SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Registration No. 33-2659
Pre-Effective Amendment No.
Post-Effective Amendment No. ^ 24
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
1940 Act File No. 811-4556
Amendment No. ^ 26
(Check appropriate box or boxes.)
IDEX SERIES FUND
^
(Exact Name of Registrant as Specified in Charter)
201 Highland Avenue, Largo, Florida 33770-2957
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (813) 585-6565
G. John Hurley, P.O. Box 5068, Clearwater, Florida 34618-5068
(Name and Address of Agent for Service)
Approximate date of proposed public offering: It is proposed that this filing
will become effective:
[ ] 60 days after filing pursuant to paragraph (a) (1) of Rule 485.
^[X] 75 days after filing pursuant to paragraph (a) (2) of Rule 485.
^[ ] On (date) pursuant to paragraph (a) (1) of Rule 485.
[ ] On (date) pursuant to paragraph (a) (2) of Rule 485.
[ ] Immediately upon filing pursuant to paragraph (b) of Rule 485.
[ ] On (date) pursuant to paragraph (b) of Rule 485.
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Registrant has registered an indefinite number of shares under the Securities
Act of 1933 pursuant to Rule 24f-2(a) and filed a Rule 24f-2 Notice on December
26, 1995 for the fiscal year ended September 30, 1995.
as filed ^ November 15, 1996
<PAGE>
IDEX SERIES FUND
^
Cross Reference Sheet
Between Prospectus and Statement of
Additional Information and Form N-1A Item
Form N-1A Item Caption
Part A Prospectus
1. Cover Page Cover Page
2. Synopsis The IDEX Series Fund; Summary of
Expenses
3. Condensed Financial Information Financial Highlights
4. General Description of Registrant The Portfolios: A Summary of Their
Objectives, Investment Practices and
Risks; Securities in Which the
Portfolios Invest; How the
Portfolios Invest; Additional Risk
Factors; Miscellaneous Information
5. Management of Fund Investment Advisory and Other
Services; Miscellaneous Information
5A. Management's Discussion of Not Applicable
Fund Performance
6. Capital Stock and Other Securities Shareholder Information and
Instructions - How to Buy Shares;
Distributions and Taxes;
Miscellaneous Information
7. Purchase of Securities Being Alternative Purchase Arrangements;
Offered Shareholder Information and
Instructions -Opening an Account;
Shareholder Information and
Instructions - How to Buy Shares;
Shareholder Information and
Instructions - How to Exchange
Shares; Shareholder Information
and Instructions - Other
Information; Investment Advisory
and Other Services
8. Redemption or Repurchase Shareholder Information and
Instructions - How to Redeem (Sell)
Shares
9. Pending Legal Proceedings Not Applicable
Part B - Statement of
Additional Information
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History Miscellaneous Information
13. Investment Objectives and Policies Investment Objectives;
Investment Restrictions; Policies
and Practices; Other Policies
and Practices of the Portfolio
14. Management of the Fund Trustees and Officers
15. Control Persons and Principal Principal Shareholders
Holders of Securities
16. Investment Advisory and Investment Advisory and Other
Other Services Services; Administrative Services;
Custodian, Transfer Agent and Other
Affiliates
17. Brokerage Allocation and Portfolio Transactions and Brokerage
Other Practices
18. Capital Stock and Other Securities Miscellaneous Information
19. Purchase, Redemption and Purchase of Shares; Distribution
Pricing of Securities Being Offered Plans; Net Asset Value
Determination; Dividends and Other
Distributions; Shareholder Accounts;
Retirement Plans; Redemption of
Shares
20. Tax Status Taxes
21. Underwriter Distributor
22. Calculation of Performance Data Performance Information
23. Financial Statements Financial Statements
<PAGE>
IDEX SERIES FUND
^ 201 Highland Avenue, Largo, FL 33770-2597
Customer Service: (800) 851-9777
Prospectus dated ^ February 1, 1997
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 of the Fund. Additional and more
detailed information about each Portfolio is contained in the Statement of
Additional Information (the "SAI"), which is incorporated by reference in this
Prospectus. You may obtain a copy of the current SAI, dated ^ February 1, 1997,
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 ^ pages
of this Prospectus. 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.
^
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.........................................................
Summary of Expenses ...........................................................
Financial Highlights ..........................................................
The Portfolios: A Summary of Their Objectives,
Investment Practices, and Risks..............................................
Introduction to the Portfolios.................................................
Securities in Which the Portfolios Invest .....................................
How the Portfolios Invest .....................................................
Additional Risk Factors .......................................................
Investment Advisory and Other Services ........................................
Distributor and Distribution and Service Plans ................................
Miscellaneous Information .....................................................
Distributions and Taxes .......................................................
Shareholder Information and Instructions ......................................
Brief Explanation of Rating Categories................................Appendix A
Glossary of Investment Terms..........................................Appendix B
<PAGE>
THE IDEX SERIES FUND
The IDEX Series Fund consists of ^ thirteen 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 ^ of the Fund are diversified except for the Capital Appreciation
Portfolio ^. 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. ^
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^ 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.
SUMMARY OF EXPENSES
Before investing in a Portfolio of IDEX Series Fund, please read this section
carefully to understand the cost of investing. When you buy shares of any of the
Portfolios, you will incur certain expenses. The section titled Shareholder
Transaction Expenses shows the expenses involved in owning shares of each class
of the Portfolios. The section titled Examples shows the expenses you might pay
when making a hypothetical $1,000 investment. Class T shares of the Growth
Portfolio are not available for sale to new investors.
FINANCIAL HIGHLIGHTS
Each Financial Highlights table shows the actual earnings, capital gains or
losses, and expenses of a share of each class in a Portfolio. On October 1,
1996, the Fund changed its fiscal year end from September 30 to October 31. The
information contained in the tables for each fiscal year through October 31,
1996 has been audited by _______________________, independent accountants, whose
report is incorporated by reference into the SAI. The past five fiscal years
shown have been audited. No financial information is shown for the Value Equity
and International Equity Portfolios for the fiscal year ended October 31, 1996
as those Portfolios had not yet 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.
1
<PAGE>
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 ^ flexibility to take advantage of new opportunities for
investments in accordance with its investment objective, the ^ 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.
SUB-ADVISER: Fred Alger Management, Inc.
<TABLE>
<CAPTION>
SUMMARY OF EXPENSES CLASS OF SHARES
A B C
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as percentage of offering price) 5.50% None None
Redemption Fees (1) None None None
Deferred Sales Charge (as a percentage of original purchase price or redemption None 5.00% None
proceeds,whichever is lower) (2)
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
Management Fees 1.00% 1.00% 1.00%
12b-1 Service and Distribution Fees 0.35% 1.00% 0.90%
Other Expenses (net of expense reimbursements and/or fee waivers, if any) (3) % % %
----- ----- -----
Total Operating Expenses (net of expense reimbursements and/or fee waivers, if % % %
any) (3)
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
EXAMPLES
The tables below show the expenses you would pay on a $1000 investment over a
variety of time frames, assuming a 5% annual return. The first example assumes
redemption at the end of each period.
<S> <C> <C> <C> <C>
Share Class 1 Year 3 Years 5 Years 10 Years
- -----------
A
B
C
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class 1 Year 3 Years 5 Years 10 Years
- -----------
A
B
C
PLEASE SEE NOTES TO SUMMARY OF EXPENSES ON PAGE 29
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
AGGRESSIVE GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
NET
REALIZED TOTAL
AND INCOME DIVIDENDS DISTRIBUTIONS DISTRIBUTIONS
NET ASSET NET UNREALIZED (LOSS) FROM FROM IN EXCESS OF
VALUE INVESTMENT GAIN (LOSS) FROM NET REALIZED NET NET REALIZED
YEAR OR PERIOD BEGINNING INCOME ON INVESTMENT INVESTMENT CAPITAL CAPITAL TOTAL
ENDED (1) OF PERIOD (LOSS) INVESTMENTS INCOME INCOME GAINS GAINS DISTRIBUTIONS
============== ============ ========== =========== ========== ========== ============= ============== ==============
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A
10/31/96 (2)
9/30/96
9/30/95 $10.00 $(0.14) $7.82 $7.68 -- -- -- --
CLASS B
10/31/96 (2)
9/30/96
CLASS C
10/31/96 (2)
9/30/96
9/30/95 $10.00 $(0.18) $7.82 $7.64 -- -- -- --
</TABLE>
<TABLE>
<CAPTION>
RATIO OF
NET ASSET NET ASSETS RATIO OF EXPENSES TO AVERAGE NET INCOME PORTFOLIO
VALUE AT TOTAL AT END OF NET ASSETS (10) (LOSS) TO TURNOVER AVERAGE
YEAR OR PERIOD END OF RETURN PERIOD WITHOUT AVERAGE RATE COMMISSION
ENDED (1) PERIOD (9) (000'S) GROSS NET REIMBURSEMENT NET ASSETS (11) RATE (12)
=============== ========= ======== =========== ============================ ========== ========== ===========
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A
10/31/96 (2)
9/30/96
9/30/95 $17.68 76.80% $16,747 2.85% 2.85% 3.35% (2.39)% 88.28% --
CLASS B
10/31/96 (2)
9/30/96
CLASS C
10/31/96 (2)
9/30/96
9/30/95 $17.64 76.40% $1,736 3.40% 3.40% 3.91% (2.94)% 88.28% --
</TABLE>
SEE NOTES TO FINANCIAL HIGHLIGHTS ON PAGE 30
3
<PAGE>
INTERNATIONAL EQUITY PORTFOLIO
OBJECTIVE: Long-term growth of capital.
INVESTMENT FOCUS: The International Equity Portfolio invests primarily in the
common stock and other equity securities of foreign issuers traded on overseas
exchanges and in foreign over-the-counter markets.
INVESTOR PROFILE: For the investor who seeks long-term growth of capital through
investments in foreign securities. The investor should also be able to tolerate
the significant risk factors associated with foreign investing.
PRIMARY INVESTMENT PRACTICES: The Portfolio invests primarily in common stock
and other equity securities, including preferred stocks, convertible securities,
warrants or rights. The Portfolio may also invest in fixed-income instruments
when its sub-advisers deem appropriate.
Daily cash inflows attributable to shares purchased by investors will be divided
equally each day between its sub-advisers, and each portion will thereafter be
managed separately by each sub-adviser.
Under normal circumstances, the Portfolio will seek to be invested in a minimum
of 50 stocks of issuers from approximately 15-25 countries, based on (i) the
country in which an issuer is organized; (ii) the country from which an issuer
derives at least 50% of its revenues or profits; or (iii) the principal trading
market for the issuer's securities. The Portfolio will not be invested in
issuers of fewer than twelve countries other than the U.S. at any time. (For
this purpose, ADRs, European Depositary Receipts ("EDRs"), and Global Depositary
Receipts ("GDRs") will be considered to be issued by the issuer of the
securities underlying the receipt.) Typically, the Portfolio will be invested
broadly, not only in the larger stock markets of the United Kingdom, Continental
Europe, Japan and the Far East, but also, to a lesser extent, in the smaller
stock markets of Asia, Europe and Latin America.
At any time, overseas economies may not be moving in the same direction and will
be subject to substantially different fiscal and monetary policies. These
provide situations the Portfolio will aim to exploit. The Portfolio will aim to
add value through active asset allocation among international equity markets.
In selecting investments on behalf of the Portfolio, GE Investment Management
Incorporated ("GEIM") seeks companies that are expected to grow faster than
relevant markets and whose securities are available at a price that does not
fully reflect the potential growth of those companies. GEIM typically focuses on
companies that possess one or more of a variety of characteristics, including
strong earnings growth relative to price-to-earnings and price-to-cash earnings
ratios, low price-to-book value, strong cash flow, presence in an industry
experiencing strong growth, and high quality management.
Under normal circumstances, the Portfolio will seek to invest as described
above, but may for cash management purposes and to meet operating expenses,
invest a portion of its total assets in cash and/or money market instruments as
described under How the Portfolios Invest below, pending investment in
accordance with its investment objective and policies. During periods when a
sub-adviser believes there are unstable market, economic, political or currency
conditions abroad, the Portfolio may assume a temporary defensive posture and
(i) restrict the securities markets in which its assets will be invested and/or
invest all or a significant portion of its assets in securities of the types
described above issued by companies incorporated in and/or having their
principal activities in the United States, or (ii) without limitation, hold cash
and/or invest in such money market instruments. To the extent that it holds cash
or invests in money market instruments, the Portfolio may not achieve its
investment objective of long-term growth of capital.
SUB-ADVISERS: Scottish Equitable Investment Management Limited and GE Investment
Management Incorporated
4
<PAGE>
INTERNATIONAL EQUITY PORTFOLIO
<TABLE>
<CAPTION>
SUMMARY OF EXPENSES CLASS OF SHARES
A B C
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as percentage of offering price) 5.50% None None
Redemption Fees (1) None None None
Deferred Sales Charge (as a percentage of original purchase price or redemption None 5.00% None
proceeds,whichever is lower) (2)
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
Management Fees 1.00% 1.00% 1.00%
12b-1 Service and Distribution Fees 0.35% 1.00% 0.90%
Other Expenses (net of expense reimbursements and/or fee waivers, if any) (3) % % %
----- ----- -----
Total Operating Expenses (net of expense reimbursements and/or fee waivers, if % % %
any) (3)
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
EXAMPLES
The tables below show the expenses you would pay on a $1000 investment over a
variety of time frames, assuming a 5% annual return. The first example assumes
redemption at the end of each period.
<S> <C> <C> <C> <C>
Share Class 1 Year 3 Years 5 Years 10 Years
- -----------
A (4) (4)
B (4) (4)
C (4) (4)
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class 1 Year 3 Years 5 Years 10 Years
- -----------
A (4) (4)
B (4) (4)
C (4) (4)
PLEASE SEE NOTES TO SUMMARY OF EXPENSES ON PAGE 29
</TABLE>
NOTE: No Financial Highlights exist for the International Equity Portfolio, as
that Portfolio commenced operations on February 1, 1997.
5
<PAGE>
CAPITAL APPRECIATION PORTFOLIO
OBJECTIVE: Long-term growth 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
^______________________, the MidCap Index included companies with
capitalizations between approximately ^ $_____ million and ^ $_____ 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.
SUB-ADVISER: Janus Capital Corporation
<TABLE>
<CAPTION>
SUMMARY OF EXPENSES CLASS OF SHARES
A B C
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as percentage of offering price) 5.50% None None
Redemption Fees (1) None None None
Deferred Sales Charge (as a percentage of original purchase price or redemption None 5.00% None
proceeds,whichever is lower) (2)
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
Management Fees 1.00% 1.00% 1.00%
12b-1 Service and Distribution Fees 0.35% 1.00% 0.90%
Other Expenses (net of expense reimbursements and/or fee waivers, if any) (3) % % %
----- ----- -----
Total Operating Expenses (net of expense reimbursements and/or fee waivers, if % % %
any) (3)
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
EXAMPLES
The tables below show the expenses you would pay on a $1000 investment over a
variety of time frames, assuming a 5% annual return. The first example assumes
redemption at the end of each period.
<S> <C> <C> <C> <C>
Share Class 1 Year 3 Years 5 Years 10 Years
- -----------
A
B
C
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class 1 Year 3 Years 5 Years 10 Years
- -----------
A
B
C
PLEASE SEE NOTES TO SUMMARY OF EXPENSES ON PAGE 29
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CAPITAL APPRECIATION PORTFOLIO
FINANCIAL HIGHLIGHTS
NET
REALIZED TOTAL
AND INCOME DIVIDENDS DISTRIBUTIONS DISTRIBUTIONS
NET ASSET NET UNREALIZED (LOSS) FROM FROM IN EXCESS OF
VALUE INVESTMENT GAIN (LOSS) FROM NET REALIZED NET NET REALIZED
YEAR OR PERIOD BEGINNING INCOME ON INVESTMENT INVESTMENT CAPITAL CAPITAL TOTAL
ENDED (1) OF PERIOD (LOSS) INVESTMENTS INCOME INCOME GAINS GAINS DISTRIBUTIONS
============== ============ ========== =========== ========== ========== ============= ============== ==============
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A
10/31/96 (2)
9/30/96
9/30/95 $10.00 $(0.03) $3.57 $3.54 -- -- -- --
CLASS B
10/31/96 (2)
9/30/96
CLASS C
10/31/96 (2)
9/30/96
9/30/95 $10.00 $(0.08) $3.57 $3.49 -- -- -- --
</TABLE>
<TABLE>
<CAPTION>
RATIO OF
NET ASSET NET ASSETS RATIO OF EXPENSES TO AVERAGE NET INCOME PORTFOLIO
VALUE AT TOTAL AT END OF NET ASSETS (10) (LOSS) TO TURNOVER AVERAGE
YEAR OR PERIOD END OF RETURN PERIOD WITHOUT AVERAGE RATE COMMISSION
ENDED (1) PERIOD (9) (000'S) GROSS NET REIMBURSEMENT NET ASSETS (11) RATE (12)
=============== ========= ======== =========== ============================ ========== ========== ===========
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A
10/31/96 (2)
9/30/96
9/30/95 $13.54 35.40% $6,241 2.90% 2.85% 4.17% 0.75% 262.97% --
CLASS B
10/31/96 (2)
9/30/96
CLASS C
10/31/96 (2)
9/30/96
9/30/95 $13.49 34.90% $2,565 3.45% 3.40% 4.72% 0.20% 262.97% --
</TABLE>
SEE NOTES TO FINANCIAL HIGHLIGHTS ON PAGE 30
7
<PAGE>
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 ^ 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.
SUB-ADVISER: Janus Capital Corporation
<TABLE>
<CAPTION>
SUMMARY OF EXPENSES CLASS OF SHARES
A B C
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as percentage of offering price) 5.50% None None
Redemption Fees (1) None None None
Deferred Sales Charge (as a percentage of original purchase price or redemption None 5.00% None
proceeds,whichever is lower) (2)
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
Management Fees 1.00% 1.00% 1.00%
12b-1 Service and Distribution Fees 0.35% 1.00% 0.90%
Other Expenses (net of expense reimbursements and/or fee waivers, if any) (3) % % %
----- ----- -----
Total Operating Expenses (net of expense reimbursements and/or fee waivers, if % % %
any) (3)
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
EXAMPLES
The tables below show the expenses you would pay on a $1000 investment over a
variety of time frames, assuming a 5% annual return. The first example assumes
redemption at the end of each period.
<S> <C> <C> <C> <C>
Share Class 1 Year 3 Years 5 Years 10 Years
- -----------
A
B
C
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class 1 Year 3 Years 5 Years 10 Years
- -----------
A
B
C
PLEASE SEE NOTES TO SUMMARY OF EXPENSES ON PAGE 29
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
GLOBAL PORTFOLIO
FINANCIAL HIGHLIGHTS
NET
REALIZED TOTAL
AND INCOME DIVIDENDS DISTRIBUTIONS DISTRIBUTIONS
NET ASSET NET UNREALIZED (LOSS) FROM FROM IN EXCESS OF
VALUE INVESTMENT GAIN (LOSS) FROM NET REALIZED NET NET REALIZED
YEAR OR PERIOD BEGINNING INCOME ON INVESTMENT INVESTMENT CAPITAL CAPITAL TOTAL
ENDED (1) OF PERIOD (LOSS) INVESTMENTS INCOME INCOME GAINS GAINS DISTRIBUTIONS
============== ============ ========== =========== ========== ========== ============= ============== ==============
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A
10/31/96 (2)
9/30/96
9/30/95 $15.93 $(0.06) $2.42 $2.36 -- $(0.56) -- $(0.56)
9/30/94 $13.35 $(0.04) $2.62 $2.58 -- -- -- --
9/30/93 $10.00 $(0.04) $3.39 $3.35 -- -- -- --
CLASS B
10/31/96 (2)
9/30/96
CLASS C
10/31/96 (2)
9/30/96
9/30/95 $15.74 $(0.14) $2.42 $2.28 -- $(0.56) -- $(0.56)
9/30/94 $13.35 $(0.23) $2.62 $2.39 -- -- -- --
</TABLE>
<TABLE>
<CAPTION>
RATIO OF
NET ASSET NET ASSETS RATIO OF EXPENSES TO AVERAGE NET INCOME PORTFOLIO
VALUE AT TOTAL AT END OF NET ASSETS (10) (LOSS) TO TURNOVER AVERAGE
YEAR OR PERIOD END OF RETURN PERIOD WITHOUT AVERAGE RATE COMMISSION
ENDED (1) PERIOD (9) (000'S) GROSS NET REIMBURSEMENT NET ASSETS (11) RATE (12)
=============== ========= ======== =========== ============================ ========== ========== ===========
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A
10/31/96 (2)
9/30/96
9/30/95 $17.73 15.47% $89,397 2.10% 1.97% -- (0.43)% 161.48% --
9/30/94 $15.93 19.33% $81,241 2.14% -- -- (0.55)% 148.01% --
9/30/93 $13.35 33.52% $17,430 2.84% -- 3.65% (0.87)% 116.98% --
CLASS B
10/31/96 (2)
9/30/96
CLASS C
10/31/96 (2)
9/30/96
9/30/95 $17.46 15.14% $3,567 2.65% 2.52% -- (0.98)% 161.48% --
9/30/94 $15.74 17.90% $3,571 4.04% -- -- (2.46)% 148.01% --
</TABLE>
SEE NOTES TO FINANCIAL HIGHLIGHTS ON PAGE 30
9
<PAGE>
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 ^ 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.
SUB-ADVISER: Janus Capital Corporation
<TABLE>
<CAPTION>
SUMMARY OF EXPENSES CLASS OF SHARES
A B C
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as percentage of offering price) 5.50% None None
Redemption Fees (1) None None None
Deferred Sales Charge (as a percentage of original purchase price or redemption None 5.00% None
proceeds,whichever is lower) (2)
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
Management Fees 1.00% 1.00% 1.00%
12b-1 Service and Distribution Fees 0.35% 1.00% 0.90%
Other Expenses (net of expense reimbursements and/or fee waivers, if any) (3) % % %
----- ----- -----
Total Operating Expenses (net of expense reimbursements and/or fee waivers, if % % %
any) (3)
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
EXAMPLES
The tables below show the expenses you would pay on a $1000 investment over a
variety of time frames, assuming a 5% annual return. The first example assumes
redemption at the end of each period.
<S> <C> <C> <C> <C>
Share Class 1 Year 3 Years 5 Years 10 Years
- -----------
A
B
C
T (4) (4)
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class 1 Year 3 Years 5 Years 10 Years
- -----------
A
B
C
T (4) (4)
PLEASE SEE NOTES TO SUMMARY OF EXPENSES ON PAGE 29
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
NET
REALIZED TOTAL
AND INCOME DIVIDENDS DISTRIBUTIONS DISTRIBUTIONS
NET ASSET NET UNREALIZED (LOSS) FROM FROM IN EXCESS OF
VALUE INVESTMENT GAIN (LOSS) FROM NET REALIZED NET NET REALIZED
YEAR OR PERIOD BEGINNING INCOME ON INVESTMENT INVESTMENT CAPITAL CAPITAL TOTAL
ENDED (1) OF PERIOD (LOSS) INVESTMENTS INCOME INCOME GAINS GAINS DISTRIBUTIONS
============== ============ ========== =========== ========== ========== ============= ============== ==============
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A
10/31/96 (2)
9/30/96
9/30/95 16.78 $(0.05) $6.18 $6.13 -- $(0.07) -- $(0.07)
9/30/94 (4) 18.46 $0.01 $(1.22) $(1.21) -- $(0.33) $(0.14) $(0.47)
9/30/93 (3) 16.46 $0.04 $2.42 $2.46 $(0.07) $(0.39) -- $(0.46)
9/30/92 16.22 $0.08 $0.88 $0.96 $(0.07) $(0.65) -- $(0.72)
9/30/91 (4) 13.77 $0.14 $5.32 $5.46 $(0.17) $(2.84) -- $(3.01)
9/30/90 17.52 $0.12 $(2.21) $(2.09) $(0.09) $(1.57) -- $(1.66)
9/30/89 11.48 $0.09 $6.18 $6.27 $(0.23) -- -- $(0.23)
9/30/88 14.08 $0.25 $(1.59) $(1.34) $(0.16) $(1.10) -- $(1.26)
9/30/87 $9.90 $0.14 $4.11 $4.25 $(0.07) -- -- $(0.07)
9/30/86 10.00 $0.07 $(0.17) $(0.10) -- -- -- --
CLASS B (2)
10/31/96
9/30/96
CLASS C (2)
10/31/96
9/30/96
9/30/95 $16.68 $(0.15) $6.18 $6.03 -- $(0.07) -- $(0.07)
9/30/94 $18.46 $(0.09) $(1.22) $(1.31) -- $(0.33) $(0.14) $(0.47)
CLASS T (2)(8)
10/31/96
9/30/96 (13)
</TABLE>
<TABLE>
<CAPTION>
RATIO OF
NET ASSET NET ASSETS RATIO OF EXPENSES TO AVERAGE NET INCOME PORTFOLIO
VALUE AT TOTAL AT END OF NET ASSETS (10) (LOSS) TO TURNOVER AVERAGE
YEAR OR PERIOD END OF RETURN PERIOD WITHOUT AVERAGE RATE COMMISSION
ENDED (1) PERIOD (9) (000'S) GROSS NET REIMBURSEMENT NET ASSETS (11) RATE (12)
=============== ========= ======== =========== ============================ ========== ========== ===========
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A
10/31/96 (2)
9/30/96
9/30/95 $22.84 36.70% $485,935 1.86% 1.84% -- (0.26)% 123.26% --
9/30/94 (4) 16.78 (6.72)% $431,207 1.76% -- -- 0.04% 63.73% --
9/30/93 $18.46 15.13 % $548,564 1.61% -- -- 0.29% 97.40% --
9/30/92 $16.46 6.10% $403,361 1.61% -- -- 0.69% 56.21% --
9/30/91 (4) $16.22 48.00% $126,436 1.48% -- -- 0.88% 102.16% --
9/30/90 $13.77 (12.50)% $74,594 1.35% -- -- 0.75% 127.79% --
9/30/89 $17.52 55.70% $89,494 1.41% -- -- 0.67% 98.88% --
9/30/88 $11.48 (8.00)% $65,463 1.47% -- -- 2.45% 133.28% --
9/30/87 $14.08 44.10% $78,979 1.32% -- -- 0.94% 167.58% --
9/30/86 $9.90 (1.70)% $19,745 2.02% -- -- 2.35% 19.57% --
CLASS B (2)
10/31/96
9/30/96
CLASS C (2)
10/31/96
9/30/96
9/30/95 $22.64 36.32% $5,593 2.41% 2.38% -- (0.81)% 123.26% --
9/30/94 $16.68 (7.72)% $3,423 3.48% -- -- (1.68)% 63.73% --
CLASS T (8)(2)
10/31/96
9/30/96 (13)
SEE NOTES TO FINANCIAL HIGHLIGHTS ON PAGE 30
</TABLE>
11
<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 ^ 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.
SUB-ADVISER: C.A.S.E. Management, Inc.
<TABLE>
<CAPTION>
SUMMARY OF EXPENSES CLASS OF SHARES
A B C
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as percentage of offering price) 5.50% None None
Redemption Fees (1) None None None
Deferred Sales Charge (as a percentage of original purchase price or redemption None 5.00% None
proceeds,whichever is lower) (2)
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
Management Fees 1.00% 1.00% 1.00%
12b-1 Service and Distribution Fees 0.35% 1.00% 0.90%
Other Expenses (net of expense reimbursements and/or fee waivers, if any) (3) % % %
----- ----- -----
Total Operating Expenses (net of expense reimbursements and/or fee waivers, if % % %
any) (3)
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
EXAMPLES
The tables below show the expenses you would pay on a $1000 investment over a
variety of time frames, assuming a 5% annual return. The first example assumes
redemption at the end of each period.
<S> <C> <C> <C> <C>
Share Class 1 Year 3 Years 5 Years 10 Years
- -----------
A (4) (4)
B (4) (4)
C (4) (4)
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class 1 Year 3 Years 5 Years 10 Years
- -----------
A (4) (4)
B (4) (4)
C (4) (4)
PLEASE SEE NOTES TO SUMMARY OF EXPENSES ON PAGE 29
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
C.A.S.E. PORTFOLIO
FINANCIAL HIGHLIGHTS
NET
REALIZED TOTAL
AND INCOME DIVIDENDS DISTRIBUTIONS DISTRIBUTIONS
NET ASSET NET UNREALIZED (LOSS) FROM FROM IN EXCESS OF
VALUE INVESTMENT GAIN (LOSS) FROM NET REALIZED NET NET REALIZED
YEAR OR PERIOD BEGINNING INCOME ON INVESTMENT INVESTMENT CAPITAL CAPITAL TOTAL
ENDED (1) OF PERIOD (LOSS) INVESTMENTS INCOME INCOME GAINS GAINS DISTRIBUTIONS
============== ============ ========== =========== ========== ========== ============= ============== ==============
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A
10/31/96 (2)
9/30/96
CLASS B
10/31/96 (2)
9/30/96
CLASS C
10/31/96 (2)
9/30/96
</TABLE>
<TABLE>
<CAPTION>
RATIO OF
NET ASSET NET ASSETS RATIO OF EXPENSES TO AVERAGE NET INCOME PORTFOLIO
VALUE AT TOTAL AT END OF NET ASSETS (10) (LOSS) TO TURNOVER AVERAGE
YEAR OR PERIOD END OF RETURN PERIOD WITHOUT AVERAGE RATE COMMISSION
ENDED (1) PERIOD (9) (000'S) GROSS NET REIMBURSEMENT NET ASSETS (11) RATE (12)
=============== ========= ======== =========== ============================ ========== ========== ===========
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A
10/31/96 (2)
9/30/96
CLASS B
10/31/96 (2)
9/30/96
CLASS C
10/31/96 (2)
9/30/96
</TABLE>
SEE NOTES TO FINANCIAL HIGHLIGHTS ON PAGE 30
13
<PAGE>
VALUE EQUITY PORTFOLIO
OBJECTIVE: Maximum consistent total return with minimum risk to principal.
INVESTMENT FOCUS: The Value Equity Portfolio invests primarily in common stocks
with above-average statistical value which the sub-adviser believes are in
fundamentally attractive industries and are undervalued at the time of purchase.
INVESTOR PROFILE: For the investor who seeks both capital preservation and
long-term capital appreciation.
PRIMARY INVESTMENT PRACTICES: The Portfolio seeks to achieve its investment
objective by investing its assets in common stocks with above-average
statistical value which the sub-adviser believes are in fundamentally attractive
industries and are undervalued at the time of purchase. The sub-adviser will
seek to identify stocks of above-average statistical value by using statistical
measures to screen for below-average price-to-earnings and price-to-book ratios,
above-average dividend yields and strong financial stability.
The sub-adviser will begin the process of evaluating potential common stock and
equity-related securities investments by screening a universe of 1,100
companies, primarily of medium to large capitalization. For these purposes, the
sub-adviser considers medium capitalization stocks to be stocks issued by
companies with market capitalization of between $500 million and $3 billion, and
large capitalization stocks to be those stocks issued by companies with market
capitalization in excess of $3 billion. Investments in companies with market
capitalization under $500 million will be limited to 10% of the Portfolio's
total assets.
The process used by the sub-adviser to identify promising under-valued companies
within this universe of companies may be different from those of other
value-oriented investment managers in the following ways: the use of earnings
averaged over both strong and weak periods to value cyclical companies, a focus
on quality of earnings, investment in relative value, and concentration in
industries/sectors having strong long-term fundamentals.
As a part of this multi-disciplined approach to capturing value, the sub-adviser
first seeks to identify market sectors early in their cycle of fundamental
improvement, investor recognition and market exploitation. Industry fundamentals
used in this decision making process are business trend analysis (to analyze
industry and company fundamentals for the impact of changing worldwide product
demand/supply), direction of inflation and interest rates, and
expansion/contraction of business cycles. The sub-adviser utilizes in-house
capabilities, in addition to independent resources, for economic, industry and
securities research.
Following this initial phase, approximately 200 companies that the sub-adviser
believes have above-average statistical value and are in a sector identified as
having positive fundamentals on a long-term basis, will be actively followed.
The Portfolio's investments will generally be selected from among these 200
actively followed companies. Company visits and interviews with management
augment fundamental research in seeking to identify the potential value in these
investments. The Portfolio will seek to be concentrated in those industries with
positive fundamentals and likewise will seek to minimize risk by avoiding
industries with deteriorating long-term fundamentals.
SUB-ADVISER: NWQ Investment Management Company, Inc,
<TABLE>
<CAPTION>
SUMMARY OF EXPENSES CLASS OF SHARES
A B C
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as percentage of offering price) 5.50% None None
Redemption Fees (1) None None None
Deferred Sales Charge (as a percentage of original purchase price or redemption None 5.00% None
proceeds,whichever is lower) (2)
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
Management Fees 1.00% 1.00% 1.00%
12b-1 Service and Distribution Fees 0.35% 1.00% 0.90%
Other Expenses (net of expense reimbursements and/or fee waivers, if any) (3) % % %
----- ----- -----
Total Operating Expenses (net of expense reimbursements and/or fee waivers, if % % %
any) (3)
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
EXAMPLES
The tables below show the expenses you would pay on a $1000 investment over a
variety of time frames, assuming a 5% annual return. The first example assumes
redemption at the end of each period.
<S> <C> <C> <C> <C>
Share Class 1 Year 3 Years 5 Years 10 Years
- -----------
A (4) (4)
B (4) (4)
C (4) (4)
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class 1 Year 3 Years 5 Years 10 Years
- -----------
A (4) (4)
B (4) (4)
C (4) (4)
PLEASE SEE NOTES TO SUMMARY OF EXPENSES ON PAGE 29
</TABLE>
NOTE: No Financial Highlights exist for the Value Equity Portfolio, as that
Portfolio commenced operations on February 1, 1997.
14
<PAGE>
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 ^ seeks capital appreciation and income
growth through a strategic blend of stocks and bonds. The investor should ^
desire a fundamentally-oriented investment approach which emphasizes risk
management.
PRIMARY INVESTMENT PRACTICES: The ^ 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.
SUB-ADVISER: Luther King Capital Management Corporation
<TABLE>
<CAPTION>
SUMMARY OF EXPENSES CLASS OF SHARES
A B C
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as percentage of offering price) 5.50% None None
Redemption Fees (1) None None None
Deferred Sales Charge (as a percentage of original purchase price or redemption None 5.00% None
proceeds,whichever is lower) (2)
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
Management Fees 1.00% 1.00% 1.00%
12b-1 Service and Distribution Fees 0.35% 1.00% 0.90%
Other Expenses (net of expense reimbursements and/or fee waivers, if any) (3) % % %
----- ----- -----
Total Operating Expenses (net of expense reimbursements and/or fee waivers, if % % %
any) (3)
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
EXAMPLES
The tables below show the expenses you would pay on a $1000 investment over a
variety of time frames, assuming a 5% annual return. The first example assumes
redemption at the end of each period.
<S> <C> <C> <C> <C>
Share Class 1 Year 3 Years 5 Years 10 Years
- -----------
A
B
C
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class 1 Year 3 Years 5 Years 10 Years
- -----------
A
B
C
PLEASE SEE NOTES TO SUMMARY OF EXPENSES ON PAGE 29
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
EQUITY-INCOME PORTFOLIO
FINANCIAL HIGHLIGHTS
NET
REALIZED TOTAL
AND INCOME DIVIDENDS DISTRIBUTIONS DISTRIBUTIONS
NET ASSET NET UNREALIZED (LOSS) FROM FROM IN EXCESS OF
VALUE INVESTMENT GAIN (LOSS) FROM NET REALIZED NET NET REALIZED
YEAR OR PERIOD BEGINNING INCOME ON INVESTMENT INVESTMENT CAPITAL CAPITAL TOTAL
ENDED (1) OF PERIOD (LOSS) INVESTMENTS INCOME INCOME GAINS GAINS DISTRIBUTIONS
============== ============ ========== =========== ========== ========== ============= ============== ==============
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A
10/31/96 (2)
9/30/96
9/30/95 $10.00 $0.09 $1.75 $1.84 $(0.10) -- -- $(0.10)
CLASS B
10/31/96 (2)
9/30/96
CLASS C
10/31/96 (2)
9/30/96
9/30/95 $10.00 $0.03 $1.75 $1.78 $(0.05) -- -- $(0.05)
</TABLE>
<TABLE>
<CAPTION>
RATIO OF
NET ASSET NET ASSETS RATIO OF EXPENSES TO AVERAGE NET INCOME PORTFOLIO
VALUE AT TOTAL AT END OF NET ASSETS (10) (LOSS) TO TURNOVER AVERAGE
YEAR OR PERIOD END OF RETURN PERIOD WITHOUT AVERAGE RATE COMMISSION
ENDED (1) PERIOD (9) (000'S) GROSS NET REIMBURSEMENT NET ASSETS (11) RATE (12)
=============== ========= ======== =========== ============================ ========== ========== ===========
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A
10/31/96 (2)
9/30/96
9/30/95 $11.74 18.43% $5,167 2.99% 2.85% 4.57% 0.85% 34.67% --
CLASS B
10/31/96 (2)
9/30/96
CLASS C
10/31/96 (2)
9/30/96 $11.73 17.95% $281 3.54% 3.40% 5.12% 0.30% 34.67% --
</TABLE>
SEE NOTES TO FINANCIAL HIGHLIGHTS ON PAGE 30
16
<PAGE>
TACTICAL ASSET ALLOCATION PORTFOLIO
OBJECTIVE: Preservation of capital and competitive investment returns.
INVESTMENT FOCUS: The Tactical Asset Allocation Portfolio invests primarily in
stocks, U.S. Treasury bonds, notes and bills and money market funds. Models are
used in determining when the Portfolio's assets are "tactically" allocated among
these groups of investments.
INVESTOR PROFILE: For the investor who wants a combination of capital growth and
income, and who is comfortable with the risks associated with an actively traded
portfolio which shifts assets between equity and debt.
PRIMARY INVESTMENT PRACTICES: The ^ 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 ^
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.
SUB-ADVISER: Dean Investment Associates
<TABLE>
<CAPTION>
SUMMARY OF EXPENSES CLASS OF SHARES
A B C
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as percentage of offering price) 5.50% None None
Redemption Fees (1) None None None
Deferred Sales Charge (as a percentage of original purchase price or redemption None 5.00% None
proceeds,whichever is lower) (2)
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
Management Fees 1.00% 1.00% 1.00%
12b-1 Service and Distribution Fees 0.35% 1.00% 0.90%
Other Expenses (net of expense reimbursements and/or fee waivers, if any) (3) % % %
----- ----- -----
Total Operating Expenses (net of expense reimbursements and/or fee waivers, if % % %
any) (3)
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
EXAMPLES
The tables below show the expenses you would pay on a $1000 investment over a
variety of time frames, assuming a 5% annual return. The first example assumes
redemption at the end of each period.
<S> <C> <C> <C> <C>
Share Class 1 Year 3 Years 5 Years 10 Years
- -----------
A
B
C
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class 1 Year 3 Years 5 Years 10 Years
- -----------
A
B
C
PLEASE SEE NOTES TO SUMMARY OF EXPENSES ON PAGE 29
</TABLE>
17
<PAGE>
<TABLE>
<CAPTION>
TACTICAL ASSET ALLOCATION PORTFOLIO
FINANCIAL HIGHLIGHTS
NET
REALIZED TOTAL
AND INCOME DIVIDENDS DISTRIBUTIONS DISTRIBUTIONS
NET ASSET NET UNREALIZED (LOSS) FROM FROM IN EXCESS OF
VALUE INVESTMENT GAIN (LOSS) FROM NET REALIZED NET NET REALIZED
YEAR OR PERIOD BEGINNING INCOME ON INVESTMENT INVESTMENT CAPITAL CAPITAL TOTAL
ENDED (1) OF PERIOD (LOSS) INVESTMENTS INCOME INCOME GAINS GAINS DISTRIBUTIONS
============== ============ ========== =========== ========== ========== ============= ============== ==============
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A
10/31/96 (2)
9/30/96
CLASS B
10/31/96 (2)
9/30/96
CLASS C
10/31/96 (2)
9/30/96
</TABLE>
<TABLE>
<CAPTION>
RATIO OF
NET ASSET NET ASSETS RATIO OF EXPENSES TO AVERAGE NET INCOME PORTFOLIO
VALUE AT TOTAL AT END OF NET ASSETS (10) (LOSS) TO TURNOVER AVERAGE
YEAR OR PERIOD END OF RETURN PERIOD WITHOUT AVERAGE RATE COMMISSION
ENDED (1) PERIOD (9) (000'S) GROSS NET REIMBURSEMENT NET ASSETS (11) RATE (12)
=============== ========= ======== =========== ============================ ========== ========== ===========
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A
10/31/96 (2)
9/30/96
CLASS B
10/31/96 (2)
9/30/96
CLASS C
10/31/96 (2)
9/30/96
</TABLE>
SEE NOTES TO FINANCIAL HIGHLIGHTS ON PAGE 30
18
<PAGE>
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 ^ securities selected primarily for growth potential and 40-60% of its assets
in ^ securities selected primarily for their income potential. At least 25% of
its assets normally will be invested in fixed income senior securities, which
include ^ debt securities 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 ^ 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 ^ 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.
SUB-ADVISER: Janus Capital Corporation
<TABLE>
<CAPTION>
SUMMARY OF EXPENSES CLASS OF SHARES
A B C
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as percentage of offering price) 5.50% None None
Redemption Fees (1) None None None
Deferred Sales Charge (as a percentage of original purchase price or redemption None 5.00% None
proceeds,whichever is lower) (2)
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
Management Fees 1.00% 1.00% 1.00%
12b-1 Service and Distribution Fees 0.35% 1.00% 0.90%
Other Expenses (net of expense reimbursements and/or fee waivers, if any) (3) % % %
----- ----- -----
Total Operating Expenses (net of expense reimbursements and/or fee waivers, if % % %
any) (3)
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
EXAMPLES
The tables below show the expenses you would pay on a $1000 investment over a
variety of time frames, assuming a 5% annual return. The first example assumes
redemption at the end of each period.
<S> <C> <C> <C> <C>
Share Class 1 Year 3 Years 5 Years 10 Years
- -----------
A
B
C
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class 1 Year 3 Years 5 Years 10 Years
- -----------
A
B
C
PLEASE SEE NOTES TO SUMMARY OF EXPENSES ON PAGE 29
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
BALANCED PORTFOLIO
FINANCIAL HIGHLIGHTS
NET
REALIZED TOTAL
AND INCOME DIVIDENDS DISTRIBUTIONS DISTRIBUTIONS
NET ASSET NET UNREALIZED (LOSS) FROM FROM IN EXCESS OF
VALUE INVESTMENT GAIN (LOSS) FROM NET REALIZED NET NET REALIZED
YEAR OR PERIOD BEGINNING INCOME ON INVESTMENT INVESTMENT CAPITAL CAPITAL TOTAL
ENDED (1) OF PERIOD (LOSS) INVESTMENTS INCOME INCOME GAINS GAINS DISTRIBUTIONS
============== ============ ========== =========== ========== ========== ============= ============== ==============
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A
10/31/96 (2)
9/30/96
9/30/95 $10.00 $0.05 $1.47 $1.52 $(0.05) -- -- $(0.05)
CLASS B
10/31/96 (2)
9/30/96
CLASS C
10/31/96 (2)
9/30/96
9/30/95 $10.00 $0.01 $1.47 $1.48 $(0.01) -- -- $(0.01)
</TABLE>
<TABLE>
<CAPTION>
RATIO OF
NET ASSET NET ASSETS RATIO OF EXPENSES TO AVERAGE NET INCOME PORTFOLIO
VALUE AT TOTAL AT END OF NET ASSETS (10) (LOSS) TO TURNOVER AVERAGE
YEAR OR PERIOD END OF RETURN PERIOD WITHOUT AVERAGE RATE COMMISSION
ENDED (1) PERIOD (9) (000'S) GROSS NET REIMBURSEMENT NET ASSETS (11) RATE (12)
=============== ========= ======== =========== ============================ ========== ========== ===========
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A
10/31/96 (2)
9/30/96
9/30/95 $11.47 15.27% $3,670 2.92% 2.85% 4.48% 0.56% 82.48% --
CLASS B
10/31/96 (2)
9/30/96
CLASS C
10/31/96 (2)
9/30/96
9/30/95 $11.47 14.77% $3,365 3.47% 3.40% 5.03% 0.01% 82.48% --
</TABLE>
SEE NOTES TO FINANCIAL HIGHLIGHTS ON PAGE 30
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 ^ Portfolio may, at times, have substantial holdings of high-yield/high-risk
bonds or unrated bonds of foreign and domestic issuers.
The ^ 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.
SUB-ADVISER: Janus Capital Corporation
<TABLE>
<CAPTION>
SUMMARY OF EXPENSES CLASS OF SHARES
A B C
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as percentage of offering price) 4.75% None None
Redemption Fees (1) None None None
Deferred Sales Charge (as a percentage of original purchase price or redemption None 5.00% None
proceeds,whichever is lower) (2)
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
Management Fees 0.90% 0.90% 0.90%
12b-1 Service and Distribution Fees 0.35% 1.00% 0.90%
Other Expenses (net of expense reimbursements and/or fee waivers, if any) (3) % % %
----- ----- -----
Total Operating Expenses (net of expense reimbursements and/or fee waivers, if % % %
any) (3)
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
EXAMPLES
The tables below show the expenses you would pay on a $1000 investment over a
variety of time frames, assuming a 5% annual return. The first example assumes
redemption at the end of each period.
<S> <C> <C> <C> <C>
Share Class 1 Year 3 Years 5 Years 10 Years
- -----------
A
B
C
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class 1 Year 3 Years 5 Years 10 Years
- -----------
A
B
C
PLEASE SEE NOTES TO SUMMARY OF EXPENSES ON PAGE 29
</TABLE>
21
<PAGE>
<TABLE>
<CAPTION>
FLEXIBLE INCOME PORTFOLIO
FINANCIAL HIGHLIGHTS
NET
REALIZED TOTAL
AND INCOME DIVIDENDS DISTRIBUTIONS DISTRIBUTIONS
NET ASSET NET UNREALIZED (LOSS) FROM FROM IN EXCESS OF
VALUE INVESTMENT GAIN (LOSS) FROM NET REALIZED NET NET REALIZED
YEAR OR PERIOD BEGINNING INCOME ON INVESTMENT INVESTMENT CAPITAL CAPITAL TOTAL
ENDED (1) OF PERIOD (LOSS) INVESTMENTS INCOME INCOME GAINS GAINS DISTRIBUTIONS
============== ============ ========== =========== ========== ========== ============= ============== ==============
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A
10/31/96 (2)
9/30/96
9/30/95 $8.83 $0.61 $0.37 $0.98 $(0.64) -- -- $(0.64)
9/30/94 (4)(5) $9.59 $0.65 $(0.81) $(0.16) $(0.60) -- -- $(0.60)
9/30/93 $8.95 $0.70 $0.60 $1.30 $(0.66) -- -- $(0.66)
10/31/92 (3) $8.73 $0.80 $0.22 $1.02 $(0.80) -- -- $(0.80)
10/31/91 $7.74 $0.82 $1.10 $1.92 $(0.80) $(0.13) -- $(0.93)
10/31/90 $9.55 $0.90 $(1.80) $(0.90) $(0.91) -- -- $(0.91)
10/31/89 $10.15 $0.95 $(0.46) $0.49 $(0.93) $(0.16) -- $(1.09)
10/31/88 $9.60 $0.91 $0.55 $1.46 $(0.91) -- -- $(0.91)
10/31/87 $10.00 $0.25 $(0.40) $(0.15) $(0.25) -- -- $(0.25)
CLASS B
10/31/96
9/30/96
CLASS C
10/31/96 (2)
9/30/96
9/30/95 $8.83 $0.56 $0.37 $0.93 $(0.59) -- -- $(0.59)
9/30/94 $9.59 $0.60 $(0.81) $(0.21) $(0.55) -- -- $(0.55)
</TABLE>
<TABLE>
<CAPTION>
RATIO OF
NET ASSET NET ASSETS RATIO OF EXPENSES TO AVERAGE NET INCOME PORTFOLIO
VALUE AT TOTAL AT END OF NET ASSETS (10) (LOSS) TO TURNOVER AVERAGE
YEAR OR PERIOD END OF RETURN PERIOD WITHOUT AVERAGE RATE COMMISSION
ENDED (1) PERIOD (9) (000'S) GROSS NET REIMBURSEMENT NET ASSETS (11) RATE (12)
=============== ========= ======== =========== ============================ ========== ========== ===========
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A
10/31/96 (2)
9/30/96
9/30/95 $9.17 11.57% $19,786 1.87% 1.85% 1.94% 7.03% 149.58% --
9/30/94 (4)(5) $8.83 (1.54)% $21,527 1.85% -- 2.13% 6.57% 105.40% --
9/30/93 $9.59 13.66% $29,232 1.50% -- 1.56% 7.76% 138.86% --
10/31/92 (3) $8.95 12.17% $26,676 1.50% -- 1.66% 8.55% 140.23% --
10/31/91 $8.73 26.38% $18,696 1.50% -- 1.75% 9.84% 130.73% --
10/31/90 $7.74 (10.22)% $18,760 1.50% -- -- 10.51% 72.40% --
10/31/89 $9.55 5.17% $27,645 1.29% -- -- 9.63% 71.44% --
10/31/88 $10.15 15.62% $20,469 1.00% -- -- 9.22% 54.42% --
10/31/87 $9.60 (1.90)% $4,676 1.14% -- -- 7.88% 68.21% --
CLASS B
10/31/96
9/30/96
CLASS C
10/31/96 (2)
9/30/96
9/30/95 $9.17 10.95% $558 2.42% 2.40% 2.49% 6.48% 149.58% --
9/30/94 $8.83 (2.15)% $691 2.40% -- 8.59% 6.03% 105.40% --
</TABLE>
22
<PAGE>
INCOME PLUS PORTFOLIO
OBJECTIVE: As high a level of current income as is consistent with the avoidance
of excessive risk.
INVESTMENT FOCUS: The Income Plus Portfolio invests in a diversified portfolio
of fixed-income and convertible debt securities and dividend-paying common,
preferred and convertible preferred stocks. Although yields on convertible
securities are often lower than yields on nonconvertible bonds and preferred
stocks of comparable investment quality, the Portfolio may invest in convertible
securities if the total return ^ is expected to provide higher current income
than nonconvertible securities. The Portfolio may also hold or invest in common
stocks which are acquired in conversion or exchange of, or in a unit offering
with, fixed-income securities.
INVESTOR PROFILE: For the investor who wants high current income and is willing
to tolerate the fluctuation in principal value associated with changes in the
interest rate environment.
PRIMARY INVESTMENT PRACTICES: The Portfolio seeks yields as high as possible
while managing risk through certain investment policies described below.
The Portfolio will not invest in rated securities that, at the time of
investment, are rated below B by Moody's or B by S&P ("b," in the case of
Moody's preferred stock ratings). It may invest in unrated securities which, in
the manager's judgment, are of equivalent quality. The Portfolio may not invest
in rated corporate securities if, after such investment, more than 50% of its
total holdings of securities (other than commercial paper) would then be rated
below B by Moody's or B by S&P.
The Portfolio may not invest in commercial paper of corporate issuers which is
rated below Prime-2 by Moody's or A-2 by S&P. It may invest in unrated
commercial paper of comparable quality, as determined by the sub-adviser.
Under certain conditions, the ^ Portfolio may temporarily invest some or all of
its assets in short-term obligations such as (a) commercial paper and bankers'
acceptances of U.S. banks; (b) U.S. dollar-denominated obligations of U.S. bank
branches located outside the United States and of U.S. branches of foreign
banks; (c) U.S. dollar-denominated time deposits (subject to certain
restrictions described in the SAI); and (d) obligations of the U.S. government,
its agencies or instrumentalities. Before investing in any foreign short-term
bank obligations, the sub-adviser will consider factors including the political
and economic condition in a country, the prospect for changes in the value of
its currency, the possibility of expropriation or nationalization, and interest
payment limitations, based on existing or prior actions of the foreign
government. Such risks cannot be entirely eliminated from foreign investing.
If rated securities held by the Portfolio are downgraded by a ratings agency,
the sub-adviser will consider the advisability of keeping these securities. 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.
SUB-ADVISER: AEGON USA Investment Management, Inc.
<TABLE>
<CAPTION>
SUMMARY OF EXPENSES CLASS OF SHARES
A B C
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as percentage of offering price) 4.75% None None
Redemption Fees (1) None None None
Deferred Sales Charge (as a percentage of original purchase price or redemption None 5.00% None
proceeds,whichever is lower) (2)
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
Management Fees 0.60% 0.60% 0.60%
12b-1 Service and Distribution Fees 0.35% 1.00% 0.90%
Other Expenses (net of expense reimbursements and/or fee waivers, if any) (3) % % %
----- ----- -----
Total Operating Expenses (net of expense reimbursements and/or fee waivers, if % % %
any) (3)
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
EXAMPLES
The tables below show the expenses you would pay on a $1000 investment over a
variety of time frames, assuming a 5% annual return. The first example assumes
redemption at the end of each period.
<S> <C> <C> <C> <C>
Share Class 1 Year 3 Years 5 Years 10 Years
- -----------
A
B
C
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class 1 Year 3 Years 5 Years 10 Years
- -----------
A
B
C
PLEASE SEE NOTES TO SUMMARY OF EXPENSES ON PAGE 29
</TABLE>
23
<PAGE>
<TABLE>
<CAPTION>
INCOME PLUS PORTFOLIO
FINANCIAL HIGHLIGHTS
NET
REALIZED TOTAL
AND INCOME DIVIDENDS DISTRIBUTIONS DISTRIBUTIONS
NET ASSET NET UNREALIZED (LOSS) FROM FROM IN EXCESS OF
VALUE INVESTMENT GAIN (LOSS) FROM NET REALIZED NET NET REALIZED
YEAR OR PERIOD BEGINNING INCOME ON INVESTMENT INVESTMENT CAPITAL CAPITAL TOTAL
ENDED (1) OF PERIOD (LOSS) INVESTMENTS INCOME INCOME GAINS GAINS DISTRIBUTIONS
============== ============ ========== =========== ========== ========== ============= ============== ==============
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A
10/31/96 (2)
9/30/96
9/30/95 $9.75 $0.75 $0.71 $1.46 $(0.75) $(0.10) -- $(0.85)
9/30/94 $10.98 $0.76 $(1.10) $(0.34) $(0.75) $(0.14) -- $(0.89)
9/30/93 $10.55 $0.83 $0.46 $1.29 $(0.81) $(0.05) -- $(0.86)
9/30/92 (6) $10.04 $0.76 $0.64 $1.40 $(0.76) $(0.13) -- $(0.89)
11/30/91 $9.20 $0.98 $0.87 $1.85 $(0.98) $(0.03) -- $(1.01)
11/30/90 $9.99 $1.04 $(0.79) $0.25 $(1.04) -- -- $(1.04)
11/30/89 $9.89 $1.04 $0.10 $1.14 $(1.04) -- -- $(1.04)
11/30/88 $9.85 $1.04 $0.06 $1.10 $(1.04) $(0.02) -- $(1.06)
11/30/87 $10.94 $1.08 $(1.03) $0.05 $(1.08) $(0.06) -- $(1.14)
11/30/86 $10.28 $1.06 $0.73 $1.79 $(1.06) $(0.07) -- $(1.13)
CLASS B
10/31/96 (2)
9/30/96
CLASS C
10/31/96 (2)
9/30/96
9/30/95 $9.74 $0.69 $0.71 $1.40 $(0.69) $(0.10) -- $(0.79)
9/30/94 $10.98 $0.66 $(1.10) $(0.44) $(0.66) $(0.14) -- $(0.80)
</TABLE>
<TABLE>
<CAPTION>
RATIO OF
NET ASSET NET ASSETS RATIO OF EXPENSES TO AVERAGE NET INCOME PORTFOLIO
VALUE AT TOTAL AT END OF NET ASSETS (10) (LOSS) TO TURNOVER AVERAGE
YEAR OR PERIOD END OF RETURN PERIOD WITHOUT AVERAGE RATE COMMISSION
ENDED (1) PERIOD (9) (000'S) GROSS NET REIMBURSEMENT NET ASSETS (11) RATE (12)
=============== ========= ======== =========== ============================ ========== ========== ===========
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A
10/31/96 (2)
9/30/96
9/30/95 $10.36 15.85% $68,746 1.29% 1.26% -- 7.53% 25.07% --
9/30/94 $9.75 (3.28)% $63,995 1.33% -- -- 7.35% 48.12% --
9/30/93 $10.98 12.80% $72,401 1.33% -- -- 7.73% 54.51% --
9/30/92 $10.55 14.40% $54,647 1.17% -- -- 8.79% 91.01% --
11/30/91 $10.04 21.00% $47,334 1.15% -- 1.21% 10.20% 52.79% --
11/30/90 $9.20 2.50% $33,182 0.69% -- -- 11.12% 18.54% --
11/30/89 $9.99 12.10% $23,416 0.70% -- -- 10.59% 57.50% --
11/30/88 $9.89 11.50% $17,078 0.68% -- -- 10.55% 34.29% --
11/30/87 $9.85 0.30% $11,349 0.64% -- -- 10.82% 34.13% --
11/30/86 $10.94 17.90% $4,221 1.29% -- -- 9.93% 29.80% --
CLASS B
10/31/96 (2)
9/30/96
CLASS C
10/31/96 (2)
9/30/96
9/30/95 $10.35 15.08% $1,980 1.84% 1.81% -- 6.98% 25.07% --
9/30/94 $9.74 (4.55)% $2,112 3.52% -- -- 5.16% 48.12% --
</TABLE>
SEE NOTES TO FINANCIAL HIGHLIGHTS ON PAGE 30
24
<PAGE>
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 ^ 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 ^ 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.
25
<PAGE>
TAX-EXEMPT PORTFOLIO (Continued)
If rated securities held by the Portfolio are downgraded by a ratings agency,
the sub-adviser will consider the advisability of keeping these securities.
The Portfolio may also invest in floating and variable rate municipal
obligations or participation interests in such obligations. The interest on
these obligations or participations must be free from federal income tax, and
the credit quality must be equal to long-term bonds rated in the four highest
Moody's or S&P categories, or to short-term bonds rated in the two highest
Moody's or S&P categories.
Under certain conditions, the Portfolio may invest as much as 20% of its assets
in taxable securities. For example, the Portfolio may make such investments due
to market conditions, while temporarily holding funds in readiness for
tax-exempt investments, or to provide highly liquid securities to meet
anticipated share sales. Such investments may also be made when the sub-adviser
determines that a defensive position is required in anticipation of a decline in
the market value of portfolio securities. These temporary investments may
consist of the following fixed-income, short-term securities: (a) U.S.
government securities; (b) certificates of deposit issued by domestic banks with
assets of at least $1 billion and having deposits insured by the Federal Deposit
Insurance Corporation; (c) repurchase agreements with respect to government
securities; and (d) commercial paper rated P-1 by Moody's or A-1 by S&P.
A period of rising commercial interest rates may adversely affect the value of
the Portfolio and its net asset value per share. This may require rapid
portfolio turnover, with temporary investments in lower-yielding and taxable
instruments, to adjust the Portfolio to higher prevailing rates. Conversely,
portfolio values will tend to increase in periods of falling commercial rates.
Congress has periodically considered proposals to restrict or eliminate the
federal income tax exemption for interest on certain types of, or on all,
municipal obligations. Such legislation would affect the availability of
municipal obligations for investment and the value of the Portfolio's assets.
The Portfolio's income which is exempt from federal taxes is not generally
exempt from state and local income taxes.
SUB-ADVISER: AEGON USA Investment Management, Inc.
26
<PAGE>
TAX-EXEMPT PORTFOLIO
<TABLE>
<CAPTION>
SUMMARY OF EXPENSES CLASS OF SHARES
A B C
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as percentage of offering price) 4.75% None None
Redemption Fees (1) None None None
Deferred Sales Charge (as a percentage of original purchase price or redemption None 5.00% None
proceeds,whichever is lower) (2)
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
Management Fees 0.60% 0.60% 0.60%
12b-1 Service and Distribution Fees 0.35% 1.00% 0.60%
Other Expenses (net of expense reimbursements and/or fee waivers, if any) (3) % % %
----- ----- -----
Total Operating Expenses (net of expense reimbursements and/or fee waivers, if % % %
any) (3)
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
EXAMPLES
The tables below show the expenses you would pay on a $1000 investment over a
variety of time frames, assuming a 5% annual return. The first example assumes
redemption at the end of each period.
<S> <C> <C> <C> <C>
Share Class 1 Year 3 Years 5 Years 10 Years
- -----------
A
B
C
The next example assumes no redemption and, therefore, no deferred sales charge.
Share Class 1 Year 3 Years 5 Years 10 Years
- -----------
A
B
C
PLEASE SEE NOTES TO SUMMARY OF EXPENSES ON PAGE 29
</TABLE>
27
<PAGE>
<TABLE>
<CAPTION>
TAX-EXEMPT PORTFOLIO
FINANCIAL HIGHLIGHTS
NET
REALIZED TOTAL
AND INCOME DIVIDENDS DISTRIBUTIONS DISTRIBUTIONS
NET ASSET NET UNREALIZED (LOSS) FROM FROM IN EXCESS OF
VALUE INVESTMENT GAIN (LOSS) FROM NET REALIZED NET NET REALIZED
YEAR OR PERIOD BEGINNING INCOME ON INVESTMENT INVESTMENT CAPITAL CAPITAL TOTAL
ENDED (1) OF PERIOD (LOSS) INVESTMENTS INCOME INCOME GAINS GAINS DISTRIBUTIONS
============== ============ ========== =========== ========== ========== ============= ============== ==============
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A
10/31/96 (2)
9/30/96
9/30/95 $11.10 $0.55 $0.29 $0.84 $(0.56) $(0.04) -- $(0.60)
9/30/94 $12.07 $0.56 $(0.60) $(0.04) $(0.54) $(0.39) -- $(0.93)
9/30/93 $11.62 $0.56 $0.45 $1.01 $(0.54) $(0.02) -- $(0.56)
9/30/92 (7) $11.46 $0.54 $0.28 $0.82 $(0.54) $(0.12) -- $(0.66)
11/30/91 $11.27 $0.75 $0.26 $1.01 $(0.75) $(0.07) -- $(0.82)
11/30/90 $11.39 $0.78 $(0.12) $0.66 $(0.78) -- -- $(0.78)
11/30/89 $10.97 $0.78 $0.42 $1.20 $(0.78) -- -- $(0.78)
11/30/88 $10.44 $0.79 $0.53 $1.32 $(0.79) -- -- $(0.79)
11/30/87 $11.81 $0.77 $(1.37) $(0.60) $(0.77) -- -- $(0.77)
11/30/86 $10.56 $0.79 $1.42 $2.21 $(0.79) $(0.17) -- $(0.96)
CLASS B
10/31/96 (2)
9/30/96
CLASS C
10/31/96 (2)
9/30/96
9/30/95 $11.10 $0.52 $0.29 $0.81 $(0.53) $(0.04) -- $(0.57)
9/30/94 $12.07 $0.53 $(0.60) $(0.07) $(0.51) $(0.39) -- $(0.90)
</TABLE>
<TABLE>
<CAPTION>
RATIO OF
NET ASSET NET ASSETS RATIO OF EXPENSES TO AVERAGE NET INCOME PORTFOLIO
VALUE AT TOTAL AT END OF NET ASSETS (10) (LOSS) TO TURNOVER AVERAGE
YEAR OR PERIOD END OF RETURN PERIOD WITHOUT AVERAGE RATE COMMISSION
ENDED (1) PERIOD (9) (000'S) GROSS NET REIMBURSEMENT NET ASSETS (11) RATE (12)
=============== ========= ======== =========== ============================ ========== ========== ===========
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CLASS A
10/31/96 (2)
9/30/96
9/30/95 $11.34 7.75% $27,401 1.02% 1.00% 1.35% 4.83% 126.48% --
9/30/94 $11.10 (0.41)% $29,096 1.00% -- 1.30% 4.83% 59.84% --
9/30/93 $12.07 8.97% $30,717 1.00% -- 1.43% 4.83% 91.03% --
9/30/92 $11.62 7.20% $28,363 1.00% -- 1.20% 5.49% 106.89% --
11/30/91 $11.46 9.20% $28,242 0.95% -- 1.24% 6.67% 117.92% --
11/30/90 $11.27 6.00% $22,708 0.68% -- -- 6.92% 81.17% --
11/30/89 $11.39 11.20% $15,916 0.70% -- -- 6.98% 67.45% --
11/30/88 $10.97 12.90% $11,805 0.70% -- -- 7.28% 35.44% --
11/30/87 $10.44 (5.20)% $8,833 0.64% -- -- 7.16% 87.03% --
11/30/86 $11.81 21.40% $3,112 1.21% -- -- 6.89% 38.00% --
CLASS B
10/31/96 (2)
9/30/96
CLASS C
10/31/96 (2)
9/30/96
9/30/95 $11.34 7.48% $454 1.27% 1.25% 1.60% 4.58% 126.48% --
9/30/94 $11.10 (0.73)% $277 1.25% -- 20.88% 4.58% 59.84% --
SEE NOTES TO FINANCIAL HIGHLIGHTS ON PAGE 30
</TABLE>
28
<PAGE>
NOTES TO SUMMARY OF EXPENSES
(1) A $10 service fee is charged for each redemption transaction paid by Federal
funds bank wire, and a $20 service fee is charged for each check redemption sent
via overnight delivery.
(2) 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 12 months after
purchase.
(3) Other Expenses shown for the C.A.S.E., International Equity and Value Equity
Portfolios, and Class T shares of the Growth Portfolio, are based on estimates
for the current fiscal year. For the period ended October 31, 1997, annualized
Other Expenses for International Equity Class A, Class B and Class C, Value
Equity Class A, Class B and Class C and Growth Class T are expected to be_____%,
_____% and _____%, _____%, _____% and _____%, _____%, _____% and _____%, and
_____%, respectively, absent reimbursement. See Ratio of Expenses to Average Net
Assets in the Financial Highlights section, and Note 10 to the Notes to
Financial Highlights for further discussion of expenses.
(4) 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 Examples shown in the Summary of Expenses are to help you
understand the direct and indirect expenses an investor in each Portfolio may
bear. The Examples for Class B shares reflect conversion to Class A shares eight
years after purchase, and assume that the shareholder was the owner of shares on
the first day of the first year. For more information, see Investment Advisory
and Other Services and Shareholder Information and Instructions.
Long-term shareholders may pay more in 12b-1 fees than the economic equivalent
of the maximum sales charge permitted under the rules of the National
Association of Securities Dealers, Inc. ("NASD").
EXPENSES SHOWN IN THE EXAMPLES DO NOT REPRESENT ACTUAL PAST OR FUTURE EXPENSES.
ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN. THE ASSUMED 5% RETURN IS
HYPOTHETICAL, AND IS NOT A REPRESENTATION OR PREDICTION OF PAST OR FUTURE
RETURNS, WHICH MAY BE MORE OR LESS THAN 5%.
29
<PAGE>
NOTES TO FINANCIAL HIGHLIGHTS
(1) Commencement of operations for Growth Portfolio Class A, Global Portfolio
Class A, IDEX Total Income Trust (predecessor to Flexible Income Portfolio Class
A), AEGON USA Tax-Exempt Portfolio (predecessor to Tax-Exempt Portfolio Class A)
and AEGON USA High Yield Portfolio (predecessor to Income Plus Portfolio 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 Portfolios was October 1,
1993. Commencement of operations for Class A and Class C shares of Balanced,
Capital Appreciation, Aggressive Growth and Equity-Income Portfolios 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. Commencement of operations for Class A,
Class B and Class C shares of the International Equity and Value Equity
Portfolios was February 1, 1997.
(2) On October 1, 1996, the Fund changed its fiscal year end from September 30
to October 31.
(3) As of October 1, 1992, Growth Portfolio Class A and Flexible Income
Portfolio Class A discontinued the practice of equalization accounting.
(4) Prior to May 1, 1991, no 12b-1 fees were incurred by Growth Portfolio 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
Portfolio 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 Portfolio 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.
(5) 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 Portfolio acquired all of the assets and assumed
all of the liabilities of IDEX Total in exchange for Class A shares of Flexible
Income Portfolio. All historical financial information relates to IDEX Total
prior to the date it was reorganized into Flexible Income Portfolio.
(6) On August 7, 1992, AEGON High Yield Portfolio was reorganized into IDEX II
Income Plus Portfolio (formerly known as IDEX II High Yield Portfolio), which
had no prior operating history as of that date. Pursuant to the Agreement and
Plan of Reorganization and Liquidation, the Income Plus Portfolio acquired all
of the assets and assumed all the liabilities of AEGON High Yield Portfolio in
exchange for shares of Income Plus Portfolio. All historical financial
information prior to August 7, 1992 relates to AEGON High Yield Portfolio.
(7) On August 7, 1992, AEGON Tax-Exempt Portfolio was reorganized into IDEX II
Tax-Exempt Portfolio, which had no prior operating history as of that date.
Pursuant to the Agreement and Plan of Reorganization and Liquidation, the
Tax-Exempt Portfolio acquired all of the assets and assumed all of the
liabilities of AEGON Tax-Exempt Portfolio in exchange for shares of Tax-Exempt
Portfolio. All historical financial information prior to August 7, 1992 relates
to AEGON Tax-Exempt Portfolio.
(8) 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.
(9) 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.
(10) 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.
(11) 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
(12) 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 beginning October 1, 1995 and
forward to the extent that commissionable trades constitute more than 10% of the
average net assets for the period.
(13) The information shown for Class T shares is for the period from inception
(September 20, 1996) through the fiscal year ended September 30, 1996.
30
<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.
Performance is calculated separately for each class of shares.
You may also see a Portfolio's performance described in terms of "average annual
total return." This rate shows the hypothetical annual compounded return that
would have produced the same cumulative return if performance had been constant
over the entire period. Because average annual returns for more than one year
tend to smooth out variations in performance, such figures are not the same as
actual year-by-year results.
The SAI contains a more detailed description of the method used to calculate
average annual total return for each Portfolio.
YIELD
The current 30-day yield for a class of shares of the Flexible Income,
Tax-Exempt or Income Plus Portfolios 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 required by the NASD and SEC. 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, CDA/Wiesenberger Investment Technologies, 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 International Equity and Global Portfolios' 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.
31
<PAGE>
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, ^ eleven of the ^ thirteen 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 ^, C.A.S.E. and Value Equity Portfolios may invest up
to 25% of their individual assets, directly or indirectly, in foreign
securities.
/bullet/ The Global ^ and International Equity Portfolios 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
^ Each of the Portfolios, other than the Tax-Exempt and Income Plus 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 -- ^ for example, to
protect portfolio positions against market or currency swings, to gain market
exposure for accumulating and residual cash balances pending investment in
securities, to adjust a Portfolio's overall maturity duration, or to reduce the
risk inherent in the management of the Portfolio involved.
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 Value Equity, Equity-Income and Tactical Asset Allocation Portfolios do not
currently intend to purchase or sell any derivatives. However, they may do so in
the future.
The Flexible Income Portfolio may also write and purchase options on securities
to attempt to enhance income. Call options, which give the buyer the right to
"call away" a portfolio security at a designated price until a certain date,
must be "covered" -- that is, the Portfolio must own the securities required to
fulfill the contract.
The Income Plus Portfolio may purchase and sell contracts for the future
delivery of fixed-income securities at an established price, commonly called
"interest rate futures contracts." It does so only for the purpose of hedging
against anticipated interest rate changes that would adversely affect the value
of Portfolio securities. The Portfolio will maintain cash or cash equivalents
equal in value to the market value of futures contracts purchased (less related
margin deposits) to assure that its position is fully collateralized and that
its use of such contracts is minimally leveraged.
32
<PAGE>
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.
The Value Equity Portfolio does not currently intend to invest in these types of
securities, although it may do so in the future.
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 that invests primarily in equity securities may invest in
convertibles as a substitute for common stock. When investing in convertible
debt securities, each Portfolio will evaluate ^ them 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.
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WHEN-ISSUED, DELAYED DELIVERY AND FORWARD TRANSACTIONS
Each Portfolio, other than the Tax-Exempt and Tactical Asset Allocation
Portfolios, may buy securities on a when-issued or delayed delivery basis. They
may also enter into contracts to buy securities for a fixed price at a future
date beyond normal settlement time ("forward commitments"). The Tax-Exempt
Portfolio may purchase municipal bonds on a when-issued or delayed delivery
basis. The Portfolios bear the risk that the value of such securities may change
before delivery and the risk that the seller may not complete the transaction.
See Appendix B for more information. ^
ILLIQUID SECURITIES
^ Each of the Portfolios, other than the Tax-Exempt and Income Plus 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
their net assets in such securities.
Securities ^ may be considered illiquid if there is no readily available market
for them, or ^ if 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. To the extent such securities are determined to be
liquid, they will not be subject to the percentage limitations described above.
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 ^ and Value Equity
Portfolios, 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.
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.
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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.
^
DEBT SECURITIES
None of the Portfolios, other than the Value Equity, Equity-Income, 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, ^ the Income
Plus Portfolio may invest up to 50% of its assets, and each of the Value Equity
and Equity-Income Portfolios may invest up to 10% of its assets, in junk bonds,
or in the case of the Value Equity and Equity-Income Portfolios, in convertible
securities rated lower than investment grade. 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 ^ Tactical Asset Allocation ^ Portfolio 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.
OTHER INVESTMENT COMPANIES
Certain of the Portfolios may invest in securities issued by other investment
companies, within limits described in the SAI and in accordance with the 1940
Act. These limitations do not apply to investments by the International Equity
Portfolio in the GEI Short-Term Investment Fund, as described under How the
Portfolios Invest - Cash Positions and Debt Investing by Stock Portfolios. A
Portfolio may 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 such Portfolio.
The International Equity Portfolio may invest in investment funds which have
been authorized by the governments of certain countries specifically to permit
foreign investment in securities of companies listed and traded on the stock
exchanges in these countries.
BANK OBLIGATIONS
Subject to its investment policy, a Portfolio may invest up to 100% of its
assets in bank obligations such as CDs or time deposits. Certain characteristics
of the banking industry and the possible risks of such investments might be:
/bullet/ banks are subject to extensive governmental regulations which may limit
the amounts and types of loans and other financial commitments, as well
as interest rates and fees which may be charged;
/bullet/ profitability is largely dependent upon the availability and cost of
capital funds for the purpose of financing lending operations under
prevailing money market conditions; and
/bullet/ exposure to credit losses arising from possible financial difficulties
of borrowers might affect a bank's ability to meet its obligations.
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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. ^ With respect to 75% of its total
assets, a diversified investment company may not purchase the securities of any
one issuer (other than government securities), if immediately after and as a
result of such purchase, the value of the holdings of the securities of such
issuer exceeds 5% of the value of the Portfolio's total assets, or the Portfolio
owns more than 10% of the ^ outstanding voting securities of any one class of
securities of such issuer. The Capital Appreciation Portfolio is a
nondiversified investment company.
As a fundamental policy governing concentration, each of the Portfolios will not
invest more than 25% of assets in any one particular industry, other than U.S.
government securities.
The Capital Appreciation Portfolio reserves the right to become a diversified
investment company (as defined by the 1940 Act). Currently, however, its
policies are as follows:
With respect to 50% of its assets, the Capital Appreciation Portfolio will not
buy the securities of any one issuer (other than cash items and U.S. government
securities) if, as a result, the Portfolio
/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 a discussion of the individual Portfolios' diversification styles.
PORTFOLIO TURNOVER
Although it is the policy of ^ each Portfolio, other than the Tax-Exempt and
Income Plus 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 Value Equity Portfolio will not normally engage
in short-term trading, but reserves the right to do so.
The estimated annual portfolio turnover rate of the ^ Value Equity Portfolio is
expected to ^ average less than 50%. The estimated annual portfolio turnover
rate of the ^ International Equity Portfolio is expected to ^ range between 100%
and 200%.
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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 ^
the 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.
CASH POSITIONS AND DEBT INVESTING BY STOCK PORTFOLIOS
The ^ Portfolios may at times choose to hold some portion of their 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.
The International Equity Portfolio may also invest in the GEI Short-Term
Investment Fund (the "Investment Fund"), a private investment fund created
specifically to serve as a vehicle for the collective investment of cash
balances of the Portfolio and other accounts advised by GEIM or its affiliate,
General Electric Investment Corporation ("GEIC"). The Investment Fund invests
exclusively in the money market instruments described in (i) through (vii)
below. The Investment Fund is advised by GEIM. No advisory fee is charged by
GEIM to the Investment Fund, nor will a Portfolio incur, directly or indirectly,
any sales charge, redemption fee, distribution fee or service fee in connection
with its investments in the Investment Fund. The Portfolio may invest up to 25%
of its assets in the Investment Fund. The types of money market instruments in
which the International Equity Portfolio may invest directly or indirectly
through its investment in the Investment Fund are as follows: (i) securities
issued or guaranteed by the U.S. government or one of its agencies or
instrumentalities; (ii) debt obligations of banks, savings and loan
institutions, insurance companies and mortgage bankers; (iii) commercial paper
and notes, including those with variable and floating rates of interest; (iv)
debt obligations of foreign branches of U.S. banks, U.S. branches of foreign
banks and foreign branches of foreign banks; (v) debt obligations issued or
guaranteed by one or more foreign governments or any of their political
subdivisions, agencies or instrumentalities, including obligations of
supranational entities; (vi) debt securities issued by foreign issuers; and
(vii) repurchase agreements. The Investment Fund is not registered with the SEC
as an investment company.
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, other than the Aggressive Growth Portfolio, may borrow money
from banks for temporary or emergency purposes. The amount borrowed shall not
exceed 25% of total assets for the ^ Capital Appreciation, Global, Growth,
C.A.S.E., Equity-Income, Tactical Asset Allocation ^, Balanced and Flexible
Income Portfolios, ^ 33 1/3% of total assets for the International Equity,
Income Plus and Tax-Exempt ^ Portfolios, and 10% of total assets for the Value
Equity Portfolio.
To secure borrowings, a Portfolio may not mortgage or pledge its securities in
amounts that exceed 15% of its net assets for the ^ International Equity,
Capital Appreciation, Global, Growth, C.A.S.E., Equity-Income, Tactical Asset
Allocation ^, Balanced and Flexible Income Portfolios, and 10% of net assets for
the Value Equity, Income Plus and Tax-Exempt ^ Portfolios.
The Tactical Asset Allocation Portfolio does not currently intend to borrow.
The ^ Capital Appreciation, Global, ^ Growth, Balanced and ^ Flexible Income
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")^, provided that Janus Capital obtains permission to do so from
the SEC. There is no assurance that such permission will be granted.
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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 ^ PORTFOLIO SECURITIES
Each of the Portfolios other than the Tax-Exempt and Income Plus Portfolios may
lend securities to broker-dealers and financial institutions to realize
additional income. As a fundamental policy, these Portfolios (except for the
Aggressive Growth Portfolio) will not lend securities or other assets if, as a
result, more than 25% (or 30% in the case of the International Equity Portfolio)
of total assets would be lent to other parties. In practice, at this time, none
of these Portfolios ^ intends to lend securities or make any other loans valued
at more than 5% of total assets.
As a fundamental policy, the Aggressive Growth Portfolio may not make loans to
others, except through buying qualified debt obligations, lending portfolio
securities or entering into repurchase agreements. The Aggressive Growth
Portfolio will not lend securities or other assets if, as a result, more than
20% of its total assets would be 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 ^ each
Portfolio, other than the Income Plus and Tax-Exempt 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.
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CHANGES IN INVESTMENT POLICIES AND RULES
Each Portfolio is subject to investment restrictions, certain of which are
fundamental policies of that Portfolio. As such, they may not be changed without
shareholder approval. Non-fundamental investment restrictions and operating
policies may be changed by the Board of Trustees without shareholder approval.
The investment restrictions of each Portfolio are described in the SAI.
NEW INVESTMENT INSTRUMENTS
The sub-advisers reserve the right to evaluate new financial instruments as they
are developed and become actively traded. Subject to any applicable investment
restriction, a Portfolio may invest in any such investment products that its
manager believes will further the Portfolio's investment objective.
ADDITIONAL RISK FACTORS
All investments involve risks. Some securities and some investment practices
involve taking special or additional risks. This section describes a number of
those risk factors.
FOREIGN SECURITIES
Investments in foreign securities involve risks that are different in some
respects from investments in securities of U.S. issuers. These risks include:
CURRENCY VALUE. Changes in currency exchange rates may affect the value of
foreign securities and the value of their dividend or interest payments and,
therefore, a Portfolio's share price and returns. Currency exchange rates are
affected by numerous factors, including relative interest rates, balances of
trade, levels of foreign investment and manipulation by central banks. The
foreign currency market is essentially unregulated and can be subject to
speculative trading. From time to time, many countries impose exchange controls
which limit or prohibit trading in certain currencies.
CURRENCY TRADING COSTS. ADRs do not involve the same direct currency and
liquidity risks as securities denominated in foreign currencies. However, the
value of the currency in which the foreign security represented by the ADR is
denominated may affect the value of the ADR.
To the extent that a Portfolio invests in foreign securities denominated in
foreign currencies, its share price reflects the price movements both of its
securities and of the currencies in which they are denominated. The share price
of a Portfolio that invests in both U.S. and foreign securities may have a low
correlation with movements in the U.S. markets. If most of the securities in a
Portfolio are denominated in foreign currencies or depend on the value of
foreign currencies, the relative strength of the U.S. dollar against those
foreign currencies may be an important factor in that Portfolio's performance. 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.
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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 or exposed, for U.S. dollars ("proxy hedge"). Or it may enter into a
forward contract to sell the currency in which the security is denominated for a
second currency that is expected to perform better relative to a given currency,
if the portfolio manager believes there is a reasonable degree of correlation
between movements in the two currencies ("cross-hedge").
As an operating policy, a Portfolio will not commit more than 10% of its assets
to the consummation of cross-hedge contracts, and will either cover such
transactions with liquid portfolio securities denominated in the applicable
currency or segregate ^ 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.
40
<PAGE>
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.
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.
^ CAPITAL APPRECIATION, GLOBAL, ^ GROWTH, BALANCED AND ^ FLEXIBLE INCOME
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 ^
Capital Appreciation, Global, Growth, Balanced and Flexible Income (and its
predecessor, IDEX Total Income Trust)^ 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.
41
<PAGE>
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.
ADVISORY FEE REIMBURSEMENT
IMI will reimburse ^ each of these Portfolios 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 ^ 1.50% of that Portfolio's average daily net assets.
^AGGRESSIVE GROWTH, INTERNATIONAL EQUITY, C.A.S.E., VALUE EQUITY,
EQUITY-INCOME, TACTICAL ASSET ALLOCATION ^, INCOME PLUS AND TAX-EXEMPT
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 ^ IDEX Series Fund Aggressive Growth, International
Equity, C.A.S.E., Value Equity, Equity-Income, Tactical Asset Allocation ^,
Income Plus and Tax-Exempt Portfolios since the inception of each Portfolio. 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 ^ 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, ^
1996 by the Value Equity and International Equity Portfolios since those
Portfolios had not yet begun operations as of that date.
ADVISORY FEE REIMBURSEMENT
^ 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 ^ following percentages of each Portfolio's average daily net assets:
Tax-Exempt Portfolio, ^ 0.65%; Income Plus Portfolio, 1.25%; Aggressive Growth
^, Equity-Income ^, ^ Tactical Asset Allocation and C.A.S.E. Portfolios, ^
1.50%; Value Equity Portfolio, 1.15% for the first nine months of the
Portfolio's operations, and 1.50% thereafter; and International Equity
Portfolio, 1.35% for the first nine months of the Portfolio's operations and
1.50% thereafter.
No expenses were paid for the fiscal year ended September 30, ^ 1996 by the
Value Equity and International Equity Portfolios, since those Portfolios had not
yet begun operations as of that date.
42
<PAGE>
<TABLE>
<CAPTION>
ACTUAL ADVISORY FEE RATIOS FOR TOTAL ACTUAL EXPENSE RATIOS FOR THE FISCAL
THE FISCAL YEAR ENDED YEAR ENDED SEPTEMBER 30, ^ 1996, INCLUDING
SEPTEMBER 30, ^ 1996 THE INVESTMENT ADVISORY FEE.
PERCENTAGE OF AVERAGE PERCENTAGE OF AVERAGE
DAILY NET ASSETS DAILY NET ASSETS
<S> <C> <C> <C> <C> <C>
CLASS A CLASS B CLASS C
Capital Appreciation Capital Appreciation
Global Global
Growth Growth
Balanced Balanced
Flexible Income Flexible Income
*Net of fees waived by IMI *Net of fees waived by IMI
</TABLE>
<TABLE>
<CAPTION>
ADVISORY FEE SCHEDULE
CAPITAL FLEXIBLE
AVERAGE DAILY NET ASSETS APPRECIATION GLOBAL GROWTH BALANCED INCOME
<S> <C> <C> <C> <C> <C>
First $750 million 1.00% 1.00% 1.00% 1.00%
the next $250 million 0.90% 0.90% 0.90% 0.90%
over $1 billion 0.85% 0.85% 0.85% 0.85%
First $100 million 0.90%
the next $150 million 0.80%
over $250 million 0.70%
</TABLE>
<TABLE>
<CAPTION>
ACTUAL ADVISORY FEE RATIOS FOR TOTAL ACTUAL EXPENSE RATIOS FOR THE FISCAL
THE FISCAL YEAR ENDED YEAR ENDED SEPTEMBER 30, ^ 1996, INCLUDING
SEPTEMBER 30, ^ 1996 THE INVESTMENT ADVISORY FEE.
PERCENTAGE OF AVERAGE PERCENTAGE OF AVERAGE
DAILY NET ASSETS DAILY NET ASSETS
<S> <C> <C> <C> <C> <C>
CLASS A CLASS B CLASS C
Aggressive Growth Aggressive Growth
C.A.S.E. C.A.S.E.
Equity-Income Equity-Income
Tactical Asset Allocation Tactical Asset Allocation
Income Plus Income Plus
Tax-Exempt ^ Tax-Exempt
^*Net of fees waived by ISI *Net of fees waived by ISI
^
</TABLE>
<TABLE>
<CAPTION>
ADVISORY FEE SCHEDULE
TACTICAL
^AGGRESSIVE INTERNATIONAL VALUE EQUITY- ASSET INCOME TAX-
AVERAGE DAILY NET ASSETS GROWTH EQUITY C.A.S.E. EQUITY INCOME ALLOCATION PLUS EXEMPT ^
<S> <C> <C> <C> <C> <C> <C> <C> <C>
First $750 million ^ 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 0.60% 0.60%
the next $250 million ^ 0.90% 0.90% 0.90% 0.90% 0.90% 0.90% 0.60% 0.60%
over $1 billion ^ 0.85% 0.85% 0.85% 0.85% 0.85% 0.85% 0.60% 0.60%
</TABLE>
43
<PAGE>
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 ^ Capital Appreciation, Global, ^ Growth,
Balanced and ^ Flexible Income Portfolios, owns the remaining 50% of the
outstanding shares of IMI. Kansas City Southern Industries, Inc., a publicly
owned holding company whose primary subsidiaries are engaged in transportation
and financial services, owns approximately 83% of Janus Capital.
SUB-ADVISERS
Janus Capital, AEGON USA Investment Management, Inc. ("AEGON Management"), Fred
Alger Management, Inc. ("Alger Management"), Luther King Capital Management
Corporation ("Luther King"), Dean Investment Associates ("Dean Investment") ^,
C.A.S.E. Management, Inc. ("C.A.S.E."), NWQ Investment Management Company, Inc.
("NWQ"), Scottish Equitable Investment Management Limited ("Scottish Equitable")
and GEIM, 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."
^ 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 December 31, 1996, Alger
Management had approximately $_____ 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 broker/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.
44
<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.
INTERNATIONAL EQUITY PORTFOLIO
Scottish Equitable, Edinburgh Park, Edinburgh EH12 9SE, Scotland, a wholly-owned
subsidiary of Scottish Equitable plc and an indirect wholly-owned subsidiary of
AEGON nv, serves as an investment sub-adviser to the International Equity
Portfolio. Scottish Equitable plc is successor to Scottish Equitable Life
Assurance Society, which was founded in Edinburgh in 1831. As of December 31,
1996, Scottish Equitable plc had approximately $_____ billion in assets under
management. Scottish Equitable currently provides investment advisory and
management services to certain of its affiliates, including Scottish Equitable
plc, and to other external organizations.
GEIM, 3003 Summer Street, Stamford, Connecticut 06905, a wholly-owned subsidiary
of General Electric Company, also serves as an investment sub-adviser to the
International Equity Portfolio. GEIM's principal officers and directors serve in
similar capacities with respect to GEIC, also a wholly-owned subsidiary of
General Electric Company. GEIC serves as investment adviser to various GE
pension and benefit plans and certain employee mutual funds. GEIC and GEIM (and
their predecessors) together have approximately 70 years of investment
management experience, and have managed mutual funds since 1935. Together, as of
December 31 1996, GEIM and GEIC managed assets in excess of $_____ billion.
GEIM and Scottish Equitable also serve as the investment sub-advisers to the WRL
Series Fund, Inc. International Equity Portfolio; and GEIM serves as the
investment sub-adviser to the WRL Series Fund, Inc. U.S. Equity Portfolio.
Scottish Equitable and GEIM provide ISI with investment advice and
recommendations for the International Equity Portfolio consistent with that
Portfolio's investment objective, policies and restrictions, and supervise 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, Scottish
Equitable and GEIM may consider research and other services furnished to them
and may place portfolio transactions with broker-dealers that are affiliated
with ISI, Scottish Equitable or GEIM. It is anticipated that PaineWebber, an
affiliate of GEIM, may serve as a broker to the Portfolio's transactions and
retain commissions in accordance with certain regulations of the SEC. In placing
portfolio business with all broker/dealers, Scottish Equitable and GEIM seek the
best execution of each transaction, and all brokerage placement must be
consistent with the Rules of Fair Practice of the NASD.
While Scottish Equitable and GEIM provide portfolio management services, ISI
retains responsibility for the performance of such functions. For their
services, Scottish Equitable and GEIM each will receive 45% of the fees received
by ISI with respect to the amount of Portfolio assets managed by each
sub-adviser under the International Equity Portfolio's Advisory Agreement, and,
until at least January 31, 1998, less 45% of any amount reimbursed to the
Portfolio or waived by ISI pursuant to that Portfolio's expense limitation, with
respect to the amount of assets managed by each sub-adviser.
PORTFOLIO MANAGERS:
James Aird serves as the Scottish Equitable Investment Manager for the
International Equity Portfolio. Mr. Aird joined Scottish Equitable in 1981 and
has served both as a portfolio manager and investment analyst. Mr. Aird has the
responsibility for Scottish Equitable's investment services in the U.S. and
Europe. Mr. Aird joined Scottish Equitable directly from the University of
Edinburgh where he earned a BSc in Economics. He is also an associate of the
Institute of Investment Management and Research.
Ralph R. Layman serves as the GEIM Portfolio Manager for the International
Equity Portfolio. Mr. Layman has more than 17 years of investment experience and
has held positions with GEIM since 1991. From 1989 to 1991, Mr. Layman served as
Executive Vice President, Partner and Portfolio Manager of Northern Capital
Management, and prior thereto, served as Vice President and Portfolio Manager of
Templeton Investment Counsel. Mr. Layman is currently an Executive Vice
President of GEIM.
45
<PAGE>
CAPITAL APPRECIATION, GLOBAL, GROWTH, BALANCED AND FLEXIBLE INCOME 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 ^
broker/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 ^ IDEX Fund and IDEX Fund 3 prior to their
reorganization into the Growth Portfolio Class T shares. 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.
^ VALUE EQUITY PORTFOLIO
^ NWQ, 655 South Hope Street, 11th Floor, Los Angeles, CA 90017, serves as the
investment sub-adviser to ^ the Value Equity Portfolio. NWQ was founded in 1982
and is a wholly-owned subsidiary of United Asset Management Corporation^. NWQ
provides investment management services to institutions and high net worth
individuals. As of September 30, 1996, NWQ had over $6.2 billion in assets under
management. NWQ has served as the investment ^ sub-adviser to ^ the WRL Series
Fund, Inc. ^ Value Equity Portfolio since its inception.
NWQ provides ISI with investment advice and recommendations for the Value Equity
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, NWQ may consider research and other services furnished to it. In
placing portfolio business with all broker/dealers, NWQ seeks the best execution
of each transaction, and all brokerage placement must be consistent with the
Rules of Fair Practice of the NASD.
46
<PAGE>
While NWQ provides portfolio management services, ISI retains responsibility for
the performance of such functions. For its services, NWQ receives 40% of the
fees received by ISI under the Value Equity 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:
An investment policy committee is responsible for the day-to-day management of
the Value Equity Portfolio's investments. David A. Polak, CFA, Edward C.
Friedel, CFA, James H. Galbreath, CFA, Phyllis G. Thomas, CFA and Jon D. Bosse,
CFA, constitute the committee.
Edward C. Friedel serves as Senior Portfolio Manager for the Value Equity
Portfolio. Mr. Friedel has been a managing director and investment
strategist/portfolio manager of NWQ since 1983. From 1971 to 1983, Mr. Friedel
was a portfolio manager for Beneficial Standard Investment Management.
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 ^ broker/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.
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 ^ broker/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.
47
<PAGE>
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 ^ $_____ billion in assets under management as of ^ December 31,
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 ^ broker/dealers, Dean Investment seeks the best execution of each
transaction, and all brokerage placement must be consistent with the Rules of
Fair Practice of the NASD.
While Dean Investment provides portfolio management services, ISI retains
responsibility for the performance of such functions. For its services, Dean
Investment receives 40% of the fees received by ISI under the Tactical Asset
Allocation Portfolio's Advisory Agreement, less 40% of any amount reimbursed to
that Portfolio or waived by ISI pursuant to that Portfolio's expense limitation.
PORTFOLIO MANAGERS:
John C. Riazzi, CFA, is the Senior Portfolio Manager of the Tactical Asset
Allocation Portfolio. Mr. Riazzi joined Dean Investment in March of 1989. Before
being promoted to Vice President and Director of Consulting Services, Mr. Riazzi
was responsible for client servicing, portfolio execution and trading
operations. Mr. Riazzi has been a member of the Central Investment Committee of
Dean Investment and a Senior Institutional Portfolio Manager for the past 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.
^ INCOME PLUS AND TAX-EXEMPT 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 ^ broker/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'
48
<PAGE>
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 ^.
ADMINISTRATOR
IMI has entered into separate Administrative Services Agreements
("Administrative Agreements") pursuant to which ISI serves as administrator to
the Growth, Global, Flexible Income, Balanced and Capital Appreciation
Portfolios.
Under these Administrative Agreements, ISI provides all services required to
carry on the general administrative and corporate affairs of these Portfolios.
These services include furnishing all executive and managerial personnel, office
space and equipment, arrangements for and supervision of all shareholder
services, federal and state regulatory compliance, and responsibility for
accounting and record keeping.
For its services under an Administrative Agreement, ISI receives 50% of the fees
received by IMI under the corresponding Advisory Agreement. Under certain
circumstances, the amounts payable to ISI under an Administrative Agreement will
be reduced by any additional compensation payable by IMI to Janus Capital, as
described in the SAI.
DISTRIBUTOR AND DISTRIBUTION AND SERVICE PLANS
UNDERWRITING AGREEMENTS
The Fund has entered into an Underwriting Agreement with ISI pursuant to which
ISI serves as principal underwriter and performs services and bears expenses
relating to the offering of Fund shares for sale to the public.
ISI 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
49
<PAGE>
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.
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, 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. At that time, 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.
^
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.
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<PAGE>
/bullet/ 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.
The Fund does not expect that there will be any conflicts between the interests
of holders of the different classes of shares of the same Portfolio because of
the class structure. The Board of Trustees will consider, if necessary, whether
any such conflict exists; if it does, the Board will take appropriate action to
resolve it. ^
PERSONAL SECURITIES TRADING
The Fund permits "Access Persons" as defined by Rule 17j-1 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 ("IFTC"), 127 West 10th Street, Kansas City,
Missouri 64105, is custodian of the Fund's assets and serves as custodian for
qualified retirement plans and individual retirement plan accounts investing in
the Fund. However, all correspondence about a shareholder's account should be
sent to IDEX.
SHAREHOLDER INQUIRIES
Inquiries by shareholders about a Portfolio or ^ 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.
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<PAGE>
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 ^ several 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. The
Tax-Exempt Portfolio pays exempt interest dividends that are generally exempt
from Federal income tax.
NOTE: A Portfolio may also realize capital losses.
^ Ordinarily, the Portfolios distribute income and capital gains annually,
except that the Equity-Income, Tactical Asset Allocation and Balanced Portfolios
distribute income quarterly, and the Flexible Income, Income Plus and Tax-Exempt
Portfolios distribute income monthly. Dividend transactions are confirmed
quarterly. Capital gain distributions realized during each fiscal year 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.
Dividends and other distributions paid by a Portfolio with respect to its Class
A, Class B, ^ Class C ^ and ^ 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
^ payable to the shareholder of record and ^ mailed to the address of record.
You may request a different payee or address on the New Account Application. To
^ change your current dividend procedures on an existing account, send a
signature guaranteed request to IDEX.
Any checks which cannot be delivered and are returned to IDEX will be reinvested
in full or fractional shares in your account at the net asset value next
computed after the check has been received by IDEX. To reduce costs to a
Portfolio, checks outstanding and uncashed for over 180 days may ^ have payments
stopped and be 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.
^
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.
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<PAGE>
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 the tax
treatment 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 FEDERAL INCOME 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 ^, 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
^ cost or 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 ^ it may assist you in determining the gain or loss on your
share sales.
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
cost basis 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 ^ gain or loss on
the sale of Portfolio shares.
INCOME TAX OWED ON INCOME DISTRIBUTIONS. Ordinary income distributions from all
Portfolios, whether received in cash or reinvested, are subject to ordinary
income tax rates. See the Tax-Exempt Portfolio - Special Considerations, below.
INCOME TAX OWED ON CAPITAL GAIN DISTRIBUTIONS. As explained above, the
Portfolios generally distribute net realized capital gains, to the extent
available, to shareholders once a year. These capital gains distributions,
whether paid in cash or reinvested, are subject to the maximum Federal 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.
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<PAGE>
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.
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.
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<PAGE>
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. ^ Eastern Time, or contact your representative.
HOW TO BUY SHARES
1. OPEN AN ACCOUNT
^ Complete 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 ^ may be closed.
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, or
contact your financial adviser. 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^:
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 ^ dollar amount on a
regular basis, and have that amount deducted from a bank account on any day
between the 3rd and 28th day of each month. Your ^ money will be transferred via
ACH^, an electronic banking process. To establish, change or discontinue an ^
Automatic Investment Plan, call or write IDEX Customer Service for instructions.
/bullet/ By telephone:
Telephone ^ purchase privileges may be established by writing IDEX ^, 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 to
IDEX via ACH. See also Other Information, Telephone Transactions.
/bullet/ Through authorized dealers^:
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<PAGE>
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 ^ will not accept initial purchases for less than $500 worth of shares
(including the sales charge in the case of Class A ^ or Class T shares) per
Portfolio account; however, purchases through plans for regular investment, like
the ^ Automatic Investment Plan described above, do not require a minimum
initial investment. ^ Investments made after the initial purchase must be at
least $50 per Portfolio account.
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 ^ accepts your purchase order. Therefore, the Fund must receive your
payment within that time. The Fund may charge a $15 fee (through a redemption of
shares) when a check, pre-authorized draft or an electronic transfer through ACH
is returned or rejected by the paying bank because of insufficient or
uncollected funds, or because of a stop payment order.
PER-SHARE PUBLIC OFFERING PRICE AND NET ASSET VALUE
Public offering price and net asset value ("NAV") per share ^ 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.
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 ^ under the supervision of the Board of Trustees. The different expenses ^
incurred 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^.
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<PAGE>
/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^.
/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.
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 ^ purchased 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.
57
<PAGE>
^
/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/or Class T shares ^. 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 ^ be
eligible for qualified 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, ^ ISI, ^
Alger Management, Scottish Equitable, GEIM, Janus Capital, C.A.S.E.,
NWQ, Luther King, Dean Investment, ^ AEGON Management, 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 family members of the ^ foregoing persons^.
/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.
58
<PAGE>
<TABLE>
<CAPTION>
CLASS A SHARE QUANTITY DISCOUNTS
AGGRESSIVE GROWTH PORTFOLIO
CAPITAL APPRECIATION PORTFOLIO
INTERNATIONAL EQUITY PORTFOLIO
GLOBAL PORTFOLIO
GROWTH PORTFOLIO
VALUE EQUITY 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%
* This amount is not a charge incurred by shareholders. ISI, at its own
expense, may make the following payments in accordance with its procedures
as may be in effect from time to time: 1.00% of the net asset value of
shares sold in amounts of $1,000,000 but less than $2,500,000; .75% of the
net asset value of shares sold in amounts of $2,500,000 but less than
$4,000,000; .50% of the net asset value of shares sold in amounts of
$4,000,000 but less than $5,000,000; and .25% of the net asset value of
shares sold in amounts of $5,000,000 or more. The privilege of purchasing
Class A shares at net asset value in amounts of $1,000,000 or more is not
available if another net asset value purchase privilege is also applicable.
NOTE: If you redeem Class A shares on which no up-front sales charge was imposed
because you invested $1 million or more during the first 12 months after buying
them, you will pay a deferred sales charge equal to 1%. You do not pay any
deferred sales charge when you redeem any Class A shares if you paid an up-front
sales charge on those shares, regardless of how long you have owned them.
