IDEX II SERIES FUND
497, 1996-09-23
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                                IDEX SERIES FUND
                         (FORMERLY IDEX II SERIES FUND)
                    201 Highland Avenue, Largo, FL 33770-2597
                        Customer Service: (800) 851-9777
                       Prospectus dated September 20, 1996

This  Prospectus is a legal document  provided to you, the investor,  which sets
forth concise  information  about the IDEX 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 September 20, 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.




<PAGE>




                                TABLE OF CONTENTS



The IDEX Series Fund..........................................................1

Summary of Expenses ..........................................................4

Financial Highlights .........................................................9

The Portfolios: A Summary of Their Objectives,
  Investment Practices, and Risks............................................17

Introduction to the Portfolios...............................................17

Securities in Which the Portfolios Invest ...................................23

How the Portfolios Invest ...................................................26

Additional Risk Factors .....................................................29

Investment Advisory and Other Services ......................................32

Distributor and Distribution and Service Plans ..............................38

Miscellaneous Information ...................................................39

Distributions and Taxes .....................................................41

Shareholder Information and Instructions ....................................44

Brief Explanation of Rating Categories...............................Appendix A

Glossary of Investment Terms.........................................Appendix B



<PAGE>





e
                              THE IDEX SERIES FUND

The IDEX Series Fund consists of eleven Portfolios. Each Portfolio is a separate
series of IDEX  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 its own 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.


   
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.

   
CAPITAL APPRECIATION PORTFOLIO
    

OBJECTIVE:  Long-term growth of capital in a manner consistent with 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 December 29, 1995, the MidCap Index included  companies with  capitalizations
between  approximately  $118 million and $7.5  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

   
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

   
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


                                       1
<PAGE>

   
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.

   
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

   
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

   
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

   
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 invest  without limit in 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

                                       2
<PAGE>

   
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 below  investment  grade 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.

   
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 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.


                                        3

<PAGE>



<TABLE>
                               SUMMARY OF EXPENSES


Before  investing  in IDEX 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,  or Class T shares of the  Growth
Portfolio,  you will incur  certain  expenses.  The section  titled  Shareholder
Transaction  Expenses  shows  the  expenses  involved  in  owning  shares of the
Portfolios. The section titled Examples of Expenses shows the expenses you might
pay when making a hypothetical $1,000 investment.



<CAPTION>
                                        AGGRESSIVE GROWTH PORTFOLIO   CAPITAL APPRECIATION PORTFOLIO         GLOBAL PORTFOLIO
                                                   CLASS                         CLASS                             CLASS
<S>                                        <C>       <C>       <C>        <C>       <C>      <C>         <C>        <C>      <C>
                                             A         B         C           A        B        C           A         B        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
 Exchange Fees (2)                          None     None      None        None     None     None         None      None     None
 Redemption Fees (3)                        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
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%
12b-1 Service and Distribution Fees (5)     .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)                                    1.50%    1.50%     1.50%       1.55%    1.55%    1.55%        0.75%     0.75%    0.75%
                                           -----    -----     -----       -----    -----    -----        -----     -----    -----
Total Operating Expenses (net of
expense reimbursements and/or fee
waivers, if any) (6)                       2.85%    3.50%     3.40%       2.90%    3.55%    3.45%        2.10%     2.75%    2.65%
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                                     $ 82     $ 85      $ 34        $ 83     $ 86     $ 35         $ 75      $ 78     $ 27
3 years                                     138      137       104         140      139      106          117       115       82
5 years                                     197      192       177         199      194      179          162       155      141
10 years                                    355      363       368         360      367      373          285       292      298
You  would  pay the  following  expenses
on the same  investment,  assuming  no
redemption and therefore no deferred 
sales charge:
1 year                                     $ 82     $ 35      $ 34        $ 83     $ 36     $ 35         $ 75       $ 28    $ 27
3 years                                     138      107       104         140      109      106          117         85      82
5 years                                     197      182       177         199      184      179          162        145     141
10 years                                    355      363       368         360      367      373          285        292     298

</TABLE>
                                        4
<PAGE>



<TABLE>
<CAPTION>


                                                         GROWTH PORTFOLIO                         C.A.S.E. PORTFOLIO
                                                               CLASS                                     CLASS
                                                 A          B          C          T              A         B          C


<S>                                            <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       8.50%         5.50%      None       None
 Exchange Fees (2)                              None       None       None        None          None      None       None
 Redemption Fees (3)                            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          None        5%       None
ANNUAL OPERATING EXPENSES
 (as a percentage of average net assets)
Management Fees                                1.00%      1.00%      1.00%        100%         1.00%      1.00%     1.00%
e
12b-1 Service and Distribution Fees (5)         .35%      1.00%       .90%        None          .35%      1.00%      .90%
Other Expenses (net of expense
reimbursements and/or fee waivers, if
any)(6)                                        0.51%      0.51%      0.51%       0.34%         1.50%      1.50%     1.50%
                                               -----      -----      -----       -----         -----      -----     -----
Total Operating Expenses (net of
expense reimbursements and/or fee
waivers, if any) (6)                           1.86%      2.51%      2.41%       1.34%         2.85%      3.50%     3.40%
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                                         $ 73       $ 75       $ 24        $ 97          $ 82       $ 85      $ 34
3 years                                         110        108         75         124           138        137       104
   
5 years                                         150        144        129         152             *          *         *

10 years                                        261        268        275         233             *          *         *
    
You  would  pay the  following  expenses
on the same  investment,  assuming  no
redemption and therefore no deferred 
sales charge:
1 year                                         $ 73       $ 25       $ 24        $ 97          $ 82       $ 35      $ 34
3 years                                         110         78         75         124           138        107       104
   
5 years                                         150        134        129         152             *          *         *
10 years                                        261        268        275         233             *          *         *
    
                                                                                 
</TABLE>

                                        5


<PAGE>



<TABLE>
<CAPTION>



                                                EQUITY-INCOME PORTFOLIO     TACTICAL ASSET ALLOCATION      BALANCED PORTFOLIO
                                                                                   PORTFOLIO
                                                         CLASS                       CLASS                       CLASS

<S>                                             <C>       <C>      <C>      <C>       <C>       <C>       <C>      <C>      <C>

                                                  A         B        C        A        B         C         A        B        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
 Exchange Fees (2)                               None     None     None     None      None      None      None     None     None
 Redemption Fees (3)                             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
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%
12b-1 Service and Distribution Fees (5)          .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)                                         1.64%    1.64%    1.64%     1.50%    1.50%     1.50%     1.57%    1.57%    1.57%
                                                -----     -----   -----     -----    ------     -----    -----    -----    -----
Total Operating Expenses (net of
expense reimbursements and/or fee
waivers, if any) (6)                            2.99%    3.64%    3.54%     2.85%    3.50%     3.40%     2.92%    3.57%    3.47%
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                                           $ 84     $ 87     $36      $ 82     $ 85      $ 34      $ 83     $ 86     $ 35
3 years                                           142      141     109       138      137       104       140      139      107
5 years                                           204      198     184         *        *         *       200      195      180
10 years                                          368      375     381         *        *         *       361      369      375
You  would  pay the  following  expenses
on the same  investment,  assuming  no
redemption and therefore no deferred 
sales charge:
1 year                                           $ 84     $ 37    $ 36      $ 82     $ 35      $ 34      $ 83     $ 36     $ 35
3 years                                           142      111     109       138      107       104       140      109      107
5 years                                           204      188     184         *        *         *       200      185      180
10 years                                          368      375     381         *        *         *       361      369      375



</TABLE>

                                       6

<PAGE>

<TABLE>
<CAPTION>
                                           FLEXIBLE INCOME PORTFOLIO        INCOME PLUS PORTFOLIO           TAX-EXEMPT PORTFOLIO


                                                     CLASS                         CLASS                           CLASS

<S>                                         <C>       <C>       <C>      <C>       <C>        <C>       <C>         <C>      <C>
                                              A         B        C         A         B          C          A         B         C
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on
Purchases (as percentage of offering
price) (1)                                  4.75%     None      None     .75%      None       None      4.75%       None     None
 Exchange Fees (2)                          None      None      None     None      None       None       None       None     None
 Redemption Fees (3)                        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
ANNUAL OPERATING EXPENSES
(as a percentage of average net assets)
Management Fees                              .90%     .90%     .90%      .60%      .60%       .60%       .60%       .60%     .60%
12b-1 Service and Distribution Fees (5)      .35%    1.00%     .90%      .35%     1.00%       .90%       .35%      1.00%     .60%
Other Expenses (net of expense
reimbursements and/or fee waivers, if
any)(6)                                     0.62%    0.62%    0.62%     0.34%      .34%      0.34%      0.07%      0.07%    0.07%
                                            -----    -----    -----     -----     -----      -----      -----      -----    -----
Total Operating Expenses (net of
expense reimbursements and/or fee
waivers, if any) (6)                        1.87%    2.52%    2.42%     1.29%     1.94%      1.84%      1.02%      1.67%    1.27%
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                                       $ 73     $ 76     $ 25     $ 67       $ 70       $ 19      $ 65        $ 64     $ 13
3 years                                       111      108       75       94         91         58        86          73       40
5 years                                       151      144      129      122        115        100       108          85       70
10 years                                      262      269      276      202        209        216       173         155      153
You  would  pay the  following  expenses
on the same  investment,  assuming  no
redemption and therefore no deferred 
sales charge:
1 year                                       $ 73     $ 26     $ 25     $ 67       $ 20       $ 19      $ 65        $ 14     $ 13
3 years                                       111       78       75       94         61         58        86          43       40
5 years                                       151      134      129      122        105        100       108          75       70
10 years                                      262      269      276      202        209        216       173         155      153

</TABLE>

                                       7
<PAGE>





(1) On certain  purchases of Class A  and  Class T shares, the sales load may be
reduced  or  waived.  Certain  Class A and Class T 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 and Class T shares: Sales Charges and Available Discounts.


(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 certain purchases of
Class A or Class T shares in  amounts  greater  than  $1,000,000,  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 other expenses for the
fiscal  year  ending  September  30,  1996.  For  Aggressive   Growth,   Capital
Appreciation,  C.A.S.E.,  Equity-Income,  Tactical Asset  Allocation,  Balanced,
Flexible  Income and Tax-Exempt  Portfolios,  Other Expenses and Total Operating
Expenses are stated net of expense  reimbursements  and/or fee waivers.  For the
period ended September 30, 1995, Total Operating  Expenses 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  3.35% and  3.91%,
4.17% and 4.72%,  4.57% and 5.12%,  4.48% and 5.03%,  1.94% and 2.49%, and 1.35%
and 1.60%,  respectively,  without expense reimbursement by investment advisers.
For the period ended  September 30, 1995,  Other Expenses 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  2.00% and  2.01%,
2.82% and 2.82%, 3.22% and 3.22%, 3.13% and 3.13%, 0.69% and 0.69% and 0.40% and
0.40%,  respectively,  without expense reimbursement by investment advisers. For
the period ended September 30, 1996, Total Operating Expenses for C.A.S.E. Class
A, Class B and Class C, Tactical Asset  Allocation Class A, Class B and Class C,
Flexible Income Class B and Tax-Exempt  Class B are expected to be 4.50%,  5.15%
and 5.05%,  3.50%,  4.15% and  4.05%,  2.59% and  2.00%,  respectively,  without
reimbursement by investment  advisors.  For the period ended September 30, 1996,
Other  Expenses  for  C.A.S.E.  Class A,  Class B and  Class C,  Tactical  Asset
Allocation  Class A, Class B and Class C, Flexible Income Class B and Tax-Exempt
Class B are expected to be 3.15%, 3.15% and 3.15%, 2.15%, 2.15% and 2.15%, 0.69%
and 0.40%,  respectively,  without reimbursement by investment advisers. For the
period ended  September  30, 1995,  the  annualized  expense  ratios for Capital
Appreciation Class A and Class C, Global Class A and Class C, Growth 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 2.85% and 3.40%,  1.97% and 2.52%, 1.84%
and 2.38%,  2.85% and 3.40%,  2.85% and 3.40%, 1.85% and 2.40%, 1.26% and 1.81%,
and 1.00% and 1.25%,  respectively,  after  reduction in expenses by  affiliated
brokerage  and custody  earnings  credits.  Other  Expenses and Total  Operating
Expenses  of Growth  Portfolio  Class T shares are  estimated  expenses  for the
fiscal year ended September 30, 1996.

(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.





* Note: Pursuant to applicable rules, Portfolios that have been in operation for
less than 10 months  complete only one- and  three-year  period  portions of the
Examples.

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 the National Association of Securities Dealers, Inc. ("NASD"). 


EXPENSES  SHOWN IN THE ABOVE  EXAMPLES  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%.

                                        8

<PAGE>
<TABLE>

                              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 Price  Waterhouse
LLP, 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.


<CAPTION>


   
                                                        NET ASSET           NET          NET REALIZED         TOTAL INCOME
                                                         VALUE          INVESTMENT     AND UNREALIZED         (LOSS) FROM
                                YEAR OR PERIOD         BEGINNING OF       INCOME       GAIN (LOSS) ON          INVESTMENT
                                   ENDED (1)             PERIOD           (LOSS)         INVESTMENTS             INCOME
  <S>                              <C>                   <C>              <C>               <C>                 <C>
    

     AGGRESSIVE GROWTH  
               Class A             3/31/96               $17.68           $(0.10)           $(1.08)             $(1.18)
                                   9/30/95               $10.00           $(0.14)           $ 7.82              $ 7.68 
               Class B             3/31/96               $17.64           $(0.14)           $(1.08)             $(1.22)
               Class C             3/31/96               $17.64           $(0.13)           $(1.08)             $(1.21)
                                   9/30/95               $10.00           $(0.18)           $ 7.82              $ 7.64
  CAPITAL APPRECIATION                                                                                                 
               Class A             3/31/96               $13.54               --            $ 1.72              $ 1.72
                                   9/30/95               $10.00           $(0.03)           $ 3.57              $ 3.54
               Class B             3/31/96               $13.49           $(0.04)           $ 1.72              $ 1.68
               Class C             3/31/96               $13.49           $(0.03)           $ 1.72              $ 1.69
                                   9/30/95               $10.00           $(0.08)           $ 3.57              $ 3.49
      GLOBAL PORTFOLIO                                                                                                 
               Class A             3/31/96               $17.73           $(0.12)           $ 3.71              $ 3.59
                                   9/30/95               $15.93           $(0.06)           $ 2.42              $ 2.36
                                   9/30/94               $13.35           $(0.04)           $ 2.62              $ 2.58
                                   9/30/93               $10.00           $(0.04)           $ 3.39              $ 3.35
               Class B             3/31/96               $17.57           $(0.17)           $ 3.71              $ 3.54
               Class C             3/31/96               $17.46           $(0.13)           $ 3.71              $ 3.58
                                   9/30/95               $15.74           $(0.14)           $ 2.42              $ 2.28
                                   9/30/94               $13.35           $(0.23)           $ 2.62              $ 2.39
  GROWTH PORTFOLIO (2)                                                                                                 
               Class A             3/31/96               $22.84           $(0.04)           $ 2.16              $ 2.12
                                   9/30/95               $16.78           $(0.05)           $ 6.18              $ 6.13
                                   9/30/94  (3)          $18.46           $ 0.01            $(1.22)             $(1.21)
                                   9/30/93               $16.46           $ 0.04            $ 2.42              $ 2.46
                                   9/30/92               $16.22           $ 0.08            $ 0.88              $ 0.96
                                   9/30/91  (3)          $13.77           $ 0.14            $ 5.32              $ 5.46
                                   9/30/90               $17.52           $ 0.12            $(2.21)             $(2.09)
                                   9/30/89               $11.48           $ 0.09            $ 6.18              $ 6.27
                                   9/30/88               $14.08           $ 0.25            $(1.59)             $(1.34)
                                   9/30/87               $ 9.90           $ 0.14            $ 4.11              $ 4.25
                                   9/30/86               $10.00           $ 0.07            $(0.17)             $(0.10)
                                                                                                                        


                                                                                          
                                     DIVIDENDS          DISTRIBUTIONS         DISTRIBUTIONS
                                     FROM NET               FROM               IN EXCESS OF
                                    INVESTMENT           REALIZED NET          NET REALIZED             TOTAL
                                      INCOME            CAPITAL GAINS         CAPITAL GAINS         DISTRIBUTIONS
<S>                                 <C>                    <C>                    <C>                 <C>
     AGGRESSIVE GROWTH
               Class A                  --                 $(1.02)                   --               $(1.02)
                                        --                     --                    --                   --
               Class B                  --                 $(1.02)                   --               $(1.02)
               Class C                  --                 $(1.02)                   --               $(1.02)
                                        --                     --                    --                   --
  CAPITAL APPRECIATION
               Class A              $(0.07)                    --                    --               $(0.07)
                                        --                     --                    --                   --
               Class B                  --                     --                    --                   --
               Class C              $(0.01)                    --                    --               $(0.01)
                                        --                     --                    --                   --
      GLOBAL PORTFOLIO
               Class A                  --                 $(1.71)                   --               $(1.71)
                                        --                 $(0.56)                   --               $(0.56)
                                        --                     --                    --                   --
                                        --                     --                    --                   --
               Class B                  --                 $(1.71)                   --               $(1.71)
               Class C                  --                 $(1.71)                   --               $(1.71)
                                        --                 $(0.56)                   --               $(0.56)
                                        --                    --                     --                   --
  GROWTH PORTFOLIO (2)
               Class A                  --                 $(3.14)                   --               $(3.14)
                                        --                 $(0.07)                   --               $(0.07)
                                        --                 $(0.33)                $(0.14)             $(0.47)
                                    $(0.07)                $(0.39)                   --               $(0.46)
                                    $(0.07)                $(0.65)                   --               $(0.72)
                                    $(0.17)                $(2.84)                   --               $(3.01)
                                    $(0.09)                $(1.57)                   --               $(1.66)
                                    $(0.23)                   --                     --               $(0.23)
                                    $(0.16)                $(1.10)                    --              $(1.26)
                                    $(0.07)                   --                     --               $(0.07)
                                        --                    --                     --                   --

                                        9
<PAGE>




                        FINANCIAL HIGHLIGHTS (CONTINUED)

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  the Fund.  Further  information  about
performance  of the Fund  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.


