment of the portion of the Participant's Account Balance that was
deferred to such date or dates shall commence as of the Valuation Date next
following the termination of the Participant's status as a Trustee or Director.
(c) All payments shall be made in the form or forms
specified in the Participant's Deferral Election or Elections or (where
applicable) the Participant's Revised Election or Elections.
(d) To the extent a Participant has not specified the
form or time of payment of his or her Account Balance, payment will be made in a
single sum as soon as administratively practicable, but in any event within 90
days, after the first Valuation Date following the termination of the
Participant's status as a Trustee or a Director.
(e) Notwithstanding any election made by a Participant,
any portion of a Participant's Account Balance that has not been paid to the
Participant as of the date of his or her death shall be paid to the
Participant's Beneficiary in the form elected by the Participant. If the
Participant dies after payments of his or her Account Balance have begun,
payments will continue as if the Participant had not died. If the Participant
dies before payments have commenced, payments will commence as soon as
administratively practicable, after the
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Valuation Date following the date on which the Committee receives notification
of the Participant's death.
5.2 REVISED ELECTION.
(a) Pursuant to a Revised Election, a Participant may
specify:
(1) a date for the commencement of the payment
of the Participant's Account Balance that is after the date specified in the
Participant's Deferral Election; and/or
(2) a form of payment that calls for a greater
number of installment payments than that specified in the Participant's Deferral
Election, or a number of annual installment payments where the Participant
specified a single sum payment in his or her Deferral Election.
(b) If a Participant has made a Revised Election with
respect to amounts the payment of which has been deferred to a certain date, the
Participant may not thereafter make another Revised Election with respect to
amounts the payment of which, as of the date on which such Revised Election is
made and before giving effect to the Revised Election, has been deferred to the
same date.
(c) To be effective, a Revised Election must be:
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(1) made in writing by the Participant on a form
furnished for such purpose by the Committee;
(2) submitted to the Committee on or before the
date that is one year and one day before the date on which the portion of the
Participant's Account Balance that is the subject of the Revised Election would,
absent the Revised Election, first become payable; and
(3) approved by the Committee. A Revised
Election will be deemed to have been approved by the Committee if it is not
disapproved by the Committee within ten days of the date on which it is
received.
5.3 PAYMENTS IN THE EVENT OF FINANCIAL HARDSHIP. (a)
Notwithstanding any other provision of the Plan to the contrary, a Participant
may receive payment of all or a portion of his or her Account Balance as soon as
administratively practicable following the approval by the Committee of a
written application for such payment which demonstrates that the Participant has
incurred a severe financial hardship as a result of an unanticipated emergency
beyond the control of the Participant. The amount of any payment made pursuant
to this Section 5.3 shall be limited to the amount necessary to meet the
financial hardship (including any taxes that Participant will be required to pay
as a result of the payment).
(b) Where a Participant receives a payment of less than
his or her entire Account Balance pursuant to Subsection 5.3(a), the portion of
the Participant's Account Balance
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to which each hypothetical investment Fund designation is applied shall be
reduced proportionately so that the investment Fund designations apply to the
Participant's Account Balance in the same percentages immediately before and
immediately after the payment.
5.4 ACCELERATION OF PAYMENT.
(a) Notwithstanding any provision of the Plan to the
contrary, in the event the Committee determines that any portion of a
Participant's Account Balance is the subject of a final determination by the
Internal Revenue Service that such portion is includible in the Participant's
taxable income, the Participant's Account Balance shall be distributed to the
extent it is so includible. All income taxes and related interest and penalties
associated with credits to or distributions from a Participant's Account shall
be borne by the Participant.
(b) Notwithstanding any other provision of this Plan to
the contrary, the portion of any Account Balances attributable to fees earned
from a Fund shall be paid to all or any group of similarly situated Participants
or Beneficiaries, whether before or after the termination of the Participants'
status as Trustees or Directors, upon the dissolution, liquidation or winding up
of such Fund, whether voluntary or involuntary, or the disposition of all or
substantially all of the Fund's assets (unless the Fund's obligations under the
Plan have been assumed by a financially responsible party purchasing such
assets) or upon the merger or consolidation of the Fund (unless prior to the
merger or consolidation the Fund's Boards of Trustees determines that the
deferrals under the Plan shall survive the merger or consolidation).
- 12 -
<PAGE>
ARTICLE VI
MISCELLANEOUS
6.1 AMENDMENT. The Committee may modify or amend, in
whole or in part, any of or all the provisions of the Plan, or suspend or
terminate it entirely; provided, however, that any such modification, amendment,
suspension or termination may not, without the Participant's consent, adversely
affect any deferred amount credited to him or her for any period prior to the
effective date of such modification, amendment, suspension or termination. The
Plan shall remain in effect until terminated pursuant to this provision.
6.2 ADMINISTRATION. The Committee shall have the sole
authority to interpret the Plan and in its discretion to establish and modify
administrative rules for the Plan. All expenses and costs in connection with the
operation of this Plan shall be borne by the Corporation. The Corporation shall
have the right to deduct from any payment to be made pursuant to this Plan any
federal, state or local taxes required by law to be withheld, and any associated
interest and/or penalties.
6.3 GOVERNING LAW. The Plan shall be construed and its
provisions enforced and administered in accordance with the laws of the state of
Florida, except as such laws may be superseded by the federal law.
- 13 -
EXHIBIT 9
IDEX II AND IDEX INVESTOR SERVICES, INC.
TRANSFER AGENCY AGREEMENT
THIS TRANSFER AGENCY AGREEMENT is made and entered into as of this
_1st__ day of _February__, 1988 between IDEX II, a Massachusetts business trust
and registered investment company with its principal place of business at 600
Cleveland Street, Suite 800, Clearwater, Florida 34615, (the "Fund") and IDEX
Investor Services, Inc., a registered transfer agent with offices at 600
Cleveland Street, Suite 1000, Clearwater, Florida, 34615 (the "Transfer Agent").
In consideration of the mutual covenant herein contained, the parties
hereto agree as follows;
1. APPOINTMENT.
(a) The Fund hereby employs and appoints Transfer Agent as its transfer
agent and dividend disbursing agent effective February 1, 1988, for all shares
of beneficial interest of the Fund, now or hereafter issued, and for any further
class or classes of shares that the Fund subsequently may issue.