</TABLE>
<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%
* This amount is not a charge incurred by shareholders. ISI, at its own
expense, may make the following payments in accordance with its procedures
as may be in effect from time to time: .50% of the net asset value of
shares sold in amounts of $1,000,000 but less than $2,500,000; .35% of the
net asset value of shares sold in amounts of $2,500,000 but less than
$4,000,000; .20% of the net asset value of shares sold in amounts of
$4,000,000 but less than $5,000,000; and .15% of the net asset value of
shares sold in amounts of $5,000,000 or more. The privilege of purchasing
Class A shares at net asset value in amounts of $1,000,000 or more is not
available if another net asset value purchase privilege is also applicable.
NOTE: If you redeem Class A shares on which no up-front sales charge was imposed
because you invested $1 million or more during the first 12 months after buying
them, you will pay a deferred sales charge equal to 1%. You do not pay any
deferred sales charge when you redeem any Class A shares if you paid an up-front
sales charge on those shares, regardless of how long you have owned them.
</TABLE>
59
<PAGE>
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/ ^ Dividends and capital gains, either in cash or reinvested shares, are
not subject to the sales charge^.
/bullet/ No sales charge is imposed on any increase in value of your shares^.
^
/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.
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^.
/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.
60
<PAGE>
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
Aggressive Growth Portfolio, ^ International Equity Portfolio, ^ Capital
Appreciation Portfolio, ^ Global Portfolio, C.A.S.E. Portfolio, Value Equity
Portfolio, Equity-Income Portfolio, Tactical Asset Allocation Portfolio, ^
Balanced 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, Income Plus Portfolio, Tax-Exempt ^ 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.
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
61
<PAGE>
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 above 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^.
/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 through 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, ^ ISI, ^
Alger Management, Scottish Equitable, GEIM, Janus Capital, C.A.S.E.,
NWQ, Luther King, Dean Investment, ^ AEGON Management, 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 family members of the ^ foregoing persons^.
/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.
62
<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> <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% 3.09%
$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%
* 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.
NOTE: If you redeem Class T 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% unless they were
purchased through a qualified retirement plan. You do not pay any deferred sales
charge when you redeem any Class T shares if you paid an up-front sales charge
on those shares, regardless of how long you have owned them.
</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.
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<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
* 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.
*** 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, unless the shares were purchased through a qualified retirement
plan.
</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.
Your transaction will be processed at the NAV on the day your redemption request
is received. IDEX will normally pay you for your shares within three days of
receiving a valid redemption request. However, ^ shares purchased by check or
ACH are not considered part of your collected/available balance for 15 days;
therefore, the Fund may not send payment of such redemption proceeds for up to
15 days from the purchase date to allow for sufficient clearing time.
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 ^ than 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.
64
<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
written redemptions of shares held in the name of a corporation, a partnership,
trust or fiduciary.
SIGNATURE GUARANTEES. For your protection, a signature ^ guaranteed written
request will be required for the following transactions:
/bullet/ redemption requests larger than $100,000 ^.
/bullet/ redemption requests of any size made in an account where the ^ address
has been changed ^ within the ^ past 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^.
/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 ^.
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 ^ request a phone redemption.
Telephone redemption with payment by check is not allowed in the following
situations:
/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 ^ over $50,000 ^.
/bullet/ In accounts where the ^ address has been changed within the past 10
days.
If the account is held in more than one name, IDEX may accept the telephone sale
order of any one account holder. IDEX will employ reasonable procedures to
confirm that all telephone instructions are genuine. Your registered
representative may redeem shares on your behalf by telephone unless you have
declined ^ the telephone redemption privilege on your New Account Application.
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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
^ $10 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 ^ 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 ^ to obtain the forms ^. To ^ establish an SWP, you must:
/bullet/ Have an account worth at least $10,000 ^(unless this is an IRA
account).
/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 by direct deposit via ACH to your bank account or by
check to your address of record.
Withdrawals paid by direct deposit can be made on any day you select between the
3rd and 28th of the month; withdrawals paid by check are available only on a
fixed date each month, which is normally ^ seven to ten days before the first of
the month^. 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 ^
can not normally 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 be
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.
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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 check accompanied by 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. ^
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 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 ^ requested by telephone or in writing. Call or write IDEX
Customer Service.
You may exchange all the shares in one account for shares in another account.
All special account features present in the old account, such as Automatic
Investment Plan, Letter of Intention, or Systematic Withdrawal/Exchange Plan,
will be transferred to the new account, unless IDEX is otherwise instructed.
You may exchange part of the shares in one account and open a new account for
new shares in another fund or portfolio. In partial exchanges, all special
account features except Automatic Investment Plan and Systematic
Withdrawal/Exchange Plan will be transferred to the new account, unless IDEX is
otherwise instructed.
Before making an exchange into a Fund or Portfolio which is new to you, read the
Prospectus carefully. Obtain Prospectuses by calling or writing IDEX Customer
Service.
The Fund reserves the right to limit exchanges or modify or terminate the
exchange privilege at any time.
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<PAGE>
TELEPHONE EXCHANGES. Call IDEX Customer Service at (800) 851-9777 to ^ request a
telephone exchange. New shares acquired by ^ telephone exchange must be
registered in exactly the same name as the shares sold by ^ telephone exchange.
See Other Information --Telephone Transactions for more information.
SYSTEMATIC EXCHANGES. You may choose, either on your New Account Application, or
by calling or 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. ^
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 ^ applied to 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 calling or writing ^ 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. ^ A $10 semi-annual fee will be charged on accounts
with balances below $500. Accounts with balances less than $250 will be
liquidated (deducting any applicable sales charge for Class B shares), and a
check will be mailed to the address of record.
^ No fees will be charged on accounts opened within the preceding 24 months,
accounts with an active monthly Automatic Investment Plan ($50 minimum per
account) or accounts owned by individuals whose multiple accounts with the same
social security number have a combined balance totalling $10,000 or more.
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<PAGE>
Before a minimum account fee is assessed or an account is liquidated,
shareholders will be given 60 days notice and will have the opportunity to
increase the account balance to at least $500 or to start a monthly Automatic
Investment Plan.
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.
^ Retirement plans require a different application. Please do not try to open a
retirement plan with the application in this Prospectus. ^ Call or write IDEX
Customer Service to obtain the application.
Retirement plan accounts naming IFTC as custodian are ordinarily charged a ^ $15
per year maintenance fee, with a maximum of ^ $30 per year per taxpayer ID
number. However, if ^ combined retirement account balances per taxpayer ID
number, under IFTC as custodian, 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 ^ account ^ transactions, 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 all your financial
transactions for the period indicated, including 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 ^ as your account ^ is registered.
/bullet/ Certificates are not issued for retirements plan accounts with IFTC as
custodian.
If you want certificates representing your shares, you may call or write ^ IDEX
to request them. You may return share certificates to IDEX for re-deposit at any
time. Notify IDEX immediately if your certificates are lost or stolen. There may
be a charge for cancelling and replacing lost or stolen share certificates. ^
Remember that if you ask for a certificate for your shares, you will not be able
to redeem or exchange your shares by telephone. ^ You will have to send your
share certificate to ^ IDEX in order to redeem or exchange those shares.
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<PAGE>
APPENDIX A
BRIEF EXPLANATION OF RATING CATEGORIES
BOND RATING EXPLANATION
STANDARD & POOR'S AAA Highest rating; extremely strong capacity to
CORPORATION 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
CCC, CC, C issuer's capacity to meet required interest
and principal payments. BB - lowest degree of
speculation; C - 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 Aaa Highest quality, smallest degree of
SERVICE, INC. investment risk.
Aa
High quality; together with Aaa bonds,
they compose the high-grade bond group.
A Upper-medium grade obligations; many
favorable investment attributes.
Baa Medium-grade obligations; neither highly
protected nor poorly secured. Interest and
principal appear adequate for the
present but certain protective elements
may be lacking or may be unreliable over any
great length of time.
Ba More uncertain, with speculative elements.
Protection of interest and principal payments
not well safeguarded during good and bad
times.
B Lack characteristics of desirable investment;
potentiallylow 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
defalut or have other marked shortcomings.
C Lowest-rated; extremely poor aspects of ever
attaining investment standing.
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SECURITIES HOLDINGS BY RATING CATEGORY
During the period ended ^ October 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
^ AA
^ A
^ BBB
^ BB
^ B
^ CCC
^ CC
^ C/NR
^ Preferred Stock/NR
^ Cash, Equivalents and Assets
Less Liabilities
^ Total
^
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 ^ non-investment
grade securities, for the period ended ^ October 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.
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<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.
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<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.
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<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 INTERNATIONAL EQUITY PORTFOLIO
IDEX CAPITAL APPRECIATION PORTFOLIO
IDEX GLOBAL PORTFOLIO
IDEX GROWTH PORTFOLIO
IDEX C.A.S.E. PORTFOLIO
IDEX VALUE EQUITY 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
^ FEBRUARY 1, 1997
IDEX SERIES FUND
(FORMERLY IDEX II SERIES FUND)
201 Highland Avenue
Largo, Florida 33770-2957
Customer Service (800) 851-9777
IDEX Aggressive Growth ^, International Equity, Capital Appreciation ^,
Global, Growth, C.A.S.E., Value Equity, Equity-Income, Tactical Asset Allocation
^, ^ Balanced ^, Flexible Income ^, Income Plus ^ and ^ Tax-Exempt ^ Portfolios
(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 ^ International Equity Portfolio seeks long-term growth of
capital. IDEX Capital Appreciation Portfolio seeks long-term growth ^ 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 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 Value Equity Portfolio seeks maximum consistent
total return with minimum risk to principal. 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 ^ February 1, 1997 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.........................................................
INVESTMENT RESTRICTIONS, POLICIES AND PRACTICES...............................
Investment Restrictions of IDEX Aggressive Growth Portfolio ..........
Investment Restrictions of IDEX International Equity Portfolio........
Investment Restrictions of IDEX Capital Appreciation
Portfolio and IDEX Balanced Portfolio...............................
Investment Restrictions of IDEX Global Portfolio......................
Investment Restrictions of IDEX Growth Portfolio and
IDEX Flexible Income Portfolio......................................
Investment Restrictions of IDEX C.A.S.E. Portfolio....................
Investment Restrictions of IDEX Value Equity Portfolio................
Investment Restrictions of IDEX Equity-Income Portfolio...............
Investment Restrictions of IDEX Tactical Asset Allocation Portfolio...
Investment Restrictions of IDEX Income Plus Portfolio.................
Investment Restrictions of IDEX Tax-Exempt Portfolio..................
OTHER POLICIES AND PRACTICES OF THE PORTFOLIOS................................
Futures, Options and Other Derivative Instruments.....................
Futures Contracts ....................................................
Options on Futures Contracts..........................................
Options on Securities.................................................
Options on Foreign Currencies.........................................
Forward Contracts.....................................................
Swaps and Swap-Related Products.......................................
Eurodollar Instruments................................................
Special Investment Considerations and Risks...........................
Additional Risks of Options on Foreign Currencies,
Forward Contracts and Foreign Instruments...........................
Other Investment Companies............................................
Zero Coupon, Pay-In-Kind and Step Coupon Securities...................
Income-Producing Securities...........................................
Lending of Portfolio Securities.......................................
Joint Trading Accounts................................................
Illiquid Securities...................................................
Repurchase and Reverse Repurchase Agreements..........................
Pass-through Securities...............................................
High-Yield/High-Risk Bonds............................................
Warrants and Rights...................................................
U.S. Government Securities............................................
Portfolio Turnover....................................................
INVESTMENT ADVISORY AND OTHER SERVICES........................................
^ Additional Investment Advisory or
Sub-Advisory Services Provided by the Sub-Advisers.............
i
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DISTRIBUTOR...................................................................
^
ADMINISTRATIVE SERVICES.......................................................
CUSTODIAN, TRANSFER AGENT AND OTHER AFFILIATES ...............................
PORTFOLIO TRANSACTIONS AND BROKERAGE..........................................
^
TRUSTEES AND OFFICERS ........................................................
^
PURCHASE OF SHARES ...........................................................
^
DISTRIBUTION PLANS ...........................................................
NET ASSET VALUE DETERMINATION.................................................
^
DIVIDENDS AND OTHER DISTRIBUTIONS ............................................
^
SHAREHOLDER ACCOUNTS..........................................................
^
RETIREMENT PLANS..............................................................
REDEMPTION OF SHARES .........................................................
^
TAXES.........................................................................
^
PRINCIPAL SHAREHOLDERS........................................................
^
MISCELLANEOUS ................................................................
Organization .........................................................
Shares of Beneficial Interest ........................................
Legal Counsel and Auditors ...........................................
Registration Statement ...............................................
^
PERFORMANCE INFORMATION ......................................................
^
FINANCIAL STATEMENTS .........................................................
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
^ 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 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
1
<PAGE>
8. Issue senior securities, except that the Portfolio may borrow from banks
for investment purposes so long as the Portfolio maintains the required
coverage.
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 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";
^(B) 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;
^
^(C) 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;
^(D) 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;
^
^(E) The Portfolio may not invest in companies for the purpose of
exercising control or management; and
^(F) The Portfolio may not invest more than 15% of its net assets in
illiquid securities. This does not include securities eligible for resale
pursuant to Rule 144A under the Securities Act of 1933 (the "1933 Act"), 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 ^ INTERNATIONAL EQUITY PORTFOLIO
^ IDEX International Equity 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. All securities of a foreign government and its agencies will be
treated as a single issuer for purposes of this restriction;
2
<PAGE>
2. Invest more than 25% of the value of ^ the Portfolio's assets in any
particular industry (other than government securities). For purposes of this
restriction, the term industry shall include (a) the government of any one
country other than the U.S., but not the U.S. government and (b) all
supranational organizations;
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 ^ securities or
other instruments backed by real estate, including mortgage-backed securities,
or 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 ^
30% 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 ^ 331/3% of the
value of the Portfolio's total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that exceed ^ 331/3% 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
^ 331/3% 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
Trading 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
3
<PAGE>
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 ^ 1933 Act, 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 purchase securities of other investment
companies, except a security acquired as a result of reorganization,
consolidation, or merger, acquisition or offer of exchange and except as
otherwise permitted under the 1940 Act. Investments by the Portfolio in the GEI
Short-Term Investment Fund, an investment fund advised by GE Investment
Management Inc. ("GEIM"), created specifically to serve as a vehicle for the
collective investment of cash balances of the Portfolio and other accounts
advised by GEIM or General Electric Investment Corporation, is not considered an
investment in another investment company for the purposes of this restriction;
(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; and
(H) The Portfolio may not invest in companies for the purpose of exercising
control or management.
With respect to investment restriction No. 2 above, the Portfolio may use
the industry classifications reflected by the S&P 500 Composite Stock Index, if
applicable at the time of determination. For all other Portfolio holdings the
Portfolio may use the Directory of Companies Required to File Annual Reports
with the SEC and Bloomberg, Inc. In addition, the Portfolio may select its own
industry classifications, provided such classifications are reasonable.
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 ^ 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. 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
4
<PAGE>
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 Portfolios 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 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;
^(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 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;
^(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 futures, options, contracts, swaps, and forward
contracts, shall not be deemed to constitute purchasing securities on margin;
^(D) The Portfolio may not (i) purchase securities of other investment
companies, except in the open market where no commission except the ordinary
broker's commission is paid, or (ii), purchase or retain securities issued by
other open-end investment companies. Limitations (i) and (ii) do not apply to
money market funds or to securities received as dividends, through offers of
exchange, or as a result of a 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;
^(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 that
Portfolio's net asset value, provided that this limitation does not apply to
reverse repurchase agreements, deposits of assets to margin, guarantee positions
in futures, options, swaps or forward contracts or segregation of assets in
connection with such contracts; ^ ^(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 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 1933 Act, 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;
^(H) The Portfolio may not invest in companies for the purpose of
exercising control or management; and
^(I) 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. ^
5
<PAGE>
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 ^ 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);
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 Portfolio has 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 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;
^(C) The Portfolio may not purchase securities on margin, except that the
Portfolio may obtain such short-term credits as are necessary for the clearance
of transactions, and provided that margin payments and other deposits in
connection with transactions in options, futures, swaps and forward contracts
shall not be deemed to constitute purchasing securities on margin;
^(D) The Portfolio may not (i) purchase securities of other investment
companies, except in the open market where no commission except the ordinary
broker's commission is paid, or (ii) purchase or retain securities issued by
other open-end
6
<PAGE>
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 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;
^(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 more than 15% of its assets in illiquid
securities. This does not include securities eligible for resale pursuant to
Rule 144A under the 1933 Act, or any successor to such Rule, Section 4(2)
commercial paper or any other securities as to which the Board of Trustees have
made a determination as to liquidity, as permitted under the 1940 Act; and
^(H) 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 ^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.
7
<PAGE>
Furthermore, the ^Portfolios have adopted the following non-fundamental
investment restrictions which may be changed by the Board of Trustees without
shareholder approval:
(A) The Portfolio may not: (i) enter into any futures contracts or options
on futures contracts for purposes other than bona fide hedging transactions
within the meaning of Commodity Futures Commission regulations if the aggregate
initial margin deposits and premiums required to establish positions in futures
contracts and related options that do not fall within the definition of bona
fide hedging transactions would exceed 5% of the fair market value of the
Portfolio's net assets, after taking into account unrealized profits and losses
on such contracts it has entered into; and (ii) enter into any futures contracts
or options on futures contracts if the aggregate amount of the Portfolio's
commitments under outstanding futures contracts positions and options on futures
contracts would exceed the market value of its total assets;
(B) The Portfolio may not mortgage or pledge any securities owned or held
by the Portfolio in amounts that exceed, in the aggregate, 15% of the
Portfolio's net assets, provided that this limitation does not apply to reverse
repurchase agreements or in the case of assets deposited to provide margin or
guarantee positions in options, futures contracts, swaps, forward contracts or
other derivative instruments or the segregation of assets in connection with
such transactions;
(C) The Portfolio may not sell securities short, unless it owns or has the
right to obtain securities equivalent in kind and amount to the securities sold
short, and provided that transactions in options, futures contracts, swaps,
forward contracts, and other derivative instruments are not deemed to constitute
selling securities short;
(D) The Portfolio may not purchase securities on margin, except that the
Portfolio may obtain such short-term credits as are necessary for the clearance
of transactions, and provided that margin payments and other deposits made in
connection with transactions in options, futures contracts, swaps, forward
contracts, and other derivative instruments shall not be deemed to constitute
purchasing securities on margin;
(E) The Portfolio may 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 1933 Act, 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; and
(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. ^ 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
8
<PAGE>
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);
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
9
<PAGE>
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 1933 Act, 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 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; and
(I) The Portfolio may not invest in companies for the purpose of exercising
control or management^.
INVESTMENT RESTRICTIONS OF IDEX VALUE EQUITY PORTFOLIO
IDEX Value Equity 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. Invest more than 25% of the value of the Portfolio's assets in any
particular industry (other than government securities);
3. Purchase or sell physical commodities other than foreign currencies
unless acquired as a result of ownership of securities (but this restriction
shall not prevent the Portfolio from purchasing or selling options, futures
contracts, caps, floors and other derivative instruments, engaging in swap
transactions or investing in securities or other instruments backed by physical
commodities);
4. Invest directly in real estate or interests in real estate, including
limited partnership interests; however, the Portfolio may own debt or equity
securities issued by companies engaged in those businesses;
5. Act as an underwriter of securities issued by others, except to the
extent that it may be deemed an underwriter in connection with the disposition
of portfolio securities of the Portfolio;
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 10% of the value
of the Portfolio's total assets (including the amount borrowed) less liabilities
(other than borrowings). Any borrowings that exceed 10% 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 10%
limitation. The Portfolio may not purchase additional securities when borrowings
exceed 5% of total assets. This policy shall not prohibit reverse repurchase
agreements
10
<PAGE>
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 1933 Act, 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 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; and
(I) The Portfolio may not invest in companies for the purpose of exercising
control or management.
11
<PAGE>
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;
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 ^ 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 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;
^(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 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;
12
<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 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 more than 15% of its assets in illiquid
securities. This does not include securities eligible for resale pursuant to
Rule 144A under the ^ 1933 Act, 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;
^(G) The Portfolio may not invest in companies for the purpose of
exercising control or management; and
^(H) 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^.
^
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
13
<PAGE>
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 ^ 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 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;
^(B) 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;
^(C) 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;
^(D) 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;
^(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 companies for the purpose of
exercising control or management; and
^
^(G) 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 ^ 1933 Act, 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;
14
<PAGE>
2. Pledge assets, except that the Portfolio may pledge not more than 1/3 of
its total assets (taken at current value) to secure borrowings made in
accordance with paragraph 1 above. Initial margin deposits under interest rate
futures contracts, which are made to guarantee the Portfolio's performance under
such contracts, shall not be deemed a pledging of Portfolio assets for the
purpose of this investment restriction. As a matter of non-fundamental operating
policy, in order to permit the sale of shares of the Portfolio under certain
state laws, the Portfolio will not pledge its assets in excess of an amount
equal to 10% of its net assets unless such state restrictions are changed;
3. Invest more than 25% of its assets, measured at the time of investment,
in a single industry (which term shall not include governments or their
political subdivisions), outside the industries of the Portfolio's public
utilities Portfolio concentration, except that the Portfolio may, for temporary
defensive purposes, invest more than 25% of its total assets in the obligations
of banks;
4. Purchase the securities (other than government securities) of any issuer
if, as a result, more than 5% of the Portfolio's total assets would be invested
in the securities of such issuer, provided that up to 25% of the Portfolio's
total net assets may be invested without regard to this 5% limitation and in the
case of certificates of deposit, time deposits and banker's acceptances, up to
25% of total Portfolio assets may be invested without regard to such 5%
limitation, but shall instead be subject to a 10% limitation;
5. Invest in mineral leases;
6. Invest in bank time deposits with maturities of over 7 calendar days, or
invest more than 10% of the Portfolio's total assets in bank time deposits with
maturities of from 2 business days through 7 calendar days;
7. Issue senior securities, except to the extent that senior securities may
be deemed to arise from bank borrowings and purchases of government securities
on a "when-issued" or "delayed delivery" basis, as described in the Prospectus;
8. Underwrite any issue of securities, except to the extent the Portfolio
may be deemed to be an underwriter in connection with the sale of its portfolio
securities, although the Portfolio may purchase securities directly from the
issuers thereof for investment in accordance with the Portfolio's investment
objective and policies;
9. Purchase or sell commodities or commodity contracts, except that the
Portfolio may purchase and sell interest rate futures contracts for hedging
purposes as set forth in the Prospectus;
10. Purchase securities on margin or sell "short", but the Portfolio may
obtain such short-term credits as may be necessary for the clearance of
purchases and sales of securities. (Initial and maintenance margin deposits and
payment with respect to interest rate futures contracts are not considered the
purchase of securities on margin);
11. Purchase or retain the securities of any issuer, if, to the Portfolio's
knowledge, those officers and directors of the manager and sub-adviser who
individually own beneficially more than 0.5% of the outstanding securities of
such issuer together own beneficially more than 5% of such outstanding
securities;
12. Invest in securities of other investment companies, except in the event
of merger or reorganization with another investment company;
13. Make loans, except to the extent the purchase of notes, bonds, bankers'
acceptances or other evidence of indebtedness or the entry into repurchase
agreements or deposits (including time deposits and certificates of deposit)
with banks may be considered loans;
14. Invest in companies for the purpose of exercising management for
control;
15. Invest in oil, gas or other mineral exploration or development
programs;
15
<PAGE>
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.
^ Furthermore, the Portfolio has ^ adopted ^ the following 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 in real estate limited partnerships; and
^(D) 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^.
^
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;
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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.
^ Furthermore, the 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; and
^
^(D) For hedging purposes only, the Tax-Exempt Portfolio may adopt policies
permitting:
(1) the purchase and sale of interest rate futures contracts, the purchase
of put and call options thereon, and the writing of covered call or secured put
options thereon, not involving delivery or purchase obligations in excess of 30%
of the Portfolio's net assets, and
(2) the purchase of put and call options related to portfolio securities
and securities to be purchased for the Tax-Exempt Portfolio, the writing of
secured put and covered call options, and the entering into of closing purchase
transactions with respect to such options, where such transactions will not
involve futures contract margin deposits and premiums on option purchases which,
in the aggregate, exceed 5% of the Portfolio's net assets, in the judgment of
the sub-adviser are economically appropriate to the reduction of risks inherent
in the ongoing management of the Portfolio, and are executed under custodial,
reserve and other arrangements consistent with regulations and policies adopted
or positions taken (i) by the Securities and Exchange Commission for exemption
from enforcement proceedings under Section 17(f) or 18(f) of the Investment
Company Act of 1940, as amended (the "1940 Act"), (ii) by the Commodity Futures
Trading Commission (the "CFTC") for exemption of investment companies registered
under the 1940 Act from registration as "commodity pool operators" and from
certain provisions of Subpart B of Part 4 of the CFTC's regulations, and (iii)
by state securities commissioners or administrators in the states in which the
Portfolio's shares have been qualified for public offering.
The Tax-Exempt Portfolio does not intend in the foreseeable future to adopt
the foregoing investment policies to permit trading in interest rate futures
contracts, options thereon, and options on portfolio securities.
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Except with respect to borrowing money, if a percentage limitation set
forth above is complied with at the time of the investment, a subsequent change
in the percentage resulting from any change in value of the net assets of any of
the Portfolios will not result in a violation of such restriction. Additional
limitations on borrowing that are imposed by state law and regulations may
apply.
In addition to the above, as a fundamental policy, each of the Portfolios
other than the Tax-Exempt Portfolio and the Income Plus Portfolio, may,
notwithstanding any other investment policy or limitation (whether or not
fundamental), invest all of its assets in the securities of a single open-end
management investment company with substantially the same fundamental investment
objectives, policies and limitations as such Portfolio.
OTHER POLICIES AND PRACTICES OF THE PORTFOLIOS
FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS.
A. Futures Contracts. Each of the Portfolios other than the Tax-Exempt
Portfolio and the Income Plus Portfolio may enter into contracts for the
purchase or sale for future delivery of equity or fixed-income securities,
foreign currencies or contracts based on financial indices including indices of
U.S. government securities, foreign government securities, equity or
fixed-income securities ("futures contracts"). The Income Plus Portfolio may
enter into contracts for the purchase or sale of fixed-income securities
("interest rate futures contracts") as described in the Prospectus. U.S. futures
contracts are traded on exchanges which have been designated "contract markets"
by the Commodity Futures Trading Commission ("CFTC") and must be executed
through a futures commission merchant ("FCM"), or brokerage firm, which is a
member of the relevant contract market. Through their clearing corporations, the
exchanges guarantee performance of the contracts as between the clearing members
of the exchange.
When a Portfolio buys or sells a futures contract it incurs a contractual
obligation to receive or deliver the underlying instrument (or a cash payment
based on the difference between the underlying instrument's closing price and
the price at which the contract was entered into) at a specified price on a
specified date. Transactions in futures contracts may be made to attempt to
hedge against potential changes in interest or currency exchange rates or the
price of a security or a securities index which might correlate with or
otherwise adversely affect either the value of the Portfolio's securities or the
prices of securities which the Portfolio is considering buying at a later date.
The buyer or seller of a futures contract is not required to deliver or pay
for the underlying instrument unless the contract is held until the delivery
date. However, both the buyer and seller are required to deposit "initial
margin" for the benefit of the FCM when the contract is entered into. Initial
margin deposits are equal to a percentage of the contract's value, as set by the
exchange on which the contract is traded, and may be maintained in cash or
certain high-grade liquid assets by the Portfolio's custodian for the benefit of
the FCM. Initial margin payments are similar to good faith deposits or
performance bonds. Unlike margin extended by a securities broker, initial margin
payments do not constitute purchasing securities on margin for purposes of a
Portfolio's investment limitations. If the value of either party's position
declines, that party will be required to make additional "variation margin"
payments with the FCM to settle the change in value on a daily basis. The party
that has a gain may be entitled to receive all or a portion of this amount. In
the event of the bankruptcy of the FCM that holds margin on behalf of a
Portfolio, that Portfolio may be entitled to return of the margin owed to such
Portfolio only in proportion to the amount received by the FCM's other
customers. The portfolio manager will attempt to minimize the risk by careful
monitoring of the creditworthiness of the FCMs with which a Portfolio does
business and by segregating margin payments with the custodian.
Although a Portfolio would segregate with the custodian 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 ^ 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.
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<PAGE>
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 ^ liquid assets from its portfolio in an amount equal
to the difference between the contract price and the aggregate value of the
initial and variation margin payments made by that Portfolio with respect to the
futures contracts.
The ordinary spreads between prices in the cash and futures markets, due to
differences in the nature of those markets, are subject to distortions. First,
all participants in the futures market are subject to initial margin and
variation margin requirements. Rather than meeting additional variation margin
requirements, investors may close out futures contracts through offsetting
transactions which could distort the normal price relationship between the cash
and futures markets. Second, the liquidity of the futures market depends on
participants entering into offsetting transactions rather than making or taking
delivery. To the extent participants decide to make or take delivery, liquidity
in the futures market could be reduced and prices in the futures market
distorted. Third, from the point of view of speculators, the margin deposit
requirements in the futures market are less onerous than margin requirements in
the securities market. Therefore, increased participation by speculators in the
futures market may cause temporary price distortions. Due to the possibility of
the foregoing distortions, a correct forecast of general price trends by the
portfolio manager still may not result in a successful use of futures contracts.
Futures contracts entail risks. Although each of the Portfolios that
invests in such contracts believes that their use will benefit the Portfolio, if
the portfolio manager's investment judgment proves incorrect, the Portfolio's
overall performance could be worse than if the Portfolio had not entered into
futures contracts. For example, if a Portfolio has hedged against the effects of
a possible decrease in prices of securities held in its portfolio and prices
increase instead, that Portfolio may lose part or all of the benefit of the
increased value of the securities because of offsetting losses in the
Portfolio's futures positions. In addition, if a Portfolio has insufficient
cash, it may have to sell securities from its portfolio to meet daily variation
margin requirements. Those sales may, but will not necessarily, be at increased
prices which reflect the rising market and may occur at a time when the sales
are disadvantageous to the Portfolio.
The prices of futures contracts depend primarily on the value of their
underlying instruments. Because there are a limited number of types of futures
contracts, it is possible that the standardized futures contracts available to a
Portfolio will not match exactly such Portfolio's current or potential
investments. A Portfolio may buy and sell futures contracts based on underlying
instruments with different characteristics from the securities in which it
typically invests--for example, by hedging investments in portfolio securities
with a futures contract based on a broad index of securities--which involves a
risk that the futures position will not correlate precisely with such
performance of the Portfolio's investments.
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<PAGE>
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.
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, International Equity, Global,
Growth, Value Equity, 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
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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 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 ^ other liquid assets with a
value equal to the exercise price with its custodian or (ii) ^ continues to own
an equivalent number of puts of the same "series" (that is, puts on the same
underlying securities having the same exercise prices and expiration dates as
those written by the Portfolio), or an equivalent number of puts of the same
"class" (that is, puts on the same underlying securities) with exercise prices
greater than those it has written (or if the exercise prices of the puts it
holds are less than the exercise prices of those it has written, the difference
is segregated with the custodian). The premium paid by the buyer of an option
will reflect, among other things, the relationship of the exercise price to
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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 (i) if that Portfolio holds a call ^ at the same
exercise price for the same exercise period and on the same securities as the
call written ^, (ii) in the case of a call on a stock index, if the Portfolio
owns a portfolio of securities substantially replicating the movement of the
index underlying the call option, or (iii) if at the time the call is written an
amount of cash, U.S. government securities or other liquid assets equal to the
fluctuating market value of the optioned securities is segregated with ^ the
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 ^ other 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.
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
^ other 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.
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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.
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.
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<PAGE>
A Portfolio may buy call options to hedge against an increase in the price
of securities that it may buy in the future. The premium paid for the call
option plus any transaction costs will reduce the benefit, if any, realized by
such Portfolio upon exercise of the option, and, unless the price of the
underlying security rises sufficiently, the option may expire worthless to that
Portfolio.
In purchasing an option, a Portfolio would be in a position to realize a
gain if, during the option period, the price of the underlying security
increased (in the case of a call) or decreased (in the case of a put) by an
amount in excess of the premium paid and would realize a loss if the price of
the underlying security did not increase (in the case of a call) or decrease (in
the case of a put) during the period by more than the amount of the premium. If
a put or call option purchased by a Portfolio were permitted to expire without
being sold or exercised, the Portfolio would lose the amount of the premium.
Although they entitle the holder to buy equity securities, warrants on and
options to purchase equity securities do not entitle the holder to dividends or
voting rights with respect to the underlying securities, nor do they represent
any rights in the assets of the issuer of those securities.
In addition to options on securities, a Portfolio may also purchase and
sell call and put options on securities indexes. A stock index reflects in a
single number the market value of many different stocks. Relative values are
assigned to the stocks included in an index and the index fluctuates with
changes in the market values of the stocks. The options give the holder the
right to receive a cash settlement during the term of the option based on the
difference between the exercise price and the value of the index. By writing a
put or call option on a securities index, the Portfolio is obligated, in return
for the premium received, to make delivery of this amount. The Portfolio may
offset its position in stock index options prior to expiration by entering into
a closing transaction on an exchange or it may let the option expire
unexercised.
Use of options on securities indexes entails the risk that trading in the
options may be interrupted if trading in certain securities included in the
index is interrupted. The Portfolio will not purchase these options unless the
sub-adviser is satisfied with the development, depth and liquidity of the market
and believes the options can be closed out.
Price movements in the Portfolio's securities may not correlate precisely
with movements in the level of an index and, therefore, the use of options on
indexes cannot serve as a complete hedge and will depend, in part, on the
ability of its portfolio manager to predict correctly movements in the direction
of the stock market generally or of a particular industry. Because options on
securities indexes require settlement in cash, the portfolio manager may be
forced to liquidate portfolio securities to meet settlement obligations.
The amount of risk a Portfolio assumes when it buys an option on a futures
contract is the premium paid for the option plus related transaction costs. In
addition to the correlation risks discussed above, the purchase of an option
also entails the risk that changes in the value of the underlying futures
contract will not be fully reflected in the value of the options bought.
D. Options on Foreign Currencies. Each of the Portfolios other than the
Tax-Exempt Portfolio and the Income Plus Portfolio may buy and write options on
foreign currencies in a manner similar to that in which futures contracts or
forward contracts on foreign currencies will be utilized. For example, a decline
in the U.S. dollar value of a foreign currency in which portfolio securities are
denominated will reduce the U.S. dollar value of such securities, even if their
value in the foreign currency remains constant. In order to protect against such
diminutions in the value of portfolio securities, a Portfolio may buy put
options on the foreign 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
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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 ^(i) the Portfolio holds a call at
the same exercise price for the same exercise period and on the same currency as
the call written or (ii) ^ at the time the call is written, an amount of cash,
U.S. government securities or other liquid assets equal to the fluctuating
market value of the optioned currency is segregated with the ^ 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
^ other liquid assets in an amount not less than the value of the underlying
foreign currency in U.S. dollars marked-to-market daily.
E. Forward Contracts. A forward contract is an agreement between two
parties in which one party is obligated to deliver a stated amount of a stated
asset at a specified time in the future and the other party is obligated to pay
a specified invoice amount for the assets at the time of delivery. Each of the
Portfolios other than the Tax-Exempt Portfolio and Income Plus Portfolio may
enter into forward contracts to purchase and sell government securities, foreign
currencies or other financial instruments. Forward contracts generally are
traded in an interbank market conducted directly between traders (usually large
commercial banks) and their customers. Unlike futures contracts, which are
standardized contracts, forward contracts can be specifically drawn to meet the
needs of the parties that enter into them. The parties to a forward contract may
agree to offset or terminate the contract before its maturity, or may hold the
contract to maturity and complete the contemplated exchange.
The following discussion summarizes the Aggressive Growth, ^ Capital
Appreciation, International Equity, Global, Growth, Value Equity, C.A.S.E.,
Equity-Income, Tactical Asset Allocation, Balanced and Flexible Income
Portfolios'
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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 or
exposed to foreign currency fluctuations 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 ^ other 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 ^ other 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
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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 ^ other 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 ^
other 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, International
Equity, Global, Growth, Value Equity, 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.
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G. Eurodollar Instruments. The Portfolios may each make investments in
Eurodollar instruments. Eurodollar instruments are U.S. dollar-denominated
futures contracts or options thereon which are linked to the London Interbank
Offered Rate (the "LIBOR"), although foreign currency-denominated instruments
are available from time to time. Eurodollar futures contracts enable purchasers
to obtain a fixed rate for the lending of funds and sellers to obtain a fixed
rate for borrowings. A Portfolio might use Eurodollar futures contracts and
options thereon to hedge against changes in LIBOR, to which many interest rate
swaps and fixed income instruments are linked.
H. Special Investment Considerations and Risks. The successful use of the
investment practices described above with respect to futures contracts, options
on futures contracts, forward contracts, options on securities and on foreign
currencies, and swaps and swap-related products draws upon skills and experience
which are different from those needed to select the other instruments in which a
Portfolio invests. Should interest or exchange rates or the prices of securities
or financial indices move in an unexpected manner, a Portfolio may not achieve
the desired benefits of the foregoing instruments or may realize losses and thus
be in a worse position than if such strategies had not been used. Unlike many
exchange-traded futures contracts and options on futures contracts, there are no
daily price fluctuation limits with respect to options on currencies, forward
contracts and other negotiated or over-the-counter instruments, and adverse
market movements could therefore continue to an unlimited extent over a period
of time. In addition, the correlation between movements in the price of the
securities and currencies hedged or used for cover will not be perfect and could
produce unanticipated losses.
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
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into on a national securities exchange are cleared and guaranteed by the OCC,
thereby reducing the risk of counterparty default. Further, a liquid secondary
market in options traded on a national securities exchange may be more readily
available than in the over-the-counter market, potentially permitting a
Portfolio to liquidate open positions at a profit prior to exercise or
expiration, or to limit losses in the event of adverse market movements.
The purchase and sale of exchange-traded foreign currency options, however,
is subject to the risks of the availability of a liquid secondary market
described above, as well as the risks regarding adverse market movements,
margining of options written, the nature of the foreign currency market,
possible intervention by governmental authorities and the effects of other
political and economic events. In addition, exchange-traded options on foreign
currencies involve certain risks not presented by the over-the-counter market.
For example, exercise and settlement of such options must be made exclusively
through the OCC, which has established banking relationships in applicable
foreign countries for this purpose. As a result, the OCC may, if it determines
that foreign government restrictions or taxes would prevent the orderly
settlement of foreign currency option exercises, or would result in undue
burdens on the OCC or its clearing member, impose special procedures on exercise
and settlement, such as technical changes in the mechanics of delivery of
currency, the fixing of dollar settlement prices or prohibitions on exercise.
In addition, options on U.S. government securities, futures contracts,
options on futures contracts, forward contracts and options on foreign
currencies may be traded on foreign exchanges and over-the-counter in foreign
countries. Such transactions are subject to the risk of governmental actions
affecting trading in or the prices of foreign currencies or securities. The
value of such positions also could be adversely affected by (i) other complex
foreign political and economic factors, (ii) lesser availability than in the
United States of data on which to make trading decisions, (iii) delays in a
Portfolio's ability to act upon economic events occurring in foreign markets
during nonbusiness hours in the United States, (iv) the imposition of different
exercise and settlement terms and procedures and margin requirements than in the
United States, and (v) low trading volume.
OTHER INVESTMENT COMPANIES.
^ Certain of the Portfolios may invest in securities issued by other
investment companies, within limits described in the investment restrictions of
each Portfolio and in accordance with the 1940 Act. A Portfolio may 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 ^ such Portfolio.
The International Equity Portfolio may not purchase securities of other
investment companies, other than a security acquired in connection with a
merger, consolidation, acquisition, reorganization or offer of exchange and
except as otherwise permitted under the 1940 Act. Investments by the
International Equity Portfolio in GEI Short-Term Investment Fund, an investment
fund advised by GE Investment Management, Inc. ("GEIM"), created specifically to
serve as a vehicle for the collective investment of cash balances of the
Portfolio and other accounts advised by GEIM or General Electric Investment
Corporation, is not considered an investment in another investment company for
purposes of this restriction.
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, International Equity
and Value Equity 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.
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Current federal income tax law requires holders of zero-coupon securities
and step-coupon securities to report the portion of the original issue discount
on such securities that accrues that year as interest income, even though the
holders receive no cash payments of interest during the year. In order to
qualify as a "regulated investment company" under the Internal Revenue Code of
1986 ("Code"), a Portfolio must distribute its investment company taxable
income, including the original issue discount accrued on zero-coupon or
step-coupon bonds. Because it will not receive cash payments on a current basis
in respect of accrued original-issue discount on zero-coupon bonds or
step-coupon bonds during the period before interest payments begin, in some
years a Portfolio may have to distribute cash obtained from other sources in
order to satisfy the distribution requirements under the Code. A Portfolio might
obtain such cash from selling other portfolio holdings. These actions may reduce
the assets to which Portfolio expenses could be allocated and may reduce the
rate of return for such Portfolio. In some circumstances, such sales might be
necessary in order to satisfy cash distribution requirements even though
investment considerations might otherwise make it undesirable for a Portfolio to
sell the securities at the time.
Generally, the market prices of zero-coupon bonds and strip securities are
more volatile than the prices of securities that pay interest periodically and
in cash and are likely to respond to changes in interest rates to a greater
degree than other types of debt securities having similar maturities and credit
quality.
INCOME-PRODUCING SECURITIES.
As a fundamental policy, the Flexible Income Portfolio may not purchase a
non-income-producing security if, after such purchase, less than 80% of the
Flexible Income Portfolio's total assets would be invested in income-producing
securities. Income-producing securities include securities that make periodic
income payments, as well as those that make interest payments on a deferred
basis, or pay interest at maturity (as in the case with treasury bills or
zero-coupon bonds).
The Flexible Income Portfolio will purchase defaulted securities only when
its portfolio manager believes, based upon his analysis of the financial
condition, results of operations and economic outlook of an issuer, that there
is potential for resumption of income payments and that the securities offer an
unusual opportunity for capital appreciation. Notwithstanding the portfolio
manager's belief as to the resumption of income payments, however, the purchase
of any security on which payment of interest or dividends is suspended involves
a high degree of risk. Such risk includes, among other things, the following:
A. Financial and Market Risks. Investments in securities that are in
default involve a high degree of financial and market risks that can result in
substantial or at times even total losses. Issuers of defaulted securities may
have substantial capital needs and may become involved in bankruptcy or
reorganization proceedings. Among the problems involved in investments in such
issuers is the fact that it may be difficult to obtain information about the
condition of such issuers. The market prices of such securities also are subject
to abrupt and erratic movements and above average price volatility, and the
spread between the bid and asked prices of such securities may be greater than
normally expected.
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.
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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 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, ^ Capital Appreciation, International
Equity, Global, Growth, Value Equity, C.A.S.E., 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
31
<PAGE>
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, ^ the Balanced, Capital Appreciation, Aggressive
Growth and Tactical Asset Allocation Portfolios do not intend to invest more
than 15% of their assets, and the International Equity and the Value Equity
Portfolios do not intend to invest more than 25% of their assets in either
repurchase or reverse repurchase agreements. In a repurchase agreement, a
Portfolio purchases a security and simultaneously commits to resell that
security to the seller at an agreed upon price on an agreed upon date within a
number of days (usually not more than seven) from the date of purchase. The
resale price reflects the purchase price plus an agreed upon incremental amount
which is unrelated to the coupon rate or maturity of the purchased security. A
repurchase agreement involves the obligation of the seller to pay the agreed
upon price, which obligation is in effect secured by the value (at least equal
to the amount of the agreed upon resale price and marked-to-market daily) of the
underlying security or "collateral". A Portfolio may engage in a repurchase
agreement with respect to any security in which it is authorized to invest.
While it does not presently appear possible to eliminate all risks from these
transactions (particularly the possibility of a decline in the market value of
the underlying securities, as well as delays and costs to a Portfolio in
connection with bankruptcy proceedings), it is the policy of each Portfolio to
limit repurchase agreements to those parties whose creditworthiness has been
reviewed and found satisfactory by the investment sub-adviser for that Portfolio
and approved by the Board of Trustees of the Fund. In addition, the Portfolios
currently intend to invest primarily in repurchase agreements collateralized by
cash, U.S. government securities, or money market instruments 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 with its
custodian 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
32
<PAGE>
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 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 Value Equity,
Equity-Income, Flexible Income ^ and ^ Income Plus ^ Portfolios may invest more
than 5% of its net assets in junk bonds. Lower rated bonds also involve the risk
that the issuer will not make interest or principal payments when due. In the
event of an unanticipated default, a Portfolio owning such bonds would
experience a reduction in its income, and could expect a decline in the market
value of the securities so affected. More careful analysis of the financial
condition of each issuer of lower rated securities is therefore necessary.
During an economic downturn or substantial period of rising interest rates,
highly leveraged issuers may experience financial stress which would adversely
affect their ability to service their principal and interest payments
obligations, to meet projected business goals and to obtain additional
financing.
The market prices of lower grade securities are generally less sensitive to
interest rate changes than higher rated investments, but more sensitive to
adverse economic or political changes or individual developments specific to the
issuer.
33
<PAGE>
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.^
U.S. GOVERNMENT SECURITIES.
Examples of the types of U.S. government securities that the Portfolios may
hold include, in addition to those described in the Prospectus and direct
obligations of the U.S. Treasury, the obligations of the Federal Housing
Administration, Farmers Home Administration, Small Business Administration,
General Services Administration, Central Bank for Cooperatives, Federal Farm
Credit Banks, Federal Home Loan Bank, Federal Intermediate Credit Banks, Federal
Land Banks and Maritime Administration. U.S. government securities may be
supported by the full faith and credit of the U.S. government (such as
securities of the Small Business Administration); by the right of the issuer to
borrow from the Treasury (such as securities of the Federal Home Loan Bank); by
the discretionary authority of the U.S. government to purchase the agency's
obligations (such as securities of the Federal National Mortgage Association);
or only by the credit of the issuing agency.
34
<PAGE>
PORTFOLIO TURNOVER.
SEPTEMBER 30
PORTFOLIO 10/31/96 1996 1995 1994
AGGRESSIVE GROWTH 107.41% --
CAPITAL APPRECIATION 319.95% --
GLOBAL 123.26% 63.73%
GROWTH^ 161.48% 148.01%
C.A.S.E. --
EQUITY-INCOME 42.18% --
TACTICAL ASSET ALLOCATION --
BALANCED 100.35% --
FLEXIBLE INCOME 149.58% 105.40%
INCOME PLUS 25.07% 48.12%
TAX-EXEMPT 126.48% 59.84%
The estimated annual portfolio turnover rate of the International Equity
Portfolio for the fiscal year ended October 31, 1997 is expected to range
between 100% and 200%. The estimated annual portfolio turnover rate for the
Value Equity Portfolio for the fiscal year ended October 31, 1997, is expected
to average less than 50%.
As stated in the Prospectus, each of the 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. 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.
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.
^
INVESTMENT ADVISORY AND OTHER SERVICES
^
The Fund has entered into a Management and Investment Advisory Agreement ^
applicable to each of the Capital Appreciation, Global, Growth, ^ Balanced and
Flexible Income^ Portfolios with Idex Management, Inc. ("IMI"), and applicable
35
<PAGE>
to each of the Aggressive Growth, International Equity, C.A.S.E., Value Equity,
Equity-Income, Tactical Asset Allocation, Income Plus and Tax-Exempt Portfolios
with InterSecurities, Inc. ("ISI"), both located at 201 Highland Avenue, Largo,
Florida 33770-2957. ^ These Management and Investment Advisory Agreements are
collectivley referred to herein as the "Advisory Agreements". IMI and ISI
supervise each respective Portfolio's investments and conducts its investment
program. Each Advisory Agreement provides that IMI and 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. For ^ services to each of ^
its respectively advised 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. ^ For services to the Tax-Exempt and Income
Plus Portfolios, ISI receives an annual fee of .60% of each Portfolio's average
daily net assets computed and paid on a monthly basis. For services to each of
its other respectively advised 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.
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 ^, IMI, 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 IMI and 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 IMI or ISI in the performance of its duties thereunder.
The ^ Advisory Agreements became effective as follows: Aggressive Growth -
September 30, 1994; International Equity - October 30, 1996; Capital
Appreciation - September 30, 1994; Global - April 22, 1992; Growth - April 22,
1991; C.A.S.E. -November 15, 1995; Value Equity - October 30, 1996;
Equity-Income - September 30, 1994; Tactical Asset Allocation - June 1, 1995;
Balanced - September 30, 1994; Flexible Income - August 5, 1993; Income Plus -
April 22, 1992; and Tax-Exempt -April 22, 1992.
^ Each Portfolio pays 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 ^,
IMI or ISI), 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. ^ The respective
investment adviser will reimburse a Portfolio, or waive fees, or both, whenever,
in any fiscal year, the total cost to a Portfolio of normal operating expenses
chargeable to its income account, including the investment advisory fee but
excluding brokerage commissions, interest, taxes and 12b-1 fees, exceeds ^, in
the case of the Aggressive Growth, Capital Appreciation, Global, Growth,
C.A.S.E., Equity-Income, Tactical Asset Allocation, Balanced and Flexible Income
Portfolios, 1.5% of each Portfolio's average daily net assets^; in the case of
the Tax-Exempt and Income Plus Portfolios, 0.65% and 1.25% of the Portfolio's
average daily net assets, respectively; in the case of the Value Equity
Portfolio, 1.15% for the first nine months of the Portfolio's operations and
1.50% thereafter; and in the case of the International Equity Portfolio, 1.35%
for the first nine months of the Portfolio's operations and 1.50% thereafter.
36
<PAGE>
^ INVESTMENT ADVISORY FEES
<TABLE>
<CAPTION>
ADVISORY FEES NET OF FEE WAIVERS NET OF FEES REIMBURSED
SEPTEMBER 30 SEPTEMBER 30
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PORTFOLIO ADVISOR 10/31/96 1996 1995 1994 10/31/96 1996 1995 1994
AGGRESSIVE GROWTH ISI $31,402 --
CAPITAL APPRECIATION IMI $55,475 --
GLOBAL IMI -- --
GROWTH IMI -- --
C.A.S.E. ISI -- --
EQUITY-INCOME ISI $39,831 --
TACTICAL ASSET ALLOCATION ISI -- --
BALANCED IMI $49,201 --
FLEXIBLE INCOME IMI $16,128 $98,496
INCOME PLUS ISI
TAX-EXEMPT ISI $91,270 $115,553
</TABLE>
No investment advisory fees were paid by the International Equity and Value
Equity Portfolios for the one-month period ended October 31, 1996 and the fiscal
year ended September 30, 1996, as those Portfolios had not yet commenced
operations.
IMI has entered into an Investment Counsel Agreement applicable to each of
the Capital Appreciation, Global, Growth, Balanced and Flexible Income
Portfolios, respectively, wherein Janus Capital Corporation ("Janus Capital"),
100 Fillmore Street, Denver, CO 80206, serves as the investment sub-adviser to
each of these Portfolios. 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 enteredinto as of September 30, 1994.
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 with ISI. 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 with ISI. 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 with ISI. 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 with ISI. NWQ Investment Management
Company, Inc. ("NWQ"), 655 South Hope Street, 11th Floor, Los Angeles, CA 90017,
serves as the investment sub-adviser to the Value Equity Portfolio pursuant to
an Investment Counsel Agreement dated October 30, 1996 with ISI. Scottish
Equitable Investment Management Limited ("Scottish Equitable"), Edinburgh Park,
Edinburgh EH12 9SE, Scotland, and GEIM, 3003 Summer Street, Stamford, CT 06905,
serve as the investment sub-advisers to the International Equity Portfolio
pursuant to repsective Investment Counsel Agreements dated ____________ with
ISI.
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
37
<PAGE>
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.
Further discussions of the basic fee arrangements and allocation of
responsibilities relating to terms of the Investoment Counsel Agreements for
each Portfolio are set forth in the Prospectus. Alger Management, Scottish
Equitable, GEIM, Janus Capital, C.A.S.E., NWQ, Luther King, Dean Investment and
AEGON Management also serve as sub-advisers to certain portfolios of the WRL
Series Fund, Inc., a registered investment company. They may be referred to
herein collectively as the "sub-advisers" and individually as a "sub-adviser."
SUB-ADVISORY FEES
SEPTEMBER 30
PORTFOLIO 10/31/96 1996 1995 1994
AGGRESSIVE GROWTH
CAPITAL APPRECIATION
GLOBAL
GROWTH
C.A.S.E.
EQUITY-INCOME
TACTICAL ASSET ALLOCATION
BALANCED
FLEXIBLE INCOME
INCOME PLUS
TAX-EXEMPT
No investment sub-advisory fees were assessed for the Value Equity and
International Equity Portfolios for the one-month period ended October 31, 1996
and the fiscal year ended September 30, 1996, as those Portfolios had not yet
commenced operations.
ADDITIONAL INVESTMENT ADVISORY OR SUB-ADVISORY SERVICES PROVIDED BY THE
SUB-ADVISERS
The Investment Counsel Agreements between IMI and Janus Capital provide for
additional compensation to be paid by IMI to Janus Capital as follows: If on
December 31 of ^ 1996, 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 ^ ISI, or any other affiliate of IMI serving as
administrator to the Fund for the calendar year following such date (the
"Administrator").
38
<PAGE>
TABLE 1
TARGET DATE ADVISED FUNDS TARGET NET ASSETS
December 31, ^ 1996 $950 million
(and December 31 of each year thereafter
The Net Fee of the Administrator shall be the fee received by the
Administrator from IMI less any reimbursement from the Administrator in
connection with any applicable expense limitation. The percentage of the Net Fee
so payable to Janus Capital shall be determined by the percentage that on the
applicable Target Date the aggregate actual net assets of the Advised Funds are
less than the applicable Target Net Assets of the Advised Funds ("Shortfall of
Target") in accordance with Table 2 below:
TABLE 2
SHORTFALL OF TARGET PERCENTAGE OF NET FEE
5% - 10% ....................................................10%
Over 10% - 20% ..............................................20%
Over 20% - 30% ..............................................30%
Over 30% ....................................................40%
No additional fees shall be payable to Janus Capital for any year if, for
the five-year period ending December 31 of the preceding year, the respective
total returns of a majority of the Advised Funds that have the objective of
investing primarily in equity securities with such a five-year record (and with
respect to which Janus Capital shall have provided investment advice for all of
such five years and for the then current year), which in ^ 1996 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 ^ 1996
because Advised Funds Target Net Assets exceeded $950 million on December 31, ^
1996.
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 ^ on
September 20, 1996. ^ 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 ^ $____ billion in assets as of ^ December 31, 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.
^ Alger Management provides investment advisory services to ISI for the
Aggressive Growth Portfolio. Scottish Equitable and GEIM provide investment
advisory services to ISI for the International Equity Portfolio. Janus Capital
provides investment advisory services to IMI for the Capital Appreciation,
Global, Growth, Balanced and Flexible Income Portfolios. C.A.S.E. provides
investment advisory services to ISI for the C.A.S.E. Portfolio. NWQ provides
investment advisory services to ISI for the Value Equity Portfolio. Luther King
provides investment advisory services to ISI for the Equity-Income Portfolio.
Dean
39
<PAGE>
Investment provides investment advisory services to ISI for the Tactical Asset
Allocation Portfolio. ^ AEGON Management provides investment advisory services
to ISI for the ^ Income Plus and Tax-Exempt Portfolios. Each of the sub-advisers
also serves as investment adviser or sub-adviser to other funds and/or private
accounts which may have investment objectives identical or similar to that of
the Portfolios. Securities frequently meet the investment objectives of one or
all of these Portfolios, the other funds and the private accounts. In such
cases, a sub-adviser's decision to recommend a purchase to one fund or account
rather than another is based on a number of factors. The determining factors in
most cases are the amounts available for investment by each fund or account, the
amount of securities of the issuer then outstanding, the value of those
securities and the market for them. Another factor considered in the investment
recommendations is other investments which each fund or account presently has in
a particular industry.
It is possible that at times identical securities will be held by more than
one fund or account. However, positions in the same issue may vary and the
length of time that any fund or account may choose to hold its investment in the
same issue may likewise vary. To the extent that more than one of the funds or
private accounts served by a sub-adviser seeks to acquire or sell the same
security at about the same time, either the price obtained by the Portfolios or
the amount of securities that may be purchased or sold by a Portfolio at one
time may be adversely affected. On the other hand, if the same securities are
bought or sold at the same time by more than one fund or account, the resulting
participation in volume transactions could produce better executions for the
Portfolios. In the event more than one fund or account purchases or sells the
same security on a given date, the purchase and sale transactions are allocated
among the Portfolio(s), the other funds and the private accounts in a manner
believed by the sub-advisers to be equitable to each.
DISTRIBUTOR
The Fund has entered into an Underwriting Agreement with ISI to act as the
principal underwriter of Fund shares. The Underwriting Agreement will continue
from year to year so long as its continuance is approved at least annually in
the same manner as the Investment Advisory Agreements discussed above. A
discussion of ISI's responsibilities and charges as principal underwriter of
Fund shares is set forth in the Prospectus.
^ UNDERWRITING COMMISSIONS
<TABLE>
<CAPTION>
COMMISSIONS RECEIVED COMMISSIONS RETAINED
SEPTEMBER 30 SEPTEMBER 30
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PORTFOLIO 10/31/96 1996 1995 1994 10/31/96 1996 1995 1994
AGGRESSIVE GROWTH $228,229 -- $33,478 --
CAPITAL APPRECIATION $73,332 -- $10,921 --
GLOBAL $491,761 $1,202,555 $73,278 $102,320
GROWTH $1,155,639 $2,389,332 $167,446 $346,753
C.A.S.E. -- -- -- --
EQUITY-INCOME $90,604 -- $14,667 --
TACTICAL ASSET ALLOCATION -- -- -- --
BALANCED $61,824 -- $10,074 --
FLEXIBLE INCOME $28,794 $66,672 $5,736 $12,453
INCOME PLUS $142,265 $285,345 $26,821 $52,998
TAX-EXEMPT $22,502 $73,000 $4,491 $14,193
</TABLE>
40
<PAGE>
No underwriting commissions were received or retained on the sale of Value
Equity or International Equity Portfolio shares for the one-month period ended
October 31, 1996 and the fiscal year ended September 30, 1996, as those
Portfolios had not yet commenced operations.
ADMINISTRATIVE SERVICES
^ Each of IMI and ISI, with respect to the Portfolios they advise, is
responsible for the supervision all of the administrative functions, providing
office space, and paying its allocable portion of the salaries, fees and
expenses of all Fund officers and of those trustees who are affiliated with IMI
and ISI. 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
1933 Act and 1940 Act are also paid by the advisor.
IMI has entered into an Administrative Services Agreement ("Administrative
Agreement") with ISI applicable to each of the ^ Capital Appreciation, Global, ^
Growth, Balanced and ^ Flexible Income 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 ^"Additional Investment Advisory ^ or Sub-Advisory
Services Provided by the Sub-Advisers."
The administrative duties of ISI with respect to each Portfolio include:
providing the Portfolio with office space, telephones, office equipment and
supplies; paying the compensation of the Fund's officers for services rendered
as such; supervising and assisting in preparation of annual and semi-annual
reports to shareholders, notices of dividends, capital gain distributions and
tax information; supervising compliance by the Fund with the recordkeeping
requirements under the 1940 Act and regulations thereunder and with the state
regulatory requirements; maintaining books and records of the Portfolio (other
than those maintained by the Fund's custodian and transfer agent); preparing and
filing tax returns and reports; monitoring and supervising relationships with
the Fund's custodian and transfer agent; monitoring the qualifications of tax
deferred retirement plans providing for investment in shares of the Portfolio;
authorizing expenditures and approving bills for payment on behalf of the
Portfolio; and providing executive, clerical and secretarial help needed to
carry out its duties.
CUSTODIAN, TRANSFER AGENT AND OTHER AFFILIATES
Investors Fiduciary Trust Company ("IFTC"), 127 West 10th Street, Kansas
City, Missouri 64105, is Custodian for the Fund. The Custodian is in no way
responsible for any of the investment policies or decisions of a Portfolio, but
holds its assets in safekeeping and collects and remits the income thereon
subject to the instructions of the Fund. ^
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 ^ an annual per-account charge of ^
$15.10 for each of its shareholder accounts in existence ^, $2.63 for each new
account opened and $1.57 for each closed account ^.
DST, provider of data processing and recordkeeping services for the Fund's
transfer agent, is a ^ partially-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.")
41
<PAGE>
<TABLE>
<CAPTION>
TRANSFER AGENCY FEES
FEES AND EXPENSES NET OF BROKERAGE BROKERAGE CREDITS RECEIVED
CREDITS
SEPTEMBER 30 SEPTEMBER 30
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PORTFOLIO 10/31/96 1996 1995 1994 10/31/96 1996 1995 1994
AGGRESSIVE GROWTH $27,772 -- $0 --
CAPITAL APPRECIATION $22,570 -- $8 --
GLOBAL $341,591 $34,294 $323 $222
GROWTH $174,068 $1,523,083 $0 $12,309
C.A.S.E. -- --
EQUITY-INCOME $10,668 -- $0 --
TACTICAL ASSET ALLOCATION -- --
BALANCED $9,905 -- $0 --
FLEXIBLE INCOME $53,822 $60,995 -- --
INCOME PLUS $118,821 $152,834
TAX-EXEMPT $35,084 $40,702
</TABLE>
No custodian or transfer agency fees and expenses were incurred by the
Value Equity and International Equity Portfolios for the one-month period ended
October 31, 1996 and the fiscal year ended September 30, 1996, as those
Portfolios had not yet commenced operations.
PORTFOLIO TRANSACTIONS AND BROKERAGE
Decisions as to the assignment of portfolio business for each of the
Portfolios and negotiation of its commission rates are made by its sub-adviser,
whose policy is to obtain the "best execution" (prompt and reliable execution at
the most favorable security price) of all portfolio transactions. The Advisory
Agreement and Investment Counsel Agreement of each Portfolio specifically
provide that in placing portfolio transactions for each of the Portfolios, the
sub-adviser may agree to pay brokerage commissions for effecting a securities
transaction in an amount higher than another broker or dealer would have charged
for effecting that transaction as authorized, under certain circumstances, by
the Securities Exchange Act of 1934.
In selecting brokers and dealers and in negotiating commissions, a
sub-adviser considers a number of factors, including but not limited to: the
sub-adviser's knowledge of currently available negotiated commission rates or
prices of securities and other current transaction costs; the nature of the
security being traded; the size and type of the transaction; the nature and
character of the markets for the security to be purchased or sold; the desired
timing of the trade; the activity existing and expected in the market for the
particular security; the quality of the execution, clearance and settlement
services; financial stability; the existence of actual or apparent operational
problems of any broker or dealer; and research products and services provided.
In recognition of the value of the foregoing factors, the sub-adviser may place
portfolio transactions with a broker with whom it has negotiated a commission
that is in excess of the commission another broker would have charged for
effecting that transaction if the sub-adviser determines in good faith that such
amount of commission was reasonable in relation to the value of the brokerage
and research provided by such broker viewed in terms of either that particular
transaction or of the overall responsibilities of the sub-adviser. Research
provided may include: furnishing advice, either directly or through publications
or writings, as to the value of securities, the advisability of purchasing or
selling specific securities and the availability of securities or purchasers or
sellers of securities; furnishing seminars, information, analyses and reports
concerning issuers, industries, securities, trading markets and methods,
legislative developments, changes in accounting practices, economic factors and
trends and portfolio strategy; access to research analysts, corporate management
personnel, industry experts, economists and government officials; comparative
performance evaluation and technical measurement services and quotation
services, and other services (such as third party
42
<PAGE>
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 one-month period
ended October 31, 1996 and the fiscal year ended September 30, ^ 1996 the
________________Portfolios paid the following commissions to
^__________________and the _________________Portfolio paid the following
commissions to ^__________________:
<TABLE>
<CAPTION>
COMMISSIONS PAID:
<S> <C> <C> <C> <C>
10/31/96 09/30/96 10/31/96 09/30/96
^
Fiscal 1996 $ $ $ $ ^
Fiscal ^ 1996 Percentages: % % % % ^
Commissions with affiliates to total commissions
Value of brokerage transactions with affiliates to total brokerage ^% % % %
transactions
</TABLE>
As of September 30, 1996 and October 31, 1996, the ________ Portfolio owned
$_________ and $________of the common stock of ___________________.
________________is one of the ten brokers or dealers that received the greatest
dollar amount of brokerage commissions from the __________ Portfolio during the
one-month period ended October 31, 1996 and the fiscal year ended September 30,
1996.
43
<PAGE>
As of September 30, 1996 and October 31, 1996, the ___________Portfolio
owned a total of $_______ and $_______ of the common stocks of __________ and
__________, which are two of the ten brokers or dealers that received the
greatest dollar amount of brokerage commissions from the ____________ Portfolio
during the one-month period ended October 31, 1996 and the fiscal year ended
September 30, 1996.
<TABLE>
<CAPTION>
BROKERAGE COMMISSIONS
AGGRESSIVE CAPITAL
GROWTH APPRECIATION GLOBAL GROWTH C.A.S.E. EQUITY-INCOME
<S> <C> <C> <C> <C> <C> <C>
BROKERAGE COMMISSIONS PAID
(including Affiliated Brokerage)
October 31, 1996
September, 1996
September, 1995 $18,944 $11 $431 $0 -- $0
September, 1994 -- -- $296 $16,052 -- --
AFFILIATED BROKERAGE PAID
October 31, 1996
September, 1996
September, 1995 $19,568 $41,182 $124,068 $930,417 -- $9,661
September, 1994 -- -- $61,311 $607,482 -- --
</TABLE>
<TABLE>
<CAPTION>
TACTICAL ASSET
ALLOCATION BALANCED FLEXIBLE INCOME INCOME PLUS TAX-EXEMPT
<S> <C> <C> <C> <C> <C>
BROKERAGE COMMISSIONS PAID
(including Affiliated Brokerage)
October 31, 1996 -- --
September, 1996 -- --
September, 1995 -- $0 -- -- --
September, 1994 -- -- -- -- --
AFFILIATED BROKERAGE PAID
October 31, 1996 -- --
September, 1996 -- --
September, 1995 -- $9,193 $1,853 -- --
September, 1994 -- -- $2,963 -- --
</TABLE>
No brokerage commissions were paid on the purchase or sale of Value Equity
or International Equity Portfolio shares for the one-month period ended October
31, 1996 and the fiscal year ended September 30, 1996, as those Portfolios had
not yet commenced operations.
During the one-month period ended October 31, 1996 and the fiscal year
ended September 30, 1996, Growth, Global, Flexible Income, Balanced, Capital
Appreciation and Equity-Income Portfolios had transactions in the amounts of
$_______ and $_________, $_______ and $________, $_______ and $________,
$________ and $________, $_______ and $_________, $______ and $__________,
respectively, which resulted in brokerage commission of $_______ and $_________,
$_______ and $________, $_______
44
<PAGE>
and $________, $________ and $________, $_______ and $_________, $______ and
$__________, respectively, that were directed to brokers for brokerage and
research services provided.
TRUSTEES AND OFFICERS
- ----------
Peter R. Brown
1475 Belcher Road South
Largo, FL 34640
05/10/28
Trustee of IDEX Series Fund^; former Trustee of 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^; former Trustee of 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^; former Trustee of IDEX Fund and IDEX Fund 3;
currently retired; formerly, President (1981 - 1990) and Executive Vice
President (1979 - 1981) of the Avionics Group of RockwellInternational
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^; former Vice President, Counsel and Secretary of 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).
45
<PAGE>
- ----------
Richard B. Franz, II(2)
07/12/50
Treasurer (May 1988 to present) of IDEX Series Fund^; former Treasurer of 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^; former
Vice President and Assistant Secretary of 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).
- ----------
Ronald L. Hall (2)
12-05-48
Senior Vice President, Sales and Marketing (September 1996 to present) of IDEX
Series Fund; Vice President (November 1995 to Present) of InterSecurities, Inc.;
Regional Marketing Director (March 1995 to November 1995) of Western Reserve
Life Assurance Co. of Ohio; President (March 1991 to March 1995) of Herzfeld
Hall & Associates, Inc./MCC Securities, Inc.; Vice President (November 1987 to
March 1991) of Western Reserve Life Assurance Co. of Ohio.
- ---------
Charles C. Harris
35 Winston Drive
Belleair, FL 34616
07/15/30
Trustee of IDEX Series Fund^; former Trustee of 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^; former President and Chief Executive Officer and Trustee of
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
46
<PAGE>
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.
- ----------
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^; former
Trustee of 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^; former Trustee of 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).
^---------
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^; former Senior Vice
President of 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.
- ----------
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^; former Principal
Accounting Officer of 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).
47
<PAGE>
- ---------
William W. Short, Jr.
12420 73rd Court
Largo, FL 34623
02/25/36
Trustee of IDEX Series Fund^; former Trustee of 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^; former Trustee of 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 ^ 9015, Clearwater, FL 34618-^ 9015.
(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, IMI or ^ their affiliates.
Disinterested Trustees (i.e., Trustees who are not affiliated with ^ ISI, IMI or
any of the sub-advisers) receive for each regular Board meeting: (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) ^ $2,250 and incidental expenses per meeting attended. Three
of the Disinterested Trustees have been elected to serve on the Fund's Audit
Committee, which meets twice annually. Each Audit Committee member receives a
total of $250 per Audit Committee meeting attended in addition to the regular
meetings attended. In the case of a Special Board Meeting, each of the
Disinterested Trustees receives a fee of $500 per special meeting attended in
addition to the regular meetings 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. ^ 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.
The following table provides compensation amounts paid to Disinterested
Trustees of the Fund for the one-month period ended October 31, 1996 and the
fiscal year ended September 30, ^ 1996.
48
<PAGE>
<TABLE>
<CAPTION>
COMPENSATION TABLE
AGGREGATE PENSION OR RETIREMENT TOTAL COMPENSATION PAID
COMPENSATION FROM BENEFITS ACCRUED AS PART TO TRUSTEES FROM FUND
^ NAME OF PERSON, POSITION IDEX SERIES FUND OF FUND EXPENSES* COMPLEX**
10/31/96 9/30/96 10/31/96 9/30/96 10/31/96 9/30/96
<S> <C> <C> <C> <C> <C> <C>
Peter R. Brown, Trustee ^ $ ^ $ $ $ $ $
Daniel Calabria, Trustee $ $ $ $ $ $ ^
James L. Churchill, Trustee $ $ $ $ $ $ ^
Charles C. Harris, Trustee $ $ $ $ $ $ ^
Julian A. Lerner, Trustee ^ $ ^ $ $ $ $ $ ^
William W. Short, Jr., Trustee $ $ $ $ $ $ ^
Jack E. Zimmerman, Trustee ^ $ $ $ $ $ $
* Because the Plan was effective January 1, 1996, amounts shown in the
table are also equal to total amounts accrued to date under the Plan.
** The Fund Complex includes IDEX Series Fund and WRL Series Fund, Inc.
</TABLE>
^ The Board of Trustees has adopted a policy whereby any Disinterested
Trustee of the Fund in office on September 1, 1990 who has served at least three
years as a trustee may, subject to certain limitations, elect upon his
resignation to serve as a trustee emeritus for a period of two years. A trustee
emeritus has no authority, power or responsibility with respect to any Fund
matter. While serving as such, a trustee emeritus is entitled to receive from
the Fund an annual fee equal to one-half the fee then payable per annum to
Disinterested Trustees of the Fund, plus reimbursement of expenses incurred for
attendance at Board meetings.
The Fund has an executive committee whose members currently are John R.
Kenney, G. John Hurley and Peter R. Brown. The executive committee may perform
all of the functions which may be performed by the Board of Trustees, except as
set forth in the Declaration of Trust and By-Laws of the Fund or as prohibited
by applicable law.
^ During the one-month period ended October 31, 1996 and the fiscal year
ended September 30, ^ 1996, the Fund paid ^ $_______ and $______ , respectively,
in trustees fees and expenses and no trustee emeritus fees or expenses. As of
^__________, the trustees and officers held in the aggregate less than 1% of the
outstanding shares of each of the Aggressive Growth, International Equity,
Capital Appreciation, Global, Growth, C.A.S.E., Value Equity, 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.
49
<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.
50
<PAGE>
DISTRIBUTION FEES
Distribution fees for the the one-month period ended October 31, 1996 and ^
the fiscal year ended September 30, 1996 ^, were used by the Distributor as
follows:
<TABLE>
<CAPTION>
AGGRESSIVE GROWTH
^ A B ^ C
^ SHARES SHARES SHARES
<S> <C> <C> <C> <C> <C> <C>
^ Advertising 10/31/96 9/30/96 10/31/96 9/30/96 10/31/96 9/30/96
Printing/mailing
Prospectuses to other than current
shareholders
^ Compensation to underwriters
^ Compensation to dealers
^ Compensation to sales personnel
^ Interest or other finance charges
^ Travel
^ Office Expenses
^ Administrative Processing Costs
^ TOTAL
</TABLE>
<TABLE>
<CAPTION>
CAPITAL APPRECIATION
^ A B ^ C
^ SHARES SHARES SHARES
<S> <C> <C> <C> <C> <C> <C>
^ Advertising 10/31/96 9/30/96 10/31/96 9/30/96 10/31/96 9/30/96
Printing/mailing
Prospectuses to other than current
shareholders
^ Compensation to underwriters
^ Compensation to dealers
^ Compensation to sales personnel
^ Interest or other finance charges
^ Travel
^ Office Expenses
^ Administrative Processing Costs
^ TOTAL
</TABLE>
<TABLE>
<CAPTION>
GLOBAL
^ A B ^ C
^ SHARES SHARES SHARES
<S> <C> <C> <C> <C> <C> <C>
^ Advertising 10/31/96 9/30/96 10/31/96 9/30/96 10/31/96 9/30/96
Printing/mailing
Prospectuses to other than current
shareholders
^ Compensation to underwriters
^ Compensation to dealers
^ Compensation to sales personnel
^ Interest or other finance charges
^ Travel
^ Office Expenses
^ Administrative Processing Costs
^ TOTAL
</TABLE>
<TABLE>
<CAPTION>
GROWTH
^ A B ^ C
^ SHARES SHARES SHARES
<S> <C> <C> <C> <C> <C> <C>
^ Advertising 10/31/96 9/30/96 10/31/96 9/30/96 10/31/96 9/30/96
Printing/mailing
Prospectuses to other than current
shareholders
^ Compensation to underwriters
^ Compensation to dealers
^ Compensation to sales personnel
^ Interest or other finance charges
^ Travel
^ Office Expenses
^ Administrative Processing Costs
^ TOTAL
</TABLE>
<TABLE>
<CAPTION>
C.A.S.E.
^ A B ^ C
^ SHARES SHARES SHARES
<S> <C> <C> <C> <C> <C> <C>
^ Advertising 10/31/96 9/30/96 10/31/96 9/30/96 10/31/96 9/30/96
Printing/mailing
Prospectuses to other than current
shareholders
^ Compensation to underwriters
^ Compensation to dealers
^ Compensation to sales personnel
^ Interest or other finance charges
^ Travel
^ Office Expenses
^ Administrative Processing Costs
^ TOTAL
</TABLE>
<TABLE>
<CAPTION>
EQUITY-INCOME
^ A B ^ C
^ SHARES SHARES SHARES
<S> <C> <C> <C> <C> <C> <C>
^ Advertising 10/31/96 9/30/96 10/31/96 9/30/96 10/31/96 9/30/96
Printing/mailing
Prospectuses to other than current
shareholders
^ Compensation to underwriters
^ Compensation to dealers
^ Compensation to sales personnel
^ Interest or other finance charges
^ Travel
^ Office Expenses
^ Administrative Processing Costs
^ TOTAL
</TABLE>
51
<PAGE>
<TABLE>
<CAPTION>
TACTICAL ASSET ALLOCATION
^ A B ^ C
^ SHARES SHARES SHARES
<S> <C> <C> <C> <C> <C> <C>
^ Advertising 10/31/96 9/30/96 10/31/96 9/30/96 10/31/96 9/30/96
Printing/mailing
Prospectuses to other than current
shareholders
^ Compensation to underwriters
^ Compensation to dealers
^ Compensation to sales personnel
^ Interest or other finance charges
^ Travel
^ Office Expenses
^ Administrative Processing Costs
^ TOTAL
</TABLE>
<TABLE>
<CAPTION>
BALANCED
^ A B ^ C
^ SHARES SHARES SHARES
<S> <C> <C> <C> <C> <C> <C>
^ Advertising 10/31/96 9/30/96 10/31/96 9/30/96 10/31/96 9/30/96
Printing/mailing
Prospectuses to other than current
shareholders
^ Compensation to underwriters
^ Compensation to dealers
^ Compensation to sales personnel
^ Interest or other finance charges
^ Travel
^ Office Expenses
^ Administrative Processing Costs
^ TOTAL
</TABLE>
<TABLE>
<CAPTION>
FLEXIBLE INCOME
^ A B ^ C
^ SHARES SHARES SHARES
<S> <C> <C> <C> <C> <C> <C>
^ Advertising 10/31/96 9/30/96 10/31/96 9/30/96 10/31/96 9/30/96
Printing/mailing
Prospectuses to other than current
shareholders
^ Compensation to underwriters
^ Compensation to dealers
^ Compensation to sales personnel
^ Interest or other finance charges
^ Travel
^ Office Expenses
^ Administrative Processing Costs
^ TOTAL
</TABLE>
<TABLE>
<CAPTION>
INCOME PLUS
^ A B ^ C
^ SHARES SHARES SHARES
<S> <C> <C> <C> <C> <C> <C>
^ Advertising 10/31/96 9/30/96 10/31/96 9/30/96 10/31/96 9/30/96
Printing/mailing
Prospectuses to other than current
shareholders
^ Compensation to underwriters
^ Compensation to dealers
^ Compensation to sales personnel
^ Interest or other finance charges
^ Travel
^ Office Expenses
^ Administrative Processing Costs
^ TOTAL
</TABLE>
<TABLE>
<CAPTION>
TAX-EXEMPT
^ A B ^ C
^ SHARES SHARES SHARES
<S> <C> <C> <C> <C> <C> <C>
^ Advertising 10/31/96 9/30/96 10/31/96 9/30/96 10/31/96 9/30/96
Printing/mailing
Prospectuses to other than current
shareholders
^ Compensation to underwriters
^ Compensation to dealers
^ Compensation to sales personnel
^ Interest or other finance charges
^ Travel
^ Office Expenses
^ Administrative Processing Costs
^ TOTAL
</TABLE>
52
<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.
53
<PAGE>
<TABLE>
<CAPTION>
^ OFFERING PRICE PER SHARE CALCULATED AS FOLLOWS:
NET ASSET
VALUE PER SHARE
(NET ASSETS SHARES ADD MAXIMUM AMOUNT OF SALES
AS OF OCTOBER 31, 1996 OUTSTANDING) SELLING COMMISSIONS CHARGE OFFERING PRICE PER SHARE
<S> <C> <C> <C> <C>
AGGRESSIVE GROWTH
Class A 5.50%
Class B --
Class C --
CAPITAL APPRECIATION
Class A 5.50%
Class B --
Class C --
GLOBAL
Class A 5.50%
Class B --
Class C --
GROWTH
Class A 5.50%
Class B --
Class C --
Class T 8.50%
C.A.S.E.
Class A 5.50%
Class B --
Class C --
EQUITY-INCOME
Class A 5.50%
Class B --
Class C --
TACTICAL ASSET ALLOCATION
Class A 5.50%
Class B --
Class C --
BALANCED
Class A 5.50%
Class B --
Class C --
FLEXIBLE INCOME
Class A 4.75%
Class B --
Class C --
INCOME PLUS
Class A 4.75%
Class B --
Class C --
TAX-EXEMPT
Class A 4.75%
Class B --
Class C --
No such calculations are presented for International Equity and Value
Equity Portfolios because no shares of those Portfolios were outstanding as of
October 31, 1996.
</TABLE>
54
<PAGE>
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-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 ^ 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
55
<PAGE>
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.
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 than 25% of the value of
its total assets may be invested in securities (other than U.S. government
securities or the securities of other RICs) of any one issuer.
A Portfolio will be subject to a nondeductible 4% excise tax to the extent
it fails to distribute by the end of any calendar year substantially all of its
ordinary income for that year and capital gain net income for the one-year
period ending on October 31 of that year, plus certain other amounts. Each
Portfolio intends to distribute annually a sufficient amount of any taxable
income and capital gains so as to avoid liability for this excise tax.
If the Tax-Exempt Portfolio invests in any instruments that generate
taxable income, under the circumstances described in the Prospectus,
distributions of the interest earned thereon will be taxable to that Portfolio's
shareholders as ordinary income to the extent of its earnings and profits.
Moreover, if that Portfolio realizes capital gains as a result of market
transactions, any distributions of that gain also will be taxable to its
shareholders.
Proposals may be introduced before Congress for the purpose of restricting
or eliminating the federal income tax exemption for interest on municipal
securities. If such a proposal were enacted, the availability of municipal
securities for investment by the Tax-Exempt Portfolio and the value of its
portfolio securities would be affected. In that event, the Tax-Exempt Portfolio
will re-evaluate its investment objective and policies.
Dividends and interest received by a Portfolio may be subject to income,
withholding or other taxes imposed by foreign countries and U.S. possessions
that would reduce the yield on its securities. Tax conventions between certain
countries and the United States may reduce or eliminate these foreign taxes,
however, and foreign countries generally do not impose taxes on capital gains in
respect of investments by foreign investors. If more than 50% of the value of
the Global Portfolio's total assets at the close of its taxable year consists of
securities of foreign corporations, it will be eligible to, and may, file an
election with the Internal Revenue Service that will enable its shareholders, in
effect, to receive the benefit of the foreign tax credit with respect to any
foreign and U.S. possessions income taxes paid by it. Pursuant to the election,
a Portfolio will treat those taxes as dividends paid to its shareholders and
each shareholder will be required to (1) include in gross income, and treat as
paid by him,
56
<PAGE>
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 distributed to its shareholders. If a Portfolio
invests in a PFIC and elects to treat the PFIC as a "qualified electing fund,"
then in lieu of the foregoing tax and interest obligation, the Portfolio will be
required to include in income each year its pro rata share of the qualified
electing fund's annual ordinary earnings and net capital gain (the excess of net
long-term capital gain over net short-term capital loss), even if they are not
distributed to the Portfolio; those amounts would be subject to the distribution
requirements described above. In most instances it will be very difficult, if
not impossible, to make this election because of certain requirements thereof.
The use of hedging strategies, such as writing (selling) and purchasing
options and futures contracts and entering into forward contracts, involves
complex rules that will determine for income tax purposes the character and
timing of recognition of the income received in connection therewith by a
Portfolio. Income from foreign currencies (except certain gains therefrom that
may be excluded by future regulations), and income from transactions in options,
futures and forward contracts derived by a Portfolio with respect to its
business of investing in securities or foreign currencies, will qualify as
permissible income under the Income Requirement. However, income from the
disposition of foreign currencies that are not directly related to the
Portfolio's principal business of investing in securities (or options and
futures with respect thereto) also will be subject to the Short-Short Limitation
if the securities are held for less than three months.
If a Portfolio satisfies certain requirements, any increase in value on a
position that is part of a "designated hedge" will be offset by any decrease in
value (whether realized or not) of the offsetting hedging position during the
period of the hedge for purposes of determining whether the Portfolio satisfies
the Short-Short Limitation. Thus, only the net gain (if any) from the designated
hedge will be included in gross income for purposes of that limitation. Each
Portfolio intends that, when it engages in hedging transactions, they will
qualify for this treatment, but at the present time it is not clear whether this
treatment will be available for all of the Portfolio's hedging transactions. To
the extent this treatment is not available, a Portfolio may be forced to defer
the closing out of certain options and futures contracts beyond the time when it
otherwise would be advantageous to do so, in order for the Portfolio to continue
to qualify as 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 ^__________, no shareholder owned
beneficially or of record 5% or more of the outstanding shares of beneficial
interest of each of the ^ Aggressive Growth, International Equity, Capital
Appreciation, ^ Global, C.A.S.E., Value Equity, Equity-Income, Tactical Asset
Allocation ^, Balanced, Flexible Income or Tax-Exempt Portfolios, with the
following exceptions:
^______________________________________________________________________________.
As of __________, 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 ^_____%, and Bankers
United Life Assurance Company owned approximately ^_____%. As of
__________________, State Street Bank and Trust Company as Trustee for the
ConAgra Retirement Income Savings Plan, Boston, Massachusetts, ^ owned
approximately ^_____% of the outstanding shares of beneficial interest of the
Growth Portfolio ^.
57
<PAGE>
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.
^ 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.
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.
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 ^ shareholders 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.
^_________________________________________, 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 ^ 1933 Act and
the 1940 Act, to which reference is hereby made.
58
<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.
<TABLE>
<CAPTION>
^ PERFORMANCE INFORMATION
AGGRESSIVE GROWTH CAPITAL APPRECIATION
CLASS CLASS
A B C A B C
<S> <C> <C> <C> <C> <C> <C>
INCEPTION DATE 12/02/94 10/01/95 12/02/94 12/02/94 10/01/95 12/02/94
SALES CHARGE 5.50% * -- 5.50% * --
12B-1 FEE 0.35% 1.00% 0.90% 0.35% 1.00% 0.90%
AVERAGE ANNUAL TOTAL
RETURN INCLUDING SALES
CHARGES:
1 year
5 years
10 years
Inception
AVERAGE ANNUAL TOTAL
RETURN WITHOUT DEDUCTION
OF SALES CHARGE:
1 year
5 years
10 years
Inception
CUMULATIVE TOTAL RETURN
WITHOUT DEDUCTION OF
SALES CHARGE:
1 year
5 years
10 years
Inception
</TABLE>
59
<PAGE>
<TABLE>
<CAPTION>
GLOBAL GROWTH
CLASS CLASS
A B C A B C
<S> <C> <C> <C> <C> <C> <C>
INCEPTION DATE 10/01/92 10/01/95 10/01/93 05/08/86 10/01/95 10/01/93
SALES CHARGE 5.50% * -- 5.50% * --
12B-1 FEE 0.35% 1.00% 0.90% 0.35% 1.00% 0.90%
AVERAGE ANNUAL TOTAL
RETURN INCLUDING SALES
CHARGES:
1 year
5 years
10 years
Inception
AVERAGE ANNUAL TOTAL
RETURN WITHOUT DEDUCTION
OF SALES CHARGE:
1 year
5 years
10 years
Inception
CUMULATIVE TOTAL RETURN
WITHOUT DEDUCTION OF
SALES CHARGE:
1 year
5 years
10 years
Inception
</TABLE>
<TABLE>
<CAPTION>
C.A.S.E. EQUITY-INCOME
CLASS CLASS
A B C A B C
<S> <C> <C> <C> <C> <C> <C>
INCEPTION DATE 10/01/96 10/01/96 10/01/96 12/02/94 10/01/95 12/02/94
SALES CHARGE 5.50% * -- 5.50% * --
12B-1 FEE 0.35% 1.00% 0.90% 0.35% 1.00% 0.90%
AVERAGE ANNUAL TOTAL
RETURN INCLUDING SALES
CHARGES:
1 year
5 years
10 years
Inception
AVERAGE ANNUAL TOTAL
RETURN WITHOUT DEDUCTION
OF SALES CHARGE:
1 year
5 years
10 years
Inception
CUMULATIVE TOTAL RETURN
WITHOUT DEDUCTION OF
SALES CHARGE:
1 year
5 years
10 years
Inception
</TABLE>
<TABLE>
<CAPTION>
TACTICAL ASSET ALLOCATION BALANCED
CLASS CLASS
A B C A B C
<S> <C> <C> <C> <C> <C> <C>
INCEPTION DATE 10/01/95 10/01/95 10/01/95 12/02/94 10/01/95 12/02/94
SALES CHARGE 5.50% * -- 5.50% * --
12B-1 FEE 0.35% 1.00% 0.90% 0.35% 1.00% 0.90%
AVERAGE ANNUAL TOTAL
RETURN INCLUDING SALES
CHARGES:
1 year
5 years
10 years
Inception
AVERAGE ANNUAL TOTAL
RETURN WITHOUT DEDUCTION
OF SALES CHARGE:
1 year
5 years
10 years
Inception
CUMULATIVE TOTAL RETURN
WITHOUT DEDUCTION OF
SALES CHARGE:
1 year
5 years
10 years
Inception
</TABLE>
<TABLE>
<CAPTION>
FLEXIBLE INCOME
CLASS
A B C
<S> <C> <C> <C>
INCEPTION DATE 06/29/87 10/01/95 10/01/93
SALES CHARGE 4.75% * --
12B-1 FEE 0.35% 1.00% 0.90%
AVERAGE ANNUAL TOTAL
RETURN INCLUDING SALES
CHARGES:
1 year
5 years
10 years
Inception
AVERAGE ANNUAL TOTAL
RETURN WITHOUT DEDUCTION
OF SALES CHARGE:
1 year
5 years
10 years
Inception
CUMULATIVE TOTAL RETURN
WITHOUT DEDUCTION OF
SALES CHARGE:
1 year
5 years
10 years
Inception
</TABLE>
60
<PAGE>
<TABLE>
<CAPTION>
INCOME PLUS TAX-EXEMPT
CLASS CLASS
A B C A B C
<S> <C> <C> <C> <C> <C> <C>
INCEPTION DATE 06/14/85 10/01/95 10/01/93 10/01/85 10/01/95 10/01/93
SALES CHARGE 4.75% * -- 4.75% * --
12B-1 FEE 0.35% 1.00% 0.90% 0.35% 1.00% 0.60%
AVERAGE ANNUAL TOTAL
RETURN INCLUDING SALES
CHARGES:
1 year
5 years
10 years
Inception
AVERAGE ANNUAL TOTAL
RETURN WITHOUT DEDUCTION
OF SALES CHARGE:
1 year
5 years
10 years
Inception
CUMULATIVE TOTAL RETURN
WITHOUT DEDUCTION OF
SALES CHARGE:
1 year
5 years
10 years
Inception
- -------------------------
* The deferred sales charge on redemption of 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.
</TABLE>
The current yield for a particular class of shares of each of the Flexible
Income, Tax-Exempt, Income Plus, Balanced or Equity-Income Portfolios 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.
CURRENT YIELD
EQUITY-INCOME 30 Day Period Ended 10/31/96
Class A
Class B
Class C
BALANCED
Class A
Class B
Class C
FLEXIBLE INCOME
Class A
Class B
Class C
INCOME PLUS
Class A
Class B
Class C
61
<PAGE>
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 October 31, 1996 was _____%, _____% and _____%,
respectively.
As stated in the Prospectus, from time to time in advertisements or sales
material, a Portfolio may present and discuss its performance rankings and/or
ratings or other information as published by recognized mutual fund statistical
services or by publications of general interest such as 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 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 Aggressive Growth, ^ Capital
Appreciation, ^ Global, Growth, C.A.S.E., Equity-Income, Tactical Asset
Allocation, Balanced, Flexible Income, Income Plus and Tax-Exempt Portfolios
(each, former IDEX II Portfolios) for the one-month period ended October 31,
1996 and the fiscal year ended September 30, ^ 1996 are incorporated by
reference from the Fund's Annual Report dated October 31, 1996 and September 30,
^ 1996, respectively. No financial information exists for ^ International Equity
or Value Equity Portfolios for the one-month period ended October 31, 1996 and
the fiscal year ended September 30, ^ 1996, as those Portfolios had not
commenced operations as of ^ those dates.
62
<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 ^ other debt obligations owned by the Portfolio that are at
least equal in value to the amount the Tax-Exempt Portfolio will have to pay on
the settlement date. If necessary, additional assets will be placed in the
account daily so that the value of the account will at least equal the
Portfolio's purchase commitment.
B. MUNICIPAL NOTES
The Tax-Exempt Portfolio may invest in the following types of Municipal
Notes, subject to the quality requirements described in the Prospectus:
Project Notes. Project notes ("PNs") are issued on behalf of local
authorities at auctions conducted by the United States Department of Housing and
Urban Development to raise funds for federally sponsored urban renewal,
neighborhood development and housing programs. PNs are backed by the full faith
and credit of the Federal government through agreements with the local authority
which provide that, if required, the Federal government will lend the issuer an
amount equal to the principal of and interest on the PNs. Ordinarily, PNs are
repaid by rolling over the notes or from the proceeds of new bonds or other
securities which are issued to provide permanent financing.
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
1
<PAGE>
bonds. The ability of an issuer to meet its obligations on its BANs is primarily
dependent on the issuer's access to the long-term municipal bond market and the
likelihood that the proceeds of such bond sales will be used to pay the
principal and interest on the BANs.
Tax Anticipation Notes. Tax anticipation notes ("TANs") are issued by state
and local governments to finance their current operations. Repayment is
generally to be derived from specific future tax revenues. TANs are usually
general obligations of the issuer. A weakness in an issuer's capacity to raise
taxes due to, among other things, a decline in its tax base or a rise in
delinquencies, could adversely affect the issuer's ability to meet its
obligations on outstanding TANs.
Revenue Anticipation Notes. Revenue anticipation notes ("RANs") are issued
by governments or governmental bodies with the expectation that future revenues
from a designated source will be used to repay the notes. In general, they also
constitute general obligations of the issuer. A decline in the receipt of
projected revenues, such as anticipated revenues from another level of
government, could adversely affect an issuer's ability to meet its obligations
on outstanding RANs. In addition, the possibility that the revenues would, when
received, be used to meet other obligations could affect the ability of the
issuer to pay the principal and interest on RANs.
Construction Loan Notes. Construction loan notes are issued to provide
construction financing for specific projects. Frequently, these notes are
redeemed with funds obtained from the Federal Housing Administration.
Bank Notes. Bank notes are notes issued by local governmental bodies and
agencies as those described above to commercial banks as evidence of borrowings.
Banks on occasion sell such notes to purchasers such as the Tax-Exempt
Portfolio. The purposes for which the notes are issued vary, but bank notes are
frequently issued to meet short-term working-capital or capital-project needs.
These notes typically are redeemed with revenue from taxes or from long-term
financing proceeds, and may have risks similar to the risks associated with TANs
and RANs.
C. MUNICIPAL COMMERCIAL PAPER
Municipal Commercial Paper (also called "short-term discount notes")
represents short-term obligations of state and local governments and their
agencies issued typically to meet seasonal working capital or interim
construction financing requirements. Municipal Commercial Paper is often issued
at a discount, with shorter maturities than Municipal Notes. Such obligations
are repayable from general revenues of the issuer or refinanced with long-term
debt. In most cases, Municipal Commercial Paper is backed by letters of credit,
lending or note repurchase agreements, or other credit facility agreements
offered by banks or other institutions.
While the various types of Municipal Notes and Municipal Commercial Paper
described above as a group represent the major portion of the tax-exempt note
market, other types of notes are occasionally available in the marketplace and
the Tax-Exempt Portfolio may invest in such other types of notes to the extent
permitted under its investment objective and policies. Such short-term
obligations may be issued for different purposes and with different security
than those mentioned above.
D. FLOATING RATE AND VARIABLE RATE OBLIGATIONS
The Tax-Exempt Portfolio may purchase floating rate and variable rate
obligations, including participation interests therein (see section E below).
Investments in floating or variable rate securities normally will include IDBs
which provide that the rate of interest is set as a specific percentage of a
designated base rate, such as the rate on Treasury Bonds or Bills or the prime
rate at a major commercial bank, and that the Portfolio can demand payment of
the obligation on short notice at par value plus accrued interest. Variable rate
securities provide for a specified periodic adjustment in the interest rate,
while floating rate securities have flexible rates that change whenever there is
a change in the designated base interest rate. Frequently, such securities are
secured by letters of credit or other credit support arrangements provided by
banks. The quality of the underlying creditor (i.e., the corporation utilizing
the IDBs financing) or the bank, as the case may be, must be equivalent to the
Municipal Obligation ratings required for purchases for the Tax-Exempt
Portfolio.
E. PARTICIPATION INTERESTS
The Tax-Exempt Portfolio may invest in participation interests purchased
from banks in variable rate tax-exempt securities (such as IDBs) owned by the
banks. A participation interest gives the purchaser an undivided interest in the
tax-exempt security in the proportion that the Portfolio's participation
interest bears to the total principal amount of the tax-exempt security, and
permits demand repurchase as described in section D above. Participations are
frequently backed by an irrevocable letter of credit or guarantee of the bank
offering the participation which the sub-adviser, under the supervision of the
Board of Trustees, has determined meets the prescribed quality standards for the
Tax-Exempt Portfolio. The Portfolio has the right to sell the instrument back to
the bank and draw on the letter of credit on 7 days' notice for all or any part
of the Portfolio's participation interest in the tax-exempt security, plus
accrued interest. The Portfolio intends to exercise its demand rights under the
letter of credit only (1) upon a default under the terms of the tax-exempt
security, (2) as needed to provide liquidity in order to meet redemptions, or
(3) upon a drop in the rating or the sub-adviser's evaluation of the 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
2
<PAGE>
of the interest paid on the tax-exempt securities over the yield negotiated
between the Portfolio and the bank at which the instruments were purchased by
the Tax-Exempt Portfolio. The sub-adviser will monitor the pricing, quality and
liquidity of the variable rate demand instruments held by the Tax-Exempt
Portfolio, including the IDBs supported by bank letters of credit or guarantee,
on the basis of published financial information, reports or rating agencies and
other bank analytical services. Participation interests will be purchased only
if, in the opinion of counsel, interest income on such interest will be
tax-exempt when distributed as dividends to shareholders.
Obligations of issuers of Municipal Bonds, Municipal Notes and Municipal
Commercial Paper are subject to the provisions of bankruptcy, insolvency and
other laws affecting the rights and remedies of creditors, such as the Federal
Bankruptcy Act, and laws, if any, which may be enacted by Congress or state
legislatures extending the time for payment of principal or interest, or
imposing other constraints upon enforcement of such obligations or upon
municipalities' power to levy taxes. There is also the possibility that
litigation or other conditions may materially affect the power or ability of an
issuer to pay, when due, the principal of and interest on its Municipal
Obligations.
II. OBLIGATIONS IN WHICH EACH PORTFOLIO MAY INVEST (UNLESS OTHERWISE NOTED)
A. U.S. GOVERNMENT OBLIGATIONS
As described in the Prospectus, the Portfolios may invest in some or all of
the following types of direct obligations of the Federal Government, issued by
the Department of the Treasury, and backed by the full faith and credit of the
Federal Government.
Treasury Bills. Treasury bills are issued with maturities of up to one
year. They are issued in bearer form, are sold on a discount basis and are
payable at par value at maturity.
Treasury Notes. Treasury Notes are longer-term interest bearing obligations
with original maturities of one to seven years.
Treasury Bonds. Treasury bonds are longer-term interest bearing obligations
with original maturities from 5 to 30 years.
B. OBLIGATIONS OF FEDERAL AGENCIES, INSTRUMENTALITIES AND AUTHORITIES
Certain federal agencies have been established as instrumentalities of the
United States Government to supervise and finance certain types of activities.
These agencies include, but are not limited to, the Banks for Cooperatives,
Federal Land Banks, Federal Intermediate Credit Banks, Federal Home Loan Banks
("FHLB"), Federal National Mortgage Association ("FNMA"), Government National
Mortgage Association ("GNMA"), Export-Import Bank of the United States, and
Tennessee Valley Authority ("TVA"). Issues of these agencies, while not direct
obligations of the United States Government, are either backed by the full faith
and credit of the United States (e.g., GNMA Certificates or certain TVA Bonds)
or are guaranteed by the Treasury (e.g., certain other TVA Bonds) or supported
by the issuing agencies' right to borrow from the Treasury (e.g., FHLB and FNMA
Bonds). There can be no assurance that the United States Government itself will
pay interest and principal on securities as to which it is not legally obligated
to do so.
C. CERTIFICATES OF DEPOSIT (ALL PORTFOLIOS) AND TIME DEPOSITS (INCOME PLUS
PORTFOLIO ONLY)
A time deposit is a non-negotiable interest-bearing deposit with a bank
which generally cannot be withdrawn prior to a specified maturity date without
substantial interest penalties. A certificate of deposit ("CD") is a negotiable
instrument issued by a bank against a time deposit. CDs normally can be traded
in the secondary market prior to maturity, and are thus more liquid than other
forms of time deposits. The Portfolios will only invest in U.S. dollar
denominated time deposits and CDs representing deposits in U.S. Banks with
assets of $1 billion or more, whose deposits are insured by the Federal Deposit
Insurance Corporation.
D. COMMERCIAL PAPER
Commercial paper refers to short-term unsecured promissory notes issued by
commercial and industrial corporations to finance their current operations.
Commercial paper may be issued at a discount and redeemed at par, or issued at
par with interest added at maturity. The interest or discount rate depends on
general interest rates, the credit standing of the issuer, and the maturity of
the note, and generally moves in tandem with rates on large CDs and Treasury
bills. An established secondary market exists for commercial paper, particularly
that of stronger issuers which are rated by Moody's Investors Service, Inc. and
Standard and Poor's Ratings Group. Investments in commercial paper are subject
to the risks that general interest rates will rise, that the credit standing and
outside rating of the issuer will fall, or that the secondary market in the
issuer's notes will become too limited to permit their liquidation at a
reasonable price.
3
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E. BANKER'S ACCEPTANCE
A banker's acceptance is a negotiable short-term draft, generally arising
from a bank customer's commercial transaction with another party, with payment
due for the transaction on the maturity date of the customer's draft. The draft
becomes a banker's acceptance when the bank, upon fulfillment of the obligations
of the third party, accepts the draft for later payment at maturity, thus adding
the bank's guarantee of payment to its customer's own obligation. In effect, a
banker's acceptance is a post-dated certified check payable to its bearer at
maturity. Such acceptances are highly liquid, but are subject to the risk that
both the customer and the accepting bank will be unable to pay at maturity. The
Portfolios may invest in U.S. dollar denominated banker's acceptances issued by
U.S. banks, their foreign branches, and by U.S. branches of foreign banks.