                                 NET ASSET                        NET ASSETS AT      RATIO OF EXPENSES TO AVERAGE NET ASSETS (9)
                                VALUE AT END        TOTAL         END OF PERIOD                                     WITHOUT
                                 OF PERIOD         RETURN(8)         (000's)         GROSS            NET        REIMBURSEMENT


<S>                                <C>             <C>             <C>               <C>              <C>             <C>

    AGGRESSIVE GROWTH
              Class A              $15.48          (6.54)%         $ 20,169          1.86%           1.85%           2.78% 
                                   $17.68           76.80%         $ 16,747          2.85%           2.85%           3.35% 
              Class B              $15.40          (6.99)%         $    773          2.51%           2.50%           3.43% 
              Class C              $15.41          (6.67)%         $  2,188          2.41%           2.40%           3.33% 
                                   $17.64           76.40%         $  1,736          3.40%           3.40%           3.91% 
                                                                                                                             

 CAPITAL APPRECIATION
              Class A              $15.19           19.73%         $  9,931          1.86%           1.85%           3.44% 
                                   $13.54           35.40%         $  6,241          2.90%           2.85%           4.17% 
              Class B              $15.17           19.57%         $    530          2.51%           2.50%           4.09% 
                                   $15.17           19.41%         $  2,904          2.41%           2.40%           3.99% 
              Class C              $13.49           34.90%         $  2,565          3.45%           3.40%           4.72% 

     GLOBAL PORTFOLIO
              Class A              $19.61           14.64%         $105,562          2.28%           2.21%              --    
                                   $17.73           15.47%         $ 89,397          2.10%           1.97%              --    
                                   $15.93           19.33%         $ 81,241          2.14%              --              --    
                                   $13.35           33.52%         $ 17,430          2.84%              --           3.65%    
              Class B              $19.40           13.40%         $  1,015          2.93%           2.86%              --    
              Class C              $19.33           14.76%         $  5,213          2.83%           2.76%              --    
                                   $17.46           15.14%         $  3,567          2.65%           2.52%              --    
                                   $15.74           17.90%         $  3,571          4.04%              --              --    
 GROWTH PORTFOLIO (2)
              Class A              $21.82            9.96%         $518,599          1.83%           1.80%              --    
                                   $22.84           36.70%         $485,935          1.86%           1.84%              --    
                                   $16.78          (6.72)%         $431,207          1.76%              --              --    
                                   $18.46           15.13%         $548,564          1.61%              --              --    
                                   $16.46            6.10%         $403,361          1.61%              --              --    
                                   $16.22           48.00%         $126,436          1.48%              --              --    
                                   $13.77         (12.50)%         $ 74,594          1.35%              --              --    
                                   $17.52           55.70%         $ 89,494          1.41%              --              --    
                                   $11.48           8.00)%         $ 65,463          1.47%              --              --    
                                   $14.08           44.10%         $ 78,979          1.32%              --              --    
                                   $ 9.90          (1.70)%         $ 19,745          2.02%              --              --    



                                      RATIO OF NET               
                                      INCOME (LOSS)              PORTFOLIO              AVERAGE
                                       TO AVERAGE                TURNOVER             COMMISSION
                                       NET ASSETS                RATE (10)             RATE (11)
<S>                                     <C>                      <C>                    <C>    
    AGGRESSIVE GROWTH      
              Class A                   (1.46)%                   66.02%                $0.0602
                                        (2.39)%                   88.28%                     --
               Class B                  (2.11)%                   66.02%                $0.0602
               Class C                  (2.01)%                   66.02%                $0.0602
                                        (2.94)%                   88.28%                     --
 CAPITAL APPRECIATION                   
              Class A                   (1.40)%                   65.41%                $0.0801
                                          0.75%                  262.97%                     --
              Class B                   (2.05)%                   65.41%                $0.0801
              Class C                   (1.95)%                   65.41%                $0.0801
                                          0.20%                  262.97%                     --
     GLOBAL PORTFOLIO                                                                          
              Class A                   (1.49)%                   55.08%                $0.0876
                                        (0.43)%                  161.48%                     --
                                        (0.55)%                  148.01%                     --
                                        (0.87)%                  116.98%                     --
              Class B                   (2.14)%                   55.08%                $0.0876
              Class C                   (2.04)%                   55.08%                $0.0876
                                        (0.98)%                  161.48%                     --
                                        (2.46)%                  148.01%                     --
 GROWTH PORTFOLIO (2)                                                                          
              Class A                   (0.40)%                   32.73%                $0.0418
                                        (0.26)%                  123.26%                     --
                                          0.04%                   63.73%                     --
                                          0.29%                   97.40%                     --
                                          0.69%                   56.21%                     --
                                          0.88%                  102.16%                     --
                                          0.75%                  127.79%                     --
                                          0.67%                   98.88%                     --
                                          2.45%                  133.28%                     --
                                          0.94%                  167.58%                     --
                                          2.35%                   19.57%                     --

</TABLE>
                                        10

<PAGE>
<TABLE>


                                                            NET ASSET              NET           NET REALIZED AND      TOTAL INCOME 
                                                              VALUE             INVESTMENT       UNREALIZED GAIN        (LOSS) FROM 
                                     YEAR OR PERIOD         BEGINNING             INCOME           (LOSS) ON             INVESTMENT 
                                       ENDED (1)            OF PERIOD             (LOSS)           INVESTMENTS             INCOME   
<CAPTION>
<S>                                     <C>                  <C>                  <C>                <C>                 <C>


    GROWTH (CONTINUED)
              Class B                   3/31/96              $22.64               $(0.13)            $  2.16               $2.03
              Class C                   3/31/96              $22.64               $(0.09)            $  2.16               $2.07
                                        9/30/95              $16.68               $(0.15)            $  6.18               $6.03
                                        9/30/94              $18.46               $(0.09)            $(1.22)             $(1.31)
        EQUITY-INCOME
              Class A                   3/31/96              $11.74               $  0.24            $  0.96               $1.20
                                        9/30/95              $10.00               $  0.09            $  1.75               $1.84
              Class B                   3/31/96              $11.73               $  0.20            $  0.96               $1.16
              Class C                   3/31/96              $11.73               $  0.21            $  0.96               $1.17
                                        9/30/95              $10.00               $  0.03            $  1.75               $1.78
             BALANCED
              Class A                   3/31/96              $11.47               $  0.30            $  1.08               $1.38
                                        9/30/95              $10.00               $  0.05            $  1.47               $1.52
              Class B                   3/31/96              $11.47               $  0.26            $  1.08               $1.34
              Class C                   3/31/96              $11.47               $  0.27            $  1.08               $1.35
                                        9/30/95              $10.00               $  0.01            $  1.47               $1.48
FLEXIBLE INCOME (2)(4)
              Class A                   3/31/96              $ 9.17               $  1.08            $(0.81)               $0.27
                                        9/30/95              $ 8.83               $  0.61            $  0.37               $0.98
                                        9/30/94 (3)          $ 9.59               $  0.65            $(0.81)             $(0.16)
                                        9/30/93              $ 8.95               $  0.70            $  0.60               $1.30
                                       10/31/92              $ 8.73               $  0.80            $  0.22               $1.02
                                       10/31/91              $ 7.74               $  0.82            $  1.10               $1.92
                                       10/31/90              $ 9.55               $  0.90            $(1.80)             $(0.90)
                                       10/31/89              $10.15               $  0.95            $(0.46)               $0.49
                                       10/31/88              $ 9.60               $  0.91            $  0.55               $1.46
                                       10/31/87              $10.00               $  0.25            $(0.40)             $(0.15)
              Class B                   3/31/96              $ 9.17               $  1.05            $(0.81)               $0.24
              Class C                   3/31/96              $ 9.17               $  1.05            $(0.81)               $0.24
                                        9/30/95              $ 8.83               $  0.56            $  0.37               $0.93
                                        9/30/94              $ 9.59               $  0.60            $(0.81)             $(0.21)




                                          DIVIDENDS               DISTRIBUTIONS           DISTRIBUTIONS             
                                          FROM NET                    FROM                IN EXCESS OF              
                                          INVESTMENT              REALIZED NET            NET REALIZED                  TOTAL
                                           INCOME                 CAPITAL GAINS           CAPITAL GAINS             DISTRIBUTIONS 
<S>                                         <C>                       <C>                  <C>                        <C> 
    GROWTH (CONTINUED)                                                                                                            
              Class B                           --                    $(3.14)                   --                    $(3.14)    
              Class C                           --                    $(3.14)                   --                    $(3.14)    
                                                --                    $(0.07)                   --                    $(0.07)    
                                                --                    $(0.33)              $(0.14)                    $(0.47)    
        EQUITY-INCOME                                                                                                             
              Class A                       $(0.07)                   $(0.15)                   --                    $(0.22)    
                                            $(0.10)                       --                    --                    $(0.10)    
              Class B                       $(0.03)                   $(0.15)                   --                    $(0.18)   
              Class C                       $(0.04)                   $(0.15)                   --                    $(0.19)   
                                            $(0.05)                       --                    --                    $(0.05)   
             BALANCED                                                                                                           
              Class A                       $(0.09)                   $(0.28)                   --                    $(0.37)   
                                            $(0.05)                       --                    --                    $(0.05)   
              Class B                       $(0.05)                   $(0.28)                   --                    $(0.33)   
              Class C                       $(0.06)                   $(0.28)                   --                    $(0.34)   
                                            $(0.01)                       --                    --                    $(0.01)   
FLEXIBLE INCOME (2)(4)                                                                                                          
              Class A                       $(0.28)                       --                    --                    $(0.28)   
                                            $(0.64)                       --                    --                    $(0.64)   
                                            $(0.60)                       --                    --                    $(0.60)   
                                            $(0.66)                       --                    --                    $(0.66)   
                                            $(0.80)                       --                    --                    $(0.80)   
                                            $(0.80)                   $(0.13)                   --                    $(0.93)   
                                            $(0.91)                       --                    --                    $(0.91)   
                                            $(0.93)                   $(0.16)                   --                    $(1.09)   
                                            $(0.91)                        --                   --                    $(0.91)   
                                            $(0.25)                        --                   --                    $(0.25)   
              Class B                       $(0.25)                        --                   --                    $(0.25)   
              Class C                       $(0.25)                        --                   --                    $(0.25)   
                                            $(0.59)                        --                   --                    $(0.59)   
                                            $(0.55)                        --                   --                    $(0.55)  
                                                                                                                                 
                                                                                                                  

                                       11
<PAGE>



                                                                                                                               
                             NET ASSET                            NET ASSETS AT     RATIO OF EXPENSES TO AVERAGE NET ASSETS (9)
                            VALUE AT END       TOTAL RETURN       END OF PERIOD                                     WITHOUT 
                             OF PERIOD              (8)              (000'S)         GROSS             NET       REIMBURSEMENT
<S>                            <C>               <C>                  <C>            <C>             <C>             <C>
  
  GROWTH (CONTINUED)    
              Class B          $21.53              8.64%              $1,400         2.48%           2.45%              --   
              Class C          $21.57              9.82%              $7,651         2.38%           2.35%              --   
                               $22.64             36.32%              $5,593         2.41%           2.38%              --   
                               $16.68            (7.72)%              $3,423         3.48%              --              --   
        EQUITY-INCOME     
              Class A          $12.72             10.38%              $8,350         1.85%           1.85%           3.41%   
                               $11.74             18.43%              $5,167         2.99%           2.85%           4.57%   
              Class B          $12.71              9.95%                $586         2.50%           2.50%           4.06%   
              Class C          $12.71             10.08%              $1,033         2.40%           2.40%           3.96%   
                               $11.73             17.95%                $281         3.54%           3.40%           5.12%   
             BALANCED     
              Class A          $12.48             12.06%              $6,124         1.86%           1.85%           3.48%   
                               $11.47             15.27%              $3,670         2.92%           2.85%           4.48%   
              Class B          $12.48             11.71%                $261         2.51%           2.50%           4.13%   
              Class C          $12.48             11.86%              $3,454         2.41%           2.40%           4.03%   
                               $11.47             14.77%              $3,365         3.47%           3.40%           5.03%   
FLEXIBLE INCOME (2)(4)    
              Class A          $ 9.16              2.89%             $18,260         1.96%           1.85%           2.06%   
                               $ 9.17             11.57%             $19,786         1.87%           1.85%           1.94%   
                               $ 8.83            (1.54)%             $21,527         1.85%              --           2.13%   
                               $ 9.59             13.66%             $29,232         1.50%              --           1.56%   
                               $ 8.95             12.17%             $26,676         1.50%              --           1.66%   
                               $ 8.73             26.38%             $18,696         1.50%              --           1.75%   
                               $ 7.74           (10.22)%             $18,760         1.50%              --              --   
                               $ 9.55              5.17%             $27,645         1.29%              --              --   
                               $10.15             15.62%             $20,469         1.00%              --              --   
                               $ 9.60            (1.90)%              $4,676         1.14%              --              --   
              Class B          $ 9.16              2.23%                $251         2.60%           2.50%           2.71%   
              Class C          $ 9.16              2.61%                $905         2.50%           2.40%           2.61%   
                               $ 9.17             10.95%                $558         2.42%           2.40%           2.49%   
                               $ 8.83            (2.15)%                $691         2.40%              --           8.59%   




                                       RATIO OF NET                  PORTFOLIO                             
                                       INCOME (LOSS)                  TURNOVER                     AVERAGE 
                                        TO AVERAGE                      RATE                     COMMISSION
                                        NET ASSETS                      (10)                      RATE (11)
<S>                                      <C>                          <C>                         <C>

    GROWTH (CONTINUED)                                                                                     
              Class B                    (1.05)%                       32.73%                     $0.0418  
              Class C                    (0.95)%                       32.73%                     $0.0418  
                                         (0.81)%                      123.26%                          --  
                                         (1.68)%                       63.73%                          --  
        EQUITY-INCOME                                                                                      
              Class A                      1.74%                       19.31%                     $0.0655  
                                           0.85%                       34.67%                          --  
              Class B                      1.09%                       19.31%                     $0.0655  
              Class C                      1.19%                       19.31%                     $0.0655  
                                           0.30%                       34.67%                          --  
             BALANCED                                                                                      
              Class A                      1.72%                       91.59%                     $0.0531  
                                           0.56%                       82.48%                          --  
              Class B                      1.07%                       91.59%                     $0.0531  
              Class C                      1.17%                       91.59%                     $0.0531  
                                           0.01%                       82.48%                          --  
FLEXIBLE INCOME (2)(4)                                                                                     
              Class A                      6.15%                       54.96%                          --  
                                           7.03%                      149.58%                          --  
                                           6.57%                      105.40%                          --  
                                           7.76%                      138.86%                          --  
                                           8.55%                      140.23%                          --  
                                           9.84%                      130.73%                          --  
                                          10.51%                       72.40%                          --  
                                           9.63%                       71.44%                          --  
                                           9.22%                       54.42%                          --  
                                           7.88%                       68.21%                          --  
              Class B                      5.50%                       54.96%                          --  
              Class C                      5.60%                       54.96%                          --  
                                           6.48%                      149.58%                          --  
                                           6.03%                      105.40%                          --  

</TABLE>
                                       12
<PAGE>


<TABLE>
<CAPTION>



                                                      NET ASSET              NET               NET REALIZED           TOTAL INCOME
                                                        VALUE             INVESTMENT          AND UNREALIZED           (LOSS) FROM
                              YEAR OR PERIOD          BEGINNING             INCOME            GAIN (LOSS) ON            INVESTMENT
                                 ENDED (1)            OF PERIOD             (LOSS)             INVESTMENTS               INCOME   
<S>                               <C>                  <C>                   <C>                   <C>                   <C>      

 
  INCOME PLUS (5)
           Class A                3/31/96              $10.36                $1.34                 $(1.05)               $  0.29  
                                  9/30/95              $ 9.75                $0.75                 $  0.71               $  1.46  
                                  9/30/94              $10.98                $0.76                 $(1.10)               $(0.34)  
                                  9/30/93              $10.55                $0.83                 $  0.46               $  1.29  
                                  9/30/92              $10.04                $0.76                 $  0.64               $  1.40  
                                 11/30/91              $ 9.20                $0.98                 $  0.87               $  1.85  
                                 11/30/90              $ 9.99                $1.04                 $(0.79)               $  0.25  
                                 11/30/89              $ 9.89                $1.04                 $  0.10               $  1.14  
                                 11/30/88              $ 9.85                $1.04                 $  0.06               $  1.10  
                                 11/30/87              $10.94                $1.08                 $(1.03)               $  0.05  
                                 11/30/86              $10.28                $1.06                 $  0.73               $  1.79  
                                 11/30/85              $10.00                $0.44                 $  0.29               $  0.73  
           Class B                3/31/96              $10.35                $1.32                 $(1.05)               $  0.27  
           Class C                3/31/96              $10.35                $1.32                 $(1.05)               $  0.27  
                                  9/30/95              $ 9.74                $0.69                 $  0.71               $  1.40  
                                  9/30/94              $10.98                $0.66                 $(1.10)               $(0.44)  
    TAX-EXEMPT (6)
           Class A                3/31/96              $11.34                $1.07                 $(0.83)               $  0.24  
                                  9/30/95              $11.10                $0.55                 $  0.29               $  0.84  
                                   9/3094              $12.07                $0.56                 $(0.60)               $(0.04)  
                                  9/30/93              $11.62                $0.56                 $  0.45               $  1.01  
                                  9/30/92              $11.46                $0.54                 $  0.28               $  0.82  
                                 11/30/91              $11.27                $0.75                 $  0.26               $  1.01  
                                 11/30/90              $11.39                $0.78                 $(0.12)               $  0.66  
                                 11/30/89              $10.97                $0.78                 $  0.42               $  1.20  
                                 11/30/88              $10.44                $0.79                 $  0.53               $  1.32  
                                 11/30/87              $11.81                $0.77                 $(1.37)               $(0.60)  
                                 11/30/86              $10.56                $0.79                 $  1.42               $  2.21  
                                 11/30/85              $10.00                $0.60                 $  0.56               $  1.16  
           Class B                3/31/96              $11.34                $1.04                 $(0.83)               $  0.21  
           Class C                3/31/96              $11.34                $1.06                 $(0.83)               $  0.23  
                                  9/30/95              $11.10                $0.52                 $  0.29               $  0.81  
                                  9/30/94              $12.07                $0.53                 $(0.60)               $(0.07)  
    TACTICAL ASSET
        ALLOCATION
           Class A                3/31/96              $10.00                $0.11                 $  0.70               $  0.81
           Class B                3/31/96              $10.00                $0.08                 $  0.70               $  0.78
           Class C                3/31/96              $10.00                $0.08                 $  0.70               $  0.78