(b) Transfer Agent hereby accepts such employment and appointment and
agrees that it will act as the Fund's transfer agent and dividend disbursing
agent, and that in connection therewith, it will perform all of the usual and
ordinary services of a transfer agent and dividend disbursing agent, including,
without limitation, the following services and functions: issuing, transferring
and cancelling certificates of shares of beneficial interest, maintaining all
shareholder accounts, preparing shareholder meeting lists, mailing proxies,
receiving and tabulating proxies, mailing shareholder reports and prospectuses,
withholding taxes on non-resident alien and foreign corporation accounts, for
pension and deferred income, back-up withholding or other instances agreed upon
by the parties, preparing and mailing checks for disbursement of income
dividends and capital gains distributions, preparing and filing Form 1099 for
all shareholders, preparing and mailing confirmation forms to shareholders and
dealers for all transactions in shareholders accounts for which confirmations
are required, recording reinvestments of dividends and distributions in Fund
shares, recording redemptions of Fund shares and preparing and mailing checks
for payments upon redemptions and for disbursements to systematic withdrawal
plan holders.
(c) It is understood that the Transfer Agent is an affiliate of the
Fund's investment adviser, IDEX Management, Inc. (the "Adviser") and the Fund's
Principal Underwriter, Pioneer Western Distributors, Inc. ("Distributor"), and
that directors, officers, employees and agents of the Transfer Agent may be
interested in the Adviser, the Distributor or the Fund, or all of them, as
trustees, directors, officers, employees, agents, shareholders, or otherwise, of
the Adviser, the Distributor, the Fund or all of them.
(d) The Fund understands and agrees that the Transfer Agent may, in its
discretion, subcontract for certain of the services to be provided hereunder.
2. REPRESENTATIONS AND WARRANTIES OF TRANSFER AGENT. Transfer Agent
represents and warrants to Fund that:
(a) It is a corporation duly organized and existing in good standing
under the laws of the State of Florida.
(b) It is registered as a transfer agent to the extent required under
the Securities Act of 1934.
3. REPRESENTATIONS AND WARRANTIES OF THE FUND. The Fund represents and
warrants to Transfer Agent that:
(a) It is a business trust duly organized and existing in good standing
under the laws of the Commonwealth of Massachusetts.
(b) It is an open-end diversified management investment company
registered under the Investment Company Act of 1940, as amended.
<PAGE>
(c) A registration statement under the Securities Act of 1933 has been
filed and is effective with respect of all shares of the Fund to be offered for
sale.
(d) The Fund has the power under applicable laws and under its
Declaration of Trust and Bylaws to enter into and perform this Agreement.
4. DOCUMENTS TO BE SUPPLIED.
(a) On or before the effective date of this Agreement, Fund shall
deliver to the Transfer Agent the following documents:
(1) A certified copy of the Fund's Declaration of Trust and all
amendments thereto;
(2) A certified copy of the Bylaws of the Fund as then in effect;
(3) Certified copies of the resolutions of the Trustees of the Fund
authorizing the execution of this Agreement and designating certain authorized
persons to give instructions to Transfer Agent and to sign certificates of
shares of beneficial interest of the Fund;
(4) A specimen certificate for shares of the Fund in the form
approved by the Trustees, accompanied by a certificate of the Secretary of the
Fund as to such approval;
(5) Specimens of the signatures of the officers of the Fund
authorized to sign certificates of shares of beneficial interest and of
individuals authorized to sign written instructions and requests;
(6) Copies of account application forms and other documents relating
to shareholder accounts;
(7) Copies of the registration statement and amendments thereto,
filed with the Securities and Exchange Commission;
(8) Copies of all agreements then in effective between the Fund and
any agent with respect to the issuance, sale or cancellation of shares;
(9) A legal memorandum with respect to the status of shares of
beneficial interest of the Fund under state securities laws; and
(10) An opinion of counsel for the Fund with respect to the validity
of the shares of beneficial interest of the Fund.
(b) From time to time during the term of this agreement, the Fund shall
also furnish the Transfer Agent with the following documents:
(1) A certified copy of any amendment to the Declaration of Trust
and Bylaws of the Fund;
(2) Certified copies of each additional resolution of the Trustees
of the Fund designating authorized persons to give instructions to the Transfer
Agent;
(3) Certificates as to any change in officers, trustees or
authorized persons of the Fund;
(4) Each registration statement filed with the Securities and
Exchange Commission, and each amendment and/or with respect thereto, with
respect to the sale of shares of the Fund;
(5) Specimens of any new certificates for Fund shares accompanied by
appropriate resolutions of the Trustees of the Fund approving such forms;
(6) Such other documents, certificates or opinions as the transfer
agent may reasonably request.
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<PAGE>
5. COMPENSATION AND EXPENSES.
(a) In consideration for its services hereunder as transfer agent and
dividend disbursing agent, the Fund shall pay to Transfer Agent fees in
accordance with the Fee Schedule attached hereto as Exhibit A.
(b) The compensation agreed to in this Agreement may be changed from
time to time by the parties by attaching to this Agreement a revised Fee
Schedule, dated and signed by an authorized officer of each party, and a
certified resolution of the Trustees of the Fund authorizing such revised Fee
Schedule.
(c) In addition to the Transfer Agent fee paid pursuant to subparagraph
(a), above, Fund agrees to reimburse Transfer Agent for all reasonable
out-of-pocket expenses or advances in connection with the performance of
services under this Agreement, including, without limitation, postage,
envelopes, printing, check forms, forms for reports and statements, stationery,
microfilming, telephone and telegraph charges, including charges for a telephone
drop line, and similar items. Transfer Agent will provide to Fund, not less
frequently than monthly, a detailed accounting of all out-of-pocket expenditures
made by Transfer Agent on behalf of the Fund.
(d) Transfer Agent shall bill the Fund as soon as practicable after the
end of each calendar month for the fee due for that month, and said billings
shall be detailed in accordance with the Fee Schedule of the Fund. The Fund
shall promptly pay to the Transfer Agent the amount of such billing.
6. SALE OF SHARES.
(a) Whenever the Fund shall sell or cause to be sold any shares of
beneficial interest, the Fund shall provide or cause to be provided to the
Transfer Agent information concerning such sales, including: (i) the number of
shares sold, the trade date and price; (ii) the amount of money to be delivered
to the Custodian of the Fund for the sale of such shares; (iii) in the case of a
new account, a new account application or sufficient information to establish an
account.
(b) The Transfer Agent will, upon receipt by it of a check or other
payment identified by it as an investment in shares of the Fund and drawn or
endorsed to the Transfer Agent as agent for, or identified as being for the
account of, the Fund, promptly deposit such check or other payment to the
appropriate account and shall cause the investment to be duly recorded on the
shareholder records of the Fund. The Transfer Agent will notify the Fund, or its
designee, and the Custodian of all purchases and related account adjustments.