F. REPURCHASE AGREEMENTS FOR U.S. GOVERNMENT SECURITIES (EXCEPT
EQUITY-INCOME PORTFOLIO)
The Portfolios may enter into repurchase agreements with banks and dealers
for securities of or guaranteed by the U.S. Government, under which the
Portfolio purchases securities and agrees to resell the securities at an agreed
upon time and at an agreed upon price. The difference between the amount the
Portfolio pays for the securities and the amount it receives upon resale is
accrued as interest and reflected in the Portfolio's net investment income. When
the Portfolio enters into repurchase agreements, it relies on the seller to
repurchase the securities. Failure to do so may result in a loss for the
Portfolio if the market value of the securities is less than the repurchase
price. Under the Investment Company Act of 1940, repurchase agreements may be
considered collateralized loans by the Portfolio.
At the time a Portfolio enters into a repurchase agreement, the value of
the underlying security including accrued interest will be equal to or exceed
the value of the repurchase agreement and, for repurchase agreements that mature
in more than one day, the seller will agree that the value of the underlying
security including accrued interest will continue to be at least equal to the
value of the repurchase agreement.
Although repurchase agreements carry certain risks not associated with
direct investment in securities, the Portfolios intend to enter into repurchase
agreements only with banks and dealers in transactions which the sub-adviser
believes present minimal credit risks in accordance with guidelines adopted by
the Trustees. To the extent that proceeds from any sales of collateral upon a
default in the counterparty's obligation to repurchase were less than the
repurchase price, the Portfolio would suffer a loss. If the counterpart's
petitions for bankruptcy or otherwise becomes subject to bankruptcy or
liquidation proceedings, there might be restrictions on the Portfolio's ability
to sell the collateral and the Portfolio could suffer a loss.
III. OTHER SECURITIES IN WHICH THE PORTFOLIOS MAY INVEST
A. CORPORATE DEBT SECURITIES
The Portfolio may invest in corporate bonds, notes and debentures of long
and short maturities and of various grades, including unrated securities.
Corporate debt securities exist in great variety, differing from one another in
quality, maturity, and call or other provisions. Lower grade bonds, whether
rated or unrated, usually offer higher interest income, but also carry increased
risk of default. Corporate bonds may be secured or unsecured, senior to or
subordinated to other debt of the issuer, and, occasionally, may be guaranteed
by another entity. In addition, they may carry other features, such as those
described under "Convertible Securities" and "Variable or Floating Rate
Securities", or have special features such as the right of the holder to shorten
or lengthen the maturity of a given debt instrument, rights to purchase
additional securities, rights to elect from among two or more currencies in
which to receive interest or principal payments, or provisions permitting the
holder to participate in earnings of the issuer or to participate in the value
of some specified commodity, financial index, or other measure of value.
B. INTERNATIONAL AGENCY OBLIGATIONS
The Portfolio may invest in bonds, notes or Eurobonds of international
agencies. Examples are securities issued by the Asian Development Bank, the
European Economic Community, and the European Investment Bank. The Portfolio may
also purchase obligations of the International Bank for Reconstruction and
Development which, while technically not a U.S. Government agency or
instrumentality, has the right to borrow from the participating countries,
including the United States.
C. BANK OBLIGATIONS OR SAVINGS AND LOAN OBLIGATIONS
The Portfolios may purchase certificates of deposit, bankers' acceptances
and other debt obligations of commercial banks and certificates of deposit and
other debt obligations of savings and loan associations ("S&L's"). Certificates
of deposit are receipts from a bank or an S&L for funds deposited for a
specified period of time at a specified rate of return. Bankers' acceptance are
time drafts drawn on commercial banks by borrowers, usually in connection with
international commercial transactions. These instruments may be issued by
institutions of any size, may be of any maturity, and may be insured or
uninsured. The quality of bank or savings and loan obligations may
4
<PAGE>
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
^
OTHER INFORMATION
PART C
ITEM 24 FINANCIAL STATEMENTS AND EXHIBITS
List all financial statements and exhibits filed as part of the
Registration Statement.
(A) FINANCIAL STATEMENTS:
(1) Audited financial statements of IDEX Aggressive Growth, ^
Capital Appreciation, ^ Global, Growth, C.A.S.E., Equity-Income,
Tactical Asset Allocation, Balanced, Flexible Income, Income Plus and
Tax-Exempt Portfolios for the one-month period ended October 31, 1996
and for the fiscal year ended September 30, ^ 1996 included in the
IDEX Series Fund's ^ 1996 Annual Report to Shareholders ^ will be
incorporated by reference into the Statement of Additional
Information. ^ No financial information exists for the IDEX Value
Equity or International Equity Portfolios for the one-month period
ended October 31, 1996 or for the fiscal year ending September 30,
1996, as those Portfolios had not yet commenced operations.
(2) Financial Highlights of IDEX Aggressive Growth, Capital
Appreciation, Global, Growth, C.A.S.E., Equity- Income, Tactical Asset
Allocation, Balanced, Flexible Income, Income Plus and Tax-Exempt
Portfolios ^ are included on pages ^ 2-^ 30 of the Prospectus.
(B) EXHIBITS:
Exhibit 1 Restatement of Declaration of Trust
Exhibit 2 Bylaws, as amended
Exhibit 3 Not Applicable
Exhibit 4 Specimen Share Certificate:
(a) Class A Shares
(1) IDEX Aggressive Growth Portfolio
(2) IDEX International Equity Portfolio
^(3) IDEX Capital Appreciation Portfolio ^
^(4) IDEX Global Portfolio
^(5) IDEX Growth Portfolio ^
^(6) IDEX C.A.S.E. Portfolio 1
(7) IDEX Value Equity Portfolio
(8)^ IDEX Equity-Income Portfolio ^
^(9) IDEX Tactical Asset Allocation Portfolio 2
^(10) IDEX Balanced Portfolio ^
^(11) IDEX Flexible Income Portfolio
^(12) IDEX Income Plus Portfolio ^
^(13) IDEX Tax Exempt Portfolio 5
- --------
1 Filed previously with Post-Effective Amendment No. 20 to Registration
Statement filed on November 17, 1995 (File No. 33-2659).
2 Filed previously with Post-Effective Amendment No. 18 to Registration
Statement filed on June 30, 1995 (File No. 33-2659).
1
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(b) Class B Shares
(1) IDEX Aggressive Growth Portfolio
(2) IDEX International Equity Portfolio
(3) IDEX Capital Appreciation Portfolio
(4) IDEX Global Portfolio
(5) IDEX Growth Portfolio
(6) IDEX C.A.S.E. Portfolio 1
(7) IDEX Value Equity Portfolio
(8) IDEX Equity-Income Portfolio
(9) IDEX Tactical Asset Allocation Portfolio 2
(10) IDEX Balanced Portfolio
(11) IDEX Flexible Income Portfolio
(12) IDEX Income Plus Portfolio
(13) IDEX Tax Exempt Portfolio 2
(c) Class C Shares
(1) IDEX Aggressive Growth Portfolio
(2) IDEX International Equity Portfolio
(3) IDEX Capital Appreciation Portfolio
(4) IDEX Global Portfolio
(5) IDEX Growth Portfolio
(6) IDEX C.A.S.E. Portfolio 1
(7) IDEX Value Equity Portfolio
(8) IDEX Equity-Income Portfolio
(9) IDEX Tactical Asset Allocation Portfolio 2
(10) IDEX Balanced Portfolio
(11) IDEX Flexible Income Portfolio
(12) IDEX Income Plus Portfolio
(13) IDEX Tax Exempt Portfolio 5
(d) Class T Shares
(1) IDEX Growth Portfolio 3
Exhibit 5 (a) Management and Investment Advisory Agreement
(1) IDEX Aggressive Growth Portfolio
(2) IDEX International Equity Portfolio
(3) IDEX Capital Appreciation Portfolio
(4) IDEX Global Portfolio
(5) IDEX Growth Portfolio
(6) IDEX C.A.S.E. Portfolio 1
(7) IDEX Value Equity Portfolio
(8) IDEX Equity-Income Portfolio
(9) IDEX Tactical Asset Allocation Portfolio 2
(10) IDEX Balanced Portfolio
(11) IDEX Flexible Income Portfolio
(12) IDEX Income Plus Portfolio
(13) IDEX Tax-Exempt Portfolio
- --------
3 Filed previously with Registrant's Registration Statement filed on Form N-14
filed on June 3, 1996 (File No. 333-05113).
2
<PAGE>
(b) Investment Counsel Agreement
(1) IDEX Aggressive Growth Portfolio
(2) (i) IDEX International Equity Portfolio
(to be filed by amendment)
(ii) IDEX International Equity Portfolio
(to be filed by amendment)
(3) IDEX Capital Appreciation Portfolio
(4) IDEX Global Portfolio
(5) IDEX Growth Portfolio
(6) IDEX C.A.S.E. Portfolio 1
(7) IDEX Value Equity Portfolio
(8) IDEX Equity-Income Portfolio
(9) IDEX Tactical Asset Allocation Portfolio 2
(10) IDEX Balanced Portfolio
(11) IDEX Flexible Income Portfolio
(12) IDEX Income Plus Portfolio
(13) IDEX Tax-Exempt Portfolio
(c) Administrative Services Agreement
(1) IDEX Capital Appreciation Portfolio
(2) IDEX Global Portfolio
(3) IDEX Growth Portfolio
(4) IDEX Balanced Portfolio
(5) IDEX Flexible Income Portfolio
Exhibit 6 (a) Underwriting Agreement 1
(b) Dealer's Sales Agreement
(c) Service Agreement 1
(d) Wholesaler's Agreement 1
Exhibit 7 Trustees/Directors Deferred Compensation Plan 1
Exhibit 8 Custody Agreement 4
Exhibit 9 Transfer Agency Agreement with Idex Investor Services, Inc.
Exhibit 10 Opinion of Counsel (to be filed by amendment)
Exhibit 11 (a) Consent of Price Waterhouse LLP (to be filed by amendment)
(b) Consent of Sutherland Asbill & Brennan (to be filed
by amendment)
Exhibit 12 Not Applicable
Exhibit 13 Investment Letter from Sole Shareholder 4
Exhibit 14 (a) Model Individual Retirement Plan
(b) Model Section 403(b)(7) Plan
(c) Model 401(k) Plan
- --------
4 Filed previously with Pre-Effective Amendment No. 1 to Registration Statement
filed on March 7, 1986 (File No. 33-2659).
3
<PAGE>
Exhibit 15 (a) Plan of Distribution under Rule 12b-1 - Class A Shares
(1) IDEX Aggressive Growth Portfolio
(2) IDEX International Equity Portfolio
(3) IDEX Capital Appreciation Portfolio
(4) IDEX Global Portfolio
(5) IDEX Growth Portfolio
(6) IDEX C.A.S.E. Portfolio 1
(7) IDEX Value Equity Portfolio
(8) IDEX Equity-Income Portfolio
(9) IDEX Tactical Asset Allocation Portfolio 2
(10) IDEX Balanced Portfolio
(11) IDEX Flexible Income Portfolio
(12) IDEX Income Plus Portfolio
(13) IDEX Tax-Exempt Portfolio
(b) Plan of Distribution under Rule 12b-1 - Class B Shares
(1) IDEX Aggressive Growth Portfolio
(2) IDEX International Equity Portfolio
(3) IDEX Capital Appreciation Portfolio
(4) IDEX Global Portfolio
(5) IDEX Growth Portfolio
(6) IDEX C.A.S.E. Portfolio 1
(7) IDEX Value Equity Portfolio
(8) IDEX Equity-Income Portfolio
(9) IDEX Tactical Asset Allocation Portfolio 2
(10) IDEX Balanced Portfolio 5
(11) IDEX Flexible Income Portfolio
(12) IDEX Income Plus Portfolio
(13) IDEX Tax Exempt Portfolio
(c) Plan of Distribution under Rule 12b-1 - Class C Shares
(1) IDEX Aggressive Growth Portfolio
(2) IDEX International Equity Portfolio
(3) IDEX Capital Appreciation Portfolio
(4) IDEX Global Portfolio
(5) IDEX Growth Portfolio
(6) IDEX C.A.S.E. Portfolio 1
(7) IDEX Value Equity Portfolio
(8) IDEX Equity-Income Portfolio
(9) IDEX Tactical Asset Allocation Portfolio 2
(10) IDEX Balanced Portfolio
(11) IDEX Flexible Income Portfolio
(12) IDEX Income Plus Portfolio
(13) IDEX Tax-Exempt Portfolio
4
<PAGE>
Exhibit 16 (a) Computation of Performance Quotation
Class A Shares
(1) IDEX Aggressive Growth Portfolio 2
(2) IDEX Capital Appreciation Portfolio 2
(3) IDEX Global Portfolio 5
(4) IDEX Growth Portfolio 6
(5) IDEX C.A.S.E. Portfolio 7
(6) IDEX Equity-Income Portfolio 2
(7) IDEX Tactical Asset Allocation Portfolio 7
(8) IDEX Balanced Portfolio 2
(9) IDEX Flexible Income Portfolio 8
(10) IDEX Income Plus Portfolio 9
(11) IDEX Tax-Exempt Portfolio 9
(b) Computation of Performance Quotation
Class B Shares
(1) IDEX Aggressive Growth Portfolio ^ 7
(2) IDEX Capital Appreciation Portfolio ^ 7
(3) IDEX Global Portfolio ^ 7
(4) IDEX Growth Portfolio ^ 7
(5) IDEX C.A.S.E. Portfolio ^ 7
(6) IDEX Equity-Income Portfolio ^ 7
(7) IDEX Tactical Asset Allocation Portfolio ^ 7
(8) IDEX Balanced Portfolio ^ 7
(9) IDEX Flexible Income Portfolio ^ 7
(10) IDEX Income Plus Portfolio ^ 7
(11) IDEX Tax-Exempt Portfolio ^ 7
(c) Computation of Performance Quotation
Class C Shares
(1) IDEX Aggressive Growth Portfolio ^ 2
(2) IDEX Capital Appreciation Portfolio ^ 2
(3) IDEX Global Portfolio ^ 1
(4) IDEX Growth Portfolio ^ 1
(5) IDEX C.A.S.E. Portfolio ^ 7
(6) IDEX Equity-Income Portfolio ^ 2
(7) IDEX Tactical Asset Allocation Portfolio ^ 7
(8) IDEX Balanced Portfolio ^ 2
(9) IDEX Flexible Income Portfolio ^ 1
(10) IDEX Income Plus Portfolio ^ 1
^(11) IDEX Tax-Exempt Portfolio 1
Exhibit 18 Multiple Class Plan ^ 3
- --------
5 Filed previously with Post-Effective Amendment No. 15 to Registration
Statement filed on December 3, 1993 (File No. 33- 2659).
6 Filed previously with Post-Effective Amendment No. 14 to Registration
Statement filed on August 2, 1993 (File No. 33- 2659).
7 Filed previously with Post-Effective Amendment No. 23 to Registration
Statement filed on July 19, 1996 (File No. 33-2659).
8 Filed previously with Post-Effective Amendment No. 16 to Registration
Statement filed on October 3, 1994 (File No. 33- 2659).
9 Filed previously with Post-Effective Amendment No. 7 to Registration Statement
filed on January 17, 1992 (File No. 33- 2659).
5
<PAGE>
Exhibit 19 Powers of Attorney ^ 2
Exhibit 27(i) Financial Data Schedule for the fiscal year ended
September 30, 1996 (to be filed by amendment)
(ii) Financial Data Schedule for the one-month ended
October 31, 1996 (to be filed by amendment)
Item 25 Persons Controlled by or under Common Control with Registrant
To the knowledge of the Registrant, IDEX International Equity,
Aggressive Growth, Capital Appreciation, Global, Growth, C.A.S.E., Value Equity,
Equity-Income, Tactical Asset Allocation, Balanced, Flexible Income, Income Plus
and Tax-Exempt Portfolios are not controlled by or under common control with any
other person. The Registrant has no subsidiaries.
ITEM 26 NUMBER OF HOLDERS OF SECURITIES
The number of record holders of shares of beneficial interest of the
Registrant as of ^_______________, was as follows:
Title of Class A Shares Number of Record Holders
Shares of Beneficial Interest
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 ^_____
Title of Class B Shares Number of Record Holders
Shares of Beneficial Interest
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 ^_____
Title of Class C Shares Number of Record Holders
Shares of Beneficial Interest
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 ^_____
6
<PAGE>
Title of Class T Shares Number of Record Holders
Shares of Beneficial Interest
IDEX Growth Portfolio ^_____
ITEM 27 INDEMNIFICATION
Provisions relating to indemnification of the Registrant's Trustees and
employees are included in Registrant's Restatement of Declaration of Trust and
Bylaws which are incorporated herein by reference.
ITEM 28 BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISERS
(a). ^ Capital Appreciation, Global, Growth, Balanced and Flexible Income
Portfolios
The only business of Idex Management, Inc. ("IMI") is to serve as the
investment adviser of ^ Capital Appreciation, Global, Growth, Balanced and
Flexible Income Portfolios of IDEX Series Fund.
Janus Capital Corporation ("Janus Capital") serves as sub-adviser to
certain portfolios in the IDEX ^ Series Fund and as investment adviser to each
portfolio of Janus Investment Fund and Janus Aspen Series and as adviser or
sub-adviser to several other mutual funds and private and retirement accounts.
Janus Capital also serves as sub-adviser to certain portfolios of the WRL Series
Fund, Inc. Thomas H. Bailey, Chairman and President of Janus Capital and
Chairman of the Board of Directors of Idex Management, Inc., has no business,
profession, vocation or employment of a substantial nature other than his
positions with Idex Management, Inc., Janus Investment Fund, Janus Aspen Series
and Janus Capital. Steven R. Goodbarn, Vice President of Finance, Treasurer and
Chief Financial Officer of Janus Capital, Treasurer and Chief Financial Officer
of Janus Investment Fund and Janus Aspen Series and Director of Idex Management,
Inc., has no substantial business, profession, vocation or employment other than
his positions with Janus Capital, Janus Investment Fund, Janus Aspen Series and
Idex Management, Inc. James P. Craig, James P. Goff, Scott W. Schoelzel, Ronald
V. Speaker and Helen Y. Hayes are Vice Presidents of Janus Capital, and have no
substantial business, profession, vocation or employment other than their
positions with Janus Capital, Janus Investment Fund and Janus Aspen Series.
David C. Tucker is Vice President, Secretary and General Counsel of Janus
Capital, and Vice President and General Counsel of Janus Investment Fund and
Janus Aspen Series; he has no substantial business, profession, vocation or
employment other than his positions with Janus Capital, Janus Investment Fund
and Janus Aspen Series. Michael N. Stolper, a director of Janus Capital, is
President of Stolper & Company, Inc., 525 "B" Street, Suite 1080, San Diego, CA
92101, an investment performance consultant. Michael E. Herman, a director of
Janus Capital, is Chairman of the Finance Committee of Ewing Marion Kauffman
Foundation, 4900 Oak, Kansas City, MO 64112. Thomas A. McDonnell, a director of
Janus Capital, is President, Chief Executive Officer and a director of DST
Systems, Inc., 1004 Baltimore Avenue, Kansas City, MO 64105, a provider of data
processing and recordkeeping services for various mutual funds (including the
IDEX Funds), and Executive Vice President and a director of Kansas City Southern
Industries, Inc., 114 W. 11th Street, Kansas City, MO, 64105, a publicly traded
holding company whose primary subsidiaries are engaged in transportation,
information processing and financial services. The only business, professions,
vocations or employments of a substantial nature of Messrs. Kenney, Hurley,
Moriarty, Geiger, Franz and Ms. Ferrell, the remaining officers and directors of
Idex Management, Inc., are described under "Trustees and Officers" in the
Statement of Additional Information included in this Registration Statement.
(b). ^ Aggressive Growth, International Equity, C.A.S.E., Value Equity,
Equity-Income, Tactical Asset Allocation ^, Income Plus and Tax-Exempt
Portfolios
InterSecurities, Inc. ("ISI") serves as investment adviser to IDEX
Tax-Exempt Portfolio, IDEX Income Plus Portfolio, IDEX Aggressive Growth
Portfolio, IDEX Equity-Income Portfolio, IDEX Tactical Asset Allocation
Portfolio and IDEX C.A.S.E. Portfolio, and serves as principal underwriter to
the Fund. ISI is also a registered broker-dealer engaged in the retail brokerage
of securities. The only business, professions, vocations or employments of a
substantial nature of Messrs. Kenney, Hurley, Moriarty, Geiger and Franz,
officers and directors of ISI, are described under "Trustees and Officers" in
the Statement of Additional Information included in this Registration Statement.
In addition, the following describes the principal occupations of other officers
and directors of ISI: J. Will Paull, a Director of ISI, is Chairman, President
and Chief Executive Officer of Associated Mariner Financial Group, 17199 N.
Laurel Park Drive, Ste. 100, Livonia, MI 48152-3908, a Financial Holding Company
whose primary subsidiaries are engaged in insurance and financial services; ^
William G. Cummings, Vice President
7
<PAGE>
of ISI, is also Vice President of Associated Mariner Financial Group; Kristy L.
Dowd is a Vice President of ISI; Ronald L. Hall is a Vice President of ISI;
Gerald P. Kirk is a Vice President of ISI; Gordon E. Hippner is a Vice President
of ISI; Cynthia L. Remley, Vice President and Assistant Secretary of ISI, is
also Vice President of Western Reserve Life and Assistant Secretary of Idex
Investor Services, Inc.^; Stanley R. Orr, Vice President of ISI, is also Vice
President of Western Reserve Life; Terry L. Garvin, Vice President of ISI, is
also a Vice President of Western Reserve Life.
^* * *
Fred Alger Management, Inc. ("Alger Management"), sub-adviser to the
Aggressive Growth Portfolio, is a wholly owned subsidiary of Fred Alger &
Company, Incorporated ("Alger, Inc.") which in turn is a wholly-owned subsidiary
of Alger Associates, Inc., a financial services holding company. Alger
Management is generally engaged in rendering investment advisory services to
mutual funds, institutions and, to a lesser extent, individuals.
Fred M. Alger III serves as Chairman of the Board of Alger Associates, Inc.
("Associates"), Alger Management, Alger, Inc., Alger Properties, Inc.
("Properties"), Alger Shareholder Services, Inc. ("Services"), Alger Life
Insurance Agency, Inc. ("Agency") and Analysts Resources, Inc. David D. Alger
serves as President and Director of Associates, Alger Management, Alger Inc.,
Properties, Services and Agency; and Executive Vice President and Director of
Analysts Resources, Inc. Gregory S. Duch serves as Executive Vice President,
Treasurer and Director of Alger Management and Properties; and Executive Vice
President and Treasurer of Associates, Alger Inc., Analysts Resources, Inc.,
Services and Agency. Mary Marsden-Cochran serves as Secretary of Associates,
Alger Management, Alger Inc., Properties, Analysts Resources, Inc., Services and
Agency. The principal business address of each of the companies listed above,
other than Alger, Inc., is 75 Maiden Lane, New York, NY 10038. The principal
business address of Alger, Inc. is 30 Montgomery Street, Jersey City, NJ 07302.
* * *
Scottish Equitable Investment Management Limited ("Scottish Equitable"),
incorporated in Scotland, United Kingdom, serves as ^ sub-adviser to the ^
International Equity Portfolio. William W. Stewart is Chairman of the Board and
Executive Director, Strategy; Otto Thoresen is Director, International Business;
Niall A.M. Franklin is Finance Director; Russell Hogan is Director and Chief
Investment Officer; Roy Patrick is Director and Secretary; Paul N. Ritchie is
Director and Investment Administration Manager. The principal address of
Scottish Equitable is Edinburgh Park, Edinburgh EH129SE, Scotland.
GE Investment Management Incorporated ("GEIM"), a Delaware corporation, is
a wholly-owned subsidiary of General Electric Company and a registered
investment adviser ^ under the Investment Advisers Act of 1940, as amended.
^ GEIM serves as sub-adviser to the International Equity Portfolio. Dale F.
Frey is Chairman, CEO and President; Michael J. Cosgrove, Ralph R. Layman, John
H. Myers, Eugene K. Bolton and Geoffrey R. Norman are Executive Vice Presidents;
Alan M. Lewis is Executive Vice President, General Counsel and Secretary; Donald
W. Torey is Executive ^ Vice President and ^ CFO. The principal address of GEIM
is 3003 Summer Street, Stamford, CT 06905.
* * *
C.A.S.E. Management, Inc. ("C.A.S.E".), sub-adviser to the C.A.S.E.
Portfolio, is a registered investment advisory firm and a wholly-owned
subsidiary of C.A.S.E., Inc. C.A.S.E., Inc. is indirectly controlled by William
Edward Lange, President and Chief Executive Officer of C.A.S.E. C.A.S.E.
provides investment management services to financial institutions, high net
worth individuals, and other professional money managers.
William E. Lange is the President, Chief Executive Officer and Founder;
John E.D. de la V. Browne, Senior Vice President; Robert G. Errigo, Executive
Vice President; John Gordon, Senior Vice President; Bruce H. Jordan, Senior Vice
President; and James M. LaBonte, Chief Operating Officer. Officers of C.A.S.E.
have no other business, professions, vocations or employments of a substantial
nature. The business address of each of the officers is 2255 Glades Road, Suite
221-A, Boca Raton, FL 33431.
* * *
8
<PAGE>
NWQ Investment Management Company, Inc. ("NWQ") is a Massachusetts
corporation and is a wholly-owned subsidiary of United Asset Management
Corporation. NWQ provides investment advice to individuals, pension funds,
profit sharing funds, charitable institutions, educational institutions, trust
accounts, corporations, insurance companies, municipalities and governmental
agencies.
NWQ, sub-adviser to the Value Equity Portfolio, is located at 655 Hope
Street, 11th Floor, Los Angeles, CA 90017. David A. Polak is President, Director
& Chief Investment Officer; Edward C. Friedel, Jr. is Director & Managing
Director; James H. Galbreath (Denver) is Director & Managing Director; Mary-Gene
Slaven is Secretary/Treasurer & Managing Director; James P. Owen is Managing
Director; Michael C. Mendez (Scottsdale, AZ) is Managing Director; Phyllis G.
Thomas is Managing Director; Thomas J. Laird is Managing Director; Jon D. Bosse
is Managing Director; Justin T. Clifford is Managing Director; Louis T. Chambers
(Atlanta, GA), Jeffrey M. Cohen, Paul R. Guastamacchio, Ronald R. Halverson
(Minneapolis, MN), Karen S. McCue, Martin Pollack and Ronald R. Sternal
(Minneapolis, MN) are Vice Presidents.
* * *
Luther King Capital Management Corporation ("Luther King"), sub-adviser to
the Equity-Income Portfolio, is a registered investment adviser providing
investment management services. Luther King also provides investment management
services to individual and institutional investors on a private basis. J. Luther
King, Jr., President of Luther King, Paul W. Greenwell, Steven R. Purvis, Robert
M. Holt, Jr., Scot C. Hollmann, David L. Dowler, Donald R. Andrews, Joan M.
Maynard, Scott M. Kleberg and Barbara S. Garcia, officers of Luther King, have
no substantial business, profession, vocation or employment other than their
positions with Luther King.
* * *
Dean Investment Associates ("Dean Investment"), a division of C.H. Dean and
Associates, Inc., sub-adviser to the Tactical Asset Allocation Portfolio, is a
registered investment adviser providing investment management services. Dean
Investment became a registered investment adviser on March 11, 1974. C.H. Dean
and Associates, Inc. was incorporated as an Ohio corporation on March 28, 1975.
Chauncey H. Dean is the Chairman and Chief Executive Officer; Dennis D.
Dean is President; Frank H. Scott is Senior Vice President; John C. Riazzi is
Vice President and Director of Consulting Services; Robert D. Dean is Vice
President and Director of Research; Richard M. Luthman is Senior Vice President;
Darrell N. Fulton is Vice President of Information Systems. The business address
of each of the officers of Dean Investment is 2480 Kettering Tower, Dayton, OH
45423-2480.
* * *
AEGON USA Investment Management, Inc. ("AEGON Management"), is an Iowa
Corporation which was incorporated on April 12, 1989. AEGON Management became a
registered investment adviser on March 16, 1992 and has assumed all of the
investment advisory functions of AEGON USA Securities, Inc. ("AEGON
Securities"). AEGON Management and AEGON Securities are wholly-owned
subsidiaries of AUSA Holding Company, which is a wholly-owned subsidiary of
AEGON USA, Inc.
AEGON Management serves as sub-adviser to Tax-Exempt and Income Plus
Portfolios. Patrick E. Falconio, President, Director and Chairman of the Board
of AEGON Management, is also Executive Vice President and Chief Investment
Officer of AEGON USA, Inc.; Senior Vice President and Director of AUSA Holding
Company and Senior Vice President and Chief Investment Officer of AUSA Life
Insurance Company, Inc. Mr. Falconio is also currently an officer and/or a
director of other AEGON affiliates. Brenda K. Clancy, Director of AEGON
Management, is also Vice President and Controller of AEGON USA, Inc. Ms. Clancy
is also currently an officer and/or director of other AEGON affiliates. Craig D.
Vermie, Director of AEGON Management, is also Secretary of AUSA Life Insurance
Company, Inc. and Vice President and General Counsel of AEGON USA, Inc. Mr.
Vermie is also currently an officer and/or a director of other AEGON affiliates.
Donald E. Flynn, Executive Vice President of AEGON Management is also a Vice
President of AUSA Life Insurance Company, Inc. Mr. Flynn is also currently an
officer and/or director of other AEGON affiliates. Donald W. Chamberlain, is an
Executive Vice President of AEGON Management; James D. Ross is an Executive Vice
President of AEGON Management; Clifford A. Sheets is an Executive Vice President
of AEGON Management; Ralph M. O'Brien, a Senior Vice President of AEGON
Management, is also a Vice President of AUSA Life Insurance Company, Inc. Mr.
O'Brien is also currently an officer and/or a director of other AEGON
affiliates. Michael Van Meter is a Senior Vice President of AEGON Management;
David R. Halfpap is a Senior
9
<PAGE>
Vice President of AEGON Management and a Vice President of AUSA Life Insurance
Company, Inc. Mr. Halfpap is also currently an officer and/or a director of
other AEGON affiliates. Robert L. Hansen is Vice President of AEGON Management
and Vice President of AUSA Life Insurance Company, Inc.; Jon D. Kettering is
Vice President and Treasurer of AEGON Management and Vice President of AUSA Life
Insurance Company, Inc.; Gregory W. Theobald, Vice President and Secretary of
AEGON Management, is also Vice President and Asst. Secretary of AUSA Life
Insurance Company, Inc. Mr. Theobald is also currently an officer and/or a
director of other AEGON affiliates. Drew E. Washburn, Kenneth M. Certain, Rachel
A. Dennis, Michael N. Meese, Frederick A. Sabetta, Steven P. Opp, David M.
Carney and Lewis O. Funkhouser are Vice Presidents of AEGON Management. James E.
Fine, Brad J. Beman, Thomas E. Myers and Mary T. Pech are Assistant Vice
Presidents of AEGON Management. Robert S. Jett is Assistant Secretary of AEGON
Management.
* * *
ITEM 29 PRINCIPAL UNDERWRITER
InterSecurities, Inc.
(a) The Registrant has entered into an Underwriting Agreement with
InterSecurities, Inc. ("ISI"), whose address is P.O. Box 9053, Clearwater, FL
34618-9053, to act as the principal underwriter of Fund shares.
(b) Directors and Officers of Principal Underwriter
Name Positions and Offices Positions and Offices
with Underwriter with Registrant
John R. Kenney Chairman and Director Chairman and Trustee
G. John Hurley President, Chief President, Chief Executive
Executive Officer and Officer and Trustee
Director
J. Will Paull Director N/A
William H. Geiger Director and Secretary Vice President and Assistant
Secretary
Thomas R. Moriarty Senior Vice President Senior Vice President
Ronald L. Hall Vice President, Sales Senior Vice President, Sales
and Marketing and Marketing
Kristy L. Dowd ^ Vice President N/A
Becky A. Ferrell Assistant Vice Vice President, Counsel
President, Counsel and and Secretary
Assistant Secretary
Richard B. Franz II Treasurer Treasurer
Christopher G. Roetzer Assistant Vice President Assistant Vice President and
Principal Accounting Officer
Cynthia L. Remley Vice President, Counsel N/A
and Assistant Secretary
Terry L. Garvin Vice President N/A
Gordon E. Hippner Vice President N/A
Gerard P. Kirk Vice President N/A
^
10
<PAGE>
Stanley R. Orr Vice President N/A
William G. Cummings Vice President N/A
Pamela C. Dils Assistant Vice President N/A
and Assistant Secretary
^ Diane Rogers Assistant Vice President N/A
^
Ronald ^ T. Klimas Assistant Vice President N/A
Russell W. Crooks Assistant Vice President N/A
Greg Limardi Assistant Vice President N/A
^ Christine M. Goodwin Assistant Vice President N/A
Stuart Walsky Assistant Vice President N/A
Laura Schneider Assistant Secretary N/A
ITEM 30 LOCATION OF ACCOUNTS AND RECORDS
The accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act and the rules promulgated thereunder are
maintained as follows:
(a) Shareholder records are maintained by the Registrant's transfer
agent, Idex Investor Services, Inc., P. O. Box 9015, Clearwater, FL
34618-9015.
(b) All other accounting records of the Registrant are maintained at
the offices of the Registrant at 201 Highland Avenue, Largo, FL, 33770-2957
or 33 N. Garden Avenue, Suites 1000 & 1100, Clearwater, FL 34615, and are
in the physical possession of the officers of the Fund, or at the offices
of the Custodian, Investors Fiduciary Trust Company, 127 West 10th Street,
Kansas City, MO 64105.
ITEM 31 MANAGEMENT SERVICES
The Registrant has no management-related service contract which is not
discussed in Part I of this form. See the section of the Prospectus entitled
"Investment Advisory and Other Services" for a discussion of the management and
advisory services furnished by ^ IMI, ISI, Alger Management, Scottish Equitable,
GEIM, Janus Capital, C.A.S.E., NWQ, Luther King, Dean Investment and AEGON
Management pursuant to the Management and Investment Advisory Agreements, the
Investment Counsel Agreements, the Administrative Services Agreements and the
Underwriting Agreement.
ITEM 32 UNDERTAKINGS
(a) Not applicable
(b) ^ Registrant hereby undertakes to file a Post-Effective Amendment
including the financial statements of IDEX Value Equity and International Equity
Portfolios, which need not be certified, within four to six months after the
effective date of this Post-Effective Amendment to the Registration Statement.
(c) Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of its latest annual report to shareholders,
upon request and without charge.
11
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment to its Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Largo and
State of Florida, on the 18th day of July, 1996.
IDEX Series Fund
By: /s/ G. JOHN HURLEY
----------------------
G. John Hurley
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933 and Investment
Company Act of 1940, this Post-Effective Amendment to its Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated:
/s/ John R. Kenney Chairman and Trustee July 18, 1996
- -------------------------------
John R. Kenney
/s/ G. John Hurley President and Trustee July 18, 1996
- -------------------------------
G. John Hurley (Principal Executive Officer)
/s/ Richard B. Franz II Treasurer July 18, 1996
- -------------------------------
Richard B. Franz II
/s/ Christopher G. Roetzer Assistant Vice President and July 18, 1996
- ---------------------------
Christopher G. Roetzer Principal Accounting Officer
/s/ Peter R. Brown * Trustee July 18, 1996
- -------------------------------
Peter R. Brown *
/s/ Daniel Calabria* Trustee July 18, 1996
- ----------------------------------
Daniel Calabria *
/s/ James L. Churchill * Trustee July 18, 1996
- ------------------------------
James L. Churchill *
1
<PAGE>
/s/ Charles C. Harris * Trustee July 18, 1996
- -------------------------------
Charles C. Harris*
/s/ Julian A. Lerner* Trustee July 18, 1996
- ----------------------------------
Julian A. Lerner *
/s/ William W. Short, Jr. * Trustee July 18, 1996
- ----------------------------
William W. Short, Jr. *
/s/ Jack E. Zimmerman * Trustee July 18, 1996
- --------------------------
Jack E. Zimmerman *
/s/ G. JOHN HURLEY
- -------------------------
*Signed by G. John Hurley
Attorney in Fact
2
IDEX II SERIES FUND
WRITTEN INSTRUMENT
Pursuant to Section 9.2 of Article IX of the Restatement of Declaration of
Trust dated as of August 30, 1991 ("Declaration of Trust") of IDEX II Series
Fund (the "Fund"), the Trustees have authority to amend the Declaration of Trust
for the purpose of changing the name of the Fund.
The undersigned, constituting a majority of the Trustees of the Fund,
including a majority of the Trustees who are not interested persons of the Fund,
do hereby acknowledge that the following resolutions were adopted at a meeting
of the Board of Trustees of the Fund duly called and held on May 22, 1996, and
do hereby acknowledge that this Written Instrument effects and evidences an
amendment to the Declaration of Trust reflecting that the name of the Fund known
as "IDEX II Series Fund" shall be changed to "IDEX Series Fund," effective
September 20, 1996.
WHEREAS, pursuant to Section 9.2 of Article IX of Fund II's Declaration of
Trust, the Trustees have the authority to amend the Declaration of Trust of
Fund II for the purpose of changing the name of Fund II;
WHEREAS, the Board of Trustees desires to change the name of Fund II from
"IDEX II Series Fund" to "IDEX Series Fund"; and
WHEREAS, it is presently contemplated that the name change of IDEX II
Series Fund to IDEX Series Fund will become effective upon the closing date
of and is subject to the closing of the Reorganization;
NOW THEREFORE BE IT
RESOLVED, that the name of Fund II be changed to "IDEX Series Fund", or
such other name as the officers of Fund II shall determine, by execution of
an instrument in accordance with Section 9.2 of Article IX of the
Declaration of Trust of Fund II, such instrument to be made effective upon
the closing date of and subject to the closing of the Reorganization; and
FURTHER RESOLVED, that the appropriate officers shall be, and they hereby
are, authorized and directed to take all steps necessary and appropriate to
accomplish and effectuate the change of name of Fund II.
The undersigned agree and consent that this Written Instrument may be
executed in counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
Dated as of September 20, 1996.
/s/ /s/
_____________________________ _____________________________
John R. Kenney Peter R. Brown
/s/ /s/
_____________________________ _____________________________
James L. Churchill G. John Hurley
/s/ /s/
_____________________________ _____________________________
William W. Short, Jr. Daniel Calabria
/s/ /s/
_____________________________ _____________________________
Charles C. Harris Jack E. Zimmerman
/s/
_____________________________
Julian A. Lerner
<PAGE>
IDEX II SERIES FUND
CERTIFICATE
Pursuant to Section 2.1.(y) of Article II of the Restatement of Declaration
of Trust dated as of August 30, 1991 ("Declaration of Trust") of the IDEX II
Series Fund (the "Fund"), the Trustees have authority to establish separate and
distinct Series of the Fund with separately defined investment objectives and
policies and distinct investment purposes, with such rights and preferences as
are set forth in Article V of the Fund's Declaration of Trust. Pursuant to
Section 2.1.(z) of Article II of the Declaration of Trust, the Trustees have
authority to allocate assets, liabilities and expenses of the Fund to a
particular series and liabilities and expenses to a particular Class thereof, or
to apportion the same among two of more Series or Classes, as applicable,
provided that any liabilities or expenses incurred by a particular Series or
Class shall be payable solely by that Series or Class as set forth in Article V
of the Fund's Declaration of Trust. The undersigned, constituting a majority of
the Trustees of the Fund, including a majority of the Trustees who are not
interested persons of the Fund, do hereby acknowledge that the following
resolutions were adopted at a meeting of the Trustees duly called and held on
September 19, 1994, and do hereby acknowledge that this Certificate effects and
evidences an amendment to the Declaration of Trust reflecting the establishment
of such Series and Classes, pursuant to Section 9.2.(b) of Article IX of the
Declaration of Trust. WHEREAS, the Board of Trustees desires to establish four
new portfolios of the IDEX II Series Fund (the "Fund"); and
WHEREAS, the Fund is a Massachusetts business trust; and
WHEREAS, the Trustees have authority to issue shares of IDEX II Balanced
Portfolio, IDEX II Mid-Cap Portfolio, IDEX II Aggressive Growth Portfolio
and IDEX II Equity-Income Portfolio (individually, the "Portfolio" and
collectively, the "Portfolios"), with such rights and preferences as are
set forth in the Fund's Declaration of Trust;
NOW THEREFORE BE IT,
RESOLVED, that four new series of the Fund be, and they hereby are,
established and designated, to be known as IDEX II Balanced Portfolio, IDEX
II Mid-Cap Portfolio, IDEX II Aggressive Growth Portfolio and IDEX II
Equity-Income Portfolio (or by such other names as the officers of the Fund
shall determine, subject to ratification by the Board of Trustees),
respectively; and
FURTHER RESOLVED, that the principal investment objectives of the four new
Portfolios shall be substantially those investment objectives as presented
to the Trustees for each such Portfolio at this meeting; and
<PAGE>
FURTHER RESOLVED, that the appropriate officers of the Fund be, and they
hereby are, authorized and directed to take all steps necessary and
appropriate to accomplish and effectuate the establishment of such new
series; and
FURTHER RESOLVED, that the appropriate officers of the Fund be, and they
hereby are, authorized and directed to file with the Commonwealth of
Massachusetts on behalf of IDEX II Series Fund, a Certificate for the
creation of such new series of IDEX II Series Fund.
WHEREAS, the Fund has established a multiple class distribution structure
pursuant to an Exemptive Order issued by the Securities and Exchange
Commission on September 30, 1993;
WHEREAS, the Trustees have determined that the application of such multiple
class distribution structure to the Portfolios is in the best interests of
each Portfolio and its shareholders;
NOW THEREFORE BE IT,
RESOLVED, that an unlimited number of shares of beneficial interest of each
Portfolio be, and they hereby are, established as Class A Shares;
FURTHER RESOLVED, that an unlimited number of shares of beneficial interest
of each Portfolio be, and they hereby are, established as Class C Shares;
FURTHER RESOLVED, that the Class A and C Shares of each Portfolio shall
have the same rights, preferences, voting powers, restrictions, limitations
as to dividends, qualifications, and terms and conditions of redemption,
except as follows:
(1) Expenses related to the distributions of each class of shares shall be
borne solely by such class;
(2) The bearing of such expenses solely by shares of each class shall be
appropriately reflected (in the manner determined by the Board of Trustees) in
the net asset value, dividend, distribution and liquidation rights of the shares
of such class;
(3) The Class C Shares shall not be subject to a front-end sales charge,
while the Class A shares shall be subject to a front-end sales charge as set
forth below:
Amount of Purchase Sales Charge as % of Offering
Less than $25,000.............................................5.50%
$25,000 but less than $50,000.................................5.00%
$50,000 but less than $75,000.................................4.50%
$75,000 but less than $100,000................................4.00%
$100,000 but less than $250,000...............................3.25%
$250,000 but less than $500,000...............................2.00%
$500,000 but less than $1,000,000.............................1.00%
$1,000,000 or more............................................0.00%
(4) The Class A and Class C Shares of each Portfolio shall be subject to
fees pursuant to Rule 12b-1 under the 1940 Act as set forth in the Class A and
Class C Plans of Distribution attached hereto as Exhibits G and H, respectively;
and
(5) Unless otherwise expressly provided in the Restatement of Declaration
of Trust of the Fund, on each matter submitted to a vote of shareholders of a
Portfolio of the Fund, each holder of a
<PAGE>
share shall be entitled to one vote for each share outstanding in such holder's
name on the books of the respective Portfolio, irrespective of the class or
series thereof, and all shares of all classes and series shall vote together as
a single, class, provided, however, that
(a) as to any matter with respect to which a separate vote of any
class or series is required by the 1940 Act, or any rules, regulations or
orders issued thereunder, such requirement as to a separate vote by that
class or series shall apply in lieu of a general vote of all classes and
series as described below;
(b) in the event that the separate vote requirements referred to in
(a) above apply with respect to one or more classes or series, then subject
to paragraph (c) below, the share of all other classes and series not
entitled to a separate vote shall vote together as a single class; and
(c) as to any matter which in the judgement of the Board of Trustees
(which shall be conclusive) does not affect the interest of a particular
class or series, such class or series shall not be entitled to any vote and
only the holders of shares of the one or more affected classes and series
shall be entitled to vote;
FURTHER RESOLVED, that all shares of each particular class of a Portfolio
shall represent an equal proportionate interest in that class and each
share of any particular class shall be equal to each other share of the
class of that Portfolio, as applicable;
FURTHER RESOLVED, that the net asset value of the respective Class A and
Class C Shares of each Portfolio shall be determined the same time each
business day;
FURTHER RESOLVED, that the appropriate officers of the Fund be, and they
hereby are, authorized and directed to take such action as they deem
necessary or appropriate to carry out the intent and accomplish the
purposes of the foregoing resolutions and to implement those resolutions.
The undersigned agree and consent to this Certificate being executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Dated this day, November 8, 1994.
/s/ /s/
_____________________________ _____________________________
John R. Kenney Peter R. Brown
/s/ /s/
_____________________________ _____________________________
James L. Churchill G. John Hurley
/s/ /s/
_____________________________ _____________________________
William W. Short, Jr. Truman H. Sims
/s/ /s/
_____________________________ _____________________________
Charles C. Harris Jack E. Zimmerman
<PAGE>
IDEX II SERIES FUND
RESTATEMENT OF
DECLARATION OF TRUST
DATED JANUARY 7, 1986
This restatement is as of August 30, 1991. It sets forth the Declaration of
Trust dated January 7, 1986 and reflects the amendments approved by shareholders
on April 16, 1991.
<PAGE>
Table of Contents
Page
ARTICLE I -- NAME AND DEFINITIONS.............................................2
Section 1.1 Name ....................................2
Section 1.2 Definitions..................................2
ARTICLE II -- TRUSTEES ....................................3
Section 2.1 Powers..............................................3
Section 2.2 Legal Title.........................................8
Section 2.3 Number of Trustees;
Term of Office....................................8
Section 2.4 Qualification of Trustees...........................9
Section 2.5 Election of Trustees................................9
Section 2.6 Resignation and Removal.............................9
Section 2.7 Vacancies...........................................9
Section 2.8 Committees; Delegation.............................10
Section 2.9 Action Without a Meeting;
Participation by Conference
Telephone........................................11
Section 2.10 By-Laws............................................11
Section 2.11 No Bond Required...................................11
Section 2.12 Reliance on Experts, Etc...........................11
ARTICLE III -- CONTRACTS ..........................................12
Section 3.1 Distribution Contract..............................12
Section 3.2 Advisory or Management
Contract.........................................12
Section 3.3 Affiliations of Trustees or
Officers, Etc....................................12
ARTICLE IV -- LIMITATION OF LIABILITY;
INDEMNIFICATION...................................13
Section 4.1 No Personal Liability of Share-
holders, Trustees, Etc...........................13
Section 4.2 Execution of Documents; Notice;
Apparent Authority...............................13
Section 4.3 Indemnification of Trustees,
Officers, Etc....................................14
Section 4.4 Indemnification of Shareholders....................15
ARTICLE V -- SHARES OF BENEFICIAL INTEREST...................................15
Section 5.1 Beneficial Interest................................15
Section 5.2 Rights of Shareholders.............................15
Section 5.3 Trust Only.........................................16
i
<PAGE>
Section 5.4 Issuance of Shares.................................16
Section 5.4.1 General............................................16
Section 5.4.2 Price..............................................16
Section 5.4.3 On Merger or Consolidation.........................17
Section 5.4.4 Fractional Shares..................................17
Section 5.5 Series or Class....................................17
Section 5.5.1 Establishment of Series
or Class.......................................17
Section 5.5.2 Assets and Liabilities
of Series......................................17
Section 5.6 Register of Shares.................................18
Section 5.7 Share Certificates.................................18
Section 5.7.1 General............................................18
Section 5.7.2 Loss of Certificates...............................19
Section 5.7.3 Issuance of New Certificates
to Pledgee.....................................19
Section 5.7.4 Discontinuance of Issuance
of Certificates................................19
Section 5.8 Transfer of Shares.................................19
Section 5.9 Voting Powers......................................19
Section 5.10 Meetings of Shareholders...........................20
Section 5.11 Action Without a Meeting...........................20
ARTICLE VI -- REDEMPTION AND REPURCHASE OF SHARES............................20
Section 6.1 Redemption of Shares...............................20
Section 6.2 Price ..........................................21
Section 6.3 Payment............................................21
Section 6.4 Effect of Suspension of Right
of Redemption..................................21
Section 6.5 Repurchase by Agreement............................21
Section 6.6 Suspension of Right of
Redemption.....................................22
Section 6.7 Involuntary Redemption of
Shares; Disclosure of Holding..................22
ARTICLE VII -- DETERMINATION OF NET ASSET VALUE;
DISTRIBUTIONS....................................23
Section 7.1 By Whom Determined.................................23
Section 7.2 When Determined....................................23
Section 7.3 Computation of Per Share Net
Asset Value....................................23
Section 7.3.1 Net Asset Value Per Share..........................23
Section 7.3.2 Value of the Net Assets
of the Trust...................................23
ii
<PAGE>
Section 7.4 Interim Determinations.............................25
Section 7.5 Outstanding Shares.................................25
Section 7.6 Distributions to Shareholders......................25
Section 7.7 Power to Modify Foregoing
Procedures.....................................26
ARTICLE VIII -- CUSTODIAN....................................................26
Section 8.1 Appointment and Duties.............................26
Section 8.2 Action Upon Termination of
Custodian Agreement......................27
Section 8.3 Central Certificate System, Etc....................27
Section 8.4 Acceptance of Receipts in Lieu
of Certificates................................27
ARTICLE IX -- DURATION; TERMINATION OF TRUST;
AMENDMENT; MERGERS; OFFICES, ETC.............................28
Section 9.1 Duration and Termination...........................28
Section 9.2 Amendment Procedure................................29
Section 9.3 Merger, Consolidation and
Sale of Assets...........................29
Section 9.4 Incorporation......................................29
Section 9.5 Principal Office...................................30
Section 9.6 Registered Office..................................30
Section 9.7 Other Offices......................................30
ARTICLE X -- REPORTS TO SHAREHOLDERS.........................................30
ARTICLE XI -- MISCELLANEOUS..................................................31
Section 11.1 Filing ..........................................31
Section 11.2 Governing Law......................................31
Section 11.3 Counterparts.......................................31
Section 11.4 Reliance by Third Parties..........................31
Section 11.5 Provisions in Conflict with
Law or Regulations...............................31
Section 11.6 Section Headings; Interpretation...................32
iii
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RESTATEMENT OF
DECLARATION OF TRUST
OF
IDEX II SERIES FUND
RESTATEMENT OF DECLARATION OF TRUST made this 30th day of August, 1991 by Peter
R. Brown, James L. Churchill, G. John Hurley, John R. Kenney, Robert F. McGrath,
William W. Short, Jr., Truman H. Sims and Jack E. Zimmerman ("Trustees").
WHEREAS, the Trustees desire to establish a trust for the investment and
reinvestment of funds contributed thereto; and
WHEREAS, the Trustees desire that the beneficial interest in the trust
assets be divided in transferable shares of beneficial interest, as
hereinafter provided;
NOW, THEREFORE, the Trustees hereby declare that all money and property
contributed to the trust established hereunder and all proceeds thereof
shall be held and managed in trust for the benefit of the holders, from
time to time, of the shares of beneficial interest issued hereunder and
subject to the provisions hereof.
<PAGE>
ARTICLE I
NAME AND DEFINITIONS
Section 1.1. Name. The name of the trust is "IDEX II SERIES FUND", and as
far as may be practicable the Trustees shall conduct the business and activities
of the trust created hereby and execute all documents and take all actions under
that name or any other name they may from time to time determine, which name
(and the word "Trust" whenever used in the Declaration, except where the context
requires otherwise) shall refer to the Trustees in their capacity as Trustees,
and not individually or personally and shall not refer to the officers, agents,
employees or shareholders of the trust created hereby or of such Trustees.
Section 1.2. Definitions. Wherever they are used herein, the following
terms have the following meanings:
"Affiliated Person" shall have the meaning set forth in Section 2(a)(3) of
the 1940 Act.
"By-Laws" shall mean the By-Laws, if any, adopted pursuant to Section 2.10
hereof, as from time to time amended.
"Class" shall mean the Class of Shares of a Series of the Trust established
in accordance with the provisions of Article V hereof.
"Commission" shall mean the Securities and Exchange Commission.
"Custodian" shall mean any Person other than the Trustees who has custody
of any Trust Property as required by Section 17(f) of the 1940 Act.
"Declaration" shall mean this Declaration of Trust as amended from time to
time.
Distributor shall have the meaning set forth in Section 3.1 hereof.
"Interested Person" shall have the meaning set forth in Section 2(a)(19) of
the 1940 Act.
"Investment Adviser" shall have the meaning set forth in Section 3.2
hereof.
"Investment Sub-Adviser" shall have the meaning set forth in Section 3.2
hereof.
"Majority Shareholder Vote" shall mean the vote of a majority of the
outstanding voting securities, as defined in Section 2(a)(42) of the 1940 Act.
"1940 Act" shall mean the Investment Company Act of 1940, as amended, from
time to time.
"Person" shall mean an individual, a company, a corporation, partnership,
trust or association, a joint venture, an organization, a business, a firm or
other entity, whether or not a legal entity, or a country, state, municipality
or other political subdivision or any governmental agency or instrumentality.
"Principal Underwriter" shall have the meaning set forth in Section
2(a)(29) of the 1940 Act.
"Series" shall mean the Series of Shares of the Trust established in
accordance with the provisions of Article V hereof.
"Shareholder" shall mean a record owner of Shares.
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"Shares" shall mean the units of interest into which the beneficial
interest of each Series or Class thereof shall be divided from time to time and
includes fractions of Shares as well as whole Shares (all of the units of
interest of a Series or of a single Class may be referred to as "shares" as the
context may require).
"Transfer Agent" shall mean any Person other than the Trustees who
maintains the Shareholder records of the Trust, such as the list of
Shareholders, the number of Shares credited to each account, and the like.
"Trust" shall mean the Massachusetts business trust (the "IDEX II SERIES
FUND") established by this Declaration of Trust, as from time to time amended.
"Trust Property" shall mean any and all property, real or personal,
tangible or intangible, which is owned or held by or for the account of the
Trust or the Trustees.
"Trustees" shall mean the individuals who have signed this Declaration of
Trust, so long as they shall continue in office in accordance with the terms
hereof, and all other individuals who may from time to time be duly elected or
appointed, qualified and serving as Trustees in accordance with the provisions
of Article II hereof, and reference herein to a Trustee or the Trustees shall
refer to such person or persons in his or her capacity or their capacities as
trustees hereunder.
ARTICLE II
TRUSTEES
Section 2.1. Powers. The Trustees, subject only to the specific limitations
contained in this Declaration, shall have exclusive and absolute power, control
and authority over the Trust Property and over the business of the Trust to the
same extent as if the Trustees were the sole owners of the Trust Property and
business in their own right, including such power, control and authority to do
all such acts and things as in their sole judgment and discretion are necessary,
incidental, convenient or desirable for the carrying out of or conducting of the
business of the Trust or in order to promote the interests of the Trust, but
with such powers of delegation as may be permitted by this Declaration. The
enumeration of any specific power, control or authority herein shall not be
construed as limiting the aforesaid power, control and authority or any other
specific power, control, or authority. The trustees shall have power to conduct
and carry on the offices and to exercise any or all of its trust powers and
rights, in the Commonwealth of Massachusetts, in the State of Florida, in any
other states, territories, districts, colonies and dependencies of the United
States and in any foreign countries. In construing the provisions of this
Declaration, the presumption shall be in favor of a grant of power to the
Trustees. Such power of the Trustees may be exercised without order of or resort
to any court.
Without limiting the foregoing, the Trustees shall have the power:
(a) To operate as and to carry on the business of an investment
company, and to exercise all the powers necessary and appropriate to the
conduct of such operations.
(b) To subscribe for and to invest and reinvest funds in, and hold for
investment, the securities (including by not limited to bonds, debentures,
time notes, certificates of deposit, commercial paper, bankers' acceptances
and all other evidences of indebtedness and shares, stock, subscription
rights, warrants, profit-sharing interests or participations and all other
contracts for or evidences of equity interests) of any Person and to hold
cash uninvested.
(c) To acquire (by purchase, subscription or otherwise), to trade in
and deal in, to sell or otherwise dispose of, to enter into repurchase
agreements and firm commitment agreements with respect to, and to lend and
to pledge any such securities.
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(d) To acquire (by purchase, subscription or otherwise), to trade in
and deal in, to sell or otherwise dispose of, options or futures.
(e) To exercise all rights, powers and privileges of ownership or
interest in all securities included in the Trust Property, including the
right to vote, give assent, execute and deliver proxies or powers of
attorney to such person or persons as the Trustees shall deem proper and
otherwise act with respect thereto and to do all acts for the preservation,
protection, improvement and enhancement in value of all such securities and
to delegate, assign, waive or otherwise dispose of any such rights, powers
or privileges.
(f) To exercise powers and rights of subscription or otherwise which
in any manner arise out of the Trust's ownership of securities.
(g) To declare (from interest, dividends or other income received or
accrued, from accruals of original issue or other discounts on obligations
held, from capital or other profits whether realized or unrealized and from
any other lawful sources) dividends and distributions on the Shares and to
credit the same to the account of Shareholders, or at the election of the
Trustees to accrue income to the account of Shareholders, on such dates
(which may be as frequently as every day) as the Trustees may determine.
Such dividends, distributions or accruals shall be payable in cash,
property or Shares at such intervals as the Trustees may determine at any
time in advance of such payment, whether or not the amount of such
dividend, distribution or accrual can at the time of declaration or accrual
be determined or must be calculated subsequent to declaration or accrual
and prior to payment by reference to amounts or other factors not yet
determined at the time of declaration or accrual (including but not limited
to the amount of a dividend or distribution to be determined by reference
to what is sufficient to enable the Trust to qualify as a regulated
investment company under the United States Internal Revenue Code or to
avoid liability for Federal income tax).
The power granted by this Subsection (g) shall include, without
limitation, and if otherwise lawful, the power (A) to declare dividends or
distributions or to accrue income to the account of Shareholders by means
of a formula or other similar method of determination whether or not the
amount of such dividend or distribution can be calculated at the time of
such declaration; (B) to establish record or payment dates for dividends or
distributions on any basis, including the power to establish a number of
record or payment dates subsequent to the declaration of any dividend or
distribution; (C) to establish the same payment date for any number of
dividends or distributions declared prior to such date; (D) to provide for
payment of dividends or distributions declared and as yet unpaid, or unpaid
accrued income, to Shareholders redeeming Shares prior to the payment
advance for conditions under which any dividend or distribution may be
payable in Shares to all or less than all of the Shareholders.
(h) To acquire (by purchase, lease or otherwise) and to hold, use,
maintain, develop and dispose of (by sale, lease or otherwise) any
property, real, or personal and any interest therein.
(i) To borrow money, and in this connection to issue notes or other
evidences of indebtedness; to secure borrowings by mortgaging, pledging or
otherwise subjecting to security interests the Trust Property; and to lend
Trust Property.
(j) To aid by further investment any Person, if any obligation of or
interest in such Person is included in the Trust Property or if the
Trustees have any direct or indirect interest in the affairs of such
Person; to do anything designed to preserve, protect, improve or enhance
the value of such obligation or interest; and to endorse or guarantee or
become surety on any or all of the contracts, stock, bonds, notes,
debentures and other obligations of any such Person; and to mortgage the
Trust property or any part thereof to secure any of or all such
obligations.
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(k) To promote or aid the incorporation of any organization or
enterprise under the law of any country, state, municipality or other
political subdivision, and to cause the same to be dissolved, wound up,
liquidated, merged or consolidated.
(l) To enter into joint ventures, general or limited partnerships and
any other combinations or associations.
(m) To purchase and pay for entirely out of Trust Property insurance
policies insuring the Shareholders, Trustees, officers, employees and
agents of the Trust, the Investment Adviser, the Distributor and dealers or
independent contractors of the Trust against all claims and liabilities of
every nature arising by reason of holding or having held any such position
or by reason of any action taken or omitted by such Person in such
capacity, whether or not constituting negligence, to the extent the Trust
would have the power, under provisions or applicable law, to indemnify such
Person against such liability.
(n) To establish and carry out pension, profit-sharing, share
purchase, share bonus, savings, thrift and other retirement, incentive and
benefit plans for any Trustees, officers, employees or agents of the Trust.
(o) To the extent permitted by law and determined by the Trustees, to
indemnify any Person with whom the Trust has dealings, including, without
limitation, the Shareholders, the Trustees, the officers, employees and
agents of the Trust, the Investment Adviser, the Distributor, the Transfer
Agent, the Custodian and dealers.
(p) To incur and pay any charges, taxes and expenses which in the
opinion of the Trustees are necessary or incidental to or proper for
carrying out any of the purposes of this Declaration, and to pay from the
funds of the Trust Property to themselves as Trustees reasonable
compensation and reimbursement for expenses.
(q) To prosecute or abandon and to compromise, arbitrate or otherwise
adjust claims in favor of or against the Trust or any matter in
controversy, including but not limited to claims for taxes.
(r) To foreclose any security interest securing any obligations owed
to the Trust.
(s) To exercise the right to consent, and to enter into releases,
agreements and other instruments, including, but not limited to, the right
to consent or participate in any plan for the reorganization, consolidation
or merger of any corporation or issuer any security of which is or was held
by the Trust; to consent to any contract, lease, mortgage, purchase or sale
of such property by said corporation or issuer, and to pay calls or
subscriptions with respect to securities held by the Trust.
(t) To employ or contract with such Persons as the Trustees may deem
desirable for the transaction of the business of the Trust.
(u) To determine and change the fiscal year of the Trust and the
method in which its accounts shall be kept.
(v) To adopt a seal for the Trust, but the absence of such seal shall
not impair the validity of any instrument executed on behalf of the Trust.
(w) To take such actions as are authorized or required to be taken by
the Trustees pursuant to other provisions of this Declaration.
(x) In general to carry on any other business in connection with or
incidental to any of the objectives and purposes of the Trust, to do
everything necessary, suitable or proper for the accomplishment of any
purpose or the attainment of any object or the furtherance of any power
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herein set forth, either alone or in association with others, and to take
any action incidental or appurtenant to or growing out of or connected with
the business, purposes, objects or powers of the Trustees.
(y) To establish separate and distinct Series with separately defined
investment objectives and policies and distinct investment purposes in
accordance with the provisions of Article V hereof.
(z) To allocate assets, liabilities and expenses of the Trust to a
particular Series and liabilities and expenses to a particular Class
thereof, or to apportion the same among two or more Series or Classes, as
applicable, provided that any liabilities or expenses incurred by a
particular Series or Class shall be payable solely by that Series or Class
as provided for in Article V hereof.
The foregoing clauses shall be construed both as objects and as powers, and
the foregoing enumeration of specific powers shall not be held to limit or
restrict in any manner the general powers of the Trustees.
The Trustees shall not be limited by any law now or hereafter in effect
limiting the investments which may be made or retained by fiduciaries, but they
shall have full power and authority to make any and all investment within the
limitation of this Declaration that they, in their sole and absolute discretion,
shall determine, and without liability for loss even though such investments do
not or may not produce income or are of a character or in an amount not
considered proper for the investment of trust funds.
Section 2.2. Legal Title. Legal title to all the Trust Property shall as
far as may be practicable be vested in the name of the Trust, which name shall
refer to the Trustees in their capacity as Trustees, and not individually or
personally, and shall not refer to the officers, agents, employees or
Shareholders of the Trust or of the Trustees, provided that the Trustees shall
have power to cause legal title to any Trust Property to be held by or in the
name of one or more of the Trustees with suitable reference to their trustee
status, or in the name of the Trust, or in a form not indicating any trust,
whether in bearer, unregistered or other negotiable form, or in the name of a
custodian or sub-custodian or a nominee or nominees or otherwise. The right,
title and interest of the Trustees in the Trust Property shall vest
automatically in each Person who may hereafter become a Trustee. Upon the
termination of the term of office of a Trustee, whether upon such Trustee's
resignation or removal, or upon the due election and qualification of his
successor or upon the occurrence of any of the events specified in the first
sentence of Section 2.7 hereof or otherwise, such Trustee shall automatically
cease to have any right, title or interest in any of the Trust Property, and the
right, title and interest of such Trustee in the Trust Property shall vest
automatically in the remaining Trustees. Such vesting and cessation of title
shall be effective whether or not conveyancing documents have been executed and
delivered.
Section 2.3. Number of Trustees; Term of Office. The number of Trustees
shall be two, which number may be increased and thereafter decreased from time
to time by a written instrument signed by a majority of the Trustees, provided
that the number of Trustees shall not be fewer than two nor more than 15. The
initial Trustees named in Section 2.5 hereof and each Trustee elected (whenever
such election occurs) shall hold office until his successor is elected and
qualified or until the earlier occurrence of any of the events specified in the
first sentence of Section 2.7 hereof.
Section 2.4. Qualification of Trustees. Of the total number of Trustees,
unless they continue to be limited to the two initial trustees named in Section
2.5 hereof, at least 40% shall be persons who are not Interested Persons of the
Trust or of the Distributor, provided that, in the event the Investment Company
Act of 1940 requires that a greater percentage of the Trustees not be Interested
Persons of the Trust or Distributor, such provision shall apply.
Section 2.5. Election of Trustees. The initial Trustees shall be Ellen F.
Stoutamire and Peter D. Jones, both of whose business address was Suite 800, 600
Cleveland Street, Clearwater, Florida. Trustees may succeed themselves in
office. Trustees may be elected at a Shareholders' meeting. At such a
Shareholders' meeting, trustees shall be elected by a plurality of the votes
validly cast. The election of any Trustee immediately prior thereto shall not
become effective, however, until the individual named shall have
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accepted in writing such election and agreed in writing to be bound by the terms
of this Declaration. Trustees need not own Shares.
Section 2.6. Resignation and Removal. Any Trustee may resign his trust
(without need for prior or subsequent accounting) by an instrument in writing
signed by him and delivered to the Chairman of the Board, or the Secretary or
any Assistant Secretary, and such resignation shall be effective upon such
delivery, or at any later date specified in the instrument. Any of the Trustees
may be removed (provided the aggregate number of Trustees after such removal
shall not be less than two) with cause by the affirmative vote of two-thirds of
the remaining Trustees. Upon the resignation or removal of a Trustee, or his
otherwise ceasing to be a Trustee, he shall execute and deliver such documents
as the remaining Trustees shall require for the purpose of conveying to the
Trust or the remaining Trustees any Trust Property held in the name of the
resigning or removed Trustee. Upon the incapacity or death of any Trustee, his
legal representative shall execute and deliver on his behalf such documents as
the remaining Trustees shall require as provided in the preceding sentence.
Section 2.7. Vacancies. The term of office of a Trustee shall terminate and
a vacancy shall occur in the event of the death, retirement, resignation or
removal (whether pursuant to Section 2.6 hereof or otherwise), bankruptcy,
adjudicated incompetence or other incapacity to perform the duties of the office
of a Trustee. A vacancy shall also occur upon an increase in the number of
Trustees in accordance with Section 2.3 hereof. No vacancy shall operate to
annul this Declaration or to revoke any existing agency created pursuant to the
terms of the Declaration. In the case of an existing vacancy, including a
vacancy existing by reason of an increase in the authorized number of Trustees,
the remaining Trustees shall, subject to the requirements of Section 2.4 hereof,
fill such vacancy by the appointment of such individual as they in their sole
and absolute discretion shall see fit, made by a written instrument signed by a
majority of the Trustees then in office, provided that immediately after filling
any such vacancy (except during the period preceding the initial meeting of
Shareholders) at least two-thirds of the Trustees then holding office shall have
been elected to such office by the Shareholders. In the event that at any time,
other than the time preceding the first Shareholders' meeting, less than a
majority of the Trustees holding office at that time were elected by the
Shareholders, a meeting of the Shareholders shall be held promptly and in any
event within 60 days (unless the Commission shall by order extend such period)
for the purpose of electing Trustees to fill any existing vacancies. No such
appointment or election shall become effective, however, until the person named
shall have accepted in writing such appointment or election and agreed in
writing to be bound by the terms of this Declaration. Whenever a vacancy in the
number of Trustees shall occur, until such vacancy is filled as provided in this
Section 2.7, the Trustees in office, regardless of their number, shall have all
the powers granted to the Trustees and shall discharge all the duties imposed
upon the Trustees by the Declaration.
Section 2.8. Committees; Delegation. The Trustees shall have the power to
appoint from their own number, and terminate, any one or more committees
consisting of two or more Trustees, including an executive committee which may
exercise some or all of the power and authority of the Trustees as the Trustees
may determine (including but not limited to the power to determine net asset
value and net income), subject to any limitations contained in the By-Laws, and
in general to delegate from time to time to one or more of their number or to
officers, employees or agents of the Trust such power and authority and the
doing of such things and the execution of such instruments, either in the name
of the Trust or the names of the Trustees or otherwise, as the Trustees may deem
expedient, provided that no committee shall have the power:
(a) to change the principal office of the Trust;
(b) to amend the By-Laws;
(c) to issue Shares;
(d) to elect or remove from office any Trustee or the Chairman of the
Board, the President, the Treasurer or the Secretary of the Trust;
(e) to increase or decrease the number of Trustees;
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(f) to declare a dividend or other distribution on the Shares;
(g) to authorize the repurchase of Shares; or
(h) to authorize any merger, consolidation or sale, lease or exchange of
all or substantially all of the Trust Property.
Section 2.9. Action Without a Meeting; Participation by Conference
Telephone. Unless the 1940 Act requires that a particular action must be taken
only at a meeting of Trustees, any action required or permitted to be taken at
any meeting of the Trustees (or of any committee of the Trustees) may be taken
without a meeting if written consent thereto are signed by a majority of the
Trustees then in office (or by a majority of the members of such committee) and
such written consents are filed with the records of the meetings. Trustees may
participate in a meeting of the Trustees (or of any committee of the Trustees)
by means of a conference telephone or similar communications equipment if all
individuals participating can hear each other at the same time. Participation in
a meeting by these means shall constitute presence in person at the meeting.
Section 2.10. By-Laws. The Trustees may adopt By-Laws not inconsistent with
this Declaration or law to provide for the conduct of the business of the Trust,
and may amend or repeal such By-Laws.
Section 2.11. No Bond Required. No Trustee shall be obligated to give any
bond or other security for the performance of any of his duties hereunder.
Section 2.12. Reliance on Experts, Etc. Each Trustee, officer, agent and
employee of the Trust shall, in the performance of his duties, be fully and
completely justified and protected in relying in good faith upon the books of
account or other records of the Trust, or upon reports made to the Trustees (a)
by any of the officers or employees of the Trust, (b) by the Investment Adviser,
the Investment Sub-Adviser, the Distributor, the Custodian or the Transfer
Agent, or (c) by any accountants, selected dealers or appraisers or other
agents, experts or consultants selected with reasonable care by the Trustees,
regardless of whether such agent, expert or consultant may also be a Trustee.
The Trustees, officers, agents and employees of the Trust may take advice of
counsel with respect to the meaning and operation of this Declaration, and shall
be under no liability for any act or omission in accordance with such advice or
for failing to follow such advice. The exercise by the Trustees of their powers
and discretion hereunder and the construction in good faith by the Trustees of
the meaning or effect of any provision of this Declaration shall be binding upon
everyone interested. A Trustee, officer, agent or employee shall be liable for
his own willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his office, and for nothing else, and
shall not be liable for errors of judgment or mistakes of fact or law.
ARTICLE III
CONTRACTS
Section 3.1. Distribution Contract. The Trustees may from time to time
enter into a distribution contract with another Person (the "Distributor")
providing for the sale of Shares, pursuant to which the Trustees may agree to
sell the Shares to the Distributor or appoint the Distributor their sales agent
for the Shares. Such contract may provide that the Distributor may enter into
contracts with other Persons to sell the Shares on behalf of the Distributor and
the Trust. Such contract may also provide for the repurchase of Shares by the
Distributor as agent of the Trustees and shall contain such terms and
conditions, if any, as may be prescribed in the By-Laws and such further terms
and conditions not inconsistent with the provisions of this Article III or of
the By-Laws as the Trustees may in their discretion determine.
Section 3.2. Advisory or Management Contract. Subject to approval by a
Majority Shareholder Vote, the Trustees may from time to time enter into
investment advisory or management contracts with other Persons ("Investment
Advisers") pursuant to which such Investment Advisers shall agree to furnish to
the Trustees management, investment advisory, statistical and research
facilities and services with respect to the Trust or any Series thereof, such
contract to contain such other terms and conditions, if any, as may be
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prescribed in the By-Laws and such further terms and conditions not inconsistent
with the provisions of this Article III, the By-Laws or applicable law as the
Trustees may in their discretion determine, including the grant of authority to
the Investment Adviser to determine what securities shall be purchased or sold
by the Trust and what portion of its assets shall be uninvested and to implement
its determinations by making changes in the Trust's investments. Such contracts
may also provide for the Trust and such Investment Advisers to enter into
contracts with Persons ("Investment Sub-Advisers"), pursuant to which
management, investment advisory, statistical and research facilities may be
supplied to the Trust or any Series thereof and Investment Adviser.
Section 3.3. Affiliations of Trustees or Officers, Etc. The fact that any
Shareholder, trustee, officer, agent or employee of the Trust is a shareholder,
member, director, officer, partner, trustee, employee, manager, adviser or
distributor of or for any Person of or for any parent or affiliate of any Person
with which an investment advisory or management contract, principal underwriter
or distributor contract or custodian, transfer agent, disbursing agent or
similar agency contract may have been or may hereafter be made, or that any such
Person, or any parent or affiliate thereof, is a Shareholder of or has any other
interest in the Trust, or that any such Person also has any one or more similar
contracts with one or more other such Persons, or has other businesses or
interests, shall not affect the validity of any such contract made or that may
hereafter be made with the Trustees or disqualify any Shareholder, Trustee,
officer, agent or employee of the Trust from voting upon or executing the same
or create any liability or accountability to the Trustees, the Trust, any Series
or the Shareholders.
ARTICLE IV
LIMITATION OF LIABILITY; INDEMNIFICATION
Section 4.1. No Personal Liability of Shareholders, Trustees, Etc. No
Shareholder shall be subject to any personal liability whatsoever in connection
with Trust Property or the acts, obligations or affairs of the Trust or a
particular Series. All Persons extending credit to, contracting with or having
any claim against the Trust or a particular Series shall look only to the assets
of the Trust or such Series for payment under such credit, contract or claim,
and neither the Shareholders nor the Trustees, nor any of the Trust's officers,
employees or agents, whether past, present or future, nor any other Series shall
be personally liable therefor. The Trustees shall not be responsible or liable
in any event for any neglect or wrong doing of any officer, employee or agent
(including, without limitation, the Investment Adviser, any Investment
Sub-Adviser, the Distributor, the Custodian and the Transfer Agent) of the
Trust, nor shall any Trustee be responsible or liable for the act or omission of
any other Trustee. Nothing in this Declaration shall, however, protect any
Trustee, officer, employee or agent of the Trust against any liability to which
such Person would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of his or her office.
Section 4.2. Execution of Documents; Notice; Apparent Authority. Every
note, bond, contract, instrument, certificate or undertaking and every other act
or thing whatsoever executed or done by or on behalf of the Trust, any Series or
the Trustees or any of them in connection with the Trust shall be conclusively
deemed to have been executed or done only in or with respect to their or his or
her capacity as Trustees or Trustee, and such Trustees or Trustee shall not be
personally liable thereon. Every note, bond, contract, instrument, certificate
or undertaking made or issued by the Trustees or by any officers or officer
shall give notice that this Declaration of Trust is on file with the Secretary
of State of the Commonwealth of Massachusetts and shall recite that the
obligations of such instruments are binding only upon the assets and property of
the Trust or the particular Series in question, but the omission thereof shall
not operate to bind any Trustees, Shareholders or officers, employees and agents
of the Trust individually. No purchaser, lender, Transfer Agent or other Person
dealing with the Trustees or any officer, employee or agent of the Trust shall
be bound to make any inquiry concerning the validity of any transaction
purporting to be made by the Trustees or by such officer, employee or agent or
make inquiry concerning or be liable for the application of money or property
paid, loaned or delivered to or on the order of the Trustees or of such officer,
employee or agent.
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Section 4.3. Indemnification of Trustees, Officers, Etc. The Trust shall
indemnify each of its Trustees, officers, employees and agents (including any
individual who serves at its request as director, officer, partner, trustee or
the like of another organization in which it has any interest as a shareholder,
creditor or otherwise) against all liabilities and expenses, including but not
limited to amounts paid in satisfaction of judgments, in compromise or as fines
and penalties, and counsel fees reasonably incurred by him or her in connection
with the defense or disposition of any action, suit or other proceeding, whether
civil or criminal, before any court or administrative or legislative body in
which he or she may be or may have been involved as a party or otherwise or with
which he or she may be or may have been threatened, while acting as Trustee or
as an officer, employee or agent of the Trust or the Trustees, as the case may
be, or thereafter, by reason of his or her being or having been such a Trustee,
officer, employee or agent, except with respect to any matter as to which he or
she shall have been adjudicated not to have acted in good faith in the
reasonable belief that his or her action was in the best interests of the Trust,
provided that no individual shall be indemnified hereunder against any liability
to the Trust or the Shareholders by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his or her office, and provided further that as to any matter disposed of by
settlement or a compromise payment by such Trustee, officer, employee or agent,
pursuant to a consent decree or otherwise, no indemnification either for said
payment or for any other expenses shall be provided unless there has been a
determination that such compromise is in the best interests of the Trust and
that such Person appears to have acted in good faith in the reasonable belief
that his or her action was in the best interests of the Trust and did not engage
in willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his or her office. All determinations that the
applicable standards of conduct have been met for indemnification hereunder
shall be made by (a) a majority vote of a quorum consisting of disinterested
Trustees who are not parties to the proceeding relating to the indemnification,
or (b) if such a quorum is not obtainable or, even if obtainable, if a majority
vote of such quorum so directs, by independent legal counsel in a written
opinion, or (c) a Majority Shareholder Vote (excluding Shares owned of record or
beneficially by such individual); and provided that as to any matter disposed of
without a court determination (i) on the merits that such Trustee, officer,
employee or agent was not liable or (ii) that such Person was not guilty of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his or her office, no indemnification shall be
provided hereunder unless there has been a determination by independent legal
counsel in a written opinion that such Person did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his or her office. The Trustees may make advance
payments out of the assets belonging to the applicable Series in connection with
the expense of defending any action with respect to which indemnification might
be sought under this Section 4.3, provided that the indemnified Trustee,
officer, employee or agent shall have given a written undertaking to reimburse
the applicable Series in the event it is subsequently determined that he or she
is not entitled to such indemnification and provided further that (a) the
indemnified Trustee, officer, employee or agent shall provide security for his
or her undertaking or (b) the Trust shall be insured against losses arising by
reason of lawful advances or (c) a majority of a quorum of disinterested
Trustees or an independent legal counsel in a written opinion shall determine,
based on a review of readily available facts (as opposed to a full trial-type
inquiry), that there is reason to believe that an indemnitee ultimately will be
found entitled to indemnification. The rights accruing to any Trustee, officer,
employee or agent under these provisions shall not exclude any other right to
which he or she may be lawfully entitled and shall inure to the benefit of his
or her heirs, executors, administrators or other legal representatives.
Section 4.4. Indemnification of Shareholders. In case any Shareholder or
former Shareholder of any Series of the Trust shall be held personally liable
solely by reason of his or her being or having been a Shareholder and not
because of acts or omission or for some other reason, the Shareholder or former
Shareholder (or his or her heirs, executors, administrators or other legal
representative or in the case of a corporation or other entity, its corporate or
other general successor) shall be entitled out of the assets belonging to the
applicable Series of the Trust to be held harmless from and indemnified against
all loss and expense, including legal expenses reasonably incurred, arising from
such liability. The rights accruing to a Shareholder under this Section 4.4
shall not exclude any other right to which such Shareholder may be lawfully
entitled, nor shall anything contained herein restrict the right of the Trust to
indemnify or reimburse a Shareholder in any appropriate situation even though
not specifically provided herein out of the assets belonging to the applicable
Series of the Trust.
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ARTICLE V
SHARES OF BENEFICIAL INTEREST
Section 5.1. Beneficial Interest. The interest of the beneficiaries
hereunder shall be divided into transferable Shares of one or more distinct
Series or Classes thereof, without par value. The number of shares of beneficial
interest authorized hereunder is unlimited.
Section 5.2. Rights of Shareholders. Shares shall be deemed to be personal
property giving only the rights provided in this Declaration. Every Shareholder
by virtue of having become a Shareholder shall be held to have expressly
assented and agreed to the terms hereof and to have become a party hereto. The
ownership of the Trust Property and the right to conduct any business herein
before described are vested exclusively in the Trustees, and the Shareholders
shall have no interest therein other than the beneficial interest conferred by
their Shares, and they shall have no right to call for any partition or division
of any property, profits, rights or interest of the Trust nor can they be called
upon to share or assume any losses of the Trust or suffer an assessment of any
kind by virtue of their ownership of Shares. The death of a Shareholder during
the continuance of the Trust shall not operate to terminate the same nor to
entitle the legal representative of such Shareholder to an accounting or to take
any action in any court or otherwise against other Shareholders or the Trustees
or the Trust Property, but only to the rights of such Shareholder hereunder. The
Shares shall not entitle the holder to preference, preemptive, appraisal,
conversion or exchange rights.
Section 5.3. Trust Only. The Trust shall be of the type commonly termed a
Massachusetts business trust. It is the intention of the Trustees to create only
the relationship of the Trustee and beneficiary between the Trustees and each
Shareholder from time to time. It is not the intention of the Trustees to create
a general partnership, limited partnership, joint stock association,
corporation, bailment or any form of legal relationship other than a trust.
Nothing in this Declaration shall be construed to make the Shareholders, either
by themselves or with the Trustees, partners or members of a joint stock
association.
Section 5.4. Issuance of Shares.
Section 5.4.1. General. The Trustees may from time to time without vote of
the Shareholders issue and sell or cause to be issued and sold Shares, except
that only Shares previously contracted to be sold may be issued during any
period when the right of redemption is suspended pursuant to the provision of
Section 6.6 hereof. The Trustees shall have full power and authority without
obtaining prior authorization or vote of the Shareholders to classify or
reclassify any unissued Shares into one or more Series or Classes of Shares, to
abolish any one or more Series or Classes of Shares or to divide the Shares of
any Series into Classes. If the Shares of a Series are divided into Classes,
each such Class shall represent interests in the assets of a Series and have
identical voting, dividend, liquidation and other rights and the same terms and
conditions, except that expenses allocated to that Class of a Series may be
borne solely by such Class as shall be determined by the Trustees and a Class of
a Series may have exclusive voting rights with respect to matters affecting only
that Class. All such Shares, when issued in accordance with the terms of this
Section 5.4, shall be fully paid and nonassessable. Without limiting the
authority of the Trustees set forth herein to establish and designate any
further Series, the Trustees hereby establish and designate one Series of
Shares, IDEX II, to be known as the "Initial Series".
Section 5.4.2. Price. No Shares shall be issued or sold by the Trustees for
less than an amount which would result in the proceeds to the applicable Series,
before taxes and other expenses payable by the Trust in connection with such
transaction, of at least the net asset value per share of the applicable Series
or Class next determined as set forth in Article VII hereof after receipt of a
purchase order for such Shares. For this purpose, the time of receipt of an
order shall be the time it is first received in proper form at such office or
agency as may be designated for the purpose.
Section 5.4.3. On Merger or Consolidation. In connection with the
acquisition of assets (including the acquisition of assets subject to, and in
connection with the assumption of, liabilities), businesses or stock of another
Person, the Trustees may issue or cause to be issued Shares of a Series and
accept in payment
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therefor, in lieu of cash, such assets or businesses at their market value (as
determined by the Trustees) or such stock at the market value (as determined by
the Trustees) of the assets held by such other Person, either with or without
adjustment for contingent costs or liabilities provided that the funds of the
applicable Series are permitted by law to be invested in such assets, businesses
or stock.
Section 5.4.4. Fractional Shares. The Trustees may issue and sell fractions
of Shares, to two decimal places, having pro rata all the rights of full Shares,
including, without limitation, the right to vote and to receive dividends and
distributions.
Section 5.5. Series or Class.
Section 5.5.1. Establishment of Series or Class. The establishment of any
Series or Class in addition to those set forth in Section 5.4 shall be effective
upon adoption of a resolution by a majority of the then Trustees setting forth
such establishment and designation and the relative rights and preferences of
the Shares of such Series or Class thereof. At any time that there are no Shares
outstanding of any particular Series or Class previously established and
designated, the Trustees may by majority vote abolish that Series or Class and
the establishment and designation thereof.
Section 5.5.2. Assets and Liabilities of Series. All consideration received
by the Trust for the issue or sale of Shares of a particular Series, together
with all assets in which such consideration is invested or reinvested, all
income, earnings, profits, and proceeds thereof, including any proceeds derived
from the sale, exchange or liquidation of such assets, and any funds or payments
derived from any reinvestment of such proceeds in whatever form the same may be,
shall be referred to as "assets belonging to" that Series. In addition, any
assets, income, earnings, profits, and proceeds thereof, funds, or payments
which are not readily identifiable as belonging to any particular Series shall
be allocated by the Trustees between and among one or more of the Series in such
manner as they, in their sole discretion, deem fair and equitable. Each such
allocation shall be conclusive and binding upon the Shareholders of all Series
for all purposes, and shall be referred to as assets belonging to that Series.
The assets belonging to a particular Series shall be so recorded upon the books
of the Trust, and shall be held by the Trustees in Trust for the benefit of the
holders of Shares of the Series. The assets belonging to each particular Series
shall be charged with the liabilities of the Series and all expenses, costs,
charges and reserves attributable to that Series, except that expenses allocated
solely to a particular Class shall be borne by that Class. Any general
liabilities, expenses, costs, charges or reserves of the Trust or Series which
are not readily indentifiable as belonging to any particular Series or Class
shall be allocated and charged by the Trustees between or among any one or more
of the Series or Classes in such manner as the Trustees in their sole discretion
deem fair and equitable. Each such allocation shall be conclusive and binding
upon the Shareholders of all Series or Classes for all purposes. Any creditor of
any Series may look only to the assets of that Series to satisfy such creditor's
debt.
Section 5.6. Register of Shares. A register shall be kept at the principal
office of the Trust or an office of the Transfer Agent which shall contain the
name and addresses of the Shareholders and the number of Shares held by them
respectively and a record of all transfers thereof. Such register shall be
conclusive as to who are the holders of the Shares and who shall be entitled to
receive dividends or distributions or otherwise to exercise or enjoy the rights
of Shareholders. No Shareholder shall be entitled to receive payment of any
dividend or distribution, nor to have notice given to him as herein or in the
By-Laws provided, until he has given his address to the Transfer Agent or such
other officer or agent of the Trust as shall keep the said register for entry
thereon.
Section 5.7. Share Certificates.
Section 5.7.1. General. Each shareholder shall be entitled to a certificate
stating the number of Shares he or she owns, in such form as shall be prescribed
from time to time by the Trustees. Such certificates shall be signed by the
Chairman of the Board, President or Vice President and by the Treasurer or
Assistant Treasurer. Such signatures may be facsimile if the certificate is
signed by a transfer agent, or by a registrar, other than a Trustee, officer or
employee of the Trust. In case any officer who has signed or whose facsimile
signature has been placed on such certificate shall cease to be such officer
before such
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certificate is issued, it may be issued by the Trust with the same effect as if
he or she were such officer at the time of its issue.
In lieu of issuing certificates for shares, the Trustees or the transfer
agent may either issue receipts therefor or may keep accounts upon the books of
the Trust for the record holders of such shares, who shall in either case be
deemed, for all purposes hereunder, to be the holders of certificates for such
shares as if they had accepted such certificates and shall be held to have
expressly assented and agreed to the terms hereof.
Section 5.7.2. Loss of Certificates. In case of the alleged loss or
destruction or the mutilation of a share certificate, a duplicate certificate
may be issued in place thereof, upon such terms as the Trustees shall prescribe.
Section 5.7.3. Issuance of New Certificates to Pledgee. A pledgee of shares
transferred as collateral security shall be entitled to a new certificate if the
instrument of transfer substantially describes the debt or duty that is intended
to be secured thereby. Such new certificate shall express on its face that it is
held as collateral security, and the name of the pledge or shall be stated
thereon, who alone shall be liable as a shareholder and entitled to vote
thereon.
Section 5.7.4. Discontinuance of Issuance of Certificates. The Trustees may
at any time discontinue the issuance of share certificates and may, by written
notice to each shareholder, require the surrender of share certificates to the
Trust for cancellation. Such surrender and cancellation shall not affect the
ownership of shares in the Trust.
Section 5.8. Transfer of Shares. Shares shall be transferable on the
records of the Trust upon delivery to the Trust or the Transfer Agent or Agents
of appropriate evidence of assignment, transfer, succession or authority to
transfer accompanied by any certificate or certificates representing such shares
previously issued the transferor. Upon such delivery the transfers shall be
recorded on the register of the Trust. Until such record is made, the Trustees,
the Transfer Agent, and the officers, employees and agents of the Trust shall
not be entitled or required to treat the assignee or transferee of any share as
the absolute owner thereof for any purpose, and accordingly shall not be bound
to recognize any legal, equitable or other claim or interest in such Share on
the part of any Person, other than the holder of record, whether or not any of
them shall have express or other notice of such claim or interest.
Section 5.9. Voting Powers. The Shareholders shall have power to vote only:
(a) for the election of Trustees as provided in Section 2.5 and 2.7 hereof; (b)
with respect to any investment advisory or management contract entered into
pursuant to Section 3.2 hereof; (c) with respect to any termination of the
Trust, as provided in Section 9.1 hereof; (d) with respect to any amendment of
this Declaration to the extent as provided in Section 9.2 hereof; (e) with
respect to any merger, consolidation or sale of assets of the Trust as provided
in Section 9.3 hereof; (f) with respect to incorporation of the Trust to the
extent and as provided in Section 9.4 hereof; (g) to the same extent as the
stockholders of a Massachusetts business corporation as to whether or not a
court action, proceeding or claim should or should not be brought or maintained
derivatively or as a class action on behalf of the Trust or the Shareholders,
provided, however, that a Shareholder of a particular Series or Class shall not
be entitled to bring any derivative or class action on behalf of any other
Series or Class, of the Trust; and (h) with respect to such additional matters
relating to the Trust as may be required by this Declaration or the By-Laws or
by reason of the registration of the Trust or the Shares with the Commission or
any State or by an applicable law or any regulation or order of the Commission
or any State or as the Trustees may consider necessary or desirable. On any
matter submitted to a vote of the Shareholders, all Shares shall be voted by
individual Series, except (i) when required by the 1940 Act, Shares shall be
voted in the aggregate and not by individual Series and (ii) when the Trustees
have determined that the matter affects only the interests of one or more Series
or one or more Classes, then only the Shareholders of such Series or Class shall
be entitled to vote thereon. Each whole Share shall be entitled to one vote as
to any matter on which Shareholders are entitled to vote and each fractional
Share shall be entitled to a proportionate fractional vote. A Majority of the
Shares voted shall decide any question, except when a different vote is
specified by applicable law, any provision of the By-Laws or this Declaration.
There shall be no cumulative voting in the election of Trustees. Shares may be
voted in person or by Proxy. Until Shares are issued, the Trustees may exercise
all rights of Shareholders (including the right to authorize an
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amendment to this Declaration under Section 9.2 hereof) and may take any action
required by law, the ByLaws or this Declaration to be taken by Shareholders. The
By-Laws may include further provisions for Shareholders' votes and related
matters.
Section 5.10. Meetings of Shareholders. Meetings of the Shareholders of any
Series or Class thereof may be called at any time by the Chairman of the Board,
the President or any Vice President of the Trust, or by a majority of the
Trustees for the purpose of taking action upon any matter requiring the vote or
authority of such Shareholders as herein provided or upon any other matters
deemed to be necessary or desirable. A meeting of Shareholders of any Series or
Class thereof may also be called at any time upon the written request of a
holder or the holders of not less than 25% of all of the Shares entitled to be
voted at such meeting, provided that the Shareholder or Shareholders requesting
such meeting shall have paid to the Trust the reasonably estimated cost of
preparing and mailing the notice thereof, which the Secretary shall determine
and specify to such Shareholder or Shareholders.
Section 5.11. Action Without a Meeting. Any action which may be taken by
Shareholders may be taken without a meeting if such proportion of Shareholders
as is required to vote for approval of the matter by law, the Declaration or the
By-Laws consents to the action in writing and the written consents are filed
with the records of Shareholders' meetings. Such consents shall be treated for
all purposes as a vote taken at a Shareholders' meeting.
ARTICLE VI
REDEMPTION AND REPURCHASE OF SHARES
Section 6.1. Redemption of Shares. The Trustees shall redeem Shares of a
particular Series or Class thereof, subject to the conditions and at the price
determined as herein set forth, upon proper application of the record holder
thereof at such office or agency as may be designated from time to time for that
purpose by the Trustees. The Trustees shall have power to determine from time to
time the form and the other accompanying documents which shall be necessary to
constitute a proper application for redemption.
Section 6.2. Price. Such Shares shall be redeemed for an amount not
exceeding the net asset value of Shares of the applicable Series or Class
thereof next determined as set forth in Article VII hereof after receipt of a
proper application for redemption.
Section 6.3. Payment. Payment for such Shares redeemed shall be made to the
Shareholders of record within 7 days after the date upon which proper
application is received, subject to the Trustees or their designated agent being
satisfied that the purchase price of such Shares has been collected and to the
provisions of Section 6.4 hereof. Such payment shall be made in cash or other
assets of the applicable Series or both, as the Trustees shall prescribe. For
the purposes of such payment for Shares redeemed, the value of assets delivered
shall be determined as set forth in Article VII hereof as of the same time as of
which the per share net asset value of such Shares is determined.
Section 6.4. Effect of Suspension of Right of Redemption. If, pursuant to
Section 6.6 hereof, the Trustees shall declare a suspension of the right of
redemption of Shares of a particular Series or Class thereof, the rights of
Shareholders (including those who shall have applied for redemption pursuant to
Section 6.2 hereof but who shall not yet have received payment) to have such
Shares redeemed and paid for by the applicable Series shall be suspended until
the time specified in Section 6.6. Any record holder who shall have his
redemption right so suspended may, during the period of such suspension, by
appropriate written notice of revocation at the office or agency where
application was made, revoke any application for redemption not honored. The
redemption price of Shares for which redemption applications have not been
revoked shall not exceed the net asset value of such Shares next determined as
set forth in Article VII hereof after the termination of such suspension, and
payment shall be made within 7 days after the date upon which the application
was made plus the period after such application during which the determination
of net asset value was suspended.
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Section 6.5. Repurchase by Agreement. A Series may repurchase Shares
directly, or through the Distributor or another agent designated for the
purpose, by agreement with the owner thereof at a price not exceeding the net
asset value per Share of such Series or the applicable Class thereof next
determined as set forth in Article VII hereof after the time when the contract
of purchase is made.
Section 6.6. Suspension of Right of Redemption. The Trustees may with
respect to the Series or Class thereof declare a suspension of the right of
redemption or postpone the date of payment or redemption for the whole or any
part of any period (a) during which the New York Stock Exchange is closed, other
than customary weekend and holiday closings, (b) during which trading on the New
York Stock Exchange is restricted, (c) during which an emergency exists as a
result of which disposal by the Trustees of securities owned by them is not
reasonably practicable or it is not reasonably practicable for the Trustees
fairly to determine the value of the net assets of such Series or Class thereof,
or (d) during which the Commission may for the protection of security holders of
such Series or Class thereof by order permit suspension of the right of
redemption or postponement of the date of payment or redemption. Such suspension
shall take effect at such time as the Trustees shall specify, which shall not be
later than the close of business on the business day next following the
declaration, and thereafter there shall be no determination of net asset value
until the Trustees shall declare the suspension at an end, except that the
suspension shall terminate in any event on the first day on which (i) the
condition giving rise to the suspension shall have ceased to exist and (ii) no
other condition exists under which suspension is authorized under this Section
6.6. Each declaration by the Trustees pursuant to this Section 6.6 shall be
consistent with such applicable rules and regulations, if any, relating to the
subject matter thereof as shall have been promulgated by the Commission or any
other governmental body having jurisdiction over the Trust and as shall be in
effect at the time. To the extent not inconsistent with such rules and
regulations, the determination of the Trustees shall be conclusive.
Section 6.7. Involuntary Redemption of Shares; Disclosure of Holding. (a)
If the Trustees shall, at any time and in good faith, be of the opinion that
direct or indirect ownership of Shares or other securities of a particular
Series or Class thereof has or may become concentrated in any person to an
extent which would disqualify a Series as a regulated investment company under
the United States Internal Revenue Code, then the Trustees shall have the power
by lot or other means deemed equitable by them
(i) to call for redemption a number, or principal amount, of Shares
sufficient in the opinion of the Trustees to maintain or bring the
direct or indirect ownership of Shares into conformity with the
requirements for such qualification and
(ii) to refuse to transfer or issue Shares to any Person whose
acquisition of the Shares in question would in the opinion of the
Trustees result in such disqualification.
Any redemption pursuant to this Section 6.7(a) shall be effected at a
redemption price determined in accordance with Section 6.2 hereof.
(b) The holders of Shares shall upon request disclose to the Trustees in
writing such information with respect to direct and indirect ownership of
Shares as the Trustees deem necessary to comply with the provisions of the
United States Internal Revenue Code, or to comply with the requirements of
any other taxing authority.
ARTICLE VII
DETERMINATION OF NET ASSET VALUE; DISTRIBUTIONS
Section 7.1. By Whom Determined. The Trustees shall have the power and duty
to determine from time to time the net asset value per share of the Shares of
each Series or of each Class of a Series. They may appoint one or more Persons
to assist them in the determination of the value of securities in the portfolio
of each Series and to make the actual calculations pursuant to their directions.
Any determination made pursuant to this Article VII shall be binding on all
parties concerned.
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Section 7.2. When Determined. The net asset value shall be determined at
such times as the Trustees shall prescribe in accordance with the applicable
provisions of the 1940 Act and regulations and orders from time to time in
effect thereunder. The Trustees may suspend the daily determination of net asset
value to the extent permitted by the 1940 Act or the regulations and order from
time to time in effect thereunder.
Section 7.3. Computation of Per Share Net Asset Value.
Section 7.3.1. Net Asset Value Per Share. The net asset value of each Share
of a Series or of each Class of a Series as of any particular time shall be the
quotient obtained by dividing the value of the net assets of that Series
(determined in accordance with Section 7.3.2) by the total number of outstanding
Shares of that Series or Class thereof. The determination of net asset value
shall be made on a Series by Series or Class by Class basis, as appropriate, and
shall include any expense allocated to a specific Series or Class thereof.
Section 7.3.2. Value of the Net Assets of the Trust. The value of the net
assets of a Series or Class thereof as of any particular time shall be the value
of the assets of that Series or Class thereof less the liabilities of that
Series or Class thereof, determined and computed as follows:
(1) Assets. The assets of a Series or Class shall be deemed to include with
respect to that Series or Class: (A) all cash on hand or on deposit,
including any interest accrued thereon, (B) all bills and demand notes and
accounts receivable, (C) all securities owned or contracted for by the
Trustees, (D) all stock and cash dividends and cash distributions payable
to but not yet received by the Trustees (when the valuation of the
underlying security is being determined ex-dividend), (E) all interest
accrued on any interest-bearing securities owned by the Trustees (except
accrued interest included in the valuation of the underlying security) and
(F) all other property of every kind and nature, including prepaid
expenses.
(2) Valuation of Assets. The value of such assets is to be determined as
follows:
(i) Cash and Prepaid Expenses. The value of any cash on hand and of
any prepaid expenses shall be deemed to be their full amount.
(ii) Other Current Assets. The value of any accounts receivable and
cash dividends and interest declared or accrued as aforesaid and not
yet received shall be deemed to be the full amount thereof, unless the
Trustees shall determine that any such item is not worth its full
amount. In such case the value of the item shall be deemed to be its
reasonable value, as determined by the Trustees.
(iii) Securities and Other Property. A security for which market
quotations are readily available which is not subject to restrictions
against sale and has a remaining maturity of more than 60 days from
the date of valuation shall be valued on the basis of such quotations.
Any security which has a remaining maturity of 60 days or less may be
valued on the basis of market quotations or may be valued at cost plus
earned discount; if such security was acquired with a remaining
maturity of more than 60 days, the cost thereof for purposes of such
valuation shall be deemed to be the value on the sixty-first day prior
to maturity. Any security for which market quotations are not readily
available and any other property the valuation of which is not
provided for above, shall be valued at its fair market value as
determined in such manner as the Trustees shall from time to time
prescribe by resolution. For the purposes of this Article VII, market
quotations shall not be deemed to be readily available if in the
judgment of the Trustees such quotations, if any, do not afford a fair
and adequate basis for valuing holdings of securities of a size
normally held by the Trust, whether due to the infrequency or size of
the transactions represented by such quotations or otherwise.
(3) Liabilities. The liabilities of a Series or Class thereof shall not be
deemed to include any Shares and surplus, but they shall be deemed to
include with respect to that Series or Class: (A) all bills and
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accounts payable, (B) all administrative expenses accrued and unpaid, (C)
all contractual obligations for the payment of money or property, including
the amount of any declared but unpaid dividends upon Shares and the amount
of all income accrued but not paid to Shareholders, (D) all reserves
authorized or approved by the Trustees for taxes or contingencies and (E)
all other liabilities of whatsoever kind and nature except any liabilities
represented by Shares and surplus.