          C.A.S.E.
           Class A                3/31/96              $10.00                $0.01                 $  0.03               $  0.04 
           Class B                3/31/96              $10.00                   --                 $  0.03               $  0.03 
           Class C                3/31/96              $10.00                   --                 $  0.03               $  0.03 



                                  DIVIDENDS           DISTRIBUTIONS          DISTRIBUTIONS                         
                                   FROM NET               FROM               IN EXCESS OF                          
                                  INVESTMENT          REALIZED NET           NET REALIZED                TOTAL     
                                    INCOME            CAPITAL GAINS          CAPITAL GAINS           DISTRIBUTIONS 
<S>                                <C>                  <C>                       <C>                    <C>
 
                                                                                                                  
  INCOME PLUS (5)                                                                                                  
           Class A                 $(0.35)                    --                  --                     $(0.35)   
                                   $(0.75)               $(0.10)                  --                     $(0.85)   
                                   $(0.75)               $(0.14)                  --                     $(0.89)   
                                   $(0.81)               $(0.05)                  --                     $(0.86)   
                                   $(0.76)               $(0.13)                  --                     $(0.89)   
                                   $(0.98)               $(0.03)                  --                     $(1.01)   
                                   $(1.04)                    --                  --                     $(1.04)   
                                   $(1.04)                    --                  --                     $(1.04)   
                                   $(1.04)               $(0.02)                  --                     $(1.06)   
                                   $(1.08)               $(0.06)                  --                     $(1.14)   
                                   $(1.06)               $(0.07)                  --                     $(1.13)   
                                   $(0.44)               $(0.01)                  --                     $(0.45)   
           Class B                 $(0.32)                    --                  --                     $(0.32)   
           Class C                 $(0.32)                    --                  --                     $(0.32)   
                                   $(0.69)               $(0.10)                  --                     $(0.79)   
                                   $(0.66)               $(0.14)                  --                     $(0.80)   
    TAX-EXEMPT (6)                                                                                             
           Class A                 $(0.28)               $(0.07)                  --                     $(0.35)   
                                   $(0.56)               $(0.04)                  --                     $(0.60)   
                                   $(0.54)               $(0.39)                  --                     $(0.93)   
                                   $(0.54)               $(0.02)                  --                     $(0.56)   
                                   $(0.54)               $(0.12)                  --                     $(0.66)   
                                   $(0.75)               $(0.07)                  --                     $(0.82)   
                                   $(0.78)                    --                  --                     $(0.78)   
                                   $(0.78)                    --                  --                     $(0.78)   
                                   $(0.79)                    --                  --                     $(0.79)   
                                   $(0.77)                    --                  --                     $(0.77)   
                                   $(0.79)               $(0.17)                  --                     $(0.96)   
                                   $(0.60)                    --                  --                     $(0.60)   
           Class B                 $(0.25)               $(0.07)                  --                     $(0.32)   
           Class C                 $(0.27)               $(0.07)                  --                     $(0.34)   
                                   $(0.53)               $(0.04)                  --                     $(0.57)   
                                   $(0.51)               $(0.39)                  --                     $(0.90)   
    TACTICAL ASSET                                                                                             
        ALLOCATION                                                                                             
           Class A                 $(0.04)                    --                  --                     $(0.04)   
           Class B                 $(0.01)                    --                  --                     $(0.01)   
           Class C                 $(0.01)                    --                  --                     $(0.01)   

          C.A.S.E.                                                                                             
           Class A                      --                    --                  --                      --   
           Class B                      --                    --                  --                      --   
           Class C                      --                    --                  --                      --   


                                       13


<PAGE>

                              NET ASSET                          NET ASSETS AT       RATIO OF EXPENSES TO AVERAGE NET ASSETS (9)
                             VALUE AT END      TOTAL RETURN      END OF PERIOD                                        WITHOUT   
                              OF PERIOD            (8)              (000'S)           GROSS             NET        REIMBURSEMENT
<S>                            <C>               <C>                  <C>             <C>             <C>            <C>

  INCOME PLUS (5)              
           Class A             $10.30              2.84%              $65,988         1.40%           1.37%             --   
                               $10.36             15.85%              $68,746         1.29%           1.26%             --   
                               $ 9.75            (3.28)%              $63,995         1.33%              --             --   
                               $10.98             12.80%              $72,401         1.33%              --             --   
                               $10.55             14.40%              $54,647         1.17%              --             --   
                               $10.04             21.00%              $47,334         1.15%              --          1.21%   
                               $ 9.20              2.50%              $33,182         0.69%              --             --   
                               $ 9.99             12.10%              $23,416         0.70%              --             --   
                               $ 9.89             11.50%              $17,078         0.68%              --             --   
                               $ 9.85              0.30%              $11,349         0.64%              --             --   
                               $10.94             17.90%              $ 4,221         1.29%              --             --   
                               $10.28              8.80%              $ 2,282         0.60%              --             --   
           Class B             $10.30              2.51%              $   566         2.05%           2.02%             --   
           Class C             $10.30              2.66%              $ 2,742         1.95%           1.92%             --   
                               $10.35             15.08%              $ 1,980         1.84%           1.81%             --   
                               $ 9.74            (4.55)%              $ 2,112         3.52%              --             --   
    TAX-EXEMPT (6)                                                                                                           
           Class A             $11.23              2.12%              $25,695         1.11%           1.00%          1.50%   
                               $11.34              7.75%              $27,401         1.02%           1.00%          1.35%   
                               $11.10            (0.41)%              $29,096         1.00%              --          1.30%   
                               $12.07              8.97%              $30,717         1.00%              --          1.43%   
                               $11.62              7.20%              $28,363         1.00%              --          1.20%   
                               $11.46              9.20%              $28,242         0.95%              --          1.24%   
                               $11.27              6.00%              $22,708         0.68%              --             --   
                               $11.39             11.20%              $15,916         0.70%              --             --   
                               $10.97             12.90%              $11,805         0.70%              --             --   
                               $10.44            (5.20)%              $ 8,833         0.64%              --             --   
                               $11.81             21.40%              $ 3,112         1.21%              --             --   
                               $10.56              7.80%              $ 1,294         0.93%              --             --   
           Class B             $11.23              1.43%              $   181         1.76%           1.65%          2.15%   
           Class C             $11.23              1.99%              $   516         1.36%           1.25%          1.75%   
                               $11.34              7.48%              $   454         1.27%           1.25%          1.60%   
                               $11.10            (0.73)%              $   277         1.25%              --         20.88%   
    TACTICAL ASSET                                                                                                           
        ALLOCATION                                                                                                           
           Class A             $10.77              8.11%              $ 3,095         3.16%           2.85%          3.27%   
           Class B             $10.77              7.79%              $ 1,960         3.81%           3.40%          3.92%   
           Class C             $10.77              7.84%              $ 1,786         3.71%           3.40%          3.82%   

           C.A.S.E.                                                                                                           
           Class A             $10.04              0.40%              $   688         2.85%           2.85%          4.63%   
           Class B             $10.03              0.30%              $   281         3.50%           3.50%          5.28%   
           Class C             $10.03              0.30%              $   673         3.40%           3.40%          5.18%   
                               


                                           NET INCOME                  PORTFOLIO                               
                                           (LOSS) TO                    TURNOVER                     AVERAGE   
                                          AVERAGE NET                     RATE                     COMMISSION  
                                            ASSETS                        (10)                      RATE (11)  
                                                                                                               
<S>                                           <C>                         <C>                         <C>

  INCOME PLUS (5)                           
           Class A                             6.76%                       39.26%                          --  
                                               7.53%                       25.07%                          --  
                                               7.35%                       48.12%                          --  
                                               7.73%                       54.51%                          --  
                                               8.79%                       91.01%                          --  
                                              10.20%                       52.79%                          --  
                                              11.12%                       18.54%                          --  
                                              10.59%                       57.50%                          --  
                                              10.55%                       34.29%                          --  
                                              10.82%                       34.13%                          --  
                                               9.93%                       29.80%                          --  
                                              10.80%                       25.08%                          --  
           Class B                             6.11%                       39.26%                          --  
           Class C                             6.21%                       39.26%                          --  
                                               6.98%                       25.07%                          --  
                                               5.16%                       48.12%                          --  
    TAX-EXEMPT (6)                                                                                             
           Class A                             4.65%                       45.41%                          --  
                                               4.83%                      126.48%                          --  
                                               4.83%                       59.84%                          --  
                                               4.83%                       91.03%                          --  
                                               5.49%                      106.89%                          --  
                                               6.67%                      117.92%                          --  
                                               6.92%                       81.17%                          --  
                                               6.98%                       67.45%                          --  
                                               7.28%                       35.44%                          --  
                                               7.16%                       87.03%                          --  
                                               6.89%                       38.00%                          --  
                                               8.18%                       20.15%                          --  
           Class B                             4.00%                       45.41%                          --  
           Class C                             4.40%                       45.41%                          --  
                                               4.58%                      126.48%                          --  
                                               4.58%                       59.84%                          --  
    TACTICAL ASSET                                                                                             
        ALLOCATION                                                                                             
           Class A                             0.80%                        4.78%                     0.0788%  
           Class B                             0.15%                        4.78%                     0.0788%  
           Class C                             0.25%                        4.78%                     0.0788%  

          C.A.S.E.                                                                                             
           Class A                           (0.39)%                       11.00%                     0.0601%  
           Class B                           (1.04)%                       11.00%                     0.0601%  
           Class C                           (0.94)%                       11.00%                     0.0601%  


</TABLE>                                                              
                                            14
<PAGE>



(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 was February 1, 1996.


(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.  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.


(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) On  September  20,  1996,  IDEX Fund and IDEX Fund 3 were  reorganized  into
Growth Portfolio Class T shares which had no prior operating  history.  Pursuant
to the  Agreement  and  Plan  of  Reorganization  and  Liquidation,  the  Growth
Portfolio  acquired all of the assets and assumed all of the liabilities of each
of IDEX Fund and IDEX Fund 3 in exchange for Class T shares of Growth Portfolio.

(8) 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.

(9) Ratio of expenses  to average  net assets  include:  Gross  expenses  (total
expenses less amounts waived/reimbursed by the investment adviser); Net expenses
(total  expenses less amounts  waived/reimbursed  by the investment  adviser and
reduced by  affiliated  brokerage  and custody  earnings  credits);  and Without
reimbursement expenses (total expenses without  waived/reimbursed amounts by the
investment adviser). Short periods (where applicable) are annualized.

(10) 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. Rates for periods of less than a
full year are not annualized

(11) This rate is calculated by dividing total commissions paid on purchases and
sales of securities during the period by total shares purchased or sold in those
same  transactions  and is  reported  for the  periods  ended March 31, 1996 and
forward to the extent that commissionable trades constitute more than 10% of the
average net assets for the period.




                                       15

<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 Portfolio's  performance is calculated separately for Class A, Class B
and Class C shares and Class T shares of the Growth Portfolio.


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.

                                       16

<PAGE>




                 THE PORTFOLIOS: A SUMMARY OF THEIR OBJECTIVES,
                         INVESTMENT PRACTICES AND RISKS

/BULLET/THIS  SECTION  PROVIDES  A  DESCRIPTION  OF  THE  IDEX  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 Series Fund  (formerly 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.

                           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.

                         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  Portfolio's   initial  purchase  continue  to  be  considered
medium-sized companies for purposes of this policy. As of December 29, 1995, 

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<PAGE>


the MidCap Index included companies with capitalizations  between  approximately
$118  million  and $7.5  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.

                                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
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.  Under  unusual  marketing  circumstances,   the
Portfolio may, however,  invest its assets in as few as three countries,  or for
temporary emergency defensive purposes, 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.

                                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.

                                       18
<PAGE>


                               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 as determined by the
sub-adviser of the  Portfolio.  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.

   
                             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 a
blend  of  equity  and   fixed-income   securities,   including  common  stocks,
income-producing  securities   convertible  into common  stock and  fixed-income
securities. The Portfolio will primarily invest in equity and debt securities of
companies  with   established   operating   histories  and  strong   fundamental
characteristics.


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 portfolio  that  invests in both
equity and fixed-income securities.


PRIMARY INVESTMENT  PRACTICES:  The Equity-Income  Portfolio seeks to invest its
assets  primarily  in  income   producing   common  or  preferred  stock,   debt
obligations,  some of which will typically be convertible into common stock, and
other fixed-income  securities.  The sub-adviser typically seeks companies which
exhibit strong fundamental  characteristics  and considers  fundamental  factors
such as balance  sheet  quality,  cash flow  generation,  earnings  and dividend
growth record and outlook, and profitability  levels. The sub-advisor  presently
intends to consider these and other fundamental  characteristics  in determining
attractive  investment  opportunities  in  equity  and  fixed-income  investment
securities.  However,  the  sub-adviser  may  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  primarily  by
utilizing both equity and  fixed-income  securities.  The 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  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.
    

                       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.


                                       19
<PAGE>

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.

                               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.

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.


                                       20
<PAGE>

                            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.

                              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 in 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 


                                       21
<PAGE>

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.  At
all times,  however,  the  sub-adviser  will ensure that no more than 50% of the
Portfolio's  total holdings (other than commercial paper) would be rated below B
by Moody's or B by S&P.

The  sub-adviser  uses,  but does not place sole reliance on, credit  ratings in
evaluating bonds and determining credit quality of the issuer.

                              TAX-EXEMPT PORTFOLIO

OBJECTIVE:  Maximum  current  interest  income  exempt from federal  income tax,
consistent with preservation of capital.

INVESTMENT  FOCUS:  Ordinarily,  at least 80% of the Tax-Exempt  Portfolio's 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 than 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 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.

                                       22
<PAGE>

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.  Certain  limitations may apply to Portfolio  investments.
Unless  otherwise  indicated,  all limitations  apply at the time of investment.
Limitations  on borrowing  and  investments  in illiquid  securities  apply on a
continuous   basis.   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.

/BULLET/ 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.

/BULLET/ The Global Portfolio may invest without limit in foreign securities.

/BULLET/ 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.

/BULLET/ The  Flexible  Income  Portfolio  may  invest up to 50% of its  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.

                                       23
<PAGE>


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 minimally leveraged.

The Aggressive  Growth Portfolio  intends to use derivatives for hedging as well
as to enhance income, subject to these limitations:

/BULLET/ 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.

/BULLET/ The Portfolio does not intend to write any put options.

/BULLET/ The  Portfolio  may   buy  only  those  options  listed  on a  national
         securities exchange.

/BULLET/ 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.

/BULLET/ No more than 5% of the  Portfolio's  total  assets will be committed to
         non-hedging transactions.

/BULLET/ 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.

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.

Each Portfolio will evaluate  convertibles  for potential  investment  using the
same  ratings  criteria  as such  Portfolio  would use for  investments  in non-
convertible  debt  securities.  See Securities in Which the Portfolios  Invest -
Debt Securities.

                                       24
<PAGE>

             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").  See Appendix B for
more information.


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
Portfolios'  investments in such securities  could have the effect of increasing
the level of Portfolio  illiquidity to the extent that a dealer or institutional
trading market declines.

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 their assets in zero coupon bonds, step coupon bonds, pay-in-kind
securities or strips.

/BULLET/ 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.

/BULLET/ Step coupon  bonds sell at  a discount and pay a low coupon rate for an
         initial period, then pay a higher coupon rate thereafter.

/BULLET/ Pay-in-kind  securities  may pay  interest in  cash or in the form of a
         similar bond or other asset.

/BULLET/ 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.

                                       25
<PAGE>

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
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  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 lease
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.

                                       26
<PAGE>

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

/BULLET/ owns more than 10% of the outstanding voting securities of that issuer;
         or

/BULLET/ 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.

                               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:

/BULLET/ liquidity needs;

/BULLET/ securities having reached a price or yield objective;

/BULLET/ anticipated  changes in  interest  rates or  the credit  standing of an
         issuer; or

/BULLET/ 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 exceed 100%, but to be under 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 to the Portfolio's shareholders.

For historical  Portfolio  turnover rates,  see Financial  Highlights.  For more
discussion of portfolio turnover, see the SAI.

                                       27
<PAGE>

              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, which is a speculative technique:
    

/BULLET/ 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.

/BULLET/ Leveraging may exaggerate the effect on net asset value of any increase
         or decrease in the market value of the Portfolio's securities.


/BULLET/ Money  borrowed for leveraging  will be subject to interest costs.  In 
         certain  cases,  interest  costs may exceed the return  received on the
         securities purchased.


/BULLET/ 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.

   
To the extent that any Portfolio  purchases  securities  when the amount that it
has borrowed, even for temporary or emergency purposes,  exceeds 5% of its total
assets, the Portfolio is engaged in leveraging.
    

For more information about borrowing and lending, see the SAI.

                          LENDING PORTFOLIOS 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.

                                       28
<PAGE>



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 loaned 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.



