November 25, 1995
IDEX II Series Fund
201 Highland Avenue
Largo, FL 34640
RE: IDEX II Series Fund
Offering of Shares of Beneficial Interest
Gentlemen:
In my capacity as Assistant Vice President, Secretary and Counsel, I have acted
as counsel for IDEX II Series Fund (the "Fund") and have reviewed the
Registration Statement under the Securities Act of 1933 on Form N-1A, and
amendments thereto, with respect to the offer and sale of shares of beneficial
interest, no par value, of the above-referenced Fund, including the "Rule 24f-2
Notice" for the fiscal year ended September 30, 1995, registering such shares
pursuant to such Registration Statement, as amended, in accordance with Rule
24f-2 under the Investment Company Act of 1940.
I have examined the Fund's Declaration of Trust and Bylaws, as amended; the
proceedings of its Board of Trustees relating to the authorization, issuance,
and proposed sales of the shares; and such other records and documents as I
deemed relevant. Based upon such examination, it is my opinion that upon the
issuance and sale of the shares of beneficial interest of the Fund in the manner
contemplated by the aforesaid Registration Statement, as amended, such shares
were validly issued, fully paid and nonassessable outstanding shares of
beneficial interest of the Fund.
Very truly yours,
Becky A. Ferrell
Vice President, Secretary and Counsel
BAF/ldd