Section 7.4. Interim Determinations. Any determination of net asset value
other than as of the close of trading on the New York Stock Exchange may be made
either by appraisal or by calculation or estimate. Any such calculation or
estimate shall be based on changes in the market value of representative or
selected securities or on changes in recognized market averages since the last
closing appraisal and made in a manner which in the opinion of the Trustees will
fairly reflect the changes in the net asset value.
Section 7.5. Outstanding Shares. For the purposes of this Article VII,
outstanding Shares of a Series or Class shall mean those Shares shown from time
to time on the books of the Trust or the Transfer Agent with respect to that
Series or Class as then issued and outstanding, adjusted as follows:
(a) Shares sold shall be deemed to be outstanding Shares from the time when
the sale is reported to the Trustees or their agents for determining net
asset value, but not before (i) an unconditional purchase order therefor
has been received by the Trustees (directly or through one of their agents)
or by the Principal Underwriter of the Shares and the sale price in
currency has been determined and (ii) receipt by the Trustees (directly or
through one of their agents) of federal funds in the amount of the sale
price; and such sale price (net of commission, if any, and any stamp or
other tax payable by the Trust in connection with the issue and sale of the
Share sold) shall be thereupon deemed to be an asset of the Trust.
(b) Shares distributed pursuant to Section 7.6 shall be deemed to be
outstanding as of the time that Shareholders who shall receive the
distribution are determined.
(c) Shares for which a proper application for redemption has been made or
which are subject to repurchase by the Trustees shall be deemed to be
outstanding Shares up to and including the time as of which the redemption
or repurchase price is determined. After such time, they shall be deemed to
be no longer outstanding Shares and the redemption or purchase price until
paid shall be deemed to be a liability of the applicable Series or Class
thereof.
Section 7.6. Distributions to Shareholders. Without limiting the powers of
the Trustees under Subsection (g) of Section 2.1 of Article II hereof, the
Trustees may at any time and from time to time, as they may determine, allocate
or distribute to Shareholders of a particular Series such income and capital
gains, accrued or realized, as the Trustees may determine, after providing for
actual, accrued or estimated expenses and liabilities (including such reserves
as the Trustees may establish) determined in accordance with generally accepted
accounting practices. The Trustees shall have full discretion to determine which
items shall be treated as income and which items as capital and their
determination shall be binding upon the Shareholders. Such distributions shall
be made in cash or property belonging to the applicable Series or in Shares of
the applicable Series or Class thereof or any combination thereof as determined
by the Trustees. Any such distribution paid in Shares shall be paid at the net
asset value thereof as determined pursuant to this Article VII. The Trustees may
adopt and offer to Shareholders such dividend reinvestment plans, cash dividend
payout plans or related plans as the Trustees shall deem appropriate. Inasmuch
as the computation of net income and gains for Federal income tax purposes may
vary from the computation thereof on the books of the Trust, the above
provisions shall be interpreted to give the Trustees the power in their
discretion to allocate or distribute for any fiscal years as ordinary dividends
and as capital gains distributions, respectively, additional amounts sufficient
to enable the Trust to avoid or reduce liability for taxes.
Section 7.7. Power to Modify Foregoing Procedures. Notwithstanding any of
the foregoing provisions of this Article VII, the Trustees may prescribe, in
their absolute discretion, such other bases and times for the determination of
the per share net asset value of Shares as may be permitted by, or as they may
deem necessary or desirable to enable the Trust to comply with, any provision of
the 1940 Act, any rule or regulation thereunder (including any rule or
regulation adopted pursuant to Section 22 of the 1940 Act by
17
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the Commission or any securities association or exchange registered under the
Securities Exchange Act of 1934, as amended) or any order of exemption issued by
the Commission, all as in effect now or as hereafter amended or modified.
ARTICLE VIII
CUSTODIAN
Section 8.1. Appointment and Duties. Subject to the 1940 Act and such
rules, regulations and orders as the Commission may adopt, the Trustees shall
employ a bank or trust company having a capital, surplus and undivided profits
of at least $2,000,000 as custodian with authority as the agent of the Trust,
but subject to such restrictions, limitations and other requirements, if any, as
may be contained in the By-Laws of the Trust: (a) to hold the securities owned
by the Trust and deliver the same upon written order;
(b) to receive and receipt for any moneys due to the Trust and deposit the
same in its own banking department or elsewhere as the Trustees may direct;
and
(c) to disburse such funds upon orders or vouchers.
The Trustees may also authorize such custodian as the agent of the Trust (x) to
keep the books and accounts of the Trust and of each Series and Class and
furnish clerical and accounting services and (y) to compute the net income and
the value of the net assets of each Series and Class.
The acts and services of the custodian shall be performed upon such basis
of compensation as may be agreed upon by the Trustees and the custodian. If so
directed by a Majority Shareholder Vote, the custodian shall deliver and pay
over all property of the Trust held by it as specified in such vote.
The Trustees also authorize the custodian to employ one or more
sub-custodians from time to time to perform such of the acts and services of the
custodian and upon such terms and conditions, as may be agreed upon between the
custodian and such sub-custodian and approved by the Trustees, provided that in
every case such sub-custodian shall be a bank or trust company organized under
the laws of the United States or one of the states thereof and having capital,
surplus and undivided profits of at least $2,000,000.
Section 8.2. Action Upon Termination of Custodian Agreement. Upon
termination of a custodian agreement or inability of any custodian to continue
agreement or inability of any custodian to continue to serve, the Trustees shall
promptly appoint a successor custodian, but in the event that no successor
custodian can be found who has the required qualifications and is willing to
serve, the Trustees shall call as promptly as possible a special Shareholders'
meeting to determine whether the Trust shall function without a custodian or
shall be liquidated. If so directed by vote of the holders of a majority of the
Shares outstanding and entitled to vote, the custodian shall deliver and pay
over all Trust Property held by it as specified in such vote.
Section 8.3. Central Certificate System, Etc. Subject to such rules,
regulations and order as the Commission may adopt, the Trustees may direct the
custodian to deposit all or any part of the securities owned by the Trust in a
system for the central handling of securities established by a national
securities exchange or a national securities association registered with the
Commission under the Securities Exchange Act of 1934, or such other person as
may be permitted by the Commission, or otherwise in accordance with 1940 Act,
pursuant to which system all securities of any particular class or series of any
issuer deposited within the system are treated as fungible and may be
transferred or pledged by bookkeeping entry without physical delivery of such
securities, provided that all such deposits shall be subject to withdrawal only
upon the order of the Trust.
Section 8.4. Acceptance of Receipts in Lieu of Certificates. Subject to
such rules, regulations and orders as the Commission may adopt, the Trustees may
direct the custodian to accept written receipts or
18
<PAGE>
other written evidences indicating purchases of securities held in book-entry
for in the Federal Reserve System in accordance with regulations promulgated by
the Board of Governors of the Federal Reserve System and the local Federal
Reserve Banks in lieu of receipt of certificates representing such securities.
ARTICLE IX
DURATION; TERMINATION OF TRUST;
AMENDMENT; MERGERS; OFFICES, ETC.
Section 9.1. Duration and Termination. (a) Unless terminated as provided
herein, the Trust shall continue without limitation of time. The Trust or any
Series thereof may be terminated by the affirmative vote of a least 66 2/3% of
the Shares outstanding of each Series affected by the matter or, when authorized
by a Majority Shareholder Vote of each Series affected by the matter or, if
applicable, to a Majority Shareholders Vote of the Trust, by an instrument in
writing signed by a majority of the Trustees. Upon the termination of the Trust,
(i) The Trust or any affected Series shall carry on no business except
for the purpose of winding up its affairs.
(ii) The Trustees shall proceed to wind up the affairs of the Trust or
any affected Series and all of the powers of the Trustees under this
Declaration shall continue until the affairs of the Trust or any
affected Series shall have been wound up, including the power to
fulfill or discharge the contracts of the Trust or any affected
Series, collect its assets, sell, convey, assign, exchange, transfer
or otherwise dispose of all or any part of the remaining Trust
Property or property of the affected Series to one or more persons at
public or private sale for consideration which may consist in whole or
in part of cash, securities or other property of any kind, discharge
or pay its liabilities, and do all other acts appropriate to liquidate
its business, provided that any sale, conveyance, assignment,
exchange, transfer or other disposition of all or substantially all
the Trust Property or property belonging to the affected Series that
requires Shareholder approval under Section 9.3 hereof shall receive
the approval so required.
(iii) After paying or adequately providing for the payment of all
liabilities, and upon receipt of such releases, indemnities and
refunding agreements as they deem necessary for their protection, the
Trustees may distribute the remaining Trust Property or property
belonging to the affected Series, in cash or in kind or partly each,
among the Shareholders according to their respective rights.
(b) After termination of the Trust or any Series and distribution to the
Shareholders as herein provided, a majority of the Trustees shall execute
and lodge among the records of the Trust an instrument in writing setting
forth the fact of such termination, and the Trustees shall thereupon be
discharged from all further liabilities and duties hereunder with respect
to the Series affected, and the rights and interests of all Shareholders of
the Series affected shall thereupon cease.
Section 9.2. Amendment Procedure. (a) This Declaration may be amended from
time to time by an instrument in writing signed by a majority of the Trustees
when authorized by a Majority Shareholder Vote, provided that any amendment
having the purpose of changing the name of the Trust or of a Series or Class
thereof, establishing any Series or Class or of supplying any omission, curing
any ambiguity or curing, correction or supplementing any defective or
inconsistent provision shall not require authorization by the Shareholders.
Nothing contained in this Declaration shall permit the amendment of this
Declaration to impair the exemption from personal liability of the Shareholders,
Trustees, officers, employees and agents of the Trust or to permit assessments
upon Shareholders.
(b) a certificate signed by a majority of the Trustees setting forth an
amendment and reciting that it was duly adopted as aforesaid, or a copy of
this Declaration as amended, executed by a
19
<PAGE>
majority of the Trustees, shall be conclusive evidence of such amendment
when lodged among the records of the Trust.
(c) Notwithstanding any other provision hereof, until such time as a
Registration Statement under the Securities Act of 1933, as amended,
covering the first public offering of securities of the Trust shall become
effective, this Declaration may be terminated or amended in any respect by
the affirmative vote of a majority of the Trustees or by an instrument
signed by a majority of the Trustees.
Section 9.3. Merger, Consolidation and Sale of Assets. The Trust or any
Series may merge or consolidate with any other corporation, association, trust
or other organization or may sell, lease or exchange all or substantially all of
the Trust Property or property belonging to the applicable Series, including its
good will, upon such terms and conditions and for such consideration when and as
authorized at any Shareholders' meeting called for the purpose by a Majority
Shareholder Vote.
Section 9.4. Incorporation. With the approval of a Majority Shareholder
Vote, the Trustees may cause to be organized or assist in organizing under the
laws of any jurisdiction a corporation or corporations or any other trust,
partnership, association or other organization to take over all of the Trust
Property or property belonging to a particular Series or to carry on any
business in which the Trust or applicable Series shall directly or indirectly
have any interest, and may sell, convey and transfer the Trust Property or
property belonging to a particular Series to any such corporation, trust,
partnership, association or other organization in exchange for the shares or
securities thereof or otherwise, and may lend money to, subscribe for the shares
or securities of, and enter into any contracts with any such corporation, trust,
partnership, association or other organization, or any corporation, partnership,
trust, association or other organization in which the Trust or applicable Series
holds or is about to acquire shares or any other interest. The Trustees may also
cause a merger or consolidation between the Trust or any successor thereto and
any such corporation, trust, partnership, association, or other organization.
Nothing contained herein shall be construed as requiring approval of
Shareholders for the Trustees to organize or assist in organizing one or more
corporations, trust, partnerships, associations or other organizations and
selling, conveying or transferring less than all or substantially all of the
Trust Property or property belonging to a particular Series to such organization
or entities.
Section 9.5. Principal Office. The principal office of the Trust shall be
located at 201 Highland Avenue, Largo, Florida or such other address as the
Trustees shall designate.
Section 9.6. Registered Office. The Trust's registered office shall be CT
Corporation Systems, 2 Oliver Street, Boston, Massachusetts, or such other place
as the Trustees shall designate.
Section 9.7. Other Offices. The Trust may establish and maintain such other
offices and places of business within or without the Commonwealth of
Massachusetts as the Trustees may from time to time determine.
ARTICLE X
REPORTS TO SHAREHOLDERS
The Trustees shall at least semi-annually submit to the Shareholders of a
particular Series a written financial report of the transactions of the Trust
with respect to that Series, including financial statements which shall at least
annually be accompanied by a report thereon of independent public accountants.
20
<PAGE>
ARTICLE XI
MISCELLANEOUS
Section 11.1. Filing. This Declaration and any amendment hereto shall be
filed with the Secretary of the Commonwealth of Massachusetts and in other
places as may be required under the laws of the Commonwealth of Massachusetts
and may also be filed or recorded in such other places as the Trustees deem
appropriate. Unless any such amendment sets forth some later time for the
effectiveness of such amendment, such amendment shall be effective upon its
filing with the Secretary of the Commonwealth of Massachusetts. A restated
Declaration, integrating in a single instrument all of the provisions of the
Declaration which are then in effect and operative, may be executed from time to
time by a majority of the Trustees and shall, upon filing with the Secretary of
the Commonwealth of Massachusetts, be conclusive evidence of all amendment
contained therein and may hereafter be referred to in lieu of the original
Declaration and the various amendments thereto.
Section 11.2. Governing Law. This Declaration is executed by the Trustees
and delivered in the Commonwealth of Massachusetts and with reference to the
laws thereof, and the rights of all parties and the validity and construction of
every provision hereof shall be subject to and construed according to the laws
of said Commonwealth.
Section 11.3. Counterparts. This Declaration may be simultaneously executed
in several counterparts, each of which shall be deemed to be an original, and
such counterparts, together, shall constitute one and the same instrument, which
shall be sufficiently evidenced by any such original counterpart.
Section 11.4. Reliance by Third Parties. Any certificate executed by an
individual who, according to the record of the Trust, appears to be a Trustee
hereunder, certifying to: (a) the number or identity of Trustees or
Shareholders, (b) the due authorization of the execution of any instrument or
writing, (c) the form of any vote passed at a meeting of Trustees or
Shareholders, (d) the fact that the number of Trustees or Shareholders present
at any meeting or executing any written instrument satisfies the requirements of
this Declaration, (e) the form of any By-Laws adopted by or the identity of any
officers elected by the Trustees or (f) the existence of any fact or facts which
in any manner relate to the affairs of the Trust, shall be conclusive evidence
as to the matter so certified in favor of any Person dealing with the Trustees
and their successors.
Section 11.5. Provisions in Conflict with Law or Regulations. (a) The
provisions of this Declaration are severable, and if the Trustees shall
determine, with the advise of counsel, that any of such provisions is in
conflict with requirements of the 1940 Act, would be inconsistent with any of
the conditions necessary for qualification of the Trust as a regulated
investment company under the United States Internal Revenue Code or is
inconsistent with other applicable laws and regulations, such provision shall be
deemed never to have constituted a part of this Declaration, provided that such
determination shall not affect any of the remaining provisions of the
Declaration or render invalid or improper any action taken or omitted prior to
such determination.
(b) If any provision of this Declaration shall be held invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability
shall attach only to such provision in such jurisdiction and shall not in
any manner affect such provision in any other jurisdiction or any other
provision of this Declaration in any jurisdiction.
Section 11.6. Section Headings; Interpretation. Section headings in this
Declaration are for convenience of reference only, and shall not limit or
otherwise affect the meaning hereof. References in this Declaration to "this
Declaration" shall be deemed to refer to this Declaration as from time to time
amended, and all expressions such as "hereof", "herein" and "hereunder" shall be
deemed to refer to this Declaration and not exclusively to the article or
section in which such words appear.
21
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IN WITNESS WHEREOF, the undersigned have executed this instrument this 30th
day of August, 1991.
- ------------------------------ ------------------------------
Peter R. Brown James L. Churchill
- ------------------------------ ------------------------------
G. John Hurley John R. Kenney
- ------------------------------ ------------------------------
Robert F. McGrath William W. Short, Jr.
- ------------------------------ ------------------------------
Truman H. Sims Jack E. Zimmerman
22
IDEX II SERIES FUND
WRITTEN INSTRUMENT
Pursuant to Section 9.1 of Article IX of the Amended and Restated By-Laws
dated as of October 2, 1988 ("ByLaws") of IDEX II Series Fund (the "Fund"), the
Trustees have authority to amend the By-Laws for the purpose of changing the
name of the Fund.
The undersigned, constituting a majority of the Trustees of the Fund,
including a majority of the Trustees who are not interested persons of the Fund,
do hereby waive all formal requirements, including the necessity of holding a
formal or informal meeting, and any requirement that notice of such meeting be
given, and do hereby consent in writing to the following actions:
WHEREAS, the Board of Trustees of the Fund has previously adopted Amended
and Restated ByLaws as of January 7, 1986 and amended on October 2, 1988;
WHEREAS, the Board of Trustees desires to change the name of the Fund from
"IDEX II Series Fund" to "IDEX Series Fund"; and
WHEREAS, it is presently contemplated that the name change of IDEX II
Series Fund to IDEX Series Fund will become effective September 20, 1996;
NOW THEREFORE BE IT
RESOLVED, that the name of "IDEX II Series Fund" be changed to "IDEX Series
Fund" by execution of an instrument in accordance with Section 9.1 of
Article IX of the By-Laws of the Fund, such instrument to be made effective
on or about September 20, 1996.
The undersigned agree and consent that this Written Instrument may be
executed in counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
Dated as of September 20, 1996.
/S/ JOHN R. KENNEY /S/ PETER R. BROWN
_______________________ _____________________
John R. Kenney Peter R. Brown
/S/ JAMES L. CHURCHILL /S/ JOHN HURLEY
_______________________ _____________________
James L. Churchill G. John Hurley
/S/ WILLIAM W. SHORT, JR. /S/ DANIEL CALABRIA
_______________________ _____________________
William W. Short, Jr. Daniel Calabria
/S/ CHARLES C. HARRIS /S/ JACK E. ZIMMERMAN
_______________________ _____________________
Charles C. Harris Jack E. Zimmerman
/S/ JULIAN A.LERNER
_______________________
Julian A. Lerner
<PAGE>
IDEX II SERIES FUND
CERTIFICATE OF
AMENDMENT TO BYLAWS
I, Pamela C. Dils, Secretary of IDEX II Series Fund (the "Fund"), hereby
certify that the following amendment to the Fund's bylaws was duly adopted by
the Board of Trustees of the Fund on March 22, 1993 and that effective March 22,
1993, Sections 3.3 and 3.9 of the Fund's bylaws are hereby amended in their
entirety to read as follows:
Section 3.3. Notice of Meetings. Notice of all Shareholders' meetings,
stating the time, place and purpose of the meeting, shall be given by the
Secretary or an Assistant Secretary of the Trust by mail to each
Shareholder entitled to notice of and to vote at such meeting at his
address as recorded on the register of the Trust mailed at least 10 days
and not more than 90 days before the meeting. Such notice shall be deemed
to be given when deposited in the United States mail, with postage thereon
prepaid. Any adjourned meeting may be held as adjourned without further
notice. No notice need be given (a) to any Shareholder if a written waiver
of notice, executed before or after the meeting by such Shareholder or his
attorney thereunto duly authorized, is filed with the records of the
meeting, or (b) to any Shareholder who attends the meeting without
protesting prior thereto or at its commencement the lack of notice to him.
A waiver of notice need not specify the purposes of the meeting.
Section 3.9. Record Dates. The Trustees may fix in advance a date as a
record date for the purpose of determining the Shareholders who are
entitled to notice of and to vote at any meeting or any adjournment
thereof, or to express consent in writing without a meeting to any action
of the Trustees, or who shall receive payment of any dividend or of any
other distribution, or for the purpose of any other lawful action, provided
that such record date shall be not more than 90 days before the date on
which the particular action requiring such determination of Shareholders is
to be taken. In such case, subject to the provisions of Section 3.4, each
eligible Shareholder of record on such record date shall be entitled to
notice of, and to vote at, such meeting or adjournment, or to express such
consent, or to receive payment of such dividend or distribution or to take
such other action, as the case may be, notwithstanding any transfer of
Shares on the register of the Trust after the record date.
Dated this 22nd day of March, 1993.
/s/ PAMELA C. DILS
_______________________
By: Pamela C. Dils
Secretary
<PAGE>
MEMORANDUM OF ACTION BY
MAJORITY TRUSTEES OF IDEX II
The below signed, constituting the majority of the Trustees of IDEX II, a
Massachusetts business Trust, hereby adopt the following resolution:
WHEREAS, Section 2-10 of the Declaration of Trust provides that the
Trustees may adopt By-Laws to provide for the conduct of the business of
the Trust; and
WHEREAS, the Trustees believe that it is in the best interest of the Trust
to adopt By-Laws in the form attached hereto.
RESOLVE, that the form of By-Laws attached hereto are hereby adopted by the
Trust.
/S/ W. SCANE BOWLER
__________________________
W. SCANE BOWLER, Trustee
/S/ ROBERT J. DRUTEN
__________________________
ROBERT J. DRUTEN, Trustee
Dated as of: January 7, 1986
<PAGE>
AMENDED AND RESTATED BY-LAWS
OF IDEX II
As adopted as of January 7, 1986, and amended
on October 2, 1988
<PAGE>
Table of Contents
Page
ARTICLE I - Definitions.....................................................1
ARTICLE II - Offices and Seal...............................................1
Section 2.1 Principal Office.....................................1
Section 2.2 Registered Office....................................1
Section 2.3 Other Offices........................................1
Section 2.4 Seal.................................................2
ARTICLE III - Shareholders..................................................2
Section 3.1. Meetings.............................................2
Section 3.2. Place of Meeting.....................................2
Section 3.3. Notice of Meetings...................................2
Section 3.4. Shareholders Entitled to Vote........................3
Section 3.5 Quorum...............................................4
Section 3.6. Adjournment..........................................4
Section 3.7. Proxies..............................................4
Section 3.8. Inspection of Records................................5
Section 3.9. Record Dates.........................................5
ARTICLE IV - Meetings of Trustees...........................................6
Section 4.1. Regular Meetings.....................................6
Section 4.2. Special Meetings.....................................6
Section 4.3. Notice...............................................6
Section 4.4. Waiver of Notice.....................................7
Section 4.5. Quorum, Adjournment and Voting.......................7
Section 4.6. Compensation.........................................7
ARTICLE V - Executive Committee and Other Committees........................8
Section 5.1. How Constituted......................................8
Section 5.2. Powers of the Executive Committee....................8
Section 5.3. Other Committees of Trustees.........................8
Section 5.4. Proceedings, Quorum and Manner of Acting.............8
Section 5.5. Other Committees.....................................9
i
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ARTICLE VI - Officers.......................................................9
Section 6.1. General.............................................9
Section 6.2. Election, Term of Office and Qualifications.........10
Section 6.3. Resignations and Removals...........................10
Section 6.4. Vacancies and Newly Created Offices.................11
Section 6.5. Chairman of the Board...............................11
Section 6.6. President...........................................11
Section 6.7. Vice President......................................12
Section 6.8. Treasurer and Assistant Treasurers..................12
Section 6.9. Secretary and Assistant Secretaries.................13
Section 6.10. Subordinate Officers................................14
Section 6.11. Remuneration........................................14
Section 6.12. Surety Bonds........................................14
ARTICLE VII - Execution of Instruments, Voting of Securities................15
Section 7.1. Execution of Instruments............................15
Section 7.2. Voting of Securities................................15
ARTICLE VIII - Fiscal Year, Accountants.....................................16
Section 8.1. Fiscal Year.........................................16
Section 8.2. Accountants.........................................16
ARTICLE IX - Amendments.....................................................17
Section 9.1. General.............................................17
ii
<PAGE>
AMENDED AND RESTATED BY-LAWS
OF IDEX II
ARTICLE I
Definitions
The terms "Affiliated Person", Commission", "Declaration", "Interested
Person", "Investment Adviser", "Majority Shareholder Vote","1940 Act",
"Principal Underwriter", "Shareholder", "Shares", "Trust", "Trust Property" and
"Trustees" have the meanings given them in the Declaration of Trust (the
"Declaration") of IDEX II dated January 7, 1986, as amended from time to time.
ARTICLE II
Offices and Seal
Section 2.1 Principal Office. The principal office of the Trust shall be
located in the City of Clearwater, State of Florida.
Section 2.2 Registered Office. The Trust shall maintain a registered office
in the City of Boston, Commonwealth of Massachusetts.
Section 2.3 Other Offices. The Trust may establish and maintain such other
offices and places of business within or without the Commonwealth of
Massachusetts as the Trustees may from time to time determine.
Section 2.4 Seal. The seal of the Trust shall be circular in form and shall
bear the name of the Trust, the year of its organization, and the words "Common
Seal" and "A Massachusetts Voluntary Association." The form of the seal shall be
subject to alteration by the Trustees and the seal may be used by causing it or
a facsimile to be impressed or affixed or printed or otherwise reproduced. Any
officer or Trustee of the Trust shall have authority to affix the seal of the
Trust to any document requiring the same but, unless otherwise required by the
Trustees, the seal shall not be necessary to be placed on, and its absence shall
not impair the validity, of any document, instrument or other paper executed and
delivered by or on behalf of the Trust.
ARTICLE III
Shareholders
Section 3.1. Meetings. A Shareholders' meeting for the election of Trustees
and the transaction of other proper business shall be held when authorized under
or required by the Declaration.
Section 3.2. Place of Meeting. All Shareholders' meetings shall be held at
such place within or without the Commonwealth of Massachusetts as the Trustees
shall designate.
Section 3.3. Notice of Meetings. Notice of all Shareholders' meetings,
stating the time, place and purpose of the meeting, shall be given by the
Secretary or an Assistant Secretary of the Trust by mail to each Shareholder
entitled to notice of and to vote at such meeting at his address as recorded on
the register of the Trust mailed at
1
<PAGE>
least 10 days and not more than 60 days before the meeting. Such notice shall be
deemed to be given when deposited in the United States mail, with postage
thereon prepaid. Any adjourned meeting may be held as adjourned without further
notice. No notice need be given (a) to any Shareholder if a written waiver of
notice, executed before or after the meeting by such Shareholder or his attorney
thereunto duly authorized, is filed with the records of the meeting, or (b) to
any Shareholder who attends the meeting without protesting prior thereto or at
its commencement the lack of notice to him. A waiver of notice need not specify
the purposes of the meeting.
Section 3.4. Shareholders Entitled to Vote. If, pursuant to Section 3.9
hereof, a record date has been fixed for the determination of Shareholders
entitled to notice of and to vote at any Shareholders' meeting, each Shareholder
of the Trust shall be entitled to vote, in person or by proxy, each Share or
fraction thereof standing in his name on the register of the Trust at the time
of determining net asset value on such record date. If no record date has been
fixed for the determination of Shareholders so entitled, the record date for the
determination of Shareholders entitled to notice of and to vote at a
Shareholders' meeting shall be at the close of business on the day on which
notice of the meeting is mailed, or if notice is waived by all Shareholders, at
the close of business on the tenth day next preceding the day in which the
meeting is held.
Section 3.5 Quorum. The presence at any Shareholders' meeting, in person or
by proxy, of Shareholders entitled to cast a majority of the votes thereat shall
be a quorum for the transaction of business.
Section 3.6. Adjournment. The holders of a majority of the Shares entitled
to vote at the meeting and present thereat in person or by proxy, whether or not
constituting a quorum, or, if no Shareholder entitled to vote is present thereat
in person or by proxy, any Trustee or officer present thereat entitled to
preside or act as Secretary of such meeting, may adjourn the meeting sine die or
from time to time. Any business that might have been transacted at the meeting
originally called may be transacted at any such adjourned meeting at which a
quorum is present.
Section 3.7. Proxies. Shares may be voted in person or by proxy. When any
Share is held jointly by several persons, any one of them may vote at any
meeting in person or by proxy in respect of such Share unless at or prior to
exercise of the vote the Trustees receive a specific written notice to the
contrary from any one of them, but if more than one of them shall be present at
such meeting in person or by proxy, and such joint owners or their proxies so
present disagree as to any vote cast, such vote shall not be received in respect
of such share. A proxy purporting to be executed by or on behalf of a
Shareholder shall be deemed valid unless challenged at or prior to its exercise
and the burden of proving invalidity shall rest on the challenger.
Section 3.8. Inspection of Records. The records of the Trust shall be open
to inspection by Shareholders to the same extent as is permitted shareholders of
a Massachusetts business corporation.
Section 3.9. Record Dates. The Trustees may fix in advance a date as a
record date for the purpose of determining the Shareholders who are entitled to
notice of and to vote at any meeting or any adjournment thereof,
2
<PAGE>
or to express consent in writing without a meeting to any action of the
Trustees, or who shall receive payment of any dividend or of any other
distribution, or for the purpose of any other lawful action, provided that such
record date shall be not more than 60 days before the date on which the
particular action requiring such determination of Shareholders is to be taken.
In such case, subject to the provisions of
Section 3.4, each eligible Shareholder of record on such record date shall
be entitled to notice of, and to vote at, such meeting or adjournment, or to
express such consent, or to receive payment of such dividend or distribution or
to take such other action, as the case may be, notwithstanding any transfer of
Shares on the register of the Trust after the record date.
ARTICLE IV
Meetings of Trustees
Section 4.1. Regular Meetings. The Trustees from time to time shall provide
by resolution for the holding of regular meetings for the election of officers
and the transaction of other proper business and fix their time and place within
or without the Commonwealth of Massachusetts.
Section 4.2. Special Meetings. Special meetings of the Trustees shall be
held whenever called by the Chairman of the Board, the President (or, in the
absence or disability of the President, by any Vice President), the Treasurer,
the Secretary or two or more Trustees, at the time and place within or without
the Commonwealth of Massachusetts specified in the respective notices or waivers
of notice of such meetings.
Section 4.3. Notice. Notice of regular and special meetings, stating the
time and place, shall be (a) mailed to each Trustee at his residence or regular
place of business at least five days before the day on which the meeting is to
be held or (b) caused to be delivered to him personally or to be transmitted to
him by telegraph, cable or wireless at least two days before the day on which
the meeting is to be held. Unless otherwise required by law, such notice need
not include a statement of the business to be transacted at, or the purpose of,
the meeting. No notice of adjournment of a meeting or the Trustees to another
time or place need be given if such time and place are announced at such
meeting.
Section 4.4. Waiver of Notice. Notice of a meeting need not be given to any
Trustee if a written waiver of notice, executed by him before or after the
meeting, is filed with the records of the meeting, or to any Trustee who attends
the meeting without protesting prior thereto or at its commencement the lack of
notice to him. A waiver of notice need not specify the purposes of the meeting.
Section 4.5. Quorum, Adjournment and Voting. At all meetings of the
Trustees, the presence of a majority of the total number of Trustees authorized,
but not less than two, shall constitute a quorum for the transaction of
business. A majority of the Trustees present, whether or not constituting a
quorum, may adjourn the meeting, from time to time. The action of a majority of
the Trustees present at a meeting at which a quorum is present shall be the
action of the Trustees unless the concurrence of a greater proportion is
required for such action by law, by the Declaration or by these By-laws.
3
<PAGE>
Section 4.6. Compensation. Each Trustee may receive such remuneration for
his services as such as shall be fixed from time to time by resolution of the
Trustees.
ARTICLE V
Executive Committee and Other Committees
Section 5.1. How Constituted. The Trustees may, by resolution, designate
one or more committees, including an Executive Committee, an Audit Committee and
a Committee on Administration, each consisting of at least two Trustees. The
Trustees may, by resolution, designate one or more alternate members of any
committee to serve in the absence of any member or other alternate member of
such committee. Each member and alternate member of a committee shall be a
Trustee and shall hold office at the pleasure of the Trustees. The Chairman of
the Board and the President shall be members of the Executive Committee.
Section 5.2. Powers of the Executive Committee. Unless otherwise provided
by resolution of the Trustees, the Executive Committee shall have and may
exercise all of the power and authority of the Trustees, provided that the power
and authority of the Executive Committee shall be subject to the limitations
contained in the Declaration.
Section 5.3. Other Committees of Trustees. To the extent provided by
resolution of the Trustees, other committees shall have and may exercise any of
the power and authority that may lawfully be granted to the Executive Committee.
Section 5.4. Proceedings, Quorum and Manner of Acting. In the absence of
appropriate resolution of the Trustees, each committee may adopt such rules and
regulations governing its proceedings, quorum and manner of acting as it shall
deem proper and desirable, provided that the quorum shall not be less than two
trustees. In the absence of any member or alternate member of any such
committee, the members thereof present at any meeting, whether or not they
constitute a quorum, may appoint a Trustee to act in the place of such absent
member or alternate member. Members and alternate members of a committee may
participate in a meeting of such committee by means of a conference telephone or
similar communications equipment if all persons participating in the meeting can
hear each other at the same time. Participation in a meeting by these means
shall constitute presence in person at the meeting.
Section 5.5. Other Committees. The Trustees may appoint other committees,
each consisting of one or more persons who need not be Trustees. Each such
committee shall have such powers and perform such duties as may be assigned to
it from time to time by the Trustees, but shall not exercise any power which may
lawfully be exercised only by the Trustees or a committee thereof.
4
<PAGE>
ARTICLE VI
Officers
Section 6.1. General. The officers of the Trust shall be a Chairman of the
Board, a President, a Secretary, and a Treasurer, and may include one or more
Vice Presidents, one or more Assistant Secretaries, one or more Assistant
Treasurers, and such other officers as may be appointed in accordance with the
provisions of Section 6.10 of this Article VI.
Section 6.2. Election, Term of Office and Qualifications. The officers of
the Trust (except those appointed pursuant to Section 6.10) shall be elected by
the Trustees at their first meeting. If an officer or officers are not elected
at any such meeting, such officer or officers may be elected at any subsequent
regular or special meeting of the Trustees. Each officer elected by the Trustees
shall hold office subject to Section 6.3 and 6.4 of this Article VI and until
his successor shall have been chosen and qualified. No person shall hold more
than one office of the Trust, except that the President may hold the office of
Chairman of the Board and any Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary of the Trust may also hold the office of Vice President. The
Chairman of the Board and the President shall be selected from among the
Trustees of the Trust and may hold such offices only so long as they continue to
be Trustees. Any Trustee or officer may be but need not be a Shareholder of the
Trust.
Section 6.3. Resignations and Removals. Any officer may resign his office
at any time by delivering a written resignation to the Trustees, the President,
the Secretary or any Assistant Secretary. Unless otherwise specified therein,
such resignation shall take effect upon delivery. Any officer may be removed
from office with or without cause by the vote of a majority of the Trustees at
any regular meeting or any special meeting. Except to the extent expressly
provided in a written agreement with the Trust, no officer resigning and no
officer removed shall have any right to any compensation for any period
following his resignation or removal, or any right to damages on account of such
removal.
Section 6.4. Vacancies and Newly Created Offices. If any vacancy shall
occur in any office by reason of death, resignation, removal, disqualification
or other cause, or if any new office shall be created, such vacancies or newly
created offices may be filled by the Trustees at any regular or special meeting
or, in the case of any office created pursuant to Section 6.10 of this Article
VI, by any officer upon whom such power shall have been conferred by the
Trustees.
Section 6.5. Chairman of the Board. The Chairman of the Board shall preside
at all Shareholders' meetings and at all meetings of the Trustees. He shall have
such other powers and perform such other duties as may be assigned to him from
time to time by the Trustees.
Section 6.6. President. The President shall be the chief executive and
operating officer of the Trust and, at the request of or in the absence or
disability of the Chairman of the Board, he shall preside at all Shareholders'
5
<PAGE>
meetings and at all meetings of the Trustees and shall in general, exercise the
powers and perform the duties of the Chairman of the Board. Subject to the
supervision of the Trustees, he shall have general charge of the operations of
the Trust and its officers, employees and agents. He shall exercise such other
powers and perform such other duties as from time to time may be assigned to him
by the Trustees.
Section 6.7. Vice President. The Trustees may, from time to time, designate
and elect one or more Vice Presidents who shall have such powers and perform
such duties as from time to time may be assigned to them by the Trustees or the
President. At the request or in the absence or disability of the President, the
Vice President (or, if there are two or more Vice Presidents, the Vice President
designated by the Trustees) may perform all the duties of the President and,
when so acting, shall have all the powers of and be subject to all the
restrictions upon the President.
Section 6.8. Treasurer and Assistant Treasurers. The Treasurer shall be the
principal financial and accounting officer of the Trust and shall have general
charge of the finances and books of account of the Trust. Except as otherwise
provided by the Trustees, he shall have general supervision of the funds and
property of the Trust and of the performance by the Custodian appointed pursuant
to Section 8.1 of the Declaration of its duties with respect thereto. The
Treasurer shall render a statement of condition of the finances of the Trust to
the Trustees as often as they shall require the same and he shall in general
perform all the duties incident to the office of Treasurer and such other duties
as from time to time may be assigned to him by the Trustees. Any Assistant
Treasurer may perform such duties of the Treasurer as the Treasurer or the
Trustees may assign, and, in the absence of the Treasurer, he may perform all
the duties of the Treasurer.
Section 6.9. Secretary and Assistant Secretaries. The Secretary shall
attend to the giving and serving of all notices of the Trust and shall record
all proceedings of the meetings of the Shareholders and Trustees in one or more
books to be kept for that purpose. He shall keep in safe custody the seal of the
Trust, and shall have charge of the records of the Trust, including the register
of shares and such other books and papers as the Trustees may direct and such
books, reports, certificates and other documents required by law to be kept, all
of which shall at all reasonable times be open to inspection by any Trustee. He
shall perform such other duties as appertain to his office or as may be required
by the Trustees.
Any Assistant Secretary may perform such duties of the Secretary as the
Secretary or the Trustee may assign, and, in the absence of the Secretary, he
may perform all the duties of the Secretary.
Section 6.10. Subordinate Officers. The Trustees from time to time may
appoint such other subordinate officers or agents as they may deem advisable,
each of whom shall have such title, hold office for such period, have such
authority and perform such duties as the Trustees may determine. The Trustees
from time to time may delegate to one or more officers or agents the power to
appoint any such subordinate officers or agents and to prescribe their
respective rights, terms of office, authorities and duties.
6
<PAGE>
Section 6.11. Remuneration. The salaries or other compensation of the
officers of the Trust shall be fixed from time to time by resolution of the
Trustees, except that the Trustees may by resolution delegate to any person or
group of persons the power to fix the salaries or other compensation of any
subordinate officers or agents appointed in accordance with the provisions of
Section 6.10 hereof.
Section 6.12. Surety Bonds. The Trustees may require any officer or agent
of the Trust to execute a bond (including, without limitation, any bond required
by the 1940 Act and the rules and regulations of the Commission) to the Trustees
in such sum and with such surety or sureties as the Trustees may determine,
conditioned upon the faithful performance of his duties to the Trust, including
responsibility for negligence and for the accounting of any of the Trust
Property that may come into his hands. In any such case, a new bond of like
character shall be given at least every six years, so that the date of the new
bond shall not be more than six years subsequent to the date of the bond
immediately preceding.
ARTICLE VII
Execution of Instruments, Voting of Securities
Section 7.1. Execution of Instruments. All deeds, documents, transfers,
contracts, agreements, requisitions or orders, promissory notes, assignments,
endorsements, checks and drafts for the payment of money by the Trust, and other
instruments requiring execution either in the name of the Trust or the names of
the Trustees or otherwise may be signed by the Chairman, the President, a Vice
President or the Secretary and by the Treasurer or an Assistant Treasurer, or as
the Trustees may otherwise, from time to time, authorize, provided that
instructions in connection with the execution of portfolio securities
transactions may be signed by one such officer. Any such authorization may be
general or confined to specific instances.
Section 7.2. Voting of Securities. Unless otherwise ordered by the
Trustees, the Chairman, the President or any Vice President shall have full
power and authority on behalf of the Trustees to attend and to act and to vote,
or in the name of the Trustees to execute proxies to vote, at any meeting of
stockholders of any company in which the Trust may hold stock. At any such
meeting such officer shall possess and may exercise (in person or by proxy) any
and all rights, powers and privileges incident to the ownership of such stock.
The Trustees may by resolution from time to time confer like powers upon any
other person or persons.
ARTICLE VIII
Fiscal Year, Accountants
Section 8.1. Fiscal Year. The fiscal year of the Trust shall be established
by resolution of the Trustees.
Section 8.2. Accountants. (a) The Trustees shall employ an independent
public accountant or firm of independent public accountants as their accountant
to examine the accounts of the Trust and to sign and certify at least annually
7
<PAGE>
financial statements filed by the Trust. The accountant's certificates and
reports shall be addressed both to the Trustees and to the Shareholders.
(b) A majority of the Trustees who are not Interested Persons of the
Trust shall select the accountant at any meeting held before the first
Shareholders' meeting, and thereafter shall select the accountant annually
by votes, cast in person, at a meeting held within 30 days before or after
the beginning of the fiscal year of the Trust. Such selection shall be
submitted for ratification or rejection at the next succeeding
Shareholders' meeting. If such meeting shall reject such selection, the
accountant shall be selected by a Majority Shareholder Vote, either at the
meeting at which the rejection occurred or at a subsequent Shareholders'
meeting called for the purpose.
(c) Any vacancy occurring due to the death or resignation of the
accountant, may be filled at a meeting called for the purpose by the vote,
cast in person, of a majority of those Trustees who are not Interested
Persons of the Trust.
ARTICLE IX
Amendments
Section 9.1. General. These By-Laws may be amended or repealed, in
whole or in part, by a majority of the Trustees then in office at any
meeting of the Trustees, or by one or more writings signed by such a
majority.
8
<PAGE>
CLASS A SHARES OF
IDEX II
AGGRESSIVE GROWTH PORTFOLIO
A series of shares of
IDEX II SERIES FUND
(A MASSACHUSETTS BUSINESS TRUST)
SHARES OF BENEFICIAL INTEREST
THIS CERTIFIES that is the owner of ACCOUNT NO. ALPHA CODE
fully paid and non-assessable Class A Shares (without par value) of IDEX II
Aggressive Growth Portfolio, a series of shares (the "Series") of IDEX II Series
Fund, a Massachusetts business trust (the "Trust"), which shares are established
and designated under the Declaration of Trust dated January 7, 1986, and
restated as of August 30, 1991, as amended from time to time (the "Trust
Agreement"). The terms of the Trust Agreement, a copy of which is on file with
the Secretary of the Commonwealth of Massachusetts, are hereby incorporated by
reference as fully as if set down herein in their entirety. As provided in the
Trust Agreement, the beneficial interest in the Series has been divided into
classes of Shares, and the Shares evidenced hereby represent the beneficial
interest in an undivided proportionate part of the assets belonging to the
Series subject to the liabilities belonging to the Series and classes thereof.
Such Shares have the rights and preferences set forth in the Trust Agreement and
the Trust will furnish the holder of this certificate upon written request and
without charge a statement of such rights and preferences. THE SHARES EVIDENCED
HEREBY ARE SUBJECT TO REDEMPTION BY THE TRUST pursuant to the procedures that
may be determined by the Trustees in accordance with the Trust Agreement. This
certificate is issued by the Trustees of the Trust not individually but as
Trustees under the Trust Agreement, and represents shares of beneficial interest
in the Series and does not bind any of the Trustees, shareholders, officers,
employees or agents of the Trust personally but only the assets and property of
the Series. Subject to the provisions of the Trust Agreement, the Class A shares
represented by this certificate are transferable upon the books of the Trust by
the registered holder hereof in person or by its duly authorized attorney upon
surrender of this certificate.
Witness the facsimile signature of the President and Treasurer of the Trust and
the signature of its duly authorized agent.
VOID IF NOT COUNTERSIGNED
COUNTERSIGNED by Idex Investor Services, Inc.
P.O. Box 9015, Clearwater, FL 34618-9015
TRANSFER AGENT
BY
--------------------------------------------
AUTHORIZED SIGNATURE
PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS A SHARES OF IDEX II AGGRESSIVE GROWTH PORTFOLIO
A SERIES OF IDEX II SERIES FUND SHARES
NUMBER IM
ACCOUNT NO. ALPHA CODE DEALER NO. CONFIRM NO.
TRADE DATE CONFIRM DATE BATCH ID. NO.
CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING. PLEASE PRINT THE CORRECT INFORMATION BELOW, AND RETURN TO:
IDEX INVESTOR SERVICES, INC.
P.O. BOX 9015
CLEARWATER, FL 34618-9015
TAX IDENT. OR SOC. SEC. NO.
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full,
according to the applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFTS/TRANSFERS MIN ACT - Custodian
_____________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right
of survivorship under Uniform Gifts/Transfers to Minors
and not as tenants in common Act _______
(State)
Additionalabbreviations may also be used though
not in the above list.
For value received, ___________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________
______________________________
__________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
__________________________________________________________________________
__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint
______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full
power of substitution in the premises
Dated, ___________________
__________________________________
Owner
__________________________________
Signature of Co-Owner, if any
IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)
Signature(s) guaranteed by:
___________________________________
Name of Institution
___________________________________
Authorized Signature
(Guarantee stamp must be included)
<PAGE>
NOTICE THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
THIS SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION WHO MEETS THE STANDARDS AND PROCEDURES OF THE
TRANSFER AGENT.
<PAGE>
CLASS B SHARES OF
IDEX II
AGGRESSIVE GROWTH PORTFOLIO
A series of shares of
IDEX II SERIES FUND
(A MASSACHUSETTS BUSINESS TRUST)
SHARES OF BENEFICIAL INTEREST
THIS CERTIFIES that is the owner of ACCOUNT NO. ALPHA CODE
fully paid and non-assessable Class B Shares (without par value) of IDEX II
Aggressive Growth Portfolio, a series of shares (the "Series") of IDEX II Series
Fund, a Massachusetts business trust (the "Trust"), which shares are established
and designated under the Declaration of Trust dated January 7, 1986, and
restated as of August 30, 1991, as amended from time to time (the "Trust
Agreement"). The terms of the Trust Agreement, a copy of which is on file with
the Secretary of the Commonwealth of Massachusetts, are hereby incorporated by
reference as fully as if set down herein in their entirety. As provided in the
Trust Agreement, the beneficial interest in the Series has been divided into
classes of Shares, and the Shares evidenced hereby represent the beneficial
interest in an undivided proportionate part of the assets belonging to the
Series subject to the liabilities belonging to the Series and classes thereof.
Such Shares have the rights and preferences set forth in the Trust Agreement and
the Trust will furnish the holder of this certificate upon written request and
without charge a statement of such rights and preferences. THE SHARES EVIDENCED
HEREBY ARE SUBJECT TO REDEMPTION BY THE TRUST pursuant to the procedures that
may be determined by the Trustees in accordance with the Trust Agreement. This
certificate is issued by the Trustees of the Trust not individually but as
Trustees under the Trust Agreement, and represents shares of beneficial interest
in the Series and does not bind any of the Trustees, shareholders, officers,
employees or agents of the Trust personally but only the assets and property of
the Series. Subject to the provisions of the Trust Agreement, the Class B shares
represented by this certificate are transferable upon the books of the Trust by
the registered holder hereof in person or by its duly authorized attorney upon
surrender of this certificate.
Witness the facsimile signature of the President and Treasurer of the Trust and
the signature of its duly authorized agent.
VOID IF NOT COUNTERSIGNED
COUNTERSIGNED by Idex Investor Services, Inc.
P.O. Box 9015, Clearwater, FL 34618-9015
TRANSFER AGENT
BY
--------------------------------------------
AUTHORIZED SIGNATURE
PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS B SHARES OF IDEX II AGGRESSIVE GROWTH PORTFOLIO
A SERIES OF IDEX II SERIES FUND SHARES
NUMBER IM
ACCOUNT NO. ALPHA CODE DEALER NO. CONFIRM NO.
TRADE DATE CONFIRM DATE BATCH ID. NO.
CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING. PLEASE PRINT THE CORRECT INFORMATION BELOW, AND RETURN TO:
IDEX INVESTOR SERVICES, INC.
P.O. BOX 9015
CLEARWATER, FL 34618-9015
TAX IDENT. OR SOC. SEC. NO.
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full,
according to the applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFTS/TRANSFERS MIN ACT - Custodian
_____________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right
of survivorship under Uniform Gifts/Transfers to Minors
and not as tenants in common Act _______
(State)
Additionalabbreviations may also be used though
not in the above list.
For value received, ___________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________
______________________________
__________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
__________________________________________________________________________
__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint
______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full
power of substitution in the premises
Dated, ___________________
__________________________________
Owner
__________________________________
Signature of Co-Owner, if any
IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)
Signature(s) guaranteed by:
___________________________________
Name of Institution
___________________________________
Authorized Signature
(Guarantee stamp must be included)
<PAGE>
NOTICE THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
THIS SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION WHO MEETS THE STANDARDS AND PROCEDURES OF THE
TRANSFER AGENT.
<PAGE>
CLASS C SHARES OF
IDEX II
AGGRESSIVE GROWTH PORTFOLIO
A series of shares of
IDEX II SERIES FUND
(A MASSACHUSETTS BUSINESS TRUST)
SHARES OF BENEFICIAL INTEREST
THIS CERTIFIES that is the owner of ACCOUNT NO. ALPHA CODE
fully paid and non-assessable Class C Shares (without par value) of IDEX II
Aggressive Growth Portfolio, a series of shares (the "Series") of IDEX II Series
Fund, a Massachusetts business trust (the "Trust"), which shares are established
and designated under the Declaration of Trust dated January 7, 1986, and
restated as of August 30, 1991, as amended from time to time (the "Trust
Agreement"). The terms of the Trust Agreement, a copy of which is on file with
the Secretary of the Commonwealth of Massachusetts, are hereby incorporated by
reference as fully as if set down herein in their entirety. As provided in the
Trust Agreement, the beneficial interest in the Series has been divided into
classes of Shares, and the Shares evidenced hereby represent the beneficial
interest in an undivided proportionate part of the assets belonging to the
Series subject to the liabilities belonging to the Series and classes thereof.
Such Shares have the rights and preferences set forth in the Trust Agreement and
the Trust will furnish the holder of this certificate upon written request and
without charge a statement of such rights and preferences. THE SHARES EVIDENCED
HEREBY ARE SUBJECT TO REDEMPTION BY THE TRUST pursuant to the procedures that
may be determined by the Trustees in accordance with the Trust Agreement. This
certificate is issued by the Trustees of the Trust not individually but as
Trustees under the Trust Agreement, and represents shares of beneficial interest
in the Series and does not bind any of the Trustees, shareholders, officers,
employees or agents of the Trust personally but only the assets and property of
the Series. Subject to the provisions of the Trust Agreement, the Class C shares
represented by this certificate are transferable upon the books of the Trust by
the registered holder hereof in person or by its duly authorized attorney upon
surrender of this certificate.
Witness the facsimile signature of the President and Treasurer of the Trust and
the signature of its duly authorized agent.
VOID IF NOT COUNTERSIGNED
COUNTERSIGNED by Idex Investor Services, Inc.
P.O. Box 9015, Clearwater, FL 34618-9015
TRANSFER AGENT
BY
--------------------------------------------
AUTHORIZED SIGNATURE
PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS C SHARES OF IDEX II AGGRESSIVE GROWTH PORTFOLIO
A SERIES OF IDEX II SERIES FUND SHARES
NUMBER IM
ACCOUNT NO. ALPHA CODE DEALER NO. CONFIRM NO.
TRADE DATE CONFIRM DATE BATCH ID. NO.
CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING. PLEASE PRINT THE CORRECT INFORMATION BELOW, AND RETURN TO:
IDEX INVESTOR SERVICES, INC.
P.O. BOX 9015
CLEARWATER, FL 34618-9015
TAX IDENT. OR SOC. SEC. NO.
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full,
according to the applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFTS/TRANSFERS MIN ACT - Custodian
_____________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right
of survivorship under Uniform Gifts/Transfers to Minors
and not as tenants in common Act _______
(State)
Additionalabbreviations may also be used though
not in the above list.
For value received, ___________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________
______________________________
__________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
__________________________________________________________________________
__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint
______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full
power of substitution in the premises
Dated, ___________________
__________________________________
Owner
__________________________________
Signature of Co-Owner, if any
IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)
Signature(s) guaranteed by:
___________________________________
Name of Institution
___________________________________
Authorized Signature
(Guarantee stamp must be included)
<PAGE>
NOTICE THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
THIS SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION WHO MEETS THE STANDARDS AND PROCEDURES OF THE
TRANSFER AGENT.
<PAGE>
CLASS A SHARES OF
IDEX II
INTERNATIONAL EQUITY PORTFOLIO
A series of shares of
IDEX II SERIES FUND
(A MASSACHUSETTS BUSINESS TRUST)
SHARES OF BENEFICIAL INTEREST
THIS CERTIFIES that is the owner of ACCOUNT NO. ALPHA CODE
fully paid and non-assessable Class A Shares (without par value) of IDEX II
International Equity Portfolio, a series of shares (the "Series") of IDEX II
Series Fund, a Massachusetts business trust (the "Trust"), which shares are
established and designated under the Declaration of Trust dated January 7, 1986,
and restated as of August 30, 1991, as amended from time to time (the "Trust
Agreement"). The terms of the Trust Agreement, a copy of which is on file with
the Secretary of the Commonwealth of Massachusetts, are hereby incorporated by
reference as fully as if set down herein in their entirety. As provided in the
Trust Agreement, the beneficial interest in the Series has been divided into
classes of Shares, and the Shares evidenced hereby represent the beneficial
interest in an undivided proportionate part of the assets belonging to the
Series subject to the liabilities belonging to the Series and classes thereof.
Such Shares have the rights and preferences set forth in the Trust Agreement and
the Trust will furnish the holder of this certificate upon written request and
without charge a statement of such rights and preferences. THE SHARES EVIDENCED
HEREBY ARE SUBJECT TO REDEMPTION BY THE TRUST pursuant to the procedures that
may be determined by the Trustees in accordance with the Trust Agreement. This
certificate is issued by the Trustees of the Trust not individually but as
Trustees under the Trust Agreement, and represents shares of beneficial interest
in the Series and does not bind any of the Trustees, shareholders, officers,
employees or agents of the Trust personally but only the assets and property of
the Series. Subject to the provisions of the Trust Agreement, the Class A shares
represented by this certificate are transferable upon the books of the Trust by
the registered holder hereof in person or by its duly authorized attorney upon
surrender of this certificate.
Witness the facsimile signature of the President and Treasurer of the Trust and
the signature of its duly authorized agent.
VOID IF NOT COUNTERSIGNED
COUNTERSIGNED by Idex Investor Services, Inc.
P.O. Box 9015, Clearwater, FL 34618-9015
TRANSFER AGENT
BY
--------------------------------------------
AUTHORIZED SIGNATURE
PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS A SHARES OF IDEX II INTERNATIONAL EQUITY PORTFOLIO
A SERIES OF IDEX II SERIES FUND SHARES
NUMBER IM
ACCOUNT NO. ALPHA CODE DEALER NO. CONFIRM NO.
TRADE DATE CONFIRM DATE BATCH ID. NO.
CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING. PLEASE PRINT THE CORRECT INFORMATION BELOW, AND RETURN TO:
IDEX INVESTOR SERVICES, INC.
P.O. BOX 9015
CLEARWATER, FL 34618-9015
TAX IDENT. OR SOC. SEC. NO.
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full,
according to the applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFTS/TRANSFERS MIN ACT - Custodian
_____________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right
of survivorship under Uniform Gifts/Transfers to Minors
and not as tenants in common Act _______
(State)
Additionalabbreviations may also be used though
not in the above list.
For value received, ___________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________
______________________________
__________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
__________________________________________________________________________
__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint
______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full
power of substitution in the premises
Dated, ___________________
__________________________________
Owner
__________________________________
Signature of Co-Owner, if any
IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)
Signature(s) guaranteed by:
___________________________________
Name of Institution
___________________________________
Authorized Signature
(Guarantee stamp must be included)
<PAGE>
NOTICE THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
THIS SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION WHO MEETS THE STANDARDS AND PROCEDURES OF THE
TRANSFER AGENT.
<PAGE>
CLASS B SHARES OF
IDEX II
INTERNATIONAL EQUITY PORTFOLIO
A series of shares of
IDEX II SERIES FUND
(A MASSACHUSETTS BUSINESS TRUST)
SHARES OF BENEFICIAL INTEREST
THIS CERTIFIES that is the owner of ACCOUNT NO. ALPHA CODE
fully paid and non-assessable Class B Shares (without par value) of IDEX II
International Equity Portfolio, a series of shares (the "Series") of IDEX II
Series Fund, a Massachusetts business trust (the "Trust"), which shares are
established and designated under the Declaration of Trust dated January 7, 1986,
and restated as of August 30, 1991, as amended from time to time (the "Trust
Agreement"). The terms of the Trust Agreement, a copy of which is on file with
the Secretary of the Commonwealth of Massachusetts, are hereby incorporated by
reference as fully as if set down herein in their entirety. As provided in the
Trust Agreement, the beneficial interest in the Series has been divided into
classes of Shares, and the Shares evidenced hereby represent the beneficial
interest in an undivided proportionate part of the assets belonging to the
Series subject to the liabilities belonging to the Series and classes thereof.
Such Shares have the rights and preferences set forth in the Trust Agreement and
the Trust will furnish the holder of this certificate upon written request and
without charge a statement of such rights and preferences. THE SHARES EVIDENCED
HEREBY ARE SUBJECT TO REDEMPTION BY THE TRUST pursuant to the procedures that
may be determined by the Trustees in accordance with the Trust Agreement. This
certificate is issued by the Trustees of the Trust not individually but as
Trustees under the Trust Agreement, and represents shares of beneficial interest
in the Series and does not bind any of the Trustees, shareholders, officers,
employees or agents of the Trust personally but only the assets and property of
the Series. Subject to the provisions of the Trust Agreement, the Class B shares
represented by this certificate are transferable upon the books of the Trust by
the registered holder hereof in person or by its duly authorized attorney upon
surrender of this certificate.
Witness the facsimile signature of the President and Treasurer of the Trust and
the signature of its duly authorized agent.
VOID IF NOT COUNTERSIGNED
COUNTERSIGNED by Idex Investor Services, Inc.
P.O. Box 9015, Clearwater, FL 34618-9015
TRANSFER AGENT
BY
--------------------------------------------
AUTHORIZED SIGNATURE
PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS B SHARES OF IDEX II INTERNATIONAL EQUITY PORTFOLIO
A SERIES OF IDEX II SERIES FUND SHARES
NUMBER IM
ACCOUNT NO. ALPHA CODE DEALER NO. CONFIRM NO.
TRADE DATE CONFIRM DATE BATCH ID. NO.
CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING. PLEASE PRINT THE CORRECT INFORMATION BELOW, AND RETURN TO:
IDEX INVESTOR SERVICES, INC.
P.O. BOX 9015
CLEARWATER, FL 34618-9015
TAX IDENT. OR SOC. SEC. NO.
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full,
according to the applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFTS/TRANSFERS MIN ACT - Custodian
_____________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right
of survivorship under Uniform Gifts/Transfers to Minors
and not as tenants in common Act _______
(State)
Additionalabbreviations may also be used though
not in the above list.
For value received, ___________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________
______________________________
__________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
__________________________________________________________________________
__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint
______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full
power of substitution in the premises
Dated, ___________________
__________________________________
Owner
__________________________________
Signature of Co-Owner, if any
IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)
Signature(s) guaranteed by:
___________________________________
Name of Institution
___________________________________
Authorized Signature
(Guarantee stamp must be included)
<PAGE>
NOTICE THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
THIS SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION WHO MEETS THE STANDARDS AND PROCEDURES OF THE
TRANSFER AGENT.
<PAGE>
CLASS C SHARES OF
IDEX II
INTERNATIONAL EQUITY PORTFOLIO
A series of shares of
IDEX II SERIES FUND
(A MASSACHUSETTS BUSINESS TRUST)
SHARES OF BENEFICIAL INTEREST
THIS CERTIFIES that is the owner of ACCOUNT NO. ALPHA CODE
fully paid and non-assessable Class C Shares (without par value) of IDEX II
International Equity Portfolio, a series of shares (the "Series") of IDEX II
Series Fund, a Massachusetts business trust (the "Trust"), which shares are
established and designated under the Declaration of Trust dated January 7, 1986,
and restated as of August 30, 1991, as amended from time to time (the "Trust
Agreement"). The terms of the Trust Agreement, a copy of which is on file with
the Secretary of the Commonwealth of Massachusetts, are hereby incorporated by
reference as fully as if set down herein in their entirety. As provided in the
Trust Agreement, the beneficial interest in the Series has been divided into
classes of Shares, and the Shares evidenced hereby represent the beneficial
interest in an undivided proportionate part of the assets belonging to the
Series subject to the liabilities belonging to the Series and classes thereof.
Such Shares have the rights and preferences set forth in the Trust Agreement and
the Trust will furnish the holder of this certificate upon written request and
without charge a statement of such rights and preferences. THE SHARES EVIDENCED
HEREBY ARE SUBJECT TO REDEMPTION BY THE TRUST pursuant to the procedures that
may be determined by the Trustees in accordance with the Trust Agreement. This
certificate is issued by the Trustees of the Trust not individually but as
Trustees under the Trust Agreement, and represents shares of beneficial interest
in the Series and does not bind any of the Trustees, shareholders, officers,
employees or agents of the Trust personally but only the assets and property of
the Series. Subject to the provisions of the Trust Agreement, the Class C shares
represented by this certificate are transferable upon the books of the Trust by
the registered holder hereof in person or by its duly authorized attorney upon
surrender of this certificate.
Witness the facsimile signature of the President and Treasurer of the Trust and
the signature of its duly authorized agent.
VOID IF NOT COUNTERSIGNED
COUNTERSIGNED by Idex Investor Services, Inc.
P.O. Box 9015, Clearwater, FL 34618-9015
TRANSFER AGENT
BY
--------------------------------------------
AUTHORIZED SIGNATURE
PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS C SHARES OF IDEX II INTERNATIONAL EQUITY PORTFOLIO
A SERIES OF IDEX II SERIES FUND SHARES
NUMBER IM
ACCOUNT NO. ALPHA CODE DEALER NO. CONFIRM NO.
TRADE DATE CONFIRM DATE BATCH ID. NO.
CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING. PLEASE PRINT THE CORRECT INFORMATION BELOW, AND RETURN TO:
IDEX INVESTOR SERVICES, INC.
P.O. BOX 9015
CLEARWATER, FL 34618-9015
TAX IDENT. OR SOC. SEC. NO.
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full,
according to the applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFTS/TRANSFERS MIN ACT - Custodian
_____________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right
of survivorship under Uniform Gifts/Transfers to Minors
and not as tenants in common Act _______
(State)
Additionalabbreviations may also be used though
not in the above list.
For value received, ___________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________
______________________________
__________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
__________________________________________________________________________
__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint
______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full
power of substitution in the premises
Dated, ___________________
__________________________________
Owner
__________________________________
Signature of Co-Owner, if any
IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)
Signature(s) guaranteed by:
___________________________________
Name of Institution
___________________________________
Authorized Signature
(Guarantee stamp must be included)
<PAGE>
NOTICE THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
THIS SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION WHO MEETS THE STANDARDS AND PROCEDURES OF THE
TRANSFER AGENT.
<PAGE>
CLASS A SHARES OF
IDEX II
CAPITAL APPRECIATION PORTFOLIO
A series of shares of
IDEX II SERIES FUND
(A MASSACHUSETTS BUSINESS TRUST)
SHARES OF BENEFICIAL INTEREST
THIS CERTIFIES that is the owner of ACCOUNT NO. ALPHA CODE
fully paid and non-assessable Class A Shares (without par value) of IDEX II
Capital Appreciation Portfolio, a series of shares (the "Series") of IDEX II
Series Fund, a Massachusetts business trust (the "Trust"), which shares are
established and designated under the Declaration of Trust dated January 7, 1986,
and restated as of August 30, 1991, as amended from time to time (the "Trust
Agreement"). The terms of the Trust Agreement, a copy of which is on file with
the Secretary of the Commonwealth of Massachusetts, are hereby incorporated by
reference as fully as if set down herein in their entirety. As provided in the
Trust Agreement, the beneficial interest in the Series has been divided into
classes of Shares, and the Shares evidenced hereby represent the beneficial
interest in an undivided proportionate part of the assets belonging to the
Series subject to the liabilities belonging to the Series and classes thereof.
Such Shares have the rights and preferences set forth in the Trust Agreement and
the Trust will furnish the holder of this certificate upon written request and
without charge a statement of such rights and preferences. THE SHARES EVIDENCED
HEREBY ARE SUBJECT TO REDEMPTION BY THE TRUST pursuant to the procedures that
may be determined by the Trustees in accordance with the Trust Agreement. This
certificate is issued by the Trustees of the Trust not individually but as
Trustees under the Trust Agreement, and represents shares of beneficial interest
in the Series and does not bind any of the Trustees, shareholders, officers,
employees or agents of the Trust personally but only the assets and property of
the Series. Subject to the provisions of the Trust Agreement, the Class A shares
represented by this certificate are transferable upon the books of the Trust by
the registered holder hereof in person or by its duly authorized attorney upon
surrender of this certificate.
Witness the facsimile signature of the President and Treasurer of the Trust and
the signature of its duly authorized agent.
VOID IF NOT COUNTERSIGNED
COUNTERSIGNED by Idex Investor Services, Inc.
P.O. Box 9015, Clearwater, FL 34618-9015
TRANSFER AGENT
BY
--------------------------------------------
AUTHORIZED SIGNATURE
PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS A SHARES OF IDEX II CAPITAL APPRECIATION PORTFOLIO
A SERIES OF IDEX II SERIES FUND SHARES
NUMBER IM
ACCOUNT NO. ALPHA CODE DEALER NO. CONFIRM NO.
TRADE DATE CONFIRM DATE BATCH ID. NO.
CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING. PLEASE PRINT THE CORRECT INFORMATION BELOW, AND RETURN TO:
IDEX INVESTOR SERVICES, INC.
P.O. BOX 9015
CLEARWATER, FL 34618-9015
TAX IDENT. OR SOC. SEC. NO.
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full,
according to the applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFTS/TRANSFERS MIN ACT - Custodian
_____________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right
of survivorship under Uniform Gifts/Transfers to Minors
and not as tenants in common Act _______
(State)
Additionalabbreviations may also be used though
not in the above list.
For value received, ___________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________
______________________________
__________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
__________________________________________________________________________
__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint
______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full
power of substitution in the premises
Dated, ___________________
__________________________________
Owner
__________________________________
Signature of Co-Owner, if any
IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)
Signature(s) guaranteed by:
___________________________________
Name of Institution
___________________________________
Authorized Signature
(Guarantee stamp must be included)
<PAGE>
NOTICE THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
THIS SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION WHO MEETS THE STANDARDS AND PROCEDURES OF THE
TRANSFER AGENT.
<PAGE>
CLASS B SHARES OF
IDEX II
CAPITAL APPRECIATION PORTFOLIO
A series of shares of
IDEX II SERIES FUND
(A MASSACHUSETTS BUSINESS TRUST)
SHARES OF BENEFICIAL INTEREST
THIS CERTIFIES that is the owner of ACCOUNT NO. ALPHA CODE
fully paid and non-assessable Class B Shares (without par value) of IDEX II
Capital Appreciation Portfolio, a series of shares (the "Series") of IDEX II
Series Fund, a Massachusetts business trust (the "Trust"), which shares are
established and designated under the Declaration of Trust dated January 7, 1986,
and restated as of August 30, 1991, as amended from time to time (the "Trust
Agreement"). The terms of the Trust Agreement, a copy of which is on file with
the Secretary of the Commonwealth of Massachusetts, are hereby incorporated by
reference as fully as if set down herein in their entirety. As provided in the
Trust Agreement, the beneficial interest in the Series has been divided into
classes of Shares, and the Shares evidenced hereby represent the beneficial
interest in an undivided proportionate part of the assets belonging to the
Series subject to the liabilities belonging to the Series and classes thereof.
Such Shares have the rights and preferences set forth in the Trust Agreement and
the Trust will furnish the holder of this certificate upon written request and
without charge a statement of such rights and preferences. THE SHARES EVIDENCED
HEREBY ARE SUBJECT TO REDEMPTION BY THE TRUST pursuant to the procedures that
may be determined by the Trustees in accordance with the Trust Agreement. This
certificate is issued by the Trustees of the Trust not individually but as
Trustees under the Trust Agreement, and represents shares of beneficial interest
in the Series and does not bind any of the Trustees, shareholders, officers,
employees or agents of the Trust personally but only the assets and property of
the Series. Subject to the provisions of the Trust Agreement, the Class B shares
represented by this certificate are transferable upon the books of the Trust by
the registered holder hereof in person or by its duly authorized attorney upon
surrender of this certificate.
Witness the facsimile signature of the President and Treasurer of the Trust and
the signature of its duly authorized agent.
VOID IF NOT COUNTERSIGNED
COUNTERSIGNED by Idex Investor Services, Inc.
P.O. Box 9015, Clearwater, FL 34618-9015
TRANSFER AGENT
BY
--------------------------------------------
AUTHORIZED SIGNATURE
PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS B SHARES OF IDEX II CAPITAL APPRECIATION PORTFOLIO
A SERIES OF IDEX II SERIES FUND SHARES
NUMBER IM
ACCOUNT NO. ALPHA CODE DEALER NO. CONFIRM NO.
TRADE DATE CONFIRM DATE BATCH ID. NO.
CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING. PLEASE PRINT THE CORRECT INFORMATION BELOW, AND RETURN TO:
IDEX INVESTOR SERVICES, INC.
P.O. BOX 9015
CLEARWATER, FL 34618-9015
TAX IDENT. OR SOC. SEC. NO.
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full,
according to the applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFTS/TRANSFERS MIN ACT - Custodian
_____________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right
of survivorship under Uniform Gifts/Transfers to Minors
and not as tenants in common Act _______
(State)
Additionalabbreviations may also be used though
not in the above list.
For value received, ___________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________
______________________________
__________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
__________________________________________________________________________
__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint
______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full
power of substitution in the premises
Dated, ___________________
__________________________________
Owner
__________________________________
Signature of Co-Owner, if any
IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)
Signature(s) guaranteed by:
___________________________________
Name of Institution
___________________________________
Authorized Signature
(Guarantee stamp must be included)
<PAGE>
NOTICE THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
THIS SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION WHO MEETS THE STANDARDS AND PROCEDURES OF THE
TRANSFER AGENT.
<PAGE>
CLASS C SHARES OF
IDEX II
CAPITAL APPRECIATION PORTFOLIO
A series of shares of
IDEX II SERIES FUND
(A MASSACHUSETTS BUSINESS TRUST)
SHARES OF BENEFICIAL INTEREST
THIS CERTIFIES that is the owner of ACCOUNT NO. ALPHA CODE
fully paid and non-assessable Class C Shares (without par value) of IDEX II
Capital Appreciation Portfolio, a series of shares (the "Series") of IDEX II
Series Fund, a Massachusetts business trust (the "Trust"), which shares are
established and designated under the Declaration of Trust dated January 7, 1986,
and restated as of August 30, 1991, as amended from time to time (the "Trust
Agreement"). The terms of the Trust Agreement, a copy of which is on file with
the Secretary of the Commonwealth of Massachusetts, are hereby incorporated by
reference as fully as if set down herein in their entirety. As provided in the
Trust Agreement, the beneficial interest in the Series has been divided into
classes of Shares, and the Shares evidenced hereby represent the beneficial
interest in an undivided proportionate part of the assets belonging to the
Series subject to the liabilities belonging to the Series and classes thereof.
Such Shares have the rights and preferences set forth in the Trust Agreement and
the Trust will furnish the holder of this certificate upon written request and
without charge a statement of such rights and preferences. THE SHARES EVIDENCED
HEREBY ARE SUBJECT TO REDEMPTION BY THE TRUST pursuant to the procedures that
may be determined by the Trustees in accordance with the Trust Agreement. This
certificate is issued by the Trustees of the Trust not individually but as
Trustees under the Trust Agreement, and represents shares of beneficial interest
in the Series and does not bind any of the Trustees, shareholders, officers,
employees or agents of the Trust personally but only the assets and property of
the Series. Subject to the provisions of the Trust Agreement, the Class C shares
represented by this certificate are transferable upon the books of the Trust by
the registered holder hereof in person or by its duly authorized attorney upon
surrender of this certificate.
Witness the facsimile signature of the President and Treasurer of the Trust and
the signature of its duly authorized agent.
VOID IF NOT COUNTERSIGNED
COUNTERSIGNED by Idex Investor Services, Inc.
P.O. Box 9015, Clearwater, FL 34618-9015
TRANSFER AGENT
BY
--------------------------------------------
AUTHORIZED SIGNATURE
PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS C SHARES OF IDEX II CAPITAL APPRECIATION PORTFOLIO
A SERIES OF IDEX II SERIES FUND SHARES
NUMBER IM
ACCOUNT NO. ALPHA CODE DEALER NO. CONFIRM NO.
TRADE DATE CONFIRM DATE BATCH ID. NO.
CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING. PLEASE PRINT THE CORRECT INFORMATION BELOW, AND RETURN TO:
IDEX INVESTOR SERVICES, INC.
P.O. BOX 9015
CLEARWATER, FL 34618-9015
TAX IDENT. OR SOC. SEC. NO.
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full,
according to the applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFTS/TRANSFERS MIN ACT - Custodian
_____________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right
of survivorship under Uniform Gifts/Transfers to Minors
and not as tenants in common Act _______
(State)
Additionalabbreviations may also be used though
not in the above list.
For value received, ___________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________
______________________________
__________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
__________________________________________________________________________
__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint
______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full
power of substitution in the premises
Dated, ___________________
__________________________________
Owner
__________________________________
Signature of Co-Owner, if any
IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)
Signature(s) guaranteed by:
___________________________________
Name of Institution
___________________________________
Authorized Signature
(Guarantee stamp must be included)
<PAGE>
NOTICE THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
THIS SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION WHO MEETS THE STANDARDS AND PROCEDURES OF THE
TRANSFER AGENT.
<PAGE>
CLASS A SHARES OF
IDEX II
GLOBAL PORTFOLIO
A series of shares of
IDEX II SERIES FUND
(A MASSACHUSETTS BUSINESS TRUST)
SHARES OF BENEFICIAL INTEREST
THIS CERTIFIES that is the owner of ACCOUNT NO. ALPHA CODE
fully paid and non-assessable Class A Shares (without par value) of IDEX II
Global Portfolio, a series of shares (the "Series") of IDEX II Series Fund, a
Massachusetts business trust (the "Trust"), which shares are established and
designated under the Declaration of Trust dated January 7, 1986, and restated as
of August 30, 1991, as amended from time to time (the "Trust Agreement"). The
terms of the Trust Agreement, a copy of which is on file with the Secretary of
the Commonwealth of Massachusetts, are hereby incorporated by reference as fully
as if set down herein in their entirety. As provided in the Trust Agreement, the
beneficial interest in the Series has been divided into classes of Shares, and
the Shares evidenced hereby represent the beneficial interest in an undivided
proportionate part of the assets belonging to the Series subject to the
liabilities belonging to the Series and classes thereof. Such Shares have the
rights and preferences set forth in the Trust Agreement and the Trust will
furnish the holder of this certificate upon written request and without charge a
statement of such rights and preferences. THE SHARES EVIDENCED HEREBY ARE
SUBJECT TO REDEMPTION BY THE TRUST pursuant to the procedures that may be
determined by the Trustees in accordance with the Trust Agreement. This
certificate is issued by the Trustees of the Trust not individually but as
Trustees under the Trust Agreement, and represents shares of beneficial interest
in the Series and does not bind any of the Trustees, shareholders, officers,
employees or agents of the Trust personally but only the assets and property of
the Series. Subject to the provisions of the Trust Agreement, the Class A shares
represented by this certificate are transferable upon the books of the Trust by
the registered holder hereof in person or by its duly authorized attorney upon
surrender of this certificate.
Witness the facsimile signature of the President and Treasurer of the Trust and
the signature of its duly authorized agent.
VOID IF NOT COUNTERSIGNED
COUNTERSIGNED by Idex Investor Services, Inc.
P.O. Box 9015, Clearwater, FL 34618-9015
TRANSFER AGENT
BY
--------------------------------------------
AUTHORIZED SIGNATURE
PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS A SHARES OF IDEX II GLOBAL PORTFOLIO
A SERIES OF IDEX II SERIES FUND SHARES
NUMBER IM
ACCOUNT NO. ALPHA CODE DEALER NO. CONFIRM NO.
TRADE DATE CONFIRM DATE BATCH ID. NO.
CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING. PLEASE PRINT THE CORRECT INFORMATION BELOW, AND RETURN TO:
IDEX INVESTOR SERVICES, INC.
P.O. BOX 9015
CLEARWATER, FL 34618-9015
TAX IDENT. OR SOC. SEC. NO.
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full,
according to the applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFTS/TRANSFERS MIN ACT - Custodian
_____________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right
of survivorship under Uniform Gifts/Transfers to Minors
and not as tenants in common Act _______
(State)
Additionalabbreviations may also be used though
not in the above list.
For value received, ___________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________
______________________________
__________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
__________________________________________________________________________
__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint
______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full
power of substitution in the premises
Dated, ___________________
__________________________________
Owner
__________________________________
Signature of Co-Owner, if any
IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)
Signature(s) guaranteed by:
___________________________________
Name of Institution
___________________________________
Authorized Signature
(Guarantee stamp must be included)
<PAGE>
NOTICE THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
THIS SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION WHO MEETS THE STANDARDS AND PROCEDURES OF THE
TRANSFER AGENT.
<PAGE>
CLASS B SHARES OF
IDEX II
GLOBAL PORTFOLIO
A series of shares of
IDEX II SERIES FUND
(A MASSACHUSETTS BUSINESS TRUST)
SHARES OF BENEFICIAL INTEREST
THIS CERTIFIES that is the owner of ACCOUNT NO. ALPHA CODE
fully paid and non-assessable Class B Shares (without par value) of IDEX II
Global Portfolio, a series of shares (the "Series") of IDEX II Series Fund, a
Massachusetts business trust (the "Trust"), which shares are established and
designated under the Declaration of Trust dated January 7, 1986, and restated as
of August 30, 1991, as amended from time to time (the "Trust Agreement"). The
terms of the Trust Agreement, a copy of which is on file with the Secretary of
the Commonwealth of Massachusetts, are hereby incorporated by reference as fully
as if set down herein in their entirety. As provided in the Trust Agreement, the
beneficial interest in the Series has been divided into classes of Shares, and
the Shares evidenced hereby represent the beneficial interest in an undivided
proportionate part of the assets belonging to the Series subject to the
liabilities belonging to the Series and classes thereof. Such Shares have the
rights and preferences set forth in the Trust Agreement and the Trust will
furnish the holder of this certificate upon written request and without charge a
statement of such rights and preferences. THE SHARES EVIDENCED HEREBY ARE
SUBJECT TO REDEMPTION BY THE TRUST pursuant to the procedures that may be
determined by the Trustees in accordance with the Trust Agreement. This
certificate is issued by the Trustees of the Trust not individually but as
Trustees under the Trust Agreement, and represents shares of beneficial interest
in the Series and does not bind any of the Trustees, shareholders, officers,
employees or agents of the Trust personally but only the assets and property of
the Series. Subject to the provisions of the Trust Agreement, the Class B shares
represented by this certificate are transferable upon the books of the Trust by
the registered holder hereof in person or by its duly authorized attorney upon
surrender of this certificate.
Witness the facsimile signature of the President and Treasurer of the Trust and
the signature of its duly authorized agent.
VOID IF NOT COUNTERSIGNED
COUNTERSIGNED by Idex Investor Services, Inc.
P.O. Box 9015, Clearwater, FL 34618-9015
TRANSFER AGENT
BY
--------------------------------------------
AUTHORIZED SIGNATURE
PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS B SHARES OF IDEX II GLOBAL PORTFOLIO
A SERIES OF IDEX II SERIES FUND SHARES
NUMBER IM
ACCOUNT NO. ALPHA CODE DEALER NO. CONFIRM NO.
TRADE DATE CONFIRM DATE BATCH ID. NO.
CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING. PLEASE PRINT THE CORRECT INFORMATION BELOW, AND RETURN TO:
IDEX INVESTOR SERVICES, INC.
P.O. BOX 9015
CLEARWATER, FL 34618-9015
TAX IDENT. OR SOC. SEC. NO.
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full,
according to the applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFTS/TRANSFERS MIN ACT - Custodian
_____________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right
of survivorship under Uniform Gifts/Transfers to Minors
and not as tenants in common Act _______
(State)
Additionalabbreviations may also be used though
not in the above list.
For value received, ___________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________
______________________________
__________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
__________________________________________________________________________
__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint
______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full
power of substitution in the premises
Dated, ___________________
__________________________________
Owner
__________________________________
Signature of Co-Owner, if any
IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)
Signature(s) guaranteed by:
___________________________________
Name of Institution
___________________________________
Authorized Signature
(Guarantee stamp must be included)
<PAGE>
NOTICE THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
THIS SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION WHO MEETS THE STANDARDS AND PROCEDURES OF THE
TRANSFER AGENT.
<PAGE>
CLASS C SHARES OF
IDEX II
GLOBAL PORTFOLIO
A series of shares of
IDEX II SERIES FUND
(A MASSACHUSETTS BUSINESS TRUST)
SHARES OF BENEFICIAL INTEREST
THIS CERTIFIES that is the owner of ACCOUNT NO. ALPHA CODE
fully paid and non-assessable Class C Shares (without par value) of IDEX II
Global Portfolio, a series of shares (the "Series") of IDEX II
Series Fund, a Massachusetts business trust (the "Trust"), which shares are
established and designated under the Declaration of Trust dated January 7, 1986,
and restated as of August 30, 1991, as amended from time to time (the "Trust
Agreement"). The terms of the Trust Agreement, a copy of which is on file with
the Secretary of the Commonwealth of Massachusetts, are hereby incorporated by
reference as fully as if set down herein in their entirety. As provided in the
Trust Agreement, the beneficial interest in the Series has been divided into
classes of Shares, and the Shares evidenced hereby represent the beneficial
interest in an undivided proportionate part of the assets belonging to the
Series subject to the liabilities belonging to the Series and classes thereof.
Such Shares have the rights and preferences set forth in the Trust Agreement and
the Trust will furnish the holder of this certificate upon written request and
without charge a statement of such rights and preferences. THE SHARES EVIDENCED
HEREBY ARE SUBJECT TO REDEMPTION BY THE TRUST pursuant to the procedures that
may be determined by the Trustees in accordance with the Trust Agreement. This
certificate is issued by the Trustees of the Trust not individually but as
Trustees under the Trust Agreement, and represents shares of beneficial interest
in the Series and does not bind any of the Trustees, shareholders, officers,
employees or agents of the Trust personally but only the assets and property of
the Series. Subject to the provisions of the Trust Agreement, the Class C shares
represented by this certificate are transferable upon the books of the Trust by
the registered holder hereof in person or by its duly authorized attorney upon
surrender of this certificate.
Witness the facsimile signature of the President and Treasurer of the Trust and
the signature of its duly authorized agent.
VOID IF NOT COUNTERSIGNED
COUNTERSIGNED by Idex Investor Services, Inc.
P.O. Box 9015, Clearwater, FL 34618-9015
TRANSFER AGENT
BY
--------------------------------------------
AUTHORIZED SIGNATURE
PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS C SHARES OF IDEX II GLOBAL PORTFOLIO
A SERIES OF IDEX II SERIES FUND SHARES
NUMBER IM
ACCOUNT NO. ALPHA CODE DEALER NO. CONFIRM NO.
TRADE DATE CONFIRM DATE BATCH ID. NO.
CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING. PLEASE PRINT THE CORRECT INFORMATION BELOW, AND RETURN TO:
IDEX INVESTOR SERVICES, INC.
P.O. BOX 9015
CLEARWATER, FL 34618-9015
TAX IDENT. OR SOC. SEC. NO.
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full,
according to the applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFTS/TRANSFERS MIN ACT - Custodian
_____________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right
of survivorship under Uniform Gifts/Transfers to Minors
and not as tenants in common Act _______
(State)
Additionalabbreviations may also be used though
not in the above list.
For value received, ___________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________
______________________________
__________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
__________________________________________________________________________
__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint
______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full
power of substitution in the premises
Dated, ___________________
__________________________________
Owner
__________________________________
Signature of Co-Owner, if any
IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)
Signature(s) guaranteed by:
___________________________________
Name of Institution
___________________________________
Authorized Signature
(Guarantee stamp must be included)
<PAGE>
NOTICE THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
THIS SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION WHO MEETS THE STANDARDS AND PROCEDURES OF THE
TRANSFER AGENT.
<PAGE>
CLASS A SHARES OF
IDEX II
GROWTH PORTFOLIO
A series of shares of
IDEX II SERIES FUND
(A MASSACHUSETTS BUSINESS TRUST)
SHARES OF BENEFICIAL INTEREST
THIS CERTIFIES that is the owner of ACCOUNT NO. ALPHA CODE
fully paid and non-assessable Class A Shares (without par value) of IDEX II
Growth Portfolio, a series of shares (the "Series") of IDEX II Series Fund, a
Massachusetts business trust (the "Trust"), which shares are established and
designated under the Declaration of Trust dated January 7, 1986, and restated as
of August 30, 1991, as amended from time to time (the "Trust Agreement"). The
terms of the Trust Agreement, a copy of which is on file with the Secretary of
the Commonwealth of Massachusetts, are hereby incorporated by reference as fully
as if set down herein in their entirety. As provided in the Trust Agreement, the
beneficial interest in the Series has been divided into classes of Shares, and
the Shares evidenced hereby represent the beneficial interest in an undivided
proportionate part of the assets belonging to the Series subject to the
liabilities belonging to the Series and classes thereof. Such Shares have the
rights and preferences set forth in the Trust Agreement and the Trust will
furnish the holder of this certificate upon written request and without charge a
statement of such rights and preferences. THE SHARES EVIDENCED HEREBY ARE
SUBJECT TO REDEMPTION BY THE TRUST pursuant to the procedures that may be
determined by the Trustees in accordance with the Trust Agreement. This
certificate is issued by the Trustees of the Trust not individually but as
Trustees under the Trust Agreement, and represents shares of beneficial interest
in the Series and does not bind any of the Trustees, shareholders, officers,
employees or agents of the Trust personally but only the assets and property of
the Series. Subject to the provisions of the Trust Agreement, the Class A shares
represented by this certificate are transferable upon the books of the Trust by
the registered holder hereof in person or by its duly authorized attorney upon
surrender of this certificate.
Witness the facsimile signature of the President and Treasurer of the Trust and
the signature of its duly authorized agent.
VOID IF NOT COUNTERSIGNED
COUNTERSIGNED by Idex Investor Services, Inc.
P.O. Box 9015, Clearwater, FL 34618-9015
TRANSFER AGENT
BY
--------------------------------------------
AUTHORIZED SIGNATURE
PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS A SHARES OF IDEX II GROWTH PORTFOLIO
A SERIES OF IDEX II SERIES FUND SHARES
NUMBER IM
ACCOUNT NO. ALPHA CODE DEALER NO. CONFIRM NO.
TRADE DATE CONFIRM DATE BATCH ID. NO.
CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING. PLEASE PRINT THE CORRECT INFORMATION BELOW, AND RETURN TO:
IDEX INVESTOR SERVICES, INC.
P.O. BOX 9015
CLEARWATER, FL 34618-9015
TAX IDENT. OR SOC. SEC. NO.
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full,
according to the applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFTS/TRANSFERS MIN ACT - Custodian
_____________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right
of survivorship under Uniform Gifts/Transfers to Minors
and not as tenants in common Act _______
(State)
Additionalabbreviations may also be used though
not in the above list.
For value received, ___________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________
______________________________
__________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
__________________________________________________________________________
__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint
______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full
power of substitution in the premises
Dated, ___________________
__________________________________
Owner
__________________________________
Signature of Co-Owner, if any
IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)
Signature(s) guaranteed by:
___________________________________
Name of Institution
___________________________________
Authorized Signature
(Guarantee stamp must be included)
<PAGE>
NOTICE THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
THIS SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION WHO MEETS THE STANDARDS AND PROCEDURES OF THE
TRANSFER AGENT.
<PAGE>
CLASS B SHARES OF
IDEX II
GROWTH PORTFOLIO
A series of shares of
IDEX II SERIES FUND
(A MASSACHUSETTS BUSINESS TRUST)
SHARES OF BENEFICIAL INTEREST
THIS CERTIFIES that is the owner of ACCOUNT NO. ALPHA CODE
fully paid and non-assessable Class B Shares (without par value) of IDEX II
Growth Portfolio, a series of shares (the "Series") of IDEX II Series Fund, a
Massachusetts business trust (the "Trust"), which shares are established and
designated under the Declaration of Trust dated January 7, 1986, and restated as
of August 30, 1991, as amended from time to time (the "Trust Agreement"). The
terms of the Trust Agreement, a copy of which is on file with the Secretary of
the Commonwealth of Massachusetts, are hereby incorporated by reference as fully
as if set down herein in their entirety. As provided in the Trust Agreement, the
beneficial interest in the Series has been divided into classes of Shares, and
the Shares evidenced hereby represent the beneficial interest in an undivided
proportionate part of the assets belonging to the Series subject to the
liabilities belonging to the Series and classes thereof. Such Shares have the
rights and preferences set forth in the Trust Agreement and the Trust will
furnish the holder of this certificate upon written request and without charge a
statement of such rights and preferences. THE SHARES EVIDENCED HEREBY ARE
SUBJECT TO REDEMPTION BY THE TRUST pursuant to the procedures that may be
determined by the Trustees in accordance with the Trust Agreement. This
certificate is issued by the Trustees of the Trust not individually but as
Trustees under the Trust Agreement, and represents shares of beneficial interest
in the Series and does not bind any of the Trustees, shareholders, officers,
employees or agents of the Trust personally but only the assets and property of
the Series. Subject to the provisions of the Trust Agreement, the Class B shares
represented by this certificate are transferable upon the books of the Trust by
the registered holder hereof in person or by its duly authorized attorney upon
surrender of this certificate.
Witness the facsimile signature of the President and Treasurer of the Trust and
the signature of its duly authorized agent.
VOID IF NOT COUNTERSIGNED
COUNTERSIGNED by Idex Investor Services, Inc.
P.O. Box 9015, Clearwater, FL 34618-9015
TRANSFER AGENT
BY
--------------------------------------------
AUTHORIZED SIGNATURE
PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS B SHARES OF IDEX II GROWTH PORTFOLIO
A SERIES OF IDEX II SERIES FUND SHARES
NUMBER IM
ACCOUNT NO. ALPHA CODE DEALER NO. CONFIRM NO.
TRADE DATE CONFIRM DATE BATCH ID. NO.
CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING. PLEASE PRINT THE CORRECT INFORMATION BELOW, AND RETURN TO:
IDEX INVESTOR SERVICES, INC.
P.O. BOX 9015
CLEARWATER, FL 34618-9015
TAX IDENT. OR SOC. SEC. NO.
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full,
according to the applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFTS/TRANSFERS MIN ACT - Custodian
_____________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right
of survivorship under Uniform Gifts/Transfers to Minors
and not as tenants in common Act _______
(State)
Additionalabbreviations may also be used though
not in the above list.
For value received, ___________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________
______________________________
__________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
__________________________________________________________________________
__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint
______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full
power of substitution in the premises
Dated, ___________________
__________________________________
Owner
__________________________________
Signature of Co-Owner, if any
IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)
Signature(s) guaranteed by:
___________________________________
Name of Institution
___________________________________
Authorized Signature
(Guarantee stamp must be included)
<PAGE>
NOTICE THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
THIS SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION WHO MEETS THE STANDARDS AND PROCEDURES OF THE
TRANSFER AGENT.
<PAGE>
CLASS C SHARES OF
IDEX II
GROWTH PORTFOLIO
A series of shares of
IDEX II SERIES FUND
(A MASSACHUSETTS BUSINESS TRUST)
SHARES OF BENEFICIAL INTEREST
THIS CERTIFIES that is the owner of ACCOUNT NO. ALPHA CODE
fully paid and non-assessable Class C Shares (without par value) of IDEX II
Growth Portfolio, a series of shares (the "Series") of IDEX II Series Fund, a
Massachusetts business trust (the "Trust"), which shares are established and
designated under the Declaration of Trust dated January 7, 1986, and restated as
of August 30, 1991, as amended from time to time (the "Trust Agreement"). The
terms of the Trust Agreement, a copy of which is on file with the Secretary of
the Commonwealth of Massachusetts, are hereby incorporated by reference as fully
as if set down herein in their entirety. As provided in the Trust Agreement, the
beneficial interest in the Series has been divided into classes of Shares, and
the Shares evidenced hereby represent the beneficial interest in an undivided
proportionate part of the assets belonging to the Series subject to the
liabilities belonging to the Series and classes thereof. Such Shares have the
rights and preferences set forth in the Trust Agreement and the Trust will
furnish the holder of this certificate upon written request and without charge a
statement of such rights and preferences. THE SHARES EVIDENCED HEREBY ARE
SUBJECT TO REDEMPTION BY THE TRUST pursuant to the procedures that may be
determined by the Trustees in accordance with the Trust Agreement. This
certificate is issued by the Trustees of the Trust not individually but as
Trustees under the Trust Agreement, and represents shares of beneficial interest
in the Series and does not bind any of the Trustees, shareholders, officers,
employees or agents of the Trust personally but only the assets and property of
the Series. Subject to the provisions of the Trust Agreement, the Class C shares
represented by this certificate are transferable upon the books of the Trust by
the registered holder hereof in person or by its duly authorized attorney upon
surrender of this certificate.
Witness the facsimile signature of the President and Treasurer of the Trust and
the signature of its duly authorized agent.
VOID IF NOT COUNTERSIGNED
COUNTERSIGNED by Idex Investor Services, Inc.
P.O. Box 9015, Clearwater, FL 34618-9015
TRANSFER AGENT
BY
--------------------------------------------
AUTHORIZED SIGNATURE
PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS C SHARES OF IDEX II GROWTH PORTFOLIO
A SERIES OF IDEX II SERIES FUND SHARES
NUMBER IM
ACCOUNT NO. ALPHA CODE DEALER NO. CONFIRM NO.
TRADE DATE CONFIRM DATE BATCH ID. NO.
CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING. PLEASE PRINT THE CORRECT INFORMATION BELOW, AND RETURN TO:
IDEX INVESTOR SERVICES, INC.
P.O. BOX 9015
CLEARWATER, FL 34618-9015
TAX IDENT. OR SOC. SEC. NO.
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full,
according to the applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFTS/TRANSFERS MIN ACT - Custodian
_____________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right
of survivorship under Uniform Gifts/Transfers to Minors
and not as tenants in common Act _______
(State)
Additionalabbreviations may also be used though
not in the above list.
For value received, ___________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________
______________________________
__________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
__________________________________________________________________________
__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint
______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full
power of substitution in the premises
Dated, ___________________
__________________________________
Owner
__________________________________
Signature of Co-Owner, if any
IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)
Signature(s) guaranteed by:
___________________________________
Name of Institution
___________________________________
Authorized Signature
(Guarantee stamp must be included)
<PAGE>
NOTICE THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
THIS SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION WHO MEETS THE STANDARDS AND PROCEDURES OF THE
TRANSFER AGENT.
CLASS A SHARES OF
IDEX II
VALUE EQUITY PORTFOLIO
A series of shares of
IDEX II SERIES FUND
(A MASSACHUSETTS BUSINESS TRUST)
SHARES OF BENEFICIAL INTEREST
THIS CERTIFIES that is the owner of ACCOUNT NO. ALPHA CODE
fully paid and non-assessable Class A Shares (without par value) of IDEX II
International Equity Portfolio, a series of shares (the "Series") of IDEX II
Series Fund, a Massachusetts business trust (the "Trust"), which shares are
established and designated under the Declaration of Trust dated January 7, 1986,
and restated as of August 30, 1991, as amended from time to time (the "Trust
Agreement"). The terms of the Trust Agreement, a copy of which is on file with
the Secretary of the Commonwealth of Massachusetts, are hereby incorporated by
reference as fully as if set down herein in their entirety. As provided in the
Trust Agreement, the beneficial interest in the Series has been divided into
classes of Shares, and the Shares evidenced hereby represent the beneficial
interest in an undivided proportionate part of the assets belonging to the
Series subject to the liabilities belonging to the Series and classes thereof.
Such Shares have the rights and preferences set forth in the Trust Agreement and
the Trust will furnish the holder of this certificate upon written request and
without charge a statement of such rights and preferences. THE SHARES EVIDENCED
HEREBY ARE SUBJECT TO REDEMPTION BY THE TRUST pursuant to the procedures that
may be determined by the Trustees in accordance with the Trust Agreement. This
certificate is issued by the Trustees of the Trust not individually but as
Trustees under the Trust Agreement, and represents shares of beneficial interest
in the Series and does not bind any of the Trustees, shareholders, officers,
employees or agents of the Trust personally but only the assets and property of
the Series. Subject to the provisions of the Trust Agreement, the Class A shares
represented by this certificate are transferable upon the books of the Trust by
the registered holder hereof in person or by its duly authorized attorney upon
surrender of this certificate.
Witness the facsimile signature of the President and Treasurer of the Trust and
the signature of its duly authorized agent.
VOID IF NOT COUNTERSIGNED
COUNTERSIGNED by Idex Investor Services, Inc.
P.O. Box 9015, Clearwater, FL 34618-9015
TRANSFER AGENT
BY
--------------------------------------------
AUTHORIZED SIGNATURE
PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS A SHARES OF IDEX II VALUE EQUITY PORTFOLIO
A SERIES OF IDEX II SERIES FUND SHARES
NUMBER IM
ACCOUNT NO. ALPHA CODE DEALER NO. CONFIRM NO.
TRADE DATE CONFIRM DATE BATCH ID. NO.
CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING. PLEASE PRINT THE CORRECT INFORMATION BELOW, AND RETURN TO:
IDEX INVESTOR SERVICES, INC.
P.O. BOX 9015
CLEARWATER, FL 34618-9015
TAX IDENT. OR SOC. SEC. NO.
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full,
according to the applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFTS/TRANSFERS MIN ACT - Custodian
_____________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right
of survivorship under Uniform Gifts/Transfers to Minors
and not as tenants in common Act _______
(State)
Additionalabbreviations may also be used though
not in the above list.
For value received, ___________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________
______________________________
__________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
__________________________________________________________________________
__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint
______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full
power of substitution in the premises
Dated, ___________________
__________________________________
Owner
__________________________________
Signature of Co-Owner, if any
IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)
Signature(s) guaranteed by:
___________________________________
Name of Institution
___________________________________
Authorized Signature
(Guarantee stamp must be included)
<PAGE>
NOTICE THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
THIS SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION WHO MEETS THE STANDARDS AND PROCEDURES OF THE
TRANSFER AGENT.
<PAGE>
CLASS B SHARES OF
IDEX II
VALUE EQUITY PORTFOLIO
A series of shares of
IDEX II SERIES FUND
(A MASSACHUSETTS BUSINESS TRUST)
SHARES OF BENEFICIAL INTEREST
THIS CERTIFIES that is the owner of ACCOUNT NO. ALPHA CODE
fully paid and non-assessable Class B Shares (without par value) of IDEX II
International Equity Portfolio, a series of shares (the "Series") of IDEX II
Series Fund, a Massachusetts business trust (the "Trust"), which shares are
established and designated under the Declaration of Trust dated January 7, 1986,
and restated as of August 30, 1991, as amended from time to time (the "Trust
Agreement"). The terms of the Trust Agreement, a copy of which is on file with
the Secretary of the Commonwealth of Massachusetts, are hereby incorporated by
reference as fully as if set down herein in their entirety. As provided in the
Trust Agreement, the beneficial interest in the Series has been divided into
classes of Shares, and the Shares evidenced hereby represent the beneficial
interest in an undivided proportionate part of the assets belonging to the
Series subject to the liabilities belonging to the Series and classes thereof.
Such Shares have the rights and preferences set forth in the Trust Agreement and
the Trust will furnish the holder of this certificate upon written request and
without charge a statement of such rights and preferences. THE SHARES EVIDENCED
HEREBY ARE SUBJECT TO REDEMPTION BY THE TRUST pursuant to the procedures that
may be determined by the Trustees in accordance with the Trust Agreement. This
certificate is issued by the Trustees of the Trust not individually but as
Trustees under the Trust Agreement, and represents shares of beneficial interest
in the Series and does not bind any of the Trustees, shareholders, officers,
employees or agents of the Trust personally but only the assets and property of
the Series. Subject to the provisions of the Trust Agreement, the Class B shares
represented by this certificate are transferable upon the books of the Trust by
the registered holder hereof in person or by its duly authorized attorney upon
surrender of this certificate.
Witness the facsimile signature of the President and Treasurer of the Trust and
the signature of its duly authorized agent.
VOID IF NOT COUNTERSIGNED
COUNTERSIGNED by Idex Investor Services, Inc.
P.O. Box 9015, Clearwater, FL 34618-9015
TRANSFER AGENT
BY
--------------------------------------------
AUTHORIZED SIGNATURE
PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS B SHARES OF IDEX II VALUE EQUITY PORTFOLIO
A SERIES OF IDEX II SERIES FUND SHARES
NUMBER IM
ACCOUNT NO. ALPHA CODE DEALER NO. CONFIRM NO.
TRADE DATE CONFIRM DATE BATCH ID. NO.
CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING. PLEASE PRINT THE CORRECT INFORMATION BELOW, AND RETURN TO:
IDEX INVESTOR SERVICES, INC.