                             JOINT TRADING ACCOUNTS

Subject to  approval  by the  Fund's  Board of  Trustees,  the  Growth,  Global,
Flexible  Income,  Balanced  and Capital  Appreciation  Portfolios  may transfer
uninvested  cash balances on a daily basis into certain joint trading  accounts.
Assets in the joint trading  accounts are invested in money market  instruments.
All other  participants in the joint trading accounts will be registered  mutual
funds or other clients of Janus Capital or its affiliates. These Portfolios will
participate  in  the  joint  trading  accounts  only  to  the  extent  that  the
investments of the joint trading  accounts are consistent with each  Portfolio's
investment  policies  and  restrictions.  Janus  Capital  anticipates  that  the
investments  made by a Portfolio  through the joint trading  accounts will be at
least as  advantageous  to that  Portfolio  as if the  Portfolio  had made  such
investment directly.


                         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:

                                       29
<PAGE>

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. 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").

                                       30
<PAGE>

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.

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 debt securities  (including  convertibles) 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.

                                       31
<PAGE>

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:

/BULLET/ a new product or process;

/BULLET/ a management change;

/BULLET/ a technological breakthrough;

/BULLET/ an extraordinary corporate event; or

/BULLET/ 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 Series
Fund's ownership, organization and management.


                                    TRUSTEES

The Board of Trustees is  responsible  for  managing the business and affairs of
IDEX 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.


 GROWTH, GLOBAL, FLEXIBLE INCOME, BALANCED AND CAPITAL APPRECIATION PORTFOLIOS

                               INVESTMENT ADVISER


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  33770-2597,  to act as its
investment  adviser.  IMI has served as  investment  adviser to IDEX Series Fund
Growth, Global, Flexible Income (and its predecessor,  IDEX Total Income Trust),
Balanced  and  Capital  Appreciation  Portfolios  since  the  inception  of each
Portfolio.  IMI also served as the investment adviser to IDEX Fund and IDEX Fund
3, which were reorganized into IDEX Growth Portfolio Class T shares on September
20, 1996, since inception of each of those Funds.


                     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 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 most other funds.

                                       32
<PAGE>

                           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, with respect to the Growth,  Flexible Income,
Balanced and Capital Appreciation Portfolios,  1.50% of that Portfolio's average
daily net assets.

   TAX-EXEMPT, INCOME PLUS, AGGRESSIVE GROWTH, EQUITY-INCOME, TACTICAL ASSET
                       ALLOCATION AND C.A.S.E. PORTFOLIOS

                               INVESTMENT ADVISER


These   Portfolios   have  each   entered  into  an  Advisory   Agreement   with
InterSecurities,  Inc.  ("ISI"),  whose address is 201 Highland  Avenue,  Largo,
Florida  33770-2597,  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 in October,
1995 and the C.A.S.E. Portfolio since its inception in February, 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 most 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.


<TABLE>
<CAPTION>

ACTUAL ADVISORY FEE RATIOS FOR                                     TOTAL ACTUAL EXPENSE RATIOS FOR THE FISCAL
   THE FISCAL YEAR ENDED                                               YEAR ENDED SEPTEMBER 30, 1995,
   SEPTEMBER 30, 1995                                               INCLUDING THE INVESTMENT ADVISORY FEE.
                
             PERCENTAGE OF AVERAGE DAILY NET ASSETS                                   PERCENTAGE OF AVERAGE DAILY NET ASSETS

                                                                                            CLASS A             CLASS C
<S>                      <C>                                <C>                              <C>                 <C>


Growth                   1.00%                              Growth                           1.86%               2.41%
Global                   1.00%                              Global                           2.10%               2.65%
Flexible Income          0.82%*                             Flexible Income                  1.87%*              2.42%*
Balanced                 0.00%*                             Balanced                         2.92%*              3.47%*
Capital Appreciation     0.00%*                             Capital Appreciation             2.90%*              3.45%*

                                                   
<FN>
*Net of fees waived by IMI                                  *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.)
</FN>

</TABLE>



                                       33

<PAGE>



<TABLE>
<CAPTION>

                              ADVISORY FEE SCHEDULE
                                                                 CAPITAL        FLEXIBLE INCOME
AVERAGE DAILY NET ASSETS    GROWTH     GLOBAL      BALANCED   APPRECIATION
<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>


<TABLE>
<CAPTION>

 ACTUAL ADVISORY FEE RATIOS FOR                                       TOTAL ACTUAL EXPENSE RATIOS FOR THE FISCAL
   THE FISCAL YEAR ENDED                                                 YEAR ENDED SEPTEMBER 30, 1995,
     SEPTEMBER 30, 1995                                               INCLUDING THE INVESTMENT ADVISORY FEE.

                    PERCENTAGE OF AVERAGE DAILY NET ASSETS                           PERCENTAGE OF AVERAGE DAILY NET ASSETS
                                        
                                                                                           CLASS A       CLASS C
<S>                                     <C>                     <C>                         <C>           <C>    


Tax-Exempt                              0.28%*                  Tax-Exempt                  1.02%*        1.27%*
Income Plus                             0.60%                   Income Plus                 1.29%          1.84%
Aggressive Growth                       0.41%*                  Aggressive Growth           2.85%*        3.40%*
Equity-Income                           0.00%*                  Equity-Income               2.99%*        3.54%*

<FN>
*Net of fees waived by ISI                                      *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.)
</FN>

</TABLE>

<TABLE>
<CAPTION>
                              ADVISORY FEE SCHEDULE

                                                        Aggressive   Equity-     Tactical Asset
AVERAGE DAILY NET ASSETS    Tax-Exempt    Income 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>



                    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;  brokerage of
the Portfolios may be placed with  affiliates,  and the sale of Fund shares by a
broker-dealer may be taken into account in placing brokerage.

          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  ("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.


                                       34
<PAGE>

                                  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 certain  Portfolios  of the WRL Series Fund,  Inc.,  an
affiliate of the Fund. Janus Capital also served as sub-adviser to IDEX Fund and
IDEX Fund 3 prior to their  reorganization  into the  Growth  Portfolio  Class T
shares, since the inception of each of those Funds.


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 IDEX  Series  Fund,  as
described in the SAI.


PORTFOLIO MANAGERS:


Scott W. Schoelzel has served as portfolio manager of the Growth Portfolio since
January,  1996.  He  previously  served as  co-portfolio  manager  of the Growth
Portfolio from 1995 until becoming portfolio manager.  Mr. Schoelzel also served
as portfolio manager of other mutual funds formerly 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.


Blaine P. Rollins has assisted in the management of the Balanced Portfolio since
its inception,  and has served as portfolio  manager since February 1, 1996. Mr.
Rollins  joined Janus Capital in 1990 and has gained  experience as a trader and
research analyst prior to assuming  management  responsibility  for the Balanced
Portfolio.  He holds a Bachelor  of Science in Finance  from the  University  of
Colorado  and is a Chartered  Financial  Analyst.  He has also managed the Janus
Balanced Fund since January 1996.


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.

                                      35
<PAGE>

                      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 June 30,  1996,  Alger
Management  had  approximately  $6.0  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.

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.

                                       36
<PAGE>


PORTFOLIO MANAGERS:

David D. Alger, Seilai Khoo and Ronald Tartaro are primarily responsible for the
day-to-day  management  of the  Portfolio.  Mr. Alger has been employed by Alger
Management as Executive  Vice  President and Director of Research since 1971 and
as President since 1995 and has served as a portfolio  manager of the Aggressive
Growth  Portfolio  since its  inception  in  December,  1994.  Ms. Khoo has been
employed by Alger  Management as a senior  research  analyst since 1989 and as a
Senior Vice  President  since 1995 and has served as a portfolio  manager of the
Aggressive  Growth Portfolio since October,  1995. Mr. Tartaro has been employed
by Alger Management as a senior research analyst since 1990 and as a Senior Vice
President  since 1995 and has served as a  portfolio  manager of the  Aggressive
Growth  Portfolio since October,  1995. Mr. Alger, Ms. Khoo and Mr. Tartaro also
serve as  portfolio  managers for other  mutual  funds and  investment  accounts
managed by Alger Management.


                             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 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. and Scot C. Hollmann 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.


                       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 $3.7 billion in assets under management as of June 30, 1996. 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.

                                       37
<PAGE>

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 five
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., 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  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.


                                       38
<PAGE>

                 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 is compensated  by each Portfolio for services as distributor  and principal
underwriter for Class A, Class B and Class C shares of each Portfolio, and Class
T shares of the Growth 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 in  personal  service  to and/or  maintenance  of
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, dealers or other financial  institutions 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.  Payments made under the plans may
exceed distribution expenses actually incurred.


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 T shares of the Growth  Portfolio are
not subject to annual  distribution and service fees.  However,  as compensation
for the  expenses  borne  by ISI and the  distribution  services  provided,  ISI
receives the sales  charges  imposed on Class T shares and reallows a portion of
such charges to brokers or dealers that have sold such Class T 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 distribution and service 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.

                         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.

                                       39
<PAGE>

                            MISCELLANEOUS INFORMATION

                         ORGANIZATION OF THE PORTFOLIOS


Each  Portfolio is a series of IDEX 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.  On
September  20, 1996,  the Fund changed its name from IDEX II Series Fund to IDEX
Series Fund.  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.


On  September  20, 1996,  in a tax free  reorganization,  IDEX Growth  Portfolio
acquired  all of the assets and assumed all of the  liabilities  of each of IDEX
Fund and IDEX Fund 3 in exchange  for Class T shares of IDEX  Growth  Portfolio,
which were then  distributed on a pro rata basis to the respective  shareholders
of IDEX Fund and IDEX Fund 3.

                  CLASS A, CLASS B, CLASS C AND CLASS T 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:
Class A, Class B, and Class C shares.  In  addition,  the  shares of  beneficial
interest  of IDEX  Growth  Portfolio  only  include  a fourth  class of  shares,
designated Class T shares. Each class represents interests in the same assets of
the Portfolio. The classes differ as follows:


/BULLET/ 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.

/BULLET/ 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.

/BULLET/ Class B  shares  are subject to a contingent  deferred sales charge, or
         back-end load, at a declining rate.

/BULLET/ 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.


Class T shares of the Growth Portfolio are subject to an initial front-end load,
but no annual distribution and service fees. Class T shares are not available to
new investors; only existing Class T shareholders (who were shareholders of IDEX
Fund or IDEX Fund 3 on September 20, 1996) may purchase  additional  Class T
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,  and with respect to the Growth  Portfolio,  lower
than for Class T shares.


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.

                                       40
<PAGE>

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.


                         DISTRIBUTION SCHEDULE
  PORTFOLIO               INCOME DISTRIBUTIONS    CAPITAL GAIN DISTRIBUTIONS*
   

Aggressive Growth               Annually                    Annually
Capital Appreciation            Annually                    Annually
Global                          Annually                    Annually
Growth                          Annually                    Annually
C.A.S.E.                        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

*    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.


                           PERSONAL SECURITIES TRADING

The Fund permits "Access Persons" as defined by Rule 17j-1 under the 1940 Act to
engage in personal securities transactions,  subject to the terms of the Code of
Ethics and Insider  Trading  Policy ("the  Policy") that has been adopted by the
Board  of  Trustees  of  the  Fund.  Access  Persons  must  use  the  guidelines
established  by this Policy for all  personal  securities  transactions  and are
subject to certain  prohibitions on personal trading.  The Fund's  sub-advisers,
pursuant to Rule 17j-1 and other  applicable  laws, and pursuant to the terms of
the Policy,  must adopt and enforce their own Code of Ethics and Insider Trading
Policies  appropriate to their particular  business needs. Each sub-adviser must
report to the  Board of  Trustees  on a  quarterly  basis  with  respect  to the
administration and enforcement of such Policy,  including any violations thereof
which may potentially affect the Fund.

                              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.

                                       41
<PAGE>


                              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 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 Customer Service.


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,  and dividends and other  distributions  paid by
the Growth  Portfolio with respect to its Class T shares,  are calculated in the
same manner and declared and paid at the same time. For a complete discussion of
Class A, Class B, Class C and Class T 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 guaranteed request to IDEX.


                                       42
<PAGE>


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.

The  Flexible   Income,   Tax-Exempt  and  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  record  date of any  dividend  or
distribution  by calling IDEX Customer  Service at (800)  851-9777 or 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 or  Class T 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. The  reorganization  of
IDEX Fund and IDEX Fund 3 into the IDEX Growth  Portfolio on September 20, 1996,
was not a taxable event. As such, the former  shareholders of IDEX Fund and IDEX
Fund 3 who received  Class T shares of IDEX Growth  Portfolio as a result of the
reorganization  obtained a carryover basis and carryover holding period in their
Class T shares.  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.

                                       43
<PAGE>


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  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,  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.

                                       44
<PAGE>

                                 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 and other retirement accounts 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 Portfolio,  you may open
an account in another IDEX Portfolio  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.


NOTE: Class T shares of the Growth Portfolio are not available to new investors;
only existing Class T shareholders  (who were  shareholders of IDEX Fund or IDEX
Fund 3 on September 20, 1996) may purchase additional Class T shares.


3.      PAY FOR YOUR SHARES

You may buy shares in the following ways:

/BULLET/ By check, by mail

                                       45
<PAGE>

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 33770-2597.


/BULLET/ 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.

/BULLET/ 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.



/BULLET/ 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
banks to wire Federal funds as follows:

                      NATIONSBANK OF FLORIDA, 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  purchase  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, Class C, or Class T  respectively.  The public offering price of a Class A or
Class T share 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. 

                                       46
<PAGE>


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.

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,  or Class T
shares of the Growth 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
percentage in four ways:

/BULLET/ By investing larger amounts;


/BULLET/ 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;

/BULLET/ By filing a "letter of  intention"  to buy enough  shares  within a  13
         month period to qualify for a reduced sales charge; or

/BULLET/ 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 shares of its Portfolios 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.

                                       47
<PAGE>

                    DISCOUNTS THROUGH A RIGHT OF ACCUMULATION


If you already own Class A shares of certain IDEX Portfolios,  or Class T shares
of the Growth Portfolio, 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 you 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 or Class T shares of
the Growth Portfolio 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:

/BULLET/ 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.

/BULLET/ Future  changes  in  quantity  discounts  (breakpoints)  will apply  to
         purchases under the LOI.

/BULLET/ Sales charge  adjustments will be made if you actually buy more or less
         than you commit to buy during the period of your LOI.

/BULLET/ 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.

/BULLET/ 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.

/BULLET/ Each LOI investment must be at least 5% of the total commitment.

/BULLET/ 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 Class T shares of the Growth  Portfolio.  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 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:

/BULLET/ 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;

/BULLET/ Directors,  officers,  full-time employees and sales representatives of
         any dealer having a sales agreement with ISI;

                                       48
<PAGE>
/BULLET/ Any trust, pension, profit-sharing or other benefit plan for any of the
         foregoing  persons; 

/BULLET/ Any members of the family of any of the foregoing persons; or



/BULLET/ "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.

<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%                    3.63%
$250,000 but less than $500,000           2.75%                    2.25%                    2.83%
$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.
</FN>

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.

</TABLE>

                                       49

<PAGE>

<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%                    3.63%
$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.
</FN>

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.

</TABLE>


     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:

/BULLET/ Distributions (both dividends and capital gains) are not subject to the
         sales charge;

/BULLET/ No sales charge is imposed on any increase in value of your shares;

/BULLET/ Shares  acquired by reinvesting  distributions  are  not subject to the
         sales charge;

/BULLET/ If your  shares are worth less than when you  bought  them,  the charge
         will be assessed on their current (or lower) value;

/BULLET/ When you issue a redemption 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 Class B shares
in the thirteenth month after their sale.


                                       50
<PAGE>

                     SALES CHARGE WAIVERS ON CLASS B SHARES

The sales charge on Class B shares may be waived in certain circumstances:

/BULLET/ Following the death of the shareholder;

/BULLET/ 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;

/BULLET/ 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


/BULLET/ 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 redemption will be waived.

See the SAI for complete information about Class B share sales charge waivers.


                                 CLASS B SHARES

                                            CONTINGENT DEFERRED SALES CHARGE
                                            AS A PERCENTAGE OF DOLLAR AMOUNT

YEAR SINCE PURCHASE                               SUBJECT TO CHARGE*
First                                                     5%
Second                                                    4%
Third                                                     3%
Fourth                                                    2%
Fifth and Sixth                                           1%
Seventh and Later                                         0%

*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.


                       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.

                                       51

<PAGE>

              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  commission and
annual service and distribution  fees on Class A shares and on Class T shares of
the Growth Portfolio.

              CLASS T SHARES: SALES CHARGES AND AVAILABLE DISCOUNTS

Class T  shares  are not  available  to new  investors;  only  existing  Class T
shareholders  (former  IDEX Fund and IDEX Fund 3  shareholders)  may buy Class T
shares of the Growth Portfolio. Class T shares are not subject to annual service
and distribution fees. When you buy Class T shares of the Growth Portfolio,  you
generally pay an up-front sales charge. You can reduce the up-front sales charge
percentage in the following four ways,  which are described in more detail under
Class A Shares: Sales Charges, Available Discounts and Dealer Reallowances.

/BULLET/ By investing larger amounts;

/BULLET/ 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;

/BULLET/ By filing a "letter of  intention"  to buy enough  shares  within a  13
         month period to qualify for a reduced sales charge; or

/BULLET/ By investing as part of a qualified group.

   
You generally pay no sales charge upon redemption of Class T shares. However, if
you pay no up-front  sales charge  because you are purchasing $1 million or more
of Class T 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,  unless they were
purchased pursuant to a qualified  retirement plan. 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.
    

          WAIVER OF CLASS T SHARE SALES CHARGES FOR CERTAIN INDIVIDUALS

Class T shares of a Portfolio may be sold without sales charges to:

/BULLET/ 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;

/BULLET/ Directors,  officers,  full-time employees and sales representatives of
         any dealer having a sales agreement with ISI;

/BULLET/ Any trust, pension, profit-sharing or other benefit plan for any of the
         foregoing persons;

/BULLET/ Any members of the family of any of the foregoing persons; or

/BULLET/ "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 T shares at NAV may not impose a sales charge when
they re-sell those shares.