Out of the money received in payment for shares, Transfer Agent shall pay to the
Custodian the net asset value per share and shall pay to the Fund's Principal
Underwriter its commission.
(c) Upon receipt of the information required under subparagraph (a) and
notification from the Custodian that such money has been received by it, the
Transfer Agent shall issue to the purchaser or his authorized agent such shares
as he is entitled to receive, based upon the appropriate net asset value of the
Fund's shares, determined in accordance with applicable federal law or
regulation, as described in the Fund's current prospectus. In issuing shares to
a purchaser or his authorized agent, the Transfer Agent shall be entitled to
rely upon the latest written directions, if any, previously received by the
Transfer Agent from the purchaser or his authorized agent concerning the
delivery of such shares.
(d) In connection with wire orders or telephone orders for shares,
Transfer Agent will follow such procedures which may established by the Fund
from time to time. All wire or telephone purchases will be subject to such
additional requirements as may be described in the Fund's current prospectus.
The Fund and the Transfer Agent reserve the right to modify or terminate the
procedures for wire orders or telephone orders at any time.
7. TRANSFERS AND EXCHANGES. The Transfer Agent is authorized to review
and process transfers of shares of the Fund and exchanges between the Fund and
other mutual funds as permitted in the current prospectus for the Fund. If
shares to be transferred are represented by outstanding certificates, the
3
<PAGE>
Transfer Agent shall, upon surrender to it of the certificates in proper form
for transfer, and upon cancellation thereof, countersign and issue new
certificates for a like number of shares and deliver the same. If the shares to
be transferred are not represented by outstanding certificates, the Transfer
Agent shall, upon an order thereof by or on behalf of the registered holder
thereof in proper form, credit the same to the transferee on its books. If the
shares are to be exchanged for shares of another mutual fund, the Transfer Agent
will process such exchange in the same manner as a redemption and sale of
shares, except that it may, in its discretion, waive requirements for
information and documentation.
8. REDEMPTION.
(a) Transfer Agent shall redeem shares of the Fund upon receipt by
Transfer Agent of: (i) a written request for redemption, signed by each
registered owner exactly as the shares are registered; (ii) any certificates
which have been issued for such shares, properly endorsed; (iii) signature
guarantees to the extent required by the Transfer Agent as described in the
current prospectus for the Fund; (iv) any additional documents required by the
Transfer Agent for redemption by corporations, executors, administrators,
guardians and others acting in a representative capacity. The Transfer Agent
will, consistent with procedures which may be established by the Fund from time
to time for redemption by wire or telephone, upon receipt of such a wire order
or telephone redemption request, redeem shares and transmit the proceeds of such
redemption to the redeeming shareholder as directed. All wire or telephone
redemptions will be subject to such additional requirements as may be described
in the Fund's current prospectus. The Fund and the Transfer Agent reserve the
right to modify or terminate the procedures for wire orders or telephone
redemptions at any time.
(b) If the Transfer Agent has received a completed application and
authorization of redemption by draft signed by the registered owner in
accordance with procedures established by the Fund, Transfer Agent will, as
agent for the shareholder, upon receipt of a redemption draft cause the Fund to
redeem a sufficient number of shares in the shareholder's account to cover the
amount of the draft. All draft redemptions will be subject to such additional
requirements as may be described in the Fund's current prospectus and the rules
and regulations of the Transfer Agent.
(c) Upon receipt of all necessary information and documentation relating
to a redemption, the Transfer Agent will issue to the Custodian an advice
setting forth the number of shares of the Fund received by the Transfer Agent
for redemption and that such shares are valid and in good form for redemption.
The Transfer Agent shall, upon notification that the Custodian has transferred
funds for the redemption of shares to a redemption account at the Custodian or
at another bank, pay such monies to the shareholder, his authorized agent or
legal representative.
9. CONFIRMATIONS. Upon each transaction in a shareholder's account,
Transfer Agent shall mail confirmations of such transactions to shareholders and
dealers in a timely fashion.
10. DUTIES AS DIVIDEND DISBURSING AGENT.
(a) Transfer Agent will maintain one or more deposit accounts as
dividend disbursing agent for the Fund, into which the funds for payment of
dividends and distributions provided for hereunder will be deposited and against
which checks will be drawn.
(b) The Fund will promptly notify the Transfer Agent of the declaration
of any dividend or distribution. The Fund shall furnish to the Transfer Agent a
certificate of an authorized person specifying the date of the declaration of
such dividend or distribution, the payment date thereof, the record date as of
which shareholders entitled to payment shall be determined, the amount payable
per share to shareholders of record as of that date, and the total amount
payable to the Transfer Agent on the payment date.
4
<PAGE>
(c) On or before the payable date of any dividend or distribution, the
Transfer Agent shall notify the Fund's Custodian of the the estimated amount of
cash required to pay said dividend or distribution, and the Fund agrees that, on
or before the mailing date of such dividend or distribution, the Fund shall
instruct the Custodian to place in a dividend disbursing account at such bank as
may be directed by the Transfer Agent, the funds equal to the cash amount to be
paid out to shareholders. Transfer Agent shall, in accordance with shareholder
instructions, calculate, prepare and mail checks to or (where appropriate)
credit such dividends or distributions to the account of, Fund shareholders, and
maintain and safeguard all underlying records.
(d) Transfer Agent shall replace lost checks upon receipt of properly
executed affidavits and maintain stop payment orders against such replaced
checks.
(e) Transfer Agent shall not be liable for any improper payments made in
accordance with resolutions of the Trustees of the Fund.
(f) Transfer Agent shall prepare and mail to each Fund shareholder such
information which respect to each dividend or distribution as is required by
applicable by federal and state income tax laws and regulations and by the
Investment Company Act of 1940.
11. CERTIFICATES.
(a) The Fund shall supply Transfer Agent with an adequate supply of
blank share certificates to meet the Transfer Agent's requirements therefor.
Such share certificates will be signed manually or by facsimile signatures of
the officers of the Fund authorized by law and by the Bylaws of the Fund to sign
such share certificates. The Fund agrees that, notwithstanding the death,
resignation or removal of any officer of the Fund whose signature appears on
such certificates, the Transfer Agent may continue to countersign certificates
which bear such signatures until otherwise directed in writing by the Fund.