P.O. BOX 9015
CLEARWATER, FL 34618-9015
TAX IDENT. OR SOC. SEC. NO.
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full,
according to the applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFTS/TRANSFERS MIN ACT - Custodian
_____________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right
of survivorship under Uniform Gifts/Transfers to Minors
and not as tenants in common Act _______
(State)
Additionalabbreviations may also be used though
not in the above list.
For value received, ___________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________
______________________________
__________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
__________________________________________________________________________
__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint
______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full
power of substitution in the premises
Dated, ___________________
__________________________________
Owner
__________________________________
Signature of Co-Owner, if any
IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)
Signature(s) guaranteed by:
___________________________________
Name of Institution
___________________________________
Authorized Signature
(Guarantee stamp must be included)
<PAGE>
NOTICE THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
THIS SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION WHO MEETS THE STANDARDS AND PROCEDURES OF THE
TRANSFER AGENT.
<PAGE>
CLASS C SHARES OF
IDEX II
VALUE EQUITY PORTFOLIO
A series of shares of
IDEX II SERIES FUND
(A MASSACHUSETTS BUSINESS TRUST)
SHARES OF BENEFICIAL INTEREST
THIS CERTIFIES that is the owner of ACCOUNT NO. ALPHA CODE
fully paid and non-assessable Class C Shares (without par value) of IDEX II
International Equity Portfolio, a series of shares (the "Series") of IDEX II
Series Fund, a Massachusetts business trust (the "Trust"), which shares are
established and designated under the Declaration of Trust dated January 7, 1986,
and restated as of August 30, 1991, as amended from time to time (the "Trust
Agreement"). The terms of the Trust Agreement, a copy of which is on file with
the Secretary of the Commonwealth of Massachusetts, are hereby incorporated by
reference as fully as if set down herein in their entirety. As provided in the
Trust Agreement, the beneficial interest in the Series has been divided into
classes of Shares, and the Shares evidenced hereby represent the beneficial
interest in an undivided proportionate part of the assets belonging to the
Series subject to the liabilities belonging to the Series and classes thereof.
Such Shares have the rights and preferences set forth in the Trust Agreement and
the Trust will furnish the holder of this certificate upon written request and
without charge a statement of such rights and preferences. THE SHARES EVIDENCED
HEREBY ARE SUBJECT TO REDEMPTION BY THE TRUST pursuant to the procedures that
may be determined by the Trustees in accordance with the Trust Agreement. This
certificate is issued by the Trustees of the Trust not individually but as
Trustees under the Trust Agreement, and represents shares of beneficial interest
in the Series and does not bind any of the Trustees, shareholders, officers,
employees or agents of the Trust personally but only the assets and property of
the Series. Subject to the provisions of the Trust Agreement, the Class C shares
represented by this certificate are transferable upon the books of the Trust by
the registered holder hereof in person or by its duly authorized attorney upon
surrender of this certificate.
Witness the facsimile signature of the President and Treasurer of the Trust and
the signature of its duly authorized agent.
VOID IF NOT COUNTERSIGNED
COUNTERSIGNED by Idex Investor Services, Inc.
P.O. Box 9015, Clearwater, FL 34618-9015
TRANSFER AGENT
BY
--------------------------------------------
AUTHORIZED SIGNATURE
PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS C SHARES OF IDEX II VALUE EQUITY PORTFOLIO
A SERIES OF IDEX II SERIES FUND SHARES
NUMBER IM
ACCOUNT NO. ALPHA CODE DEALER NO. CONFIRM NO.
TRADE DATE CONFIRM DATE BATCH ID. NO.
CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING. PLEASE PRINT THE CORRECT INFORMATION BELOW, AND RETURN TO:
IDEX INVESTOR SERVICES, INC.
P.O. BOX 9015
CLEARWATER, FL 34618-9015
TAX IDENT. OR SOC. SEC. NO.
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full,
according to the applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFTS/TRANSFERS MIN ACT - Custodian
_____________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right
of survivorship under Uniform Gifts/Transfers to Minors
and not as tenants in common Act _______
(State)
Additionalabbreviations may also be used though
not in the above list.
For value received, ___________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________
______________________________
__________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
__________________________________________________________________________
__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint
______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full
power of substitution in the premises
Dated, ___________________
__________________________________
Owner
__________________________________
Signature of Co-Owner, if any
IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)
Signature(s) guaranteed by:
___________________________________
Name of Institution
___________________________________
Authorized Signature
(Guarantee stamp must be included)
<PAGE>
NOTICE THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
THIS SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION WHO MEETS THE STANDARDS AND PROCEDURES OF THE
TRANSFER AGENT.
<PAGE>
CLASS A SHARES OF
IDEX II
EQUITY-INCOME PORTFOLIO
A series of shares of
IDEX II SERIES FUND
(A MASSACHUSETTS BUSINESS TRUST)
SHARES OF BENEFICIAL INTEREST
THIS CERTIFIES that is the owner of ACCOUNT NO. ALPHA CODE
fully paid and non-assessable Class A Shares (without par value) of IDEX II
Equity-Income Portfolio, a series of shares (the "Series") of IDEX II Series
Fund, a Massachusetts business trust (the "Trust"), which shares are established
and designated under the Declaration of Trust dated January 7, 1986, and
restated as of August 30, 1991, as amended from time to time (the "Trust
Agreement"). The terms of the Trust Agreement, a copy of which is on file with
the Secretary of the Commonwealth of Massachusetts, are hereby incorporated by
reference as fully as if set down herein in their entirety. As provided in the
Trust Agreement, the beneficial interest in the Series has been divided into
classes of Shares, and the Shares evidenced hereby represent the beneficial
interest in an undivided proportionate part of the assets belonging to the
Series subject to the liabilities belonging to the Series and classes thereof.
Such Shares have the rights and preferences set forth in the Trust Agreement and
the Trust will furnish the holder of this certificate upon written request and
without charge a statement of such rights and preferences. THE SHARES EVIDENCED
HEREBY ARE SUBJECT TO REDEMPTION BY THE TRUST pursuant to the procedures that
may be determined by the Trustees in accordance with the Trust Agreement. This
certificate is issued by the Trustees of the Trust not individually but as
Trustees under the Trust Agreement, and represents shares of beneficial interest
in the Series and does not bind any of the Trustees, shareholders, officers,
employees or agents of the Trust personally but only the assets and property of
the Series. Subject to the provisions of the Trust Agreement, the Class A shares
represented by this certificate are transferable upon the books of the Trust by
the registered holder hereof in person or by its duly authorized attorney upon
surrender of this certificate.
Witness the facsimile signature of the President and Treasurer of the Trust and
the signature of its duly authorized agent.
VOID IF NOT COUNTERSIGNED
COUNTERSIGNED by Idex Investor Services, Inc.
P.O. Box 9015, Clearwater, FL 34618-9015
TRANSFER AGENT
BY
--------------------------------------------
AUTHORIZED SIGNATURE
PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS A SHARES OF IDEX II EQUITY-INCOME PORTFOLIO
A SERIES OF IDEX II SERIES FUND SHARES
NUMBER IM
ACCOUNT NO. ALPHA CODE DEALER NO. CONFIRM NO.
TRADE DATE CONFIRM DATE BATCH ID. NO.
CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING. PLEASE PRINT THE CORRECT INFORMATION BELOW, AND RETURN TO:
IDEX INVESTOR SERVICES, INC.
P.O. BOX 9015
CLEARWATER, FL 34618-9015
TAX IDENT. OR SOC. SEC. NO.
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full,
according to the applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFTS/TRANSFERS MIN ACT - Custodian
_____________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right
of survivorship under Uniform Gifts/Transfers to Minors
and not as tenants in common Act _______
(State)
Additionalabbreviations may also be used though
not in the above list.
For value received, ___________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________
______________________________
__________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
__________________________________________________________________________
__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint
______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full
power of substitution in the premises
Dated, ___________________
__________________________________
Owner
__________________________________
Signature of Co-Owner, if any
IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)
Signature(s) guaranteed by:
___________________________________
Name of Institution
___________________________________
Authorized Signature
(Guarantee stamp must be included)
<PAGE>
NOTICE THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
THIS SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION WHO MEETS THE STANDARDS AND PROCEDURES OF THE
TRANSFER AGENT.
<PAGE>
CLASS B SHARES OF
IDEX II
EQUITY-INCOME PORTFOLIO
A series of shares of
IDEX II SERIES FUND
(A MASSACHUSETTS BUSINESS TRUST)
SHARES OF BENEFICIAL INTEREST
THIS CERTIFIES that is the owner of ACCOUNT NO. ALPHA CODE
fully paid and non-assessable Class B Shares (without par value) of IDEX II
Equity-Income Portfolio, a series of shares (the "Series") of IDEX II Series
Fund, a Massachusetts business trust (the "Trust"), which shares are established
and designated under the Declaration of Trust dated January 7, 1986, and
restated as of August 30, 1991, as amended from time to time (the "Trust
Agreement"). The terms of the Trust Agreement, a copy of which is on file with
the Secretary of the Commonwealth of Massachusetts, are hereby incorporated by
reference as fully as if set down herein in their entirety. As provided in the
Trust Agreement, the beneficial interest in the Series has been divided into
classes of Shares, and the Shares evidenced hereby represent the beneficial
interest in an undivided proportionate part of the assets belonging to the
Series subject to the liabilities belonging to the Series and classes thereof.
Such Shares have the rights and preferences set forth in the Trust Agreement and
the Trust will furnish the holder of this certificate upon written request and
without charge a statement of such rights and preferences. THE SHARES EVIDENCED
HEREBY ARE SUBJECT TO REDEMPTION BY THE TRUST pursuant to the procedures that
may be determined by the Trustees in accordance with the Trust Agreement. This
certificate is issued by the Trustees of the Trust not individually but as
Trustees under the Trust Agreement, and represents shares of beneficial interest
in the Series and does not bind any of the Trustees, shareholders, officers,
employees or agents of the Trust personally but only the assets and property of
the Series. Subject to the provisions of the Trust Agreement, the Class B shares
represented by this certificate are transferable upon the books of the Trust by
the registered holder hereof in person or by its duly authorized attorney upon
surrender of this certificate.
Witness the facsimile signature of the President and Treasurer of the Trust and
the signature of its duly authorized agent.
VOID IF NOT COUNTERSIGNED
COUNTERSIGNED by Idex Investor Services, Inc.
P.O. Box 9015, Clearwater, FL 34618-9015
TRANSFER AGENT
BY
--------------------------------------------
AUTHORIZED SIGNATURE
PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS B SHARES OF IDEX II EQUITY-INCOME PORTFOLIO
A SERIES OF IDEX II SERIES FUND SHARES
NUMBER IM
ACCOUNT NO. ALPHA CODE DEALER NO. CONFIRM NO.
TRADE DATE CONFIRM DATE BATCH ID. NO.
CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING. PLEASE PRINT THE CORRECT INFORMATION BELOW, AND RETURN TO:
IDEX INVESTOR SERVICES, INC.
P.O. BOX 9015
CLEARWATER, FL 34618-9015
TAX IDENT. OR SOC. SEC. NO.
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full,
according to the applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFTS/TRANSFERS MIN ACT - Custodian
_____________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right
of survivorship under Uniform Gifts/Transfers to Minors
and not as tenants in common Act _______
(State)
Additionalabbreviations may also be used though
not in the above list.
For value received, ___________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________
______________________________
__________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
__________________________________________________________________________
__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint
______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full
power of substitution in the premises
Dated, ___________________
__________________________________
Owner
__________________________________
Signature of Co-Owner, if any
IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)
Signature(s) guaranteed by:
___________________________________
Name of Institution
___________________________________
Authorized Signature
(Guarantee stamp must be included)
<PAGE>
NOTICE THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
THIS SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION WHO MEETS THE STANDARDS AND PROCEDURES OF THE
TRANSFER AGENT.
<PAGE>
CLASS C SHARES OF
IDEX II
EQUITY-INCOME PORTFOLIO
A series of shares of
IDEX II SERIES FUND
(A MASSACHUSETTS BUSINESS TRUST)
SHARES OF BENEFICIAL INTEREST
THIS CERTIFIES that is the owner of ACCOUNT NO. ALPHA CODE
fully paid and non-assessable Class C Shares (without par value) of IDEX II
Equity-Income Portfolio, a series of shares (the "Series") of IDEX II Series
Fund, a Massachusetts business trust (the "Trust"), which shares are established
and designated under the Declaration of Trust dated January 7, 1986, and
restated as of August 30, 1991, as amended from time to time (the "Trust
Agreement"). The terms of the Trust Agreement, a copy of which is on file with
the Secretary of the Commonwealth of Massachusetts, are hereby incorporated by
reference as fully as if set down herein in their entirety. As provided in the
Trust Agreement, the beneficial interest in the Series has been divided into
classes of Shares, and the Shares evidenced hereby represent the beneficial
interest in an undivided proportionate part of the assets belonging to the
Series subject to the liabilities belonging to the Series and classes thereof.
Such Shares have the rights and preferences set forth in the Trust Agreement and
the Trust will furnish the holder of this certificate upon written request and
without charge a statement of such rights and preferences. THE SHARES EVIDENCED
HEREBY ARE SUBJECT TO REDEMPTION BY THE TRUST pursuant to the procedures that
may be determined by the Trustees in accordance with the Trust Agreement. This
certificate is issued by the Trustees of the Trust not individually but as
Trustees under the Trust Agreement, and represents shares of beneficial interest
in the Series and does not bind any of the Trustees, shareholders, officers,
employees or agents of the Trust personally but only the assets and property of
the Series. Subject to the provisions of the Trust Agreement, the Class C shares
represented by this certificate are transferable upon the books of the Trust by
the registered holder hereof in person or by its duly authorized attorney upon
surrender of this certificate.
Witness the facsimile signature of the President and Treasurer of the Trust and
the signature of its duly authorized agent.
VOID IF NOT COUNTERSIGNED
COUNTERSIGNED by Idex Investor Services, Inc.
P.O. Box 9015, Clearwater, FL 34618-9015
TRANSFER AGENT
BY
--------------------------------------------
AUTHORIZED SIGNATURE
PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS C SHARES OF IDEX II EQUITY-INCOME PORTFOLIO
A SERIES OF IDEX II SERIES FUND SHARES
NUMBER IM
ACCOUNT NO. ALPHA CODE DEALER NO. CONFIRM NO.
TRADE DATE CONFIRM DATE BATCH ID. NO.
CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING. PLEASE PRINT THE CORRECT INFORMATION BELOW, AND RETURN TO:
IDEX INVESTOR SERVICES, INC.
P.O. BOX 9015
CLEARWATER, FL 34618-9015
TAX IDENT. OR SOC. SEC. NO.
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full,
according to the applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFTS/TRANSFERS MIN ACT - Custodian
_____________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right
of survivorship under Uniform Gifts/Transfers to Minors
and not as tenants in common Act _______
(State)
Additionalabbreviations may also be used though
not in the above list.
For value received, ___________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________
______________________________
__________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
__________________________________________________________________________
__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint
______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full
power of substitution in the premises
Dated, ___________________
__________________________________
Owner
__________________________________
Signature of Co-Owner, if any
IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)
Signature(s) guaranteed by:
___________________________________
Name of Institution
___________________________________
Authorized Signature
(Guarantee stamp must be included)
<PAGE>
NOTICE THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
THIS SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION WHO MEETS THE STANDARDS AND PROCEDURES OF THE
TRANSFER AGENT.
<PAGE>
CLASS A SHARES OF
IDEX II
BALANCED PORTFOLIO
A series of shares of
IDEX II SERIES FUND
(A MASSACHUSETTS BUSINESS TRUST)
SHARES OF BENEFICIAL INTEREST
THIS CERTIFIES that is the owner of ACCOUNT NO. ALPHA CODE
fully paid and non-assessable Class A Shares (without par value) of IDEX II
Balanced Portfolio, a series of shares (the "Series") of IDEX II Series Fund, a
Massachusetts business trust (the "Trust"), which shares are established and
designated under the Declaration of Trust dated January 7, 1986, and restated as
of August 30, 1991, as amended from time to time (the "Trust Agreement"). The
terms of the Trust Agreement, a copy of which is on file with the Secretary of
the Commonwealth of Massachusetts, are hereby incorporated by reference as fully
as if set down herein in their entirety. As provided in the Trust Agreement, the
beneficial interest in the Series has been divided into classes of Shares, and
the Shares evidenced hereby represent the beneficial interest in an undivided
proportionate part of the assets belonging to the Series subject to the
liabilities belonging to the Series and classes thereof. Such Shares have the
rights and preferences set forth in the Trust Agreement and the Trust will
furnish the holder of this certificate upon written request and without charge a
statement of such rights and preferences. THE SHARES EVIDENCED HEREBY ARE
SUBJECT TO REDEMPTION BY THE TRUST pursuant to the procedures that may be
determined by the Trustees in accordance with the Trust Agreement. This
certificate is issued by the Trustees of the Trust not individually but as
Trustees under the Trust Agreement, and represents shares of beneficial interest
in the Series and does not bind any of the Trustees, shareholders, officers,
employees or agents of the Trust personally but only the assets and property of
the Series. Subject to the provisions of the Trust Agreement, the Class A shares
represented by this certificate are transferable upon the books of the Trust by
the registered holder hereof in person or by its duly authorized attorney upon
surrender of this certificate.
Witness the facsimile signature of the President and Treasurer of the Trust and
the signature of its duly authorized agent.
VOID IF NOT COUNTERSIGNED
COUNTERSIGNED by Idex Investor Services, Inc.
P.O. Box 9015, Clearwater, FL 34618-9015
TRANSFER AGENT
BY
--------------------------------------------
AUTHORIZED SIGNATURE
PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS A SHARES OF IDEX II BALANCED PORTFOLIO
A SERIES OF IDEX II SERIES FUND SHARES
NUMBER IM
ACCOUNT NO. ALPHA CODE DEALER NO. CONFIRM NO.
TRADE DATE CONFIRM DATE BATCH ID. NO.
CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING. PLEASE PRINT THE CORRECT INFORMATION BELOW, AND RETURN TO:
IDEX INVESTOR SERVICES, INC.
P.O. BOX 9015
CLEARWATER, FL 34618-9015
TAX IDENT. OR SOC. SEC. NO.
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full,
according to the applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFTS/TRANSFERS MIN ACT - Custodian
_____________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right
of survivorship under Uniform Gifts/Transfers to Minors
and not as tenants in common Act _______
(State)
Additionalabbreviations may also be used though
not in the above list.
For value received, ___________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________
______________________________
__________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
__________________________________________________________________________
__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint
______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full
power of substitution in the premises
Dated, ___________________
__________________________________
Owner
__________________________________
Signature of Co-Owner, if any
IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)
Signature(s) guaranteed by:
___________________________________
Name of Institution
___________________________________
Authorized Signature
(Guarantee stamp must be included)
<PAGE>
NOTICE THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
THIS SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION WHO MEETS THE STANDARDS AND PROCEDURES OF THE
TRANSFER AGENT.
<PAGE>
CLASS B SHARES OF
IDEX II
BALANCED PORTFOLIO
A series of shares of
IDEX II SERIES FUND
(A MASSACHUSETTS BUSINESS TRUST)
SHARES OF BENEFICIAL INTEREST
THIS CERTIFIES that is the owner of ACCOUNT NO. ALPHA CODE
fully paid and non-assessable Class B Shares (without par value) of IDEX II
Balanced Portfolio, a series of shares (the "Series") of IDEX II Series Fund, a
Massachusetts business trust (the "Trust"), which shares are established and
designated under the Declaration of Trust dated January 7, 1986, and restated as
of August 30, 1991, as amended from time to time (the "Trust Agreement"). The
terms of the Trust Agreement, a copy of which is on file with the Secretary of
the Commonwealth of Massachusetts, are hereby incorporated by reference as fully
as if set down herein in their entirety. As provided in the Trust Agreement, the
beneficial interest in the Series has been divided into classes of Shares, and
the Shares evidenced hereby represent the beneficial interest in an undivided
proportionate part of the assets belonging to the Series subject to the
liabilities belonging to the Series and classes thereof. Such Shares have the
rights and preferences set forth in the Trust Agreement and the Trust will
furnish the holder of this certificate upon written request and without charge a
statement of such rights and preferences. THE SHARES EVIDENCED HEREBY ARE
SUBJECT TO REDEMPTION BY THE TRUST pursuant to the procedures that may be
determined by the Trustees in accordance with the Trust Agreement. This
certificate is issued by the Trustees of the Trust not individually but as
Trustees under the Trust Agreement, and represents shares of beneficial interest
in the Series and does not bind any of the Trustees, shareholders, officers,
employees or agents of the Trust personally but only the assets and property of
the Series. Subject to the provisions of the Trust Agreement, the Class B shares
represented by this certificate are transferable upon the books of the Trust by
the registered holder hereof in person or by its duly authorized attorney upon
surrender of this certificate.
Witness the facsimile signature of the President and Treasurer of the Trust and
the signature of its duly authorized agent.
VOID IF NOT COUNTERSIGNED
COUNTERSIGNED by Idex Investor Services, Inc.
P.O. Box 9015, Clearwater, FL 34618-9015
TRANSFER AGENT
BY
--------------------------------------------
AUTHORIZED SIGNATURE
PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS B SHARES OF IDEX II BALANCED PORTFOLIO
A SERIES OF IDEX II SERIES FUND SHARES
NUMBER IM
ACCOUNT NO. ALPHA CODE DEALER NO. CONFIRM NO.
TRADE DATE CONFIRM DATE BATCH ID. NO.
CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING. PLEASE PRINT THE CORRECT INFORMATION BELOW, AND RETURN TO:
IDEX INVESTOR SERVICES, INC.
P.O. BOX 9015
CLEARWATER, FL 34618-9015
TAX IDENT. OR SOC. SEC. NO.
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full,
according to the applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFTS/TRANSFERS MIN ACT - Custodian
_____________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right
of survivorship under Uniform Gifts/Transfers to Minors
and not as tenants in common Act _______
(State)
Additionalabbreviations may also be used though
not in the above list.
For value received, ___________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________
______________________________
__________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
__________________________________________________________________________
__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint
______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full
power of substitution in the premises
Dated, ___________________
__________________________________
Owner
__________________________________
Signature of Co-Owner, if any
IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)
Signature(s) guaranteed by:
___________________________________
Name of Institution
___________________________________
Authorized Signature
(Guarantee stamp must be included)
<PAGE>
NOTICE THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
THIS SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION WHO MEETS THE STANDARDS AND PROCEDURES OF THE
TRANSFER AGENT.
<PAGE>
CLASS C SHARES OF
IDEX II
BALANCED PORTFOLIO
A series of shares of
IDEX II SERIES FUND
(A MASSACHUSETTS BUSINESS TRUST)
SHARES OF BENEFICIAL INTEREST
THIS CERTIFIES that is the owner of ACCOUNT NO. ALPHA CODE
fully paid and non-assessable Class C Shares (without par value) of IDEX II
Balanced Portfolio, a series of shares (the "Series") of IDEX II Series Fund, a
Massachusetts business trust (the "Trust"), which shares are established and
designated under the Declaration of Trust dated January 7, 1986, and restated as
of August 30, 1991, as amended from time to time (the "Trust Agreement"). The
terms of the Trust Agreement, a copy of which is on file with the Secretary of
the Commonwealth of Massachusetts, are hereby incorporated by reference as fully
as if set down herein in their entirety. As provided in the Trust Agreement, the
beneficial interest in the Series has been divided into classes of Shares, and
the Shares evidenced hereby represent the beneficial interest in an undivided
proportionate part of the assets belonging to the Series subject to the
liabilities belonging to the Series and classes thereof. Such Shares have the
rights and preferences set forth in the Trust Agreement and the Trust will
furnish the holder of this certificate upon written request and without charge a
statement of such rights and preferences. THE SHARES EVIDENCED HEREBY ARE
SUBJECT TO REDEMPTION BY THE TRUST pursuant to the procedures that may be
determined by the Trustees in accordance with the Trust Agreement. This
certificate is issued by the Trustees of the Trust not individually but as
Trustees under the Trust Agreement, and represents shares of beneficial interest
in the Series and does not bind any of the Trustees, shareholders, officers,
employees or agents of the Trust personally but only the assets and property of
the Series. Subject to the provisions of the Trust Agreement, the Class C shares
represented by this certificate are transferable upon the books of the Trust by
the registered holder hereof in person or by its duly authorized attorney upon
surrender of this certificate.
Witness the facsimile signature of the President and Treasurer of the Trust and
the signature of its duly authorized agent.
VOID IF NOT COUNTERSIGNED
COUNTERSIGNED by Idex Investor Services, Inc.
P.O. Box 9015, Clearwater, FL 34618-9015
TRANSFER AGENT
BY
--------------------------------------------
AUTHORIZED SIGNATURE
PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS C SHARES OF IDEX II BALANCED PORTFOLIO
A SERIES OF IDEX II SERIES FUND SHARES
NUMBER IM
ACCOUNT NO. ALPHA CODE DEALER NO. CONFIRM NO.
TRADE DATE CONFIRM DATE BATCH ID. NO.
CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING. PLEASE PRINT THE CORRECT INFORMATION BELOW, AND RETURN TO:
IDEX INVESTOR SERVICES, INC.
P.O. BOX 9015
CLEARWATER, FL 34618-9015
TAX IDENT. OR SOC. SEC. NO.
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full,
according to the applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFTS/TRANSFERS MIN ACT - Custodian
_____________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right
of survivorship under Uniform Gifts/Transfers to Minors
and not as tenants in common Act _______
(State)
Additionalabbreviations may also be used though
not in the above list.
For value received, ___________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________
______________________________
__________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
__________________________________________________________________________
__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint
______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full
power of substitution in the premises
Dated, ___________________
__________________________________
Owner
__________________________________
Signature of Co-Owner, if any
IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)
Signature(s) guaranteed by:
___________________________________
Name of Institution
___________________________________
Authorized Signature
(Guarantee stamp must be included)
<PAGE>
NOTICE THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
THIS SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION WHO MEETS THE STANDARDS AND PROCEDURES OF THE
TRANSFER AGENT.
<PAGE>
CLASS A SHARES OF
IDEX II
FLEXIBLE INCOME PORTFOLIO
A series of shares of
IDEX II SERIES FUND
(A MASSACHUSETTS BUSINESS TRUST)
SHARES OF BENEFICIAL INTEREST
THIS CERTIFIES that is the owner of ACCOUNT NO. ALPHA CODE
fully paid and non-assessable Class A Shares (without par value) of IDEX II
Flexible Income Portfolio, a series of shares (the "Series") of IDEX II Series
Fund, a Massachusetts business trust (the "Trust"), which shares are established
and designated under the Declaration of Trust dated January 7, 1986, and
restated as of August 30, 1991, as amended from time to time (the "Trust
Agreement"). The terms of the Trust Agreement, a copy of which is on file with
the Secretary of the Commonwealth of Massachusetts, are hereby incorporated by
reference as fully as if set down herein in their entirety. As provided in the
Trust Agreement, the beneficial interest in the Series has been divided into
classes of Shares, and the Shares evidenced hereby represent the beneficial
interest in an undivided proportionate part of the assets belonging to the
Series subject to the liabilities belonging to the Series and classes thereof.
Such Shares have the rights and preferences set forth in the Trust Agreement and
the Trust will furnish the holder of this certificate upon written request and
without charge a statement of such rights and preferences. THE SHARES EVIDENCED
HEREBY ARE SUBJECT TO REDEMPTION BY THE TRUST pursuant to the procedures that
may be determined by the Trustees in accordance with the Trust Agreement. This
certificate is issued by the Trustees of the Trust not individually but as
Trustees under the Trust Agreement, and represents shares of beneficial interest
in the Series and does not bind any of the Trustees, shareholders, officers,
employees or agents of the Trust personally but only the assets and property of
the Series. Subject to the provisions of the Trust Agreement, the Class A shares
represented by this certificate are transferable upon the books of the Trust by
the registered holder hereof in person or by its duly authorized attorney upon
surrender of this certificate.
Witness the facsimile signature of the President and Treasurer of the Trust and
the signature of its duly authorized agent.
VOID IF NOT COUNTERSIGNED
COUNTERSIGNED by Idex Investor Services, Inc.
P.O. Box 9015, Clearwater, FL 34618-9015
TRANSFER AGENT
BY
--------------------------------------------
AUTHORIZED SIGNATURE
PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS A SHARES OF IDEX II FLEXIBLE INCOME PORTFOLIO
A SERIES OF IDEX II SERIES FUND SHARES
NUMBER IM
ACCOUNT NO. ALPHA CODE DEALER NO. CONFIRM NO.
TRADE DATE CONFIRM DATE BATCH ID. NO.
CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING. PLEASE PRINT THE CORRECT INFORMATION BELOW, AND RETURN TO:
IDEX INVESTOR SERVICES, INC.
P.O. BOX 9015
CLEARWATER, FL 34618-9015
TAX IDENT. OR SOC. SEC. NO.
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full,
according to the applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFTS/TRANSFERS MIN ACT - Custodian
_____________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right
of survivorship under Uniform Gifts/Transfers to Minors
and not as tenants in common Act _______
(State)
Additionalabbreviations may also be used though
not in the above list.
For value received, ___________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________
______________________________
__________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
__________________________________________________________________________
__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint
______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full
power of substitution in the premises
Dated, ___________________
__________________________________
Owner
__________________________________
Signature of Co-Owner, if any
IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)
Signature(s) guaranteed by:
___________________________________
Name of Institution
___________________________________
Authorized Signature
(Guarantee stamp must be included)
<PAGE>
NOTICE THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
THIS SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION WHO MEETS THE STANDARDS AND PROCEDURES OF THE
TRANSFER AGENT.
<PAGE>
CLASS B SHARES OF
IDEX II
FLEXIBLE INCOME PORTFOLIO
A series of shares of
IDEX II SERIES FUND
(A MASSACHUSETTS BUSINESS TRUST)
SHARES OF BENEFICIAL INTEREST
THIS CERTIFIES that is the owner of ACCOUNT NO. ALPHA CODE
fully paid and non-assessable Class B Shares (without par value) of IDEX II
Flexible Income Portfolio, a series of shares (the "Series") of IDEX II Series
Fund, a Massachusetts business trust (the "Trust"), which shares are established
and designated under the Declaration of Trust dated January 7, 1986, and
restated as of August 30, 1991, as amended from time to time (the "Trust
Agreement"). The terms of the Trust Agreement, a copy of which is on file with
the Secretary of the Commonwealth of Massachusetts, are hereby incorporated by
reference as fully as if set down herein in their entirety. As provided in the
Trust Agreement, the beneficial interest in the Series has been divided into
classes of Shares, and the Shares evidenced hereby represent the beneficial
interest in an undivided proportionate part of the assets belonging to the
Series subject to the liabilities belonging to the Series and classes thereof.
Such Shares have the rights and preferences set forth in the Trust Agreement and
the Trust will furnish the holder of this certificate upon written request and
without charge a statement of such rights and preferences. THE SHARES EVIDENCED
HEREBY ARE SUBJECT TO REDEMPTION BY THE TRUST pursuant to the procedures that
may be determined by the Trustees in accordance with the Trust Agreement. This
certificate is issued by the Trustees of the Trust not individually but as
Trustees under the Trust Agreement, and represents shares of beneficial interest
in the Series and does not bind any of the Trustees, shareholders, officers,
employees or agents of the Trust personally but only the assets and property of
the Series. Subject to the provisions of the Trust Agreement, the Class B shares
represented by this certificate are transferable upon the books of the Trust by
the registered holder hereof in person or by its duly authorized attorney upon
surrender of this certificate.
Witness the facsimile signature of the President and Treasurer of the Trust and
the signature of its duly authorized agent.
VOID IF NOT COUNTERSIGNED
COUNTERSIGNED by Idex Investor Services, Inc.
P.O. Box 9015, Clearwater, FL 34618-9015
TRANSFER AGENT
BY
--------------------------------------------
AUTHORIZED SIGNATURE
PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS B SHARES OF IDEX II FLEXIBLE INCOME PORTFOLIO
A SERIES OF IDEX II SERIES FUND SHARES
NUMBER IM
ACCOUNT NO. ALPHA CODE DEALER NO. CONFIRM NO.
TRADE DATE CONFIRM DATE BATCH ID. NO.
CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING. PLEASE PRINT THE CORRECT INFORMATION BELOW, AND RETURN TO:
IDEX INVESTOR SERVICES, INC.
P.O. BOX 9015
CLEARWATER, FL 34618-9015
TAX IDENT. OR SOC. SEC. NO.
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full,
according to the applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFTS/TRANSFERS MIN ACT - Custodian
_____________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right
of survivorship under Uniform Gifts/Transfers to Minors
and not as tenants in common Act _______
(State)
Additionalabbreviations may also be used though
not in the above list.
For value received, ___________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________
______________________________
__________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
__________________________________________________________________________
__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint
______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full
power of substitution in the premises
Dated, ___________________
__________________________________
Owner
__________________________________
Signature of Co-Owner, if any
IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)
Signature(s) guaranteed by:
___________________________________
Name of Institution
___________________________________
Authorized Signature
(Guarantee stamp must be included)
<PAGE>
NOTICE THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
THIS SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION WHO MEETS THE STANDARDS AND PROCEDURES OF THE
TRANSFER AGENT.
<PAGE>
CLASS C SHARES OF
IDEX II
FLEXIBLE INCOME PORTFOLIO
A series of shares of
IDEX II SERIES FUND
(A MASSACHUSETTS BUSINESS TRUST)
SHARES OF BENEFICIAL INTEREST
THIS CERTIFIES that is the owner of ACCOUNT NO. ALPHA CODE
fully paid and non-assessable Class C Shares (without par value) of IDEX II
Flexible Income Portfolio, a series of shares (the "Series") of IDEX II Series
Fund, a Massachusetts business trust (the "Trust"), which shares are established
and designated under the Declaration of Trust dated January 7, 1986, and
restated as of August 30, 1991, as amended from time to time (the "Trust
Agreement"). The terms of the Trust Agreement, a copy of which is on file with
the Secretary of the Commonwealth of Massachusetts, are hereby incorporated by
reference as fully as if set down herein in their entirety. As provided in the
Trust Agreement, the beneficial interest in the Series has been divided into
classes of Shares, and the Shares evidenced hereby represent the beneficial
interest in an undivided proportionate part of the assets belonging to the
Series subject to the liabilities belonging to the Series and classes thereof.
Such Shares have the rights and preferences set forth in the Trust Agreement and
the Trust will furnish the holder of this certificate upon written request and
without charge a statement of such rights and preferences. THE SHARES EVIDENCED
HEREBY ARE SUBJECT TO REDEMPTION BY THE TRUST pursuant to the procedures that
may be determined by the Trustees in accordance with the Trust Agreement. This
certificate is issued by the Trustees of the Trust not individually but as
Trustees under the Trust Agreement, and represents shares of beneficial interest
in the Series and does not bind any of the Trustees, shareholders, officers,
employees or agents of the Trust personally but only the assets and property of
the Series. Subject to the provisions of the Trust Agreement, the Class C shares
represented by this certificate are transferable upon the books of the Trust by
the registered holder hereof in person or by its duly authorized attorney upon
surrender of this certificate.
Witness the facsimile signature of the President and Treasurer of the Trust and
the signature of its duly authorized agent.
VOID IF NOT COUNTERSIGNED
COUNTERSIGNED by Idex Investor Services, Inc.
P.O. Box 9015, Clearwater, FL 34618-9015
TRANSFER AGENT
BY
--------------------------------------------
AUTHORIZED SIGNATURE
PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS C SHARES OF IDEX II FLEXIBLE INCOME PORTFOLIO
A SERIES OF IDEX II SERIES FUND SHARES
NUMBER IM
ACCOUNT NO. ALPHA CODE DEALER NO. CONFIRM NO.
TRADE DATE CONFIRM DATE BATCH ID. NO.
CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING. PLEASE PRINT THE CORRECT INFORMATION BELOW, AND RETURN TO:
IDEX INVESTOR SERVICES, INC.
P.O. BOX 9015
CLEARWATER, FL 34618-9015
TAX IDENT. OR SOC. SEC. NO.
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full,
according to the applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFTS/TRANSFERS MIN ACT - Custodian
_____________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right
of survivorship under Uniform Gifts/Transfers to Minors
and not as tenants in common Act _______
(State)
Additionalabbreviations may also be used though
not in the above list.
For value received, ___________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________
______________________________
__________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
__________________________________________________________________________
__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint
______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full
power of substitution in the premises
Dated, ___________________
__________________________________
Owner
__________________________________
Signature of Co-Owner, if any
IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)
Signature(s) guaranteed by:
___________________________________
Name of Institution
___________________________________
Authorized Signature
(Guarantee stamp must be included)
<PAGE>
NOTICE THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
THIS SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION WHO MEETS THE STANDARDS AND PROCEDURES OF THE
TRANSFER AGENT.
<PAGE>
CLASS A SHARES OF
IDEX II
INCOME PLUS PORTFOLIO
A series of shares of
IDEX II SERIES FUND
(A MASSACHUSETTS BUSINESS TRUST)
SHARES OF BENEFICIAL INTEREST
THIS CERTIFIES that is the owner of ACCOUNT NO. ALPHA CODE
fully paid and non-assessable Class A Shares (without par value) of IDEX II
Income Plus Portfolio, a series of shares (the "Series") of IDEX II Series Fund,
a Massachusetts business trust (the "Trust"), which shares are established and
designated under the Declaration of Trust dated January 7, 1986, and restated as
of August 30, 1991, as amended from time to time (the "Trust Agreement"). The
terms of the Trust Agreement, a copy of which is on file with the Secretary of
the Commonwealth of Massachusetts, are hereby incorporated by reference as fully
as if set down herein in their entirety. As provided in the Trust Agreement, the
beneficial interest in the Series has been divided into classes of Shares, and
the Shares evidenced hereby represent the beneficial interest in an undivided
proportionate part of the assets belonging to the Series subject to the
liabilities belonging to the Series and classes thereof. Such Shares have the
rights and preferences set forth in the Trust Agreement and the Trust will
furnish the holder of this certificate upon written request and without charge a
statement of such rights and preferences. THE SHARES EVIDENCED HEREBY ARE
SUBJECT TO REDEMPTION BY THE TRUST pursuant to the procedures that may be
determined by the Trustees in accordance with the Trust Agreement. This
certificate is issued by the Trustees of the Trust not individually but as
Trustees under the Trust Agreement, and represents shares of beneficial interest
in the Series and does not bind any of the Trustees, shareholders, officers,
employees or agents of the Trust personally but only the assets and property of
the Series. Subject to the provisions of the Trust Agreement, the Class A shares
represented by this certificate are transferable upon the books of the Trust by
the registered holder hereof in person or by its duly authorized attorney upon
surrender of this certificate.
Witness the facsimile signature of the President and Treasurer of the Trust and
the signature of its duly authorized agent.
VOID IF NOT COUNTERSIGNED
COUNTERSIGNED by Idex Investor Services, Inc.
P.O. Box 9015, Clearwater, FL 34618-9015
TRANSFER AGENT
BY
--------------------------------------------
AUTHORIZED SIGNATURE
PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS A SHARES OF IDEX II INCOME PLUS PORTFOLIO
A SERIES OF IDEX II SERIES FUND SHARES
NUMBER IM
ACCOUNT NO. ALPHA CODE DEALER NO. CONFIRM NO.
TRADE DATE CONFIRM DATE BATCH ID. NO.
CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING. PLEASE PRINT THE CORRECT INFORMATION BELOW, AND RETURN TO:
IDEX INVESTOR SERVICES, INC.
P.O. BOX 9015
CLEARWATER, FL 34618-9015
TAX IDENT. OR SOC. SEC. NO.
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full,
according to the applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFTS/TRANSFERS MIN ACT - Custodian
_____________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right
of survivorship under Uniform Gifts/Transfers to Minors
and not as tenants in common Act _______
(State)
Additionalabbreviations may also be used though
not in the above list.
For value received, ___________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________
______________________________
__________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
__________________________________________________________________________
__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint
______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full
power of substitution in the premises
Dated, ___________________
__________________________________
Owner
__________________________________
Signature of Co-Owner, if any
IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)
Signature(s) guaranteed by:
___________________________________
Name of Institution
___________________________________
Authorized Signature
(Guarantee stamp must be included)
<PAGE>
NOTICE THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
THIS SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION WHO MEETS THE STANDARDS AND PROCEDURES OF THE
TRANSFER AGENT.
<PAGE>
CLASS B SHARES OF
IDEX II
INCOME PLUS PORTFOLIO
A series of shares of
IDEX II SERIES FUND
(A MASSACHUSETTS BUSINESS TRUST)
SHARES OF BENEFICIAL INTEREST
THIS CERTIFIES that is the owner of ACCOUNT NO. ALPHA CODE
fully paid and non-assessable Class B Shares (without par value) of IDEX II
Income Plus Portfolio, a series of shares (the "Series") of IDEX II Series Fund,
a Massachusetts business trust (the "Trust"), which shares are established and
designated under the Declaration of Trust dated January 7, 1986, and restated as
of August 30, 1991, as amended from time to time (the "Trust Agreement"). The
terms of the Trust Agreement, a copy of which is on file with the Secretary of
the Commonwealth of Massachusetts, are hereby incorporated by reference as fully
as if set down herein in their entirety. As provided in the Trust Agreement, the
beneficial interest in the Series has been divided into classes of Shares, and
the Shares evidenced hereby represent the beneficial interest in an undivided
proportionate part of the assets belonging to the Series subject to the
liabilities belonging to the Series and classes thereof. Such Shares have the
rights and preferences set forth in the Trust Agreement and the Trust will
furnish the holder of this certificate upon written request and without charge a
statement of such rights and preferences. THE SHARES EVIDENCED HEREBY ARE
SUBJECT TO REDEMPTION BY THE TRUST pursuant to the procedures that may be
determined by the Trustees in accordance with the Trust Agreement. This
certificate is issued by the Trustees of the Trust not individually but as
Trustees under the Trust Agreement, and represents shares of beneficial interest
in the Series and does not bind any of the Trustees, shareholders, officers,
employees or agents of the Trust personally but only the assets and property of
the Series. Subject to the provisions of the Trust Agreement, the Class B shares
represented by this certificate are transferable upon the books of the Trust by
the registered holder hereof in person or by its duly authorized attorney upon
surrender of this certificate.
Witness the facsimile signature of the President and Treasurer of the Trust and
the signature of its duly authorized agent.
VOID IF NOT COUNTERSIGNED
COUNTERSIGNED by Idex Investor Services, Inc.
P.O. Box 9015, Clearwater, FL 34618-9015
TRANSFER AGENT
BY
--------------------------------------------
AUTHORIZED SIGNATURE
PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS B SHARES OF IDEX II INCOME PLUS PORTFOLIO
A SERIES OF IDEX II SERIES FUND SHARES
NUMBER IM
ACCOUNT NO. ALPHA CODE DEALER NO. CONFIRM NO.
TRADE DATE CONFIRM DATE BATCH ID. NO.
CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING. PLEASE PRINT THE CORRECT INFORMATION BELOW, AND RETURN TO:
IDEX INVESTOR SERVICES, INC.
P.O. BOX 9015
CLEARWATER, FL 34618-9015
TAX IDENT. OR SOC. SEC. NO.
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full,
according to the applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFTS/TRANSFERS MIN ACT - Custodian
_____________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right
of survivorship under Uniform Gifts/Transfers to Minors
and not as tenants in common Act _______
(State)
Additionalabbreviations may also be used though
not in the above list.
For value received, ___________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________
______________________________
__________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
__________________________________________________________________________
__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint
______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full
power of substitution in the premises
Dated, ___________________
__________________________________
Owner
__________________________________
Signature of Co-Owner, if any
IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)
Signature(s) guaranteed by:
___________________________________
Name of Institution
___________________________________
Authorized Signature
(Guarantee stamp must be included)
<PAGE>
NOTICE THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
THIS SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION WHO MEETS THE STANDARDS AND PROCEDURES OF THE
TRANSFER AGENT.
<PAGE>
CLASS C SHARES OF
IDEX II
INCOME PLUS PORTFOLIO
A series of shares of
IDEX II SERIES FUND
(A MASSACHUSETTS BUSINESS TRUST)
SHARES OF BENEFICIAL INTEREST
THIS CERTIFIES that is the owner of ACCOUNT NO. ALPHA CODE
fully paid and non-assessable Class C Shares (without par value) of IDEX II
Income Plus Portfolio, a series of shares (the "Series") of IDEX II Series Fund,
a Massachusetts business trust (the "Trust"), which shares are established and
designated under the Declaration of Trust dated January 7, 1986, and restated as
of August 30, 1991, as amended from time to time (the "Trust Agreement"). The
terms of the Trust Agreement, a copy of which is on file with the Secretary of
the Commonwealth of Massachusetts, are hereby incorporated by reference as fully
as if set down herein in their entirety. As provided in the Trust Agreement, the
beneficial interest in the Series has been divided into classes of Shares, and
the Shares evidenced hereby represent the beneficial interest in an undivided
proportionate part of the assets belonging to the Series subject to the
liabilities belonging to the Series and classes thereof. Such Shares have the
rights and preferences set forth in the Trust Agreement and the Trust will
furnish the holder of this certificate upon written request and without charge a
statement of such rights and preferences. THE SHARES EVIDENCED HEREBY ARE
SUBJECT TO REDEMPTION BY THE TRUST pursuant to the procedures that may be
determined by the Trustees in accordance with the Trust Agreement. This
certificate is issued by the Trustees of the Trust not individually but as
Trustees under the Trust Agreement, and represents shares of beneficial interest
in the Series and does not bind any of the Trustees, shareholders, officers,
employees or agents of the Trust personally but only the assets and property of
the Series. Subject to the provisions of the Trust Agreement, the Class C shares
represented by this certificate are transferable upon the books of the Trust by
the registered holder hereof in person or by its duly authorized attorney upon
surrender of this certificate.
Witness the facsimile signature of the President and Treasurer of the Trust and
the signature of its duly authorized agent.
VOID IF NOT COUNTERSIGNED
COUNTERSIGNED by Idex Investor Services, Inc.
P.O. Box 9015, Clearwater, FL 34618-9015
TRANSFER AGENT
BY
--------------------------------------------
AUTHORIZED SIGNATURE
PLEASE DETACH AND DISCARD UNLESS CHANGES ARE REQUIRED
CLASS C SHARES OF IDEX II INCOME PLUS PORTFOLIO
A SERIES OF IDEX II SERIES FUND SHARES
NUMBER IM
ACCOUNT NO. ALPHA CODE DEALER NO. CONFIRM NO.
TRADE DATE CONFIRM DATE BATCH ID. NO.
CHANGE NOTICE: IF THE ABOVE INFORMATION IS INCORRECT OR
MISSING. PLEASE PRINT THE CORRECT INFORMATION BELOW, AND RETURN TO:
IDEX INVESTOR SERVICES, INC.
P.O. BOX 9015
CLEARWATER, FL 34618-9015
TAX IDENT. OR SOC. SEC. NO.
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full,
according to the applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFTS/TRANSFERS MIN ACT - Custodian
_____________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right
of survivorship under Uniform Gifts/Transfers to Minors
and not as tenants in common Act _______
(State)
Additionalabbreviations may also be used though
not in the above list.
For value received, ___________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________
______________________________
__________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
__________________________________________________________________________
__________________________________________________________________________Shares
of the Shares represented by the within Certificate, and do hereby irrevocably
constitute and appoint
______________________________________________________________________Attorney
to transfer the said stock on the books of the within-named issuer with full
power of substitution in the premises
Dated, ___________________
__________________________________
Owner
__________________________________
Signature of Co-Owner, if any
IMPORTANT (BEFORE SIGNING, READ AND COMPLY CAREFULLY WITH NOTICE PRINTED ABOVE)
Signature(s) guaranteed by:
___________________________________
Name of Institution
___________________________________
Authorized Signature
(Guarantee stamp must be included)
<PAGE>
NOTICE THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
THIS SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION WHO MEETS THE STANDARDS AND PROCEDURES OF THE
TRANSFER AGENT.
<PAGE>
IDEX II SERIES FUND
ON BEHALF OF IDEX II AGGRESSIVE GROWTH PORTFOLIO
MANAGEMENT AND INVESTMENT ADVISORY AGREEMENT
This Agreement, entered into as of September 30, 1994, is between
IDEX II SERIES FUND, a Massachusetts business trust (referred to herein as the
"Fund") and INTERSECURITIES, INC., a Delaware corporation (referred to herein as
"InterSecurities"), to provide certain management and investment advisory
services to a certain series of shares of beneficial interest in the Trust,
namely, IDEX II Series Fund Aggressive Growth Portfolio (the "Portfolio").
The Fund is registered as an open-end investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"), and consists of
more than one series of shares, including the Portfolio. In managing the
Portfolio, as well as in the conduct of certain of its affairs, the Fund wishes
to have the benefit of the investment advisory services of InterSecurities and
its assistance in performing certain management, administrative and promotional
functions. InterSecurities desires to furnish such services for the Portfolio
and to perform the functions assigned to it under this Agreement for the
considerations provided. Accordingly, the parties have agreed as follows:
1. Appointment. The Fund hereby appoints InterSecurities as the Portfolio's
investment adviser and administrator for the period and on the terms set forth
in this Agreement. InterSecurities accepts such appointment and agrees to render
or cause to be rendered the services set forth for the compensation herein
specified. In all matters relating to the performance of this Agreement,
InterSecurities will act in conformity with the Fund's Declaration of Trust,
Bylaws and registration statement applicable to the Portfolio and with the
instructions and direction of the Board of Trustees of the Fund, and will
conform to and comply with the 1940 Act and all other applicable federal or
state laws and regulations.
2. Investment Advisory Services. In its capacity as investment adviser to
the Portfolio, InterSecurities shall have the following responsibilities:
(a) to furnish continuous advice and recommendations to the Fund as to the
acquisition, holding or disposition of any or all of the securities or other
assets which the Portfolio may own or contemplate acquiring from time to time,
consistent with the Fund's Declaration of Trust and the Portfolio's investment
objectives and policies adopted and declared by the Board of Trustees and stated
in the Portfolio's current Prospectus;
(b) to cause the officers of InterSecurities to attend meetings and furnish
oral or written reports, as the Fund may reasonably require, in order to keep
the Trustees and appropriate officers of the Fund fully informed as to the
conditions of the investment securities of the Portfolio, the investment
recommendations of InterSecurities, and the investment considerations which have
given rise to those recommendations; and
(c) to supervise the purchase and sale of securities as directed by the
appropriate officers of the Fund, including the selection of brokers and dealers
to execute such transactions, consistent with paragraph 10 hereof .
It is understood and agreed that InterSecurities intends to enter into an
Investment Counsel Agreement with Fred Alger Management, Inc. ("Alger
Management"), a New York corporation, under which Alger Management would furnish
investment information and advice to assist InterSecurities in carrying out its
responsibilities under this Section 2. The compensation to be paid to Alger
Management for such services and the other terms and conditions under which the
services shall be rendered by Alger Management shall be set forth in the
Investment Counsel Agreement; provided, however, that such Agreement shall be
approved by the Board of Trustees and by the holders of the outstanding voting
securities of the Portfolio in accordance with the requirements of Section 15 of
the 1940 Act, and shall otherwise be subject to, and contain such provisions as
shall be required by, the 1940 Act.
<PAGE>
3. Management and Administrative Services. InterSecurities shall furnish
and perform all administrative services, including recordkeeping, shareholder
relations, regulatory reporting and compliance, supervising and coordinating the
services of the Portfolio's custodian and transfer agent and such other
functions of the Portfolio, (other than the investment advisory services
provided for in Section 2), as the parties may agree. InterSecurities shall also
assist in the preparation of reports to shareholders of the Portfolio and
prepare sales literature promoting sale of the Portfolio shares as requested by
the Fund.
4. InterSecurities Expenses. In addition to the expenses which
InterSecurities may incur in the performance of its services pursuant to
Sections 2 and 3 above, InterSecurities shall incur and pay the following
expenses allocable to the Portfolio's operations:
(a) Reasonable compensation, fees and related expenses of officers of the
Fund and of those Trustees of the Fund who are interested persons (as that term
is defined in Section 2(a)(19) of the 1940 Act) of InterSecurities; and
(e) Rental of offices for the Portfolio.
5. Obligations of Fund. The Fund shall have the following obligations under
this Agreement:
(a) to keep InterSecurities continuously and fully informed as to the
composition of the investment securities of the Portfolio and the nature of all
of its assets and liabilities from time to time;
(b) to furnish InterSecurities with a certified copy of any financial
statement or report prepared for the Portfolio by certified or independent
public accountants, and with copies of any financial statements or reports made
to its shareholders or to any governmental body or securities exchange;
(c) to furnish InterSecurities with any further materials or information
which InterSecurities may reasonably request to enable it to perform its
functions under this Agreement; and
(d) to compensate InterSecurities for its services in accordance with the
provisions of Section 6 hereof.
6. Compensation. The Portfolio shall pay to InterSecurities for its
services a fee, computed daily and paid monthly, payable on the last day of each
month during which or part of which this Agreement is in effect, equal to 1.00%
of first $750 million of the Portfolio's average daily net assets, 0.9% of the
next $250 million of the Portfolio's average daily net assets, and 0.85% of the
average daily net assets of the Portfolio in excess of $1 billion. For the month
during which this Agreement becomes effective and the month during which it
terminates, however, there shall be an appropriate proration of the fee payable
for such month based on the number of calendar days of such month during which
this Agreement is effective.
7. Expenses Paid by Portfolio. Subject to the provisions of Section 8,
below, and except as provided in this paragraph, nothing in this Agreement shall
be construed to impose upon InterSecurities the obligation to incur, pay, or
reimburse the Portfolio for any expenses not specifically assumed by
InterSecurities under Sections 2, 3 and 4 above. The Fund shall pay all of its
other expenses (or pay such expenses of the Fund attributable to the Portfolio)
including, but not limited to, custodian and transfer agent fees; advisory fees;
brokerage commissions and all other expenses in connection with the execution of
portfolio transactions; administrative, clerical, recordkeeping, bookkeeping,
legal, auditing and accounting expenses; interest and taxes; expenses of
preparing tax returns; expenses of shareholders' meetings and of preparing,
printing and mailing proxy statements (unless otherwise agreed to by the Fund
and InterSecurities); expenses of preparing and typesetting periodic reports to
its shareholders (except for those reports the Portfolio permits to be used as
sales literature); its allocable share of the fees and expenses of the Fund's
non-interested Trustees; and the costs, including filing fees, of registering
and renewing or maintaining registration of the Portfolio's shares under federal
and state law. Nothing in this Section 7 shall prohibit the Fund from entering
into other agreements or adopting plans which provide for the allocation of
expenses of the Fund or the Portfolio to other entities, or the assumption of
other expenses by the Fund or the Portfolio.
- 2 -
<PAGE>
8. Limitation on Expenses of Portfolio. Whenever, for any fiscal year, the
total cost to the Portfolio for normal operating expenses chargeable to its
income account, including, but not limited to, the fees of the Portfolio's
investment adviser, the compensation of its custodian, transfer agent,
registrar, auditors and legal counsel, printing expenses, expenses incurred in
complying with all laws applicable to the sale of shares of the Portfolio and
any compensation, fees, or reimbursements which the Portfolio pays to Trustees
of the Fund who are not interested persons (as that phrase is defined in Section
2(a)(29) of the 1940 Act) of InterSecurities, but excluding all interest and all
federal, state and local taxes (such as stamp, excise, income, franchise and
similar taxes), exceeds any expense limitation imposed by applicable state law,
InterSecurities shall reimburse the Portfolio for the amount of said excess in
the manner and to the extent required by state law.; provided, however, that
InterSecurities shall reimburse the Portfolio for the amount of such expenses,
exclusive of expenses incurred pursuant to the Fund's Plan of Distribution under
Rule 12b-1 of the 1940 Act, which exceed 2-1/2% of the Fund's average daily net
assets for the first fiscal year, and 1-1/2% thereafter.
9. Treatment of Investment Advice. With respect to the Portfolio, the Fund
shall treat the investment advice and recommendations of InterSecurities as
being advisory only, and shall retain full control over its own investment
policies. However, the Trustees of the Fund may delegate to the appropriate
officers of the Fund, or to a committee of Trustees, the power to authorize
purchases, sales or other actions affecting the securities of the Portfolio in
the interim between meetings of the Trustees, provided such action is consistent
with the established investment policy of the Fund and is reported to the
Trustees at their next meeting.
10. Brokerage Commissions. For purposes of this Agreement, brokerage
commissions paid by the Portfolio upon the purchase or sale of its portfolio
securities shall be considered a cost of securities of the Portfolio and shall
be paid by the Portfolio. InterSecurities is authorized and directed to place
the Portfolio's securities transactions, or to delegate to Alger Management the
authority and direction to place the Portfolio's securities transactions, only
with brokers and dealers who render satisfactory service in the execution of
orders at the most favorable prices and at reasonable commission rates;
provided, however, that InterSecurities or Alger Management, may pay a broker or
dealer an amount of commission for effecting a securities transaction in excess
of the amount of commission another broker or dealer would have charged for
effecting that transaction if InterSecurities or Alger Management determines in
good faith that such amount of commission was reasonable in relation to the
value of the brokerage and research services provided by such broker or dealer
viewed in terms of either that particular transaction or the overall
responsibilities of InterSecurities or Alger Management. InterSecurities and
Alger Management are also authorized to consider sales of Portfolio shares by a
broker-dealer or the recommendation of a broker-dealer to its customers that
they purchase Portfolio shares as a factor in selecting broker-dealers to
execute the Portfolio's securities transactions, provided that in placing
portfolio business with such broker-dealers, InterSecurities and Alger
Management shall seek the best execution of each transaction and all such
brokerage placement shall be consistent with the Rules of Fair Practice of the
National Association of Securities Dealers, Inc. Notwithstanding the foregoing,
the Fund shall retain the right to direct the placement of all securities
transactions of the Portfolio, and the Trustees may establish policies or
guidelines to be followed by InterSecurities and Alger Management in placing
securities transactions for the Portfolio pursuant to the foregoing provisions.
InterSecurities shall report on the placement of portfolio transactions each
quarter to the Trustees of the Fund.
11. Liability of InterSecurities. InterSecurities may rely on information
reasonable believed by it to be accurate and reliable. Except as may otherwise
be provided by the 1940 Act, neither InterSecurities nor its officers,
directors, employees or agents shall be subject to any liability to the Fund or
the Portfolio or any shareholder of the Portfolio for any error or judgment,
mistake of law or any loss arising out of any investment or other act or
omission in the course of, connected with or arising out of any service to be
rendered hereunder, except by reason of willful misfeasance, bad faith or gross
negligence in its performance of its duties or by reason of reckless disregard
of its obligations and duties under this Agreement.
- 3 -
<PAGE>
12. Termination. This Agreement may be terminated at any time, without
penalty, by the Trustees of the Fund or by the shareholders of the Portfolio
acting by vote of at least a majority of its outstanding voting securities (as
that phrase is defined in Section 2(a)(42) of the 1940 Act), provided in either
case that 60 days' written notice of termination be given to InterSecurities at
its principal place of business. This Agreement may be terminated by
InterSecurities at any time by giving 60 days' written notice of termination to
the Fund, addressed to its principal place of business.
13. Assignment. This Agreement shall terminate automatically in the event
of any assignment (as the term is defined in Section 2(a)(4) of the 1940 Act) of
this Agreement.
14. Term. This Agreement shall continue in effect, unless sooner terminated
in accordance with its terms, for an initial term ending April 22, 1995, and
shall continue in effect from year to year thereafter only so long as such
continuance is specifically approved at least annually by the vote of a majority
of the Trustees of the Fund who are not parties hereto or interested persons (as
that term is defined in Section 2(a)(19) of the 1940 Act) of any such party,
cast in person at a meeting called for the purpose of voting on the approval of
the terms of such renewal, and by either the Trustees of the Fund or the
affirmative vote of a majority of the outstanding voting securities of the
Portfolio (as that phrase is defined in Section 2(a)(42) of the 1940 Act).
15. Amendments. The terms of this Agreement may be amended only with the
approval by the affirmative vote of a majority of the outstanding voting
securities of the Portfolio (as that phrase is defined in Section 2(a)(42) of
the 1940 Act) and the approval by the vote of a majority of Trustees of the Fund
who are not parties hereto or interested persons (as that phrase is defined in
Section 2(a)(19) of the 1940 Act) of any such party, cast in person at a meeting
called for the purpose of voting on the approval of such amendment, unless
otherwise permitted in accordance with the 1940 Act.
16. Prior Agreements. This Agreement supersedes all prior agreements
between the parties relating to the subject matter hereof, and all such prior
agreements are deemed terminated upon the effectiveness of this agreement.
17. Limitation of Liability. A copy of the Fund's Declaration of Trust is
on file with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this Agreement is executed on behalf of the Trustees as
Trustees of the Fund and not individually, and that the obligations under this
Agreement are not binding upon any of the Trustees, officers, shareholders,
agents or employees of the Fund individually, but binding only upon the assets
and property of the Portfolio.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
September 30, 1994.
ATTEST: INTERSECURITIES, INC.
/s/ William H. Geiger /s/ G. John Hurley
______________________________ By:
William H. Geiger, Secretary G. John Hurley, President
ATTEST: IDEX II SERIES FUND
/s/ Becky A. Ferrell /s/ G. John Hurley
______________________________ By:
Becky A. Ferrell, Secretary G. John Hurley, President
- 4 -
<PAGE>
IDEX SERIES FUND
ON BEHALF OF IDEX INTERNATIONAL EQUITY PORTFOLIO
MANAGEMENT AND INVESTMENT ADVISORY AGREEMENT
This Agreement, entered into as of October 30, 1996, is between IDEX SERIES
FUND, a Massachusetts business trust (referred to herein as the "Fund") and
INTERSECURITIES, INC., a Delaware corporation (referred to herein as
"InterSecurities"), to provide certain management and investment advisory
services to a certain series of shares of beneficial interest in the Trust,
namely, IDEX Series Fund International Equity Portfolio (the "Portfolio").
The Fund is registered as an open-end investment company under the Investment
Company Act of 1940, as amended (the "1940 Act"), and consists of more than one
series of shares, including the Portfolio. In managing the Portfolio, as well as
in the conduct of certain of its affairs, the Fund wishes to have the benefit of
the investment advisory services of InterSecurities and its assistance in
performing certain management, administrative and promotional functions.
InterSecurities desires to furnish such services for the Portfolio and to
perform the functions assigned to it under this Agreement for the considerations
provided.
Accordingly, the parties have agreed as follows:
1. Appointment. The Fund hereby appoints InterSecurities as the Portfolio's
investment adviser and administrator for the period and on the terms set forth
in this Agreement. InterSecurities accepts such appointment and agrees to render
or cause to be rendered the services set forth for the compensation herein
specified. In all matters relating to the performance of this Agreement,
InterSecurities will act in conformity with the Fund's Declaration of Trust,
Bylaws and registration statement applicable to the Portfolio and with the
instructions and direction of the Board of Trustees of the Fund, and will
conform to and comply with the 1940 Act and all other applicable federal or
state laws and regulations.
2. Investment Advisory Services. In its capacity as investment adviser to
the Portfolio, InterSecurities shall have the following responsibilities:
(a) to furnish continuous advice and recommendations to the Fund as to the
acquisition, holding or disposition of any or all of the securities or other
assets which the Portfolio may own or contemplate acquiring from time to time,
consistent with the Fund's Declaration of Trust and the Portfolio's investment
objectives and policies adopted and declared by the Board of Trustees and stated
in the Portfolio's current Prospectus;
(b) to cause the officers of InterSecurities to attend meetings and furnish oral
or written reports, as the Fund may reasonably require, in order to keep the
Trustees and appropriate officers of the Fund fully informed as to the
conditions of the investment securities of the Portfolio, the investment
recommendations of InterSecurities, and the investment considerations which have
given rise to those recommendations; and
(c) to supervise the purchase and sale of securities as directed by the
appropriate officers of the Fund, including the selection of brokers and dealers
to execute such transactions, consistent with paragraph 10 hereof.
It is understood and agreed that InterSecurities intends to enter into an
Investment Counsel Agreement with GE Investment Management Incorporated, a
Delaware corporation, ("GE Investments") and Scottish Equitable Investment
Management Limited, a corporation incorporated in Scotland, United Kingdom,
("Scottish Equitable") under which GE Investments and Scottish Equitable would
furnish investment information and advice to assist InterSecurities in carrying
out its responsibilities under this Section 2. The compensation to be paid to GE
Investments and Scottish Equitable for such services and the other terms and
conditions under which the services shall be rendered by GE Investments and
Scottish Equitable shall be set forth in the Investment Counsel Agreement;
provided, however, that such Agreement shall be approved by the Board of
Trustees and by the holders of the outstanding voting securities of the
Portfolio in accordance with the requirements of Section 15 of the 1940 Act, and
shall otherwise be subject to, and contain such provisions as shall be required
by, the 1940 Act.
-1-
<PAGE>
3. Management and Administrative Services. InterSecurities shall furnish
and perform all administrative services, including recordkeeping, shareholder
relations, regulatory reporting and compliance, supervising and coordinating the
services of the Portfolio's custodian and transfer agent and such other
functions of the Portfolio, (other than the investment advisory services
provided for in Section 2), as the parties may agree. InterSecurities shall also
assist in the preparation of reports to shareholders of the Portfolio and
prepare sales literature promoting sale of the Portfolio shares as requested by
the Fund.
4. InterSecurities Expenses. In addition to the expenses which
InterSecurities may incur in the performance of its services pursuant to
Sections 2 and 3 above, InterSecurities shall incur and pay the following
expenses allocable to the Portfolio's operations:
(a) Reasonable compensation, fees and related expenses of officers of the Fund
and of those Trustees of the Fund who are interested persons (as that term is
defined in Section 2(a)(19) of the 1940 Act) of InterSecurities; and
(b) Rental of offices for the Portfolio.
5. Obligations of Fund. The Fund shall have the following obligations under
this Agreement:
(a) to keep InterSecurities continuously and fully informed as to the
composition of the investment securities of the Portfolio and the nature of all
of its assets and liabilities from time to time;
(b) to furnish InterSecurities with a certified copy of any financial statement
or report prepared for the Portfolio by certified or independent public
accountants, and with copies of any financial statements or reports made to its
shareholders or to any governmental body or securities exchange;
(c) to furnish InterSecurities with any further materials or information which
InterSecurities may reasonably request to enable it to perform its functions
under this Agreement; and
(d) to compensate InterSecurities for its services in accordance with the
provisions of Section 6 hereof.
6. Compensation. The Portfolio shall pay to InterSecurities for its
services an annual fee, computed daily and paid monthly, payable on the last day
of each month during which or part of which this Agreement is in effect, equal
to 1.00% of the first $750 million of the Portfolio's average daily net assets,
0.90% of the next $250 million of the Portfolio's average daily net assets, and
0.85% of the average daily net assets of the Portfolio in excess of $1 billion.
For the month during which this Agreement becomes effective and the month during
which it terminates, however, there shall be an appropriate proration of the fee
payable for such month based on the number of calendar days of such month during
which this Agreement is effective.
7. Expenses Paid by Portfolio. Subject to the provisions of Section 8,
below, and except as provided in this paragraph, nothing in this Agreement shall
be construed to impose upon InterSecurities the obligation to incur, pay, or
reimburse the Portfolio for any expenses not specifically assumed by
InterSecurities under Sections 2, 3 and 4 above. The Fund shall pay all of its
other expenses (or pay such expenses of the Fund attributable to the Portfolio)
including, but not limited to, custodian and transfer agent fees; advisory fees;
brokerage commissions and all other expenses in connection with the execution of
portfolio transactions; administrative, clerical, recordkeeping, bookkeeping,
legal, auditing and accounting expenses; interest and taxes; expenses of
preparing tax returns; expenses of shareholders' meetings and of preparing,
printing and mailing proxy statements (unless otherwise agreed to by the Fund
and InterSecurities); expenses of preparing and typesetting periodic reports to
its shareholders (except for those reports the Portfolio permits to be used as
sales literature); its allocable share of the fees and expenses of the Fund's
non-interested Trustees; and the costs, including filing fees, of registering
and renewing or maintaining registration of the Portfolio's shares under federal
and state law. Nothing in this Section 7 shall prohibit the Fund from entering
into other agreements or adopting plans which provide for the allocation of
expenses of the Fund or the Portfolio to other entities, or the assumption of
other expenses by the Fund or the Portfolio.
-2-
<PAGE>
8. Limitation on Expenses of Portfolio. Whenever, for any fiscal year, the
total cost to the Portfolio for normal operating expenses chargeable to its
income account, including, but not limited to, the fees of the Portfolio's
investment adviser, the compensation of its custodian, transfer agent,
registrar, auditors and legal counsel, printing expenses, expenses incurred in
complying with all laws applicable to the sale of shares of the Portfolio and
any compensation, fees, or reimbursements which the Portfolio pays to Trustees
of the Fund who are not interested persons (as that phrase is defined in Section
2(a)(29) of the 1940 Act) of InterSecurities, but excluding all interest and all
federal, state and local taxes (such as stamp, excise, income, franchise and
similar taxes), exceeds any expense limitation imposed by applicable state law,
InterSecurities shall reimburse the Portfolio for the amount of said excess in
the manner and to the extent required by state law; provided, however, that
InterSecurities shall reimburse the Portfolio for the amount of such expenses,
exclusive of expenses incurred pursuant to the Fund's Plan of Distribution under
Rule 12b-1 of the 1940 Act, which exceed 1.15% of the Fund's average daily net
assets for the first full nine months of the Portfolio's operation, and 1.50% of
the Fund's average daily net assets thereafter.
9. Treatment of Investment Advice. With respect to the Portfolio, the Fund
shall treat the investment advice and recommendations of InterSecurities as
being advisory only, and shall retain full control over its own investment
policies. However, the Trustees of the Fund may delegate to the appropriate
officers of the Fund, or to a committee of Trustees, the power to authorize
purchases, sales or other actions affecting the securities of the Portfolio in
the interim between meetings of the Trustees, provided such action is consistent
with the established investment policy of the Fund and is reported to the
Trustees at their next meeting.
10. Brokerage Commissions. For purposes of this Agreement, brokerage
commissions paid by the Portfolio upon the purchase or sale of its portfolio
securities shall be considered a cost of securities of the Portfolio and shall
be paid by the Portfolio. InterSecurities is authorized and directed to place
the Portfolio's securities transactions, or to delegate to GE Investments and
Scottish Equitable the authority and direction to place the Portfolio's
securities transactions, only with brokers and dealers who render satisfactory
service in the execution of orders at the most favorable prices and at
reasonable commission rates; provided, however, that InterSecurities or GE
Investments and Scottish Equitable may pay a broker or dealer an amount of
commission for effecting a securities transaction in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if InterSecurities or GE Investments and Scottish Equitable
determines in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer viewed in terms of either that particular transaction or the
overall responsibilities of InterSecurities and GE Investments and Scottish
Equitable are also authorized to consider sales of Portfolio shares by a
broker-dealer or the recommendation of a broker-dealer to its customers that
they purchase Portfolio shares as a factor in selecting broker-dealers to
execute the Portfolio's securities transactions, provided that in placing
portfolio business with such broker-dealers, InterSecurities and GE Investments
and Scottish Equitable shall seek the best execution of each transaction and all
such brokerage placement shall be consistent with the Rules of Fair Practice of
the National Association of Securities Dealers, Inc. Notwithstanding the
foregoing, the Fund shall retain the right to direct the placement of all
securities transactions of the Portfolio, and the Trustees may establish
policies or guidelines to be followed by InterSecurities and GE Investments and
Scottish Equitable in placing securities transactions for the Portfolio pursuant
to the foregoing provisions. InterSecurities shall report on the placement of
portfolio transactions each quarter to the Trustees of the Fund.
11. Liability of InterSecurities. InterSecurities may rely on information
reasonable believed by it to be accurate and reliable. Except as may otherwise
be provided by the 1940 Act, neither InterSecurities nor its officers,
directors, employees or agents shall be subject to any liability to the Fund or
the Portfolio or any shareholder of the Portfolio for any error or judgment,
mistake of law or any loss arising out of any investment or other act or
omission in the course of, connected with or arising out of any service to be
rendered hereunder, except by reason of willful misfeasance, bad faith or gross
negligence in its performance of its duties or by reason of reckless disregard
of its obligations and duties under this Agreement.
12. Termination. This Agreement may be terminated at any time, without
penalty, by the Trustees of the Fund or by the shareholders of the Portfolio
acting by vote of at least a majority of its outstanding voting securities (as
that phrase is defined in Section 2(a)(42) of the 1940 Act), provided in either
case that 60 days' written notice of termination be given to InterSecurities at
its principal place of business. This Agreement may be terminated by
InterSecurities at any time by giving 60 days' written notice of termination to
the Fund, addressed to its principal place of business.
-3-
<PAGE>
13. Assignment. This Agreement shall terminate automatically in the event
of any assignment (as the term is defined in Section 2(a)(4) of the 1940 Act) of
this Agreement.
14. Term. This Agreement shall continue in effect, unless sooner terminated
in accordance with its terms, for an initial term ending April 22, 1998, and
shall continue in effect from year to year thereafter only so long as such
continuance is specifically approved at least annually by the vote of a majority
of the Trustees of the Fund who are not parties hereto or interested persons (as
that term is defined in Section 2(a)(19) of the 1940 Act) of any such party,
cast in person at a meeting called for the purpose of voting on the approval of
the terms of such renewal, and by either the Trustees of the Fund or the
affirmative vote of a majority of the outstanding voting securities of the
Portfolio (as that phrase is defined in Section 2(a)(42) of the 1940 Act).
15. Amendments. The terms of this Agreement may be amended only with the
approval by the affirmative vote of a majority of the outstanding voting
securities of the Portfolio (as that phrase is defined in Section 2(a)(42) of
the 1940 Act) and the approval by the vote of a majority of Trustees of the Fund
who are not parties hereto or interested persons (as that phrase is defined in
Section 2(a)(19) of the 1940 Act) of any such party, cast in person at a meeting
called for the purpose of voting on the approval of such amendment, unless
otherwise permitted in accordance with the 1940 Act.
16. Prior Agreements. This Agreement supersedes all prior agreements
between the parties relating to the subject matter hereof, and all such prior
agreements are deemed terminated upon the effectiveness of this agreement.
17. Limitation of Liability. A copy of the Fund's Declaration of Trust is
on file with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this Agreement is executed on behalf of the Trustees as
Trustees of the Fund and not individually, and that the obligations under this
Agreement are not binding upon any of the Trustees, officers, shareholders,
agents or employees of the Fund individually, but binding only upon the assets
and property of the Portfolio.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
October 30, 1996, 1996.
ATTEST: INTERSECURITIES, INC.
/s/ William H. Geiger /s/ G. John Hurley
__________________________ By: __________________________
William H. Geiger, Secretary G. John Hurley
President and Chief Executive Officer
ATTEST: IDEX SERIES FUND
/s/ Becky A. Ferrell /s/ G. John Hurley
__________________________ By: __________________________
Becky A. Ferrell, Secretary G. John Hurley
President and Chief Executive Officer
-4-
<PAGE>
IDEX II SERIES FUND
ON BEHALF OF IDEX II CAPITAL APPRECIATION PORTFOLIO
MANAGEMENT AND INVESTMENT ADVISORY AGREEMENT
This Agreement, entered into as of September 30, 1994, is between IDEX II
SERIES FUND, a Massachusetts business trust (referred to herein as the "Fund"),
and IDEX MANAGEMENT, INC., a Delaware corporation (referred to herein as "Idex
Management") to provide certain management and investment advisory services to a
certain series of shares of beneficial interest in the Trust, namely, IDEX II
Series Fund Capital Appreciation Portfolio (the "Portfolio").
The Fund is registered as an open-end investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"), and consists of
more than one series of shares, including the Portfolio. In managing the
Portfolio, as well as in the conduct of certain of its affairs, the Fund wishes
to have the benefit of the investment advisory services of Idex Management and
its assistance in performing certain management, administrative and promotional
functions. Idex Management desires to furnish such services and to perform the
functions assigned to it under this Agreement for the considerations provided.
Accordingly, the parties have agreed as follows:
1. APPOINTMENT. The Fund hereby appoints Idex Management as the Portfolio's
investment adviser and administrator for the period and on the terms set forth
in this Agreement. Idex Management accepts such appointment and agrees to render
or cause to be rendered the services set forth for the compensation herein
specified. In all matters relating to the performance of this Agreement, Idex
Management will act in conformity with the Fund's Declaration of Trust, Bylaws
and registration statement applicable to the Portfolio and with the instructions
and direction of the Board of Trustees of the Fund, and will conform to and
comply with the 1940 Act and all other applicable federal or state laws and
regulations.
2. INVESTMENT ADVISORY SERVICES. In its capacity as investment adviser to
the Portfolio, Idex Management shall have the following responsibilities:
(a) to furnish continuous advice and recommendations to the Fund as to the
acquisition, holding or disposition of any or all of the securities or other
assets which the Portfolio may own or contemplate acquiring from time to time,
consistent with the Fund's Declaration of Trust and the Portfolio's investment
objectives and policies adopted and declared by the Board of Trustees and stated
in the Portfolio's current Prospectus;
(b) to cause the officers of Idex Management to attend meetings and furnish
oral or written reports, as the Fund may reasonably require, in order to keep
the Trustees and appropriate officers of the Fund fully informed as to the
conditions of the investment portfolio of the Portfolio, the investment
recommendations of Idex Management, and the investment considerations which have
given rise to those recommendations; and
(c) to supervise the purchase and sale of securities as directed by the
appropriate officers of the Fund, including the selection of brokers and dealers
to execute such transactions, consistent with paragraph 8 hereof.
It is understood and agreed that Idex Management intends to enter into an
Investment Counsel Agreement with Janus Capital Corporation ("Janus Capital"), a
Colorado corporation, under which Janus Capital will furnish investment
information and advice to assist Idex Management in carrying out its
responsibilities under this Section 2. The compensation to be paid to Janus
Capital for such services and the other terms and conditions under which the
services shall be rendered by Janus Capital shall be set forth in the Investment
Counsel Agreement; provided, however, that such Agreement shall be approved by
the Board of Trustees and, as may be required, by the holders of the outstanding
voting securities of the Portfolio in accordance with the requirements of
Section 15 of the 1940 Act, and shall otherwise be subject to, and contain such
provisions as shall be required by, the 1940 Act.
3. MANAGEMENT AND ADMINISTRATIVE SERVICES. Idex Management shall furnish or
make available to the Portfolio the services of executive and management
personnel to supervise the performance of all administrative, recordkeeping,
shareholder relations, regulatory reporting and compliance, and all other
functions of the Portfolio (other
<PAGE>
than the investment advisory services provided for in Section 2), including
supervising and coordinating the services of the Portfolio's custodian and
transfer agent. Idex Management shall also assist in the preparation of reports
to shareholders of the Portfolio and prepare sales literature promoting sale of
the Portfolio shares as requested by the Fund.
It is understood and agreed that Idex Management intends to enter into an
Administrative Services Agreement with InterSecurities, Inc.) (the
"Distributor"), a Delaware corporation, under which the Distributor will furnish
management and administrative personnel and services to assist Idex Management
in carrying out its responsibilities under this Section 3. The compensation to
be paid to the Distributor for such services and the other terms and conditions
under which the services shall be rendered by the Distributor shall be set forth
in the Administrative Services Agreement.
4. ALLOCATION OF EXPENSES. During the term of this Agreement, the Portfolio
will bear all expenses not expressly assumed by Idex Management incurred in the
operation of the Portfolio and the offering of its shares. Without limiting the
generality of the foregoing:
(a) The Portfolio shall pay (i) fees payable to Idex Management pursuant to
this Agreement; (ii) the cost (including brokerage commissions, if any) incurred
in connection with purchases and sales of the Portfolio's securities; (iii)
expenses of organizing the Portfolio; (iv) filing fees and expenses relating to
registering and qualifying and maintaining the registration and qualification of
Portfolio shares for sale under federal and state securities laws; (v) its
allocable share of the compensation, fees and reimbursements paid to the Trust's
non-interested Trustees; (vi) custodian and transfer agent fees; (vii) legal and
accounting expenses allocable to the Portfolio, including costs of local
representation in Massachusetts and fees of special counsel, if any, for the
independent Trustees; (viii) all federal, state and local tax (including stamp,
excise, income and franchise taxes and the preparation and filing of all returns
and reports in connection therewith; (ix) cost of certificates and delivery to
purchasers; (x) expenses of shareholders' meetings and of preparing, printing
and distributing proxy statements (unless otherwise agreed to by the Trust and
Idex Management); (xi) expenses of preparing and filing reports with federal and
state regulatory authorities; (xii) costs of any liability, uncollectible items
of deposit and other insurance or fidelity bonds; (xiii) any costs, expenses or
losses arising out of any liability of or claim for damage or other relief
asserted against the Trust for violation of any law; (xiv) expenses of
preparing, typesetting and printing prospectuses and supplements thereto for
existing shareholders and of reports and statements to shareholders; (xv) fees
and expenses in connection with membership in investment company organizations;
and (xvi) any extraordinary expenses incurred by the Trust on behalf of the
Portfolio.
(b) Idex Management shall pay (i) all expenses incurred by it in the
performance of its duties under this Agreement; and (ii) compensation, fees and
expenses of officers and Trustees of the Trust, except for such Trustees who are
not interested persons (as defined in the 1940 Act) of Idex Management;
(c) Idex Management will advance for the account of the Portfolio all
expenses of the Portfolio's initial organization and registration with federal
and state regulatory authorities, including related legal and auditing fees and
typesetting of the prospectus, all of which expenses will be amortized in equal
daily amounts and repaid by the Portfolio without interest in equal annual
installments over five years commencing on the effective date of the Trust's
registration statement applicable to the Portfolio;
(d) If, for any fiscal year, the total expenses of the Portfolio, including
but not limited to: the fees to Idex Management, compensation to its custodian,
transfer agent, registrar, auditors and legal counsel, printing expense, and
fees, compensation and expenses to Trustees who are not interested persons,
exceed any expense limitation imposed by applicable state law, Idex Management
shall reimburse the Portfolio for such excess in the manner and to the extent
required by applicable state law; provided, however, that Idex Management shall
reimburse the Portfolio for the amount of such expenses which exceed 2-1/2% of
the Portfolio's average daily net assets for the first fiscal year, and 1-1/2%
thereafter. For purposes of this sub- paragraph, "total expenses" shall not
include interest, taxes, litigation expenses, brokerage commissions or other
costs incurred in acquiring or disposing of any of the Portfolio's portfolio
securities, expenses
2
<PAGE>
incurred pursuant to the Portfolio's Plan of Distribution under Rule 12b-1 of
the Investment Company Act of 1940, or any costs arising other than in the
ordinary and necessary course of the Portfolio's business.
5. OBLIGATIONS OF FUND. The Fund shall have the following obligations under
this Agreement:
(a) to keep Idex Management continuously and fully informed as to the
composition of its investment portfolio of the Portfolio and the nature of all
of its assets and liabilities from time to time;
(b) to furnish Idex Management with a certified copy of any financial
statement or report prepared for the Portfolio by certified or independent
public accountants, and with copies of any financial statements or reports made
to its shareholders or to any governmental body or securities exchange;
(c) to furnish Idex Management with any further materials or information
which Idex Management may reasonably request to enable it to perform its
functions under this Agreement; and
(d) to compensate Idex Management for its services in accordance with the
provisions of Section 6 hereof.
6. COMPENSATION. The Portfolio shall pay to Idex Management for its
services a fee, computed daily and paid monthly, payable on the last day of each
month during which or part of which this Agreement is in effect, equal to 1.00%
of the first $750 million of the Portfolio's average daily net assets, 0.9% of
the next $250 million of the Portfolio's average daily net assets, and 0.85% of
the average daily net assets of the Portfolio in excess of $1 billion. For the
month during which this Agreement becomes effective and the month during which
it terminates, however, there shall be an appropriate proration of the fee
payable for such month based on the number of calendar days of such month during
which this Agreement is effective.
7. TREATMENT OF INVESTMENT ADVICE. With respect to the Portfolio, the Fund
shall treat the investment advice and recommendations of Idex Management as
being advisory only, and shall retain full control over its own investment
policies. However, the Trustees of the Fund may delegate to the appropriate
officers of the Fund, or to a committee of Trustees, the power to authorize
purchases, sales or other actions affecting the Portfolio in the interim between
meetings of the Trustees, provided such action is consistent with the
established investment policy of the Trustees and is reported to the Trustees at
their next meeting.
8. BROKERAGE COMMISSIONS. For purposes of this Agreement, brokerage
commissions paid by the Portfolio upon the purchase or sale of its portfolio
securities shall be considered a cost of securities of the Portfolio and shall
be paid by the Portfolio. Idex Management is authorized and directed to place
the Portfolio's securities transactions, or to delegate to Janus Capital the
authority and direction to place the Portfolio's securities transactions, only
with brokers and dealers who render satisfactory service in the execution of
orders at the most favorable prices and at reasonable commission rates;
provided, however, that Idex Management or Janus Capital, may pay a broker or
dealer an amount of commission for effecting a securities transaction in excess
of the amount of commission another broker or dealer would have charged for
effecting that transaction if Idex Management or Janus Capital determines in
good faith that such amount of commission was reasonable in relation to the
value of the brokerage and research services, provided by such broker or dealer
viewed in terms of either that particular transaction or the overall
responsibilities of Idex Management or Janus Capital. Idex Management and Janus
Capital are also authorized to consider sales of Portfolio shares (which shall
be deemed to include also shares of other registered investment companies with
the same investment adviser) by a broker-dealer or the recommendation of a
broker-dealer to its customers that they purchase Portfolio shares as a factor
in selecting broker-dealers to execute the Portfolio's securities transactions,
provided that in placing portfolio business with such broker-dealers, Idex
Management and Janus Capital shall seek the best execution of each transaction
and all such brokerage placement shall be consistent with the Rules of Fair
Practice of the National Association of Securities Dealers, Inc. Notwithstanding
the foregoing, the Trust shall retain the right to direct the placement of all
securities transactions of the Portfolio, and the Trustees may establish
policies or guidelines to be followed by Idex Management and Janus Capital in
placing portfolio transactions for the Portfolio pursuant to the foregoing
provisions. Idex Management shall report on the placement of portfolio
transactions each quarter to the Trustees of the Trust.
3
<PAGE>
9. PURCHASES BY AFFILIATES. Neither Idex Management nor any officer or
Director thereof shall take a long or short position in the securities issued by
the Portfolio. This prohibition, however, shall not prevent the purchase from
the Portfolio of shares issued by the Fund on behalf of the Portfolio, by the
officers or Directors of Idex Management (or by deferred benefit plans
established for their benefit) at the current price available to the public, or
at such price with reductions in sales charge as may be permitted by the
Portfolio's current prospectus, in accordance with Section 22(d) of the 1940
Act.
10. TERM. This Agreement shall continue in effect, unless sooner terminated
in accordance with its terms, for an initial term ending April 22, 1995, and
shall continue in effect from year to year thereafter provided such continuance
is specifically approved at least annually by the vote of a majority of the
Trustees of the Fund who are not parties hereto or interested persons (as that
term is defined in Section 2(a)(19) of the 1940 Act, as amended) of any such
party, cast in person at a meeting called for the purpose of voting on the
approval of the terms of such renewal, and by either the Trustees of the Fund or
the affirmative vote of a majority of the outstanding voting securities of the
Portfolio (as that phrase is defined in Section 2(a)(42) of the 1940 Act.
11. TERMINATION. This Agreement may be terminated at any time, without
penalty, by the Trustees of the Fund or by the shareholders of the Portfolio
acting by vote of at least a majority of its outstanding voting securities (as
that phrase is defined in Section 2(a)(42) of the 1940 Act), provided in either
case that 60 days' written notice of termination be given to Idex Management at
its principal place of business. This Agreement may be terminated by Idex
Management at any time by giving 60 days' written notice of termination to the
Fund, addressed to its principal place of business.
12. USE OF NAME. If this Agreement is terminated and Idex Management no
longer serves as investment adviser to the Portfolio, Idex Management reserves
the right to withdraw from the Fund the use of the name "IDEX" with respect to
the Portfolio or any name misleadingly implying a continuing relationship
between the Portfolio and Idex Management or any of its affiliates.
13. LIABILITY OF IDEX MANAGEMENT. Idex Management may rely on information
reasonably believed by it to be accurate and reliable. Except as may otherwise
be provided by the 1940 Act, neither Idex Management nor its officers,
directors, employees or agents shall be subject to any liability to the Fund or
the Portfolio or any shareholder of the Portfolio for any error of judgment,
mistake of law or any loss arising out of any investment or other act or
omission in the course of, connected with or arising out of any service to be
rendered hereunder, except by reason of willful misfeasance, bad faith or gross
negligence in its performance of its duties or by reason of reckless disregard
of its obligations and duties under this Agreement.
14. ASSIGNMENT. This Agreement shall terminate automatically in the event
of any assignment (as the term is defined in Section 2(a)(4) of the 1940 Act) of
this Agreement.
15. AMENDMENTS. This Agreement may be amended only with the approval by the
affirmative vote of a majority of the outstanding voting securities of the
Portfolio (as that phrase is defined in Section 2(a)(42) of the 1940 Act) and
the approval by the vote of a majority of Trustees of the Fund who are not
parties hereto or interested persons (as that phrase is defined in Section
2(a)(19) of the 1940 Act) of any such party, cast in person at a meeting called
for the purpose of voting on the approval of such amendment.
16. PRIOR AGREEMENTS. This Agreement supersedes all prior agreements
between the parties relating to the subject matter hereof, and all such prior
agreements are deemed terminated upon the effectiveness of this Agreement.
17. LIMITATION OF LIABILITY. A copy of the Fund's Declaration of Trust is
on file with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this Agreement is executed on behalf of the Trustees
4
<PAGE>
as Trustees of the Fund and not individually, and that the obligations under
this Agreement are not binding upon any of the Trustees, officers, shareholders,
agents or employees of the Fund individually, but binding only upon the assets
and property of the Portfolio.
ATTEST: IDEX MANAGEMENT, INC.
/S/ WILLIAM H. GEIGER /S/ G. JOHN HURLEY
______________________________ By: ______________________________
William H. Geiger, Secretary G. John Hurley
President and Chief
Executive Officer
ATTEST: IDEX II SERIES FUND
/S/ BECKY A. FERRELL /S/ JOHN R. KENNEY
______________________________ By: ______________________________
Becky A. Ferrell, Secretary John R. Kenney
Chairman of the Board
5
<PAGE>
IDEX II SERIES FUND
MANAGEMENT AND INVESTMENT ADVISORY AGREEMENT
FOR THE IDEX II GLOBAL PORTFOLIO SERIES
This Agreement is entered into as of April 22, 1992, by and
between IDEX II Series Fund, a Massachusetts business trust (referred to herein
as the "Trust"), and Idex Management, Inc., a Delaware corporation (referred to
herein as "Idex Management"), to provide certain management and investment
advisory services to a certain series of shares of beneficial interest in the
Trust, namely, IDEX II Global Portfolio (the "Portfolio").
The Trust is registered as an open-end investment company under the
Investment Company Act of 1940, as amended, (the "1940 Act") and consists of
more than one series of shares, including the Portfolio. In managing the
Portfolio, as well as in the conduct of certain of its affairs, the Trust wishes
to have the benefit of the investment advisory services of Idex Management and
its assistance in performing certain management, administrative, and promotional
functions. Idex Management desires to furnish such services for the Portfolio
and to perform the functions assigned to it under this Agreement for the
considerations provided. Accordingly, the parties have agreed as follows:
1. INVESTMENT ADVISORY SERVICES. In its capacity as investment adviser to
the Portfolio, Idex Management shall have the following responsibilities:
(a) to furnish continuous advice and recommendations to the Trust as
to the acquisition, holding or disposition of any or all of the securities
or other assets which the Portfolio may own or contemplate acquiring from
time to time;
(b) to cause the officers of Idex Management to attend meetings and
furnish oral or written reports, as the Trust may reasonably require, in
order to keep the Trustees and appropriate officers of the Trust fully
informed as to the conditions of the investment portfolio of the Portfolio,
the investment recommendations of Idex Management, and the investment
considerations which have given rise to those recommendations; and
(c) to supervise the purchase and sale of securities of the Portfolio
as directed by the appropriate officers of the Trust.
It is understood and agreed that InterSecurities may, and intends to enter
into an Investment Counsel Agreement with a duly registered investment adviser
(the "Sub-Adviser") under which the Sub-Adviser would furnish investment
information and advice to assist Idex Management in carrying out its
responsibilities under this Section 1. The compensation to be paid to
Sub-Adviser for such services and the other terms and conditions under which the
services shall be rendered by the Sub-Adviser shall be set forth in the
Investment Counsel Agreement; provided, however, that such Agreement shall be
approved by the Board of Trustees and by the holders of the outstanding
Page 1 of 6
<PAGE>
voting securities of the Portfolio in accordance with the requirements of
Section 15 of the 1940 Act, and shall otherwise be subject to, and contain such
provisions as shall be required by, the 1940 Act.
2. MANAGEMENT AND ADMINISTRATIVE SERVICES. Idex Management shall furnish
and perform all administrative services, including recordkeeping, shareholder
relations, regulatory reporting and compliance, supervising and coordinating the
services of the Portfolio's custodian and transfer agent and such other
functions of the Portfolio and of the Trust with respect to the Portfolio (other
than the investment advisory services provided for in Section 1), as the parties
may agree. Idex Management shall also assist in the preparation of reports to
shareholders of the Portfolio and prepare sales literature promoting sale of the
shares of the Portfolio as requested by the Trust.
It is understood and agreed that Idex Management intends to enter into an
Administrative Services Agreement with InterSecurities, Inc. (formerly known as
Idex Distributors, Inc.) (the "Distributor"), a Delaware corporation, under
which the Distributor will furnish management and administrative personnel and
services to assist Idex Management in carrying out its responsibilities under
this Section 2. The compensation to be paid to the Distributor for such services
and the other terms and conditions under which the services shall be rendered by
the Distributor shall be set forth in the Administrative Services Agreement.
3. IDEX MANAGEMENT EXPENSES. In addition to the expenses which Idex
Management may incur in the performance of its services pursuant to Sections 1
and 2 above, Idex Management shall incur and pay the following expenses
allocable to the Portfolio's operations:
(a) Reasonable compensation, fees and related expenses of the officers
of the Trust and of those Trustees of the Trust who are interested persons
(as that term is defined in Section 2(a)(19) of the 1940 Act) of Idex
Management; and
(b) Rental of offices for the Portfolio.
4. OBLIGATIONS OF TRUST. The Trust shall have the following obligations
under this Agreement:
(a) to keep Idex Management continuously and fully informed as to the
composition of the investment portfolio of the Portfolio and the nature of
all of its assets and liabilities from time to time;
(b) to furnish Idex Management with a certified copy of any financial
statement or report prepared for the Portfolio by certified or independent
public accountants, and with copies of any financial statements or reports
made to its shareholders or to any governmental body or securities
exchange;
Page 2 of 6
<PAGE>
(c) to furnish Idex Management with any further materials or
information which Idex Management may reasonably request to enable it to
perform its functions under this Agreement; and
(d) to compensate Idex Management for its services in accordance with
the provisions of Section 5 hereof.
5. COMPENSATION. For its services under this Agreement, Idex Management is
entitled to receive from the Portfolio a monthly fee, payable on the last day of
each month during which or part of which this Agreement is in effect, of 1/12 of
the following percentages of that part of the average daily closing net asset
value of the Portfolio for such month.
1% of first $750 Million of net asset value for such month
0.9% of the next $250 Million of net asset value for such month
and 0.85% of the net asset value exceeding $1 Billion for such month
For the month during which this Agreement becomes effective and the month
during which it terminates, however, there shall be an appropriate proration of
the fee payable for such month based on the number of calendar days of such
month during which this Agreement is effective.
6. EXPENSES PAID BY PORTFOLIO. Subject to the provisions of Section 7,
below, and except as provided in this paragraph, nothing in this Agreement shall
be construed to impose upon Idex Management the obligation to incur, pay or
reimburse the Portfolio for any expenses not specifically assumed by Idex
Management under Sections 1, 2 and 3 above. The Portfolio shall pay all of its
other expenses (or pay such expenses of the Trust attributable to the Portfolio)
including, but not limited to: custodian and transfer agent fees; advisory fees;
brokerage commissions and all other expenses in connection with the execution of
portfolio transactions; administrative, clerical, recordkeeping, bookkeeping,
legal, auditing and accounting expenses; interest and taxes; expenses of
preparing tax returns; expenses of shareholders' meetings and of preparing,
printing and mailing proxy statements (unless otherwise agreed to by the Trust
and Idex Management); expenses of preparing and typesetting periodic reports to
its shareholders (except for those reports the Portfolio permits to be used as
sales literature); its allocable share of the fees and expenses of the Trust's
non-interested Trustees; and the costs, including filing fees, of registering
and renewing or maintaining registration of the Portfolio's shares under federal
and state law. Nothing in this Section 6 shall prohibit the Trust from entering
into other agreements or adopting plans which provide for the allocation of
expenses of the Trust or the Portfolio to other entities, or the assumption of
other expenses by the Trust or the Portfolio.
7. LIMITATION ON EXPENSES OF THE PORTFOLIO. Whenever, for any fiscal year,
the total cost to the Portfolio for normal operating expenses chargeable to its
income account, including, but not limited to, the fees of the Portfolio's
investment adviser, the compensation of its custodian,
Page 3 of 6
<PAGE>
transfer agent, registrar, auditors and legal counsel, printing expenses,
expenses incurred in complying with all laws applicable to the sale of shares of
the Portfolio and any compensation, fees, or reimbursements which the Portfolio
pays to Trustees of the Trust who are not interested persons (as that phrase is
defined in Section 2(a)(29) of the 1940 Act, of Idex Management, but excluding
all interest and all federal, state and local taxes (such as stamp, excise,
income, franchise and similar taxes), exceeds any expense limitation imposed by
applicable state law, Idex Management shall reimburse the Portfolio for the
amount of said excess in the manner and to the extent required by state law.
8. TREATMENT OF INVESTMENT ADVICE. With respect to the Portfolio, the Trust
shall treat the investment advice and recommendations of Idex Management as
being advisory only, and shall retain full control over its own investment
policies. However, the Trustees of the Trust may delegate to the appropriate
officers of the Trust, or to a committee of Trustees, the power to authorize
purchases, sales or other actions affecting the portfolio of the Portfolio in
the interim between meetings of the Trustees, provided such action is consistent
with the established investment policy of the Trustees and is reported to the
Trustees at their next meeting.
9. BROKERAGE COMMISSIONS. For purposes of this Agreement, brokerage
commissions paid by the Portfolio upon the purchase or sale of its portfolio
securities shall be considered a cost of securities of the Portfolio and shall
be paid by the Portfolio. Idex Management is authorized and directed to place
the Portfolio's securities transactions, or to delegate to the Sub-Adviser the
authority and direction to place the Portfolio transactions, only with brokers
and dealers who render satisfactory service in the execution of orders at the
most favorable prices and at reasonable commission rates; provided, however,
that Idex Management or the Sub-Adviser, may pay a broker or dealer an amount of
commission for effecting a securities transaction in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if Idex Management or the Sub-Adviser determines in good faith that
such amount of commission was reasonable in relation to the value of the
brokerage and research services, provided by such broker or dealer viewed in
terms of either that particular transaction or the overall responsibilities of
Idex Management or the Sub-Adviser. Idex Management and the Sub-Adviser are also
authorized to consider sales of Portfolio shares by a broker-dealer or the
recommendation of a broker-dealer to its customers that they purchase Portfolio
shares as a factor in selecting broker-dealers to execute the Portfolio's
securities transactions, provided that in placing portfolio business with such
broker-dealers, Idex Management and the Sub-Adviser shall seek the best
execution of each transaction and all such brokerage placement shall be
consistent with the Rules of Fair Practice of the National Association of
Securities Dealers, Inc. Notwithstanding the foregoing, the Trust shall retain
the right to direct the placement of all securities transactions of th
Portfolio, and the Trustees may establish policies or guidelines to be followed
by Idex Management and the Sub-Adviser in placing securities transactions for
the Portfolio pursuant to the foregoing provisions. Idex Management shall report
on the placement of Portfolio transactions each quarter to the Trustees of the
Portfolio.
10. USE OF NAME. The Trust acknowledges that Idex Management may grant or
has granted the Trust the right to use the name "IDEX" with respect to the
Portfolio. If this Agreement
Page 4 of 6
<PAGE>
is terminated and Idex Management no longer serves as investment adviser to the
Portfolio, Idex Management reserves the right to withdraw from the Portfolio the
use of the name "IDEX" or any name misleadingly implying a continuing
relationship between the Portfolio and Idex Management, Inc. or any of their
affiliates.
11. LIABILITY OF IDEX MANAGEMENT. Idex Management may rely on information
reasonably believed by it to be accurate and reliable. Except as may otherwise
be provided by the 1940 Act, neither Idex Management nor its officers,
directors, employees or agents shall be subject to any liability to the Trust or
the Portfolio or any shareholder of the Portfolio for any error of judgment,
mistake of law or any loss arising out of any investment or other act or
omission in the course of, connected with or arising out of any service to be
rendered hereunder, except by reason of willful misfeasance, bad faith or gross
negligence in its performance of its duties or by reason of reckless disregard
of its obligations and duties under this Agreement.