                                       52
<PAGE>

<TABLE>
<CAPTION>

                        CLASS T SHARE QUANTITY DISCOUNTS
                                GROWTH 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 $10,000                         8.50%                   7.00%                    9.29%
$10,000 but less than $25,000             7.75%                   6.25%                    8.40%
$25,000 but less than $50,000             6.25%                   5.50%                    6.67%
$50,000 but less than $75,000             5.75%                   5.00%                    6.10%
$75,000 but less than $100,000            5.00%                   4.25%                    5.26%
$100,000 but less than $250,000           4.25%                   3.75%                    4.44%
$250,000 but less than $500,000           3.00%                   2.50%                    3.10%
$500,000 but less than $1,000,000         1.25%                   1.00%                    1.27%
$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 T 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.
</FN>



</TABLE>


                      WHICH CLASS OF SHARES SHOULD YOU BUY?


Class A, Class B, Class C and Class T share  commissions,  dealer  reallowances,
discounts,  and possible waivers have been explained in the sections above. Only
existing  Class T shareholders  (former IDEX Fund and IDEX Fund 3  shareholders)
may purchase Class T shares of the Growth Portfolio.

Please  consult  with your  registered  representative  to decide which class of
shares is  appropriate  for you.  Which  class makes the most sense for you will
depend  upon  your  particular  circumstances  and  investment  goals.  The Fund
provides these classes of shares with  differing  charges so that you can choose
what makes sense in your situation. Some things you should think about:

/BULLET/ How much you intend to invest. For example,  Class A and Class T 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 or
         Class T shares.

/BULLET/ 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 or Class T 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.

/BULLET/ 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 or
         Class T shares of the  Growth  Portfolio,  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  Class B or Class C shares  of the
         Fund),  even though you do not pay 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.  Class T shares of the Growth  Portfolio have a higher up-front
         sales charge,  but are not subject to annual  service and  distribution
         fees.
                                       53
<PAGE>


NOTE: For a hypothetical comparison of the expenses which you might incur with a
$1,000  investment in Class A, Class B, Class C or Class T shares,  see Examples
of Expenses  under  Summary of  Expenses.  

Class A, Class B, Class C and Class T 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 or Class T shares  because  of Class B and  Class C shares'
higher expenses.



<TABLE>
<CAPTION>

                                                  CLASS A         CLASS B        CLASS C        CLASS T
<S>                                                 <C>             <C>            <C>            <C>

Up-front sales charge                               Yes             No             No             Yes
Higher ongoing service and distribution fees        No              Yes            Yes            No
Sales charge on redemption                          No**            Yes*           No             No**
Quantity sales charge discounts available           Yes             No             No             Yes
<FN>

*    The redemption  charge on  Class B shares declines year by year and reaches
     0% after six years. After eight years, Class B shares convert to A shares
     which are subject to lower ongoing fees.

**   A  1%  deferred  sales  charge  will be applied to any redemption within 12
     months of a $1  million  purchase  on which no  up-front  sales  charge was
     imposed.
</FN>

</TABLE>



                           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 such  purchase(s)  has cleared the bank,
which may take up to 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.

                                       54
<PAGE>

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).

/BULLET/ 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.

/BULLET/ If  you have previously  requested  share  certificates,  they  must be
         returned if you wish to redeem these shares.

/BULLET/ 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:

/BULLET/ redemption requests larger than $100,000 by check;

/BULLET/ redemption  requests  of  any   size  made  in  an  account  where  the
         registration and/or address has been changed in the last 10 days;

/BULLET/ 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;

/BULLET/ redemptions  by  Federal  funds  bank  wire  to  a  bank  that  is  not
         pre-designated on your account;

/BULLET/ certain requests to change the registered owners of an account; or

/BULLET/ to change certain  arrangements in your  systematic  withdrawal plan or
         cash dividend payment details.

This  guarantee  must be made by a national  or state  bank,  a member firm or a
national stock exchange,  or any other eligible guarantor as defined by the SEC.
Notarization  is  not an  acceptable  substitute.  IDEX  may  require  signature
guarantees 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 per day 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:

/BULLET/ For shares purchased by check or ACH within the past 15 days;


/BULLET/ For  retirement  accounts  (except  IRAs,  which will be subject to 10%
         withholding);


/BULLET/ For shares represented by certificates;

/BULLET/ In amounts of $50,000 and over; or

/BULLET/ In accounts  where the  registration  and/or  address has been  changed
         within the past 10 days.

                                       55
<PAGE>

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 banking 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  redemption 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 at 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:

/BULLET/ Have an account worth at least $10,000;

/BULLET/ Withdraw only up to 12% annually of the value  of your account,  if you
         own B shares;

/BULLET/ Withdraw at least $50 with each redemption.

You may  receive  your  money via ACH to your bank  account  or by check to your
address of record.

Withdrawals  paid by check are normally  made seven to ten 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:

/BULLET/ 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.

/BULLET/ Dividends and capital gains  distributions  on accounts with  an active
         SWP are usually paid in additional shares of the Portfolio.

/BULLET/ 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
         depleted and ultimately exhausted.

/BULLET/ Payments  under an  SWP  probably  will  include  some  amount  of your
         original investment and are taxable events.

/BULLET/ An SWP may not be advantageous to maintain while you simultaneously buy
         shares in the same portfolio; you'll pay more in sales charges than you
         have to.

/BULLET/ 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.

                                       56
<PAGE>



                             REINVESTMENT PRIVILEGE


If you sell  Class A,  Class B or Class T shares,  you may  repurchase  Class A,
Class B or Class T shares in any  Portfolio  of the same  class 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:


/BULLET/ You may  reinvest  the  proceeds of  a Class A or Class T share sale in
         shares of the same class without paying the up-front commission;


/BULLET/ 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; 

/BULLET/ The contingent deferred  sales  charge  you  paid  when  you  sold your
         Class B shares will also be reinvested in new Class B shares;

/BULLET/ 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.


Class T Shares may be exchanged  only for Class A shares of the IDEX  Portfolios
other than the Growth Portfolio.  There will be no sales charges imposed on such
exchanges;  however Class A shares of all IDEX  Portfolios  are subject to 12b-1
distribution  and service fees.  Shareholders  may not exchange other classes of
shares of the IDEX Portfolios for Class T Shares.


In the case of Class B share  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, Class C or Class T 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.


                                       57
<PAGE>

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,  Class C or Class T 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 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 Zurich
Kemper Investments, 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
Class 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 due to  redemptions  and there are not 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.


                                       58
<PAGE>
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, Class C and Class T 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 are ordinarily  charged a $15 per year maintenance fee,
with a maximum of $30 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 and
capital gain distribution reinvestments as well as your ACH transactions.

HISTORICAL  STATEMENTS.  You may order a  historical  statement  covering  years
before the current year.

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:

/BULLET/ No certificates will be issued for fractional shares;

/BULLET/ No  certificates  will be  issued  for  accounts  holding  less than 30
         shares,  except in  connection  with sales or  transfers of shares from
         other funds when you already hold certificates;

/BULLET/ Certificates are issued only in the same name as your account;

/BULLET/ Certificates are not issued for retirements plan accounts  with IFTC as
         custodian.

If you want certificates representing your shares, you may write or call 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.


                                       59

<PAGE>


<TABLE>
<CAPTION>

                                   APPENDIX A

BRIEF EXPLANATION OF RATING CATEGORIES


BOND RATING            EXPLANATION

<S>                                 <C>             <C>    
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
                                    CCC, CC, C      required interest and 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 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 of ever attaining investment standing.

</TABLE>



                                        1

<PAGE>



                     SECURITIES HOLDINGS BY RATING CATEGORY


During the period ended March 31, 1996, 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                                 11.50                          --
AA                                   3.50                         2.80
A                                   15.72                         9.40
BBB                                 20.30                        41.68
BB                                  16.07                        23.41
B                                   30.66                        19.57
CCC                                   --                           --
CC                                    --                           --
C/NR                                  --                           .51
Preferred Stock/NR                    --                          3.61
Cash, Equivalents 
 and Assets Less                     2.25                         3.14
 Liabilities
Total                              100.00                       100.00




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 period ended March 31, 1996.  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.


                                        2

<PAGE>



                                   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.

I. 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.

                                       1
<PAGE>

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 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.


                                       2
<PAGE>
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).


                                       3

<PAGE>

                        IDEX AGGRESSIVE GROWTH PORTFOLIO
                       IDEX CAPITAL APPRECIATION PORTFOLIO
                              IDEX GLOBAL PORTFOLIO
                              IDEX GROWTH PORTFOLIO
                             IDEX C.A.S.E. PORTFOLIO
                          IDEX EQUITY-INCOME PORTFOLIO
                    IDEX TACTICAL ASSET ALLOCATION PORTFOLIO
                             IDEX BALANCED PORTFOLIO
                         IDEX FLEXIBLE INCOME PORTFOLIO
                           IDEX INCOME PLUS PORTFOLIO
                            IDEX TAX-EXEMPT PORTFOLIO

                       STATEMENT OF ADDITIONAL INFORMATION

                                     
                               SEPTEMBER 20, 1996
                                     

                                IDEX SERIES FUND
                                      
                         (FORMERLY IDEX II SERIES FUND)
                               201 Highland Avenue
                            Largo, Florida 33770-2957
                         Customer Service (800) 851-9777

     IDEX Aggressive Growth Portfolio, IDEX Capital Appreciation Portfolio, IDEX
Global  Portfolio,  IDEX  Growth  Portfolio,   IDEX  C.A.S.E.   Portfolio,  IDEX
Equity-Income Portfolio, IDEX Tactical Asset Allocation Portfolio, IDEX Balanced
Portfolio,  IDEX Flexible Income Portfolio,  IDEX Income Plus Portfolio and IDEX
Tax-Exempt Portfolio (each a "Portfolio" and collectively, the "Portfolios") are
series of IDEX  Series Fund (the  "Fund"),  an  open-end  management  investment
company that offers a selection of investment  portfolios.  Each IDEX  Portfolio
herein was formerly known as an IDEX II Portfolio. All Portfolios other than the
Capital Appreciation  Portfolio are diversified,  while the Capital Appreciation
Portfolio is  nondiversified.  IDEX Aggressive  Growth Portfolio seeks long-term
capital  appreciation.  IDEX 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 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 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 Growth Portfolio seeks only
growth of capital. IDEX Equity-Income Portfolio seeks to provide current income,
long-term  growth  of income  and  capital  appreciation.  IDEX  Tactical  Asset
Allocation  Portfolio seeks  preservation of capital and competitive  investment
returns. IDEX Balanced Portfolio seeks long-term capital growth, consistent with
preservation  of capital and balanced by current  income.  IDEX 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 Income Plus Portfolio seeks to provide as high
a level of current income as is consistent with the avoidance of excessive risk.
IDEX  Tax-Exempt  Portfolio  seeks to provide  maximum  current  interest income
exempt from  federal  income tax in a manner  consistent  with  preservation  of
capital.

     On September 20, 1996 in a tax-free  reorganization,  IDEX Growth Portfolio
(formerly IDEX II Growth  Portfolio)  acquired all of the assets and assumed all
of the  liabilities  of IDEX Fund and IDEX Fund 3 in exchange for Class T shares
of IDEX Growth Portfolio, which were then distributed on a pro rata basis to the
respective  shareholders  of IDEX Fund and IDEX Fund 3. Upon the  closing of the
reorganization, IDEX II Series Fund changed its name to IDEX Series Fund.

     This Statement of Additional Information is not a Prospectus, and should be
read in conjunction  with the Prospectus  dated  September 20, 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.



<PAGE>



                                IDEX SERIES FUND

                       STATEMENT OF ADDITIONAL INFORMATION

                                TABLE OF CONTENTS


INVESTMENT OBJECTIVES.........................................................1


INVESTMENT RESTRICTIONS, POLICIES AND PRACTICES...............................1
    Investment Restrictions of IDEX Aggressive Growth Portfolio ..............1
    Investment Restrictions of IDEX Capital Appreciation Portfolio 
     and IDEX Balanced Portfolio..............................................2
    Investment Restrictions of IDEX Global Portfolio..........................4
    Investment Restrictions of IDEX Growth Portfolio and  
     IDEX Flexible Income Portfolio...........................................5
    Investment Restrictions of IDEX C.A.S.E. Portfolio........................7
    Investment Restrictions of IDEX Equity-Income Portfolio...................9
    Investment Restrictions of IDEX Tactical Asset Allocation Portfolio......10
    Investment Restrictions of IDEX Income Plus Portfolio....................12
    Investment Restrictions of IDEX Tax-Exempt Portfolio.....................13
OTHER POLICIES AND PRACTICES OF THE PORTFOLIOS...............................15
    Futures, Options and Other Derivative Instruments........................15
    Futures Contracts .......................................................15
    Options on Futures Contracts.............................................17
    Options on Securities....................................................18
    Options on Foreign Currencies............................................21
    Forward Contracts........................................................22
    Swaps and Swap-Related Products..........................................23
    Eurodollar Instruments...................................................24
    Special Investment Considerations and Risks..............................24
    Additional Risks of Options on Foreign Currencies, Forward 
     Contracts and Foreign Instruments.......................................24
    Other Investment Companies...............................................25
    Zero Coupon, Pay-In-Kind and Step Coupon Securities......................25
    Income-Producing Securities..............................................26
    Lending of Portfolio Securities..........................................27
    Joint Accounts...........................................................27
    Illiquid Securities......................................................27
    Repurchase and Reverse Repurchase Agreements.............................28
    Pass-through Securities..................................................28
    High-Yield/High-Risk Bonds...............................................29
    Warrants and Rights......................................................30
    U.S. Government Securities...............................................30
    Portfolio Turnover.......................................................30

INVESTMENT ADVISORY AND OTHER SERVICES.......................................31
    Growth, Global, Flexible Income, Balanced and 
     Capital Appreciation Portfolios.........................................31
    Tax-Exempt, Income Plus, Aggressive Growth, Equity-Income,
     Tactical Asset Allocation and C.A.S.E. Portfolios.......................33
    Additional Investment Advisory or Sub-Advisory Services 
     Provided by the Sub-Advisers............................................35

                                        i



<PAGE>





DISTRIBUTOR..................................................................35

ADMINISTRATIVE SERVICES......................................................36

CUSTODIAN, TRANSFER AGENT AND OTHER AFFILIATES ..............................36

PORTFOLIO TRANSACTIONS AND BROKERAGE.........................................37

TRUSTEES AND OFFICERS .......................................................39

PURCHASE OF SHARES ..........................................................43

DISTRIBUTION PLANS ..........................................................43

NET ASSET VALUE DETERMINATION................................................45

DIVIDENDS AND OTHER DISTRIBUTIONS ...........................................48

SHAREHOLDER ACCOUNTS.........................................................48

RETIREMENT PLANS.............................................................48

REDEMPTION OF SHARES ........................................................48

TAXES........................................................................49

PRINCIPAL SHAREHOLDERS.......................................................51

MISCELLANEOUS ...............................................................51
    Organization ............................................................51
    Shares of Beneficial Interest ...........................................51
    Legal Counsel and Auditors ..............................................52
    Registration Statement ..................................................52

PERFORMANCE INFORMATION .....................................................52

FINANCIAL STATEMENTS ........................................................56

CERTAIN SECURITIES IN WHICH THE PORTFOLIOS MAY INVEST ...............APPENDIX A
















                                       ii



<PAGE>




                              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 AGGRESSIVE GROWTH PORTFOLIO

IDEX 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;

     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;

     7.  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; and

     8. Issue senior securities, except that the Portfolio may borrow from banks
for  investment  purposes  so  long  as the  Portfolio  maintains  the  required
coverage.

                                        1

<PAGE>

     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;

     (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   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 invest in companies for the purpose of exercising
control or management; and

     (I) 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.

INVESTMENT RESTRICTIONS OF IDEX CAPITAL APPRECIATION PORTFOLIO AND IDEX BALANCED
PORTFOLIO

IDEX Capital  Appreciation  Portfolio and IDEX 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 Capital Appreciation
Portfolio may invest in the securities of as few as two issuers;

                                        2

<PAGE>

     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;

     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);


     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; and

     7. 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.


     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, 

                                        3

<PAGE>
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  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 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;

     (J) The Portfolio may not invest in companies for the purpose of exercising
control or management;

     (K) 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

     (L) 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 GLOBAL PORTFOLIO

IDEX 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);

                                        4
<PAGE>


     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; and

     7. 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.

     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;

     (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 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 

                                        5
<PAGE>



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

     (J) The Portfolio may not invest in companies for the purpose of exercising
control or management.


INVESTMENT  RESTRICTIONS  OF IDEX  GROWTH  PORTFOLIO  AND IDEX  FLEXIBLE  INCOME
PORTFOLIO

IDEX Growth Portfolio and IDEX 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;

     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;


     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); and

     7. 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.


     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;
                                        6

<PAGE>



     (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 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;

     (F) The Portfolio may not invest in companies for the purpose of exercising
control or management;

     (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  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;

     (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 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

     (J) 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  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 C.A.S.E. PORTFOLIO

IDEX 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  25% or more  of the  value  of the  Portfolio's  assets  in any
particular industry (other than government securities);

                                        7

<PAGE>

     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;


     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);

     7. 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; and

     8. Issue senior securities, except as permitted by the 1940 Act.


     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  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 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;

     (F) 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

                                        8

<PAGE>

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;

     (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 not  invest  more than 25% of its net assets at the
time of purchase in the securities of foreign issuers and obligors;

     (I) The Portfolio may not invest in companies for the purpose of exercising
control or management;

     (J) 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;

     (K) 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; and

     (L) 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 EQUITY-INCOME PORTFOLIO

IDEX 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);

     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;
                                        9

<PAGE>


     7. 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; and


     8. Issue senior securities, except as permitted by the 1940 Act.


     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 arenot 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;

     (F) 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;

     (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 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;

     (I) The Portfolio may not invest in companies for the purpose of exercising
control or management;


     (J)  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
                                       10

<PAGE>

     (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.