(b) The Transfer Agent shall maintain a record of each certificate
issued and the number of shares represented thereby and the holder of record of
such shares, and shall maintain a stop transfer record on lost and/or replaced
certificates.
(c) The Transfer Agent agrees to prepare, issue and mail certificates
for shares as requested by shareholders of the Fund in accordance with the
instructions of the Fund and to confirm such issuance to the shareholder and the
Fund or its designee.
(d) The Fund hereby authorizes the Transfer Agent to issue replacement
share certificates in lieu of certificates which have been lost, stolen or
destroyed, without any further action of the Trustees or any officer of the
Fund, upon receipt by the Transfer Agent of properly executed affidavits or lost
certificate bonds in form satisfactory to the Transfer Agent, and the Fund and
the Transfer Agent shall be obligees under any such bond.
(e) The Transfer Agent may establish such rules and regulations
governing the transfer or registration of share certificates as it deems
advisable and consistent with such rules and regulations generally adopted by
transfer agents.
12. RECORDS AND REPORTS.
(a) Transfer Agent shall maintain and safeguard records for each
shareholder's account showing at least the following information: (i) name,
addresses, taxpayer identification numbers and account numbers; (ii) number of
shares held; (iii) historical account information, including dividends paid and
date and price of all transactions on a shareholder's account; (iv) certificate
numbers and denominations for any shareholders holding share certificates; (v)
dealer identification and commission information; (vi) any stop order or
restraining order placed against the shareholder's account; (vii) information
concerning withholdings in the case of a foreign shareholder; (viii) any capital
gain or dividend reinvestment order, Check-o-Matic Plan, Systematic Withdrawal
Plan, Letter of Intention or retirement plan information.
5
<PAGE>
(b) Transfer Agent shall maintain records of (i) issued shares and (ii)
number of shareholders and their aggregate shareholding, classified according to
their residence in each state of the United States or foreign country.
(c) Any records required to be maintained by Rule 31a-1 under the
Investment Company Act of 1940 shall be preserved for the period prescribed in
Rule 31a-2 under such Act. Such records may be inspected by the Fund at all
reasonable times. The Transfer Agent may, at its option at any time, and shall
forthwith upon the Fund's demand, turn over to the Fund and cease to retain in
Transfer Agent's files records and documents created and maintained by the
Transfer Agent in performance of its services hereunder or for its protection.
At the end of the prescribed retention period, such records and documents shall
either be turned over to the Fund or destroyed, in accordance with the Fund's
authorization.
(d) Transfer Agent will furnish to the Fund and to properly authorized
auditors, examiners and other persons designated by the Fund, access to records
and reports maintained by Transfer Agent in connection with its duties
hereunder.
(e) Except as otherwise agreed between the parties or as otherwise
required by law, Transfer Agent will keep confidential all records of and
information in its possession relating to the Fund or its shareholders or
shareholder accounts and will not disclose the same to any person except at the
request of or with the consent of the Fund.
13. SHAREHOLDER SERVICING.
(a) Transfer Agent will respond promptly to correspondence and telephone
inquiries from shareholders and shall investigate all shareholder inquires.
(b) In connection with any meeting of shareholders, upon receiving
appropriate instructions and written materials prepared by the Fund, the
Transfer Agent will prepare shareholder lists and proxy cards, mail and certify
as to the mailing of proxy materials, process and tabulate returned proxy cards,
furnish one or more reports of proxies voted prior to the meeting, and certify
to the Secretary of the Fund the shares voted at the meeting.
(c) Transfer Agent shall address and mail all communications to
shareholders or their nominees, including proxy material and periodic reports to
shareholders.
14. INSTRUCTIONS.
(a) The Transfer Agent shall be protected in acting upon any paper or
document believed by it to be genuine and to be signed by an authorized person
of the Fund and shall not be held to have any notice of any change of authority
of any person until receipt of written notice thereof from the Fund. It shall
also be protected in processing share certificates which it reasonably believes
to bear the proper manual or facsimile signatures of the officers of the Fund
and the proper counter-signature of the Transfer Agent.
(b) Transfer Agent may apply at any time to any officer of the Fund for
written instructions, and, at the expense of the Fund, may seek advice from
legal counsel for the Fund, with respect to any matter arising in connection
with this Agreement, and it shall not be liable for any action taken to not
taken or suffered by it in good faith in accordance with such written
instructions or with the opinion of such counsel. In addition, the Transfer
Agent, its officers, agents or employees, shall accept instructions or requests
given to them by any person representing or acting on behalf of the Fund only if
said representative is known by the Transfer Agent, its officers, agents or
employees, to be an authorized person of the Fund. The Transfer Agent shall have
no duty or obligation to inquire into, nor shall the Transfer Agent be
responsible for, the legality of any act done by it upon the request or
direction of authorized persons of the Fund.
6
<PAGE>
(c) Notwithstanding any provision of this Agreement, the Transfer Agent
shall have no duty or obligation to inquire into, and shall not be liable for:
(i) the legality of the issue or sale of any shares of the Fund or the
sufficiency of the amount to be received therefor; (ii) the legality of the
redemption of any shares of the Fund or priority of the amount to be paid
therefore; (iii) the legality of the declaration of any dividend of the Fund, or
the legality of the issue of any shares of the Fund in payment of any stock
dividend; or (iv) the legality of any recapitalization or readjustment of the
shares of the Fund.
15. INDEMNIFICATION AND STANDARD OF CARE.
(a) Transfer Agent shall at all times use reasonable care and act in
good faith in performing its duties hereunder.
(b) Except to the extent that Transfer Agent is covered by and receives
payment from any insurance coverage, Transfer Agent shall incur no liability to
the Fund in connection with its performance of services hereunder, unless such
liability such arise from any error, omission or negligent act within the scope
of its duties hereunder, including but not limited to failure to discover any
dishonest act, or acts done with intent to cause damage to the Fund. Without
limiting the generality of the foregoing, Transfer Agent shall not be liable or
responsible for delays or errors occurring by reason of circumstances beyond its
control, including acts of civil, military, banking or other regulatory
authority, national emergencies, labor difficulties, fire, flood or other
catastrophes, acts of God, insurrection, war, riots, failure of transportation,
communication or power supply, or malfunctions of, or unavoidable difficulties
with, Transfer Agent's records or equipment.