12. TERMINATION. This Agreement may be terminated at any time, without
penalty, by the Trustees of the Trust or by the shareholders of the Portfolio
acting by vote of at least a majority of its outstanding voting securities (as
that phrase is defined in Section 2(a)(42) of the 1940 Act), provided in either
case that 60 days' written notice of termination be given to Idex Management at
its principal place of business. This Agreement may be terminated by
InterSecurities at any time by giving 60 days' written notice of termination to
the Trust, addressed to its principal place of business.
13. ASSIGNMENT. This Agreement shall terminate automatically in the event
of any assignment (as the term is defined in Section 2(a)(4) of the 1940 Act) of
this Agreement.
14. TERM. This Agreement shall continue in effect, unless sooner terminated
in accordance with its terms, for an initial term ending April 22, 1994, and
shall continue in effect from year to year thereafter provided such continuance
is specifically approved at least annually by the vote of a majority of the
Trustees of the Trust who are not parties hereto or interested persons (as that
term is defined in Section 2(a)(19) of the 1940 Act) of any such party, cast in
person at a meeting called for the purpose of voting on the approval of the
terms of such renewal, and by either the Trustees of the Trust or the
affirmative vote of a majority of the outstanding voting securities of the
Portfolio (as that phrase is defined in Section 2(a)(42) of the 1940 Act).
15. AMENDMENTS. The terms of this Agreement may be amended only with the
approval by the affirmative vote of a majority of the outstanding voting
securities of the Portfolio (as that phrase is defined in Section 2(a)(42) of
the 1940 Act) and the approval by the vote of a majority of Trustees of the
Trust who are not parties hereto or interested persons (as that phrase is
defined in Section 2(a)(19) of the 1940 Act) of any such party, cast in person
at a meeting called for the purpose of voting on the approval of such amendment,
unless otherwise permitted in accordance with the 1940 Act.
Page 5 of 6
<PAGE>
16. PRIOR AGREEMENTS. This Agreement supersedes all prior agreements
between the parties relating to the subject matter hereof, and all such prior
agreements are deemed terminated upon the effectiveness of this agreement.
17. LIMITATION OF LIABILITY. A copy of the Trust's Declaration of Trust is
on file with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this Agreement is executed on behalf of the Trustees as
Trustees of the Trust and not individually, and that the obligations under this
Agreement are not binding upon any of the Trustees, officers, shareholders,
agents or employees of the Trust individually, but binding only upon the assets
and property of the Portfolio.
Attest: IDEX II SERIES FUND
________________________ By: ______________________
Pamela C. Dils, Secretary John R. Kenney
Chairman of the Board
Attest: IDEX MANAGEMENT, INC.
________________________ By: ______________________
William H. Geiger, Secretary G. John Hurley
President and Chief
Executive Officer
Page 6 of 6
<PAGE>
IDEX II
MANAGEMENT AND INVESTMENT ADVISORY AGREEMENT
This Agreement, entered into as of April 22, 1991, is between IDEX II, a
Massachusetts business trust (referred to herein as the "Fund"), and IDEX
MANAGEMENT, INC., a Delaware corporation (referred to herein as "Idex
Management").
The Fund is registered as an open-end investment company under the
Investment Company Act of 1940, as amended, and as such will maintain and manage
a portfolio of investments. In managing its portfolio, as well as in the conduct
of certain of its affairs, it wishes to have the benefit of the investment
advisory services of Idex Management and its assistance in performing certain
management, administrative and promotional functions. Idex Management desires to
furnish such services and to perform the functions assigned to it under this
Agreement for the considerations provided. Accordingly, the parties have agreed
as follows:
1. Investment Advisory Services. In its capacity as investment adviser to
the Fund, Idex Management shall have the following responsibilities:
(a) to furnish continuous advice and recommendations to the Fund as to the
acquisition, holding or disposition of any or all of the securities or other
assets which the Fund may own or contemplate acquiring from time to time;
(b) to cause its officers to attend meetings and furnish oral or written
reports, as the Fund may reasonably require, in order to keep the Trustees and
appropriate officers of the Fund fully informed as to the conditions of the
investment portfolio of the Fund, the investment recommendations of Idex
Management, and the investment considerations which have given rise to those
recommendations; and
(c) to supervise the purchase and sale of securities as directed by the
appropriate officers of the Fund.
It is understood and agreed that Idex Management intends to enter into an
Investment Counsel Agreement with Janus Capital Corporation ("Janus Capital"), a
Colorado corporation, under which Janus Capital will furnish investment
information and advice to assist Idex Management in carrying out its
responsibilities under this Section 1. The compensation to be paid to Janus
Capital for such services and the other terms and conditions under which the
services shall be rendered by Janus Capital shall be set forth in the Investment
Counsel Agreement; provided, however, that such Agreement shall be approved by
the Board of Trustees and by the holders of the outstanding voting securities of
the Fund in accordance with the requirements of Section 15 of the Investment
Company Act of 1940, and shall otherwise be subject to, and contain such
provisions as shall be required by, the Investment Company Act of 1940.
2. Management and Administrative Services. Idex Management shall furnish or
make available to the Fund the services of executive and management personnel to
supervise the performance of all administrative, recordkeeping, shareholder
relations, regulatory reporting and compliance, and all other functions of the
Fund (other than the investment advisory services provided for in Section 1),
including
1
<PAGE>
supervising and coordinating the services of the Fund's custodian and transfer
agent. Idex Management shall also assist in the preparation of reports to
shareholders of the Fund and prepare sales literature promoting sale of the Fund
shares as requested by the Fund.
It is understood and agreed that Idex Management intends to enter into an
Administrative Services Agreement with InterSecurities, Inc. (formerly known as
Idex Distributors, Inc.) (the "Distributor"), a Delaware corporation, under
which the Distributor will furnish management and administrative personnel and
services to assist Idex Management in carrying out its responsibilities under
this Section 2. The compensation to be paid to the Distributor for such services
and the other terms and conditions under which the services shall be rendered by
the Distributor shall be set forth in the Administrative Services Agreement.
3. Idex Management Expenses. In addition to the expenses which Idex
Management may incur in the performance of its services pursuant to Sections 1
and 2 above, Idex Management shall incur and pay the following expenses relating
to the Fund's organization and operations:
(a) All costs and expenses, including legal and accounting fees, incurred
in connection with the formation and organization of the Fund, including the
preparation (and filing, when necessary) of the Fund's Declaration of Trust,
Bylaws, contracts, plan and documents; conducting meetings of organizers,
trustees and shareholders, planning and conducting the Fund's initial private
offering, and all other matters relating to the formation and organization of
the Fund and the preparation for offering its shares to the public. The
organization of the Fund for all of the foregoing purposes will be considered
completed when the Fund's initial registration statement under the Securities
Act of 1933 becomes effective;
(b) All costs and expenses, including legal and accounting fees, filing
fees and printing costs, in connection with the preparation and filing of the
Fund's initial registration statements under the Securities Act of 1933 and the
Investment Company Act of 1940 (including all amendments thereto prior to the
effectiveness of the registration statements under the Securities Act of 1933);
(c) All costs and expenses, including legal fees and filing fees, in
connection with registering or qualifying the Funds shares for sale under the
securities laws of such states as the Fund shall designate prior to the
effectiveness or approval of such registration or qualifications in each such
state;
(d) Reasonable compensation, fees and related expenses of the officers and
Trustees of the Fund, except for such Trustees who are not interested persons
(as that term is defined in Section 2(a)(19) of the Investment Company Act of
1940, as amended) of Idex Management; and
(e) Rental of offices of the Fund.
2
<PAGE>
4. Obligations of Fund. The Fund shall have the following obligations under
this Agreement;
(a) to keep Idex Management continuously and fully informed as to the
composition of its investment portfolio and the nature of all of its assets and
liabilities from time to time;
(b) to furnish Idex Management with a certified copy of any financial
statement or report prepared for it by certified or independent public
accountants, and with copies of any financial statements or reports made to its
shareholders or to any governmental body or securities exchange;
(c) to furnish Idex Management with any further materials or information
which Idex Management may reasonably request to enable it to perform its
functions under this Agreement; and
(d) to compensate Idex Management for its services in accordance with the
provisions of Section 5 hereof.
5. Compensation. The Fund shall pay to Idex Management for its services a
monthly fee, payable on the last day of each month during which or part of which
this Agreement is in effect, of 1/12 of 1% of that part of the average daily
closing net asset value of the Fund for such month. For the month during which
this Agreement becomes effective and the month during which it terminates,
however, there shall be an appropriate proration of the fee payable for such
month based on the number of calendar days of such month during which this
Agreement is effective.
6. Expenses Paid by Fund. Subject to the provisions of Section 7, below,
and except as provided in this paragraph, nothing in this Agreement shall be
construed to impose upon Idex Management the obligation to incur, pay or
reimburse the Fund for any expenses not specifically assumed by Idex Management
under Sections 1, 2 and 3 above. The Fund shall pay all of its other expenses
including, but not limited to, investment adviser fees; any compensation, fees,
or reimbursements which the Fund pays to its Trustees who are not interested
persons (as that phrase is defined in Section 2(a)(19) of the Investment Act of
1940, as amended) of Idex Management; compensation of the Fund's custodian,
transfer agent, registrar and dividend disbursing agent; current legal,
accounting and printing expenses; administrative, clerical recordkeeping and
bookkeeping expenses; brokerage commissions and all other expenses in connection
with execution of portfolio transactions; interest; all federal, state and local
taxes (including stamp, excise, income and franchise taxes) and the preparation
and filing of all returns and reports in connection therewith; cost of share
certificates and the expenses of delivering such certificates to the purchasers
thereof; expenses of local representation in Massachusetts; expenses of
shareholders' meetings and of preparing, printing and distributing proxy
statements; expenses of preparation and distribution of notices and reports to
shareholders; expenses of preparing and filing reports with federal and state
regulatory authorities; all costs and expenses, including fees and disbursements
of counsel and auditors, filing and renewal fees and printing costs in
connection with the preparation and filing of any required amendments,
supplements or renewals of registration statement, qualifications or
prospectuses under the Securities Act of 1933 and the securities laws of any
states or territories subsequent to the effectiveness of the initial
registration statement under the Securities Act of 1933; and all costs involved
in preparing and printing prospectuses of the Fund. Nothing in this Section 6
shall prohibit the Fund from entering into other
3
<PAGE>
agreements or adopting plans which provide for the allocation of expenses of the
Fund to other entities, or the assumption of other expenses by the Fund.
7. Limitation on Expenses of the Fund. Whenever, for any fiscal year, the
total cost to the Fund for normal operating expenses chargeable to its income
account, including, but not limited to, the fees of the Fund's investment
adviser, the compensation of its custodian, transfer agent, registrar, auditors
and legal counsel, printing expenses, expenses incurred in complying with all
laws applicable to the sale of shares of the Fund and any compensation, fees, or
reimbursements which the fund pays to its Trustees who are not interested
persons (as that phrase is defined in Section 2(a)(29) of the Investment Company
Act of 1940, as amended) of Idex Management, but excluding all interest and all
federal, state and local taxes (such as stamp, excise, income, franchise and
similar taxes), exceeds any expense limitation imposed by applicable state law,
Idex Management shall reimburse the Fund for the amount of said excess in the
manner and to the extent required by state law; provided, however, that Idex
Management shall reimburse the Fund for the amount of such expenses, exclusive
of expenses incurred pursuant to the Fund's Plan of Distribution under Rule
12-b-1 of the Investment Company Act of 1940, which exceed 1-1/2% of the Fund's
average daily net assets.
8. Treatment of Investment Advice. The Fund shall treat the investment
advice and recommendations of Idex Management as being advisory only, and shall
retain full control over its own investment policies. However, the Trustees of
the Fund may delegate to the appropriate officers of the Fund, or to a committee
of Trustees, the power to authorize purchases, sales or other actions affecting
the portfolio of the Fund in the interim between meetings of the Trustees,
provided such action is consistent with the established investment policy of the
Trustees and is reported to the Trustees at their next meeting.
9. Brokerage Commissions. For purposes of this Agreement, brokerage
commissions paid by the Fund upon the purchase or sale of its portfolio
securities shall be considered a cost of securities of the Fund and shall be
paid by the Fund. Idex Management is authorized and directed to place Fund
portfolio transactions, or to delegate to Janus Capital the authority and
direction to place the Fund portfolio transactions, only with brokers and
dealers who render satisfactory service in the execution of orders at the most
favorable prices and at reasonable commission rates; provided, however, that
Idex Management or Janus Capital, may pay a broker or dealer an amount of
commission for effecting a securities transaction in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if Idex Management or Janus Capital determines in good faith that
such amount of commission was reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer viewed in
terms of either that particular transaction or the overall responsibilities of
Idex Management or Janus Capital. Idex Management and Janus Capital are also
authorized to consider sales of Fund shares by a broker-dealer or the
recommendation of a broker-dealer to its customers that they purchase Fund
shares as a factor in selecting broker-dealers to execute the Fund portfolio
transactions, provided that in placing portfolio business with such
broker-dealers, Idex Management and Janus Capital shall seek the best execution
of each transaction and all such brokerage placement shall be consistent with
the Rules of Fair Practice of the National Association of Securities Dealers,
Inc. Notwithstanding the foregoing, the Fund shall retain the right to direct
the placement of all portfolio transactions, and the Trustees may establish
policies or guidelines to be followed by Idex Management and Janus Capital in
placing portfolio transactions
4
<PAGE>
for the Fund pursuant to the foregoing provisions. Idex Management shall report
on the placement of portfolio transactions each quarter to the Trustees of the
Fund.
10. Purchases by Affiliates. Neither Idex Management nor any officer or
Director thereof shall take a long or short position in the securities issued by
the Fund. This prohibition, however, shall not prevent the purchase from the
Fund of shares issued by the Fund, by the officers or Directors of Idex
Management (or by deferred benefit plans established for their benefit) at the
current price available to the public, or at such price with reductions in sales
charge as may be permitted by the Fund's current prospectus, in accordance with
Section 22(d) of the Investment Company Act of 1940.
11. Use of Name. If this Agreement is terminated and Idex Management no
longer serves as investment adviser to the Fund, Idex Management reserves the
right to withdraw from the Fund the use of the name "IDEX" or any name
misleadingly implying a continuing relationship between the Fund and Idex
Management or any of its affiliates.
12. Liability of Idex Management. Idex Management may rely on information
reasonably believed by it to be accurate and reliable. Except as may otherwise
be provided by the 1940 Act, neither Idex Management nor its officers,
directors, employees or agents shall be subject to any liability to the Fund or
any shareholder of the Fund for any error or judgment, mistake of law or any
loss arising out of any investment or other act or omission in the course of,
connected with or arising out of any service to be rendered hereunder, except by
reason of willful misfeasance, bad faith or gross negligence in its performance
of its duties or by reason of reckless disregard of its obligations and duties
under this Agreement.
13. Termination. This Agreement may be terminated at any time, without
penalty, by the Trustees of the Fund or by the shareholders of the Fund acting
by vote of at least a majority of its outstanding voting securities (as that
phrase is defined in Section 2(a)(42) of the Investment Company Act of 1940, as
amended), provided in either case that 60 days' written notice of termination be
given to Idex Management at its principal place of business. This Agreement may
be terminated by Idex Management at any time by giving 60 days' written notice
of termination to the Fund, addressed to its principal place of business.
14. Assignment. This Agreement shall terminate automatically in the event
of any assignment (as the term is defined in Section 2(a)(4) of the Investment
Company Act of 1940, as amended) of this Agreement.
15. Term. This Agreement shall continue in effect, unless sooner terminated
in accordance with its terms, for one year from the date hereof, and shall
continue in effect from year to year thereafter only so long as such continuance
is specifically approved at least annually by the vote of a majority of the
Trustees of the Fund who are not parties hereto or interested persons (as that
term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as
amended) of any such party, cast in person at a meeting called for the purpose
of voting on the approval of the terms of such renewal, and by either the
Trustees of the Fund or the affirmative vote of a majority of the outstanding
voting securities of the Fund (as that phrase is defined in Section 2(a)(42) of
the Investment Company Act of 1940, as amended).
5
<PAGE>
16. Amendments. This Agreement may be amended only with the approval by the
affirmative vote of a majority of the outstanding voting securities of the Fund
(as that phrase is defined in Section 2(a)(42) of the Investment Company Act of
1940, as amended) and the approval by the vote of a majority of Trustees of the
Fund who are not parties hereto or interested persons (as that phrase is defined
in Section 2(a)(19) of the Investment Company Act of 1940, as amended) of any
such party, cast in person at a meeting called for the purpose of voting on the
approval of such amendment.
17. Prior Agreements. This Agreement supersedes all prior agreements
between the parties relating to the subject matter hereof, and all such prior
agreements are deemed terminated upon the effectiveness of this agreement.
18. Limitation of Liability. A copy of the Fund's Declaration of Trust is
on file with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this Agreement is executed on behalf of the Trustees as
Trustees of the Fund and not individually, and that the obligations under this
Agreement are not binding upon any of the Trustees, officers, shareholders,
agents or employees of the Fund individually, but binding only upon the assets
and property of the Fund.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of April
22, 1991.
ATTEST: IDEX MANAGEMENT, INC.
/s/ William H. Geiger /s/ G. John Hurley
___________________________ By: ________________________
William H. Geiger, Secretary G. John Hurley
President and Chief
Executive Officer
ATTEST: IDEX II
/s/ Pamela C. Dils /s/ John R. Kenney
____________________________ By: _________________________
Pamela C. Dils, Secretary John R. Kenney
Chairman of the Board
6
<PAGE>
IDEX SERIES FUND
ON BEHALF OF IDEX VALUE EQUITY PORTFOLIO
MANAGEMENT AND INVESTMENT ADVISORY AGREEMENT
This Agreement, entered into as of October 30, is between IDEX SERIES FUND, a
Massachusetts business trust (referred to herein as the "Fund") and
INTERSECURITIES, INC., a Delaware corporation (referred to herein as
"InterSecurities"), to provide certain management and investment advisory
services to a certain series of shares of beneficial interest in the Trust,
namely, IDEX Series Fund Value Equity Portfolio (the "Portfolio").
The Fund is registered as an open-end investment company under the Investment
Company Act of 1940, as amended (the "1940 Act"), and consists of more than one
series of shares, including the Portfolio. In managing the Portfolio, as well as
in the conduct of certain of its affairs, the Fund wishes to have the benefit of
the investment advisory services of InterSecurities and its assistance in
performing certain management, administrative and promotional functions.
InterSecurities desires to furnish such services for the Portfolio and to
perform the functions assigned to it under this Agreement for the considerations
provided. Accordingly, the parties have agreed as follows:
1. Appointment. The Fund hereby appoints InterSecurities as the Portfolio's
investment adviser and administrator for the period and on the terms set forth
in this Agreement. InterSecurities accepts such appointment and agrees to render
or cause to be rendered the services set forth for the compensation herein
specified. In all matters relating to the performance of this Agreement,
InterSecurities will act in conformity with the Fund's Declaration of Trust,
Bylaws and registration statement applicable to the Portfolio and with the
instructions and direction of the Board of Trustees of the Fund, and will
conform to and comply with the 1940 Act and all other applicable federal or
state laws and regulations.
2. Investment Advisory Services. In its capacity as investment adviser to
the Portfolio, InterSecurities shall have the following responsibilities:
(a) to furnish continuous advice and recommendations to the Fund as to the
acquisition, holding or disposition of any or all of the securities or other
assets which the Portfolio may own or contemplate acquiring from time to time,
consistent with the Fund's Declaration of Trust and the Portfolio's investment
objectives and policies adopted and declared by the Board of Trustees and stated
in the Portfolio's current Prospectus;
(b) to cause the officers of InterSecurities to attend meetings and furnish
oral or written reports, as the Fund may reasonably require, in order to keep
the Trustees and appropriate officers of the Fund fully informed as to the
conditions of the investment securities of the Portfolio, the investment
recommendations of InterSecurities, and the investment considerations which have
given rise to those recommendations; and
(c) to supervise the purchase and sale of securities as directed by the
appropriate officers of the Fund, including the selection of brokers and dealers
to execute such transactions, consistent with paragraph 10 hereof.
It is understood and agreed that InterSecurities intends to enter into an
Investment Counsel Agreement with NWQ Investment Company, Inc. ("NWQ"), a
Massachusetts corporation, under which NWQ would furnish investment information
and advice to assist InterSecurities in carrying out its responsibilities under
this Section 2. The compensation to be paid to NWQ for such services and the
other terms and conditions under which the services shall be rendered by NWQ
shall be set forth in the Investment Counsel Agreement; provided, however, that
such Agreement shall be approved by the Board of Trustees and by the holders of
the outstanding voting securities of the Portfolio in accordance with the
requirements of Section 15 of the 1940 Act, and shall otherwise be subject to,
and contain such provisions as shall be required by, the 1940 Act.
3. Management and Administrative Services. InterSecurities shall furnish
and perform all administrative services, including recordkeeping, shareholder
relations, regulatory reporting and compliance, supervising and coordinating the
services of the Portfolio's custodian and transfer agent and such other
functions of the Portfolio, (other than the investment advisory services
provided for in Section 2), as the parties may agree. InterSecurities shall also
assist in the preparation of reports to shareholders of the Portfolio and
prepare sales literature promoting sale of the Portfolio shares as requested by
the Fund.
-1-
<PAGE>
4. InterSecurities Expenses. In addition to the expenses which
InterSecurities may incur in the performance of its services pursuant to
Sections 2 and 3 above, InterSecurities shall incur and pay the following
expenses allocable to the Portfolio's operations:
(a) Reasonable compensation, fees and related expenses of officers of the
Fund and of those Trustees of the Fund who are interested persons (as that term
is defined in Section 2(a)(19) of the 1940 Act) of InterSecurities; and
(b) Rental of offices for the Portfolio.
5. Obligations of Fund. The Fund shall have the following obligations under
this Agreement:
(a) to keep InterSecurities continuously and fully informed as to the
composition of the investment securities of the Portfolio and the nature of all
of its assets and liabilities from time to time;
(b) to furnish InterSecurities with a certified copy of any financial
statement or report prepared for the Portfolio by certified or independent
public accountants, and with copies of any financial statements or reports made
to its shareholders or to any governmental body or securities exchange;
(c) to furnish InterSecurities with any further materials or information
which InterSecurities may reasonably request to enable it to perform its
functions under this Agreement; and
(d) to compensate InterSecurities for its services in accordance with the
provisions of Section 6 hereof.
6. Compensation. The Portfolio shall pay to InterSecurities for its
services an annual fee, computed daily and paid monthly, payable on the last day
of each month during which or part of which this Agreement is in effect, equal
to 1.00% of first $750 million of the Portfolio's average daily net assets,
0.90% of the next $250 million of the Portfolio's average daily net assets, and
0.85% of the average daily net assets of the Portfolio in excess of $1 billion.
For the month during which this Agreement becomes effective and the month during
which it terminates, however, there shall be an appropriate proration of the fee
payable for such month based on the number of calendar days of such month during
which this Agreement is effective.
7. Expenses Paid by Portfolio. Subject to the provisions of Section 8,
below, and except as provided in this paragraph, nothing in this Agreement shall
be construed to impose upon InterSecurities the obligation to incur, pay, or
reimburse the Portfolio for any expenses not specifically assumed by
InterSecurities under Sections 2, 3 and 4 above. The Fund shall pay all of its
other expenses (or pay such expenses of the Fund attributable to the Portfolio)
including, but not limited to, custodian and transfer agent fees; advisory fees;
brokerage commissions and all other expenses in connection with the execution of
portfolio transactions; administrative, clerical, recordkeeping, bookkeeping,
legal, auditing and accounting expenses; interest and taxes; expenses of
preparing tax returns; expenses of shareholders' meetings and of preparing,
printing and mailing proxy statements (unless otherwise agreed to by the Fund
and InterSecurities); expenses of preparing and typesetting periodic reports to
its shareholders (except for those reports the Portfolio permits to be used as
sales literature); its allocable share of the fees and expenses of the Fund's
non-interested Trustees; and the costs, including filing fees, of registering
and renewing or maintaining registration of the Portfolio's shares under federal
and state law. Nothing in this Section 7 shall prohibit the Fund from entering
into other agreements or adopting plans which provide for the allocation of
expenses of the Fund or the Portfolio to other entities, or the assumption of
other expenses by the Fund or the Portfolio.
8. Limitation on Expenses of Portfolio. Whenever, for any fiscal year, the
total cost to the Portfolio for normal operating expenses chargeable to its
income account, including, but not limited to, the fees of the Portfolio's
investment adviser, the compensation of its custodian, transfer agent,
registrar, auditors and legal counsel, printing expenses, expenses incurred in
complying with all laws applicable to the sale of shares of the Portfolio and
any compensation, fees, or reimbursements which the Portfolio pays to Trustees
of the Fund who are not interested persons (as that phrase is defined in Section
2(a)(29) of the 1940 Act) of InterSecurities, but excluding all interest and all
federal, state and local taxes (such as stamp, excise, income, franchise and
similar taxes), exceeds any expense limitation imposed by applicable state law,
InterSecurities shall reimburse the Portfolio for the amount of said excess in
the manner and to the extent required by state law; provided, however, that
InterSecurities shall reimburse the Portfolio for the amount of such expenses,
exclusive of expenses incurred pursuant to the Fund's Plan of Distribution under
Rule 12b-1 of the 1940 Act, which exceed 2.50% of the Fund's average daily net
assets for the first full fiscal year of the Portfolio, and 1.50% thereafter.
-2-
<PAGE>
9. Treatment of Investment Advice. With respect to the Portfolio, the Fund
shall treat the investment advice and recommendations of InterSecurities as
being advisory only, and shall retain full control over its own investment
policies. However, the Trustees of the Fund may delegate to the appropriate
officers of the Fund, or to a committee of Trustees, the power to authorize
purchases, sales or other actions affecting the securities of the Portfolio in
the interim between meetings of the Trustees, provided such action is consistent
with the established investment policy of the Fund and is reported to the
Trustees at their next meeting.
10. Brokerage Commissions. For purposes of this Agreement, brokerage
commissions paid by the Portfolio upon the purchase or sale of its portfolio
securities shall be considered a cost of securities of the Portfolio and shall
be paid by the Portfolio. InterSecurities is authorized and directed to place
the Portfolio's securities transactions, or to delegate to NWQ the authority and
direction to place the Portfolio's securities transactions, only with brokers
and dealers who render satisfactory service in the execution of orders at the
most favorable prices and at reasonable commission rates; provided, however,
that InterSecurities or NWQ may pay a broker or dealer an amount of commission
for effecting a securities transaction in excess of the amount of commission
another broker or dealer would have charged for effecting that transaction if
InterSecurities or NWQ determines in good faith that such amount of commission
was reasonable in relation to the value of the brokerage and research services
provided by such broker or dealer viewed in terms of either that particular
transaction or the overall responsibilities of InterSecurities or NWQ
InterSecurities and NWQ are also authorized to consider sales of Portfolio
shares by a broker-dealer or the recommendation of a broker-dealer to its
customers that they purchase Portfolio shares as a factor in selecting
broker-dealers to execute the Portfolio's securities transactions, provided that
in placing portfolio business with such broker-dealers, InterSecurities and NWQ
shall seek the best execution of each transaction and all such brokerage
placement shall be consistent with the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. Notwithstanding the foregoing, the Fund
shall retain the right to direct the placement of all securities transactions of
the Portfolio, and the Trustees may establish policies or guidelines to be
followed by InterSecurities and NWQ in placing securities transactions for the
Portfolio pursuant to the foregoing provisions. InterSecurities shall report on
the placement of portfolio transactions each quarter to the Trustees of the
Fund.
11. Liability of InterSecurities. InterSecurities may rely on information
reasonable believed by it to be accurate and reliable. Except as may otherwise
be provided by the 1940 Act, neither InterSecurities nor its officers,
directors, employees or agents shall be subject to any liability to the Fund or
the Portfolio or any shareholder of the Portfolio for any error or judgment,
mistake of law or any loss arising out of any investment or other act or
omission in the course of, connected with or arising out of any service to be
rendered hereunder, except by reason of willful misfeasance, bad faith or gross
negligence in its performance of its duties or by reason of reckless disregard
of its obligations and duties under this Agreement.
12. Termination. This Agreement may be terminated at any time, without
penalty, by the Trustees of the Fund or by the shareholders of the Portfolio
acting by vote of at least a majority of its outstanding voting securities (as
that phrase is defined in Section 2(a)(42) of the 1940 Act), provided in either
case that 60 days' written notice of termination be given to InterSecurities at
its principal place of business. This Agreement may be terminated by
InterSecurities at any time by giving 60 days' written notice of termination to
the Fund, addressed to its principal place of business.
13. Assignment. This Agreement shall terminate automatically in the event
of any assignment (as the term is defined in Section 2(a)(4) of the 1940 Act) of
this Agreement.
14. Term. This Agreement shall continue in effect, unless sooner terminated
in accordance with its terms, for an initial term ending April 22, 1998, and
shall continue in effect from year to year thereafter only so long as such
continuance is specifically approved at least annually by the vote of a majority
of the Trustees of the Fund who are not parties hereto or interested persons (as
that term is defined in Section 2(a)(19) of the 1940 Act) of any such party,
cast in person at a meeting called for the purpose of voting on the approval of
the terms of such renewal, and by either the Trustees of the Fund or the
affirmative vote of a majority of the outstanding voting securities of the
Portfolio (as that phrase is defined in Section 2(a)(42) of the 1940 Act).
15. Amendments. The terms of this Agreement may be amended only with the
approval by the affirmative vote of a majority of the outstanding voting
securities of the Portfolio (as that phrase is defined in Section 2(a)(42) of
the 1940 Act) and the approval by the vote of a majority of Trustees of the Fund
who are not parties hereto or interested persons (as that phrase is defined in
Section 2(a)(19) of the 1940 Act) of any such party, cast in person at a meeting
called for the purpose of voting on the approval of such amendment, unless
otherwise permitted in accordance with the 1940 Act.
-3-
<PAGE>
16. Prior Agreements. This Agreement supersedes all prior agreements
between the parties relating to the subject matter hereof, and all such prior
agreements are deemed terminated upon the effectiveness of this agreement.
17. Limitation of Liability. A copy of the Fund's Declaration of Trust is
on file with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this Agreement is executed on behalf of the Trustees as
Trustees of the Fund and not individually, and that the obligations under this
Agreement are not binding upon any of the Trustees, officers, shareholders,
agents or employees of the Fund individually, but binding only upon the assets
and property of the Portfolio.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
October 30, 1996.
ATTEST: INTERSECURITIES, INC.
/s/ William H. Geiger /s/ G. John Hurley
__________________________ By: __________________________
William H. Geiger, Secretary G. John Hurley
President and Chief Executive Officer
ATTEST: IDEX SERIES FUND
/s/ Becky A. Ferrell /s/ G. John Hurley
__________________________ By: __________________________
Becky A. Ferrell, Secretary G. John Hurley
President and Chief Executive Officer
-4-
<PAGE>
IDEX II SERIES FUND
ON BEHALF OF IDEX II EQUITY-INCOME PORTFOLIO
MANAGEMENT AND INVESTMENT ADVISORY AGREEMENT
This Agreement, entered into as of September 30, 1994, is between IDEX II
SERIES FUND, a Massachusetts business trust (referred to herein as the "Fund")
and INTERSECURITIES, INC., a Delaware corporation (referred to herein as
"InterSecurities"), to provide certain management and investment advisory
services to a certain series of shares of beneficial interest in the Trust,
namely, IDEX II Series Fund Equity-Income Portfolio (the "Portfolio").
The Fund is registered as an open-end investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"), and consists of
more than one series of shares, including the Portfolio. In managing the
Portfolio, as well as in the conduct of certain of its affairs, the Fund wishes
to have the benefit of the investment advisory services of InterSecurities and
its assistance in performing certain management, administrative and promotional
functions. InterSecurities desires to furnish such services for the Portfolio
and to perform the functions assigned to it under this Agreement for the
considerations provided. Accordingly, the parties have agreed as follows:
1. Appointment. The Fund hereby appoints InterSecurities as the Portfolio's
investment adviser and administrator for the period and on the terms set forth
in this Agreement. InterSecurities accepts such appointment and agrees to render
or cause to be rendered the services set forth for the compensation herein
specified. In all matters relating to the performance of this Agreement,
InterSecurities will act in conformity with the Fund's Declaration of Trust,
Bylaws and registration statement applicable to the Portfolio and with the
instructions and direction of the Board of Trustees of the Fund, and will
conform to and comply with the 1940 Act and all other applicable federal or
state laws and regulations.
2. Investment Advisory Services. In its capacity as investment adviser to
the Portfolio, InterSecurities shall have the following responsibilities:
(a) to furnish continuous advice and recommendations to the Fund as to the
acquisition, holding or disposition of any or all of the securities or other
assets which the Portfolio may own or contemplate acquiring from time to time,
consistent with the Fund's Declaration of Trust and the Portfolio's investment
objectives and policies adopted and declared by the Board of Trustees and stated
in the Portfolio's current Prospectus;
(b) to cause the officers of InterSecurities to attend meetings and furnish
oral or written reports, as the Fund may reasonably require, in order to keep
the Trustees and appropriate officers of the Fund fully informed as to the
conditions of the investment securities of the Portfolio, the investment
recommendations of InterSecurities, and the investment considerations which have
given rise to those recommendations; and
(c) to supervise the purchase and sale of securities as directed by the
appropriate officers of the Fund, including the selection of brokers and dealers
to execute such transactions, consistent with paragraph 10 hereof.
It is understood and agreed that InterSecurities intends to enter into an
Investment Counsel Agreement with Luther King Captial Management Corporation
("Luther King"), a Delaware corporation, under which Luther King would furnish
investment information and advice to assist InterSecurities in carrying out its
responsibilities under this Section 2. The compensation to be paid to Luther
King for such services and the other terms and conditions under which the
services shall be rendered by Luther King shall be set forth in the Investment
Counsel Agreement; provided, however, that such Agreement shall be approved by
the Board of Trustees and by the holders of the outstanding voting securities of
the Portfolio in accordance with the requirements of Section 15 of the 1940 Act,
and shall otherwise be subject to, and contain such provisions as shall be
required by, the 1940 Act.
3. Management and Administrative Services. InterSecurities shall furnish
and perform all administrative services, including recordkeeping, shareholder
relations, regulatory reporting and compliance, supervising and coordinating the
services of the Portfolio's custodian and transfer agent and such other
functions of the Portfolio, (other than the investment advisory services
provided for in Section 2), as the parties may agree. InterSecurities shall also
assist in the preparation of reports to shareholders of the Portfolio and
prepare sales literature promoting sale of the Portfolio shares as requested by
the Fund.
- 1 -
<PAGE>
4. InterSecurities Expenses. In addition to the expenses which
InterSecurities may incur in the performance of its services pursuant to
Sections 2 and 3 above, InterSecurities shall incur and pay the following
expenses allocable to the Portfolio's operations:
(a) Reasonable compensation, fees and related expenses of officers of the
Fund and of those Trustees of the Fund who are interested persons (as that term
is defined in Section 2(a)(19) of the 1940 Act) of InterSecurities; and
(e) Rental of offices for the Portfolio.
5. Obligations of Fund. The Fund shall have the following obligations under
this Agreement:
(a) to keep InterSecurities continuously and fully informed as to the
composition of the investment securities of the Portfolio and the nature of all
of its assets and liabilities from time to time;
(b) to furnish InterSecurities with a certified copy of any financial
statement or report prepared for the Portfolio by certified or independent
public accountants, and with copies of any financial statements or reports made
to its shareholders or to any governmental body or securities exchange;
(c) to furnish InterSecurities with any further materials or information
which InterSecurities may reasonably request to enable it to perform its
functions under this Agreement; and
(d) to compensate InterSecurities for its services in accordance with the
provisions of Section 6 hereof.
6. Compensation. The Portfolio shall pay to InterSecurities for its
services a fee, computed daily and paid monthly, payable on the last day of each
month during which or part of which this Agreement is in effect, equal to 1.00%
of first $750 million of the Portfolio's average daily net assets, 0.9% of the
next $250 million of the Portfolio's average daily net assets, and 0.85% of the
average daily net assets of the Portfolio in excess of $1 billion For the month
during which this Agreement becomes effective and the month during which it
terminates, however, there shall be an appropriate proration of the fee payable
for such month based on the number of calendar days of such month during which
this Agreement is effective.
7. Expenses Paid by Portfolio. Subject to the provisions of Section 8,
below, and except as provided in this paragraph, nothing in this Agreement shall
be construed to impose upon InterSecurities the obligation to incur, pay, or
reimburse the Portfolio for any expenses not specifically assumed by
InterSecurities under Sections 2, 3 and 4 above. The Fund shall pay all of its
other expenses (or pay such expenses of the Fund attributable to the Portfolio)
including, but not limited to, custodian and transfer agent fees; advisory fees;
brokerage commissions and all other expenses in connection with the execution of
portfolio transactions; administrative, clerical, recordkeeping, bookkeeping,
legal, auditing and accounting expenses; interest and taxes; expenses of
preparing tax returns; expenses of shareholders' meetings and of preparing,
printing and mailing proxy statements (unless otherwise agreed to by the Fund
and InterSecurities); expenses of preparing and typesetting periodic reports to
its shareholders (except for those reports the Portfolio permits to be used as
sales literature); its allocable share of the fees and expenses of the Fund's
non-interested Trustees; and the costs, including filing fees, of registering
and renewing or maintaining registration of the Portfolio's shares under federal
and state law. Nothing in this Section 7 shall prohibit the Fund from entering
into other agreements or adopting plans which provide for the allocation of
expenses of the Fund or the Portfolio to other entities, or the assumption of
other expenses by the Fund or the Portfolio.
8. Limitation on Expenses of Portfolio. Whenever, for any fiscal year, the
total cost to the Portfolio for normal operating expenses chargeable to its
income account, including, but not limited to, the fees of the Portfolio's
investment adviser, the compensation of its custodian, transfer agent,
registrar, auditors and legal counsel, printing expenses, expenses incurred in
complying with all laws applicable to the sale of shares of the Portfolio and
any compensation, fees, or reimbursements which the Portfolio pays to Trustees
of the Fund who are not interested persons (as that phrase is defined in Section
2(a)(29) of the 1940 Act) of InterSecurities, but excluding all interest and all
federal, state and local taxes (such as stamp, excise, income, franchise and
similar taxes), exceeds any expense limitation imposed by applicable state law,
InterSecurities shall reimburse the Portfolio for the amount of said excess in
the manner and to the extent required by state law.; provided, however, that
InterSecurities shall reimburse the Portfolio for the amount of such expenses,
exclusive of expenses incurred pursuant to the Fund's Plan of Distribution under
Rule 12b-1 of the 1940 Act, which exceed 2-1/2% of the Fund's average daily net
assets for the first fiscal year, and 1-1/2% thereafter.
- 2 -
<PAGE>
9. Treatment of Investment Advice. With respect to the Portfolio, the Fund
shall treat the investment advice and recommendations of InterSecurities as
being advisory only, and shall retain full control over its own investment
policies. However, the Trustees of the Fund may delegate to the appropriate
officers of the Fund, or to a committee of Trustees, the power to authorize
purchases, sales or other actions affecting the securities of the Portfolio in
the interim between meetings of the Trustees, provided such action is consistent
with the established investment policy of the Fund and is reported to the
Trustees at their next meeting.
10. Brokerage Commissions. For purposes of this Agreement, brokerage
commissions paid by the Portfolio upon the purchase or sale of its portfolio
securities shall be considered a cost of securities of the Portfolio and shall
be paid by the Portfolio. InterSecurities is authorized and directed to place
the Portfolio's securities transactions, or to delegate to Luther King the
authority and direction to place the Portfolio's securities transactions, only
with brokers and dealers who render satisfactory service in the execution of
orders at the most favorable prices and at reasonable commission rates;
provided, however, that InterSecurities or Luther King, may pay a broker or
dealer an amount of commission for effecting a securities transaction in excess
of the amount of commission another broker or dealer would have charged for
effecting that transaction if InterSecurities or Luther King determines in good
faith that such amount of commission was reasonable in relation to the value of
the brokerage and research services provided by such broker or dealer viewed in
terms of either that particular transaction or the overall responsibilities of
InterSecurities or Luther King. InterSecurities and Luther King are also
authorized to consider sales of Portfolio shares by a broker-dealer or the
recommendation of a broker-dealer to its customers that they purchase Portfolio
shares as a factor in selecting broker-dealers to execute the Portfolio's
securities transactions, provided that in placing portfolio business with such
broker-dealers, InterSecurities and Luther King shall seek the best execution of
each transaction and all such brokerage placement shall be consistent with the
Rules of Fair Practice of the National Association of Securities Dealers, Inc.
Notwithstanding the foregoing, the Fund shall retain the right to direct the
placement of all securities transactions of the Portfolio, and the Trustees may
establish policies or guidelines to be followed by InterSecurities and Luther
King in placing securities transactions for the Portfolio pursuant to the
foregoing provisions. InterSecurities shall report on the placement of portfolio
transactions each quarter to the Trustees of the Fund.
11. Liability of InterSecurities. InterSecurities may rely on information
reasonable believed by it to be accurate and reliable. Except as may otherwise
be provided by the 1940 Act, neither InterSecurities nor its officers,
directors, employees or agents shall be subject to any liability to the Fund or
the Portfolio or any shareholder of the Portfolio for any error or judgment,
mistake of law or any loss arising out of any investment or other act or
omission in the course of, connected with or arising out of any service to be
rendered hereunder, except by reason of willful misfeasance, bad faith or gross
negligence in its performance of its duties or by reason of reckless disregard
of its obligations and duties under this Agreement.
12. Termination. This Agreement may be terminated at any time, without
penalty, by the Trustees of the Fund or by the shareholders of the Portfolio
acting by vote of at least a majority of its outstanding voting securities (as
that phrase is defined in Section 2(a)(42) of the 1940 Act), provided in either
case that 60 days' written notice of termination be given to InterSecurities at
its principal place of business. This Agreement may be terminated by
InterSecurities at any time by giving 60 days' written notice of termination to
the Fund, addressed to its principal place of business.
13. Assignment. This Agreement shall terminate automatically in the event
of any assignment (as the term is defined in Section 2(a)(4) of the 1940 Act) of
this Agreement.
14. Term. This Agreement shall continue in effect, unless sooner terminated
in accordance with its terms, for an initial term ending April 22, 1995, and
shall continue in effect from year to year thereafter only so long as such
continuance is specifically approved at least annually by the vote of a majority
of the Trustees of the Fund who are not parties hereto or interested persons (as
that term is defined in Section 2(a)(19) of the 1940 Act) of any such party,
cast in person at a meeting called for the purpose of voting on the approval of
the terms of such renewal, and by either the Trustees of the Fund or the
affirmative vote of a majority of the outstanding voting securities of the
Portfolio (as that phrase is defined in Section 2(a)(42) of the 1940 Act).
15. Amendments. The terms of this Agreement may be amended only with the
approval by the affirmative vote of a majority of the outstanding voting
securities of the Portfolio (as that phrase is defined in Section 2(a)(42) of
the 1940 Act) and the approval by the vote of a majority of Trustees of the Fund
who are not parties hereto or interested persons (as that phrase is defined in
Section 2(a)(19) of the 1940 Act) of any such party, cast in person at a meeting
called for the purpose of voting on the approval of such amendment, unless
otherwise permitted in accordance with the 1940 Act.
- 3 -
<PAGE>
16. Prior Agreements. This Agreement supersedes all prior agreements
between the parties relating to the subject matter hereof, and all such prior
agreements are deemed terminated upon the effectiveness of this agreement.
17. Limitation of Liability. A copy of the Fund's Declaration of Trust is
on file with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this Agreement is executed on behalf of the Trustees as
Trustees of the Fund and not individually, and that the obligations under this
Agreement are not binding upon any of the Trustees, officers, shareholders,
agents or employees of the Fund individually, but binding only upon the assets
and property of the Portfolio.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
September 30, 1994.
ATTEST: INTERSECURITIES, INC.
/s/ William H. Geiger /s/ G. John Hurley
__________________________ By: __________________________
William H. Geiger, Secretary G. John Hurley, President
ATTEST: IDEX II SERIES FUND
/s/ Becky A. Ferrell /s/ G. John Hurley
__________________________ By: __________________________
Becky A. Ferrell, Secretary G. John Hurley, President
- 4 -
<PAGE>
IDEX II SERIES FUND
ON BEHALF OF IDEX II BALANCED PORTFOLIO
MANAGEMENT AND INVESTMENT ADVISORY AGREEMENT
This Agreement, entered into as of September 30, 1994, is between IDEX II
SERIES FUND, a Massachusetts business trust (referred to herein as the "Fund"),
and IDEX MANAGEMENT, INC., a Delaware corporation (referred to herein as "Idex
Management") to provide certain management and investment advisory services to a
certain series of shares of beneficial interest in the Trust, namely, IDEX II
Series Fund Balanced Portfolio (the "Portfolio").
The Fund is registered as an open-end investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"), and consists of
more than one series of shares, including the Portfolio. In managing the
Portfolio, as well as in the conduct of certain of its affairs, the Fund wishes
to have the benefit of the investment advisory services of Idex Management and
its assistance in performing certain management, administrative and promotional
functions. Idex Management desires to furnish such services and to perform the
functions assigned to it under this Agreement for the considerations provided.
Accordingly, the parties have agreed as follows:
1. Appointment. The Fund hereby appoints Idex Management as the Portfolio's
investment adviser and administrator for the period and on the terms set forth
in this Agreement. Idex Management accepts such appointment and agrees to render
or cause to be rendered the services set forth for the compensation herein
specified. In all matters relating to the performance of this Agreement, Idex
Management will act in conformity with the Fund's Declaration of Trust, Bylaws
and registration statement applicable to the Portfolio and with the instructions
and direction of the Board of Trustees of the Fund, and will conform to and
comply with the 1940 Act and all other applicable federal or state laws and
regulations.
2. Investment Advisory Services. In its capacity as investment adviser to
the Portfolio, Idex Management shall have the following responsibilities:
(a) to furnish continuous advice and recommendations to the Fund as to the
acquisition, holding or disposition of any or all of the securities or other
assets which the Portfolio may own or contemplate acquiring from time to time,
consistent with the Fund's Declaration of Trust and the Portfolio's investment
objectives and policies adopted and declared by the Board of Trustees and stated
in the Portfolio's current Prospectus;
(b) to cause the officers of Idex Management to attend meetings and furnish
oral or written reports, as the Fund may reasonably require, in order to keep
the Trustees and appropriate officers of the Fund fully informed as to the
conditions of the investment portfolio of the Portfolio, the investment
recommendations of Idex Management, and the investment considerations which have
given rise to those recommendations; and
(c) to supervise the purchase and sale of securities as directed by the
appropriate officers of the Fund, including the selection of brokers and dealers
to execute such transactions, consistent with paragraph 8 hereof.
It is understood and agreed that Idex Management intends to enter into an
Investment Counsel Agreement with Janus Capital Corporation ("Janus Capital"), a
Colorado corporation, under which Janus Capital will furnish investment
information and advice to assist Idex Management in carrying out its
responsibilities under this Section 2. The compensation to be paid to Janus
Capital for such services and the other terms and conditions under which the
services shall be rendered by Janus Capital shall be set forth in the Investment
Counsel Agreement; provided, however, that such Agreement shall be approved by
the Board of Trustees and, as may be required, by the holders of the outstanding
voting securities of the Portfolio in accordance with the requirements of
Section 15 of the 1940 Act, and shall otherwise be subject to, and contain such
provisions as shall be required by, the 1940 Act.
3. Management and Administrative Services. Idex Management shall furnish or
make available to the Portfolio the services of executive and management
personnel to supervise the performance of all administrative, recordkeeping,
shareholder relations, regulatory reporting and compliance, and all other
functions of the Portfolio (other than the investment advisory services provided
for in Section 2), including supervising and coordinating the services of the
Portfolio's custodian and transfer agent. Idex Management shall also assist in
the preparation of reports to shareholders of the Portfolio and prepare sales
literature promoting sale of the Portfolio shares as requested by the Fund.
<PAGE>
It is understood and agreed that Idex Management intends to enter into an
Administrative Services Agreement with InterSecurities, Inc.) (the
"Distributor"), a Delaware corporation, under which the Distributor will furnish
management and administrative personnel and services to assist Idex Management
in carrying out its responsibilities under this Section 3. The compensation to
be paid to the Distributor for such services and the other terms and conditions
under which the services shall be rendered by the Distributor shall be set forth
in the Administrative Services Agreement.
4. Allocation of Expenses. During the term of this Agreement, the Portfolio
will bear all expenses not expressly assumed by Idex Management incurred in the
operation of the Portfolio and the offering of its shares. Without limiting the
generality of the foregoing:
(a) The Portfolio shall pay (i) fees payable to Idex Management pursuant to
this Agreement; (ii) the cost (including brokerage commissions, if any) incurred
in connection with purchases and sales of the Portfolio's securities; (iii)
expenses of organizing the Portfolio; (iv) filing fees and expenses relating to
registering and qualifying and maintaining the registration and qualification of
Portfolio shares for sale under federal and state securities laws; (v) its
allocable share of the compensation, fees and reimbursements paid to the Trust's
non-interested Trustees; (vi) custodian and transfer agent fees; (vii) legal and
accounting expenses allocable to the Portfolio, including costs of local
representation in Massachusetts and fees of special counsel, if any, for the
independent Trustees; (viii) all federal, state and local tax (including stamp,
excise, income and franchise taxes and the preparation and filing of all returns
and reports in connection therewith; (ix) cost of certificates and delivery to
purchasers; (x) expenses of shareholders' meetings and of preparing, printing
and distributing proxy statements (unless otherwise agreed to by the Trust and
Idex Management); (xi) expenses of preparing and filing reports with federal and
state regulatory authorities; (xii) costs of any liability, uncollectible items
of deposit and other insurance or fidelity bonds; (xiii) any costs, expenses or
losses arising out of any liability of or claim for damage or other relief
asserted against the Trust for violation of any law; (xiv) expenses of
preparing, typesetting and printing prospectuses and supplements thereto for
existing shareholders and of reports and statements to shareholders; (xv) fees
and expenses in connection with membership in investment company organizations;
and (xvi) any extraordinary expenses incurred by the Trust on behalf of the
Portfolio.
(b) Idex Management shall pay (i) all expenses incurred by it in the
performance of its duties under this Agreement; and (ii) compensation, fees and
expenses of officers and Trustees of the Trust, except for such Trustees who are
not interested persons (as defined in the 1940 Act) of Idex Management;
(c) Idex Management will advance for the account of the Portfolio all
expenses of the Portfolio's initial organization and registration with federal
and state regulatory authorities, including related legal and auditing fees and
typesetting of the prospectus, all of which expenses will be amortized in equal
daily amounts and repaid by the Portfolio without interest in equal annual
installments over five years commencing on the effective date of the Trust's
registration statement applicable to the Portfolio;
(d) If, for any fiscal year, the total expenses of the Portfolio, including
but not limited to: the fees to Idex Management, compensation to its custodian,
transfer agent, registrar, auditors and legal counsel, printing expense, and
fees, compensation and expenses to Trustees who are not interested persons,
exceed any expense limitation imposed by applicable state law, Idex Management
shall reimburse the Portfolio for such excess in the manner and to the extent
required by applicable state law; provided, however, that Idex Management shall
reimburse the Portfolio for the amount of such expenses which exceed 2-1/2% of
the Portfolio's average daily net assets for the first fiscal year, and 1-1/2%
thereafter. For purposes of this sub-paragraph, "total expenses" shall not
include interest, taxes, litigation expenses, brokerage commissions or other
costs incurred in acquiring or disposing of any of the Portfolio's portfolio
securities, expenses incurred pursuant to the Portfolio's Plan of Distribution
under Rule 12b-1 of the Investment Company Act of 1940, or any costs arising
other than in the ordinary and necessary course of the Portfolio's business.
5. Obligations of Fund. The Fund shall have the following obligations under
this Agreement:
(a) to keep Idex Management continuously and fully informed as to the
composition of its investment portfolio of the Portfolio and the nature of all
of its assets and liabilities from time to time;
2
<PAGE>
(b) to furnish Idex Management with a certified copy of any financial
statement or report prepared for the Portfolio by certified or independent
public accountants, and with copies of any financial statements or reports made
to its shareholders or to any governmental body or securities exchange;
(c) to furnish Idex Management with any further materials or information
which Idex Management may reasonably request to enable it to perform its
functions under this Agreement; and
(d) to compensate Idex Management for its services in accordance with the
provisions of Section 6 hereof.
6. Compensation. The Portfolio shall pay to Idex Management for its
services a fee, computed daily and paid monthly, payable on the last day of each
month during which or part of which this Agreement is in effect, equal to 1.00%
of the first $750 million of the Portfolio's average daily net assets, 0.9% of
the next $250 million of the Portfolio's average daily net assets, and 0.85% of
the average daily net assets of the Portfolio in excess of $1 billion. For the
month during which this Agreement becomes effective and the month during which
it terminates, however, there shall be an appropriate proration of the fee
payable for such month based on the number of calendar days of such month during
which this Agreement is effective.
7. Treatment of Investment Advice. With respect to the Portfolio, the Fund
shall treat the investment advice and recommendations of Idex Management as
being advisory only, and shall retain full control over its own investment
policies. However, the Trustees of the Fund may delegate to the appropriate
officers of the Fund, or to a committee of Trustees, the power to authorize
purchases, sales or other actions affecting the Portfolio in the interim between
meetings of the Trustees, provided such action is consistent with the
established investment policy of the Trustees and is reported to the Trustees at
their next meeting.
8. Brokerage Commissions. For purposes of this Agreement, brokerage
commissions paid by the Portfolio upon the purchase or sale of its portfolio
securities shall be considered a cost of securities of the Portfolio and shall
be paid by the Portfolio. Idex Management is authorized and directed to place
the Portfolio's securities transactions, or to delegate to Janus Capital the
authority and direction to place the Portfolio's securities transactions, only
with brokers and dealers who render satisfactory service in the execution of
orders at the most favorable prices and at reasonable commission rates;
provided, however, that Idex Management or Janus Capital, may pay a broker or
dealer an amount of commission for effecting a securities transaction in excess
of the amount of commission another broker or dealer would have charged for
effecting that transaction if Idex Management or Janus Capital determines in
good faith that such amount of commission was reasonable in relation to the
value of the brokerage and research services, provided by such broker or dealer
viewed in terms of either that particular transaction or the overall
responsibilities of Idex Management or Janus Capital. Idex Management and Janus
Capital are also authorized to consider sales of Portfolio shares (which shall
be deemed to include also shares of other registered investment companies with
the same investment adviser) by a broker-dealer or the recommendation of a
broker-dealer to its customers that they purchase Portfolio shares as a factor
in selecting broker-dealers to execute the Portfolio's securities transactions,
provided that in placing portfolio business with such broker-dealers, Idex
Management and Janus Capital shall seek the best execution of each transaction
and all such brokerage placement shall be consistent with the Rules of Fair
Practice of the National Association of Securities Dealers, Inc. Notwithstanding
the foregoing, the Trust shall retain the right to direct the placement of all
securities transactions of the Portfolio, and the Trustees may establish
policies or guidelines to be followed by Idex Management and Janus Capital in
placing portfolio transactions for the Portfolio pursuant to the foregoing
provisions. Idex Management shall report on the placement of portfolio
transactions each quarter to the Trustees of the Trust.
9. Purchases by Affiliates. Neither Idex Management nor any officer or
Director thereof shall take a long or short position in the securities issued by
the Portfolio. This prohibition, however, shall not prevent the purchase from
the Portfolio of shares issued by the Fund on behalf of the Portfolio, by the
officers or Directors of Idex Management (or by deferred benefit plans
established for their benefit) at the current price available to the public, or
at such price with reductions in sales charge as may be permitted by the
Portfolio's current prospectus, in accordance with Section 22(d) of the 1940
Act.
10. Term. This Agreement shall continue in effect, unless sooner terminated
in accordance with its terms, for an initial term ending April 22, 1995, and
shall continue in effect from year to year thereafter provided such continuance
is specifically approved at least annually by the vote of a majority of the
Trustees of the Fund who are not parties hereto or interested persons (as that
term is defined in Section 2(a)(19) of the 1940 Act, as amended) of any such
party, cast in person at a meeting called for the purpose of voting on the
approval of the terms of such renewal, and by either the Trustees of the Fund or
the affirmative vote of a majority of the outstanding voting securities of the
Portfolio (as that phrase is defined in Section 2(a)(42) of the 1940 Act.
3
<PAGE>
11. Termination. This Agreement may be terminated at any time, without
penalty, by the Trustees of the Fund or by the shareholders of the Portfolio
acting by vote of at least a majority of its outstanding voting securities (as
that phrase is defined in Section 2(a)(42) of the 1940 Act), provided in either
case that 60 days' written notice of termination be given to Idex Management at
its principal place of business. This Agreement may be terminated by Idex
Management at any time by giving 60 days' written notice of termination to the
Fund, addressed to its principal place of business.
12. Use of Name. If this Agreement is terminated and Idex Management no
longer serves as investment adviser to the Portfolio, Idex Management reserves
the right to withdraw from the Fund the use of the name "IDEX" with respect to
the Portfolio or any name misleadingly implying a continuing relationship
between the Portfolio and Idex Management or any of its affiliates.
13. Liability of Idex Management. Idex Management may rely on information
reasonably believed by it to be accurate and reliable. Except as may otherwise
be provided by the 1940 Act, neither Idex Management nor its officers,
directors, employees or agents shall be subject to any liability to the Fund or
the Portfolio or any shareholder of the Portfolio for any error of judgment,
mistake of law or any loss arising out of any investment or other act or
omission in the course of, connected with or arising out of any service to be
rendered hereunder, except by reason of willful misfeasance, bad faith or gross
negligence in its performance of its duties or by reason of reckless disregard
of its obligations and duties under this Agreement.
14. Assignment. This Agreement shall terminate automatically in the event
of any assignment (as the term is defined in Section 2(a)(4) of the 1940 Act) of
this Agreement.
15. Amendments. This Agreement may be amended only with the approval by the
affirmative vote of a majority of the outstanding voting securities of the
Portfolio (as that phrase is defined in Section 2(a)(42) of the 1940 Act) and
the approval by the vote of a majority of Trustees of the Fund who are not
parties hereto or interested persons (as that phrase is defined in Section
2(a)(19) of the 1940 Act) of any such party, cast in person at a meeting called
for the purpose of voting on the approval of such amendment.
16. Prior Agreements. This Agreement supersedes all prior agreements
between the parties relating to the subject matter hereof, and all such prior
agreements are deemed terminated upon the effectiveness of this Agreement.
17. Limitation of Liability. A copy of the Fund's Declaration of Trust is
on file with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this Agreement is executed on behalf of the Trustees as
Trustees of the Fund and not individually, and that the obligations under this
Agreement are not binding upon any of the Trustees, officers, shareholders,
agents or employees of the Fund individually, but binding only upon the assets
and property of the Portfolio.
ATTEST: IDEX MANAGEMENT, INC.
/s/ William H. Geiger /s/ G. John Hurley
__________________________ By: __________________________
William H. Geiger, Secretary G. John Hurley
President and Chief Executive Officer
ATTEST: IDEX II SERIES FUND
/s/ Becky A. Ferrell /s/ John R. Kenney
__________________________ By: __________________________
Becky A. Ferrell, Secretary John R. Kenney
Chairman of the Board
4
<PAGE>
IDEX II SERIES FUND
MANAGEMENT AND INVESTMENT ADVISORY AGREEMENT
for the IDEX II Flexible Income Portfolio Series
This Management and Investment Advisory Agreement is entered into as of
August 5, 1993, by and between IDEX II Series Fund, a Massachusetts business
trust (referred to herein as the "Trust"), and Idex Management, Inc., a Delaware
corporation (referred to herein as "Idex Management"), to provide certain
management and investment advisory services to a certain series of shares of
beneficial interest in the Trust, namely, IDEX II Flexible Income Portfolio (the
"Portfolio").
The Trust is an open-end investment company registered under the Investment
Company Act of 1940, as amended, (the "1940 Act") and consists of more than one
series of shares, including the Portfolio. In managing the Portfolio, as well as
in the conduct of certain of its affairs, the Trust wishes to have the benefit
of the investment advisory services of Idex Management and its assistance in
performing certain management, administrative, and promotional functions. Idex
Management desires to furnish such services for the Portfolio and to perform the
functions assigned to it under this Agreement for the considerations provided.
Accordingly, the parties have agreed as follows:
1. Appointment. The Trust hereby appoints Idex Management as the
Portfolio's investment adviser and administrator for the period and on the terms
set forth in this Agreement. Idex Management accepts such appointment and agrees
to render or cause to be rendered the services set forth for the compensation
herein specified. In all matters relating to the performance of this Agreement,
Idex Management will act in conformity with the Trust's Declaration of Trust,
Bylaws and registration statement applicable to the Portfolio and with the
instructions and direction of the Board of Trustees of the Trust, and will
conform to and comply with the 1940 Act and all other applicable federal or
state laws and regulations.
2. Investment Advisory Services. In its capacity as investment adviser to
the Portfolio, Idex Management shall have the following responsibilities with
respect to the Portfolio:
(a) to furnish continuous advice and recommendations to the Trust as to the
acquisition, holding or disposition of any or all of the securities or other
assets which the Portfolio may own or contemplate acquiring from time to time,
consistent with the Trust's Declaration of Trust and the Portfolio's investment
objectives and policies adopted and declared by the Board of Trustees and stated
in the Portfolio's current Prospectus;
(b) to cause the officers of Idex Management to attend meetings and furnish
oral or written reports, as the Trust may reasonably require, in order to keep
the Trustees and appropriate officers of the Trust fully informed as to the
conditions of the investment portfolio of the Portfolio, the investment
recommendations of Idex Management, and the investment considerations which have
given rise to those recommendations; and
1
<PAGE>
(c) to supervise the purchase and sale of securities, as directed by the
appropriate officers of the Trust, including the selection of brokers and
dealers to execute such transactions, consistent with paragraph 8 hereof.
It is understood and agreed that Idex Management intends to enter into an
Investment Counsel Agreement with Janus Capital Corporation ("Janus Capital"), a
Colorado corporation, under which Janus Capital will furnish investment
information and advice to assist Idex Management in carrying out its
responsibilities under this Section 2. The compensation to be paid to Janus
Capital for such services and the other terms and conditions under which the
services shall be rendered by Janus Capital shall be set forth in the Investment
Counsel Agreement; provided, however, that such Agreement shall be approved by
the Board of Trustees and, as may be required, by the holders of the outstanding
voting securities of the Portfolio in accordance with the requirements of
Section 15 of the 1940 Act, and shall otherwise be subject to, and contain such
provisions as shall be required by, the 1940 Act.
3. Management and Administrative Services. Idex Management shall furnish or
make available to the Portfolio the services of executive and management
personnel to supervise the performance of all administrative, recordkeeping,
shareholder relations, regulatory reporting and compliance, and all other
functions of the Portfolio (other than the investment advisory services provided
for in Section 2), including supervising and coordinating the services of the
Portfolio's custodian and transfer agent. Idex Management shall also assist in
the preparation of reports to shareholders of the Portfolio and prepare sales
literature promoting sale of the shares of the Portfolio as requested by the
Trust.
It is understood and agreed that Idex Management intends to enter into an
Administrative Services Agreement with InterSecurities, Inc. (the
"Distributor"), a Delaware corporation, under which the Distributor will furnish
management and administrative personnel and services to assist Idex Management
in carrying out its responsibilities under this Section 3. The compensation to
be paid to the Distributor for such services and the other terms and conditions
under which the services shall be rendered by the Distributor shall be set forth
in the Administrative Services Agreement.
4. Allocation of Expenses. During the term of this Agreement, the Portfolio
will bear all expenses not expressly assumed by Idex Management incurred in the
operation of the Portfolio and the offering of its shares. Without limiting the
generality of the foregoing:
(a) The Portfolio shall pay (i) fees payable to Idex Management pursuant to
this Agreement; (ii) the cost (including brokerage commissions, if any) incurred
in connection with purchases and sales of the Portfolio's securities; (iii)
expenses of organizing the Portfolio; (iv) filing fees and expenses relating to
registering and qualifying and maintaining the registration and qualification of
Portfolio shares for sale under federal and state securities laws; (v) its
allocable share of the compensation, fees and reimbursements paid to the Trust's
non- interested Trustees; (vi) custodian and transfer agent fees; (vii) legal
and accounting expenses allocable to the Portfolio, including costs of local
representation in Massachusetts and fees of special counsel, if any, for the
independent Trustees; (viii) all federal, state and local tax (including stamp,
excise, income and franchise taxes and the preparation and filing of all returns
and reports in connection therewith; (ix)
<PAGE>
cost of certificates and delivery to purchasers; (x) expenses of
shareholders' meetings and of preparing, printing and distributing proxy
statements (unless otherwise agreed to by the Trust and Idex Management); (xi)
expenses of preparing and filing reports with federal and state regulatory
authorities; (xii) costs of any liability, uncollectible items of deposit and
other insurance or fidelity bonds; (xiii) any costs, expenses or losses arising
out of any liability of or claim for damage or other relief asserted against the
Trust for violation of any law; (xiv) expenses of preparing, typesetting and
printing prospectuses and supplements thereto for existing shareholders and of
reports and statements to shareholders; (xv) fees and expenses in connection
with membership in investment company organizations; and (xvi) any extraordinary
expenses incurred by the Trust on behalf of the Portfolio.
(b) Idex Management shall pay (i) all expenses incurred by it in the
performance of its duties under this Agreement; and (ii) compensation, fees and
expenses of officers and Trustees of the Trust, except for such Trustees who are
not interested persons (as defined in the 1940 Act) of Idex Management;
(c) Idex Management will advance for the account of the Portfolio all
expenses of the Portfolio's initial organization and registration with federal
and state regulatory authorities, including related legal and auditing fees and
typesetting of the prospectus, all of which expenses will be amortized in equal
daily amounts and repaid by the Portfolio without interest in equal annual
installments over five years commencing on the effective date of the Trust's
registration statement applicable to the Portfolio;
(d) If, for any fiscal year, the total expenses of the Portfolio, including
but not limited to: the fees to Idex Management, compensation to its custodian,
transfer agent, registrar, auditors and legal counsel, printing expense, and
fees, compensation and expenses to Trustees who are not interested persons,
exceed any expense limitation imposed by applicable state law, Idex Management
shall reimburse the Portfolio for such excess in the manner and to the extent
required by applicable state law; provided, however, that Idex Management shall
reimburse the Portfolio for the amount of such expenses which exceed 1-1/2% of
the Portfolio's average daily net assets. For purposes of this sub-paragraph,
"total expenses" shall not include interest, taxes, litigation expenses,
brokerage commissions or other costs incurred in acquiring or disposing of any
of the Portfolio's portfolio securities, expenses incurred pursuant to the
Portfolio's Plan of Distribution under Rule 12b-1 of the Investment Company Act
of 1940, or any costs arising other than in the ordinary and necessary course of
the Portfolio's business.
5. Obligations of Trust. The Trust shall have the following obligations
under this Agreement;
(a) to keep Idex Management continuously and fully informed as to the
composition of the investment portfolio of the Portfolio and the nature of all
of its assets and liabilities from time to time;
(b) to furnish Idex Management with a certified copy of any financial
statement or report prepared for the Portfolio by certified or independent
public accountants, and
3
with copies of any financial statements or reports made to its shareholders or
to any governmental body or securities exchange;
(c) to furnish Idex Management with any further materials or information
which Idex Management may reasonably request to enable it to perform its
functions under this Agreement; and
(d) to compensate Idex Management for its services in accordance with the
provisions of Section 6 hereof.
6. Compensation. The Portfolio shall pay to Idex Management for its
services a fee, computed and paid monthly, payable on the last day of each month
during which or part of which this Agreement is in effect, equal to .9% of the
Portfolio's average daily total net assets up to $100 million of net assets, .8%
on the Portfolio's average daily net assets greater than $100 million but less
than $250 million, and .7% of the Portfolio's average daily net assets of $250
million or more. For the month during which this Agreement becomes effective and
the month during which it terminates, however, there shall be an appropriate
proration of the fee payable for such month based on the number of calendar days
of such month during which this Agreement is effective.
7. Treatment of Investment Advice. With respect to the Portfolio, the Trust
shall treat the investment advice and recommendations of Idex Management as
being advisory only and shall retain full control over its own investment
policies. However, the Trustees of the Trust may delegate to the appropriate
officers of the Trust, or to a committee of Trustees, the power to authorize
purchases, sales or other actions affecting the Portfolio in the interim between
meetings of the Trustees, provided such action is consistent with the
established investment policy of the Trustees and is reported to the Trustees at
their next meeting.
8. Brokerage Commissions. For purposes of this Agreement, brokerage
commissions paid by the Portfolio upon the purchase or sale of its portfolio
securities shall be considered a cost of securities of the Portfolio and shall
be paid by the Portfolio. Idex Management is authorized and directed to place
the Portfolio's securities transactions, or to delegate to Janus Capital the
authority and direction to place the Portfolio's securities transactions, only
with brokers and dealers who render satisfactory service in the execution of
orders at the most favorable prices and at reasonable commission rates;
provided, however, that Idex Management or Janus Capital, may pay a broker or
dealer an amount of commission for effecting a securities transaction in excess
of the amount of commission another broker or dealer would have charged for
effecting that transaction if Idex Management or Janus Capital determines in
good faith that such amount of commission was reasonable in relation to the
value of the brokerage and research services, provided by such broker or dealer
viewed in terms of either that particular transaction or the overall
responsibilities of Idex Management or Janus Capital. Idex Management and Janus
Capital are also authorized to consider sales of Portfolio shares (which shall
be deemed to include also shares of other registered investment companies with
the same investment adviser) by a broker-dealer or the recommendation of a
broker-dealer to its customers that they purchase Portfolio shares as a factor
in selecting broker-dealers to execute the Portfolio's securities transactions,
provided that in placing portfolio business with such broker-dealers, Idex
Management and Janus Capital shall seek the best
<PAGE>
execution of each transaction and all such brokerage placement shall be
consistent with the Rules of Fair Practice of the National Association of
Securities Dealers, Inc. Notwithstanding the foregoing, the Trust shall retain
the right to direct the placement of all securities transactions of the
Portfolio, and the Trustees may establish policies or guidelines to be followed
by Idex Management and Janus Capital in placing portfolio transactions for the
Portfolio pursuant to the foregoing provisions. Idex Management shall report on
the placement of portfolio transactions each quarter to the Trustees of the
Trust.
9. Purchases by Affiliates. Neither Idex Management nor any officer or
Director thereof shall take a long or short position in the securities issued by
the Portfolio. This prohibition, however, shall not prevent the purchase from
the Portfolio of shares issued by the Trust on behalf of the Portfolio, by the
officers or Directors of Idex Management (or by deferred benefit plans
established for their benefit) at the current price available to the public, or
at such price with reductions in sales charge as may be permitted by the
Portfolio's current prospectus, in accordance with Section 22(d) of the 1940
Act.
10. Term. This Agreement shall continue in effect, unless sooner terminated
in accordance with its terms, for an initial term ending April 22, 1994, and
shall continue in effect from year to year thereafter provided such continuance
is specifically approved at least annually by the vote of a majority of the
Trustees of the Trust who are not parties hereto or interested persons (as that
term is defined in Section 2(a)(19) of the 1940 Act, as amended) of any such
party, cast in person at a meeting called for the purpose of voting on the
approval of the terms of such renewal, and by either the Trustees of the Trust
or the affirmative vote of a majority of the outstanding voting securities of
the Portfolio (as that phrase is defined in Section 2(a)(42) of the 1940 Act, as
amended).
11. Termination. This Agreement may be terminated at any time, without
penalty, by the Trustees of the Trust or by the shareholders of the Portfolio
acting by vote of at least a majority of its outstanding voting securities (as
that phrase is defined in Section 2(a)(42) of the 1940 Act, as amended),
provided in either case that 60 days' written notice of termination be given to
Idex Management at its principal place of business. This Agreement may be
terminated by Idex Management at any time by giving 60 days' written notice of
termination to the Trust, addressed to its principal place of business.
12. Use of Name. If this Agreement is terminated and Idex Management no
longer serves as investment adviser to the Portfolio, Idex Management reserves
the right to withdraw from the Trust the use of the name "IDEX" with respect to
the Portfolio or any name misleadingly implying a continuing relationship
between the Portfolio and Idex Management or any of its affiliates.
13. Liability of Idex Management. Idex Management may rely on information
reasonably believed by it to be accurate and reliable. Except as may otherwise
be provided by the 1940 Act, neither Idex Management nor its officers,
directors, employees or agents shall be subject to any liability to the Trust or
the Portfolio or any shareholder of the Portfolio for any error of judgment,
mistake of law or any loss arising out of any investment or other act or
omission in the course of, connected with or arising out of any service to be
rendered hereunder, except by reason
<PAGE>
of willful misfeasance, bad faith or gross negligence in its performance of
its duties or by reason of reckless disregard of its obligations and duties
under this Agreement.
14. Assignment. This Agreement shall terminate automatically in the event
of any assignment (as the term is defined in Section 2(a)(4) of the 1940 Act, as
amended) of this Agreement.
15. Amendments. This Agreement may be amended only with the approval by the
affirmative vote of a majority of the outstanding voting securities of the
Portfolio (as that phrase is defined in Section 2(a)(42) of the 1940 Act, as
amended) and the approval by the vote of a majority of Trustees of the Trust who
are not parties hereto or interested persons (as that phrase is defined in
Section 2(a)(19) of the 1940 Act, as amended) of any such party, cast in person
at a meeting called for the purpose of voting on the approval of such amendment.
16. Prior Agreements. This Agreement supersedes all prior agreements
between the parties relating to the subject matter hereof, and all such prior
agreements are deemed terminated upon the effectiveness of this Agreement.
17. Limitation of Liability. A copy of the Trust's Declaration of Trust is
on file with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this Agreement is executed on behalf of the Trustees as
Trustees of the Trust and not individually, and that the obligations under this
Agreement are not binding upon any of the Trustees, officers, shareholders,
agents or employees of the Trust individually, but binding only upon the assets
and property of the Portfolio.
Attest: IDEX MANAGEMENT, INC.
/s/ William H. Geiger /s/ G John Hurley
__________________________ By: __________________________
William H. Geiger, Secretary G. John Hurley
President and Chief Executive Officer
Attest: IDEX II SERIES FUND
/s/ Pamela C. Dils /s/ John R. Kenney
__________________________ By: __________________________
Pamela C. Dils, Secretary John R. Kenney
Chairman of the Board
6
<PAGE>
IDEX II SERIES FUND
MANAGEMENT AND INVESTMENT ADVISORY AGREEMENT
FOR THE IDEX II HIGH YIELD PORTFOLIO SERIES
This Agreement is entered into as of April 22, 1992 by and between IDEX II
Series Fund, a Massachusetts business trust (referred to herein as the "Trust"),
and InterSecurities, Inc., a Delaware corporation (referred to herein as
"InterSecurities"), to provide certain management and investment advisory
services to a certain series of shares of beneficial interest in the Trust,
namely, IDEX II High Yield Portfolio (the "Portfolio").
The Trust is registered as an open-end investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"), and consists of
more than one series of shares, including the Portfolio. In managing the
Portfolio, as well as in the conduct of certain of its affairs, the Trust wishes
to have the benefit of the investment advisory services of InterSecurities and
its assistance in performing certain management, administrative and promotional
functions. InterSecurities desires to furnish such services for the Portfolio
and to perform the functions assigned to it under this Agreement for the
considerations provided. Accordingly, the parties have agreed as follows:
1. INVESTMENT ADVISORY SERVICES. In its capacity as investment adviser to
the Portfolio, InterSecurities shall have the following responsibilities:
(a) to furnish continuous advice and recommendations to the Trust as to the
acquisition, holding or disposition of any or all of the securities or other
assets which the Portfolio may own or contemplate acquiring from time to time;
(b) to cause the officers of InterSecurities to attend meetings and furnish
oral or written reports, as the Trust may reasonably require, in order to keep
the Trustees and appropriate officers of the Trust fully informed as to the
conditions of the investment portfolio of the Portfolio, the investment
recommendations of InterSecurities, and the investment considerations which have
given rise to those recommendations; and
(c) to supervise the purchase and sale of securities of the Portfolio as
directed by the appropriate officers of the Trust.
It is understood and agreed that InterSecurities may, and intends to, enter
into an Investment Counsel Agreement with a duly registered investment adviser
(the "Sub-Adviser") under which the Sub-Adviser would furnish investment
information and advice to assist InterSecurities in carrying out its
responsibilities under this Section 1. The compensation to be paid to the
Sub-Adviser for such services and the other terms and conditions under which the
services shall be rendered by the Sub-Adviser shall be set forth in the
Investment Counsel Agreement; provided, however, that such Agreement shall be
approved by the Board of Trustees and by the holders of the outstanding voting
securities of the Portfolio in accordance with the requirements of Section 15 of
the 1940 Act, and shall otherwise be subject to, and contain such provisions as
shall be required by, the 1940 Act.
1
<PAGE>
2. MANAGEMENT AND ADMINISTRATIVE SERVICES. InterSecurities shall furnish
and perform all administrative services, including recordkeeping, shareholder
relations, regulatory reporting and compliance, supervising and coordinating the
services of the Portfolio's custodian and transfer agent and such other
functions of the Portfolio, and of the Trust with respect to the Portfolio,
(other than the investment advisory services provided for in Section 1), as the
parties may agree. InterSecurities shall also assist in the preparation of
reports to shareholders of the Portfolio and prepare sales literature promoting
sale of the shares of the Portfolio as requested by the Trust.
3. INTERSECURITIES EXPENSES. In addition to the expenses which
InterSecurities may incur in the performance of its services pursuant to
Sections 1 and 2 above, InterSecurities shall incur and pay the following
expenses allocable to the Portfolio's operations:
(a) Reasonable compensation, fees and related expenses of officers of the
Trust and of those Trustees of the Trust who are interested persons (as that
term is defined in Section 2(a)(19) of the 1940 Act) of InterSecurities; and
(d) Rental of offices for the Portfolio.
4. OBLIGATIONS OF TRUST. The Trust shall have the following obligations
under this Agreement;
(a) to keep InterSecurities continuously and fully informed as to the
composition of the investment portfolio of the Portfolio and the nature of all
of its assets and liabilities from time to time;
(b) to furnish InterSecurities with a certified copy of any financial
statement or report prepared for the Portfolio by certified or independent
public accountants, and with copies of any financial statements or reports made
to its shareholders or to any governmental body or securities exchange;
(c) to furnish InterSecurities with any further materials or information
which InterSecurities may reasonably request to enable it to perform its
functions under this Agreement; and
(d) to compensate InterSecurities for its services in accordance with the
provisions of Section 5 hereof.
5. COMPENSATION. For its services under this Agreement, InterSecurities is
entitled to receive from the Portfolio a monthly fee, payable on the last day of
each month during which or part of which this Agreement is in effect, of 1/12 of
0.6% of that part of the average daily closing net asset value of the Portfolio
for such month. For the month during which this Agreement becomes effective and
the month during which it terminates, however, there shall be an appropriate
proration of the fee payable for such month based on the number of calendar days
of such month during which this Agreement is effective.
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6. EXPENSES PAID BY PORTFOLIO. Subject to the provisions of Section 7,
below, and except as provided in this paragraph, nothing in this Agreement shall
be construed to impose upon InterSecurities the obligation to incur, pay or
reimburse the Portfolio for any expenses not specifically assumed by
InterSecurities under Sections 1, 2 and 3 above. The Portfolio shall pay all of
its other expenses (or pay such expenses of the Trust attributable to the
Portfolio) including, but not limited to: custodian and transfer agent fees;
advisory fees; brokerage commissions and all other expenses in connection with
the execution of portfolio transactions; administrative, clerical,
recordkeeping, bookkeeping, legal, auditing and accounting expenses; interest
and taxes; expenses of preparing tax returns; expenses of shareholders' meetings
and of preparing, printing and mailing proxy statements (unless otherwise agreed
to by the Trust and InterSecurities); expenses of preparing and typesetting
periodic reports to its shareholders (except for those reports the Portfolio
permits to be used as sales literature); its allocable share of the fees and
expenses of the Trust's non-interested Trustees; and the costs, including filing
fees, of registering and renewing or maintaining registration of the Portfolio's
shares under federal and state law. Nothing in this Section 6 shall prohibit the
Trust from entering into other agreements or adopting plans which provide for
the allocation of expenses of the Trust or the Portfolio to other entities, or
the assumption of other expenses by the Trust or the Portfolio.
7. LIMITATION ON EXPENSES OF THE PORTFOLIO. Whenever, for any fiscal year,
the total cost to the Portfolio for normal operating expenses chargeable to its
income account, including, but not limited to, the fees of the Portfolio's
investment adviser, the compensation of its custodian, transfer agent,
registrar, auditors and legal counsel, printing expenses, expenses incurred in
complying with all laws applicable to the sale of shares of the Portfolio and
any compensation, fees, or reimbursements which the Portfolio pays to Trustees
of the Trust who are not interested persons (as that phrase is defined in
Section 2(a)(29) of the 1940 Act of InterSecurities, but excluding all interest
and all federal, state and local taxes (such as stamp, excise, income, franchise
and similar taxes), exceeds any expense limitation imposed by applicable state
law, InterSecurities shall reimburse the Portfolio for the amount of said excess
in the manner and to the extent required by state law.
8. TREATMENT OF INVESTMENT ADVICE. With respect to the Portfolio, the Trust
shall treat the investment advice and recommendations of InterSecurities as
being advisory only, and shall retain full control over its own investment
policies. However, the Trustees of the Trust may delegate to the appropriate
officers of the Trust, or to a committee of Trustees, the power to authorize
purchases, sales or other actions affecting the portfolio of the Portfolio in
the interim between meetings of the Trustees, provided such action is consistent
with the established investment policy of the Trustees and is reported to the
Trustees at their next meeting.
9. BROKERAGE COMMISSIONS. For purposes of this Agreement, brokerage
commissions paid by the Portfolio upon the purchase or sale of its portfolio
securities shall be considered a cost of securities of the Portfolio and shall
be paid by the Portfolio. InterSecurities is authorized and directed to place
the Portfolio's securities transactions, or to delegate to the Sub-Adviser the
authority and direction to place the Portfolio's securities transactions, only
with brokers and dealers who render satisfactory service in the execution of
orders at the most favorable prices and at reasonable commission rates;
provided, however, that InterSecurities or the Sub-Adviser, may pay
3
<PAGE>
a broker or dealer an amount of commission for effecting a securities
transaction in excess of the amount of commission another broker or dealer would
have charged for effecting that transaction if InterSecurities or the
Sub-Adviser determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such broker or dealer viewed in terms of either that particular
transaction or the overall responsibilities of InterSecurities or the
Sub-Adviser. InterSecurities and the Sub-Adviser are also authorized to consider
sales of Portfolio shares by a broker-dealer or the recommendation of a
broker-dealer to its customers that they purchase Portfolio shares as a factor
in selecting broker-dealers to execute the Portfolio's securities transactions,
provided that in placing portfolio business with such broker-dealers,
InterSecurities and the Sub-Adviser shall seek the best execution of each
transaction and all such brokerage placement shall be consistent with the Rules
of Fair Practice of the National Association of Securities Dealers, Inc.
Notwithstanding the foregoing, the Trust shall retain the right to direct the
placement of all securities transactions of the Portfolio, and the Trustees may
establish policies or guidelines to be followed by InterSecurities and the
Sub-Adviser in placing securities transactions for the Portfolio pursuant to the
foregoing provisions. InterSecurities shall report on the placement of portfolio
transactions each quarter to the Trustees of the Portfolio.
10. USE OF NAME. The Trust acknowledges that Idex Management, Inc., an
affiliate of InterSecurities, may grant or has granted the Portfolio the right
to use the name "IDEX". If this Agreement is terminated and InterSecurities no
longer serves as investment adviser to the Portfolio, Idex Management reserves
the right to withdraw from the Portfolio the use of the name "IDEX" or any name
misleadingly implying a continuing relationship between the Portfolio and Idex
Management, Inc., InterSecurities or any of their affiliates.
11. LIABILITY OF INTERSECURITIES. InterSecurities may rely on information
reasonably believed by it to be accurate and reliable. Except as may otherwise
be provided by the 1940 Act, neither InterSecurities nor its officers,
directors, employees or agents shall be subject to any liability to the Trust or
the Portfolio or any shareholder of the Portfolio for any error or judgment,
mistake of law or any loss arising out of any investment or other act or
omission in the course of, connected with or arising out of any service to be
rendered hereunder, except by reason of willful misfeasance, bad faith or gross
negligence in its performance of its duties or by reason of reckless disregard
of its obligations and duties under this Agreement.
12. TERMINATION. This Agreement may be terminated at any time, without
penalty, by the Trustees of the Trust or by the shareholders of the Portfolio
acting by vote of at least a majority of its outstanding voting securities (as
that phrase is defined in Section 2(a)(42) of the 1940 Act), provided in either
case that 60 days' written notice of termination be given to InterSecurities at
its principal place of business. This Agreement may be terminated by
InterSecurities at any time by giving 60 days' written notice of termination to
the Trust, addressed to its principal place of business.
13. ASSIGNMENT. This Agreement shall terminate automatically in the event
of any assignment (as the term is defined in Section 2(a)(4) of the 1940 Act) of
this Agreement.
14. TERM. This Agreement shall continue in effect, unless sooner terminated
in accordance with its terms, for two years from the date hereof, and shall
continue in effect from year
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<PAGE>
to year thereafter provided such continuance is specifically approved at least
annually by the vote of a majority of the Trustees of the Trust who are not
parties hereto or interested persons (as that term is defined in Section
2(a)(19) of the 1940 Act) of any such party, cast in person at a meeting called
for the purpose of voting on the approval of the terms of such renewal, and by
either the Trustees of the Trust or the affirmative vote of a majority of the
outstanding voting securities of the Portfolio (as that phrase is defined in
Section 2(a)(42) of the 1940 Act).
15. AMENDMENTS. The terms of this Agreement may be amended only with the
approval by the affirmative vote of a majority of the outstanding voting
securities of the Portfolio (as that phrase is defined in Section 2(a)(42) of
the 1940 Act) and the approval by the vote of a majority of Trustees of the
Trust who are not parties hereto or interested persons (as that phrase is
defined in Section 2(a)(19) of the 1940 Act) of any such party, cast in person
at a meeting called for the purpose of voting on the approval of such amendment,
unless otherwise permitted in accordance with the 1940 Act.
16. PRIOR AGREEMENTS. This Agreement supersedes all prior agreements
between the parties relating to the subject matter hereof, and all such prior
agreements are deemed terminated upon the effectiveness of this agreement.
17. LIMITATION OF LIABILITY. A copy of the Trust's Declaration of Trust is
on file with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this Agreement is executed on behalf of the Trustees as
Trustees of the Trust and not individually, and that the obligations under this
Agreement are not binding upon any of the Trustees, officers, shareholders,
agents or employees of the Trust individually, but binding only upon the assets
and property of the Portfolio.
Attest: IDEX II SERIES FUND
/S/ PAMELA C. DILS /S/ JOHN R. KENNEY
________________________ By: ______________________
Pamela C. Dils, Secretary John R. Kenney
Chairman of the Board
Attest: INTERSECURITIES, INC.
/S/ WILLIAM H. GEIGER /S/ G. JOHN HURLEY
________________________ By: ______________________
William H. Geiger, Secretary G. John Hurley
President and Chief
Executive Officer
5
<PAGE>
IDEX II SERIES FUND
MANAGEMENT AND INVESTMENT ADVISORY AGREEMENT
FOR THE IDEX II TAX-EXEMPT PORTFOLIO SERIES
This Management and Investment Advisory Agreement is entered into as of
April 22, 1992, by and between IDEX II Series Fund, a Massachusetts business
trust (referred to herein as the "Trust"), and InterSecuritiest, Inc., a
Delaware corporation (referred to herein as "InterSecurities"), to provide
certain management and investment advisory services to a certain series of
shares of beneficial interest in the Trust, namely, IDEX II Tax-Exempt Portfolio
(the "Portfolio").
The Trust is registered as an open-end investment company under the
Investment Company Act of 1940, as amended, (the "1940 Act") and consists of
more than one series of shares, including the Portfolio. In managing the
Portfolio, as well as in the conduct of certain of its affairs, the Trust wishes
to have the benefit of the investment advisory services of InterSecurities and
its assistance in performing certain management, administrative, and promotional
functions. InterSecurities desires to furnish such services for the Portfolio
and to perform the functions assigned to it under this Agreement for the
considerations provided. Accordingly, the parties have agreed as follows:
1. INVESTMENT ADVISORY SERVICES. In its capacity as investment adviser to
the Portfolio, InterSecurities shall have the following responsibilities:
(a) to furnish continuous advice and recommendations to the Trust as
to the acquisition, holding or disposition of any or all of the securities
or other assets which the Portfolio may own or contemplate acquiring from
time to time;
(b) to cause the officers of InterSecurities to attend meetings and
furnish oral or written reports, as the Trust may reasonably require, in
order to keep the Trustees and appropriate officers of the Trust fully
informed as to the conditions of the investment portfolio of the Portfolio,
the investment recommendations of InterSecurities, and the investment
considerations which have given rise to those recommendations; and
(c) to supervise the purchase and sale of securities of the Portfolio
as directed by the appropriate officers of the Trust.
It is understood and agreed that InterSecurities intends to enter into an
Investment Counsel Agreement with a duly registered investment adviser (the
"Sub-Adviser") under which the Sub-Adviser would furnish investment information
and advice to assist InterSecurities in carrying out its responsibilities under
this Section 1. The compensation to be paid to Sub-Adviser for such services and
the other terms and conditions under which the services shall be rendered by the
Sub-Adviser shall be set forth in the Investment Counsel Agreement; provided,
however, that such Agreement shall be approved by the Board of Trustees and by
the holders of the outstanding voting securities of the Portfolio in accordance
with the requirements of Section 15 of the 1940 Act, and shall otherwise be
subject to, and contain such provisions as shall be required by, the 1940 Act.
2. MANAGEMENT AND ADMINISTRATIVE SERVICES. InterSecurities shall furnish
and perform all administrative services, including recordkeeping, shareholder
relations, regulatory
1
<PAGE>
reporting and compliance, supervising and coordinating the services of the
Portfolio's custodian and transfer agent and such other functions of the
Portfolio (other than the investment advisory services provided for in Section
1), as the parties may agree. InterSecurities shall also assist in the
preparation of reports to shareholders of the Portfolio and prepare sales
literature promoting sale of the shares of the Portfolio as requested by the
Trust.
3. INTERSECURITIES EXPENSES. In addition to the expenses which
InterSecurities may incur in the performance of its services pursuant to
Sections 1 and 2 above, InterSecurities shall incur and pay the following
expenses allocable to the Portfolio's operations:
(a) Reasonable compensation, fees and related expenses of the officers
and Trustees of the Trust and of those Trustees of the Trust who are
interested persons (as that term is defined in Section 2(a)(19) of the 1940
Act) of InterSecurities; and
(b) Rental of offices for the Portfolio.
4. OBLIGATIONS OF TRUST. The Trust shall have the following obligations
under this Agreement;
(a) to keep InterSecurities continuously and fully informed as to the
composition of the investment portfolio of the Portfolio and the nature of
all of its assets and liabilities from time to time;
(b) to furnish InterSecurities with a certified copy of any financial
statement or report prepared for the Portfolio by certified or independent
public accountants, and with copies of any financial statements or reports
made to its shareholders or to any governmental body or securities
exchange;
(c) to furnish InterSecurities with any further materials or
information which InterSecurities may reasonably request to enable it to
perform its functions under this Agreement; and
(d) to compensate InterSecurities for its services in accordance with
the provisions of Section 5 hereof.
5. COMPENSATION. For its services under this Agreement, InterSecurities is
entitled to receive from the Portfolio a monthly fee, payable on the last day of
each month during which or part of which this Agreement is in effect, of 1/12 of
0.6% of that part of the average daily closing net asset value of the Portfolio
for such month. For the month during which this Agreement becomes effective and
the month during which it terminates, however, there shall be an appropriate
proration of the fee payable for such month bawsed on the number of calendar
days of such month during which this Agreement is effective.
6. EXPENSES PAID BY PORTFOLIO. Subject to the provisions of Section 7,
below, and except as provided in this paragraph, nothing in this Agreement shall
be construed to impose upon InterSecurities the obligation to incur, pay or
reimburse the Portfolio for any expenses not specifically assumed by
InterSecurities under Sections 1, 2 and 3 above. The Portfolio shall pay all of
its other
2
<PAGE>
expenses (or pay such expenses of the Trust attributable to the Portfolio)
including, but not limited to: custodian and transfer agent fees; advisory fees;
brokerage commissions and all other expenses in connection with the execution of
portfolio transactions; administrative, clerical, recordkeeping, bookkeeping,
legal, auditing and accounting expenses; interest and taxes; expenses of
preparing tax returns; expenses of shareholders' meetings and of preparing,
printing and mailing proxy statements (unless otherwise agreed to by the Trust
and InterSecurities); expenses of preparing and typesetting periodic reports to
its shareholders (except for those reports the Portfolio permits to be used as
sales literature); its allocable share of the fees and expenses of the Trust's
non-interested Trustees; and the costs, including filing fees, of registering
and renewing or maintaining registration of the Portfolio's shares under federal
and state law. Nothing in this Section 6 shall prohibit the Trust from entering
into other agreements or adopting plans which provide for the allocation of
expenses of the Trust or the Portfolio to other entities, or the assumption of
other expenses by the Trust or the Portfolio.
7. LIMITATION ON EXPENSES OF THE PORTFOLIO. Whenever, for any fiscal year,
the total cost to the Portfolio for normal operating expenses chargeable to its
income account, including, but not limited to, the fees of the Portfolio's
investment adviser, the compensation of its custodian, transfer agent,
registrar, auditors and legal counsel, printing expenses, expenses incurred in
complying with all laws applicable to the sale of shares of the Portfolio and
any compensation, fees, or reimbursements which the Portfolio pays to its
Trustees who are not interested persons (as that phrase is defined in Section
2(a)(29) of the 1940 Act, of InterSecurities, but excluding all interest and all
federal, state and local taxes (such as stamp, excise, income, franchise and
similar taxes), exceeds any expense limitation imposed by applicable state law,
InterSecurities shall reimburse the Portfolio for the amount of said excess in
the manner and to the extent required by state law.
8. TREATMENT OF INVESTMENT ADVICE. With respect to the Portfolio, the Trust
shall treat the investment advice and recommendations of InterSecurities as
being advisory only, and shall retain full control over its own investment
policies. However, the Trustees of the Trust may delegate to the appropriate
officers of the Trust, or to a committee of Trustees, the power to authorize
purchases, sales or other actions affecting the portfolio of the Portfolio in
the interim between meetings of the Trustees, provided such action is consistent
with the established investment policy of the Trustees and is reported to the
Trustees at their next meeting.
9. BROKERAGE COMMISSIONS. For purposes of this Agreement, brokerage
commissions paid by the Portfolio upon the purchase or sale of its Portfolio
securities shall be considered a cost of securities of the Portfolio and shall
be paid by the Portfolio. InterSecurities is authorized and directed to place
the Portfolio's securities transactions, or to delegate to the Sub-Adviser the
authority and direction to place the Portfolio transactions, only with brokers
and dealers who render satisfactory service in the execution of orders at the
most favorable prices and at reasonable commission rates; provided, however,
that InterSecurities or the Sub-Adviser, may pay a broker or dealer an amount of
commission for effecting a securities transaction in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction, if InterSecurities or the Sub-Adviser determines in good faith that
such amount of commission was reasonable in relation to the value of the
brokerage and research services, provided by such broker or dealer viewed in
terms of either that particular transaction or the overall responsibilities of
InterSecurities or the Sub-Adviser. InterSecurities and the Sub-Adviser are also
authorized to consider sales of Portfolio shares by a broker-dealer or the
recommendation of a broker-dealer to its
3
<PAGE>
customers that they purchase Portfolio shares as a factor in selecting
broker-dealers to execute the Portfolio transactions, provided that in placing
Portfolio business with such broker-dealers, InterSecurities and the Sub-Adviser
shall seek the best execution of each transaction and all such brokerage
placement shall be consistent with the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. Notwithstanding the foregoing, the
Portfolio shall retain the right to direct the placement of all Portfolio
transactions, and the Trustees may establish policies or guidelines to be
followed by InterSecurities and the Sub-Adviser in placing Portfolio
transactions for the Portfolio pursuant to the foregoing provisions.
InterSecurities shall report on the placement of Portfolio transactions each
quarter to the Trustees of the Portfolio.
10. USE OF NAME. The Trust acknowledges that Idex Management, Inc., an
affiliate of InterSecurities, may grant or has granted the Trust the right to
use the name "IDEX". If this Agreement is terminated and InterSecurities no
longer serves as investment adviser to the Portfolio, Idex Management reserves
the right to withdraw from the Portfolio the use of the name "IDEX" or any name
misleadingly implying a continuing relationship between the Portfolio and
InterSecurities, Inc. or any of their affiliates.
11. LIABILITY OF INTERSECURITIES. InterSecurities may rely on information
reasonably believed by it to be accurate and reliable. Except as may otherwise
be provided by the 1940 Act, neither InterSecurities nor its officers,
directors, employees or agents shall be subject to any liability to the Trust or
the Portfolio or any shareholder of the Portfolio for any error of judgment,
mistake of law or any loss arising out of any investment or other act or
omission in the course of, connected with or arising out of any service to be
rendered hereunder, except by reason of willful misfeasance, bad faith or gross
negligence in its performance of its duties or by reason of reckless disregard
of its obligations and duties under this Agreement.
12. TERMINATION. This Agreement may be terminated at any time, without
penalty, by the Trustees of the Trust or by the shareholders of the Portfolio
acting by vote of at least a majority of its outstanding voting securities (as
that phrase is defined in Section 2(a)(42) of the 1940 Act), provided in either
case that 60 days' written notice of termination be given to InterSecurities at
its principal place of business. This Agreement may be terminated by
InterSecurities at any time by giving 60 days' written notice of termination to
the Trust, addressed to its principal place of business.
13. ASSIGNMENT. This Agreement shall terminate automatically in the event
of any assignment (as the term is defined in Section 2(a)(4) of the 1940 Act) of
this Agreement.
14. TERM. This Agreement shall continue in effect, unless sooner terminated
in accordance with its terms, for two years from the date hereof, and shall
continue in effect from year to year thereafter provided such continuance is
specifically approved at least annually by the vote of a majority of the
Trustees of the Trust who are not parties hereto or interested persons (as that
term is defined in Section 2(a)(19) of the 1940 Act) of any such party, cast in
person at a meeting called for the purpose of voting on the approval of the
terms of such renewal, and by either the Trustees of the Trust or the
affirmative vote of a majority of the outstanding voting securities of the
Portfolio (as that phrase is defined in Section 2(a)(42) of the 1940 Act).
4
<PAGE>
15. AMENDMENTS. The terms of this Agreement may be amended only with the
approval by the affirmative vote of a majority of the outstanding voting
securities of the Portfolio (as that phrase is defined in Section 2(a)(42) of
the 1940 Act) and the approval by the vote of a majority of Trustees of the
Trust who are not parties hereto or interested persons (as that phrase is
defined in Section 2(a)(19) of the 1940 Act) of any such party, cast in person
at a meeting called for the purpose of voting on the approval of such amendment,
unless otherwise permitted in accordance with the 1940 Act.
16. PRIOR AGREEMENTS. This Agreement supersedes all prior agreements
between the parties relating to the subject matter hereof, and all such prior
agreements are deemed terminated upon the effectiveness of this agreement.
17. LIMITATION OF LIABILITY. A copy of the Trust's Declaration of Trust is
on file with the Secretary of The Commonwealth of Massachusetts, and notice is
hereby given that this Agreement is executed on behalf of the Trustees as
Trustees of the Trust and not individually, and that the obligations under this
Agreement are not binding upon any of the Trustees, officers, shareholders,
agents or employees of the Trust individually, but binding only upon the assets
and property of the Portfolio.
Attest: IDEX II SERIES FUND
/S/ PAMELA C. DILS /S/ JOHN R. KENNEY
________________________ By: ______________________
Pamela C. Dils, Secretary John R. Kenney
Chairman of the Board
Attest: INTERSECURITIES, INC.
/S/ WILLIAM H. GEIGER /S/ G. JOHN HURLEY
________________________ By: ______________________
William H. Geiger, Secretary G. John Hurley
President and Chief
Executive Officer
5
<PAGE>
ASSIGNMENT
MidAmerica Management Corporation ("MidAmerica") does hereby assign,
transfer and convey, and InterSecurities, Inc., ("ISI") does hereby consent to
the assignment, transfer and conveyance of, effective October 1, 1992, the
Investment Counsel Agreement between MidAmerica and ISI with respect to the IDEX
II Tax-Exempt Portfolio of IDEX II Series Fund dated April 22, 1992, to AEGON
USA Investment Management, Inc., which owns 100% of the outstanding stock of
MidAmerica.
Executed this 30th day of September, 1992.
MidAmerica Management Corporation
/S/ DONALD E. FLYNN
By: ________________________________
Donald E. Flynn
Title: President
InterSecurities, Inc.
/S/ G. JOHN HURLEY
By: ________________________________
G. John Hurley
Title: President and Chief Executive Officer
Accepted:
AEGON USA Investment Management, Inc.
/S/ DAVID R. HALFPAP
By: ________________________________
David R. Halfpap
Title: Vice President
6
<PAGE>
IDEX II SERIES FUND
ON BEHALF OF IDEX II AGGRESSIVE GROWTH PORTFOLIO
INVESTMENT COUNSEL AGREEMENT
This Agreement is entered into as of September 30, 1994, between
INTERSECURITIES, INC., a Delaware corporation (referred to herein as "ISI"), and
FRED ALGER MANAGEMENT, INC., a New York corporation (referred to herein as "Fred
Alger").