INVESTMENT RESTRICTIONS OF IDEX TACTICAL ASSET ALLOCATION PORTFOLIO

IDEX 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);


     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;

     7. 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; and

     8. Issue senior securities, except as permitted by the 1940 Act.


     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;
                                       11

<PAGE>

     (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 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;

     (I) 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

     (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.

INVESTMENT RESTRICTIONS OF IDEX INCOME PLUS PORTFOLIO

IDEX 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,  

                                       12

<PAGE>

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;

     14.  Invest in  companies  for the  purpose of  exercising  management  for
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;

                                       13

<PAGE>

     (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) 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  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.

INVESTMENT RESTRICTIONS OF IDEX TAX-EXEMPT PORTFOLIO

IDEX 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;

     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;


     11. Purchase or sell commodities or commodity contracts; and

     12. 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.


                                       14

<PAGE>

     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; and


     (E) 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.

     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 

                                       15

<PAGE>

             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 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 

                                       16

<PAGE>

             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.

             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.

                                       17

<PAGE>
             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 in 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 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 


                                       18

<PAGE>

             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  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.

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<PAGE>

             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 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.

                                       20

<PAGE>

             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 
                                       21

<PAGE>


             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  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 

                                       22

<PAGE>

             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  currency for an
             agreed price (which may be in U.S. dollars or another 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 contact.

             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  

                                       23

<PAGE>


             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.

             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  
                                       24

<PAGE>

             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.

             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 

                                       25

<PAGE>

             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.

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.

                                       26

<PAGE>


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.

          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  Income  Plus
Portfolio 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  


                                       27

<PAGE>

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 TRADING ACCOUNTS.

     As  described  in the  Prospectus,  the Growth,  Global,  Flexible  Income,
Balanced and Capital Appreciation  Portfolios and other clients of Janus Capital
and its affiliates may place assets in joint trading accounts for the purpose of
making short-term investments in money market instruments. The Board of Trustees
of the Fund must approve the  participation of each of these Portfolios in these
joint trading accounts and procedures  pursuant to which the joint accounts will
operate.  The joint trading accounts are to be operated pursuant to an exemptive
order  issued to Janus  Capital and certain of its  affiliates  by the SEC.  All
joint account participants,  including these Portfolios,  will bear the expenses
of the joint  trading  accounts in proportion  to their  investments.  Financial
difficulties  of other  participants in the joint accounts could cause delays or
other  difficulties  for the Portfolios in  withdrawing  their assets from joint
trading accounts.


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  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 


                                       28

<PAGE>

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,  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 

                                       29

<PAGE>
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 areduction
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.

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  do not
intend to invest in  warrants  valued at the lower of cost or market  value,  if
such value exceeds 5% of a Portfolio's net assets, provided that no more than 2%
of a Portfolio's  net assets may be invested in warrants which are not listed on
the New York or American  Stock  Exchange.  Warrants  acquired by a Portfolio in
units or attached to securities may be deemed to be without value.


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 
                                       30

<PAGE>

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  123.26%,   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 161.48%, 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  149.58%  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 100.35%,  107.41%, 42.18%
and 319.95%,  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 126.48%,  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 25.07%,
48.12% and 54.51%, respectively.

                     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 33770-2957.  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  $4,292,430,  $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 $873,921,  $558,189 and
$64,951 (net of fees waived by IMI of $52,462 pursuant to the Global Portfolio's
expense  
                                       31

<PAGE>
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
$185,824 and $136,806 (net of fee waivers by IMI of $16,128 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 $31,512 and $43,610, respectively (net of fees waived by IMI of
$49,201  and  $55,475,  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
Boardof  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 and  Flexible  Income
Portfolios,  1.5% of each Portfolio's average daily net 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 $2,146,215,  $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 $436,960, $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 $92,912
and $68,403, respectively. For the 

                                       32

<PAGE>

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 $15,756
and $21,805, 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 (and December 31 of each                $950 million
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 Growth,
Global,  Flexible Income,  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, 1995.

     IMI and Janus  Capital also served as investment  adviser and  sub-adviser,
respectively,  to certain other funds in the IDEX Group, IDEX Fund and IDEX Fund
3, which were reorganized into Class T shares of IDEX Growth Portfolio (formerly
IDEX II Growth  Portfolio) on September  20, 1996.  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
approximately $39 billion in assets as of June 30, 1996.


     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.

                                       33
<PAGE>

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  33770-2957.  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  $169,325,  $65,782 and $48,680,  respectively  (net of fee waivers by ISI of
$91,270 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
$402,031,  $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 $62,031 and $25,137,  respectively for the
fiscal year ended  September  30, 1995 (net of fees waived by ISI of $31,402 and
$39,831, respectively, pursuant to each Portfolio's expense limitation of 2.5%).

     No investment advisory fees were paid by the IDEX 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.

     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 

                                       34

<PAGE>

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 $84,662,
$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
$201,015, $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 $31,015  and  $12,568,  respectively,  for the fiscal year
ended September 30, 1995.


     No investment  sub-advisory  fees were assessed for the IDEX 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."

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.

                                       35

<PAGE>
     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
$1,155,639,  $2,389,332 and  $4,372,620,  respectively,  and retained  $167,446,
$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 $491,761, $1,202,555 and $131,986, respectively, and retained
$73,278, $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  $28,794 and $66,672,  respectively,  and retained $5,736
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
$22,502,  $73,000 and $80,394,  respectively,  and retained $4,491,  $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  $142,265,  $285,345  and  $376,367,  respectively,  and  retained
$26,821, $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 $61,824,  $73,332,  $228,229 and $90,604,  respectively,  and
retained $10,074,  $10,921, $33,478 and $14,667,  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.

                             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.

                                       36

<PAGE>

                 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 $35,050, $69,012 and $76,802,  respectively, net of earnings credits
of  $121,069,  $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 $92,608,  $254,474 and  $27,632,  respectively,  net of earnings
credits of $110,004, $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 $18,545 and $17,912,  respectively, net of earnings credits
of $3,308 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 $6,484,  $6,192 and
$7,822,  respectively,  net of earnings of $6,647,  $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  $11,389,   $17,039  and  $12,391,
respectively,  net of earnings  credits of $14,555,  $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 $27,772, $32,264, $21,302 and $3,886, respectively,  net of earnings
of $0, $2,040, $2,317 and $4,176.


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  $1,741,068,  $1,523,083  and  $1,160,335,   respectively,  net  of
brokerage  credits  of $0,  $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  $341,591,  $34,294  and  $27,632,  respectively,  net of
brokerage  credits of $323, $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 $53,822 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
$35,084, $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 $118,821,  $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 $9,905, $22,570, $27,772 and $10,668,  respectively, net of brokerage credits
of $0, $0, $8 and $0, respectively.


     No custodian or transfer agency fees and expenses were incurred by the IDEX
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 
                                       37

<PAGE>

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 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 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 Global and Capital Appreciation Portfolios paid the
following  commissions  to  DST  Securities,  Inc.  and  the  Aggressive  Growth
Portfolio paid the following commissions to Fred Alger & Company, Incorporated:

Commissions Paid:                                             FRED ALGER
                           DST SECURITIES, INC.        & COMPANY, INCORPORATED

Fiscal 1995......................$4.42.........................$18,944
Fiscal 1995 Percentages:
   Commissions with 
     affiliates to total 
     commissions..................0.3%..........................96.8%
   Value of brokerage 
     transactions with 
     affiliates to total
     brokerage transactions ......0.2%..........................38.5%

                                       38

<PAGE>

     As of September 30, 1995,  the Growth  Portfolio  owned  $17,428,125 of the
common stock of Merrill Lynch and Company, Inc. ("Merrill Lynch"). Merrill Lynch
is one of the ten brokers or dealers that received the greatest dollar amount of
brokerage  commissions  from the Growth  Portfolio  during the fiscal year ended
September 30, 1995.

     As of September 30, 1995, the Aggressive  Growth Portfolio owned a total of
$62,938 of the  common  stocks of Merrill  Lynch and Lehman  Brothers  Holdings,
Inc.,  which are two of the ten brokers or dealers  that  received  the greatest
dollar amount of brokerage  commissions  from the  Aggressive  Growth  Portfolio
during the fiscal year ended September 30, 1995.

     During the fiscal years ended September 30, 1995, 1994 and 1993,  brokerage
commissions in the amount of $0, $16,052 and $35,594, respectively, were paid to
affiliated  brokers  by the Growth  Portfolio.  The  Growth  Portfolio  received
transfer  agency fee credits of $0,  $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  $431,   $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 $323, $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 $0, $11,  $18,944 and $0,  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 $0, $8, $0
and $0, 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 $930,417, $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 $124,068,  $61,311 and $23,248,  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 $1,853 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 $9,193, $41,182, $19,568 and $9,661.

     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.


     During the fiscal year ended September 30, 1995, Growth,  Global,  Flexible
Income,   Balanced,   Capital  Appreciation  and  Equity-Income  Portfolios  had
transactions in the amounts of $22,679,117,  $2,936,843, $0, $263,886,  $202,956
and $2,406,385, respectively, which resulted in brokerage commission of $48,522,
$9,690, $0, $705, $963 and $4,904,  respectively,  that were directed to brokers
for brokerage and research services provided.


                                       39

<PAGE>

                              TRUSTEES AND OFFICERS


Peter R. Brown
1475 Belcher Road South
Largo, FL  34640
05/10/28

Trustee of IDEX Series Fund (formerly  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, FL (construction,  contractors and
engineers); Rear Admiral (Retired), U.S. Navy Reserve, Civil Engineer Corps.

- ----------
Daniel Calabria
7120 S. Shore Drive
South Pasadena, FL  33707
03/05/36

Trustee  (1996-present) of IDEX Series Fund (formerly IDEX II Series Fund), IDEX
Fund and IDEX Fund 3; Trustee (1993 present) and President  (1993 - 1995) of The
Florida  Tax Free Funds  (mutual  funds);  Director  (1996-present)  of ASM Fund
(mutual fund); currently retired;  formerly President and Director (1995) of Sun
Chiropractic Clinics, Inc. (medical services);  Executive Vice President (1993 -
1995)  of  William  R.  Hough & Co.  (investment  adviser,  municipal  bond  and
underwriting firm); President/CEO (1986-1992) of Templeton Fund Management, Inc.
(investment  advisers);  and Vice President  (1986-1992)  of all U.S.  Templeton
Funds (mutual funds).

- ----------
James L. Churchill
12 Lavington Road
Long Cove
Hilton Head, SC  29928
05/07/30

Trustee of IDEX Series Fund (formerly  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. Ferrell(2)
12/10/60

Vice President (September 1995 - present),  Assistant Vice President (March 1994
- - September  1995),  Counsel and Secretary (March 1994 - present) of IDEX Series
Fund (formerly  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).

                                       40

<PAGE>


Richard B. Franz, II(2)
07/12/50

Treasurer  (May 1988 to present) of IDEX  Series Fund  (formerly  IDEX II Series
Fund), IDEX Fund and IDEX Fund 3); Treasurer (May 1988 to present) of WRL Series
Fund,   Inc.   (investment   company);   Treasurer   (May  1988  to   present)of
InterSecurities, Inc. (broker-dealer);  Treasurer (September 1992 to present) of
ISI Insurance Agency,  Inc.; Treasurer (May 1988 to present) of Idex Management,
Inc.  (investment  adviser);  Treasurer  (May 1988 to present) of Idex  Investor
Services,  Inc. (transfer agent);  Senior Vice President and Treasurer (May 1988
to  February  1991)  of  Pioneer  Western   Corporation  and  Treasurer  of  its
subsidiaries;  Senior Vice  President,  Treasurer  and Chief  Financial  Officer
(November 1987 to present) of Western Reserve Life Assurance Co. of Ohio.

- ----------
William H. Geiger(2)
06/01/47

Vice President  (November 1990 to present),  Secretary (June 1990 to March 1994)
and Assistant  Secretary  (March 1994 to present) of IDEX Series Fund  (formerly
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  (November  1990 to  present)  of Idex  Management,  Inc.  (investment
adviser);  Secretary (May 1990 to present) and Director  (April 1991 to present)
of InterSecurities, Inc. (broker-dealer);  Secretary (September 1992 to present)
of ISI Insurance Agency,  Inc.; Secretary (May 1990 to present) of Idex Investor
Services,  Inc. (transfer agent); Vice President,  Secretary and General Counsel
(May 1990 to February 1991) of Pioneer Western  Corporation and Secretary of its
subsidiaries (financial services);  Secretary and General Counsel (March 1980 to
April 1990) of Orange State Life and Health Insurance Company and its affiliates
(life and health insurance).

- ---------
Charles C. Harris
35 Winston Drive
Belleair, FL  34616
07/15/30


Trustee of IDEX Series Fund (formerly  IDEX II Series Fund),  IDEX Fund and IDEX
Fund 3;  Director  (March 1994 - present) 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 Hurley(2)
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  Series Fund  (formerly  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 (May 1988 to present) of  InterSecurities,  Inc.
(broker-dealer);  President (September 1992 to present) of ISI Insurance Agency,
Inc.;  Executive Vice President  (April 1993 to present) of Western Reserve Life
Assurance Co. of Ohio (life insurance);  President,  Chief Executive Officer and
Director  (1983  to  November  1990)  of PW  Securities,  Inc.  (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.  (investment  adviser);  President  and Director  (May 1988 to
present) of Idex  Investor  Services,  Inc.  (transfer  agent);  Assistant  Vice
President  (September 1991 to September  1992) of AEGON USA Managed  Portfolios,
Inc. (financial services); Vice President (May 1988 to February 1991) of Pioneer
Western  Corporation  (financial  services).  Mr. Hurley was employed by Pioneer
Western  Corporation  in various  executive  positions  from 1972 until February
1991.

                                       41

<PAGE>
- ----------
John R. Kenney(2)
02/08/38

Trustee (1987 to present), Chairman (December 1989 to present) and President and
Chief  Executive  Officer (1987 to September 1990) of IDEX Series Fund (formerly
IDEX II Series Fund),  IDEX Fund and IDEX Fund 3; Chairman of the Board (1986 to
present) of WRL Series Fund, Inc. (investment  company);  President and Director
(1985 to  September  1990)  and  Director  (December  1990 to  present)  of Idex
Management,  Inc. (investment adviser);  Chairman (1988 to present) and Director
(1985 to present) of InterSecurities,  Inc.  (broker-dealer);  Director (October
1992 to present) of ISI Insurance  Agency,  Inc.;  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 (May
1992 to  present)  of AEGON USA,  Inc.  (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.

- ---------
Julian A. Lerner
One Spurling Plaza, Suite 208
12850 Spurling Road
Dallas, TX  75230
11/12/24

Trustee  (1996-present) of IDEX Series Fund (formerly IDEX II Series Fund), IDEX
Fund and IDEX Fund 3; currently semi-retired; Advisor to the Board of Associated
Financial  Group  (financial   services   organization);   formerly   Investment
Consultant  (1995-1996)  and  Sr.  Vice  President  (1987-1995)  of Aim  Capital
Management (investment adviser).

- ---------
Leslie E. Martin(2)
09/19/55

Vice President and National  Marketing Manager (January 1993 to present) of IDEX
Series  Fund  (formerly  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 (April 1991 to January 1992) of
Social Responsibility  Investment Group (investment company); and Vice President
of Regional  Marketing (June 1988 to January 1991) of Calvert Group  (investment
company).


- ---------
Thomas R. Moriarty(2)
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 Series Fund  (formerly  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 (September 1992 to present) of ISI Insurance Agency, Inc.;
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.
(transfer agent);  Vice President  (November 1990 to present) and Assistant Vice
President  (1988  to  September  1990)  of  Idex  Management,  Inc.  (investment
adviser);  Vice  President  (June  1993 to  present)  of  Western  Reserve  Life
Assurance Co. of Ohio (life insurance); Assistant Vice President (September 1991
to September 1992) of AEGON USA Managed Portfolios,  Inc. (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.


                                       42
<PAGE>

Christopher G. Roetzer(2)
01/11/63

Principal  Accounting  Officer  (March  1995  to  present)  and  Assistant  Vice
President  (November  1990 to present) of IDEX  Series  Fund  (formerly  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  (September 1992 to present) of ISI Insurance Agency,  Inc.; Assistant
Vice President and Controller  (May 1988 to present) of Idex Investor  Services,
Inc.  (transfer agent);  Assistant Vice President  (November 1990 to present) of
Idex  Management,  Inc.  (investment  adviser);  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
Largo, FL  34623
02/25/36

Trustee of IDEX Series Fund (formerly  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.  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
02/03/28

Trustee of IDEX Series Fund (formerly  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,
Ohio  (September  1986 to January  1993)  Martin  Marietta  Corporation,  Dayton
(aerospace industry);  Director of Strategic Planning (January 1986 to September
1986)  of  Martin  Marietta  Baltimore  Aerospace.  Mr.  Zimmerman  is also  the
brother-in-law of John Kenney, Trustee and Chairman of the Fund.



- ---------------------------------------------------------------



(1) The  principal  business  address  of  each  person listed, unless otherwise
    indicated, is P.O. Box 5068, Clearwater, FL 34618-5068.


(2) Interested Person (as defined in the Investment Company Act of 1940) 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 Series Fund, 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 and not by the Fund or the Fund  Complex.  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.



                                       43

<PAGE>


                               COMPENSATION TABLE

                                  AGGREGATE              TOTAL COMPENSATION    
                              COMPENSATION FROM        PAID TO TRUSTEES FROM  
NAME OF PERSON, POSITION      IDEX SERIES FUND             FUND COMPLEX*


Peter R. Brown, Trustee............$15,016....................$29,750
Daniel Calabria**....................$-0-.......................$-0-
James L. Churchill, Trustee .......$14,652....................$21,750
Charles C. Harris, Trustee ........$14,652....................$29,250
Julian A. Lerner, Trustee**..........$-0-.......................$-0-
William W. Short, Jr., Trustee ....$15,016....................$22,250
Jack E. Zimmerman, Trustee ........$14,652....................$21,750




- ------------------------------------------------------



*     The Fund Complex includes IDEX Series Fund and WRL Series Fund, Inc.