(c) The Fund hereby agrees to indemnify and hold harmless the Transfer
Agent 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 the
Transfer Agent may sustain or incur or which may be asserted against Transfer
Agent by any person by reason of, or as a result of: (i) any action taken or
omitted to be taken by the Transfer Agent in good faith in reliance upon any
certificate, instrument, order or share certificate believed by it to be genuine
and to be signed, countersigned or executed by any duly authorized person of the
Fund, upon the oral or written instructions of any authorized person of the Fund
or upon the opinion of legal counsel for the Fund or its own counsel; or (ii)
any action taken or omitted to be taken by the Transfer Agent in connection with
its appointment in good faith in reliance upon any law, act, regulation or
interpretation of the same even though the same may thereafter may have been
altered, changed, amended or repealed. However, this indemnification shall not
apply to actions or omissions of the Transfer Agent or its directors, officers,
employees or agents in cases of its own gross negligence, willful misconduct,
bad faith, or reckless disregard of its or their duties hereunder.
16. TERM AND TERMINATION.
(a) This Agreement shall become effective on February 1, 1988 and shall
continue in effect until terminated in accordance with the provisions hereof.
(b) Either party may terminate this Agreement by giving 60 days written
notice to the other party. In the event such notice is given by the Fund, it
shall be accompanied by a certified resolution of the Trustees of the Fund,
stating the election to terminate this Agreement and designating a successor
transfer agent.
(c) In addition to any other rights or remedies it may have under this
Agreement or by law, the Fund shall have the right to terminate this Agreement
immediately upon the occurrence at any time of any of the following events:
(1) any interruption or cessation of operations by Transfer Agent or
its assigns or subcontractors which materially interferes with the business and
operation of the Fund;
(2) the bankruptcy of Transfer Agent or the appointment of a
receiver; or
7
<PAGE>
(3) failure by Transfer Agent or its assigns or subcontractors to
perform its duties in accordance with this Agreement, which failure materially
adversely affects the business and operations of the Fund and which failure
continues for 30 days after receipt of written notice from the Fund to Transfer
Agent.
(d) If this Agreement is terminated by the Fund pursuant to subsection
(b) above, the Fund will have and is hereby granted the right, at its option, to
use or cause its agents, employees or independent contractors to use for as long
as the Fund deems necessary for its operations, and without payment of any
compensation or reimbursement to Transfer Agent, Transfer Agent's system,
including all of the programs, manuals and other materials and information
necessary to operate the system.
(e) In the event of termination, Transfer Agent agrees to cooperate with
the Fund in effecting all necessary transfers of the Fund's records to the Fund
or to the successor Transfer Agent.
17. APPLICABLE LAW. This Agreement is executed and delivered in the
State of Florida and shall be governed by the laws of the State of Florida.
18. AMENDMENT. No provisions of this Agreement may be amended or
modified in any manner except by written instrument executed by both parties
hereto.
19. ASSIGNMENT. This Agreement shall not be assigned by either party
except with the written consent of the other party.
20. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
21. NOTICES. Any notice or other instrument in writing, authorized or
required by this Agreement to be given to the Fund or the Transfer Agent, shall
be deemed to be sufficiently given if addressed to that party and mailed or
delivered to it at its office set forth below or at such other place as such
party may from time to time designate in writing:
To the Fund: IDEX II
600 Cleveland Street, Suite 800
Clearwater, FL 34615
ATT: Peter D. Jones, Executive Vice President
To the Transfer Agent: IDEX Investor Services, Inc.
600 Cleveland Street, Suite 1000
Clearwater, FL 34615
ATT: G. John Hurley
8
<PAGE>
22. LIMITATION OF LIABILITY. A copy of the Declaration of Trust of the
Fund is on file with the Secretary of the Commonwealth of Massachusetts and
notice is hereby given that this Agreement has been executed on behalf of the
Fund by the undersigned officer of the Fund in his capacity as an officer of the
Fund. The obligations of this Agreement shall only be binding upon the assets
and property of the Fund and shall not be binding upon any trustee, officer or
shareholder of the Fund individually.
IN WITNESS WHEREOF, the parties have caused this agreement to be
executed by their respective duly authorized officers, as of the day and year
first above written.
IDEX II, a Massachusetts business trust
By: ______________________________
Peter D. Jones, Executive Vice President
IDEX INVESTOR SERVICES, INC.,
a Florida corporation
By: ______________________________
G. John Hurley
9
<PAGE>
IDEX II SERIES FUND
TRANSFER AGENCY AGREEMENT
AMENDED FEE SCHEDULE
EXHIBIT A
For its services as Transfer Agent, the Fund shall pay to Idex Investor
Services, Inc. the following fees*:
$ 14.22 per open account per year (pro rated)**
$ 2.48 set up fee for each new account established
$ 1.48 per closed account per year
* Less the amount of credits, if any, received by or applied to the
transfer agent from DST Systems, Inc. for brokerage of portfolio
transactions of the Fund placed by or through a broker/dealer
affiliated with DST Systems, Inc.
** This fee includes an additional annual $2.00 per open account fee,
continued through March, 1996, which is to cover ongoing expenses
paid by the transfer agent for the Imaging technology system. The
open account fee also includes the continuation of a temporary
$2.00 increase (on an annual basis) for the period October 1, 1995
through March 31, 1996.
Effective this day, October 1, 1995
IDEX II SERIES FUND IDEX INVESTOR SERVICES, INC.
By: /s/ G. JOHN HURLEY By: /s/ THOMAS R. MORIARTY
--------------------------------------- -----------------------
G. John Hurley Thomas R. Moriarty
President and Chief Executive Officer Senior Vice President
<PAGE>
CERTIFICATE OF
IDEX II SERIES FUND
I, Becky A. Ferrell, Vice President and Secretary of IDEX II Series
Fund (the "Fund"), hereby certify that the following resolutions were duly
adopted by the Board of Trustees of the Fund on September 18, 1995, which
resolutions have not been amended, rescinded or annulled and remain in full
force and effect:
WHEREAS, the Board has previously approved a temporary annual increase
of $2.00 per open account fee for the period April 1, 1995 through
September 30, 1995;
NOW THEREFORE BE IT
RESOLVED, that the continuation of the temporary annual increase of
$2.00 per open account fee for the period October 1, 1995 through March
31, 1996, be, and it hereby is, approved.