WHEREAS, ISI entered into a Management and Investment Advisory Agreement
(referred to herein as the "Advisory Agreement"), dated September 30, 1994, with
IDEX II Series Fund, a Massachusetts business trust (referred to herein as the
"Fund") on behalf of the IDEX II Series Fund Aggressive Growth Portfolio (the
"Portfolio"), under which ISI has agreed, among other things, to act as
investment adviser to the Fund.
WHEREAS, the Advisory Agreement provides that ISI may engage Fred Alger
to furnish investment information and advice to assist ISI in carrying out its
responsibilities under the Advisory Agreement as investment adviser to the
Portfolio.
WHEREAS, it is the purpose of this Agreement to express the mutual
agreements of the parties hereto with respect to the services to be provided by
Fred Alger to ISI and the terms and conditions under which such services will be
rendered.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, the parties hereto agree as follows:
1. Services of Fred Alger. Fred Alger shall act as investment counsel to
ISI. In this capacity, Fred Alger shall have the following responsibilities:
(a) to furnish continuous investment information, advice and
recommendations to ISI as to the acquisition, holding or disposition of any or
all of the securities or other assets which the Portfolio may own or contemplate
acquiring from time to time;
(b) to cause its officers to attend meetings of ISI or the Fund and furnish
oral or written reports, as ISI may reasonably require, in order to keep ISI and
its officers and the Trustees of the Fund and appropriate officers of the Fund
fully informed as to the condition of the investment portfolio of the Portfolio,
the investment recommendations of Fred Alger, and the investment considerations
which have given rise to those recommendations;
(c) to furnish such statistical and analytical information and reports as
may reasonably be required by ISI from time to time; and
(d) to supervise the purchase and sale of securities as directed by the
appropriate officers of the Fund or of ISI.
2. Obligations of ISI. ISI shall have the following obligations under this
Agreement:
(a) to keep Fred Alger continuously and fully informed as to the
composition of the Portfolio's investment portfolio and the nature of the
Portfolio's assets and liabilities from time to time;
(b) to furnish Fred Alger with a certified copy of any financial statement
or report prepared for the Portfolio by certified or independent public
accountants, and with copies of any financial statements or reports made by the
Fund to its shareholders or to any governmental body or securities exchange;
<PAGE>
(c) to furnish Fred Alger with copies of the Fund's Declaration of Trust,
By-laws, and current registration statement and any amendments thereto
applicable to the Portfolio, together with any further materials or information
which Fred Alger may reasonably request to enable it to perform its functions
under this Agreement; and
(d) to compensate Fred Alger for its services under this Agreement by the
payment of fees equal to (i) 40% of the fees received by ISI pursuant to Section
6 of the Advisory Agreement for services rendered by ISI to the Portfolio during
the term of this Agreement, less (ii) 40% of any amount reimbursed to the
Portfolio by ISI pursuant to the provisions of Section 8 of the Advisory
Agreement. The parties hereto expressly agree that in the event that for any
applicable period (ii) is greater than (i), Fred Alger shall not receive a fee
for that period but that Fred Alger shall not be obligated to pay ISI to the
extent that (ii) exceeds (i) for the period. In the event that this Agreement
shall be effective for only part of a period to which any such fee received by
ISI is attributable, then an appropriate proration of the fee that would have
been payable hereunder if this Agreement had remained in effect until the end of
such period shall be made, based on the number of calendar days in such period
and the number of calendar days during the period in which this Agreement was in
effect. The fees payable to Fred Alger hereunder shall be payable upon receipt
by ISI from the Portfolio of fees payable to ISI under Section 5 of the Advisory
Agreement.
3. Treatment of Investment Advice. ISI shall treat the investment
information, advice and recommendations of Fred Alger as being advisory only,
and shall determine the extent to which such advice and recommendations shall be
passed on to the Portfolio or incorporated in investment advice by ISI to the
Portfolio. ISI may direct Fred Alger to furnish its investment information,
advice and recommendations directly to officers or Trustees of the Fund.
4. Purchases by Affiliates. Neither Fred Alger nor any of its officers or
Directors shall take a long or short position in the securities issued by the
Fund. This prohibition, however, shall not prevent the purchase from the Fund of
shares issued by the Fund by the officers and Directors of Fred Alger (or
deferred benefit plans established for their benefit) at the current price
available to the public, or at such price with reductions in sales charge as may
be permitted in the Fund's current prospectus in accordance with Section 22(d)
of the Investment Company Act of 1940.
5. Liability of Fred Alger. Fred Alger may rely on information reasonably
believed by it to be accurate and reliable. Except as may otherwise be provided
by the Investment Company Act of 1940, neither Fred Alger nor its officers,
directors, employees or agents shall be subject to any liability to the Fund or
any shareholders of the Fund for any error of judgment, mistake of law or any
loss arising out of any investment or other act or omission in the course of,
connected with or arising out of any service to be rendered hereunder, except by
reason of willful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of reckless disregard of its obligations and duties
under this Agreement.
6. Compliance With Laws. Fred Alger represents that it is, and will
continue to be throughout the term of this Agreement, an investment adviser
registered under all applicable federal and state laws. In all matters relating
to the performance of this Agreement, Fred Alger will act in conformity with the
Fund's Declaration of Trust, Bylaws, and current registration statement
applicable to the Portfolio and with the instructions and direction of ISI and
the Fund's Trustees, and will conform to and comply with the Investment Company
Act of 1940, as amended (the "1940 Act") and all other applicable federal or
state laws and regulations.
7. Termination. This Agreement shall terminate automatically upon the
termination of the Advisory Agreement. This Agreement may be terminated at any
time, without penalty, by ISI or by the Fund by giving 60 days' written notice
of such termination to Fred Alger at its principal place of business, provided
that such termination is approved by the Board of Trustees of the Fund or by
vote of a majority of the outstanding voting securities (as that phrase is
defined in Section 2(a)(42) of the 1940 Act) of the Fund. This Agreement may be
terminated at any time by Fred Alger by giving 60 days' written notice of such
termination to the Fund and ISI at their respective principal places of
business.
<PAGE>
8. Non-exclusivity. ISI agrees that the services of Fred Alger are not to
be deemed exclusive and that Fred Alger and its affiliates are free to act as
investment adviser and to provide other services to various investment companies
and other managed accounts, except as ISI and Fred Alger may otherwise agree
from time to time in writing. Except as provided in Section 4, this Agreement
shall not in any way limit or restrict Fred Alger or any of its officers,
directors, employees or agents from buying, selling or trading any securities or
other instruments for its or their own account or for the account of others for
whom it or they may be acting, provided that such activities do not adversely
affect or otherwise impair the performance by Fred Alger of its duties and
obligations under this Agreement. ISI recognizes and agrees that Fred Alger may
provide advice to or take action with respect to other clients, which advice or
action, including the timing or nature of such action, may differ from or be
identical to advice given or action taken with respect to the Fund. Fred Alger
shall for all purposes hereof be deemed to be an independent contractor and
shall, unless otherwise provided or authorized, have no authority to act for or
represent the Fund or ISI in any way or be deemed an agent of the Fund or ISI.
9. Proprietary Rights. ISI agrees and acknowledges that Fred Alger is the
sole owner of the name and mark "Alger" and that all use of any designation
consisting in whole or part of "Alger" (an "Alger Mark") under this Agreement
shall inure to the benefit of Fred Alger. ISI on its own behalf and on behalf of
the Fund agrees that it shall provide Alger with copies of all disclosure
documents, advertisements and sales literature which uses an Alger mark or makes
representations regarding Fred Alger at least five (5) business days in advance
of such use. Upon termination of this Agreement for any reason, ISI shall cease,
and ISI shall use its best efforts to cause the Fund to cease, all use of any
"Alger" Mark(s) as soon as reasonably practicable.
10. Assignment. This Agreement shall terminate automatically in the event
of any assignment (as that term is defined in Section 2(a)(4) and the rules
thereunder of the 1940 Act) of this Agreement.
11. Term. This Agreement shall continue in effect, unless sooner terminated
in accordance with its terms, for one year from the date hereof and shall
continue in effect from year to year thereafter only so long as such continuance
is specifically approved at least annually by the vote of a majority of the
Trustees of the Fund who are not parties hereto or interested persons (as the
term is defined in Section 2(a)(19) of the 1940 Act) of any such party, cast in
person at a meeting called for the purpose of voting on the approval of the
terms of such renewal, and by either the Trustees of the Fund or the affirmative
vote of a majority of the outstanding voting securities of the Fund (as that
phrase is defined in Section 2(a)(42) of the 1940 Act).
12. Amendments. This Agreement may be amended only with the approval by the
affirmative vote of a majority of the outstanding voting securities of the
Portfolio (as that phrase is defined in Section 2(a)(42) of the 1940 Act) and
the approval by the vote of a majority of the Trustees of the Fund who are not
parties hereto or interested persons (as that term is defined in Section
2(a)(19) of the 1940 Act) of any such party, cast in person at a meeting called
for the purpose of voting on the approval of such amendment, unless otherwise
permitted in accordance with the 1940 Act.
13. Prior Agreements. This Agreement supersedes all prior agreements
between the parties relating to the subject matter hereof, and all such prior
agreements are deemed terminated upon the effectiveness of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
ATTEST: FRED ALGER MANAGEMENT, INC.
/s/ Nancy K. Staple /s/ Gregory Duch
_________________________ BY:_________________________________
Secretary Title: Chief Financial Officer
ATTEST: INTERSECURITIES, INC.
/s/ William H. Geiger /s/ John R. Kenney
_________________________ BY:_________________________________
William H. Geiger, Secretary John R. Kenney
Chairman of the Board
<PAGE>
IDEX II SERIES FUND
ON BEHALF OF IDEX II CAPITAL APPRECIATION PORTFOLIO
INVESTMENT COUNSEL AGREEMENT
This Agreement is entered into as of September 30, 1994 between IDEX
MANAGEMENT, INC., a Delaware corporation (referred to herein as "Idex
Management"), and JANUS CAPITAL CORPORATION, a Colorado corporation (referred to
herein as "Janus Capital").
WHEREAS, Idex Management entered into a Management and Investment Advisory
Agreement (referred to herein as the "Advisory Agreement"), dated as of
September 30, 1994 with IDEX II Series Fund, a Massachusetts business trust
(referred to herein as the "Fund") on behalf of the IDEX II Series Fund Capital
Appreciation Portfolio (the "Portfolio), under which Idex Management has agreed,
among other things, to act as investment adviser to the Portfolio.
WHEREAS, the Advisory Agreement provides that Idex Management may engage
Janus Capital to furnish investment information and advice to assist Idex
Management in carrying out its responsibilities under the Advisory Agreement as
investment adviser to the Portfolio.
WHEREAS, it is the purpose of this Agreement to express the mutual
agreements of the parties hereto with respect to the services to be provided by
Janus Capital to Idex Management and the terms and conditions under which such
services will be rendered.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, the parties hereto agree as follows:
1. SERVICES OF JANUS CAPITAL. Janus Capital shall act as investment counsel
to Idex Management with respect to the Portfolio. In this capacity, Janus
Capital shall have the following responsibilities:
(a) to furnish continuous investment information, advice and
recommendations to Idex Management as to the acquisition, holding or disposition
of any or all of the securities or other assets which the Portfolio may own or
contemplate acquiring from time to time;
(b) to cause its officers to attend meetings of Idex Management or the Fund
and furnish oral or written reports, as Idex Management may reasonably require,
in order to keep Idex Management and its officers and the Trustees of the Fund
and appropriate officers of the Fund fully informed as to the condition of the
investment portfolio of the Portfolio, the investment recommendations of Janus
Capital, and the investment considerations which have given rise to those
recommendations;
(c) to furnish such statistical and analytical information and reports as
may reasonably be required by Idex Management from time to time; and
(d) to supervise the purchase and sale of securities as directed by the
appropriate officers of the Fund or of Idex Management.
2. OBLIGATIONS OF IDEX MANAGEMENT. Idex Management shall have the following
obligations under this Agreement:
(a) to keep Janus Capital continuously and fully informed as to the
composition of the Portfolio's investment portfolio and the nature of the
Portfolio's assets and liabilities from time to time;
<PAGE>
(b) to furnish Janus Capital with a certified copy of any financial
statement or report prepared for the Portfolio by certified or independent
public accountants, and with copies of any financial statements or reports made
by the Portfolio to is shareholders or to any governmental body or securities
exchange;
(c) to furnish Janus Capital with any further materials or information
which Janus Capital may reasonably request to enable it to perform its functions
under this Agreement;
(d) to compensate Janus Capital for its services under this Agreement by
the payment of fees equal to (i) 50% of the fees received by Idex Management
pursuant to Section 6 of the Advisory Agreement for services rendered by Idex
Management to the Portfolio during the term of this Agreement, less (ii) 50% of
any amount reimbursed to the Portfolio by Idex Management pursuant to the
provisions of Section 4 (d) of the Advisory Agreement. In the event that this
Agreement shall be effective for only part of a period to which any such fee
received by Idex Management is attributable, then an appropriate proration of
the fee that would have been payable hereunder if this Agreement had remained in
effect until the end of such period shall be made, based on the number of
calendar days in such period and the number of calendar days during the period
in which this Agreement was in effect. The fees payable to Janus Capital
hereunder shall be payable upon receipt by Idex Management from the Portfolio of
fees payable to Idex Management under Section 6 of the Advisory Agreement; and
(e) to compensate Janus Capital, in addition to the compensation payable
under paragraph (d) above, as follows: If on December 31 of 1994 and each year
thereafter ("Target Date") the aggregate actual net assets on that date of the
Portfolio, any other Portfolios of the Fund with respect to which Idex
Management acts as investment advisor, IDEX Fund and IDEX Fund 3 and any other
registered investment company sponsored by Idex Management, containing the name
IDEX or with respect to which Idex Management 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 Idex Management 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 Idex Management affiliate serving as administrator to the
Fund for the calendar year following such date (the "Administrator").
Table 1
Advised Funds
Target Date Target Net Assets
December 31, 1994 (and $950 million
December 31 of each
year thereafter)
The Net Fee of the Administrator shall be the fee received by the Administrator
from Idex Management less any reimbursement from the Administrator in connection
with any applicable Fund 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:
- 2 -
<PAGE>
Table 2
Shortfall of Target Percentage of Net Fee
5% - 10% 10%
Over 10% - 20% 20%
Over 20% - 30% 30%
Over 30% 40%
No fees shall be payable to Janus Capital under this paragraph (e) 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) 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).
3. TREATMENT OF INVESTMENT ADVICE. Idex Management shall treat the
investment information, advice and recommendations of Janus Capital as being
advisory only, and shall determine the extent to which such advice and
recommendations shall be passed on to the Fund or incorporated in investment
advice by Idex Management to the Fund. Idex Management may direct Janus Capital
to furnish its investment information, advice and recommendations directly to
officers or trustees of the Fund.
4. PURCHASES BY AFFILIATES. Neither Janus Capital nor any of its officers
or Directors shall take a long or short position in the securities issued by the
Fund. This prohibition, however, shall not prevent the purchase from the Fund of
shares issued by the Fund by the officers and Directors of Janus Capital (or
deferred benefit plans established for their benefit) at the current price
available to the public, or at such price with reductions in sales charge as may
be permitted in the Fund's current prospectus in accordance with Section 22(d)
of the Investment Company Act of 1940, as amended (the "1940 Act").
5. LIABILITY OF JANUS CAPITAL. Janus Capital may rely on information
reasonably believed by it to be accurate and reliable. Except as may otherwise
be provided by the 1940 Act, neither Janus Capital nor its officers, directors,
employees or agents shall be subject to any liability to the Fund or any
shareholders of the Fund for any error of judgment, mistake of law or any loss
arising out of any investment or other act or omission in the course of,
connected with or arising out of any service to be rendered hereunder, except by
reason of willful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of reckless disregard of its obligations and duties
under this Agreement.
6. COMPLIANCE WITH LAWS. Janus Capital represents that it is, and will
continue to be throughout the term of this Agreement, an investment adviser
registered under all applicable federal and state laws. In all matters relating
to the performance of this Agreement, Janus Capital will act in conformity with
the Fund's Declaration of Trust, Bylaws, and current prospectus and with the
instructions and direction of Idex Management and the Fund's Trustees, and will
conform to and comply with the 1940 Act and all other applicable federal or
state laws and regulations.
7. TERMINATION. This Agreement shall terminate automatically upon the
termination of the Advisory Agreement. This Agreement may be terminated at any
time, without penalty, by Idex Management or by the Fund by giving 60 days'
written notice of such termination to Janus Capital at its principal place of
business, provided that such termination is approved by the Board of Trustees of
the Fund or by vote of a majority of the outstanding voting securities (as that
phrase is defined in Section 2(a)(42) of the 1940 Act) of the Fund. This
Agreement may be terminated at any time by Janus Capital by giving 60 days'
written notice of such termination to the Fund and Idex Management at their
respective principal places of business.
- 3 -
<PAGE>
8. ASSIGNMENT. This Agreement shall terminate automatically in the event of
any assignment (as that term is defined in Section 2(a)(4) of the 1940 Act) of
this Agreement.
9. TERM. This Agreement shall continue in effect, unless sooner terminated
in accordance with its terms, for one year from the date hereof and shall
continue in effect from year to year thereafter only so long as such continuance
is specifically approved at least annually by the vote of a majority of the
Trustees of the Fund who are not parties hereto or interested persons (as that
term is defined in Section 2(a)(19) of the 1940 Act) of any such party, cast in
person at a meeting called for the purpose of voting on the approval of the
terms of such renewal, and by either the Trustees of the Fund or the affirmative
vote of a majority of the outstanding voting securities of the Fund (as that
phrase is defined in Section 2(a)(42) of the 1940 Act).
10. AMENDMENTS. This Agreement may be amended only with the approval by the
affirmative vote of a majority of the outstanding voting securities (as that
phrase is defined in Section 2(a)(42) of the 1940 Act) and the approval by the
vote of a majority of the Trustees of the Fund who are not parties hereto or
interested persons (as that term is defined in Section 2(a)(19) of the 1940 Act)
of any such party, cast in person at a meeting called for the purpose of voting
on the approval of such amendment.
11. PRIOR AGREEMENTS. This agreement supersedes all prior agreements
between the parties relating to the subject matter hereof, and all such prior
agreements are deemed terminated upon the effectiveness of this agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
ATTEST: JANUS CAPITAL CORPORATION
/S/ JACK R. THOMPSON
______________________________ By: ____________________________________
Secretary Title: Executive Vice President
ATTEST: IDEX MANAGEMENT, INC.
/S/ WILLIAM H. GEIGER /S/ G. JOHN HURLEY
______________________________ By: ____________________________________
William H. Geiger, Secretary G. John Hurley
President and Chief Executive Officer
- 4 -
<PAGE>
IDEX II SERIES FUND
INVESTMENT COUNSEL AGREEMENT
FOR THE IDEX II GLOBAL PORTFOLIO SERIES
This Agreement is entered into as of April 22, 1992 by and between IDEX
Management, Inc., a Delaware corporation (referred to herein as "IDEX
Management"), and Janus Capital Corporation, a Colorado corporation (referred to
herein as the "Sub-Adviser"), to provide certain investment counsel services to
a certain series of shares of beneficial interest in the Trust, namely IDEX II
Global Portfolio (the "Portfolio").
WHEREAS, Idex Management entered into a Management and Investment Advisory
Agreement (referred to herein as the "Advisory Agreement"), dated April 22, 1992
with IDEX II Series Fund, a Massachusetts business trust (referred to herein as
the "Trust"), under which IDEX Management has agreed, among other things, to act
as investment adviser to the Portfolio;
WHEREAS, the Advisory Agreement provides that IDEX Management may engage
the Sub-Adviser to furnish investment information and advice to assist IDEX
Management in carrying out its responsibilities under the Advisory Agreement as
investment adviser to the Portfolio; and
WHEREAS, it is the purpose of this Agreement to express the mutual
agreements of the parties hereto with respect to the services to be provided by
the Sub-Adviser to IDEX Management with respect to the Portfolio and the terms
and conditions under which such services will be rendered.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, the parties hereto agree as follows:
1. SERVICES OF THE SUB-ADVISER. The Sub-Adviser shall act as investment
counsel to IDEX Management with respect to the Portfolio. In this capacity, the
Sub-Adviser shall have the following responsibilities:
(a) to furnish continuous investment information, advice and
recommendations to IDEX Management as to the acquisition, holding or disposition
of any or all of the securities or other assets which the Portfolio may own or
contemplate acquiring from time to time;
(b) to cause the officers of the Sub-Adviser to attend meetings of IDEX
Management or the Trust and furnish oral or written reports, as IDEX Management
may reasonably require, in order to keep IDEX Management and its officers and
the Trustees of the Trust and appropriate officers of the Trust fully informed
as to the condition of the investment portfolio of the Portfolio, the investment
recommendations of the Sub-Adviser, and the investment considerations which have
given rise to those recommendations;
(c) to furnish such statistical and analytical information and reports as
may reasonably be required by IDEX Management from time to time; and
(d) to supervise the purchase and sale of securities as directed by the
appropriate officers of the Fund or of IDEX Management.
2. OBLIGATIONS OF IDEX MANAGEMENT. IDEX Management shall have the following
obligations under this Agreement:
(a) to furnish the Sub-Adviser with a certified copy of any financial
statement or report prepared for the Trust with respect to the Portfolio by
certified or independent public accountants, and with copies of any financial
Page 1 of 4
<PAGE>
statements or reports made by the Trust to shareholders of the Portfolio or to
any governmental body or securities exchange;
(b) to furnish the Sub-Adviser with the Trust's Declaration of Trust,
Bylaws, and current registration statement applicable to the Portfolio and with
any further materials or information which the Sub-Adviser may reasonably
request to enable it to perform its functions under this Agreement; and
(c) to compensate the Sub-Adviser for its services under this Agreement by
the payment of fees equal to (i) 50% of the fees received by IDEX Management for
services rendered under the Advisory Agreement by IDEX Management to the
Portfolio during the term of this Agreement, less (ii) 50% of any expense
limitation reimbursement made by IDEX Management to the Portfolio. In the event
that this Agreement shall be effective for only part of a period to which any
such fee received by IDEX Management is attributable, then an appropriate
proration of the fee that would have been payable hereunder if this Agreement
had remained in effect until the end of such period shall be made, based on the
number of calendar days in such period and the number of calendar days during
the period in which this Agreement was in effect. The fees payable to the
Sub-Adviser hereunder shall be payable upon receipt by IDEX Management from the
Portfolio of advisory fees payable to IDEX Management.
(d) to compensate Sub-Adviser, in addition to the compensation payable
under paragraph (c) above, as follows: If on December 31 of 1992 and each year
thereafter ("Target Date") the aggregate actual net assets on that date of the
Trust, IDEX Fund, IDEX Fund 3 and IDEX Total Income Trust and any other
registered investment company sponsored by IDEX Management, containing the name
IDEX or with respect to which IDEX Management acts as investment adviser or
administrator, and to which the Sub-Adviser provides investment advice (the
"Advised Funds") are less that the applicable Target Net Assets specified in
Table 1 below, then IDEX Management shall pay to Sub-Adviser a percentage, as
specified in Table 2 below, of the Net Fee otherwise payable to InterSecurities,
Inc., or any other IDEX Management affiliate serving as administrator to the
Fund for the calendar year following such date (the "Administrator").
Table 1
Advised Funds
Target Date Target Net Assets
December 31, 1992 $700 million
December 31, 1993 (and $950 million
December 31 of each
year thereafter)
The Net Fee of the Administrator shall be the fee received by the Administrator
from IDEX Management less any reimbursement from the Administrator in connection
with any applicable Fund expense limitation. The percentage of the Net Fee so
payable to Sub-Adviser 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%
Page 2 of 4
<PAGE>
No fees shall be payable to Sub-Adviser under this paragraph (d) 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 Sub-Adviser shall have provided investment
advice for all of such five years and for the then current year) 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).
3. TREATMENT OF INVESTMENT ADVICE. IDEX Management shall treat the
investment information, advice and recommendations of the Sub-Adviser as being
advisory only, and shall determine the extent to which such advice and
recommendations relating to the Portfolio shall be passed on to the Trust or
incorporated in investment advice by IDEX Management relating to the Portfolio.
IDEX Management may direct the Sub-Adviser to furnish its investment
information, advice and recommendations directly to officers or trustees of the
Trust.
4. LIABILITY OF THE SUB-ADVISER. The Sub-Adviser may rely on information
reasonably believed by it to be accurate and reliable. Except as may otherwise
be provided by the Investment Company Act of 1940, as amended (the "1940 Act"),
neither the Sub-Adviser nor its officers, directors, employees or agents shall
be subject to any liability to the Trust or any shareholders of the Portfolio
for any error of judgment, mistake of law or any loss arising out of any
investment or other act or omission in the course of, connected with or arising
out of any service to be rendered hereunder, except by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of reckless disregard of its obligations and duties under this
Agreement.
5. COMPLIANCE WITH LAWS. The Sub-Adviser represents that it is, and will
continue to be throughout the term of this Agreement, an investment adviser
registered under all applicable federal and state laws. In all matters relating
to the performance of this Agreement, Janus Capital will act in conformity with
the Trust's Declaration of Trust, Bylaws, and current registration statement
applicable to the Portfolio and with the instructions and direction of IDEX
Management and the Trust's Trustees.
6. TERMINATION. This Agreement shall terminate automatically upon the
termination of the Advisory Agreement. This Agreement may be terminated at any
time, without penalty, by IDEX Management or by the Fund by giving 60 days'
written notice of such termination to the Sub-Adviser at its principal place of
business, provided that such termination is approved by the Board of Trustees of
the Trust or by vote of a majority of the outstanding voting securities (as that
phrase is defined in Section 2(a)(42) of the 1940 Act) of the Portfolio. This
Agreement may be terminated at any time by the Sub-Adviser by giving 60 days'
written notice of such termination to the Trust and IDEX Management at their
respective principal places of business.
7. ASSIGNMENT. This Agreement shall terminate automatically in the event of
any assignment (as that term is defined in Section 2(a)(4) of the 1940 Act) of
this Agreement.
8. TERM. This Agreement shall continue in effect, unless sooner terminated
in accordance with its terms, for an initial term ending April 22, 1994 and
shall continue in effect from year to year thereafter provided such continuance
is specifically approved at least annually by the vote of a majority of the
Trustees of the Trust who are not parties hereto or interested persons (as that
term is defined in Section 2(a)(19) of the 1940 Act) of any such party, cast in
person at a meeting called for the purpose of voting on the approval of the
terms of such renewal, and by either the Trustees of the Fund or the affirmative
vote of a majority of the outstanding voting securities of the Portfolio (as
that phrase is defined in Section 2(a)(42) of the 1940 Act).
9. AMENDMENTS. The terms of this Agreement may be amended only with the
approval by the affirmative vote of a majority of the outstanding voting
securities of the Portfolio (as that phrase is defined in Section 2(a)(42) of
the 1940 Act) and the approval by the vote of a majority of the Trustees of the
Trust who are not parties hereto or interested persons (as that term is defined
in Section 2(a)(19) of the 1940 Act) of any such party, cast in person
Page 3 of 4
<PAGE>
at a meeting called for the purpose of voting on the approval of such amendment,
unless otherwise permitted in accordance with the 1940 Act.
10. PRIOR AGREEMENTS. This agreement supersedes all prior agreements
between the parties relating to the subject matter hereof, and all such prior
agreements are deemed terminated upon the effectiveness of this agreement.
Attest: Janus Capital Corporation
("Sub-Adviser")
/S/ DAVID C. TUCKER /S/ JACK R. THOMPSON
_______________________________ By: ________________________________
David C. Tucker Jack R. Thompson
Attest: Idex Management, Inc.
/S/ WILLIAM H. GEIGER /S/ G. JOHN HURLEY
_______________________________ By: ________________________________
William H. Geiger, Secretary G. John Hurley
President and Chief
Executive Officer
Page 4 of 4
<PAGE>
IDEX SERIES FUND
INVESTMENT COUNSEL AGREEMENT
This Agreement is entered into as of April 22, 191 between IDEX MANAGEMENT,
INC., a Delaware corporation (referred to herein as "Idex Management"), and
JANUS CAPITAL CORPORATION, a Colorado corporation (referred to herein as "Janus
Capital").
WHEREAS, Idex Management entered into a Management and Investment Advisory
Agreement (referred to herein as the "Advisory Agreement"), dated April 22, 1991
with IDEX II, a Massachusetts business trust (referred to herein as the "Fund"),
under which Idex Management has agreed, among other things, to act as investment
adviser to the Fund.
WHEREAS, the Advisory Agreement provides that Idex Management may engage
Janus Capital to furnish investment information and advice to assist Idex
Management in carrying out its responsibilities under the Advisory Agreement as
investment adviser to the Fund.
WHEREAS, it is the purpose of this Agreement to express the mutual
agreements of the parties hereto with respect to the services to be provided by
Janus Capital to Idex Management and the terms and conditions under which such
services will be rendered.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, the parties hereto agree as follows:
1. Services of Janus Capital. Janus Capital shall act as investment counsel
to Idex Management. In this capacity, Janus Capital shall have the following
responsibilities:
(a) to furnish continuous investment information, advice and
recommendations to Idex Management as to the acquisition, holding or disposition
of any or all of the securities or other assets which the Fund may own or
contemplate acquiring from time to time;
(b) to cause its officers to attend meetings of Idex Management or the Fund
and furnish oral or written reports, as Idex Management may reasonably require,
in order to keep Idex Management and its officers and the Trustees of the Fund
and appropriate officers of the Fund fully informed as to the condition of the
investment portfolio of the Fund, the investment recommendations of Janus
Capital, and the investment considerations which have given rise to those
recommendations;
(c) to furnish such statistical and analytical information and reports as
may reasonably be required by Idex Management from time to time; and
(d) to supervise the purchase and sale of securities as directed by the
appropriate officers of the Fund or of Idex Management.
2. Obligations of Idex Management. Idex Management shall have the following
obligations under this Agreement:
(a) to keep Janus Capital continuously and fully informed as to the
composition of the Fund's investment portfolio and the nature of the Fund's
assets and liabilities from time to time;
(b) to furnish Janus Capital with a certified copy of any financial
statement or report prepared for the Fund by certified or independent public
accountants, and with copies of any financial statements or reports made by the
Fund to its shareholders or to any governmental body or securities exchange;
(c) to furnish Janus Capital with any further materials or information
which Janus Capital may reasonably request to enable it to perform its functions
under this Agreement; and
<PAGE>
(d) to compensate Janus Capital for its services under this Agreement by
the payment of fees equal to (i) 50% of the fees received by Idex Management
pursuant to Section 5 of the Advisory Agreement for services rendered by Idex
Management to the Fund during the term of this Agreement, less (ii) 50% of any
amount reimbursed to the Fund by Idex Management pursuant to the provisions of
Section 7 of the Advisory Agreement. In the event that this Agreement shall be
effective for only part of a period to which any such fee received by Idex
Management is attributable, then an appropriate proration of the fee that would
have been payable hereunder if this Agreement had remained in effect until the
end of such period shall be made, based on the number of calendar days in such
period and the number of calendar days during the period in which this Agreement
was in effect. The fees payable to Janus Capital hereunder shall be payable upon
receipt by Idex Management from the Fund of fees payable to Idex Management
under Section 5 of the Advisory Agreement.
(e) to compensate Janus Capital, in addition to the compensation payable
under paragraph (d) above, as follows: If on December 31 of 1991 and each year
thereafter ("Target Date") the aggregate actual net assets on that date of the
Fund, IDEX Fund, IDEX Fund 3 and IDEX Total Income Trust and any other
registered investment company sponsored by Idex Management, containing the name
IDEX or with respect to which Idex Management acts as investment adviser or
administrator, and to which Janus Capital provides investment advice (the
"Advised Funds") are less that the applicable Target Net Assets specified in
Table 1 below, then Idex Management 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 Idex Management affiliate serving as administrator to the
Fund for the calendar year following such date (the "Administrator").
Table 1
Advised Funds
Target Date Target Net Assets
December 31, 1991 $450 million
December 31, 1992 $700 million
December 31, 1993 $950 million
(and December 31 of each year thereafter)
The Net Fee of the Administrator shall be the fee received by the
Administrator from Idex Management less any reimbursement from the Administrator
in connection with any applicable Fund 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 fees shall be payable to Janus Capital under this paragraph (e) 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) 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).
<PAGE>
3. Treatment of Investment Advice. Idex Management shall treat the
investment information, advice and recommendations of Janus Capital as being
advisory only, and shall determine the extent to which such advice and
recommendations relating to the Fund shall be passed on to the Fund or
incorporated in investment advice by Idex Management relating to the Fund. Idex
Management may direct Janus Capital to furnish its investment information,
advice and recommendations directly to officers or trustees of the Fund.
4. Purchases by Affiliates. Neither Janus Capital nor any of its officers
or Directors shall take a long or short position in the securities issued by the
Fund. This prohibition, however, shall not prevent the purchase from the Fund of
shares issued by the Fund by the officers and Directors of Janus Capital (or
deferred benefit plans established for their benefit) at the current price
available to the public, or at such price with reductions in sales charge as may
be permitted in the Fund's current prospectus in accordance with Section 22(d)
of the Investment Company Act of 1940.
5. Liability of Janus Capital. Janus Capital may rely on information
reasonably believed by it to be accurate and reliable. Except as may otherwise
be provided by the Investment Company Act of 1940, neither Janus Capital nor its
officers, directors, employees or agents shall be subject to any liability to
the Fund or any shareholders of the Fund for any error of judgment, mistake of
law or any loss arising out of any investment or other act or omission in the
course of, connected with or arising out of any service to be rendered
hereunder, except by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of reckless disregard
of its obligations and duties under this Agreement.
6. Compliance With Laws. Janus Capital represents that it is, and will
continue to be throughout the term of this Agreement, an investment adviser
registered under all applicable federal and state laws. In all matters relating
to the performance of this Agreement, Janus Capital will act in conformity with
the Trust's Declaration of Trust, Bylaws, and current prospectus and with the
instructions and direction of Idex Management and the Fund's Trustees, and will
conform to and comply with the Investment Company Act of 1940 and all other
applicable federal or state laws and regulations.
7. Termination. This Agreement shall terminate automatically upon the
termination of the Advisory Agreement. This Agreement may be terminated at any
time, without penalty, by Idex Management or by the Fund by giving 60 days'
written notice of such termination to Janus Capital at its principal place of
business, provided that such termination is approved by the Board of Trustees of
the Fund or by vote of a majority of the outstanding voting securities (as that
phrase is defined in Section 2(a)(42) of the Investment Company Act of 1940, as
amended) of the Fund. This Agreement may be terminated at any time by Janus
Capital by giving 60 days' written notice of such termination to the Fund and
Idex Management at their respective principal places of business.
8. Assignment. This Agreement shall terminate automatically in the event of
any assignment (as that term is defined in Section 2(a)(4) of the Investment
Company Act of 1940, as amended) of this Agreement.
9. Term. This Agreement shall continue in effect, unless sooner terminated
in accordance with its terms, for one year from the date hereof and shall
continue in effect from year to year thereafter only so long as such continuance
is specifically approved at least annually by the vote of a majority of the
Trustees of the Fund who are not parties hereto or interested persons (as that
term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as
amended) of any such party, cast in person at a meeting called for the purpose
of voting on the approval of the terms of such renewal, and by either the
Trustees of the Fund or the affirmative vote of a majority of the outstanding
voting securities of the Portfolio (as that phrase is defined in Section
2(a)(42) of the Investment Company Act of 1940, as amended).
10. Amendments. This Agreement may be amended only with the approval by the
affirmative vote of a majority of the outstanding voting securities of the
Portfolio (as that phrase is defined in Section 2(a)(42) of the Investment
Company Act of 1940, as amended) and the approval by the vote of a majority of
the Trustees of the Fund who are not parties hereto or interested persons (as
that term is defined in Section 2(a)(19) of the Investment Company Act, as
amended) of any such party, cast in person at a meeting called for the purpose
of voting on the approval of such amendment.
<PAGE>
11. Prior Agreements. This agreement supersedes all prior agreements
between the parties relating to the subject matter hereof, and all such prior
agreements are deemed terminated upon the effectiveness of this agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
Attest: JANUS CAPITAL CORPORATION
/s/ Janice M. Teague /s/ Jack R. Thompson
_______________________________ By: ________________________________
Attest: IDEX MANAGEMENT, INC.
/s/ William H. Geiger /s/ G. John Hurley
_______________________________ By: ________________________________
William H. Geiger, Secretary G. John Hurley
President and Chief Executive Officer
<PAGE>
IDEX SERIES FUND
ON BEHALF OF IDEX VALUE EQUITY PORTFOLIO
INVESTMENT COUNSEL AGREEMENT
This Agreement is entered into as of October 30, 1996, between INTERSECURITIES,
INC., a Delaware corporation (referred to herein as "ISI"), and NWQ Investment
Management Company, Inc., a Massachusetts corporation (referred to herein as
"NWQ").
WHEREAS, ISI entered into a Management and Investment Advisory Agreement
(referred to herein as the "Advisory Agreement"), dated October 30, 1996, with
IDEX Series Fund, a Massachusetts business trust (referred to herein as the
"Fund") on behalf of the IDEX Series Fund Value Equity Portfolio (the
"Portfolio"), under which ISI has agreed, among other things, to act as
investment adviser to the Fund;
WHEREAS, the Advisory Agreement provides that ISI may engage NWQ to furnish
investment information and advice to assist ISI in carrying out its
responsibilities under the Advisory Agreement as investment adviser to the
Portfolio; and
WHEREAS, it is the purpose of this Agreement to express the mutual agreements of
the parties hereto with respect to the services to be provided by NWQ to ISI and
the terms and conditions under which such services will be rendered.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, the parties hereto agree as follows:
1. Services of NWQ. NWQ shall act as investment counsel to ISI. In this
capacity, NWQ shall have the following responsibilities:
(a) to furnish continuous investment information, advice and
recommendations to ISI as to the acquisition, holding or disposition of any or
all of the securities or other assets which the Portfolio may own or contemplate
acquiring from time to time;
(b) to cause its officers to attend meetings of ISI or the Fund and furnish
oral or written reports, as ISI may reasonably require, in order to keep ISI and
its officers and the Trustees of the Fund and appropriate officers of the Fund
fully informed as to the condition of the investment portfolio of the Portfolio,
the investment recommendations of NWQ, and the investment considerations which
have given rise to those recommendations;
(c) to furnish such statistical and analytical information and reports as
may reasonably be required by ISI from time to time; and
(d) to supervise the purchase and sale of securities as directed by the
appropriate officers of the Fund or of ISI.
2. Obligations of ISI. ISI shall have the following obligations under this
Agreement:
(a) to keep NWQ continuously and fully informed as to the composition of
the Portfolio's investment portfolio and the nature of the Portfolio's assets
and liabilities from time to time;
(b) to furnish NWQ with a certified copy of any financial statement or
report prepared for the Portfolio by certified or independent public
accountants, and with copies of any financial statements or reports made by the
Fund to its shareholders or to any governmental body or securities exchange;
(c) to furnish NWQ with copies of the Fund's Declaration of Trust, By-laws,
and current registration statement and any amendments thereto applicable to the
Portfolio, together with any further materials or information which NWQ may
reasonably request to enable it to perform its functions under this Agreement;
and
-1-
<PAGE>
(d) to compensate NWQ for its services under this Agreement by the payment
of fees equal to (i) 40% of the fees received by ISI pursuant to Section 6 of
the Advisory Agreement for services rendered by ISI to the Portfolio during the
term of this Agreement, less (ii) 40% of any amount reimbursed to the Portfolio
by ISI pursuant to the provisions of Section 8 of the Advisory Agreement. In the
event that this Agreement shall be effective for only part of a period to which
any such fee received by ISI is attributable, then an appropriate proration of
the fee that would have been payable hereunder if this Agreement had remained in
effect until the end of such period shall be made, based on the number of
calendar days in such period and the number of calendar days during the period
in which this Agreement was in effect. The fees payable to NWQ hereunder shall
be payable upon receipt by ISI from the Portfolio of fees payable to ISI under
Section 5 of the Advisory Agreement.
3. Treatment of Investment Advice. ISI shall treat the investment
information, advice and recommendations of NWQ as being advisory only, and shall
determine the extent to which such advice and recommendations shall be passed on
to the Portfolio or incorporated in investment advice by ISI to the Portfolio.
ISI may direct NWQ to furnish its investment information, advice and
recommendations directly to officers or Trustees of the Fund.
4. Purchases by Affiliates. Neither NWQ nor any of its officers or
Directors shall take a long or short position in the securities issued by the
Fund. This prohibition, however, shall not prevent the purchase from the Fund of
shares issued by the Fund by the officers and Directors of NWQ (or deferred
benefit plans established for their benefit) at the current price available to
the public, or at such price with reductions in sales charge as may be permitted
in the Fund's current prospectus in accordance with Section 22(d) of the
Investment Company Act of 1940.
5. Liability of NWQ NWQ may rely on information reasonably believed by it
to be accurate and reliable. Except as may otherwise be provided by the
Investment Company Act of 1940, neither NWQ nor its officers, directors,
employees or agents shall be subject to any liability to the Fund or any
shareholders of the Fund for any error of judgment, mistake of law or any loss
arising out of any investment or other act or omission in the course of,
connected with or arising out of any service to be rendered hereunder, except by
reason of willful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of reckless disregard of its obligations and duties
under this Agreement.
6. Compliance With Laws. NWQ represents that it is, and will continue to be
throughout the term of this Agreement, an investment adviser registered under
all applicable federal and state laws. In all matters relating to the
performance of this Agreement, NWQ will act in conformity with the Fund's
Declaration of Trust, Bylaws, and current registration statement applicable to
the Portfolio and with the instructions and direction of ISI and the Fund's
Trustees, and will conform to and comply with the Investment Company Act of
1940, as amended (the "1940 Act") and all other applicable federal or state laws
and regulations.
7. Termination. This Agreement shall terminate automatically upon the
termination of the Advisory Agreement. This Agreement may be terminated at any
time, without penalty, by ISI or by the Fund by giving 60 days' written notice
of such termination to NWQ at its principal place of business, provided that
such termination is approved by the Board of Trustees of the Fund or by vote of
a majority of the outstanding voting securities (as that phrase is defined in
Section 2(a)(42) of the 1940 Act) of the Fund. This Agreement may be terminated
at any time by NWQ. by giving 60 days' written notice of such termination to the
Fund and ISI at their respective principal places of business.
8. Assignment. This Agreement shall terminate automatically in the event of
any assignment (as that term is defined in Section 2(a)(4) and the rules
thereunder of the 1940 Act) of this Agreement.
9. Term. This Agreement shall continue in effect, unless sooner terminated
in accordance with its terms, for an initial term ending April 22, 1998, and
shall continue in effect from year to year thereafter only so long as such
continuance is specifically approved at least annually by the vote of a majority
of the Trustees of the Fund who are not parties hereto or interested persons (as
the term is defined in Section 2(a)(19) of the 1940 Act) of any such party, cast
in person at a meeting called for the purpose of voting on the approval of the
terms of such renewal, and by either the Trustees of the Fund or the affirmative
vote of a majority of the outstanding voting securities of the Fund (as that
phrase is defined in Section 2(a)(42) of the 1940 Act).
-2-
<PAGE>
10. Amendments. This Agreement may be amended only with the approval by the
affirmative vote of a majority of the outstanding voting securities of the
Portfolio (as that phrase is defined in Section 2(a)(42) of the 1940 Act) and
the approval by the vote of a majority of the Trustees of the Fund who are not
parties hereto or interested persons (as that term is defined in Section
2(a)(19) of the 1940 Act) of any such party, cast in person at a meeting called
for the purpose of voting on the approval of such amendment, unless otherwise
permitted in accordance with the 1940 Act.
11. Prior Agreements. This Agreement supersedes all prior agreements
between the parties relating to the subject matter hereof, and all such prior
agreements are deemed terminated upon the effectiveness of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
ATTEST: NWQ INVESTMENT MANAGEMENT
COMPANY, INC.
/s/ Mary Gene Slaven /s/ David A. Polak, CFA
__________________________ By: __________________________
Secretary itle: President
ATTEST: INTERSECURITIES, INC.
/s/ William H. Geiger /s/ G. John Hurley
__________________________ By: __________________________
William H. Geiger, Secretary G. John Hurley
President and Chief Executive Officer
-3-
<PAGE>
IDEX II SERIES FUND
ON BEHALF OF IDEX II EQUITY-INCOME PORTFOLIO
INVESTMENT COUNSEL AGREEMENT
This Agreement is entered into as of September 30, 1994, between
INTERSECURITIES, INC., a Delaware corporation (referred to herein as "ISI"), and
LUTHER KING CAPITAL MANAGEMENT CORPORATION, a Delaware corporation (referred to
herein as "Luther King").
WHEREAS, ISI entered into a Management and Investment Advisory Agreement
(referred to herein as the "Advisory Agreement"), dated as of September 30, 1994
with IDEX II Series Fund, a Massachusetts business trust (referred to herein as
the "Fund") on behalf of the IDEX II Series Fund Equity-Income Portfolio (the
"Portfolio"), under which ISI has agreed, among other things, to act as
investment adviser to the Portfolio.
WHEREAS, the Advisory Agreement provides that ISI may engage Luther King to
furnish investment information and advice to assist ISI in carrying out its
responsibilities under the Advisory Agreement as investment adviser to the
Portfolio.
WHEREAS, it is the purpose of this Agreement to express the mutual
agreements of the parties hereto with respect to the services to be provided by
Luther King to ISI and the terms and conditions under which such services will
be rendered.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, the parties hereto agree as follows:
1. Services of Luther King. Luther King shall act as investment counsel to
ISI. In this capacity, Luther King shall have the following responsibilities:
(a) to furnish continuous investment information, advice and
recommendations to ISI as to the acquisition, holding or disposition of any or
all of the securities or other assets which the Portfolio may own or contemplate
acquiring from time to time;
(b) to cause its officers to attend meetings of ISI or the Fund and furnish
oral or written reports, as ISI may reasonably require, in order to keep ISI and
its officers and the Trustees of the Fund and appropriate officers of the Fund
fully informed as to the condition of the investment Portfolio of the Portfolio,
the investment recommendations of Luther King, and the investment considerations
which have given rise to those recommendations;
(c) to furnish such statistical and analytical information and reports as
may reasonably be required by ISI from time to time;
(d) to supervise the purchase and of securities as directed by the
appropriate officers of the Fund or of ISI.
2. Obligations of ISI. ISI shall have the following obligations under this
Agreement:
(a) to keep Luther King continuously and fully informed as to the
composition of the Portfolio's investment portfolio and the nature of the
Portfolio's assets and liabilities from time to time;
(b) to furnish Luther King with a certified copy of any financial statement
or report prepared for the Portfolio by certified or independent public
accountants, and with copies of any financial statements or reports made by the
Fund to its shareholders or to any governmental body or securities exchange;
(c) to furnish Luther King with any further materials or information which
Luther King may reasonably request to enable it to perform its functions under
this Agreement; and
<PAGE>
(d) to compensate Luther King for its services under this Agreement by the
payment of fees equal to 40% of the fees received by ISI pursuant to Section 6
of the Advisory Agreement for services rendered by ISI to the Portfolio during
the term of this Agreement, less (ii) 40% of any amount reimbursed to the
Portfolio by ISI pursuant to the provisions of Section 8 of the Advisory
Agreement. In the event that this Agreement shall be effective for only part of
a period to which any such fee received by ISI is attributable, then an
appropriate proration of the fee that would have been payable hereunder if this
Agreement had remained in effect until the end of such period shall be made,
based on the number of calendar days in such period and the number of calendar
days during the period in which this Agreement was in effect. The fees payable
to Luther King hereunder shall be payable upon receipt by ISI from the Portfolio
of fees payable to ISI under Section 5 of the Advisory Agreement.
3. Treatment of Investment Advice. ISI shall treat the investment
information, advice and recommendations of Luther King as being advisory only,
and shall determine the extent to which such advice and recommendations shall be
passed on to the Portfolio or incorporated in investment advice by ISI relating
to the Portfolio. ISI may direct Luther King to furnish its investment
information, advice and recommendations directly to officers or Trustees of the
Fund.
4. Purchases by Affiliates. Neither Luther King nor any of its officers or
Directors shall take a long or short position in the securities issued by the
Fund. This prohibition, however, shall not prevent the purchase from the Fund of
shares issued by the Fund by the officers and Directors of Luther King (or
deferred benefit plans established for their benefit) at the current price
available to the public, or at such price with reductions in sales charge as may
be permitted in the Fund's current prospectus in accordance with Section 22(d)
of the Investment Company Act of 1940.
5. Liability of Luther King. Luther King may rely on information reasonably
believed by it to be accurate and reliable. Except as may otherwise be provided
by the Investment Company Act of 1940, neither Luther King nor its officers,
directors, employees or agents shall be subject to any liability to the Fund or
any shareholders of the Fund for any error of judgment, mistake of law or any
loss arising out of any investment or other act or omission in the course of,
connected with or arising out of any service to be rendered hereunder, except by
reason of willful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of reckless disregard of its obligations and duties
under this Agreement.
6. Compliance With Laws. Luther King represents that it is, and will
continue to be throughout the term of this Agreement, an investment adviser
registered under all applicable federal and state laws. In all matters relating
to the performance of this Agreement, Luther King will act in conformity with
the Fund's Declaration of Trust, Bylaws, and current prospectus and with the
instructions and direction of ISI and the Fund's Trustees, and will conform to
and comply with the 1940 Act and all other applicable federal or state laws and
regulations.
7. Termination. This Agreement shall terminate automatically upon the
termination of the Advisory Agreement. This Agreement may be terminated at any
time, without penalty, by ISI or by the Fund by giving 60 days' written notice
of such termination to Luther King at its principal place of business, provided
that such termination is approved by the Board of Trustees of the Fund or by
vote of a majority of the outstanding voting securities (as that phrase is
defined in Section 2(a)(42) of the 1940 Act) of the Fund. This Agreement may be
terminated at any time by Luther King by giving 60 days' written notice of such
termination to the Fund and ISI at their respective principal places of
business.
8. Assignment. This Agreement shall terminate automatically in the event of
any assignment (as that term is defined in Section 2(a)(4) of the 1940 Act) of
this Agreement.
9. Term. This Agreement shall continue in effect, unless sooner terminated
in accordance with its terms, for one year from the date hereof and shall
continue in effect from year to year thereafter only so long as such continuance
is specifically approved at least annually by the vote of a majority of the
Trustees of the Fund who are not parties hereto or interested persons (as the
term is defined in Section 2(a)(19) of the 1940 Act) of any such party, cast in
person at a meeting called for the purpose of voting on the approval of the
terms of such renewal, and by either the Trustees of the Fund or the affirmative
vote of a majority of the outstanding voting securities of the Fund (as that
phrase is defined in Section 2(a)(42) of the 1940 Act).
- 2 -
<PAGE>
10. Amendments. This Agreement may be amended only with the approval by the
affirmative vote of a majority of the outstanding voting securities (as that
phrase is defined in Section 2(a)(42) of the 1940 Act) and the approval by the
vote of a majority of the Trustees of the Fund who are not parties hereto or
interested persons (as that term is defined in Section 2(a)(19) of the 1940 Act)
of any such party, cast in person at a meeting called for the purpose of voting
on the approval of such amendment.
11. Prior Agreements. This Agreement supersedes all prior agreements
between the parties relating to the subject matter hereof, and all such prior
agreements are deemed terminated upon the effectiveness of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
ATTEST: LUTHER KING CAPITAL MANAGEMENT
CORPORATION
/s/ Barbara Garcia /s/ Luther King
__________________________ BY:___________________________________
Secretary Title: President
ATTEST: INTERSECURITIES, INC.
/s/ William H. Geiger /s/ John R. Kenney
__________________________ BY:___________________________________
William H. Geiger, Secretary John R. Kenney
Chairman of the Board
- 3 -
<PAGE>
IDEX II SERIES FUND
ON BEHALF OF IDEX II BALANCED PORTFOLIO
INVESTMENT COUNSEL AGREEMENT
This Agreement is entered into as of September 30, 1994 between IDEX
MANAGEMENT, INC., a Delaware corporation (referred to herein as "Idex
Management"), and JANUS CAPITAL CORPORATION, a Colorado corporation (referred to
herein as "Janus Capital").
WHEREAS, Idex Management entered into a Management and Investment Advisory
Agreement (referred to herein as the "Advisory Agreement"), dated September 30,
1994 with IDEX II Series Fund, a Massachusetts business trust (referred to
herein as the "Fund") on behalf of the IDEX II Series Fund Balanced Portfolio
(the "Portfolio"), under which Idex Management has agreed, among other things,
to act as investment adviser to the Portfolio.
WHEREAS, the Advisory Agreement provides that Idex Management may engage
Janus Capital to furnish investment information and advice to assist Idex
Management in carrying out its responsibilities under the Advisory Agreement as
investment adviser to the Portfolio.
WHEREAS, it is the purpose of this Agreement to express the mutual
agreements of the parties hereto with respect to the services to be provided by
Janus Capital to Idex Management and the terms and conditions under which such
services will be rendered.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, the parties hereto agree as follows:
1. Services of Janus Capital. Janus Capital shall act as investment counsel
to Idex Management with respect to the Portfolio. In this capacity, Janus
Capital shall have the following responsibilities:
(a) to furnish continuous investment information, advice and
recommendations to Idex Management as to the acquisition, holding or disposition
of any or all of the securities or other assets which the Portfolio may own or
contemplate acquiring from time to time;
(b) to cause its officers to attend meetings of Idex Management or the Fund
and furnish oral or written reports, as Idex Management may reasonably require,
in order to keep Idex Management and its officers and the Trustees of the Fund
and appropriate officers of the Fund fully informed as to the condition of the
investment portfolio of the Portfolio, the investment recommendations of Janus
Capital, and the investment considerations which have given rise to those
recommendations;
(c) to furnish such statistical and analytical information and reports as
may reasonably be required by Idex Management from time to time; and
(d) to supervise the purchase and sale of securities as directed by the
appropriate officers of the Fund or of Idex Management.
2. Obligations of Idex Management. Idex Management shall have the following
obligations under this Agreement:
(a) to keep Janus Capital continuously and fully informed as to the
composition of the Portfolio's investment portfolio and the nature of the
Portfolio's assets and liabilities from time to time;
(b) to furnish Janus Capital with a certified copy of any financial
statement or report prepared for the Portfolio by certified or independent
public accountants, and with copies of any financial statements or reports made
by the Portfolio to is shareholders or to any governmental body or securities
exchange;
(c) to furnish Janus Capital with any further materials or information
which Janus Capital may reasonably request to enable it to perform its functions
under this Agreement;
- 1 -
<PAGE>
(d) to compensate Janus Capital for its services under this Agreement by
the payment of fees equal to (i) 50% of the fees received by Idex Management
pursuant to Section 6 of the Advisory Agreement for services rendered by Idex
Management to the Portfolio during the term of this Agreement, less (ii) 50% of
any amount reimbursed to the Portfolio by Idex Management pursuant to the
provisions of Section 4 (d) of the Advisory Agreement. In the event that this
Agreement shall be effective for only part of a period to which any such fee
received by Idex Management is attributable, then an appropriate proration of
the fee that would have been payable hereunder if this Agreement had remained in
effect until the end of such period shall be made, based on the number of
calendar days in such period and the number of calendar days during the period
in which this Agreement was in effect. The fees payable to Janus Capital
hereunder shall be payable upon receipt by Idex Management from the Portfolio of
fees payable to Idex Management under Section 6 of the Advisory Agreement; and
(e) to compensate Janus Capital, in addition to the compensation payable
under paragraph (d) above, as follows: If on December 31 of 1994 and each year
thereafter ("Target Date") the aggregate actual net assets on that date of the
Portfolio, any other Portfolios of the Fund with respect to which Idex
Management acts as investment advisor, IDEX Fund and IDEX Fund 3 and any other
registered investment company sponsored by Idex Management, containing the name
IDEX or with respect to which Idex Management 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 Idex Management 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 Idex Management affiliate serving as administrator to the
Fund for the calendar year following such date (the "Administrator").
Table 1
Advised Funds
Target Date Target Net Assets
December 31, 1994 (and $950 million
December 31 of each
year thereafter)
The Net Fee of the Administrator shall be the fee received by the
Administrator from Idex Management less any reimbursement from the Administrator
in connection with any applicable Fund 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 fees shall be payable to Janus Capital under this paragraph (e) 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) 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).
- 2 -
<PAGE>
3. Treatment of Investment Advice. Idex Management shall treat the
investment information, advice and recommendations of Janus Capital as being
advisory only, and shall determine the extent to which such advice and
recommendations shall be passed on to the Fund or incorporated in investment
advice by Idex Management to the Fund. Idex Management may direct Janus Capital
to furnish its investment information, advice and recommendations directly to
officers or Trustees of the Fund.
4. Purchases by Affiliates. Neither Janus Capital nor any of its officers
or Directors shall take a long or short position in the securities issued by the
Fund. This prohibition, however, shall not prevent the purchase from the Fund of
shares issued by the Fund by the officers and Directors of Janus Capital (or
deferred benefit plans established for their benefit) at the current price
available to the public, or at such price with reductions in sales charge as may
be permitted in the Fund's current prospectus in accordance with Section 22(d)
of the Investment Company Act of 1940, as amended (the" 1940 Act").
5. Liability of Janus Capital. Janus Capital may rely on information
reasonably believed by it to be accurate and reliable. Except as may otherwise
be provided by the 1940 Act, neither Janus Capital nor its officers, directors,
employees or agents shall be subject to any liability to the Fund or any
shareholders of the Fund for any error of judgment, mistake of law or any loss
arising out of any investment or other act or omission in the course of,
connected with or arising out of any service to be rendered hereunder, except by
reason of willful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of reckless disregard of its obligations and duties
under this Agreement.
6. Compliance With Laws. Janus Capital represents that it is, and will
continue to be throughout the term of this Agreement, an investment adviser
registered under all applicable federal and state laws. In all matters relating
to the performance of this Agreement, Janus Capital will act in conformity with
the Fund's Declaration of Trust, Bylaws, and current prospectus and with the
instructions and direction of Idex Management and the Fund's Trustees, and will
conform to and comply with the 1940 Act and all other applicable federal or
state laws and regulations.
7. Termination. This Agreement shall terminate automatically upon the
termination of the Advisory Agreement. This Agreement may be terminated at any
time, without penalty, by Idex Management or by the Fund by giving 60 days'
written notice of such termination to Janus Capital at its principal place of
business, provided that such termination is approved by the Board of Trustees of
the Fund or by vote of a majority of the outstanding voting securities (as that
phrase is defined in Section 2(a)(42) of the 1940 Act) of the Fund. This
Agreement may be terminated at any time by Janus Capital by giving 60 days'
written notice of such termination to the Fund and Idex Management at their
respective principal places of business.
8. Assignment. This Agreement shall terminate automatically in the event of
any assignment (as that term is defined in Section 2(a)(4) of the 1940 Act) of
this Agreement.
9. Term. This Agreement shall continue in effect, unless sooner terminated
in accordance with its terms, for one year from the date hereof and shall
continue in effect from year to year thereafter only so long as such continuance
is specifically approved at least annually by the vote of a majority of the
Trustees of the Fund who are not parties hereto or interested persons (as that
term is defined in Section 2(a)(19) of the 1940 Act) of any such party, cast in
person at a meeting called for the purpose of voting on the approval of the
terms of such renewal, and by either the Trustees of the Fund or the affirmative
vote of a majority of the outstanding voting securities of the Fund (as that
phrase is defined in Section 2(a)(42) of the 1940 Act).
10. Amendments. This Agreement may be amended only with the approval by the
affirmative vote of a majority of the outstanding voting securities (as that
phrase is defined in Section 2(a)(42) of the 1940 Act) and the approval by the
vote of a majority of the Trustees of the Fund who are not parties hereto or
interested persons (as that term is defined in Section 2(a)(19) of the 1940 Act)
of any such party, cast in person at a meeting called for the purpose of voting
on the approval of such amendment.
11. Prior Agreements. This agreement supersedes all prior agreements
between the parties relating to the subject matter hereof, and all such prior
agreements are deemed terminated upon the effectiveness of this agreement.
- 3 -
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
ATTEST: JANUS CAPITAL CORPORATION
/s/ Jack R. Thompson
Executive Vice President
______________________________ By: ____________________________________
ATTEST: IDEX MANAGEMENT, INC.
/s/ William H. Geiger /s/ G. John Hurley
_____________________________ By: ____________________________________
William H. Geiger, Secretary G. John Hurley
President and Chief Executive Officer
- 4 -
<PAGE>
IDEX II SERIES FUND
INVESTMENT COUNSEL AGREEMENT
for the IDEX II Flexible Income Portfolio Series
This Agreement is entered into as of August 5, 1993, between Idex
Management, Inc., a Delaware corporation (referred to herein as "Idex
Management"), and Janus Capital Corporation, a Colorado corporation (referred to
herein as "Janus Capital"), to provide certain investment counsel services to a
certain series of shares of beneficial interest in the IDEX II Series Fund,
namely, IDEX II Flexible Income Portfolio (the "Portfolio").
WHEREAS, Idex Management entered into a Management and Investment Advisory
Agreement (referred to herein as the "Advisory Agreement"), dated August 5,
1993, with IDEX II Series Fund, a Massachusetts business trust (referred to
herein as the "Trust"), under which Idex Management has agreed, among other
things, to act as investment adviser to the Portfolio.
WHEREAS, the Advisory Agreement provides that Idex Management may engage
Janus Capital to furnish investment information and advice to assist Idex
Management in carrying out its responsibilities under the Advisory Agreement as
investment adviser to the Portfolio; and
WHEREAS, it is the purpose of this Agreement to express the mutual
agreements of the parties hereto with respect to the services to be provided by
Janus Capital to Idex Management and the terms and conditions under which such
services will be rendered.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, the parties hereto agree as follows:
1. Services of Janus Capital. Janus Capital shall act as investment counsel
to Idex Management with respect to the Portfolio. In this capacity, Janus
Capital shall have the following responsibilities:
(a) to furnish continuous investment information, advice and
recommendations to Idex Management as to the acquisition, holding or disposition
of any or all of the securities or other assets which the Portfolio may own or
contemplate acquiring from time to time consistent with the Trust's Declaration
of Trust and the investment objectives and policies adopted and declared by the
Trust's Board of Trustees and stated in the Portfolio's current Prospectus;
(b) to cause the officers of Janus Capital to attend meetings of Idex
Management or the Trust and furnish oral or written reports, as Idex Management
may reasonably require, in order to keep Idex Management and its officers and
the Trustees and appropriate officers of the Trust fully informed as to the
condition of the investment portfolio of the Portfolio, the investment
recommendations of Janus Capital, and the investment considerations which have
given rise to those recommendations;
<PAGE>
(c) to furnish such statistical and analytical information and reports as
may reasonably be required by Idex Management from time to time; and (d) to
supervise the purchase and sale of securities as directed by the appropriate
officers of the Trust or of Idex Management. In placing the Portfolio's
securities transactions, Janus Capital shall comply with Section 8 of the
Advisory Agreement.
2. Obligations of Idex Management. Idex Management shall have the following
obligations under this Agreement:
(a) to keep Janus Capital continuously and fully informed as to the
composition of the Portfolio's investment portfolio and the nature of the
Portfolio's assets and liabilities from time to time;
(b) to furnish Janus Capital with a certified copy of any financial
statement or report prepared for the Trust with respect to the Portfolio by
certified or independent public accountants, and with copies of any financial
statements or reports made by the Trust to shareholders of the Portfolio or to
any governmental body or securities exchange;
(c) to furnish Janus Capital with any further materials or information
which Janus Capital may reasonably request to enable it to perform its functions
under this Agreement; and
(d) to compensate Janus Capital for its services under this Agreement by
the payment of fees equal to (i) 50% of the fees received by Idex Management for
services rendered under the Advisory Agreement by Idex Management to the
Portfolio during the term of this Agreement, less (ii) 50% of any expense
limitation reimbursement made by Idex Management to the Portfolio. In the event
that this Agreement shall be effective for only part of a period to which any
such fee received by Idex Management is attributable, then an appropriate
proration of the fee that would have been payable hereunder if this Agreement
had remained in effect until the end of such period shall be made, based on the
number of calendar days in such period and the number of calendar days during
the period in which this Agreement was in effect. The fees payable to Janus
Capital hereunder shall be payable upon receipt by Idex Management from the
Portfolio of advisory fees payable to Idex Management under the Advisory
Agreement.
(e) to compensate Janus Capital, in addition to the compensation payable
under paragraph (d) above, as follows: If on December 31 of 1993 and each year
thereafter ("Target Date") the aggregate actual net assets on that date of the
Trust, IDEX Fund, IDEX Fund 3 and any other registered investment company
sponsored by Idex Management, containing the name IDEX or with respect to which
Idex Management acts as investment adviser or administrator, and to which Janus
Capital provides investment advice (the "Advised Funds") are less that the
applicable Target Net Assets specified in Table 1 below, then Idex Management
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 Idex Management
affiliate serving as administrator to the Fund for the calendar year following
such date (the "Administrator").
<PAGE>
Table 1
Advised Funds
Target Date Target Net Assets
December 31, 1993 (and $950 million
December 31 of each
year thereafter)
The Net Fee of the Administrator shall be the fee received by the
Administrator from Idex Management less any reimbursement from the Administrator
in connection with any applicable Fund 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 fees shall be payable to Janus Capital under this paragraph (e) 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) 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).
3. Treatment of Investment Advice. Idex Management shall treat the
investment information, advice and recommendations of Janus Capital as being
advisory only, and shall determine the extent to which such advice and
recommendations relating to the Portfolio shall be passed on to the Trust or
incorporated in investment advice by Idex Management relating to the Portfolio.
Idex Management may direct Janus Capital to furnish its investment information,
advice and recommendations directly to officers or trustees of the Trust.
4. Purchases by Affiliates. Neither Janus Capital nor any of its officers
or Directors shall take a long or short position in the securities issued by the
Portfolio. This prohibition, however, shall not prevent the purchase from the
Portfolio of shares issued by the Portfolio by the officers and Directors of
Janus Capital (or deferred benefit plans established for their benefit) at the
current price available to the public, or at such price with reductions in sales
charge as may be permitted in the
<PAGE>
Portfolio's current prospectus in accordance with Section 22(d) of the
Investment Company Act of 1940.
5. Liability of Janus Capital. Janus Capital may rely on information
reasonably believed by it to be accurate and reliable. Except as may otherwise
be provided by the Investment Company Act of 1940, as amended (the "1940 Act"),
neither Janus Capital nor its officers, directors, employees or agents shall be
subject to any liability to the Trust or any shareholders of the Portfolio for
any error of judgment, mistake of law or any loss arising out of any investment
or other act or omission in the course of, connected with or arising out of any
service to be rendered hereunder, except by reason of willful misfeasance, bad
faith or gross negligence in the performance of its duties or by reason of
reckless disregard of its obligations and duties under this Agreement.
6. Compliance With Laws. Janus Capital represents that it is, and will
continue to be throughout the term of this Agreement, an investment adviser
registered under all applicable federal and state laws. In all matters relating
to the performance of this Agreement, Janus Capital will act in conformity with
the Trust's Declaration of Trust, Bylaws, and current registration statement
applicable to the Portfolio and with the instructions and direction of Idex
Management and the Trust's Board of Trustees, and will conform to and comply
with the 1940 Act and all other applicable federal or state laws and
regulations.
7. Termination. This Agreement shall terminate automatically upon the
termination of the Advisory Agreement. This Agreement may be terminated at any
time, without penalty, by Idex Management or by the Trust by giving 60 days'
written notice of such termination to Janus Capital at its principal place of
business, provided that such termination is approved by the Board of Trustees of
the Trust or by vote of a majority of the outstanding voting securities (as that
phrase is defined in Section 2(a)(42) of the 1940 Act) of the Portfolio. This
Agreement may be terminated at any time by Janus Capital by giving 60 days'
written notice of such termination to the Trust and Idex Management at their
respective principal places of business.
8. Assignment. This Agreement shall terminate automatically in the event of
any assignment (as that term is defined in Section 2(a)(4) of the 1940 Act) of
this Agreement.
9. Term. This Agreement shall continue in effect, unless sooner terminated
in accordance with its terms, for an initial term ending April 22, 1994 and
shall continue in effect from year to year thereafter only so long as such
continuance is specifically approved at least annually by the vote of a majority
of the Trustees of the Trust who are not parties hereto or interested persons
(as that term is defined in Section 2(a)(19) of the 1940 Act) of any such party,
cast in person at a meeting called for the purpose of voting on the approval of
the terms of such renewal, and by either the Trustees of the Trust or the
affirmative vote of a majority of the outstanding voting securities of the
Portfolio (as that phrase is defined in Section 2(a)(42) of the 1940 Act).
10. Amendments. This Agreement may be amended only with the approval by the
affirmative vote of a majority of the outstanding voting securities of the
Portfolio (as that phrase is defined in Section 2(a)(42) of the 1940 Act) and
the approval by the vote of a majority of the Trustees of the Trust who are not
parties hereto or interested persons (as that term is defined in
<PAGE>
Section 2(a) (19) of the 1940 Act) of any such party, cast in person at a
meeting called for the purpose of voting on the approval of such amendment.
11. Prior Agreements. This Agreement supersedes all prior agreements
between the parties relating to the subject matter hereof, and all such prior
agreements are deemed terminated upon the effectiveness of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
Attest: JANUS CAPITAL CORPORATION
/s/ Janice M. Teague /s/ Jack R. Thompson
__________________________ By: __________________________
Attest: IDEX MANAGEMENT, INC.
/s/ William H. Geiger /s/ G. John Hurley
__________________________ By: __________________________
William H. Geiger, Secretary G. John Hurley
President and Chief
Executive Officer
<PAGE>
IDEX II SERIES FUND
INVESTMENT COUNSEL AGREEMENT
FOR THE IDEX II HIGH YIELD PORTFOLIO SERIES
This Agreement is entered into as of April 22, 1992 by and between
InterSecurities, Inc., a Delaware corporation (referred to herein as
"InterSecurities"), and MidAmerica Management Corporation, an Iowa corporation
(referred to herein as the "Sub-Adviser"), to provide certain investment counsel
services to a certain series of shares of beneficial interest in the Trust,
namely IDEX II High Yield Portfolio (the "Portfolio").
WHEREAS, InterSecurities entered into a Management and Investment Advisory
Agreement (referred to herein as the "Advisory Agreement"), dated April 22, 1992
with IDEX II Series Fund, a Massachusetts business trust (referred to herein as
the "Trust"), under which InterSecurities has agreed, among other things, to act
as investment adviser to the Portfolio;
WHEREAS, the Advisory Agreement provides that InterSecurities may engage
the Sub-Adviser to furnish investment information and advice to assist
InterSecurities in carrying out its responsibilities under the Advisory
Agreement as investment adviser to the Portfolio; and
WHEREAS, it is the purpose of this Agreement to express the mutual
agreements of the parties hereto with respect to the services to be provided by
the Sub-Adviser to InterSecurities with respect to the Portfolio and the terms
and conditions under which such services will be rendered.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, the parties hereto agree as follows:
1. SERVICES OF THE SUB-ADVISER. The Sub-Adviser shall act as investment
counsel to InterSecurities with respect to the Portfolio. In this capacity, the
Sub-Adviser shall have the following responsibilities:
(a) to furnish continuous investment information, advice and
recommendations to InterSecurities as to the acquisition, holding or disposition
of any or all of the securities or other assets which the Portfolio may own or
contemplate acquiring from time to time;
(b) to cause the officers of the Sub-Adviser to attend meetings of
InterSecurities or the Trust and furnish oral or written reports, as
InterSecurities may reasonably require, in order to keep InterSecurities and its
officers and the Trustees of the Trust and appropriate officers of the Trust
fully informed as to the condition of the investment portfolio of the Portfolio,
the investment recommendations of the Sub-Adviser, and the investment
considerations which have given rise to those recommendations;
(c) to furnish such statistical and analytical information and reports as
may reasonably be required by InterSecurities from time to time; and
(d) to supervise the purchase and sale of securities as directed by the
appropriate officers of the Trust or of InterSecurities.
2. OBLIGATIONS OF INTERSECURITIES. InterSecurities shall have the following
obligations under this Agreement:
(a) to furnish the Sub-Adviser with a certified copy of any financial
statement or report prepared for the Trust with respect to the Portfolio by
certified or independent public accountants, and with copies of any financial
statements or reports made by the Trust to shareholders of the Portfolio or to
any governmental body or securities exchange;
1
<PAGE>
(b) to furnish the Sub-Adviser with any further materials or information
which the Sub-Adviser may reasonably request to enable it to perform its
functions under this Agreement; and
(c) to compensate the Sub-Adviser for its services under this Agreement by
the payment of fees equal to (i) 50% of the fees received by InterSecurities for
services rendered under the Advisory Agreement by InterSecurities to the
Portfolio during the term of this Agreement, less (ii) 50% of any expense
limitation reimbursement or other reimbursement made by InterSecurities to the
Portfolio. In the event that this Agreement shall be effective for only part of
a period to which any such fee received by InterSecurities is attributable, then
an appropriate proration of the fee that would have been payable hereunder if
this Agreement had remained in effect until the end of such period shall be
made, based on the number of calendar days in such period and the number of
calendar days during the period in which this Agreement was in effect. The fees
payable to the Sub-Adviser hereunder shall be payable upon receipt by
InterSecurities from the Portfolio of advisory fees payable to InterSecurities.
3. TREATMENT OF INVESTMENT ADVICE. InterSecurities shall treat the
investment information, advice and recommendations of the Sub-Adviser as being
advisory only, and shall determine the extent to which such advice and
recommendations relating to the Portfolio shall be passed on to the Trust or
incorporated in investment advice by InterSecurities relating to the Portfolio.
InterSecurities may direct the Sub-Adviser to furnish its investment
information, advice and recommendations directly to officers or trustees of the
Trust.
4. LIABILITY OF THE SUB-ADVISER. The Sub-Adviser may rely on information
reasonably believed by it to be accurate and reliable. Except as may otherwise
be provided by the Investment Company Act of 1940, as amended (the "1940 Act"),
neither the Sub-Adviser nor its officers, directors, employees or agents shall
be subject to any liability to the Trust or any shareholders of the Portfolio
for any error of judgment, mistake of law or any loss arising out of any
investment or other act or omission in the course of, connected with or arising
out of any service to be rendered hereunder, except by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of reckless disregard of its obligations and duties under this
Agreement.
5. COMPLIANCE WITH LAWS. The Sub-Adviser represents that it is, and will
continue to be throughout the term of this Agreement, an investment adviser
registered under all applicable federal and state laws. In all matter relating
to the performance of this Agreement, the Sub-Adviser will act in conformity
with the Trust's Declaration of Trust, Bylaws, and current registration
statement applicable to the Portfolio and with the instructions and direction of
InterSecurities and the Trust's Trustees, and will conform to and comply with
the 1940 Act and all other applicable federal or state laws and regulations.
6. TERMINATION. This Agreement shall terminate automatically upon the
termination of the Advisory Agreement. This Agreement may be terminated at any
time, without penalty, by InterSecurities or by the Trust by giving 60 days'
written notice of such termination to the Sub-Adviser at its principal place of
business, provided that such termination is approved by the Board of Trustees of
the Trust or by vote of a majority of the outstanding voting securities (as that
phrase is defined in Section 2(a)(42) of the 1940 Act) of the Portfolio. This
Agreement may be terminated at any time by the Sub-Adviser by giving 60 days'
written notice of such termination to the Trust and InterSecurities at their
respective principal places of business.
7. ASSIGNMENT. This Agreement shall terminate automatically in the event of
any assignment (as that term is defined in Section 2(a)(4) of the 1940 Act) of
this Agreement.
8. TERM. This Agreement shall continue in effect, unless sooner terminated
in accordance with its terms, for two years from the date hereof and shall
continue in effect from year to year thereafter provided such continuance is
specifically approved at least annually by the vote of a majority of the
Trustees of the Trust who are not parties hereto or interested persons (as that
term is defined in Section 2(a)(19) of the 1940 Act) of any such party, cast in
person at a meeting called for the purpose of voting on the approval of the
terms of such renewal, and by either the Trustees of
2
<PAGE>
the Trust or the affirmative vote of a majority of the outstanding voting
securities of the Portfolio (as that phrase is defined in Section 2(a)(42) of
the 1940 Act).
9. AMENDMENTS. The terms of this Agreement may be amended only with the
approval by the affirmative vote of a majority of the outstanding voting
securities of the Portfolio (as that phrase is defined in Section 2(a)(42) of
the 1940 Act) and the approval by the vote of a majority of the Trustees of the
Trust who are not parties hereto or interested persons (as that term is defined
in Section 2(a)(19) of the 1940 Act) of any such party, cast in person at a
meeting called for the purpose of voting on the approval of such amendment,
unless otherwise permitted in accordance with the 1940 Act.
10. PRIOR AGREEMENTS. This agreement supersedes all prior agreements
between the parties relating to the subject matter hereof, and all such prior
agreements are deemed terminated upon the effectiveness of this agreement.
Attest: MidAmerica Management Corporation
("Sub-Adviser")
/S/ GREGORY W. THEOBALD /S/ DONALD E. FLYNN
_______________________________ By: ________________________________
Gregory W. Theobald Donald E. Flynn
Secretary President
Attest: InterSecurities, Inc., ("InterSecurities")
/S/ WILLIAM H. GEIGER /S/ G. JOHN HURLEY
_______________________________ By: ________________________________
William H. Geiger, Secretary G. John Hurley
President and Chief Executive Officer
3
<PAGE>
ASSIGNMENT
MidAmerica Management Corporation ("MidAmerica") does hereby assign,
transfer and convey, and InterSecurities, Inc., ("ISI") does hereby consent to
the assignment, transfer and conveyance of, effective October 1, 1992, the
Investment Counsel Agreement between MidAmerica and ISI with respect to the IDEX
II High Yield Portfolio of IDEX II Series Fund dated April 22, 1992, to AEGON
USA Investment Management, Inc., which owns 100% of the outstanding stock of
MidAmerica.
Executed this 30th day of September, 1992.
MidAmerica Management Corporation
/S/ DONALD E. FLYNN
By: ________________________________
Donald E. Flynn
Title: President
InterSecurities, Inc.
/S/ G. JOHN HURLEY
By: ________________________________
G. John Hurle
Title: President and Chief Executive Officer
Accepted:
AEGON USA Investment Management, Inc.
/S/ DAVID R. HALFPAP
By: ________________________________
David R. Halfpap
Title: Vice President
4
<PAGE>
IDEX II SERIES FUND
INVESTMENT COUNSEL AGREEMENT
FOR THE IDEX II TAX-EXEMPT PORTFOLIO SERIES
This Agreement is entered into as of April 22, 1992 by and between
InterSecurities, Inc., a Delaware corporation (referred to herein as
"InterSecurities"), and MidAmerica Management Corporation, an Iowa corporation
(referred to herein as the "Sub-Adviser"), to provide certain investment counsel
services to a certain series of shares of beneficial interest in the Trust,
namely IDEX II Tax-Exempt Portfolio (the "Portfolio").
WHEREAS, InterSecurities entered into a Management and Investment Advisory
Agreement (referred to herein as the "Advisory Agreement"), dated April 22, 1992
with IDEX II Series Fund, a Massachusetts business trust (referred to herein as
the "Trust"), under which InterSecurities has agreed, among other things, to act
as investment adviser to the Portfolio;
WHEREAS, the Advisory Agreement provides that InterSecurities may engage
the Sub-Adviser to furnish investment information and advice to assist
InterSecurities in carrying out its responsibilities under the Advisory
Agreement as investment adviser to the Portfolio; and
WHEREAS, it is the purpose of this Agreement to express the mutual
agreements of the parties hereto with respect to the services to be provided by
the Sub-Adviser to InterSecurities with respect to the Portfolio and the terms
and conditions under which such services will be rendered.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, the parties hereto agree as follows:
1. SERVICES OF THE SUB-ADVISER. The Sub-Adviser shall act as investment
counsel to InterSecurities with respect to the Portfolio. In this capacity, the
Sub-Adviser shall have the following responsibilities:
(a) to furnish continuous investment information, advice and
recommendations to InterSecurities as to the acquisition, holding or
disposition of any or all of the securities or other assets which the
Portfolio may own or contemplate acquiring from time to time;
(b) to cause the officers of the Sub-Adviser to attend meetings of
InterSecurities or the Trust and furnish oral or written reports, as
InterSecurities may reasonably require, in order to keep InterSecurities
and its officers and the Trustees of the Trust and appropriate officers of
the Trust fully informed as to the condition of the investment portfolio of
the Portfolio, the investment recommendations of the Sub-Adviser, and the
investment considerations which have given rise to those recommendations;
(c) to furnish such statistical and analytical information and reports
as may reasonably be required by InterSecurities from time to time; and
(d) to supervise the purchase and sale of securities as directed by
the appropriate officers of the Trust or of InterSecurities.
2. OBLIGATIONS OF INTERSECURITIES. InterSecurities shall have the following
obligations under this Agreement:
(a) to furnish the Sub-Adviser with a certified copy of any financial
statement or report prepared for the Trust with respect to the Portfolio by
certified or independent public accountants, and with copies of any
financial statements or reports made by the Trust to shareholders of the
Portfolio or to any governmental body or securities exchange;
1
<PAGE>
(b) to furnish the Sub-Adviser with any further materials or
information which the Sub-Adviser may reasonably request to enable it to
perform its functions under this Agreement; and
(c) to compensate the Sub-Adviser for its services under this
Agreement by the payment of fees equal to (i) 50% of the fees received by
InterSecurities for services rendered under the Advisory Agreement by
InterSecurities to the Portfolio during the term of this Agreement, less
(ii) 50% of any expense limitation reimbursement made by InterSecurities to
the Portfolio. In the event that this Agreement shall be effective for only
part of a period to which any such fee received by InterSecurities is
attributable, then an appropriate proration of the fee that would have been
payable hereunder if this Agreement had remained in effect until the end of
such period shall be made, based on the number of calendar days in such
period and the number of calendar days during the period in which this
Agreement was in effect. The fees payable to the Sub-Adviser hereunder
shall be payable upon receipt by InterSecurities from the Portfolio of
advisory fees payable to InterSecurities.
3. TREATMENT OF INVESTMENT ADVICE. InterSecurities shall treat the
investment information, advice and recommendations of the Sub-Adviser as being
advisory only, and shall determine the extent to which such advice and
recommendations relating to the Portfolio shall be passed on to the Trust or
incorporated in investment advice by InterSecurities relating to the Portfolio.
InterSecurities may direct the Sub-Adviser to furnish its investment
information, advice and recommendations directly to officers or trustees of the
Trust.
4. LIABILITY OF THE SUB-ADVISER. The Sub-Adviser may rely on information
reasonably believed by it to be accurate and reliable. Except as may otherwise
be provided by the Investment Company Act of 1940, as amended (the "1940 Act"),
neither the Sub-Adviser nor its officers, directors, employees or agents shall
be subject to any liability to the Trust or any shareholders of the Portfolio
for any error of judgment, mistake of law or any loss arising out of any
investment or other act or omission in the course of, connected with or arising
out of any service to be rendered hereunder, except by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of reckless disregard of its obligations and duties under this
Agreement.
5. COMPLIANCE WITH LAWS. The Sub-Adviser represents that it is, and will
continue to be throughout the term of this Agreement, an investment adviser
registered under all applicable federal and state laws. In all matter relating
to the performance of this Agreement, the Sub-Adviser will act in conformity
with the Trust's Declaration of Trust, Bylaws, and current registration
statement applicable to the Portfolio and with the instructions and direction of
InterSecurities and the Trust's Trustees, and will conform to and comply with
the 1940 Act and all other applicable federal or state laws and regulations.
6. TERMINATION. This Agreement shall terminate automatically upon the
termination of the Advisory Agreement. This Agreement may be terminated at any
time, without penalty, by InterSecurities or by the Trust by giving 60 days'
written notice of such termination to the Sub-Adviser at its principal place of
business, provided that such termination is approved by the Board of Trustees of
the Trust or by vote of a majority of the outstanding voting securities (as that
phrase is defined in Section 2(a)(42) of the 1940 Act) of the Portfolio. This
Agreement may be terminated at any time by the Sub-Adviser by giving 60 days'
written notice of such termination to the Trust and InterSecurities at their
respective principal places of business.
7. ASSIGNMENT. This Agreement shall terminate automatically in the event of
any assignment (as that term is defined in Section 2(a)(4) of the 1940 Act) of
this Agreement.
8. TERM. This Agreement shall continue in effect, unless sooner terminated
in accordance with its terms, for two years from the date hereof and shall
continue in effect from year to year thereafter provided such continuance is
specifically approved at least annually by the vote of a majority of the
Trustees of the Trust who are not parties hereto or interested persons (as that
term is defined in Section 2(a)(19) of the 1940 Act) of any such party, cast in
person at a meeting called for the purpose of voting on the approval of the
terms of such renewal, and by either the Trustees of
2
<PAGE>
the Trust or the affirmative vote of a majority of the outstanding voting
securities of the Portfolio (as that phrase is defined in Section 2(a)(42) of
the 1940 Act).
9. AMENDMENTS. The terms of this Agreement may be amended only with the
approval by the affirmative vote of a majority of the outstanding voting
securities of the Portfolio (as that phrase is defined in Section 2(a)(42) of
the 1940 Act) and the approval by the vote of a majority of the Trustees of the
Trust who are not parties hereto or interested persons (as that term is defined
in Section 2(a)(19) of the 1940 Act) of any such party, cast in person at a
meeting called for the purpose of voting on the approval of such amendment,
unless otherwise permitted in accordance with the 1940 Act.
10. PRIOR AGREEMENTS. This agreement supersedes all prior agreements
between the parties relating to the subject matter hereof, and all such prior
agreements are deemed terminated upon the effectiveness of this agreement.
Attest: MidAmerica Management Corporation
("Sub-Adviser")
/S/ GREGORY W. THEOBALD /S/ DONALD E. FLYNN
_______________________________ By: ________________________________
Gregory W. Theobald Donald E. Flynn
Secretary President
Attest: InterSecurities, Inc., ("InterSecurities")
/S/ WILLIAM H. GEIGER /S/ G. JOHN HURLEY
_______________________________ By: ________________________________
William H. Geiger, Secretary G. John Hurley
President and Chief Executive Officer
3
<PAGE>
ASSIGNMENT
MidAmerica Management Corporation ("MidAmerica") does hereby assign,
transfer and convey, and InterSecurities, Inc., ("ISI") does hereby consent to
the assignment, transfer and conveyance of, effective October 1, 1992, the
Investment Counsel Agreement between MidAmerica and ISI with respect to the IDEX
II Tax-Exempt Portfolio of IDEX II Series Fund dated April 22, 1992, to AEGON
USA Investment Management, Inc., which owns 100% of the outstanding stock of
MidAmerica.
Executed this 30th day of September, 1992.
MidAmerica Management Corporation
/S/ DONALD E. FLYNN
By: ________________________________
Donald E. Flynn
Title: President
InterSecurities, Inc.
/S/ G. JOHN HURLEY
By: ________________________________
G. John Hurley
Title: President and Chief Executive Officer
Accepted:
AEGON USA Investment Management, Inc.
/S/ DAVID R. HALFPAP
By: ________________________________
David R. Halfpap
Title: Vice President
4
<PAGE>
IDEX II SERIES FUND
ON BEHALF OF IDEX II CAPITAL APPRECIATION PORTFOLIO
ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is entered into as of September 30, 1994 by IDEX MANAGEMENT,
INC., a Delaware corporation ("Idex Management"), and INTERSECURITIES, INC., a
Delaware corporation (the "Distributor").
WHEREAS, Idex Management has entered into a Management and Investment
Advisory Agreement (referred to herein as the "Advisory Agreement"), dated
September 30, 1994 with IDEX II Series Fund, a Massachusetts business trust
(referred to herein as the "Fund"), under which Idex Management has agreed,
among other things, to provide management and administrative services to a
certain series of beneficial interest in the Fund, namely, IDEX II Series Fund
Capital Appreciation Portfolio (the "Portfolio").
WHEREAS, the Advisory Agreement provides that Idex Management may engage
the Distributor to furnish it with management and administrative services to
assist Idex Management in carrying out certain of its functions under the
Advisory Agreement.
WHEREAS, it is the purpose of this Agreement to express the mutual
agreement of the parties hereto with respect to the services to be provided by
the Distributor to Idex Management and the terms and conditions under which such
services will be rendered.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, the parties hereto agree as follows:
1. SERVICES OF THE DISTRIBUTOR. The Distributor shall provide executive and
management services to Idex Management and the Portfolio. Subject to the overall
supervision of Idex Management and the Trustees of the Fund, the Distributor
shall furnish to the Portfolio the services of executive and administrative
personnel to supervise the performance of all administrative, recordkeeping,
shareholder relations, regulatory reporting and compliance, and all other
functions of the Portfolio other than the investment function, and shall
supervise and coordinate the Fund's Custodian and its Transfer Agent and monitor
their services to the Portfolio. The Distributor shall also assist Idex
Management and the Portfolio in maintaining communications and relations with
shareholders of the Portfolio, answer shareholder inquiries or supervise such
activity by the Fund's transfer agent, assist in preparation of reports to
shareholders of the Portfolio and prepare sales literature promoting the sale of
Portfolio shares as requested by Idex Management and the Portfolio. The
Distributor shall provide the Portfolio with necessary office space, telephones
and other communications facilities.
2. OBLIGATIONS OF IDEX MANAGEMENT. Idex Management shall have the following
obligations under this Agreement:
(a) to provide the Distributor with access to all information, documents
and records of and about the Portfolio that are necessary to permit the
Distributor to carry out its functions and responsibilities under this
Agreement;
(b) to furnish the Distributor with a certified copy of any financial
statement or report prepared for the Portfolio by certified or independent
public accountants, and with copies of any financial statements or reports made
by the Portfolio to its shareholders or to any governmental body or securities
exchange;
(c) to compensate the Distributor for its services under this Agreement by
the payment of fees equal to (i) 50% of the fees received by Idex Management
pursuant to the Advisory Agreement for services rendered by Idex Management to
the Portfolio during the term of this Agreement, less (ii) 50% of any amount
reimbursed to the Portfolio by Idex Management pursuant to the provisions of the
Advisory Agreement to the extent that such reimbursement exceeds the aforesaid
amount paid by the Portfolio to Idex Management. In the event that this
Agreement shall be effective for only part of a period to which any such fee
received by Idex Management is attributable, then an appropriate proration of
the fee that would have been payable hereunder if this Agreement had remained in
effect until the end of such period shall be made, based on the number of
calendar days in such period and the number of calendar days during the period
in which this Agreement was in effect. The fees
<PAGE>
payable to the Distributor hereunder shall be payable upon receipt by Idex
Management from the Portfolio of fees payable to Idex Management under the
Advisory Agreement.
(d) the fees payable to the Distributor under paragraph (c) above shall,
notwithstanding the provisions of paragraph (c), be subject to reduction as
follows: If on December 31 of 1994 and each year thereafter ("Target Date") the
aggregate actual net assets on that date of the Portfolio, any other Portfolio
of the Fund with respect to which Idex Management acts as investment adviser,
IDEX Fund and IDEX Fund 3 and any other registered investment company sponsored
by Idex Management, containing the name IDEX or with respect to which Idex
Management acts as investment adviser or administrator, and to which Janus
Capital Corporation ("Janus Capital") provides investment advice (the "Advised
Funds") are less than the applicable Target Net Assets specified in Table 1
below, then Idex Management shall pay to Janus Capital a percentage, as
specified in Table 2 below, of the Net Fee otherwise payable to the Distributor
pursuant to paragraph (c) above.
Table 1
Advised Funds
Target Date Target Net Assets
December 31, 1994 (and $950 million
December 31 of each
year thereafter)
The percentage of the Net Fee otherwise payable to the Distributor pursuant to
paragraph (c) above that is instead 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 fees shall be payable to Janus Capital and no reduction in the fees
payable to the Distributor under this paragraph (d) shall be made 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) 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).
3. INVESTMENT COMPANY ACT COMPLIANCE. In performing services hereunder, the
Distributor shall at all times comply with the applicable provisions of the
Investment Company Act of 1940, as amended (the "1940 Act") and any other
federal or state securities laws.
4. PURCHASE BY AFFILIATES. Neither the Distributor nor any of its officers
shall take a long or short position in the securities issued by the Portfolio.
The prohibition, however, shall not prevent the purchase from the Portfolio of
shares issued by the Portfolio by the officers and Directors of the Distributor
(or deferred benefit plans established for
- 2 -
<PAGE>
their benefit) at the current price available to the public, or at such price
with reductions in sales charge as may be permitted by the Portfolio's current
prospectus, in accordance with Section 22 of the 1940 Act.
5. TERM AND TERMINATION. This Agreement shall continue in effect until
terminated pursuant to the provisions hereof. This Agreement shall terminate
automatically upon the termination of the Advisory Agreement. This Agreement may
be terminated at any time, without penalty, by Idex Management or by the Fund by
giving 60 days' written notice of such termination to the Distributor at its
principal place of business, or may be terminated at any time by the Distributor
by giving 60 days' written notice of such termination to the Fund and Idex
Management at their respective principal places of business.
6. ASSIGNMENT. This Agreement shall terminate automatically in the event of
any assignment (as that term is defined in Section 2(a)(4) of the 1940 Act of
this Agreement.
7. AMENDMENTS. This Agreement may be amended only by written instrument
signed by the parties hereto.
8. PRIOR AGREEMENTS. This Agreement supersedes all prior agreements between
the parties relating to the subject matter hereof, and all such prior agreements
are deemed terminated upon the effectiveness of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
ATTEST: INTERSECURITIES, INC.
/S/ WILLIAM H. GEIGER /S/ JOHN R. KENNEY
_______________________________ By: _______________________________
William H. Geiger, Secretary John R. Kenney
Chairman of the Board
ATTEST: IDEX MANAGEMENT, INC.
/S/ WILLIAM H. GEIGER /S/ G. JOHN HURLEY
_______________________________ By: _______________________________
William H. Geiger, Secretary G. John Hurley
President and Chief
Executive Officer
- 3 -
<PAGE>
IDEX II SERIES FUND
ADMINISTRATIVE SERVICES AGREEMENT
FOR THE IDEX II GLOBAL PORTFOLIO SERIES
This Agreement is entered into as of April 22, 1992 by and between IDEX
MANAGEMENT, INC., a Delaware corporation ("Idex Management"), and
INTERSECURITIES, INC., a Delaware corporation (the "Distributor").
WHEREAS, Idex Management has entered into a Management and Investment
Advisory Agreement (referred to herein as the "Advisory Agreement"), dated April
22, 1992 with IDEX II Series Fund, a Massachusetts business trust (referred to
herein as the "Trust"), under which Idex Management has agreed, among other
things, to provide management and administrative services to a certain series of
shares of beneficial interest in the Trust, namely, IDEX II Global Portfolio
(the "Portfolio").
WHEREAS, the Advisory Agreement provides that Idex Management may engage
the Distributor to furnish it with management and administrative services to
assist Idex Management in carrying out certain of its functions under the
Advisory Agreement.
WHEREAS, it is the purpose of this Agreement to express the mutual
agreement of the parties hereto with respect to the services to be provided by
the Distributor to Idex Management and the terms and conditions under which such
services will be rendered.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, the parties hereto agree as follows:
1. SERVICES OF THE DISTRIBUTOR. The Distributor shall provide executive and
management services to Idex Management and the Portfolio. Subject to the overall
supervision of Idex Management and the Trust, the Distributor shall furnish to
the Portfolio the services of executive and administrative personnel to
supervise the performance of all administrative, recordkeeping, shareholder
relations, regulatory reporting and compliance, and all other functions of the
Portfolio other than the investment function, and shall supervise and coordinate
the Trust's Custodian and its Transfer Agent and monitor their services to the
Portfolio. The Distributor shall also assist Idex Management and the Portfolio
in maintaining communications and relations with shareholders of the Portfolio,
answer shareholder inquiries or supervise such activity by the Trust's transfer
agent, assist in preparation of reports to shareholders of the Portfolio and
prepare sales literature promoting the sale of the Portfolio shares as requested
by Idex Management and the Portfolio. The Distributor shall provide the
Portfolio with necessary office space, telephones and other communications
facilities. Upon the request of Idex Management, the Distributor shall also
perform such administrative and clerical functions, including recordkeeping and
bookkeeping functions, daily pricing of the Portfolio shares and preparation of
reports and returns, as Idex
1
<PAGE>
Management reasonably requests; provided that Idex Management shall reimburse
the Distributor at least monthly for all costs and expenses reasonably incurred
by the Distributor in connection with the performance of such functions.
2. OBLIGATIONS OF IDEX MANAGEMENT. Idex Management shall have the following
obligations under this Agreement:
(a) to provide the Distributor with access to all information, documents
and records of and about the Portfolio that are necessary to permit the
Distributor to carry out its functions and responsibilities under this
Agreement;
(b) to furnish the Distributor with a certified copy of any financial
statement or report prepared for the Portfolio by certified or independent
accountants, and with copies of any financial statements or reports made by the
Portfolio to its shareholders or to any governmental body or securities
exchange;
(c) to compensate the Distributor for its services under this Agreement by
the payment of fees equal to (i) 50% of the fees received by Idex Management
pursuant to Section 5 of the Advisory Agreement for services rendered by Idex
Management to the Portfolio during the term of this Agreement, less (ii) 100% of
any amount reimbursed to the Portfolio by Idex Management pursuant to the
provisions of Section 7 of the Advisory Agreement and 50% of any amount
reimbursed to the Portfolio by Idex Management pursuant to the provisions of
Section 7 of the Advisory Agreement to the extent that such reimbursement
exceeds the aforesaid amount paid by the Portfolio to Idex Management. In the
event that this Agreement shall be effective for only part of a period to which
any such fee received by Idex Management is attributable, then an appropriate
proration of the fee that would have been payable hereunder if this Agreement
had remained in effect until the end of such period shall be made, based on the
number of calendar days in such period and the number of calendar days during
the period in which this Agreement was in effect. The fees payable to the
Distributor hereunder shall be payable upon receipt by Idex Management from the
Portfolio of fees payable to Idex Management under Section 5 of the Advisory
Agreement.
(d) the fees payable to the Distributor under paragraph (c) above shall,
notwithstanding the provisions of paragraph (c), be subject to reduction as
follows: If on December 31 of 1992 and each year thereafter ("Target Date") the
aggregate actual net assets on that date of the Trust, IDEX Fund, IDEX Fund 3,
IDEX Total Income Trust and any other registered investment company sponsored by
Idex Management, containing the name IDEX or with respect to which Idex
Management acts as investment adviser or administrator, and to which Janus
Capital Corporation ("Janus Capital") provides investment advice (the "Advised
Funds") are less that the applicable Target Net Assets specified in Table 1
below, then Idex Management shall pay to Janus Capital a percentage, as
specified in Table 2 below, of the Net Fee otherwise payable to the Distributor
pursuant to paragraph (c) above.
2
<PAGE>
Table 1
Advised Funds
Target Date Target Net Assets
December 31, 1992 $700 million
December 31, 1993 (and $950 million
December 31 of each
year thereafter)
The percentage of the Net Fee otherwise payable to the Distributor pursuant to
paragraph (c) above that is instead 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 fees shall be payable to Janus Capital and no reduction in the fees
payable to the Distributor under this paragraph (d) shall be made 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) 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).
3. INVESTMENT COMPANY ACT COMPLIANCE. In performing services hereunder, the
Distributor shall at all times comply with the applicable provisions of the
Investment Company Act of 1940 and any other federal state securities laws.
4. PURCHASE BY AFFILIATES. Neither the Distributor nor any of its officers
or Directors shall take a long or short position in the securities issued by the
Portfolio. This prohibition, however, shall not prevent the purchase from the
Portfolio of shares issued by the Portfolio to the officers and Directors of the
Distributor (or deferred benefit plans established for their benefit) at the
current price available to the public, or at such price with reductions in sales
charge as may be permitted by the Portfolio's current prospectus, in accordance
with Section 22
3
<PAGE>
of the Investment Company Act of 1940.
5. TERM AND TERMINATION. This Agreement shall continue in effect until
terminated pursuant to the provisions hereof. This Agreement shall terminate
automatically upon the termination of the Advisory Agreement. This Agreement may
be terminated at any time, without penalty, by Idex Management or by the Trust
by giving 60 days' written notice of such termination to the Distributor at its
principal place of business, or may be terminated at any time by the Distributor
by giving 60 days' written notice of such termination to the Trust and Idex
Management at their respective principal places of business.
6. ASSIGNMENT. This Agreement shall terminate automatically in the event of
any assignment (as that term is defined in Section 2(a)(4) of the Investment
Company Act of 1940, as amended) of this Agreement.
7. AMENDMENTS. This Agreement may be amended only by written instrument
signed by the parties hereto.
8. PRIOR AGREEMENTS. This agreement supersedes all prior agreements between
the parties relating to the subject matter hereof, and all such prior agreements
are deemed terminated upon the effectiveness of this agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
ATTEST: INTERSECURITIES, INC.
/S/ WILLIAM H. GEIGER /S/ JOHN R. KENNEY
_____________________________ By: _____________________________
William H. Geiger John R. Kenney
Secretary Chairman of the Board
ATTEST: IDEX MANAGEMENT, INC.
/S/ WILLIAM H. GEIGER /S/ G. JOHN HURLEY
_____________________________ By: _____________________________
William H. Geiger, G. John Hurley
Secretary President and Chief
Executive Officer
4
<PAGE>
IDEX II
ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is entered into as of April 22, 1991 by IDEX MANAGEMENT
INC., a Delaware corporation ("Idex Management"), and InterSecurities, Inc.
(formerly known as Idex Distributors, Inc.), a Delaware corporation (the
"Distributor").