**    Appointed as Trustee in March 1996



     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, a non-qualified  deferred  compensation plan
(the "Plan") became available to Trustees who are not interested  persons of the
Fund.  Under the Plan,  compensation  may be deferred  that would  otherwise  be
payable by IDEX Series Fund and/or WRL Series  Fund,  Inc.,  to a  Disinterested
Trustee  or  Director  on a current  basis for  services  rendered  as  Trustee.
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. 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 $78,244 in
trustees fees and expenses and no trustee emeritus fees or expenses.  As of July
2, 1996,  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, and the Growth Portfolio includes a fourth class, Class
T 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.  Class T shares of IDEX  Growth  Portfolio  are not
available  to  new  investors;   only  existing  Class  T  shareholders  (former
shareholders  of IDEX Fund and IDEX Fund 3) can  purchase  Class T shares of the
Growth  Portfolio.  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 and
Class T shares. The Prospectus contains detailed  information about the purchase
of Portfolio shares.


                                       44
<PAGE>




                               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.  Class T
shares of the  Growth  Portfolio  are not  subject  to annual  distribution  and
service fees.


     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.

     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  Aggressive  Growth,
Capital Appreciation, Global, Growth, Equity- Income, Balanced, Flexible Income,
Income  Plus and  Tax-Exempt  Portfolios  in the  amounts of  $20,522,  $11,713,
$293,288,   $1,496,132,   $8,379,   $5,983,   $70,009,   $227,812  and  $97,746,
respectively,  of which $11,492,  $6,559,  $164,241,  $837,834,  $4,692, $3,350,
$39,205,  $127,575  and  $54,738,   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  Aggressive  Growth,
Capital Appreciation, Global, Growth, Equity-Income,  Balanced, Flexible Income,
Income Plus and Tax-Exempt Portfolios in the amounts of $3,058, $9,131, $32,348,
$37,551,  $1,076, $12,977, $5,801, $17,237, and $1,760,  respectively,  of which
$1,712,  $5,113,  $18,115,  $21,029,  $603,  $7,267,  $3,249,  $9,653  and $986,
respectively, was paid to non-affiliated broker/dealers.



                                       45

<PAGE>



     Distribution  fees for the fiscal year ended  September 30, 1995, were used
by the Distributor as follows:
<TABLE>
<CAPTION>


                                     AGGRESSIVE           CAPITAL
                                       GROWTH          APPRECIATION         GLOBAL               GROWTH             EQUITY-INCOME
 
                                       A       C        A        C         A        C          A        C          A        C
                                    SHARES  SHARES   SHARES   SHARES     SHARES   SHARES     SHARES   SHARES     SHARES   SHARES
<S>                                <C>     <C>       <C>      <C>       <C>      <C>      <C>        <C>        <C>       <C>  

Advertising                         3,657     912     1,766    1,288     14,259   1,111      38,999   1,495      1,748      143
Printing/mailing
   Prospectuses to other than      20,411   6,242     7,816    6,462     60,427   4,624     170,641   7,127      8,656      708
   current shareholders
Compensation to underwriters        5,817   1,249     3,329      925     83,796  10,297     425,069   9,569      2,380      598
Compensation to dealers            14,544   1,768     8,324    8,151    209,491  22,067   1,062,673  27,980      5,950      474
Compensation to sales personnel    25,349   6,485    11,602    9,985     86,696   6,507     242,467   9,231     12,576    1,025
Interest or other finance charges      --      --        --       --         --      --          --      --         --       --
Travel                              5,255   1,394     2,283    1,938     16,808   1,263      47,538   1,842      2,506      204
Office Expenses                     2,453     652     1,096    1,022      8,003     597      22,668     869      1,232      100
Administrative Processing Costs     1,182     664       926      645      7,706   1,343      39,700   1,430        753      625
TOTAL                              78,668  19,366    37,142   30,416    487,186  47,809   2,049,755  59,543     35,801    3,877


</TABLE>

<TABLE>
<CAPTION>


                                                                FLEXIBLE             INCOME
                                            BALANCED             INCOME               PLUS             TAX-EXEMPT
                                            A      C          A        C           A        C            A       C
                                         SHARES  SHARES     SHARES   SHARES      SHARES   SHARES       SHARES  SHARES
<S>                                      <C>     <C>        <C>       <C>       <C>       <C>        <C>        <C>

Advertising                               1,499   1,936      1,852      198       6,111      555       1,917       259
Printing/mailing
   Prospectuses to other than             7,209   8,954      8,795      848      27,724    2,356       8,377    1,191
   current shareholders  
Compensation to underwriters              1,699     321     20,003    1,744      65,089    1,088      27,927      216
Compensation to dealers                   4,248  12,574     50,006    4,060      62,723   16,138      69,819    1,538
Compensation to personnel                 9,967  15,275     11,662    1,241      38,450    3,483      11,615    1,761
Interest or other finance charges            --      --         --       --          --       --          --       --
Travel                                    1,985   2,903      2,319      244       7,630      685       2,277      343
Office Expenses                             956   1,570      1,106      115       3,594      322       1,079      172
Administrative Processing Costs             694     638      1,588      673       7,986      752       1,381      653
TOTAL                                    28,257  44,171     97,331    9,123     319,307   25,379     124,392    6,133

                                                      


- ------------------------------------------------------

</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.  Class T shares of the Growth  Portfolio
are not subject to annual distribution and service fees.




                                       46

<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, Class C or Class T share of a Portfolio  is the net asset
value per share plus, in the case of Class A and Class T 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 March 31, 1996
was calculated as follows:

                                                  CLASS A    CLASS B    CLASS C

Net asset value per share
  (net assets shares outstanding).................$21.82     $21.53     $21.57
Add maximum selling commission
  (5.50% of offering price for Class A  shares).... 1.27        -0-        -0-
Offering price per share .........................$23.09     $21.53     $21.57
                                                  ======     ======     ======


     The offering  price per share of the Global  Portfolio as of March 31, 1996
was calculated as follows:

                                                 CLASS A     CLASS B    CLASS C

Net asset value per share
  (net assets shares outstanding) ............... $19.61     $19.40     $19.33
Add maximum selling commission
  (5.50% of offering price for Class A shares)...   1.14        -0-        -0-
Offering price per share......................... $20.75     $19.40     $19.33
                                                  ======     ======     ======


     The offering price per share of the Flexible  Income  Portfolio as of March
31, 1996 was calculated as follows:

                                                  CLASS A    CLASS B    CLASS C


Net asset value per share
  (net assets shares outstanding) ................ $9.16      $9.16      $9.16
Add maximum selling commission
  (4.75% of offering price for Class A shares) ...  0.46      -0-          -0-
Offering price per share.......................... $9.62      $9.16      $9.16
                                                   =====      =====      =====


                                       47

<PAGE>




     The offering  price per share of the  Tax-Exempt  Portfolio as of March 31,
1996 was calculated as follows:

                                                  CLASS A   CLASS B     CLASS C

Net asset value per share
  (net assets shares outstanding)................. $11.23    $11.23     $11.23
Add maximum selling commission
  (4.75% of offering price for Class A shares)....  0.56        -0-        -0-
Offering price per share ......................... $11.79    $11.23     $11.23
                                                   ======    ======     ======


     The offering  price per share of the Income Plus  Portfolio as of March 31,
1996 was calculated as follows:

                                                   CLASS A   CLASS B    CLASS C

Net asset value per share
  (net assets shares outstanding).................. $10.30    $10.30    $10.30
Add maximum selling commission
  (4.75% of offering price for Class A shares) ....   0.51    -0-          -0-
Offering price per share .......................... $10.81    $10.30     $10.30
                                                    ======    ======     ======

     The offering price per share of the Balanced Portfolio as of March 31, 1996
was calculated as follows:

                                                   CLASS A    CLASS B    CLASS C

Net asset value per share
  (net assets shares outstanding) ................. $12.48     $12.48   $12.48
Add maximum selling commission
  (5.50% of offering price for Class A shares).....   0.73     -0-         -0-
Offering price per share .......................... $13.21     $12.48   $12.48
                                                    ======     ======   ======


     The offering  price per share of the Capital  Appreciation  Portfolio as of
March 31, 1996 was calculated as follows:

                                                   CLASS A    CLASS B   CLASS C

Net asset value per share
  (net assets shares outstanding) ................. $15.19     $15.17   $15.17
Add maximum selling commission
  (5.50% of offering price for Class A shares) ....   0.88        -0-      -0-
Offering price per share .......................... $16.07     $15.17   $15.17
                                                    ======     ======   ======


     The offering price per share of the Aggressive Growth Portfolio as of March
31, 1996 was calculated as follows:

                                                   CLASS A    CLASS B   CLASS C

Net asset value per share
  (net assets shares outstanding) ................. $15.48     $15.40   $15.41
Add maximum selling commission
  (5.50% of offering price for Class A shares) ....   0.90     -0-         -0-
Offering price per share .......................... $16.38     $15.40   $15.41
                                                    ======     ======   ======

                                       48

<PAGE>



     The offering price per share of the Equity-Income Portfolio as of March 31,
1996 was calculated as follows:

                                                   CLASS A    CLASS B   CLASS C

Net asset value per share
       (net assets shares outstanding) ............ $12.72    $12.71    $12.71
Add maximum selling commission
  (5.50% of offering price for Class A shares) ....   0.74       -0-       -0-
     Offering price per share ..................... $13.46    $12.71    $12.71
                                                    ======    ======    ======


     The offering price per share of the Tactical Asset Allocation  Portfolio as
of March 31, 1996 was calculated as follows:

                                                   CLASS A    CLASS B   CLASS C
Net asset value per share
  (net assets shares outstanding) ................. $10.77    $10.77    $10.77
Add maximum selling commission
  (5.50% of offering price for Class A shares) ....   0.63       -0-       -0-
     Offering price per share ..................... $11.40    $10.77    $10.77
                                                    ======    ======    ======

     The offering price per share of the C.A.S.E. Portfolio as of March 31, 1996
was calculated as follows:

                                                   CLASS A   CLASS B    CLASS C
Net asset value per share
  (net assets shares outstanding) ................  $10.04    $10.03    $10.03
Add maximum selling commission
  (5.50% of offering price for Class A shares) ...     .58       -0-       -0-
     Offering price per share ....................  $10.62    $10.03    $10.03
                                                    ======    ======    ======


                        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,
and Class T shares of the Growth  Portfolio,  as a result of higher  service and
distribution fees applicable to the Class B and Class C shares.


                              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 IDEX Customer  Service.  These plans require the  completion of separate
applications  which are also  available  from IDEX Customer  Service.  Investors
Fiduciary Trust Company ("IFTC"),  Kansas City, Missouri,  acts as the custodian
or trustee  under these plans for which it charges an annual fee of up to $15.00
on each such  account  with a maximum of $30.00 per tax  identification  number.
However,  if your  retirement  plan is under  custody of IFTC and your  combined
retirement account balances per taxpayer ID number are more than $50,000,  there
is generally no fee.  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-
    


                                       49

<PAGE>
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 IDEX 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 any 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 and certain Class A share
purchases 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.  Upon any
distributions in-kind,  shareholders may appeal the valuation of such securities
by writing to the Fund.

     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 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 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.


                                       50

<PAGE>



     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 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 than25% 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 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  


                                       51

<PAGE>



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 urposes 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 an 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 July 2, 1996,  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:  Patrick J.
Logue was record owner of approximately 10% of the Balanced  Portfolio;  and ISI
owned beneficially or of record approximately 11% of the C.A.S.E.  Portfolio. As
of July 2, 1996,  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 7%, and Bankers United
Life  Assurance  Company  owned  approximately  2%. After  giving  effect to the
reorganization  of IDEX Fund and IDEX Fund 3 into the IDEX  Series  Fund  Growth
Portfolio,  which  closed  as of  the  date  of  this  Statement  of  Additional
Information,  State  Street  Bank and Trust  Company as Trustee  for the ConAgra
Retirement Income Savings Plan,  Boston,  Massachusetts,  was expected to own of
record  approximately 7% of the outstanding  shares of the Growth Portfolio as a
whole,  and  approximately  14% of the outstanding  Class T shares of the Growth
Portfolio,  on the basis of its  ownership of shares of  beneficial  interest in
IDEX Fund and IDEX  Fund 3 (and  commitments)  as of July 2, 1996  (prior to the
date of the reorganization).


                                  MISCELLANEOUS

ORGANIZATION

     The  Portfolios  are series of IDEX 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.


                                       52
<PAGE>





     On September 20, 1996 in a tax-free  reorganization,  IDEX Growth Portfolio
(formerly IDEX II Growth  Portfolio)  acquired all of the assets and assumed all
of the  liabilities  of IDEX Fund and IDEX Fund 3 in exchange for Class T shares
of IDEX Growth  Portfolio which were then distributed on a pro rata basis to the
respective  shareholders  of IDEX  Fund and IDEX  Fund 3.  Upon  closing  of the
reorganization, IDEX II Series Fund changed its name to IDEX Series Fund.


     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 Income Trust ("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 shares;  the Growth Portfolio  includes a
fourth class, Class T shares. 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.  Class T shares of the Growth Portfolio are subject
to an initial sales charge, but no annual distribution and service fees. Class T
shares are not available to new  investors;  only existing  Class T shareholders
(who were  shareholderes  of IDEX Fund or IDEX Fund 3 on September 20, 1996) may
purchase additional Class T shares. 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.  Price
Waterhouse  LLP,  1055  Broadway,   Kansas  City,   Missouri  64105,  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.


                                       53

<PAGE>

                             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:


                               T ((ERV / P) 1/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 and Class T shares) is  deducted  from the initial
$1,000  investment  and all dividends and  distributions  are paid in additional
shares.

     For the one-year  period ended March 31, 1996,  the five-year  period ended
March 31, 1996 and the period from  inception  (May 8, 1986)  through  March 31,
1996, the average annual total return for the Growth  Portfolio's Class A shares
was 37.62%, 12.62% and 15.75%,  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  45.60%,
13.90% and 16.41%,  respectively,  for those same periods.  The cumulative total
returns for the Class A shares of the Growth  Portfolio for the one-year  period
ended March 31, 1996,  the five-year  period ended March 31, 1996 and the period
from  inception  (May 8, 1986)  through  March 31, 1996 were 45.60%,  91.68% and
350.13%, respectively.

     For the period from inception (October 1, 1995) through March 31, 1996, the
cumulative  total  return for the Growth  Portfolio's  Class B shares was 8.64%,
which takes into account 12b-1 fees at the maximum level of 1.00%.

     For the one-year  period ended March 31, 1996 and the period from inception
(October 1, 1993)  through March 31, 1996,  the average  annual total return for
the Growth Portfolio's Class C shares was 45.41% and 13.80%, 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  March 31, 1996 and the period  from  inception  (October 1, 1993)
through March 31, 1996 was 45.41% and 38.17%, respectively.

     For the one-year  period ended March 31, 1996 and the period from inception
(October 1, 1992)  through March 31, 1996,  the average  annual total return for
the Global  Portfolio's  Class A shares was  28.97%  and  21.78%,  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 36.51%  and  23.75%,  respectively,  for those  periods.  The
cumulative  total return for the Class A shares of the Global  Portfolio for the
one-year period ended March 31, 1996 and for the period from inception  (October
1, 1992) through March 31, 1996 was 36.51% and 110.89%, respectively.

     For the period from inception (October 1, 1995) through March 31, 1996, the
cumulative  total return for the Global  Portfolio's  Class B shares was 13.40%,
which takes into account 12b-1 fees at the maximum level of 1.00%.

     For the one-year  period ended March 31, 1996 and the period from inception
(October 1, 1993)  through March 31, 1996,  the average  annual total return for
the Global Portfolio's Class C shares was 36.59% and 19.19%, 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  March 31, 1996 and the period  from  inception  (October 1, 1993)
through March 31, 1996, was 36.59% and 55.10%, respectively.

For the one-year  period ended March 31, 1996, the five-year  period ended March
31, 1996 and the period from  inception  (June 29, 1987) through March 31, 1996,
the average  annual  total return for the Flexible  Income  Portfolio's  Class A
shares  was 6.63%,  9.27% and 7.39%,  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 March 31, 1996.  Assuming no
deduction of the maximum sales charge of 4.75%,  the average annual total return
for the Flexible Income Portfolio's Class 

                                       54

<PAGE>

A shares was 12.00%, 10.33% and 8.05%, respectively,  for those periods. For the
one-year period ended March 31, 1996, the five-year  period ended March 31, 1996
and the period from  inception  (June 29,  1987)  through  March 31,  1996,  the
cumulative total return for the Flexible Income  Portfolio's Class A shares, was
12.00%, 63.46% and 97.13%, respectively.

     For the period from inception (October 1, 1995) through March 31, 1996, the
cumulative total return for the Flexible Income  Portfolio's  Class B shares was
2.23%, which takes into account 12b-1 fees at the maximum level of 1.00%.

     For the one-year  period ended March 31, 1996 and the period from inception
(October 1, 1993)  through March 31, 1996,  the average  annual total return for
the  Flexible  Income   Portfolio's   Class  C  shares  was  11.39%  and  4.32%,
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  March 31,  1996 and the period from
inception (October 1, 1993) through March 31, 1996, was 11.39% and 11.15%.

     For the one-year  period ended March 31, 1996,  the five-year  period ended
March 31,  1996,  the  ten-year  period ended March 31, 1996 and the period from
inception  (April 1, 1985)  through  March 31,  1996,  the average  annual total
return for the Tax-Exempt Portfolio's Class A shares was 0.40%, 5.33%, 6.18% and
7.47%, 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 March 31,  1996.  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 5.39%, 6.37%, 6.70% and 7.95%,  respectively,  for those periods. The
cumulative  total return for the Class A shares of the Tax-Exempt  Portfolio for
the one-year  period ended March 31, 1996, the five-year  period ended March 31,
1996,  the ten-year  period  ended March 31, 1996 and the period from  inception
(April 1, 1985) through March 31, 1996, was 5.39%,  36.17%,  91.31% and 131.96%,
respectively.