DATED: October 1, 1995 By: /s/ BECKY A. FERRELL
----------------------------
Becky A. Ferrell
Vice President and Secretary
IDEX II Series Fund
EXHIBIT 15(a)
CLASS A SHARES
IDEX II C.A.S.E. PORTFOLIO
A SERIES OF
IDEX II SERIES FUND
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, IDEX II Series Fund (the "Fund") is registered under the
Investment Company Act of 1940, as amended ("1940 Act"), as an open-end
management investment company, and offers for public sale shares of beneficial
interest;
WHEREAS, the Fund desires to adopt a Plan of Distribution ("Plan")
pursuant to Rule 12b-1 under the 1940 Act applicable to the Class A shares of
IDEX II C.A.S.E. Portfolio (the "Portfolio"), a series of shares of the Fund;
and
WHEREAS, the Fund has entered into an Underwriting Agreement
("Underwriting Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which
ISI serves as Distributor of the various series and classes of shares of the
Fund during the continuous offering of its shares.
NOW THEREFORE, the Fund hereby adopts this Plan with respect to the
Class A shares of the Portfolio in accordance with Rule 12b-1 under the 1940
Act.
1. (A). The Portfolio is authorized to pay to ISI, as compensation for
ISI's services as Distributor of the Portfolio's Class A shares, a distribution
fee at the rate of up to 0.35% on an annualized basis of the average daily net
assets of the Portfolio's Class A shares. Such fee shall be calculated and
accrued daily and paid monthly or at such other intervals as the Fund and ISI
shall agree.
(B). The Portfolio is authorized to pay to ISI, as compensation
for ISI's services as Distributor of the Portfolio's Class A shares, a service
fee at the rate of up to 0.25% on an annualized basis of the average daily net
assets of the Portfolio's Class A shares. Such fee shall be calculated and
accrued daily and paid monthly or at such other intervals as the Fund and ISI
shall agree.
(C). To the extent that the Portfolio pays a service fee pursuant
to paragraph 1(B) of this Plan, the amount available to be paid pursuant to
paragraph 1(A) of this Plan shall be reduced pro tanto, so that the total fees
payable under this Plan by the Portfolio with respect to its Class A shares
shall not exceed the rate of 0.35% on an annual basis of the average daily net
assets of the Portfolio's Class A shares.
(D). The Portfolio may pay a distribution or service fee to ISI at
a lesser rate than the fees specified in paragraphs 1(A) and 1(B), respectively,
of this Plan, in either case as agreed upon by the Fund and ISI and as approved
in the manner specified in paragraph 4 of this Plan.
2. As Distributor of the Class A shares of the Portfolio, ISI may
spend such amounts as it deems appropriate on any activities or expenses
primarily intended to result in the sale of the Class
-1-
<PAGE>
A shares of the Portfolio or the servicing and/or maintenance of Class A
shareholder accounts, including, but not limited to: compensation to employees
of ISI; compensation to and expenses, including overhead and telephone expenses,
of ISI and other selected dealers who engage in or support the distribution of
shares or who service shareholder accounts; the costs of printing and
distributing prospectuses, statements of additional information and reports for
other than existing shareholders; and the costs of preparing, printing and
distributing sales literature and advertising materials.
3. This Plan shall not take effect with respect to the Class A shares
of the Portfolio unless it first has been approved, together with any related
agreements, by votes of a majority of both (a) the Board and (b) those Trustees
of the Fund who are not "interested persons" of the Fund and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related thereto ("Independent Trustees"), cast in person at a meeting or
(meetings) called for the purpose of voting on such approval; and until the
Trustees who approve the Plan's taking effect have reached the conclusion
required by Rule 12b-1(e) under the 1940 Act.
4. If approved as set forth in paragraph 3, this Plan shall continue
thereafter in full force and effect with respect to the Class A shares of the
Portfolio for so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in paragraph 3.
5. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 5, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 5, to the Board in support of the service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean any
activities in connection with ISI's performance of its obligations under this
Plan or the Underwriting Agreement that are not deemed "service activities."
"Service activities" shall mean activities in connection with the provision by
ISI or other entity of personal service and/or the maintenance of shareholder
accounts with respect to the Class A shares of the Portfolio, within the meaning
of the definition of "service fee" for purposes of Section 26(d) of the Rules of
Fair Practice of the National Association of Securities Dealers, Inc. Overhead
and other expenses of ISI related to its "distribution activities" or "service
activities," including telephone and other communications expenses, may be
included in the information regarding amounts expended for such activities.
6. This Plan may be terminated at any time by vote of the Board, by
vote of a majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class A shares of the Portfolio.
7. This Plan may not be amended to increase materially the amount of
fees provided for in paragraph 1 hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class A shares of
the Portfolio, and no material amendment to the Plan shall be made unless
approved in the manner provided for approval and annual renewal in paragraph 4
hereof.
-2-
<PAGE>
8. The amount of the fees payable by the Portfolio to ISI under
paragraph 1 hereof and the Underwriting Agreement is not related directly to
expenses incurred by ISI on behalf of the Portfolio in serving as Distributor of
the Class A shares, and paragraph 2 hereof and the Underwriting Agreement do not
obligate the Fund to reimburse ISI for such expenses. The fees set forth in
paragraph 1 hereof will be paid by the Portfolio to ISI unless and until either
the Plan or the Underwriting Agreement is terminated or not renewed with respect
to the Class A shares. If either the Plan or the Underwriting Agreement is
terminated or not renewed with respect to the Class A shares, any distribution
expenses incurred by ISI on behalf of the Class A shares of the Portfolio in
excess of the payments of the fees specified in paragraph 1 hereof and the
Underwriting Agreement which ISI has received or accrued through the termination
date are the sole responsibility and liability of ISI, and are not obligations
of the Fund.
9. While this Plan is in effect, the selection and nomination of
Trustees who are not interested persons of the Fund shall be committed to the
discretion of the Trustees who are not interested persons of the Fund.
10. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
11. The Fund shall preserve copies of this Plan (including any
amendments thereto) and any related agreements and all reports made pursuant to
paragraph 5 hereof for a period of not less than six years from the date of this
Plan, the first two years in an easily accessible place.
IN WITNESS WHEREOF, the Fund has executed this Plan of Distribution on
the day and year set forth below in Largo, Florida.
Dated as of November 15, 1995
ATTEST: IDEX II SERIES FUND
/s/ Becky A. Ferrell By: /s/ G. John Hurley
- --------------------------- -------------------------------
Becky A. Ferrell, Secretary G. John Hurley
President and Chief Executive Officer
-3-
EXHIBIT 15(b)
CLASS B SHARES
IDEX II C.A.S.E. PORTFOLIO
A SERIES OF
IDEX II SERIES FUND
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, IDEX II Series Fund (the "Fund") is registered under the
Investment Company Act of 1940, as amended ("1940 Act"), as an open-end
management investment company, and offers for public sale shares of beneficial
interest;
WHEREAS, the Fund desires to adopt a Plan of Distribution ("Plan")
pursuant to Rule 12b-1 under the 1940 Act applicable to the Class B shares of
IDEX II C.A.S.E. Portfolio (the "Portfolio"), a series of shares of the Fund;
and
WHEREAS, the Fund has entered into an Underwriting Agreement
("Underwriting Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which
ISI serves as Distributor of the various series and classes of shares of the
Fund during the continuous offering of its shares.