     For the period from inception (October 1, 1995) through March 31, 1996, the
cumulative total return for the Tax-Exempt Portfolio's Class B shares was 1.43%,
which takes into account 12b-1 fees at the maximum level of 1.00%.

     For the one-year  period ended March 31, 1996 and the period from inception
(October 1, 1993)  through March 31, 1996,  the average  annual total return for
the  Tax-Exempt  Portfolio's  Class C shares was 5.22% and 3.44%,  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 March 31, 1996 and the period from inception  (October
1, 1993) through March 31, 1996 was 5.22% and 8.82%.

     For the one-year  period ended March 31, 1996,  the five-year  period ended
March 31,  1996,  the  ten-year  period ended March 31, 1996 and the period from
inception  (June 14,  1985)  through  March 31, 1996,  the average  annual total
return for the Income Plus Portfolio's  Class A shares was 6.42%,  9.72%,  8.87%
and 10.15%,  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 March 31, 1996.  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 11.70%,  10.80%,  9.40% and 10.65%,  respectively,  for those
periods.  The cumulative  total return for the Class A shares of the Income Plus
Portfolio for the one-year  period ended March 31, 1996,  the  five-year  period
ended March 31, 1996,  the  ten-year  period ended March 31, 1996 and the period
from  inception  (June 14,  1985)  through  March 31, 1996 was  11.70%,  66.99%,
145.59% and 198.27%, respectively.

     For the period from inception (October 1, 1995) through March 31, 1996, the
cumulative  total  return for the  Income  Plus  Portfolio's  Class B shares was
2.51%, which takes into account 12b-1 fees at the maximum level of 1.00%.

     For the one-year  period ended March 31, 1996 and the period from inception
(October 1, 1993)  through March 31, 1996,  the average  annual total return for
the Income  Plus  Portfolio's  Class C shares was 11.09% and 4.92%,  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  March 31, 1996 and the period  from  inception  (October 1, 1993)
through March 31, 1996 was 11.09% and 12.77%.

     For the one-year  period ended March 31, 1996 and the period from inception
(December 2, 1994) through March 31, 1996,  the average  annual total return for
the  Balanced  Portfolio's  Class A shares was 13.37% and 13.40%,  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  Balanced
Portfolio's  Class A shares  was  23.93%  and  21.31%,  respectively  for  those
periods.  The  cumulative  total  return for the Class A shares of the  

                                       55

<PAGE>

Balanced  Portfolio for the one-year  period ended March 31, 1996 and the period
from inception  (December 2, 1994) through March 31, 1996 was 23.93% and 29.26%,
respectively.

     For the period from inception (October 1, 1995) through March 31, 1996, the
cumulative total return for the Balanced  Portfolio's Class B shares was 11.71%,
which takes into account 12b-1 fees at the maximum level of 1.00%.

     For the one-year  period ended March 31, 1996 and the period from inception
(December 2, 1994) through March 31, 1996,  the average  annual total return for
the  Balanced  Portfolio's  Class C shares was 23.27% and 20.61%,  respectively,
which take into account 12b-1 fees at the maximum level of 0.90%. The cumulative
total return for the Class C shares of the Balanced  Portfolio  for the one-year
period  ended March 31, 1996 and the period from  inception  (December  2, 1994)
through March 31, 1996 was 23.27% and 28.39%, respectively

     For the one-year  period ended March 31, 1996 and the period from inception
(December 2, 1994) through March 31, 1996,  the average  annual total return for
the  Capital  Appreciation  Portfolio's  Class A shares was  34.75% and  34.40%,
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
Capital  Appreciation   Portfolio's  Class  A  shares  was  47.24%  and  43.85%,
respectively  for those  periods.  The  cumulative  total return for the Class A
shares of the Capital Appreciation Portfolio for the one-year period ended March
31, 1996 and the period from inception (December 2, 1994) through March 31, 1996
was 47.24% and 62.11%, respectively.

     For the period from inception (October 1, 1995) through March 31, 1996, the
cumulative total return for the Capital Appreciation  Portfolio's Class B shares
was 19.57%, which takes into account 12b-1 fees at the maximum level of 1.00%.

     For the one-year  period ended March 31, 1996 and the period from inception
(December 2, 1994) through March 31, 1996,  the average  annual total return for
the  Capital  Appreciation  Portfolio's  Class C shares was  46.68% and  43.06%,
respectively,  which take into account 12b-1 fees at the maximum level of 0.90%.
The cumulative  total return for the Class C shares of the Capital  Appreciation
Portfolio  for the  one-year  period  ended  March 31,  1996 and the period from
inception  (December  2, 1994)  through  March 31,  1996 was 46.68% and  61.21%,
respectively

     For the one-year  period ended March 31, 1996 and the period from inception
(December 2, 1994) through March 31, 1996,  the average  annual total return for
the  Aggressive  Growth  Portfolio's  Class A  shares  was  24.97%  and  36.40%,
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
Aggressive Growth Portfolio's Class A shares was 36.53% and 46.00%, respectively
for those  periods.  The  cumulative  total return for the Class A shares of the
Aggressive Growth Portfolio for the one-year period ended March 31, 1996 and the
period from  inception  (December 2, 1994) through March 31, 1996 was 36.53% and
65.34%, respectively.

     For the period from inception (October 1, 1995) through March 31, 1996, the
cumulative total return for the Aggressive Growth Portfolio's Class B shares was
(6.99)%, which takes into account 12b-1 fees at the maximum level of 1.00%.

     For the one-year  period ended March 31, 1996 and the period from inception
(December 2, 1994) through March 31, 1996,  the average  annual total return for
the  Aggressive  Growth  Portfolio's  Class C  shares  was  36.17%  and  45.34%,
respectively,  which take into account 12b-1 fees at the maximum level of 0.90%.
The  cumulative  total  return for the Class C shares of the  Aggressive  Growth
Portfolio  for the  one-year  period  ended  March 31,  1996 and the period from
inception  (December  2, 1994)  through  March 31,  1996 was 36.17% and  64.64%,
respectively

     For the one-year  period ended March 31, 1996 and the period from inception
(December 2, 1994) through March 31, 1996,  the average  annual total return for
the   Equity-Income   Portfolio's   Class  A  shares  was  10.65%  and   14.36%,
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
Equity-Income Portfolio's Class A shares was 20.93% and 22.34%, respectively for
those  periods.  The  cumulative  total  return  for the  Class A shares  of the
Equity-Income  Portfolio  for the  one-year  period ended March 31, 1996 and the
period from  inception  (December 2, 1994) through March 31, 1996 was 20.93% and
30.72%, respectively.

     For the period from inception (October 1, 1995) through March 31, 1996, the
cumulative  total return for the  Equity-Income  Portfolio's  Class B shares was
9.95%, which takes into account 12b-1 fees at the maximum level of 1.00%.


                                       56

<PAGE>


     For the one-year  period ended March 31, 1996 and the period from inception
(December 2, 1994) through March 31, 1996,  the average  annual total return for
the   Equity-Income   Portfolio's   Class  C  shares  was  20.29%  and   21.63%,
respectively,  which take into account 12b-1 fees at the maximum level of 0.90%.
The  cumulative  total  return  for the  Class  C  shares  of the  Equity-Income
Portfolio  for the  one-year  period  ended  March 31,  1996 and the period from
inception  (December  2, 1994)  through  March 31,  1996 was 20.29% and  29.84%,
respectively.

     For the period from inception (October 1, 1995) through March 31, 1996, the
cumulative  total return for the Tactical Asset Allocation  Portfolio's  Class A
shares was 2.18%,  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  Tactical  Asset  Allocation  Portfolio's  Class A shares was 8.11% for that
period.

     For the period from inception (October 1, 1995) through March 31, 1996, the
cumulative  total return for the Tactical Asset Allocation  Portfolio's  Class B
shares was 7.79%,  which takes into account  12b-1 fees at the maximum  level of
1.00%.

     For the period from inception (October 1, 1995) through March 31, 1996, the
cumulative  total return for the Tactical Asset Allocation  Portfolio's  Class C
shares was 7.84%,  which take into  account  12b-1 fees at the maximum  level of
0.90%.

     For the period from  inception  (February 1, 1996)  through March 31, 1996,
the  cumulative  total  return for the C.A.S.E.  Portfolio's  Class A shares was
(5.10)%,  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 C.A.S.E.
Portfolio's Class A shares was 0.40% for that period.

     For the period from  inception  (February 1, 1996)  through March 31, 1996,
the  cumulative  total  return for the C.A.S.E.  Portfolio's  Class B shares was
0.30%, which takes into account 12b-1 fees at the maximum level of 1.00%.


     For the period from  inception  (February 1, 1996)  through March 31, 1996,
the  cumulative  total  return for the C.A.S.E.  Portfolio's  Class C shares was
0.30%, which take into account 12b-1 fees at the maximum level of 0.90%.

     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, Class B and Class C
shares of the Flexible  Income  Portfolio  for the 30-day period ended March 31,
1996 was 5.97%, 5.66% and 5.71%,  respectively.  The current yield for the Class
A, Class B and Class C shares of the Tax-Exempt  Portfolio for the 30-day period
ended March 31, 1996 was 4.75%, 4.40% and 4.74%, respectively. The current yield
for the Class A, Class B and Class C shares of the Income Plus Portfolio for the
30-day period ended March 31, 1996 was 6.28%, 5.96% and 6.04%, respectively. The
current  yield  for the  Class A,  Class B and  Class C shares  of the  Balanced
Portfolio for the 30-day period ended March 31, 1996 was 1.63%, 1.10% and 1.18%,
respectively.  The current  yield for the Class A, Class B and Class C shares of
the  Equity-Income  Portfolio  for the 30-day  period  ended  March 31, 1996 was
1.14%, 0.57% and 0.66%, 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, Class B and Class C shares  based on a
30-day period ended March 31, 1996 was 6.60%, 6.11% and 6.58%, 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 Wall Street  Journal,
Boston Globe, New York Times, Los Angeles Times,  Christian Science Monitor, USA
Today, Tampa Tribune, St. Petersburg Times,  Financial Times,  Hartford Current,
International   Herald  Tribune,   Investor's  Business  Daily,  Boston  Herald,
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,  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

                                       57

<PAGE>

Business,  Business Month,  Gentlemen's  Quarterly,  Employee  Research  Report,
Employee  Benefit Plan Review,  ICI Mutual Fund News,  Succeed,  Johnson Charts,
Weisenberger  Investment  Companies  Service,  Mutual Fund Quarterly,  Financial
World Magazine, Consumer Reports,  Babson-United Mutual Fund Selector and Mutual
Fund  Encyclopedia  (Dearborn  Financial  Publishing.)  . A  Portfolio  may also
advertise  non-standardized  performance  information  which  is for  period  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, Class B
and Class T shares, non-standardized performance may also be that which does not
reflect  deduction of the maximum sales charge applicable to Class A and Class T
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 Growth,  Global,  Flexible  Income,
Tax-Exempt,  Income Plus, Balanced, Capital Appreciation,  Aggressive Growth and
Equity-Income  Portfolios (each,  former IDEX II Portfolios) for the fiscal year
ended  September 30, 1995 are  incorporated  by reference from the Fund's Annual
Report dated  September  30,  1995.  No  financial  information  exists for IDEX
Tactical  Asset  Allocation  or  C.A.S.E.  Portfolios  for the fiscal year ended
September 30, 1995, as those Portfolios had not commenced  operations as of that
date. Unaudited Financial Statements for IDEX Growth,  Global,  Flexible Income,
Tax-Exempt,  Income Plus,  Balanced,  Capital  Appreciation,  Aggressive Growth,
Equity-Income,  Tactical Asset Allocation and C.A.S.E.  Portfolios (each, former
IDEX II  Portfolios)  for the period  ended March 31, 1996 are  incorporated  by
reference from the Fund's Semi-Annual Report dated March 31, 1996.




                                       58

<PAGE>



                                   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 option 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

                                        1

<PAGE>



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.

     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.


                                        2

<PAGE>



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 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

                                        3

<PAGE>



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.

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

                                        4

<PAGE>


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 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.




                                        5

<PAGE>

                                IDEX SERIES FUND

                                GROWTH PORTFOLIO
                                GLOBAL PORTFOLIO
                            FLEXIBLE INCOME PORTFOLIO
                               BALANCED PORTFOLIO
                         CAPITAL APPRECIATION PORTFOLIO
                           AGGRESSIVE GROWTH PORTFOLIO

                            (FOR MISSOURI INVESTORS)

                       SUPPLEMENT DATED SEPTEMBER 20, 1996
                     TO PROSPECTUS DATED SEPTEMBER 20, 1996

FOR  THE  IDEX  II  GROWTH,  GLOBAL,   FLEXIBLE  INCOME,  BALANCED  AND  CAPITAL
APPRECIATION  PORTFOLIOS  ONLY, THE FOLLOWING SHALL SUPPLEMENT THE DISCLOSURE IN
THE PROSPECTUS RELATING TO PORTFOLIO TURNOVER:

     The  IDEX  II  Growth,  Global,   Flexible  Income,  Balanced  and  Capital
     Appreciation  Portfolios  may  engage  in  short-term  trading,  which is a
     speculative  activity  and may  involve  greater  risks  and  costs  to the
     investor.

                                   * * * * *

FOR THE IDEX AGGRESSIVE  GROWTH  PORTFOLIO ONLY, THE FOLLOWING SHALL  SUPPLEMENT
THE DISCLOSURE IN THE PROSPECTUS RELATING TO LEVERAGING:

     The  Aggressive  Growth  Portfolio  may engage in borrowing for purposes of
     investment in securities; however, the Portfolio may borrow only from banks
     and  will  maintain  continuous  asset  coverage  (total  assets  including
     borrowings, less liabilities exclusive of borrowings) of 300% of the amount
     borrowed. This is known as leveraging,  and may be considered a speculative
     activity.  To the extent that the  Portfolio  engages in  leveraging,  this
     activity may involve greater risks and costs to the investor.

                                    * * * * *

FOR THE IDEX AGGRESSIVE  GROWTH  PORTFOLIO ONLY, THE FOLLOWING SHALL  SUPPLEMENT
THE  DISCLOSURE  IN  THE   PROSPECTUS   RELATING  TO  INVESTMENTS  IN  HIGH-RISK
SECURITIES:

     The Aggressive  Growth Portfolio will invest at least 85% of its net assets
     in equity  securities.  This will include the securities of companies which
     may still be in the  developmental  stage as well as other  types of equity
     securities  which  have  been  selected  for  their  growth  potential,  as
     disclosed in the  prospectus.  Some of these  securities  may be considered
     high risk;  therefore,  an  investment in the Portfolio may not be suitable
     for all investors.






<PAGE>


                                IDEX SERIES FUND
                         CAPITAL APPRECIATION PORTFOLIO
                              TAX EXEMPT PORTFOLIO
                           AGGRESSIVE GROWTH PORTFOLIO
                              (FOR OHIO INVESTORS)

                       SUPPLEMENT DATED SEPTEMBER 20, 1996
                     TO PROSPECTUS DATED SEPTEMBER 20, 1996

FOR THE IDEX CAPITAL  APPRECIATION AND TAX EXEMPT PORTFOLIOS ONLY, THE FOLLOWING
SHALL SUPPLEMENT THE DISCLOSURE IN THE PROSPECTUS:

     As a  fundamental  policy,  with  respect to 50% of its total  assets,  the
     Capital  Appreciation  Portfolio  will not purchase  securities  of any one
     issuer  (other  than  cash  items  and  U.S.   government   securities)  if
     immediately  after  and as a  result  of  such  purchase  (a)  the  Capital
     Appreciation  Portfolio  owns  more  than  10%  of the  outstanding  voting
     securities  of that  issuer,  or (b) the value of the Capital  Appreciation
     Portfolio's  holdings of that issuer exceeds 5% of the value of the Capital
     Appreciation  Portfolio's  total  assets.  The  other  50% of  the  Capital
     Appreciation Portfolio's assets may be invested in the securities of as few
     as two issuers. The Capital  Appreciation  Portfolio is therefore deemed to
     be a  nondiversified  investment  company  under the 1940 Act,  although it
     reserves  the right to become a  diversified  company by  investing no more
     than 25% of its assets in issuers which represent more than 5% of its total
     assets.  Further, the Capital Appreciation Portfolio therefore differs from
     an  investment  company  which  complies  with  Ohio   Administrative  Code
     1301:6-3-09(E)(8),  which  would  require  as  to  75%  of  the  investment
     company's  assets  that no more than 10% of the  voting  securities  of any
     issuer be held by the investment company.

     Although  the Capital  Appreciation  Portfolio  may invest up to 50% of its
     assets in the  securities of as few as two issuers,  it does not anticipate
     doing so unless its  sub-adviser  believes a security has the potential for
     substantial capital  appreciation  consistent with the Capital Appreciation
     Portfolio's investment objective and policies. It does, however,  intend to
     take advantage of the flexibility of nondiversification to invest more than
     5% of its total assets in the securities of one issuer.  To the extent that
     the Capital Appreciation  Portfolio invests more than 5% of its assets in a
     particular  issuer,  its  exposure  to credit  risks  and/or  market  risks
     associated with that issuer increases.  The Capital Appreciation  Portfolio
     may also realize  greater  benefits from increases in the value of one or a
     small number of securities than a diversified mutual fund.

     As a  fundamental  policy,  the Tax Exempt  Portfolio  may not 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.

FOR THE IDEX AGGRESSIVE  GROWTH  PORTFOLIO ONLY, THE FOLLOWING SHALL  SUPPLEMENT
THE DISCLOSURE IN THE PROSPECTUS:

     The  Aggressive  Growth  Portfolio  may engage in borrowing for purposes of
     investment in securities; however, the Portfolio may borrow only from banks
     and  will  maintain  continuous  asset  coverage  (total  assets  including
     borrowings, less liabilities exclusive of borrowings) of 300% of the amount
     borrowed. This is known as leveraging,  and may be considered a speculative
     activity.  To the extent that the  Portfolio  engages in  leveraging,  this
     activity may involve greater risks and costs to the investor.





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