NOW THEREFORE, the Fund hereby adopts this Plan with respect to the
Class B shares of the Portfolio in accordance with Rule 12b-1 under the 1940
Act.
1. (A). The Portfolio is authorized to pay to ISI, as compensation for
ISI's services as Distributor of the Portfolio's Class B shares, a distribution
fee at the rate of up to 0.75% on an annualized basis of the average daily net
assets of the Portfolio's Class B shares. Such fee shall be calculated and
accrued daily and paid monthly or at such other intervals as the Fund and ISI
shall agree.
(B). The Portfolio is authorized to pay to ISI, as compensation
for ISI's services as Distributor of the Portfolio's Class B shares, a service
fee at the rate of up to 0.25% on an annualized basis of the average daily net
assets of the Portfolio's Class B shares. Such fee shall be calculated and
accrued daily and paid monthly or at such other intervals as the Fund and ISI
shall agree.
(C). The total fees payable under this Plan by the Portfolio with
respect to its Class B shares shall not exceed the maximum rate of 1.00% on an
annual basis of the average daily net assets of the Portfolio's Class B shares.
(D). The Portfolio may pay a distribution or service fee to ISI at
a lesser rate than the fees specified in paragraphs 1(A) and 1(B), respectively,
of this Plan, in either case as agreed upon by the Fund and ISI and as approved
in the manner specified in paragraph 4 of this Plan.
2. As Distributor of the Class B shares of the Portfolio, ISI may spend
such amounts as it deems appropriate on any activities or expenses primarily
intended to result in the sale of the Class B shares of the Portfolio or the
servicing and/or maintenance of Class B shareholder accounts, including, but not
limited to: compensation to employees of ISI; compensation to and expenses,
-1-
<PAGE>
including overhead and telephone expenses, of ISI and other selected dealers who
engage in or support the distribution of shares or who service shareholder
accounts; the costs of printing and distributing prospectuses, statements of
additional information and reports for other than existing shareholders; and the
costs of preparing, printing and distributing sales literature and advertising
materials.
3. This Plan shall not take effect unless it first has been approved by
a vote of a majority of the outstanding voting securities of the Class B shares
of the Portfolio.
4. This Plan shall not take effect with respect to the Class B shares
of the Portfolio unless it first has been approved, together with any related
agreements, by votes of a majority of both (a) the Board and (b) those Trustees
of the Fund who are not "interested persons" of the Fund and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related thereto ("Independent Trustees"), cast in person at a meeting or
(meetings) called for the purpose of voting on such approval; and until the
Trustees who approve the Plan's taking effect have reached the conclusion
required by Rule 12b-1(e) under the 1940 Act.
5. If approved as set forth in paragraphs 3 and 4, this Plan shall
continue thereafter in full force and effect with respect to the Class B shares
of the Portfolio for so long as such continuance is specifically approved at
least annually in the manner provided for approval of this Plan in paragraph 4.
6. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 6, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 6, to the Board in support of the service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean
any activities in connection with ISI's performance of its obligations under
this Plan or the Underwriting Agreement that are not deemed "service
activities." "Service activities" shall mean activities in connection with the
provision by ISI or other entity of personal service and/or the maintenance of
shareholder accounts with respect to the Class B shares of the Portfolio, within
the meaning of the definition of "service fee" for purposes of Section 26(d) of
the Rules of Fair Practice of the National Association of Securities Dealers,
Inc. Overhead and other expenses of ISI related to its "distribution activities"
or "service activities," including telephone and other communications expenses,
may be included in the information regarding amounts expended for such
activities.
7. This Plan may be terminated at any time by vote of the Board, by
vote of a majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class B shares of the Portfolio.
-2-
<PAGE>
8. This Plan may not be amended to increase materially the amount of
fees provided for in paragraph 1 hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class B shares of
the Portfolio, and no material amendment to the Plan shall be made unless
approved in the manner provided for approval and annual renewal in paragraph 5
hereof.
9. The amount of the fees payable by the Portfolio to ISI under
paragraph 1 hereof and the Underwriting Agreement is not related directly to
expenses incurred by ISI on behalf of the Portfolio in serving as Distributor of
the Class B shares, and paragraph 2 hereof and the Underwriting Agreement do not
obligate the Fund to reimburse ISI for such expenses. The fees set forth in
paragraph 1 hereof will be paid by the Portfolio to ISI unless and until either
the Plan or the Underwriting Agreement is terminated or not renewed with respect
to the Class B shares. If either the Plan or the Underwriting Agreement is
terminated or not renewed with respect to the Class B shares, any distribution
expenses incurred by ISI on behalf of the Class B shares of the Portfolio in
excess of the payments of the fees specified in paragraph 1 hereof and the
Underwriting Agreement which ISI has received or accrued through the termination
date are the sole responsibility and liability of ISI, and are not obligations
of the Fund.
10. While this Plan is in effect, the selection and nomination of
Trustees who are not interested persons of the Fund shall be committed to the
discretion of the Trustees who are not interested persons of the Fund.
11. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
12. The Fund shall preserve copies of this Plan (including any
amendments thereto) and any related agreements and all reports made pursuant to
paragraph 6 hereof for a period of not less than six years from the date of this
Plan, the first two years in an easily accessible place.
IN WITNESS WHEREOF, the Fund has executed this Plan of Distribution on
the day and year set forth below in Largo, Florida.
Dated as of November 15, 1995
ATTEST: IDEX II SERIES FUND
/s/ Becky A. Ferrell By: /s/ G. John Hurley
- ---------------------------- --------------------------------------
Becky A. Ferrell, Secretary G. John Hurley
President and Chief Executive Officer
-3-
EXHIBIT 15(c)
CLASS C SHARES
IDEX II C.A.S.E. PORTFOLIO
A SERIES OF
IDEX II SERIES FUND
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, IDEX II Series Fund (the "Fund") is registered under the
Investment Company Act of 1940, as amended ("1940 Act"), as an open-end
management investment company, and offers for public sale shares of beneficial
interest;
WHEREAS, the Fund desires to adopt a Plan of Distribution ("Plan")
pursuant to Rule 12b-1 under the 1940 Act applicable to the Class C shares of
IDEX II C.A.S.E. Portfolio (the "Portfolio"), a series of shares of the Fund;
and
WHEREAS, the Fund has entered into an Underwriting Agreement
("Underwriting Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which
ISI serves as Distributor of the various series and classes of shares of the
Fund during the continuous offering of its shares.
NOW THEREFORE, the Fund hereby adopts this Plan with respect to the
Class C shares of the Portfolio in accordance with Rule 12b-1 under the 1940
Act.
1. (A). The Portfolio is authorized to pay to ISI, as compensation for
ISI's services as Distributor of the Portfolio's Class C shares, a distribution
fee at the rate of up to 0.75% on an annualized basis of the average daily net
assets of the Portfolio's Class C shares. Such fee shall be calculated and
accrued daily and paid monthly or at such other intervals as the Fund and ISI
shall agree.
(B). The Portfolio is authorized to pay ISI, as compensation for
ISI's services as Distributor of the Portfolio's Class C shares, a service fee
at the rate of up to 0.25% on an annualized basis of the average daily net
assets of the Portfolio's Class C shares. Such fee shall be calculated and
accrued daily and paid monthly or at such other intervals as the Fund and ISI
shall agree.
(C). The total fees payable under this Plan by the Portfolio with
respect to its Class C shares shall not exceed the maximum rate of 0.90% on an
annual basis of the average daily net assets of the Portfolio's Class C shares.
To the extent the sum of any service fee paid under Paragraph 1(B) plus the
distribution fee paid under paragraph 1(A) would otherwise exceed such maximum
rate of 0.90%, the distribution fee paid under paragraph 1(A) shall be reduced
pro tanto so that such maximum rate is not exceeded.
(D). The Portfolio may pay a distribution or service fee to ISI at
a lesser rate than the fees specified in paragraphs 1(A) and 1(B), respectively,
of this Plan, in either case as agreed upon by the Fund and ISI and as approved
in the manner specified in paragraph 4 of this Plan.
2. As Distributor of the Class C shares of the Portfolio, ISI may
spend such amounts as it deems appropriate on any activities or expenses
primarily intended to result in the sale of the Class
-1-
<PAGE>
C shares of the Portfolio or the servicing and/or maintenance of Class C
shareholder accounts, including, but not limited to: compensation to employees
of ISI; compensation to and expenses, including overhead and telephone expenses,
of ISI and other selected dealers who engage in or support the distribution of
shares or who service shareholder accounts; the costs of printing and
distributing prospectuses, statements of additional information and reports for
other than existing shareholders; and the costs of preparing, printing and
distributing sales literature and advertising materials.
3. This Plan shall not take effect unless it first has been approved by
a vote of a majority of the outstanding voting securities of the Class C shares
of the Portfolio.
4. This Plan shall not take effect with respect to the Class C shares
of the Portfolio unless it first has been approved, together with any related
agreements, by votes of a majority of both (a) the Board and (b) those Trustees
of the Fund who are not "interested persons" of the Fund and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related thereto ("Independent Trustees"), cast in person at a meeting or
(meetings) called for the purpose of voting on such approval; and until the
Trustees who approve the Plan's taking effect have reached the conclusion
required by Rule 12b-1(e) under the 1940 Act.
5. If approved as set forth in paragraphs 3 and 4, this Plan shall
continue thereafter in full force and effect with respect to the Class C shares
of the Portfolio for so long as such continuance is specifically approved at
least annually in the manner provided for approval of this Plan in paragraph 4.
6. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 6, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 6, to the Board in support of the service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean
any activities in connection with ISI's performance of its obligations under
this Plan or the Underwriting Agreement that are not deemed "service
activities." "Service activities" shall mean activities in connection with the
provision by ISI or other entity of personal service and/or the maintenance of
shareholder accounts with respect to the Class C shares of the Portfolio, within
the meaning of the definition of "service fee" for purposes of Section 26(d) of
the Rules of Fair Practice of the National Association of Securities Dealers,
Inc. Overhead and other expenses of ISI related to its "distribution activities"
or "service activities," including telephone and other communications expenses,
may be included in the information regarding amounts expended for such
activities.
7. This Plan may be terminated at any time by vote of the Board, by
vote of a majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class C shares of the Portfolio.
-2-
<PAGE>
8. This Plan may not be amended to increase materially the amount of
fees provided for in paragraph 1 hereof unless such amendment is approved by a
vote of a majority of the outstanding voting securities of the Class C shares of
the Portfolio, and no material amendment to the Plan shall be made unless
approved in the manner provided for approval and annual renewal in paragraph 5
hereof.
9. The amount of the fees payable by the Portfolio to ISI under
paragraph 1 hereof and the Underwriting Agreement is not related directly to
expenses incurred by ISI on behalf of the Portfolio in serving as Distributor of
the Class C shares, and paragraph 2 hereof and the Underwriting Agreement do not
obligate the Fund to reimburse ISI for such expenses. The fees set forth in
paragraph 1 hereof will be paid by the Portfolio to ISI unless and until either
the Plan or the Underwriting Agreement is terminated or not renewed with respect
to the Class C shares. If either the Plan or the Underwriting Agreement is
terminated or not renewed with respect to the Class C shares, any distribution
expenses incurred by ISI on behalf of the Class C shares of the Portfolio in
excess of the payments of the fees specified in paragraph 1 hereof and the
Underwriting Agreement which ISI has received or accrued through the termination
date are the sole responsibility and liability of ISI, and are not obligations
of the Fund.
10. While this Plan is in effect, the selection and nomination of
Trustees who are not interested persons of the Fund shall be committed to the
discretion of the Trustees who are not interested persons of the Fund.
11. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
12. The Fund shall preserve copies of this Plan (including any
amendments thereto) and any related agreements and all reports made pursuant to
paragraph 6 hereof for a period of not less than six years from the date of this
Plan, the first two years in an easily accessible place.
IN WITNESS WHEREOF, the Fund has executed this Plan of Distribution on
the day and year set forth below in Largo, Florida.
Dated as of November 15, 1995
ATTEST: IDEX II SERIES FUND
/s/ Becky A. Ferrell By: /s/ G. John Hurley
- ---------------------------- ----------------------------------
Becky A. Ferrell, Secretary G. John Hurley
President and Chief Executive Officer
-3-