WHEREAS, Idex Management has entered into a Management and Investment
Advisory Agreement (referred to herein as the "Advisory Agreement"), dated April
22, 1991 with IDEX II, a Massachusetts business trust (referred to herein as the
"Fund"), under which Idex Management has agreed, among other things, to provide
management and administrative services to the Fund.
WHEREAS, the Advisory Agreement provides that Idex Management may engage
the Distributor to furnish it with management and administrative services to
assist Idex Management in carrying out certain of its functions under the
Advisory Agreement.
WHEREAS, it is the purpose of this Agreement to express the mutual
agreement of the parties hereto with respect to the services to be provided by
the Distributor to Idex Management and the terms and conditions under which such
services will be rendered.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, the parties hereto agree as follows:
1. Services of the Distributor. The Distributor shall provide executive and
management services to Idex Management and the Fund. Subject to the overall
supervision of Idex Management and the Fund, the Distributor shall furnish to
the Fund the services of executive and administrative personnel to supervise the
performance of all administrative, recordkeeping, shareholder relations,
regulatory reporting and compliance, and all other functions of the Fund other
than the investment function, and shall supervise and coordinate the Fund's
Custodian and its Transfer Agent and monitor their services to the Fund. The
Distributor shall also assist Idex Management and the Fund in maintaining
communications and relations with shareholders of the Fund, answer shareholder
inquiries or supervise such activity by the Fund's transfer agent, assist in
preparation of reports to shareholders of the Fund and prepare sales literature
promoting the sale of the Fund shares as requested by Idex Management and the
Fund. The Distributor shall provide the Fund with necessary office space,
telephones and other communications facilities.
2. Obligations of Idex Management. Idex Management shall have the following
obligations under this Agreement:
(a) to provide the Distributor with access to all information, documents
and records of and about the Fund that are necessary to permit the Distributor
to carry out its functions and responsibilities under this Agreement;
(b) to furnish the Distributor with a certified copy of any financial
statement or report prepared for the Fund by certified or independent public
accountants, and with copies of any financial statements or reports made by the
Fund to its shareholders or to any governmental body or securities exchange;
(c) to compensate the Distributor for its services under this Agreement by
the payment of fees equal to (i) 50% of the fees received by Idex Management
pursuant to the Advisory Agreement for services rendered by Idex Management to
the Fund during the term of this Agreement, less (ii) 100% of any amount
reimbursed to the Fund by Idex Management pursuant to the provisions of Section
7 of the Advisory Agreement and 50% of any amount reimbursed to the Fund by Idex
Management pursuant to the provisions of Section 7 of the Advisory Agreement to
the extent that such reimbursement exceeds the aforesaid amount paid by the Fund
to Idex Management. In the event that this Agreement shall be effective for only
part of a period to which any such fee received by Idex Management is
<PAGE>
attributable, then an appropriate proration of the fee that would have been
payable hereunder if this Agreement had remained in effect until the end of such
period shall be made, based on the number of calendar days in such period and
the number of calendar days during the period in which this Agreement was in
effect. The fees payable to the Distributor hereunder shall be payable upon
receipt by Idex Management from the Fund of fees payable to Idex Management
under Section 5 of the Advisory Agreement.
(d) the fees payable to the Distributor under paragraph (c) above shall,
notwithstanding the provisions of paragraph (c), be subject to reduction as
follows: If on December 31 of 1991 and each year thereafter ("Target Date") the
aggregate actual net assets on that date of the Fund, IDEX Fund, IDEX Fund 3,
IDEX Total Income Trust and any other registered investment company sponsored by
Idex Management, containing the name IDEX or with respect to which Idex
Management acts as investment adviser or administrator, and to which Janus
Capital Corporation ("Janus Capital") provides investment advice (the "Advised
Funds") are less that the applicable Target Net Assets specified in Table 1
below, then Idex Management shall pay to Janus Capital a percentage, as
specified in Table 2 below, of the Net Fee otherwise payable to the Distributor
pursuant to paragraph (c) above.
Table 1
Advised Funds
Target Date Target Net Assets
December 31, 1991 $450 million
December 31, 1992 $700 million
December 31, 1993 $950 million
(and December 31 of each year thereafter)
The percentage of the Net Fee otherwise payable to the Distributor pursuant
to paragraph (c) above that is instead 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 fees shall be payable to Janus Capital and no reduction in the fees
payable to the Distributor under this paragraph (d) shall be made 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) 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).
3. Investment Company Act Compliance. In performing services hereunder, the
Distributor shall at all times comply with the applicable provisions of the
Investment Company Act of 1940 and any other federal or state securities laws.
4. Purchase by Affiliates. Neither the Distributor nor any of its officers
shall take a long or short position in the securities issued by the Fund. The
prohibition, however, shall not prevent the purchase from the Fund
<PAGE>
of shares issued by the Fund by the officers and Directors of the Distributor
(or deferred benefit plans established for their benefit) at the current price
available to the public, or at such price with reductions in sales charge as may
be permitted by the Fund's current prospectus, in accordance with Section 22 of
the Investment Company Act of 1940.
5. Term and Termination.
(a) This Agreement shall continue in effect until terminated pursuant to
the provisions hereof.
(b) This Agreement shall terminate automatically upon the termination of
the Advisory Agreement.
(c) This Agreement may be terminated at any time, without penalty, by Idex
Management or by the Fund by giving 60 days' written notice of such termination
to the distributor at its principal place of business, or may be terminated at
any time by the Distributor by giving 60 days' written notice of such
termination to the Fund and Idex Management at their respective principal places
of business.
6. Assignment. This Agreement shall terminate automatically in the event of
any assignment (as that term is defined in Section 2(a)(4) of the Investment
Company Act of 1940, as amended) of this Agreement.
7. Amendments. This Agreement may be amended only by written instrument
signed by the parties hereto.
8. Prior Agreements. This Agreement supersedes all prior agreements between
the parties relating to the subject matter hereof, which are deemed terminated
upon the effectiveness of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
Attest: INTERSECURITIES, INC.
/s/ William H. Geiger /s/ John R. Kenney
_________________________ By: ________________________
William H. Geiger, Secretary John R. Kenney
Chairman of the Board
Attest: IDEX MANAGEMENT, INC.
/s/ William H. Geiger /s/ G. John Hurley
_________________________ By: _________________________
William H. Geiger, Secretary G. John Hurley
President and Chief
Executive Officer
<PAGE>
IDEX II SERIES FUND
ON BEHALF OF IDEX II BALANCED PORTFOLIO
ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is entered into as of September 30, 1994 by IDEX MANAGEMENT,
INC., a Delaware corporation ("Idex Management"), and INTERSECURITIES, INC., a
Delaware corporation (the "Distributor").
WHEREAS, Idex Management has entered into a Management and Investment
Advisory Agreement (referred to herein as the "Advisory Agreement"), dated
September 30, 1994 with IDEX II Series Fund, a Massachusetts business trust
(referred to herein as the "Fund"), under which Idex Management has agreed,
among other things, to provide management and administrative services to a
certain series of beneficial interest in the Fund, namely, IDEX II Series Fund
Balanced Portfolio (the "Portfolio").
WHEREAS, the Advisory Agreement provides that Idex Management may engage
the Distributor to furnish it with management and administrative services to
assist Idex Management in carrying out certain of its functions under the
Advisory Agreement.
WHEREAS, it is the purpose of this Agreement to express the mutual
agreement of the parties hereto with respect to the services to be provided by
the Distributor to Idex Management and the terms and conditions under which such
services will be rendered.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, the parties hereto agree as follows:
1. Services of the Distributor. The Distributor shall provide executive and
management services to Idex Management and the Portfolio. Subject to the overall
supervision of Idex Management and the Trustees of the Fund, the Distributor
shall furnish to the Portfolio the services of executive and administrative
personnel to supervise the performance of all administrative, recordkeeping,
shareholder relations, regulatory reporting and compliance, and all other
functions of the Portfolio other than the investment function, and shall
supervise and coordinate the Fund's Custodian and its Transfer Agent and monitor
their services to the Portfolio. The Distributor shall also assist Idex
Management and the Portfolio in maintaining communications and relations with
shareholders of the Portfolio, answer shareholder inquiries or supervise such
activity by the Fund's transfer agent, assist in preparation of reports to
shareholders of the Portfolio and prepare sales literature promoting the sale of
Portfolio shares as requested by Idex Management and the Portfolio. The
Distributor shall provide the Portfolio with necessary office space, telephones
and other communications facilities.
2. Obligations of Idex Management. Idex Management shall have the following
obligations under this Agreement:
(a) to provide the Distributor with access to all information, documents
and records of and about the Portfolio that are necessary to permit the
Distributor to carry out its functions and responsibilities under this
Agreement;
(b) to furnish the Distributor with a certified copy of any financial
statement or report prepared for the Portfolio by certified or independent
public accountants, and with copies of any financial statements or reports made
by the Portfolio to its shareholders or to any governmental body or securities
exchange;
(c) to compensate the Distributor for its services under this Agreement by
the payment of fees equal to (i) 50% of the fees received by Idex Management
pursuant to the Advisory Agreement for services rendered by Idex Management to
the Portfolio during the term of this Agreement, less (ii) 50% of any amount
reimbursed to the Portfolio by Idex Management pursuant to the provisions of the
Advisory Agreement to the extent that such reimbursement exceeds the aforesaid
amount paid by the Portfolio to Idex Management. In the event that this
Agreement shall be effective for only part of a period to which any such fee
received by Idex Management is attributable, then an appropriate proration of
the fee that would have been payable hereunder if this Agreement had remained in
effect until the end of such period shall be made, based on the number of
calendar days in such period and the number of calendar days during the period
in which this Agreement was in effect. The fees payable to the Distributor
hereunder shall be payable upon receipt by Idex Management from the Portfolio of
fees payable to Idex Management under the Advisory Agreement.
<PAGE>
(d) the fees payable to the Distributor under paragraph (c) above shall,
notwithstanding the provisions of paragraph (c), be subject to reduction as
follows: If on December 31 of 1994 and each year thereafter ("Target Date") the
aggregate actual net assets on that date of the Portfolio, any other Portfolio
of the Fund with respect to which Idex Management acts as investment adviser,
IDEX Fund and IDEX Fund 3 and any other registered investment company sponsored
by Idex Management, containing the name IDEX or with respect to which Idex
Management acts as investment adviser or administrator, and to which Janus
Capital Corporation ("Janus Capital") provides investment advice (the "Advised
Funds") are less than the applicable Target Net Assets specified in Table 1
below, then Idex Management shall pay to Janus Capital a percentage, as
specified in Table 2 below, of the Net Fee otherwise payable to the Distributor
pursuant to paragraph (c) above.
Table 1
Advised Funds
Target Date Target Net Assets
December 31, 1994 (and $950 million
December 31 of each
year thereafter)
The percentage of the Net Fee otherwise payable to the Distributor pursuant
to paragraph (c) above that is instead 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 fees shall be payable to Janus Capital and no reduction in the fees
payable to the Distributor under this paragraph (d) shall be made 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) 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).
3. Investment Company Act Compliance. In performing services hereunder, the
Distributor shall at all times comply with the applicable provisions of the
Investment Company Act of 1940, as amended (the "1940 Act") and any other
federal or state securities laws.
4. Purchase by Affiliates. Neither the Distributor nor any of its officers
shall take a long or short position in the securities issued by the Portfolio.
The prohibition, however, shall not prevent the purchase from the Portfolio of
shares issued by the Portfolio by the officers and Directors of the Distributor
(or deferred benefit plans established for their benefit) at the current price
available to the public, or at such price with reductions in sales charge as may
be permitted by the Portfolio's current prospectus, in accordance with Section
22 of the 1940 Act.
5. Term and Termination. This Agreement shall continue in effect until
terminated pursuant to the provisions hereof. This Agreement shall terminate
automatically upon the termination of the Advisory Agreement. This Agreement may
be terminated at any time, without penalty, by Idex Management or by the Fund by
giving 60 days' written notice of such termination to the Distributor at its
principal place of business, or may be terminated at any time by the Distributor
by giving 60 days' written notice of such termination to the Fund and Idex
Management at their respective principal places of business.
- 2 -
<PAGE>
6. Assignment. This Agreement shall terminate automatically in the event of
any assignment (as that term is defined in Section 2(a)(4) of the 1940 Act of
this Agreement.
7. Amendments. This Agreement may be amended only by written instrument
signed by the parties hereto.
8. Prior Agreements. This Agreement supersedes all prior agreements between
the parties relating to the subject matter hereof, and all such prior agreements
are deemed terminated upon the effectiveness of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
ATTEST: INTERSECURITIES, INC.
/s/ William H. Geiger /s/ John R. Kenney
__________________________ By: __________________________
William H. Geiger, Secretary John R. Kenney
Chairman of the Board
ATTEST: IDEX MANAGEMENT, INC.
/s/ William H. Geiger /s/ G. John Hurley
__________________________ By: __________________________
William H. Geiger, Secretary G. John Hurley
President and Chief Executive Officer
- 3 -
<PAGE>
IDEX II SERIES FUND
ADMINISTRATIVE SERVICES AGREEMENT
for the IDEX II Flexible Income Portfolio Series
This Agreement is entered into as of August 5, 1993 by Idex Management
Inc., a Delaware corporation ("Idex Management"), and InterSecurities, Inc., a
Delaware corporation (the "Distributor").
WHEREAS, Idex Management has entered into a Management and Investment
Advisory Agreement (referred to herein as the "Advisory Agreement"), dated
August 5, 1993 with IDEX II Series Fund, a Massachusetts business trust
(referred to herein as the "Trust"), under which Idex Management has agreed,
among other things, to provide management and administrative services to a
certain series of beneficial interest in the Trust, namely, IDEX II Flexible
Income Portfolio (the "Portfolio").
WHEREAS, the Advisory Agreement provides that Idex Management may engage
the Distributor to furnish it with management and administrative services to
assist Idex Management in carrying out certain of its functions under the
Advisory Agreement.
WHEREAS, it is the purpose of this Agreement to express the mutual
agreement of the parties hereto with respect to the services to be provided by
the Distributor to Idex Management and the terms and conditions under which such
services will be rendered.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, the parties hereto agree as follows:
1. Services of the Distributor. The Distributor shall provided executive
and management services to Idex Management and the Portfolio. Subject to the
overall supervision of Idex Management and the Trustees of the Trust, the
Distributor shall furnish to the Portfolio the services of executive and
administrative personnel to supervise the performance of all administrative,
recordkeeping, shareholder relations, regulatory reporting and compliance, and
all other functions of the Portfolio other than the investment function, and
shall supervise and coordinate the Trust's Custodian and its Transfer Agent and
monitor their services to the Portfolio. The Distributor shall also assist Idex
Management and the Portfolio in maintaining communications and relations with
shareholders of the Portfolio, answer shareholder inquiries or supervise such
activity by the Trust's transfer agent, assist in preparation of reports to
shareholders of the Portfolio and prepare sales literature promoting the sale of
Portfolio shares as requested by Idex Management and the Portfolio. The
Distributor shall provide the Portfolio with necessary office space, telephones
and other communications facilities.
2. Obligations of Idex Management. Idex Management shall have the following
obligations under this Agreement:
(a) to provide the Distributor with access to all information, documents
and records of and about the Portfolio that are necessary to permit the
Distributor to carry out its functions and responsibilities under this
Agreement;
<PAGE>
(b) to furnish the Distributor with a certified copy of any financial
statement or report prepared for the Portfolio by certified or independent
public accountants, and with copies of any financial statements or reports made
by the Portfolio to its shareholders or to any governmental body or securities
exchange;
(c) to compensate the Distributor for its services under this Agreement by
the payment of fees equal to (i) 50% of the fees received by Idex Management
pursuant to the Advisory Agreement for services rendered by Idex Management to
the Portfolio during the term of this Agreement, less (ii) 50% of any amount
reimbursed to the Portfolio by Idex Management pursuant to the provisions of the
Advisory Agreement to the extent that such reimbursement exceeds the aforesaid
amount paid by the Portfolio to Idex Management. In the event that this
Agreement shall be effective for only part of a period to which any such fee
received by Idex Management is attributable, then an appropriate proration of
the fee that would have been payable hereunder if this Agreement had remained in
effect until the end of such period shall be made, based on the number of
calendar days in such period and the number of calendar days during the period
in which this Agreement was in effect. The fees payable to the Distributor
hereunder shall be payable upon receipt by Idex Management from the Portfolio of
fees payable to Idex Management under the Advisory Agreement.
(d) the fees payable to the Distributor under paragraph (c) above shall,
notwithstanding the provisions of paragraph (c), be subject to reduction as
follows: If on December 31 of 1993 and each year thereafter ("Target Date") the
aggregate actual net assets on that date of the Trust, IDEX Fund, IDEX Fund 3
and any other registered investment company sponsored by Idex Management,
containing the name IDEX or with respect to which Idex Management acts as
investment adviser or administrator, and to which Janus Capital Corporation
("Janus Capital") provides investment advice (the "Advised Funds") are less that
the applicable Target Net Assets specified in Table 1 below, then Idex
Management shall pay to Janus Capital a percentage, as specified in Table 2
below, of the Net Fee otherwise payable to the Distributor pursuant to paragraph
(c) above.
Table 1
Advised Funds
Target Date Target Net Assets
December 31, 1993 (and $950 million
December 31 of each
year thereafter)
The percentage of the Net Fee otherwise payable to the Distributor pursuant
to paragraph (c) above that is instead 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:
<PAGE>
Table 2
Shortfall of Target Percentage of Net Fee
5% - 10% 10%
Over 10% - 20% 20%
Over 20% - 30% 30%
Over 30% 40%
No fees shall be payable to Janus Capital and no reduction in the fees
payable to the Distributor under this paragraph (d) shall be made 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) 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).
3. Investment Company Act Compliance. In performing services hereunder, the
Distributor shall at all times comply with the applicable provisions of the
Investment Company Act of 1940 and any other federal or state securities laws.
4. Purchase by Affiliates. Neither the Distributor nor any of its officers
shall take a long or short position in the securities issued by the Portfolio.
The prohibition, however, shall not prevent the purchase from the Portfolio of
shares issued by the Portfolio by the officers and Directors of the Distributor
(or deferred benefit plans established for their benefit) at the current price
available to the public, or at such price with reductions in sales charge as may
be permitted by the Portfolio's current prospectus, in accordance with Section
22 of the Investment Company Act of 1940.
5. Term and Termination. This Agreement shall continue in effect until
terminated pursuant to the provisions hereof. This Agreement shall terminate
automatically upon the termination of the Advisory Agreement. This Agreement may
be terminated at any time, without penalty, by Idex Management or by the Trust
by giving 60 days' written notice of such termination to the Distributor at its
principal place of business, or may be terminated at any time by the Distributor
by giving 60 days' written notice of such termination to the Trust and Idex
Management at their respective principal places of business.
6. Assignment. This Agreement shall terminate automatically in the event of
any assignment (as that term is defined in Section 2(a)(4) of the Investment
Company Act of 1940, as amended) of this Agreement.
7. Amendments. This Agreement may be amended only by written instrument
signed by the parties hereto.
8. Prior Agreements. This Agreement supersedes all prior agreements between
the parties relating to the subject matter hereof, and all such prior agreements
are deemed terminated upon the effectiveness of this Agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
Attest: INTERSECURITIES, INC.
/s/ William H. Geiger /s/ John R. Kenney
__________________________ By: __________________________
William H. Geiger, Secretary John R. Kenney
Chairman of the Board
Attest: IDEX MANAGEMENT, INC.
/s/ William H. Geiger /s/ G. John Hurley
__________________________ By: __________________________
William H. Geiger, Secretary G. John Hurley
President and Chief Executive Officer
<PAGE>
InterSecurities, Inc.
IDEX SERIES FUND 201 Highland Avenue
CASH EQUIVALENT FUND Largo, FL 33770-2597
Telephone: (813) 585-6565
Ladies and Gentlemen: Date:
Broker Dealer No:
PART I
IDEX SERIES FUND
DEALER'S SALES AGREEMENT
We have entered into an underwriting agreement with IDEX Series Fund (the
"IDEX Fund") whereby we will act as Principal Underwriter as defined in the
Investment Company Act of 1940, with the right to purchase shares of beneficial
interest of the IDEX Fund for sale of such shares to investors either directly
or indirectly through other broker-dealers. As Principal Underwriter, we offer
to sell to you the various series and classes of shares of the IDEX Fund
representing the various Portfolios of the IDEX Fund (each Portfolio and class
thereof referred to individually as a "Portfolio" or "Class", as applicable, and
collectively, the "Portfolios" or "Classes", as applicable), subject to the
following conditions:
1. In all sales of shares to the public you shall act as dealer for your
own account.
2. On purchases of Class A and Class T Portfolio shares, you shall receive
a discount amounting to a percentage of the applicable public offering price, as
set forth in the then current prospectus for the Portfolio. On purchases of
Class B Portfolio shares, you shall receive a commission amounting to a
percentage of the net asset value, as set forth in the then current prospectus
for the Portfolio. Such payment shall be subject to all of the terms and
conditions relating thereto as set forth in the then current prospectus for the
Class A, Class B and Class T shares of the Portfolio. In addition to the
discount or commission payable to you pursuant to this Section 2: (a) for your
distribution, marketing and/or administrative services in the promotion and sale
of Portfolio shares, we shall, providing this Agreement is in force, pay to you
a fee as to each Class of shares of a Portfolio sold by you, computed on an
annual basis and paid quarterly, to the extent and in the amount such fee, if
any, is set forth in the then current prospectus for the applicable Class of the
Portfolio based on a percentage of the average daily aggregate value (at net
asset value) of shares of the applicable Class of the Portfolio held by your
clients; and (b) for your personal service and/or maintenance of shareholder
accounts with respect to your customers who own shares of a Portfolio, we shall,
providing this Agreement is in force, pay to you a fee as to each Class of
shares of a Portfolio computed on an annual basis and paid quarterly, to the
extent and in the amount such fee, if any, is set forth in the then current
prospectus for the applicable Class of the Portfolio based on a percentage of
the average daily aggregate value (at net asset value) of shares of the
applicable Class of the Portfolio held by your clients. Payment of these fees or
the terms thereof, may be modified or terminated by us at any time.
3. You represent that you are, and at the time of purchasing any shares of
a Portfolio will be, a member in good standing of the National Association of
Securities Dealers, Inc. (the "NASD"), along with NASD Regulation, Inc.
4. Orders received from you will be accepted by us only at the public
offering price applicable to each order as established by the then current
Prospectus applicable to the particular shares of the IDEX Fund. The procedure
relating to handling orders shall be subject to instructions which we shall
forward to you from time to time. All orders are subject to acceptance or
rejection by us in our sole discretion.
5. You agree to purchase shares only from us or from your customers. If you
purchase shares from us, you agree that all such purchases shall be made only to
cover orders already received by you from your customers, or for your own bona
fide investment.
If you purchase shares from your customers, you agree to pay such customers
not less than the redemption price in effect on the date of purchase, as defined
in the then current Prospectus applicable to the particular shares of the IDEX
Fund. We in turn agree that we will not purchase any shares from the IDEX Fund
except for the purpose of covering purchase orders which we have already
received.
6. You shall sell shares only (a) to customers at the public offering price
then in effect and (b) to the IDEX Fund or to any dealer who is a member of the
NASD at the redemption price in effect with respect to the particular shares on
the date of sale.
7. Only unconditional orders for shares of a definite specified price will
be accepted.
8. If any shares sold to you under the terms of this agreement are
repurchased by the IDEX Fund or are tendered for redemption within seven
business days after the date of confirmation, it is agreed that you shall
forfeit your right to any discount received by you on such shares.
9. Remittance of the net amount due for shares purchased from us shall be
made payable to Idex Investor Services, Inc., Agent for the Underwriter,
promptly, but in no event later than the maximum amount of time legally
permissible after our confirmation of sale to you (currently, three business
days). Such payment should be sent, together with any stock transfer stamps
required on account of the sale by you, to Idex Investor Services, Inc., P. O.
Box 9015, Clearwater, FL 34618-9015, with your transfer instructions on the
appropriate copy of our confirmation of sale to you. If such payment is not
received by Idex Investor Services, Inc., we reserve the right, without notice,
forthwith to cancel the sale.
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<PAGE>
10. Promptly upon receipt of payment, shares sold to you shall be deposited
by us or our agent, Idex Investor Services, Inc. No certificates will be issued
unless specifically requested.
11. No person is authorized to make any representations concerning shares
of a Portfolio except those contained in the then current Prospectus applicable
to the particular shares of the IDEX Fund and in supplements thereto. In
purchasing shares from us you shall rely solely on the representations contained
in the Prospectus applicable to the particular shares of the IDEX Fund and
supplements thereto.
12. Additional copies of the current Prospectus and supplements thereto and
other literature will be supplied by us in reasonable quantities upon request.
13. Certain of your registered representatives may, from time to time,
request access to certain account information with respect to the shares of the
IDEX Fund (the "Account Information") via downloading of such Account
Information to an electronic mailbox which will be accessed by the registered
representative through his or her personal computer. The Account Information
will be accessed by the registered representative via software purchased from an
outside vendor to whom the IDEX Fund provides access to the Account Information.
In exchange for the cooperation of the IDEX Fund and of InterSecurities, Inc. in
providing access to the Account Information for the convenience of the
registered representatives, you agree that it is your sole responsibility to
oversee and supervise your registered representatives in the utilization of such
Account Information, including verification of the accuracy of all written
material produced by a registered representative from the Account Information.
Further, you are solely responsible for ensuring that all NASD, SEC and other
regulations are fully complied with by the registered representatives in
connection with the utilization of and preparation of any written or oral
material from, the Account Information. You shall fully indemnify and hold
harmless the undersigned and the IDEX Fund from any and all claims made against
them by any party with respect to your registered representatives' use of such
Account Information.
14. We reserve the right in our discretion, without notice, to suspend
sales or withdraw the offering of shares entirely or to modify or cancel this
agreement.
15. We both hereby agree to abide by the rules of the NASD ("NASD Rules").
Specifically, and without limiting the foregoing, we both hereby agree that
sales of the shares of each Portfolio, and each Class thereof, shall be effected
in accordance with Section 2310 and Section 2830 of the NASD Rules, as
interpreted by the NASD.
16. All communications to us should be sent to the above address. Any
notice to you shall be duly given if mailed or telecopied to you at your address
specified below. This agreement shall be construed in accordance with the laws
of Florida, without regard to the choice of law principles thereof.
17. You agree to abide by the Sales Compliance Policies Relating to the
Multiple Class Distribution System, attached to this Agreement as Appendix A,
with respect to each Portfolio of the IDEX Fund and to include such Sales
Compliance Policies in your internal guidelines for sales compliance.
18. Your registered representatives may, from time to time, assist your
customers in determining and documenting such customers' eligibility for
reductions in, or waivers of, front end sales charges or contingent deferred
sales charges to which one or more Classes of shares may be subject. You agree
that it is your responsibility to oversee and supervise the activities of your
registered representatives in connection with the sale and redemption of shares
of the Portfolios, including verification of the eligibility of customers for
reductions in, or waivers of, sales charges to the extent that your registered
representatives assist customers in determining and documenting such
eligibility. You shall fully indemnify and hold harmless the undersigned and the
IDEX Fund from any and all losses sustained by them as a result of any
inaccurate, or incomplete, representations made by your registered
representatives or your customers in connection with eligibility for reductions
in, or waivers of, sales charges, if and to the extent that you or your
registered representatives knew, or should have known, of such inaccuracies or
omissions.
PART II
CASH EQUIVALENT FUND
SALES AGREEMENT
We have entered into a Services Agreement (the "Kemper Agreement") with
Zurich Kemper Investments, Inc. ("Kemper"), the administrator, distributor and
principal underwriter for Cash Equivalent Fund ("CEF"), pursuant to which we
have agreed to sell shares of CEF and perform certain shareholder services and
provide certain facilities and equipment in connection with such services. The
Kemper Agreement permits us to enter into agreements with other broker-dealers
pursuant to which such broker-dealers shall sell shares of CEF and we will
perform certain shareholder servicing functions with respect to CEF shares owned
by the clients of such broker-dealers. Accordingly, we agree as follows:
19. Sale of CEF Shares. You shall sell shares of CEF to the public in
accordance with the terms and conditions set forth in this Agreement:
(a) You shall offer and sell CEF shares only in states where they may
legally be sold.
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<PAGE>
(b) In all sales of CEF shares to the public, you shall act as dealer
for your own account, and you shall not have authority to act as agent for
CEF, for Kemper, for InterSecurities, Inc., or for any representative or
agent of such parties.
(c) All orders shall be subject to acceptance or rejection by Kemper
in its sole discretion, and will be accepted by Kemper only at the public
offering price applicable to each order as established by CEF's then
current prospectus. You may offer and sell CEF shares to your customers
only at the public offering price, which is the net asset value per share
as described in CEF's prospectus. Kemper will not accept any conditional
orders for shares. You shall place orders for CEF shares in the manner set
forth in CEF's prospectus.
(d) You shall purchase shares only from Kemper or your client, and you
shall not purchase shares from your clients at a price lower than that
quoted by or for CEF. You may sell shares for the account of your customer
to CEF, or to Kemper as agent for CEF, at the price currently quoted by or
for CEF.
(e) You will purchase shares from Kemper only to cover purchase orders
already received from your clients or for your own bona fide investment.
(f) You will not withhold placing with Kemper orders received from
your clients so as to profit yourself as a result of such withholding.
(g) All sales will be made subject to receipt by Kemper of shares from
CEF.
20. Unauthorized Representations. No person is authorized to make any
representations concerning shares of CEF except those contained in the current
prospectus of CEF and in supplemental printed information subsequently issued by
CEF or by Kemper.
21. NASD Membership. You represent that you are, and at the time of
purchasing any shares of CEF will be, a member in good standing of the NASD.
22. Agreements of InterSecurities, Inc.
(a) We agree to supply you with such reasonable number of copies of
CEF's prospectus and sales literature as you may request.
(b) We shall perform the following services with respect to your
clients who own CEF shares: answer routine client inquiries regarding CEF,
assist clients in changing dividend options, account designations and
addresses, and similar coordination of shareholder matters with Kemper and
CEF, provided, however, that we may terminate such service at any time upon
written notice to you. In the event that we cease to perform such services,
those services will be performed directly by Kemper.
(c) We shall pay you a fee after the end of each calendar quarter in
the amount of .10 of 1% of the average aggregate daily net asset value of
CEF shares owned by your clients. In computing your fee, one-fourth of the
applicable fee rate shall be applied to the average aggregate daily net
asset value of such CEF shares owned by your clients for the quarter in
question.
Each quarter's fee shall be determined independently of every other
quarter's fee. For the quarter in which this Agreement becomes effective or
terminates, there shall be an appropriate proration on the basis of the
number of days that the Agreement is in effect during that quarter.
23. Reports. You shall prepare such reports as we may request in order to
comply with our reporting obligations to Kemper.
24. Downloading of Account Information. Certain of your registered
representatives may, from time to time, request access to certain account
information with respect to the CEF shares (the "Account Information") via
downloading of such Account Information to an electronic mailbox which will be
accessed by the registered representative through his or her personal computer.
The Account Information will be accessed by the registered representative via
software purchased from an outside vendor to whom access to the Account
Information is provided. In exchange for the cooperation of the IDEX Fund and of
InterSecurities, Inc. in providing access to the Account Information for the
convenience of the registered representatives, you agree that it is your sole
responsibility to oversee and supervise your registered representatives in the
utilization of such Account Information, including verification of the accuracy
of all written material produced by a registered representative from the Account
Information. Further, you are solely responsible for ensuring that all NASD, SEC
and other regulations are fully complied with by the registered representatives
in connection with the utilization of and preparation of any written or oral
material from, the Account Information. You shall fully indemnify and hold
harmless the undersigned and the IDEX Fund from any and all claims made against
them by any party with respect to your registered representatives' use of such
Account Information.
25. Terms and Termination. This Agreement shall become effective on the
date hereof and continue in effect until terminated. This Agreement shall
automatically terminate in the event of its assignment and upon any termination
of the Kemper Agreement. It may be terminated at any time by us or you on thirty
(30) days written notice.
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<PAGE>
26. Notices and Communications. All notices and communications to us should
by sent to the above address. Any notice to you shall be duly given if mailed,
hand delivered or telegraphed to the address specified below.
Very truly yours,
InterSecurities, Inc.
By:_______________________________________
Registered Principal
The undersigned hereby accepts and agrees to the terms of this Agreement.
Firm Name:________________________________
By:_______________________________________
Authorized Securities Principal
Name:_____________________________________
Title: ___________________________________
Address: _________________________________
_________________________________
Telephone: _______________________________
Federal Tax I.D.:_________________________
NASD CRD No.:_____________________________
(RETAIN A COPY AND RETURN THE ORIGINAL)
- 4 -
<PAGE>
APPENDIX A
TO
IDEX SERIES FUND
DEALER'S SALES AGREEMENT
SALES COMPLIANCE POLICIES RELATING TO THE
MULTIPLE CLASS DISTRIBUTION SYSTEM
Each portfolio of IDEX Series Fund (each a "Portfolio" and collectively,
the "Portfolios"), other than the IDEX Series Fund Growth Portfolio, which
includes four classes of shares, currently offers three classes of shares as
follows:
Class A shares are ordinarily purchased with a front-end sales load and are
currently subject to an annual 12b-1 fee of up to .35% of the average daily
net assets of that Portfolio's Class A shares.
Class B shares are purchased with no front-end sales charge and are
currently subject to an annual 12b-1 fee of 1.00% of the average daily net
assets of that Portfolio's Class B shares. Class B shares are also subject
to a contingent deferred sales charge at a declining rate, payable upon
redemption of the shares during the first six years after purchase. Class B
shares automatically convert to Class A shares eight years after purchase.
Class C shares are purchased with no front-end sales charge and are
currently subject to an annual 12b-1 fee of up to .90% (.60% for the
Tax-Exempt Portfolio) of the average daily net assets of that Portfolio's
Class C shares.
Class T Shares of IDEX Growth Portfolio will be subject to a maximum
initial 8.50% sales charge, but no ongoing annual 12b-1 fees. Class T
Shares will be available for sale only to existing Class T shareholders
(former shareholders of IDEX Fund and IDEX Fund 3). CLASS T SHARES WILL NOT
BE OFFERED OR SOLD TO NEW INVESTORS.
To assist investors in selecting the method of investing that best meets
their needs and to ensure proper supervision of mutual fund purchase
recommendations, we request that your internal guidelines include the following
policies:
(1) Any purchases of Portfolio shares for less than $500,000 may be of
shares either 1) subject to a front-end sales charge and an ongoing 12b-1 fee of
up to .35% of the average daily net assets of those shares (Class A Shares); 2)
subject to an ongoing 12b-1 fee of 1.00% of the average daily net assets of
those shares, a contingent deferred sales charge on the lesser of the original
purchase price or redemption proceeds at a declining rate for the six years
following purchase as follows: 5% during the first year, 4% during the second
year, 3% during the third year, 2% during the fourth year, 1% during the fifth
and sixth years, and 0% after the sixth year, and automatic conversion to Class
A shares eight years after purchase (Class B Shares); or 3) subject to no
front-end sales charge and a 12b-1 fee of up to .90% (.60% for the Tax-Exempt
Portfolio) of the average daily net assets of those shares (Class C Shares).
(Purchases of Growth Portfolio shares for less than $500,000 may also be of
Class T shares, if available to the investor (i.e., the investor is, at the time
of purchase, an existing Class T shareholder). Such shares are subject to a
front-end sales charge, but no ongoing annual 12b-1 fees).
(2) Any purchases of Portfolio shares for $500,000 or more but less than
$1,000,000 may be of shares either 1) subject to a front-end sales charge and an
ongoing 12b-1 fee of up to .35% of the average daily net assets of those shares
(Class A shares); or 2) subject to no front-end sales charge and a higher 12b-1
fee (Class C shares). (Purchases of Growth Portfolio shares for $500,000 or more
but less than $1,000,000 may also be of Class T shares, if available to the
investor (i.e., the investor is, at the time of purchase, an existing Class T
shareholder). Such shares are subject to a front-end sales charge, but no
ongoing annual 12b-1 fees). Purchases of $500,000 or more for Class B shares
will be declined.
(3) Sales personnel should determine which class of shares best meets the
investor's needs based on the relevant facts and circumstances, including, but
not limited to:
(a) the specific dollar amount of the purchase;
(b) the length of time the investor expects to hold his or her shares;
(c) any other relevant circumstances, such as the availability of
sales charge waivers or reductions on Class A and Class B shares (and Class
T shares, if available to the investor);
(d) the availability of breakpoints for reduced sales loads on Class A
shares (and Class T shares, if available to the investor); and
(e) sales of shares of each Portfolio, and each Class thereof, shall
be effected in accordance with Section 2310 (formerly Section 2) and
Section 2830 (formerly Section 26) of the NASD Rules, as interpreted by the
NASD.
- 1 -
<PAGE>
(4) Any purchase of Portfolio shares for $1,000,000 or more normally should
be for Class A shares because such a purchase will not be subject to a front-end
sales charge and will have lower ongoing 12b-1 fees than those imposed on Class
B or Class C shares. (If, however, Class T shares of the Growth Portfolio are
available to the investor (i.e., the investor is, at the time of purchase, an
existing Class T shareholder), the purchase of Growth Portfolio shares for
$1,000,000 or more normally should be for Class T shares, because such a
purchase will not be subject to a front-end sales charge and will have no
ongoing 12b-1 fees.) However, if no front-end sales charge is incurred because a
Class A or Class T purchase equals or exceeds $1,000,000, a deferred sales
charge of 1% will be imposed at redemption of such shares within the first
twelve months of the purchase.
(5) Investors who are eligible for a complete waiver of the front-end sales
charge on Class A shares, and in the case of the Growth Portfolio, are not
eligible to purchase Class T shares on such a basis, normally should purchase
Class A shares because the ongoing 12b-1 fees of such shares are lower than
those of Class B or Class C shares (keeping in mind that upon redemption of such
shares within the first twelve months of purchase, a 1% deferred sales charge
may be imposed on such redemption).
(6) With respect to the Growth Portfolio, investors who are eligible to
purchase Class T shares and are eligible for a complete waiver of the front-end
sales charge on Class T shares normally should purchase Class T shares because
Class T shares have no ongoing 12b-1 fees (keeping in mind that upon redemption
of such shares within the first twelve months of purchase, a 1% deferred sales
charge may be imposed on such redemption, unless the shares were purchased
through a qualified retirement plan).
Investors should consider both ongoing annual expenses and front-end and
contingent deferred sales charges, if any, in estimating the costs of investing
in the respective classes of Portfolio shares over time. For example, new
investors that qualify for a substantial reduction in a front-end sales charge
ordinarily should determine that a purchase of Class A shares, subject to lower
ongoing expenses, is preferable to a purchase of Class B shares which are
subject to higher ongoing 12b-1 fees and a contingent deferred sales charge or
of Class C shares which would be subject to payment of a higher ongoing 12b-1
fee.
Alternatively, an investor whose purchase of Portfolio shares would not
qualify for a reduction of the front-end sales charge, may wish to avoid the
sales charge and thus initially invest all of his or her dollars in Class B or
Class C shares. Such an investor should consider how long he or she plans to
hold such shares when deciding which class of shares to purchase. Certain
investors may elect to purchase Class B shares if they determine it to be most
advantageous to have all their funds invested initially and intend to hold their
shares for an extended period of time. Investors in Class B shares should take
into account whether they intend to remain invested until the end of the
conversion period and thereby take advantage of the reduction in ongoing fees
resulting from the conversion into Class A shares. Other investors may elect to
purchase Class C shares if they determine that it is advantageous to have all
their assets invested initially and they are uncertain as to the length of time
they intend to hold their assets in the Fund. See especially the sections
"Summary of Expenses," "Alternative Purchase Arrangements," "Shareholder
Information and Instructions - How to Buy Shares" and "Investment Advisory and
Other Services" in the prospectus for the respective Portfolio.
The above policies are reflected in a revised prospectus for the
Portfolios. These policies are in addition to, and not intended to override, any
other of your internal policies.
<PAGE>
IDEX II SERIES FUND
TRANSFER AGENCY AGREEMENT
AMENDED FEE SCHEDULE
EXHIBIT A
For its services as Transfer Agent, the Fund shall pay to Idex Investor
Services, Inc. the following fees*:
$ 12.00 per open account per year (pro rated)**
$ 2.43 set up fee for each new account established
$ 1.45 per closed account per year
* Less the amount of credits, if any, received by or applied to the transfer
agent from DST Systems, Inc. for brokerage of portfolio transactions of the
Fund placed by or through a broker/dealer affiliated with DST Systems, Inc.
** This $12.00 fee includes the annual base rate per open account of
$10.00, plus an additional annual $2.00 per open account fee, contingent
upon review after one year, which is to cover expenses paid by the transfer
agent for the Imaging technology system, including projected annual
operating costs and training resources.
Effective this day, April 1, 1994
IDEX II SERIES FUND IDEX INVESTOR SERVICES, INC.
/S/ G. JOHN HURLEY /S/ THOMAS R. MORIARTY
By: _______________________ By: ________________________
G. John Hurley Thomas R. Moriarty
President and Chief Senior Vice President
Executive Officer
<PAGE>
CERTIFICATE OF
IDEX II SERIES FUND
I, Becky A. Ferrell, Assistant Vice President and Secretary of IDEX II
Series Fund (the "Fund"), hereby certify that the following resolutions were
duly adopted by the Board of Trustees of the Fund on March 14, 1994, which
resolutions have not been amended, rescinded or annulled and remain in full
force and effect:
WHEREAS, Section 5 of the Transfer Agency Agreement, as amended, for each
of the Funds provides for annual fee adjustments based on the average of
the Consumer Price Index ("CPI") and Producer Price Index ("PPI"); and
WHEREAS, the Board of Trustees has determined that it is in the best
interest of the Fund and its shareholders to obtain the anticipated
benefits of the Transfer Agent's acquisition of Imaging equipment to
enhance customer service for the Funds;
NOW THEREFORE BE IT
RESOLVED, that the revised fee schedule for the Transfer Agency Agreement
between each Fund and Idex Investor Services, Inc. ("IIS") reflecting a
1.45% increase in the fees payable pursuant to the Transfer Agency
Agreement, which represents the average of the CPI and PPI for 1993, a copy
of which is attached to these minutes as Exhibit B, be, and it hereby is,
approved; and
FURTHER RESOLVED, that the appropriate officers of and counsel to the Funds
be, and they hereby are, directed to prepare and execute an amendment to
the Transfer Agency Agreement between each Fund and IIS, that would
expressly include an additional annual $2.00 per open account fee to cover
expenses paid by IIS for the Imaging technology system, including projected
annual operating costs and training resources; and
FURTHER RESOLVED, that in March of 1995, the Trustees intend to re-evaluate
the $2.00 per open account additional annual fee in light of the expenses
actually incurred by IIS in connection with the acquisition and
implementation of Imaging technology, and if appropriate, to consider an
adjustment in the amount of such fee.
/S/ BECKY A. FERRELL
DATED: April 1, 1994 By: _______________________________________
Becky A. Ferrell
Assistant Vice President and Secretary
IDEX II Series Fund
<PAGE>
IDEX II SERIES FUND
FOURTH AMENDMENT TO TRANSFER AGENCY AGREEMENT
THIS AMENDMENT TO TRANSFER AGENCY AGREEMENT (the "Amendment") is made and
entered into this 1st day of April, 1996, between IDEX II Series Fund, a
Massachusetts business trust and registered investment company with its
principal place of business at 201 Highland Avenue, Largo, Florida 34640 (the
"Fund") and IDEX INVESTOR SERVICES, INC., a registered transfer agent with
offices at 201 Highland Avenue, Largo, Florida 34640 (the "Transfer Agent").
RECITALS
A. The Fund and the Transfer Agent have entered into a Transfer Agency
Agreement dated February 1, 1988, as amended March 12, 1989, March 16, 1992 and
April 1, 1993 (the "Transfer Agency Agreement").
B. Section 5(a) of the Transfer Agency Agreement provides that the Transfer
Agent fees payable by the Fund shall be set forth in a Fee Schedule which shall
be attached to the Transfer Agency Agreement as Exhibit A, and Section 5(b) of
the Transfer Agency Agreement provides that such Fee Schedule may be amended
from time to time by attaching a revised Fee Schedule and a certified resolution
of the Trustees of the Fund to the Transfer Agency Agreement.
C. Two Amendments to the Transfer Agency Agreement were executed on March
12, 1989 and March 16, 1992, respectively, which provided that the compensation
rate established on the Fee Schedule be automatically adjusted annually by a
factor designed to take into account inflation. In addition, the Fee Schedule
has been amended from time to time to take into account various circumstances,
with the approval of the Trustees of the Fund.
D. The parties desire to further amend the Transfer Agency Agreement
regarding the compensation payable thereunder to the Transfer Agent to provide
that the Trustees of the Fund will annually review the compensation payable to
the Transfer Agent pursuant to this Agreement, based on several factors.
Now, therefore, the parties agree as follows:
1. COMPENSATION. The transfer agent fees payable to the Transfer Agent as
set forth on the Fee Schedule attached to the Transfer Agency Agreement as
Exhibit A shall be reestablished annually, commencing April 1, 1996, by specific
action of the Trustees of the Fund. The Trustees shall determine the transfer
agent fees payable annually by considering any and all factors that they shall
deem necessary and appropriate, including, but not limited to, the following:
the current rate of inflation, the operating results of the Transfer Agency,
whether the Transfer Agency has opened more accounts than it has closed during
the past year, industry comparable information from other transfer agents
(whether based on information provided by the Investment Company Institute or
otherwise), the extent of separate transaction fees being charged to
shareholders of the Fund in addition to the transfer agency fees.
2. REMAINDER OF AGREEMENT. Except as expressly amended herein, the Transfer
Agency Agreement remains in full force and effect.
IDEX II SERIES FUND, IDEX INVESTOR SERVICES, INC.,
a Massachusetts business trust a Florida corporation
/S/ G. JOHN HURLEY /S/ THOMAS R. MORIARTY
By:____________________________ By:___________________________
G. John Hurley, Thomas R. Moriarty,
President and Chief Executive Officer Senior Vice President
<PAGE>
IDEX II SERIES FUND
THIRD AMENDMENT TO TRANSFER AGENCY AGREEMENT
THIS AMENDMENT TO TRANSFER AGENCY AGREEMENT ("Amendment") is made and
entered into this 1st day of April, 1993, between IDEX II Series Fund, a
Massachusetts business trust and registered investment company with its
principal place of business at 201 Highland Avenue, Largo, Florida 34640 (the
"Fund") and IDEX INVESTOR SERVICES, INC., a registered transfer agent with
offices at 201 Highland Avenue, Largo, Florida 34640 (the "Transfer Agent").
RECITALS
A. The Fund and the Transfer Agent have entered into a Transfer Agency
Agreement dated February 1, 1988, as amended March 16, 1992 (the "Transfer
Agency Agreement").
B. The parties desire to amend Section 5(c) of the Transfer Agency
Agreement to expressly include in reimbursable out-of-pocket expenses the
charges paid by the Transfer Agent to DST Systems, Inc. ("DST") for system usage
and programming charges.
Now, therefore, the parties agree Section 5(c) of the Transfer Agency
Agreement is amended in its entirety to read as follows:
5. COMPENSATION AND EXPENSES.(c) In addition to the transfer agent fees
payable to the Transfer Agent in accordance with the Fee Schedule attached as
Exhibit A to the Transfer Agency Agreement, the Fund agrees to reimburse
Transfer Agent for all reasonable out-of-pocket expenses or advances in
connection with the performance of services under this Agreement, including
without limitation, postage, envelopes, printing, check forms, forms for reports
and statements, stationery, microfilming, telephone and telegraph charges,
including charges for a telephone drop line, DST charges for system usage and
programming, and similar items. Transfer Agent will provide to Fund, not less
frequently than monthly, a detailed accounting of all out-of-pocket expenditures
made by Transfer Agent on behalf of the Fund.
IDEX II Series Fund, IDEX INVESTOR SERVICES, INC.,
Massachusetts business trust a Florida corporation
/S/ G. JOHN HURLEY /S/ THOMAS R. MORIARTY
By:____________________________ By:___________________________
G. John Hurley, Thomas R. Moriarty
President and Chief Senior Vice President
Executive Officer
<PAGE>
AMENDMENT TO TRANSFER AGENCY AGREEMENT
THIS AMENDMENT TO TRANSFER AGENCY AGREEMENT ("Amendment") is made and
entered into this 16th day of March, 1992, between IDEX II Series Fund, a
Massachusetts business trust and registered investment company with its
principal place of business at 201 Highland Avenue, Largo, Florida 34640 (the
"Fund") and IDEX INVESTOR SERVICES, INC., a registered transfer agent with
offices at 201 Highland Avenue, Largo, Florida 34640 (the "Transfer Agent").
RECITALS
A. The Fund and the Transfer Agent have entered into a Transfer Agency
Agreement dated February 1, 1988 (the "Transfer Agency Agreement").
B. On March 12, 1989, the parties entered into an Amendment to Transfer
Agency Agreement, to provide for the periodic adjustment of the compensation
payable thereunder to the Transfer Agent, (the "Previous Amendment").
C. The parties desire to revise the formula set forth in the Previous
Amendment and intend this Amendment to supersede the Previous Amendment.
Now, therefore, the parties agree as follows:
1. COMPENSATION. The transfer agent fees payable to the Transfer Agent as
set forth on Exhibit A to the Transfer Agency Agreement, shall be reestablished
annually, commencing April 1, 1992. Such re-established compensation shall be
computed by (1) multiplying the compensation rate then in effect by the average
(arithmetic mean) of the percentage increase in the "Consumer Price Index" and
the percentage increase in the "Producer Price Index" for the immediately
preceding fiscal year as published by the United States Department of Labor
Bureau of Labor Statistics, or any successor index thereto; and (ii) adding the
product of such computation to the then-current compensation rate to determine
the new adjusted compensation rate; provided, however, that any such fee
adjustment shall not take effect unless approved by the Trustees of the Fund.
2. REMAINDER OF AGREEMENT. Except as expressly amended herein, the Transfer
Agency Agreement remains in full force and effect.
IDEX II Series Fund, IDEX INVESTOR SERVICES, INC.,
a Massachusetts business trust a Florida corporation
/S/ G. JOHN HURLEY /S/ THOMAS R. MORIARTY
By:____________________________ By:___________________________
G. John Hurley, Thomas R. Moriarty
President and Chief Senior Vice President
Executive Officer
<PAGE>
AMENDMENT TO TRANSFER AGENCY AGREEMENT
THIS AMENDMENT TO TRANSFER AGENCY AGREEMENT is made and entered into this
12th day of March, 1989, between IDEX II, a Massachusetts business trust and
registered investment company with its principal place of business at 201
Highland Avenue, Largo, Florida 34640 (the "Fund"), and IDEX INVESTOR SERVICES,
INC., a registered transfer agent with offices at 201 Highland Avenue, Largo,
Florida 34640 (the "Transfer Agent").
RECITALS
A. The Fund and the Transfer Agent entered into a Transfer Agency Agreement
dated February 1, 1988 (the "Transfer Agency Agreement").
B. The parties desire to amend the Transfer Agency Agreement to provide for
the periodic adjustment of the compensation payable thereunder to the Transfer
Agent.
Now, therefore, the parties agree as follows:
1. COMPENSATION. The transfer agent fees payable to the Transfer Agent as
set forth on Exhibit A to the Transfer Agency Agreement shall be re-established
annually, commencing April 1, 1989. Such re-established compensation shall be
computed by (i) multiplying the compensation rate then in effect by the
percentage increase in the "Consumer Price Index" or the "Producer Price Index"
for the immediately preceding fiscal year, whichever is less, as published by
the United States Department of Labor, Bureau of Labor Statistics, or any
successor index thereto; and (ii) adding the product of such computation to the
then-current compensation rate to determine the new adjusted compensation rate;
provided, however, that any such fee adjustment shall not take effect until
approved by the Trustees of the Fund.
2. REMAINDER OF AGREEMENT. Except as expressly amended herein, the Transfer
Agency Agreement remains in full force and effect.
IDEX II, a Massachusetts IDEX INVESTOR SERVICES, INC.,
business trust a Florida corporation
/S/ JOHN R. KENNEY G. JOHN HURLEY
By: ___________________________ By: _________________________
John R. Kenney, President G. John Hurley, President
<PAGE>
IDEX II AND IDEX INVESTOR SERVICES, INC.
TRANSFER AGENCY AGREEMENT
THIS TRANSFER AGENCY AGREEMENT is made and entered into as of this _1st__
day of _February__, 1988 between IDEX II, a Massachusetts business trust and
registered investment company with its principal place of business at 600
Cleveland Street, Suite 800, Clearwater, Florida 34615, (the "Fund") and IDEX
Investor Services, Inc., a registered transfer agent with offices at 600
Cleveland Street, Suite 1000, Clearwater, Florida, 34615 (the "Transfer Agent").
In consideration of the mutual covenant herein contained, the parties
hereto agree as follows;
1. APPOINTMENT.
(a) The Fund hereby employs and appoints Transfer Agent as its transfer
agent and dividend disbursing agent effective February 1, 1988, for all shares
of beneficial interest of the Fund, now or hereafter issued, and for any further
class or classes of shares that the Fund subsequently may issue.
(b) Transfer Agent hereby accepts such employment and appointment and
agrees that it will act as the Fund's transfer agent and dividend disbursing
agent, and that in connection therewith, it will perform all of the usual and
ordinary services of a transfer agent and dividend disbursing agent, including,
without limitation, the following services and functions: issuing, transferring
and cancelling certificates of shares of beneficial interest, maintaining all
shareholder accounts, preparing shareholder meeting lists, mailing proxies,
receiving and tabulating proxies, mailing shareholder reports and prospectuses,
withholding taxes on non-resident alien and foreign corporation accounts, for
pension and deferred income, back-up withholding or other instances agreed upon
by the parties, preparing and mailing checks for disbursement of income
dividends and capital gains distributions, preparing and filing Form 1099 for
all shareholders, preparing and mailing confirmation forms to shareholders and
dealers for all transactions in shareholders accounts for which confirmations
are required, recording reinvestments of dividends and distributions in Fund
shares, recording redemptions of Fund shares and preparing and mailing checks
for payments upon redemptions and for disbursements to systematic withdrawal
plan holders.
(c) It is understood that the Transfer Agent is an affiliate of the Fund's
investment adviser, IDEX Management, Inc. (the "Adviser") and the Fund's
Principal Underwriter, Pioneer Western Distributors, Inc. ("Distributor"), and
that directors, officers, employees and agents of the Transfer Agent may be
interested in the Adviser, the Distributor or the Fund, or all of them, as
trustees, directors, officers, employees, agents, shareholders, or otherwise, of
the Adviser, the Distributor, the Fund or all of them.
(d) The Fund understands and agrees that the Transfer Agent may, in its
discretion, subcontract for certain of the services to be provided hereunder.
2. REPRESENTATIONS AND WARRANTIES OF TRANSFER AGENT. Transfer Agent
represents and warrants to Fund that:
(a) It is a corporation duly organized and existing in good standing under
the laws of the State of Florida.
<PAGE>
(b) It is registered as a transfer agent to the extent required under the
Securities Act of 1934.
3. REPRESENTATIONS AND WARRANTIES OF THE FUND. The Fund represents and
warrants to Transfer Agent that:
(a) It is a business trust duly organized and existing in good standing
under the laws of the Commonwealth of Massachusetts.
(b) It is an open-end diversified management investment company registered
under the Investment Company Act of 1940, as amended.
(c) A registration statement under the Securities Act of 1933 has been
filed and is effective with respect of all shares of the Fund to be offered for
sale.
(d) The Fund has the power under applicable laws and under its Declaration
of Trust and Bylaws to enter into and perform this Agreement.
4. DOCUMENTS TO BE SUPPLIED.
(a) On or before the effective date of this Agreement, Fund shall deliver
to the Transfer Agent the following documents:
(1) A certified copy of the Fund's Declaration of Trust and all
amendments thereto;
(2) A certified copy of the Bylaws of the Fund as then in effect;
(3) Certified copies of the resolutions of the Trustees of the Fund
authorizing the execution of this Agreement and designating certain
authorized persons to give instructions to Transfer Agent and to sign
certificates of shares of beneficial interest of the Fund;
(4) A specimen certificate for shares of the Fund in the form approved
by the Trustees, accompanied by a certificate of the Secretary of the Fund
as to such approval;
(5) Specimens of the signatures of the officers of the Fund authorized
to sign certificates of shares of beneficial interest and of individuals
authorized to sign written instructions and requests;
(6) Copies of account application forms and other documents relating
to shareholder accounts;
(7) Copies of the registration statement and amendments thereto, filed
with the Securities and Exchange Commission;
(8) Copies of all agreements then in effective between the Fund and
any agent with respect to the issuance, sale or cancellation of shares;
(9) A legal memorandum with respect to the status of shares of
beneficial interest of the Fund under state securities laws; and
(10) An opinion of counsel for the Fund with respect to the validity
of the shares of beneficial interest of the Fund.
(b) From time to time during the term of this agreement, the Fund shall
also furnish the Transfer Agent with the following documents:
(1) A certified copy of any amendment to the Declaration of Trust and
Bylaws of the Fund;
<PAGE>
(2) Certified copies of each additional resolution of the Trustees of
the Fund designating authorized persons to give instructions to the
Transfer Agent;
(3) Certificates as to any change in officers, trustees or authorized
persons of the Fund;
(4) Each registration statement filed with the Securities and Exchange
Commission, and each amendment and/or with respect thereto, with respect to
the sale of shares of the Fund;
(5) Specimens of any new certificates for Fund shares accompanied by
appropriate resolutions of the Trustees of the Fund approving such forms;
(6) Such other documents, certificates or opinions as the transfer
agent may reasonably request.
5. COMPENSATION AND EXPENSES.
(a) In consideration for its services hereunder as transfer agent and
dividend disbursing agent, the Fund shall pay to Transfer Agent fees in
accordance with the Fee Schedule attached hereto as Exhibit A.
(b) The compensation agreed to in this Agreement may be changed from time
to time by the parties by attaching to this Agreement a revised Fee Schedule,
dated and signed by an authorized officer of each party, and a certified
resolution of the Trustees of the Fund authorizing such revised Fee Schedule.
(c) In addition to the Transfer Agent fee paid pursuant to subparagraph
(a), above, Fund agrees to reimburse Transfer Agent for all reasonable
out-of-pocket expenses or advances in connection with the performance of
services under this Agreement, including, without limitation, postage,
envelopes, printing, check forms, forms for reports and statements, stationery,
microfilming, telephone and telegraph charges, including charges for a telephone
drop line, and similar items. Transfer Agent will provide to Fund, not less
frequently than monthly, a detailed accounting of all out-of-pocket expenditures
made by Transfer Agent on behalf of the Fund.
(d) Transfer Agent shall bill the Fund as soon as practicable after the end
of each calendar month for the fee due for that month, and said billings shall
be detailed in accordance with the Fee Schedule of the Fund. The Fund shall
promptly pay to the Transfer Agent the amount of such billing.
6. SALE OF SHARES.
(a) Whenever the Fund shall sell or cause to be sold any shares of
beneficial interest, the Fund shall provide or cause to be provided to the
Transfer Agent information concerning such sales, including: (i) the number of
shares sold, the trade date and price; (ii) the amount of money to be delivered
to the Custodian of the Fund for the sale of such shares; (iii) in the case of a
new account, a new account application or sufficient information to establish an
account.
(b) The Transfer Agent will, upon receipt by it of a check or other payment
identified by it as an investment in shares of the Fund and drawn or endorsed to
the Transfer Agent as agent for, or identified as being for the account of, the
Fund, promptly deposit such check or other payment to the appropriate account
and shall cause the investment to be duly recorded on the shareholder records of
the Fund. The Transfer Agent will notify the Fund, or its designee, and the
Custodian of all purchases and related account adjustments. Out of the money
received in payment for shares, Transfer Agent shall pay to the Custodian the
net asset value per share and shall pay to the Fund's Principal Underwriter its
commission.
<PAGE>
(c) Upon receipt of the information required under subparagraph (a) and
notification from the Custodian that such money has been received by it, the
Transfer Agent shall issue to the purchaser or his authorized agent such shares
as he is entitled to receive, based upon the appropriate net asset value of the
Fund's shares, determined in accordance with applicable federal law or
regulation, as described in the Fund's current prospectus. In issuing shares to
a purchaser or his authorized agent, the Transfer Agent shall be entitled to
rely upon the latest written directions, if any, previously received by the
Transfer Agent from the purchaser or his authorized agent concerning the
delivery of such shares.
(d) In connection with wire orders or telephone orders for shares, Transfer
Agent will follow such procedures which may established by the Fund from time to
time. All wire or telephone purchases will be subject to such additional
requirements as may be described in the Fund's current prospectus. The Fund and
the Transfer Agent reserve the right to modify or terminate the procedures for
wire orders or telephone orders at any time.
7. TRANSFERS AND EXCHANGES. The Transfer Agent is authorized to review and
process transfers of shares of the Fund and exchanges between the Fund and other
mutual funds as permitted in the current prospectus for the Fund. If shares to
be transferred are represented by outstanding certificates, the Transfer Agent
shall, upon surrender to it of the certificates in proper form for transfer, and
upon cancellation thereof, countersign and issue new certificates for a like
number of shares and deliver the same. If the shares to be transferred are not
represented by outstanding certificates, the Transfer Agent shall, upon an order
thereof by or on behalf of the registered holder thereof in proper form, credit
the same to the transferee on its books. If the shares are to be exchanged for
shares of another mutual fund, the Transfer Agent will process such exchange in
the same manner as a redemption and sale of shares, except that it may, in its
discretion, waive requirements for information and documentation.
8. REDEMPTION.
(a) Transfer Agent shall redeem shares of the Fund upon receipt by Transfer
Agent of: (i) a written request for redemption, signed by each registered owner
exactly as the shares are registered; (ii) any certificates which have been
issued for such shares, properly endorsed; (iii) signature guarantees to the
extent required by the Transfer Agent as described in the current prospectus for
the Fund; (iv) any additional documents required by the Transfer Agent for
redemption by corporations, executors, administrators, guardians and others
acting in a representative capacity. The Transfer Agent will, consistent with
procedures which may be established by the Fund from time to time for redemption
by wire or telephone, upon receipt of such a wire order or telephone redemption
request, redeem shares and transmit the proceeds of such redemption to the
redeeming shareholder as directed. All wire or telephone redemptions will be
subject to such additional requirements as may be described in the Fund's
current prospectus. The Fund and the Transfer Agent reserve the right to modify
or terminate the procedures for wire orders or telephone redemptions at any
time.
(b) If the Transfer Agent has received a completed application and
authorization of redemption by draft signed by the registered owner in
accordance with procedures established by the Fund, Transfer Agent will, as
agent for the shareholder, upon receipt of a redemption draft cause the Fund to
redeem a sufficient number of shares in the shareholder's account to cover the
amount of the draft. All draft redemptions will be subject to such additional
requirements as may be described in the Fund's current prospectus and the rules
and regulations of the Transfer Agent.
(c) Upon receipt of all necessary information and documentation relating to
a redemption, the Transfer Agent will issue to the Custodian an advice setting
forth the number of shares of the Fund received by the Transfer Agent for
redemption and that such shares are valid and in good form for redemption. The
Transfer Agent shall,
<PAGE>
upon notification that the Custodian has transferred funds for the redemption of
shares to a redemption account at the Custodian or at another bank, pay such
monies to the shareholder, his authorized agent or legal representative.
9. CONFIRMATIONS. Upon each transaction in a shareholder's account,
Transfer Agent shall mail confirmations of such transactions to shareholders and
dealers in a timely fashion.
10. DUTIES AS DIVIDEND DISBURSING AGENT.
(a) Transfer Agent will maintain one or more deposit accounts as dividend
disbursing agent for the Fund, into which the funds for payment of dividends and
distributions provided for hereunder will be deposited and against which checks
will be drawn.
(b) The Fund will promptly notify the Transfer Agent of the declaration of
any dividend or distribution. The Fund shall furnish to the Transfer Agent a
certificate of an authorized person specifying the date of the declaration of
such dividend or distribution, the payment date thereof, the record date as of
which shareholders entitled to payment shall be determined, the amount payable
per share to shareholders of record as of that date, and the total amount
payable to the Transfer Agent on the payment date.
(c) On or before the payable date of any dividend or distribution, the
Transfer Agent shall notify the Fund's Custodian of the the estimated amount of
cash required to pay said dividend or distribution, and the Fund agrees that, on
or before the mailing date of such dividend or distribution, the Fund shall
instruct the Custodian to place in a dividend disbursing account at such bank as
may be directed by the Transfer Agent, the funds equal to the cash amount to be
paid out to shareholders. Transfer Agent shall, in accordance with shareholder
instructions, calculate, prepare and mail checks to or (where appropriate)
credit such dividends or distributions to the account of, Fund shareholders, and
maintain and safeguard all underlying records.
(d) Transfer Agent shall replace lost checks upon receipt of properly
executed affidavits and maintain stop payment orders against such replaced
checks.
(e) Transfer Agent shall not be liable for any improper payments made in
accordance with resolutions of the Trustees of the Fund.
(f) Transfer Agent shall prepare and mail to each Fund shareholder such
information which respect to each dividend or distribution as is required by
applicable by federal and state income tax laws and regulations and by the
Investment Company Act of 1940.
11. CERTIFICATES.
(a) The Fund shall supply Transfer Agent with an adequate supply of blank
share certificates to meet the Transfer Agent's requirements therefor. Such
share certificates will be signed manually or by facsimile signatures of the
officers of the Fund authorized by law and by the Bylaws of the Fund to sign
such share certificates. The Fund agrees that, notwithstanding the death,
resignation or removal of any officer of the Fund whose signature appears on
such certificates, the Transfer Agent may continue to countersign certificates
which bear such signatures until otherwise directed in writing by the Fund.
(b) The Transfer Agent shall maintain a record of each certificate issued
and the number of shares represented thereby and the holder of record of such
shares, and shall maintain a stop transfer record on lost and/or replaced
certificates.
<PAGE>
(c) The Transfer Agent agrees to prepare, issue and mail certificates for
shares as requested by shareholders of the Fund in accordance with the
instructions of the Fund and to confirm such issuance to the shareholder and the
Fund or its designee.
(d) The Fund hereby authorizes the Transfer Agent to issue replacement
share certificates in lieu of certificates which have been lost, stolen or
destroyed, without any further action of the Trustees or any officer of the
Fund, upon receipt by the Transfer Agent of properly executed affidavits or lost
certificate bonds in form satisfactory to the Transfer Agent, and the Fund and
the Transfer Agent shall be obligees under any such bond.
(e) The Transfer Agent may establish such rules and regulations governing
the transfer or registration of share certificates as it deems advisable and
consistent with such rules and regulations generally adopted by transfer agents.
12. RECORDS AND REPORTS.
(a) Transfer Agent shall maintain and safeguard records for each
shareholder's account showing at least the following information: (i) name,
addresses, taxpayer identification numbers and account numbers; (ii) number of
shares held; (iii) historical account information, including dividends paid and
date and price of all transactions on a shareholder's account; (iv) certificate
numbers and denominations for any shareholders holding share certificates; (v)
dealer identification and commission information; (vi) any stop order or
restraining order placed against the shareholder's account; (vii) information
concerning withholdings in the case of a foreign shareholder; (viii) any capital
gain or dividend reinvestment order, Check-o-Matic Plan, Systematic Withdrawal
Plan, Letter of Intention or retirement plan information.
(b) Transfer Agent shall maintain records of (i) issued shares and (ii)
number of shareholders and their aggregate shareholding, classified according to
their residence in each state of the United States or foreign country.
(c) Any records required to be maintained by Rule 31a-1 under the
Investment Company Act of 1940 shall be preserved for the period prescribed in
Rule 31a-2 under such Act. Such records may be inspected by the Fund at all
reasonable times. The Transfer Agent may, at its option at any time, and shall
forthwith upon the Fund's demand, turn over to the Fund and cease to retain in
Transfer Agent's files records and documents created and maintained by the
Transfer Agent in performance of its services hereunder or for its protection.
At the end of the prescribed retention period, such records and documents shall
either be turned over to the Fund or destroyed, in accordance with the Fund's
authorization.
(d) Transfer Agent will furnish to the Fund and to properly authorized
auditors, examiners and other persons designated by the Fund, access to records
and reports maintained by Transfer Agent in connection with its duties
hereunder.
(e) Except as otherwise agreed between the parties or as otherwise required
by law, Transfer Agent will keep confidential all records of and information in
its possession relating to the Fund or its shareholders or shareholder accounts
and will not disclose the same to any person except at the request of or with
the consent of the Fund.
13. SHAREHOLDER SERVICING.
(a) Transfer Agent will respond promptly to correspondence and telephone
inquiries from shareholders and shall investigate all shareholder inquires.
(b) In connection with any meeting of shareholders, upon receiving
appropriate instructions and written materials prepared by the Fund, the
Transfer Agent will prepare shareholder lists and proxy cards, mail and certify
as to the mailing of proxy
<PAGE>
materials, process and tabulate returned proxy cards, furnish one or more
reports of proxies voted prior to the meeting, and certify to the Secretary of
the Fund the shares voted at the meeting.
(c) Transfer Agent shall address and mail all communications to
shareholders or their nominees, including proxy material and periodic reports to
shareholders.
14. INSTRUCTIONS.
(a) The Transfer Agent shall be protected in acting upon any paper or
document believed by it to be genuine and to be signed by an authorized person
of the Fund and shall not be held to have any notice of any change of authority
of any person until receipt of written notice thereof from the Fund. It shall
also be protected in processing share certificates which it reasonably believes
to bear the proper manual or facsimile signatures of the officers of the Fund
and the proper counter-signature of the Transfer Agent.
(b) Transfer Agent may apply at any time to any officer of the Fund for
written instructions, and, at the expense of the Fund, may seek advice from
legal counsel for the Fund, with respect to any matter arising in connection
with this Agreement, and it shall not be liable for any action taken to not
taken or suffered by it in good faith in accordance with such written
instructions or with the opinion of such counsel. In addition, the Transfer
Agent, its officers, agents or employees, shall accept instructions or requests
given to them by any person representing or acting on behalf of the Fund only if
said representative is known by the Transfer Agent, its officers, agents or
employees, to be an authorized person of the Fund. The Transfer Agent shall have
no duty or obligation to inquire into, nor shall the Transfer Agent be
responsible for, the legality of any act done by it upon the request or
direction of authorized persons of the Fund.
(c) Notwithstanding any provision of this Agreement, the Transfer Agent
shall have no duty or obligation to inquire into, and shall not be liable for:
(i) the legality of the issue or sale of any shares of the Fund or the
sufficiency of the amount to be received therefor; (ii) the legality of the
redemption of any shares of the Fund or priority of the amount to be paid
therefore; (iii) the legality of the declaration of any dividend of the Fund, or
the legality of the issue of any shares of the Fund in payment of any stock
dividend; or (iv) the legality of any recapitalization or readjustment of the
shares of the Fund.
15. INDEMNIFICATION AND STANDARD OF CARE.
(a) Transfer Agent shall at all times use reasonable care and act in good
faith in performing its duties hereunder.
(b) Except to the extent that Transfer Agent is covered by and receives
payment from any insurance coverage, Transfer Agent shall incur no liability to
the Fund in connection with its performance of services hereunder, unless such
liability such arise from any error, omission or negligent act within the scope
of its duties hereunder, including but not limited to failure to discover any
dishonest act, or acts done with intent to cause damage to the Fund. Without
limiting the generality of the foregoing, Transfer Agent shall not be liable or
responsible for delays or errors occurring by reason of circumstances beyond its
control, including acts of civil, military, banking or other regulatory
authority, national emergencies, labor difficulties, fire, flood or other
catastrophes, acts of God, insurrection, war, riots, failure of transportation,
communication or power supply, or malfunctions of, or unavoidable difficulties
with, Transfer Agent's records or equipment.
(c) The Fund hereby agrees to indemnify and hold harmless the Transfer
Agent from and against any and all claims, demands, expenses and liabilities
(whether with or without basis in fact or law) of any and every nature which the
Transfer Agent may sustain or incur or which may be asserted against Transfer
Agent by any person by
<PAGE>
reason of, or as a result of: (i) any action taken or omitted to be taken by the
Transfer Agent in good faith in reliance upon any certificate, instrument, order
or share certificate believed by it to be genuine and to be signed,
countersigned or executed by any duly authorized person of the Fund, upon the
oral or written instructions of any authorized person of the Fund or upon the
opinion of legal counsel for the Fund or its own counsel; or (ii) any action
taken or omitted to be taken by the Transfer Agent in connection with its
appointment in good faith in reliance upon any law, act, regulation or
interpretation of the same even though the same may thereafter may have been
altered, changed, amended or repealed. However, this indemnification shall not
apply to actions or omissions of the Transfer Agent or its directors, officers,
employees or agents in cases of its own gross negligence, willful misconduct,
bad faith, or reckless disregard of its or their duties hereunder.
16. TERM AND TERMINATION.
(a) This Agreement shall become effective on February 1, 1988 and shall
continue in effect until terminated in accordance with the provisions hereof.
(b) Either party may terminate this Agreement by giving 60 days written
notice to the other party. In the event such notice is given by the Fund, it
shall be accompanied by a certified resolution of the Trustees of the Fund,
stating the election to terminate this Agreement and designating a successor
transfer agent.
(c) In addition to any other rights or remedies it may have under this
Agreement or by law, the Fund shall have the right to terminate this Agreement
immediately upon the occurrence at any time of any of the following events:
(1) any interruption or cessation of operations by Transfer Agent or
its assigns or subcontractors which materially interferes with the business
and operation of the Fund;
(2) the bankruptcy of Transfer Agent or the appointment of a receiver;
or
(3) failure by Transfer Agent or its assigns or subcontractors to
perform its duties in accordance with this Agreement, which failure
materially adversely affects the business and operations of the Fund and
which failure continues for 30 days after receipt of written notice from
the Fund to Transfer Agent.
(d) If this Agreement is terminated by the Fund pursuant to subsection (b)
above, the Fund will have and is hereby granted the right, at its option, to use
or cause its agents, employees or independent contractors to use for as long as
the Fund deems necessary for its operations, and without payment of any
compensation or reimbursement to Transfer Agent, Transfer Agent's system,
including all of the programs, manuals and other materials and information
necessary to operate the system.
(e) In the event of termination, Transfer Agent agrees to cooperate with
the Fund in effecting all necessary transfers of the Fund's records to the Fund
or to the successor Transfer Agent.
17. APPLICABLE LAW. This Agreement is executed and delivered in the State
of Florida and shall be governed by the laws of the State of Florida.
18. AMENDMENT. No provisions of this Agreement may be amended or modified
in any manner except by written instrument executed by both parties hereto.
19. ASSIGNMENT. This Agreement shall not be assigned by either party except
with the written consent of the other party.
20. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
<PAGE>
21. NOTICES. Any notice or other instrument in writing, authorized or
required by this Agreement to be given to the Fund or the Transfer Agent, shall
be deemed to be sufficiently given if addressed to that party and mailed or
delivered to it at its office set forth below or at such other place as such
party may from time to time designate in writing:
To the Fund: IDEX II
600 Cleveland Street, Suite 800
Clearwater, FL 34615
ATT: Peter D. Jones, Executive Vice President
To the Transfer Agent: IDEX Investor Services, Inc.
600 Cleveland Street, Suite 1000
Clearwater, FL 34615
ATT: G. John Hurley
22. LIMITATION OF LIABILITY. A copy of the Declaration of Trust of the Fund
is on file with the Secretary of the Commonwealth of Massachusetts and notice is
hereby given that this Agreement has been executed on behalf of the Fund by the
undersigned officer of the Fund in his capacity as an officer of the Fund. The
obligations of this Agreement shall only be binding upon the assets and property
of the Fund and shall not be binding upon any trustee, officer or shareholder of
the Fund individually.
IN WITNESS WHEREOF, the parties have caused this agreement to be executed
by their respective duly authorized officers, as of the day and year first above
written.
IDEX II, a Massachusetts business trust
/S/ PETER D. JONES
By: ______________________________
Peter D. Jones, Executive Vice President
IDEX INVESTOR SERVICES, INC.,
a Florida corporation
/S/ G. JOHN HURLEY
By: _____________________________
G. John Hurley
<PAGE>
IRA APPLICATION
INDIVIDUAL RETIREMENT ACCOUNT
IDEX MUTUAL FUNDS
<PAGE>
INSTRUCTIONS
Use this application to open an IRA account that will be administered by
Investors Fiduciary Trust Company (IFTC), as Custodian for an IDEX Individual
Retirement Account.
This application package includes:
/bullet/ An application to open your new IDEX Individual Retirement Account.
/bullet/ A Request Form to transfer funds from an existing retirement account to
this IDEX IRA.
/bullet/ A Request Form for a direct rollover from an existing retirement
account to this IDEX IRA.
/bullet/ An Individual Retirement Account Custodial Agreement and IRA Disclosure
Statement, which are to be retained by the shareholder.
Procedures For New Accounts
/bullet/ To establish a new IDEX IRA Account, carefully complete this
application. Sign the application, enclose the investment check, retain
the Custodial Agreement and Disclosure Statement.
/bullet/ Make investment check payable to IDEX Mutual Funds.
/bullet/ Mail to: Idex Investor Services, Inc., P.O. Box 9015, Clearwater,
Florida 34618-9015.
/bullet/ No money need accompany this application if an Automatic Investment
Plan, transfer or rollover is selected.
Procedures for Rollover/Transfer Accounts
/bullet/ To rollover or transfer existing qualified retirement plan assets from
one custodian or trustee to IDEX, please complete the enclosed
Retirement Plan Direct Rollover Request Form or Retirement Plan
Transfer Request Form and send it with the application.
/bullet/ In Section 4 of the IDEX Mutual Funds IRA Application "Source of
Funds", please check the appropriate box indicating the type of
Rollover or Transfer, defined as follows:
/bullet/ Direct Rollover - Eligible rollover distribution (i.e. separation from
service) attributable to participation in a Qualified Plan (401(k),
Profit Sharing, Money Purchase Pension Plan, etc.), Qualified Plan
Rollover IRA or 403(b) or 403(b)(7) tax sheltered account or annuity,
or TSA rollover IRA forwarded directly from custodian of current plan
to an IDEX IRA account.
/bullet/ Indirect Rollover - Eligible rollover distribution attributable to
participation in a Qualified Plan (401(k), Profit Sharing, Money
Purchase Pension Plan), Qualified Plan Rollover IRA or 403(b) or
403(b)(7) tax sheltered account or annuity, or TSA rollover IRA, that
is forwarded directly to the participant and is reinvested in an IDEX
IRA account within 60 days.
/bullet/ Direct Transfer - Transfer (distributable event has not occurred)
directly from current IRA, SEP-IRA, SAR/SEP, IRA account to another IRA
account.
/bullet/ Mail IRA Application and Retirement Plan Direct Rollover Request Form
or Retirement Plan Transfer Request Form (if applicable) to: Idex
Investor Services, Inc., P.O. Box 9015, Clearwater, Florida 34618-9015
/bullet/ For assistance call us at (800) 851-9777, weekdays from 8:00 a.m. to
7:00 p.m., Eastern Standard Time.
THANK YOU
<PAGE>
INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT AGREEMENT
Form 5305-A (Rev. October 1992) (Under Section 408(a) of the Internal
Department of the Treasury Revenue Code)
Internal Revenue Service. Do Not file with Internal Revenue Service.
This agreement is entered into on the date written on the accompanying IDEX
Mutual Funds IRA Application ("Application") by and between the undersigned (the
Depositor) and Investors Fiduciary Trust Company (the Custodian) having its
principal place of business at Kansas City, Missouri.
The Depositor whose name appears on the Application hereby establishes an
Individual Retirement Account (under section 408(a) of the Internal Revenue
Code) to provide for his or her retirement and for the support of his or her
beneficiaries after death.
The Custodian named herein has given to the Depositor a Disclosure
Statement as required by the Income Tax Regulations under section 408(i) of the
Code.
The Depositor has given to the Custodian the sum listed on the Application
(in cash) to establish an Individual Retirement Custodial Account for the
Depositor under this agreement and the Depositor and the Custodian agree to the
following:
Article I
The Custodian may accept additional cash contributions on behalf of the
Depositor for a tax year of the Depositor. The total cash contributions are
limited to $2,000 for the tax year unless the contribution is a rollover
contribution described in section 402(c) (but only after December 31, 1992),
403(a)(4), 403(b)(8), 408(d)(3), or an employer contribution to a simplified
employee pension plan as described in section 408(k). Rollover contributions
before January 1, 1993, include rollovers described in section 402(a)(5),
402(a)(6), 402(a)(7), 403(a)(4), 403(b)(8), 408(d)(3), or an employer
contribution to a simplified employee pension plan as described in section
408(k).
Article II
The Depositor's interest in the balance in the custodial account is
non-forfeitable.
Article III
1. No part of the custodial funds may be invested in life insurance
contracts, nor may the assets of the custodial account be commingled with other
property except in a common trust fund or common investment fund (within the
meaning of section 408(a)(5)).
2. No part of the custodial funds may be invested in collectibles (within
the meaning of section 408(m)) except as otherwise permitted by section
408(m)(3) which provides an exception for certain gold and silver coins issued
under the laws of any state.
Article IV
1. Notwithstanding any provision of this agreement to the contrary, the
distribution of the Depositor's interest in the custodial account shall be made
in accordance with the following requirements and shall otherwise comply with
section 408(a)(6) and Proposed Regulations section 1.408-8, including the
incidental death benefit provisions of Proposed Regulations section
1.401(a)(9)-2, the provisions of which are incorporated by reference.
<PAGE>
2. Unless otherwise elected by the time distributions are required to begin
to the Depositor under paragraph 3, or to the surviving spouse under paragraph
4, other than in the case of a life annuity, life expectancies shall be
recalculated annually. Such election shall be irrevocable as to the Depositor
and the surviving spouse and shall apply to all subsequent years. The life
expectancy of a nonspouse beneficiary may not be recalculated.
3. The Depositor's entire interest in the custodial account must be or
begin to be distributed by the Depositor's required beginning date (April 1
following the calendar year end in which the Depositor reaches age 701/2). By
that date, the Depositor may elect, in a manner acceptable to the Custodian, to
have the balance in the custodial account distributed in:
(a) A single sum payment.
(b) An annuity contract that provides equal or substantially equal
monthly, quarterly, or annual payments over the life of the Depositor.
(c) An annuity contract that provides equal or substantially equal
monthly, quarterly, or annual payments over the joint and last survivor
lives of the Depositor and his or her designated beneficiary.
(d) Equal or substantially equal annual payments over a specified
period that may not be longer than the Depositor's life expectancy.
(e) Equal or substantially equal annual payments over a specified
period that may not be longer than the joint life and last survivor
expectancy of the Depositor and his or her designated beneficiary.
4. If the Depositor dies before his or her entire interest is distributed
to him or her, the entire remaining interest will be distributed as follows:
(a) If the Depositor dies on or after distribution of his or her
interest has begun, distribution must continue to be made in accordance
with paragraph 3.
(b) If the Depositor dies before distribution of his or her interest
has begun, the entire remaining interest will, at the election of the
Depositor or, if the Depositor has not so elected, at the election of the
beneficiary or beneficiaries, either
(i) Be distributed by the December 31 of the year containing the
fifth anniversary of the Depositor's death, or
(ii) Be distributed in equal or substantially equal payments over
the life or life expectancy of the designated beneficiary or
beneficiaries starting by December 31 of the year following the year
of the Depositor's death. If, however, the beneficiary is the
Depositor's surviving spouse, then this distribution is not required
to begin before December 31 of the year in which the Depositor would
have turned age 701/2.
(c) Except where distribution in the form of an annuity meeting the
requirements of section 408(b)(3) and its related regulations has
irrevocably commenced, distributions are treated as having begun on the
Depositor's required beginning date, even though payments may actually have
been made before that date.
(d) If the Depositor dies before his or her entire interest has been
distributed and if the beneficiary is other than the surviving spouse, no
additional cash contributions or rollover contributions may be accepted in
the account.
5. In the case of a distribution over life expectancy in equal or
substantially equal annual payments, to determine the minimum annual payment for
each year, divide the Depositor's entire interest in the Custodial account as of
the close of business on December 31 of the preceding year by the life
expectancy of the Depositor (or the joint life and last survivor expectancy of
the Depositor and the Depositor's designated beneficiary, or the life expectancy
of the designated beneficiary, whichever applies). In the case of distributions
under paragraph 3, determine the initial life expectancy (or joint life and last
survivor expectancy) using the attained ages of the Depositor and designated
beneficiary as of their birthdays in the year the Depositor reaches age 701/2.
In the case of a distribution in accordance with paragraph (4)(b)(ii), determine
life expectancy using the attained age of the designated beneficiary as of the
beneficiary's birthday in the year distributions are required to commence.
<PAGE>
6. The owner of two or more individual retirement accounts may use the
"alternative method" described in Notice 88-38, 1988-1 C.B. 524. to satisfy the
minimum distribution requirements described above. This method permits an
individual to satisfy these requirements by taking from one individual
retirement account the amount required to satisfy the requirement for another.
Article V
1. The Depositor agrees to provide the Custodian with information necessary
for the Custodian to prepare any reports required under section 408(i) and
Regulations sections 1.408-5 and 1.408-6.
2. The Custodian agrees to submit reports to the Internal Revenue Service
and the Depositor prescribed by the Internal Revenue Service.
Article VI
Notwithstanding any other articles which may be added or incorporated the
provisions of Articles I through III and this sentence will be controlling. Any
additional articles that are not consistent with section 408(a) and the related
regulations will be invalid.
Article VII
This agreement will be amended from time to time to comply with the provisions
of the Code and related regulations. Other amendments may be made with the
consent of the Depositor and the Custodian.
Article VIII
1. The Depositor appoints Investors Fiduciary Trust Company as Custodian of
this Account. After deduction of all appropriate fees and charges, the balance
of Depositor's contributions shall be invested in IDEX Mutual Funds, Cash
Equivalent Fund Portfolios, and/or any other permitted mutual funds
(collectively "Fund").
2. The Depositor directs the Custodian to invest contributions and reinvest
dividends and capital gains distributions in shares of Funds as directed on the
Application. The Depositor (or beneficiary, where applicable) may cause shares
of any Fund to be exchanged for shares of any other Fund by submitting
instructions in a form acceptable to and filed with the custodian, upon the
terms imposed by the prospectus of the Fund for which shares are acquired in the
exchange. By giving such instructions, the Depositor (or beneficiary) will be
deemed to have acknowledged receipt of such prospectus.
3. The Custodian shall have no investment responsibility or discretion with
respect to this IRA and shall not be liable for interest on any cash balance in
the account. The Custodian shall not vote the shares held therein except as
directed by Depositor. In the event the Depositor fails or declines to direct
the Custodian as to voting such shares, that failure or declination to direct
shall be deemed to be a direction not to vote such shares.
4. This document constitutes the entire contract between Depositor and
Custodian and no representative of Idex Management, Inc. ("Company") or any
broker-dealer shall be deemed to be a representative of or acting on behalf of
the Custodian nor shall any such representative have any authority to make
representations or to bind the Custodian except as otherwise provided, beyond
the terms of this Agreement.
5. The Depositor shall have the right, by written notice to the Custodian,
to designate or to change a beneficiary to receive any benefit to which the
Depositor may be entitled in the event of his or her death prior to the complete
distribution of such benefits. If no such destination is in effect upon the
Depositor's death or if no designated beneficiary survives the Depositor, his or
her beneficiary shall be his or her estate.
<PAGE>
6. The Depositor shall provide information to the Custodian at such times
and in such manner and containing such information as will enable the Custodian
to prepare reports required by the Internal Revenue Service pursuant to Section
408(i) of the Internal Revenue Code of 1986, as amended, and regulations
promulgated thereunder. The Custodian shall submit such reports to the Internal
Revenue Service and the Depositor (or beneficiary when applicable) as may be
required by the Internal Revenue Service from time to time.
7. The Depositor shall be charged by the Custodian for its services under
this Agreement in such amount as the Custodian shall establish from time to
time. Sufficient shares may be liquidated from the IRA to pay the fee. The
annual fee in effect on the date of this Agreement is set forth in the
Application, and a transfer fee for employer securities is set forth in the
Transfer Request Form. A different fee may be substituted at any time. The
Custodian's ability to earn income on amounts held in non- interest bearing
accounts has been taken into consideration in establishing the Custodian's fees.
The Custodian shall be entitled to retain any such income as a part of its
agreed compensation hereunder, and such income shall not be or become a part of
the IRA.
8. Any income taxes or other taxes of any kind whatsoever that may be
levied or assessed, upon or in respect to the IRA, any transfer taxes incurred
in connection with the investment and reinvestment of the assets of the IRA,
other administrative expenses incurred by the Custodian in the performance of
its duties including fees or legal services rendered to the Custodian, and the
compensation to the Custodian shall be paid from the assets of the account.
9. Neither the Custodian nor Company will, under any circumstance, be
responsible for the timing, purpose or propriety of any contribution or of any
distribution made hereunder, nor shall the Custodian or Company incur any
liability or responsibility for any tax imposed on account of any such
contribution or distribution. Without limiting the generality of the foregoing,
neither the Custodian nor the Company is obligated to make any distribution,
absent a specific direction from the Depositor or the designated beneficiary to
do so.
10. The Depositor and the Custodian delegate to the Company the right to
amend this Agreement (including retroactive amendments) by written notice to the
Custodian and the Depositor. The Depositor shall be deemed to have consented to
any such amendment, provided that
(a) no amendment shall cause or permit any part of the assets of the
IRA to be diverted to purposes other than for the exclusive benefit of the
Depositor or his or her beneficiaries;
(b) any amendment which affects the rights, duties or responsibilities
of the Custodian may only be made with the Custodian's consent; and
(c) no amendment shall be made except in accordance with any
applicable laws and regulations affecting this Agreement and the IRA.
11. The Custodian may resign at any time upon thirty (30) days written
notice to the Company or may be removed by the Depositor or any current
beneficiary at any time upon thirty (30) days notice in writing to the
Custodian. Such notice of removal must include designation of a successor
custodian. The successor custodian shall satisfy the requirements of section
408(h) of the Code. Upon receipt by the Custodian of written acceptance of such
appointment by the successor custodian, the Custodian shall transfer and pay
over to such successor the assets of and records relating to the IRA. The
Custodian is authorized, however, to reserve such sum of money as it may deem
advisable for payment of all its fees, compensation, costs and expenses, or for
payment of any other liability constituting a charge on or against the assets of
the IRA or on or against the Custodian, and where necessary may liquidate shares
in the IRA for such payments. Any balance of such reserve remaining after the
payment of all such items shall be paid over to the successor Custodian. The
Custodian shall not be liable for the acts or omissions of any predecessor or
successor custodian or trustee.
12. This Agreement shall terminate upon the complete distribution of the
Account to the Depositor or his beneficiaries or to successor individual
retirement accounts or annuities. The Depositor may at any time terminate this
Agreement in whole or in part by delivering to the Custodian a signed written
notice to termination in a form acceptable to the Custodian.
<PAGE>
13. The Custodian shall not incur any liability or responsibility in taking
or omitting to take any action based on any notice, election, or instruction or
any written instruction believed by the Custodian to be genuine and to have been
properly executed. The Custodian shall be under no duty or inquiry with respect
to any such notice, election, instruction, or written instruction, but in it
discretion may request any tax waivers, proof of signatures or other evidence
which it reasonably deems necessary for its protection. The Depositor and the
successors of the Depositor including any executor or administrator of the
Depositor shall, to the extent permitted by law, indemnify the Custodian and its
successors and assigns against any and all claims, actions or liabilities of the
Custodian to the Depositor or the successors or beneficiaries of the Depositor
whatsoever (including without limitation all reasonable expenses incurred in
defending against or settlement of such claims, actions or liabilities) which
may arise in connection with this Agreement or the IRA, except those due to the
Custodian's own bad faith, gross negligence or willful misconduct. The Custodian
shall not be under any duty to take any action not specified in this Agreement,
unless the Depositor shall furnish it with instructions in proper form and such
instructions shall have been specifically agreed to by the Custodian, or to
defend or engage in any suit with respect hereto unless it shall have first
agreed in writing to do so and shall have been fully indemnified to its
satisfaction.
14. Notwithstanding anything to the contrary, this Agreement shall be
deemed accepted by the Custodian when the Custodian accepts for investment
Depositor's initial contribution made in accordance with the terms of this
Agreement and the Application.
15. This Agreement shall be construed, administered and enforced according
to the laws of the State of Missouri.
16. The acceptance of this Agreement by the Depositor is indicated by
execution in Item 12 of the Application (Depositor's signature).
17. The acceptance of the account by the Custodian shall be evidenced by a
confirmation mailed to the Depositor.
General Instructions
(Section references are to the Internal Revenue Code unless otherwise noted.)
Purpose of Form
Form 5305-A is a model custodial account agreement that meets the requirements
of section 408(a) and has been automatically approved by the IRS. An Individual
Retirement Account (IRA) is established after the form is fully executed by both
the individual (Depositor) and the Custodian and must be completed no later than
the due date of the individual's income tax return for the tax year (without
regard to extensions).
This account must be created in the United States for the exclusive benefit of
the Depositor or his or her beneficiaries.
Individuals may rely on regulations for the Tax Reform Act of 1988 to the extent
specified in those regulations. Do not file Form 5305-A with the IRS. Instead,
keep it for your records.
For more information on IRAs, including the required disclosure you can get from
your custodian, get Pub. 590, Individual Retirement Arrangements (IRAs).
Definitions
Custodian. - The custodian must be a bank or savings and loan association, as
defined in section 408(n), or other person who has the approval of the IRS to
act as custodian.
Depositor. - The depositor is the person who establishes the custodial account.
<PAGE>
Identifying Number
The depositor's Social Security number will serve as the identification number
on his or her IRA. An employer identification number is required only for an IRA
for which a return is filed to report unrelated business taxable income. An
employer identification number is required for a common fund created for IRAs.
IRA for Non-Working Spouse
Form 5305-A may be used to establish the IRA custodial account for a non-working
spouse.
Contributions to an IRA custodial account for a non-working spouse must be made
to a separate IRA custodial account established by the non-working spouse.
Specific Instructions
Article IV - Distributions made under this article may be made in a single sum,
periodic payment, or a combination of both. This distribution option should be
reviewed in the year the Depositor reaches age 701/2 to ensure that the
requirements of section 408(a)(6) have been met.
Article VIII - Article VIII and any that follow it may incorporate additional
provisions that are agreed to by the depositor and custodian to complete the
agreement. They may include, for example, definitions, investment powers, voting
rights, exculpatory provisions, amendment and termination, removal of custodian,
custodian's fees, state law requirements, beginning date of distributions,
accepting only cash, treatment of excess contributions, prohibited transactions
with the depositor, etc. Use additional pages if necessary and attach them to
this form.
Note: Form 5305-A may be reproduced and reduced in size for adoption to passbook
purposes.
Form 5305-A (Rev. 10/92)
<PAGE>
IRA DISCLOSURE STATEMENT
The following information is provided in accordance with the provisions of the
Internal Revenue Code and Treasury regulations. Please read it together with
Form 5305-A, Individual Retirement Custodial Account (the IRA Agreement), and
the prospectus for the IDEX Fund or Cash Equivalent Fund Portfolio you have
selected as the investment for your IRA contributions.
You are permitted to revoke your IDEX IRA by mailing or delivering a written
notice of revocation, within seven days after the date the account is
established (which is the date you signed the IRA Application) to: Investors
Fiduciary Trust Company (IFTC), Idex Investor Services, Inc. P.O. Box 9015,
Clearwater, FL 34618. A mailed notice shall be deemed mailed on the date of the
postmark (certification or registration if sent by certified or registered
mail). Upon such revocation your entire contribution without adjustment for
sales commissions, administrative expenses or fluctuation in market value will
be returned to you. You may also revoke your IRA within the seven day period by
calling IDEX Mutual Funds at (800) 851-9777.
An IRA is a program through which taxpayers may obtain certain income tax
benefits by accumulating funds to provide retirement benefits for themselves. As
with most other tax-sheltered programs, certain conditions and restrictions
apply.
I understand that contributions must be made in cash and may be treated as
deductions from my gross income for Federal income tax purposes. I must also
file IRS Form 5329 with my Federal income tax return if tax is payable on
account of excess contributions, premature distributions or excess accumulation.
I also understand that:
1. In general, during any taxable year, l am allowed deduction for the
least of the following amounts:
(a) The actual amount of contributions to my individual retirement
program;
(b) $2,000 or (c) 100% of compensation.
2. In general, if I make a contribution to a separate individual retirement
program for my unemployed spouse (or my employed spouse, if he or she elects to
being treated as having no compensation), the total deduction is limited to the
least of the following amounts:
(a) $2,250 or
(b) 100% of compensation.
It is my further understanding that no more than $2,000 can be contributed to
the account of either spouse during any tax year and that a joint tax return
must be filed to receive the full deduction.
3. (a) If I am not married, and not an active participant in an employer
sponsored retirement plan, I may make a fully deductible contribution to my
individual retirement program, up to the limit described in Item 1 above. If I
am married and neither I nor my spouse is an active participant in an employer
sponsored retirement plan, I may make a fully deductible contribution to my
individual retirement program, up to the limits described in Item 1 or 2,
whichever is applicable. If I (or my spouse, if I file a joint return) am
covered by an employer sponsored retirement plan, my contribution to my
individual retirement program will be deductible only to the extent permitted by
Item 4 below.
(b) An employer sponsored retirement plan includes any of the following: -
a qualified pension, profit sharing or stock bonus plan described in
Codess.401(a). - a qualified annuity plan described in Codess.403(a). - a tax
sheltered annuity or custodial account described in Codess.403(b). - a
simplified employee pension (SEP) described in Codess.408(k). - a plan
established for its employees by the United States, by a State or political
subdivision thereof, or an employee or instrumentality of any of the foregoing.
<PAGE>
(c) Whether I am an active participant in an employer sponsored retirement
plan depends on the type of plan that is sponsored. Generally, if my employer
sponsored a defined benefit (pension) plan, I am considered to be an active
participant if I am eligible to accrue a benefit under the plan. It does not
matter for this purpose whether or not I actually do accrue a benefit. If my
employer maintains a defined contribution plan, I am generally considered to be
an active participant if an employer contribution or forfeiture is credited to
my account during the year. I am also considered to be an active participant if
I make either voluntary or mandatory contributions to a 401 (k) plan or any
other employer sponsored retirement plan, whether or not such contribution is
made on a pre-tax or after-tax basis and whether or not my employer contributes
to that plan.
4. (a) If I (or my spouse, if I file a joint return) am an active
participant in an employer sponsored retirement plan, my ability to deduct the
contribution to my individual retirement program will be limited if my adjusted
gross income exceeds the "applicable amount." The "applicable amount" depends on
my marital status and how I file my tax return. If: - I am single, the
applicable amount is $25,000. - I am married filing jointly, the applicable
amount is $40,000. - I am married filing separately, the applicable amount is
$0.
(b) If my adjusted gross income exceeds the "applicable amount" by not more
than $10,000 I may still make a deductible contribution to my individual
retirement program. However, the deductible amount will be less than $2,000 (or
$2,250, if Item 2 is applicable). I may determine the deductible portion of my
contribution by completing the following calculations:
1. Subtract the applicable amount from adjusted gross income. (If the
difference is greater than $10,000, no deductible contribution may be
made.)
2. Subtract the amount in Step 1 from $10,000.
3. Divide the amount in Step 2 by $10,000.
4. Multiply the fraction derived in Step 3 by $2,000. If this amount is not
a multiple of $10, round up this amount to the next highest $10. This is the
maximum deductible contribution available.
(c) If my adjusted gross income is less than $35,000 if I am single,
$50,000 if I am married filing jointly, or $10,000 if I am married filing
separately, then I may make a minimum deductible contribution to my retirement
program of $200, regardless of the amount calculated above.
(d) For purposes of the calculation, my adjusted gross income is determined
by calculating my adjusted gross income for tax return purposes without regard
to my deductible individual retirement program contribution, but with regard to
any taxable Social Security benefits and any passive loss limitations.
5. Even if my deductible contribution to my individual retirement program
is limited, I may still contribute up to the limits described in Items 1 or 2.
The difference between those limits and the deductible amount will not be
deductible. However, all earnings on my nondeductible contributions will be
tax-deferred until distribution.
6. Contributions to my individual retirement program will be reported on my
Form 1040 or 1040A. I must designate the deductible and nondeductible portion of
my distribution on that return, as well as the distributions received from my
individual retirement programs during the year and the aggregate account balance
of all of my individual retirement programs as of the end of the year. If I
overstate on my tax return the nondeductible amount, a penalty of $100 will be
imposed on each overstatement, unless I can show that the overstatement was due
to reasonable cause.
7. The contribution to my individual retirement program (whether or not
deductible) must be made by the due date of my tax return, without regard to
extensions.
8. For purposes of determining the size of the contribution that may be
made, only my compensation and earned income for personal services actually
rendered may be used (including wages, salaries and professional fees and other
amounts received as compensation). If I receive alimony or income from a
separate maintenance agreement which is includable in my gross income, I may
include those amounts as compensation. Earnings from property such as interest,
rents and dividends may not be
<PAGE>
used; neither may compensation not includable in gross income as income such
earned from sources outside the United States.
9. No deduction from gross income is allowed in respect to contributions
made in the taxable year in which I attain age 701/2 or thereafter.
10. If I make a contribution in excess of the amount that may be
contributed to an individual retirement program for any taxable year, an excise
tax of 6% of the amount of the excess contributions will be levied to me, unless
the excess is refunded to me on or before the date (including any extensions)
for filing my income tax return for that taxable year; the 6% excise tax will be
levied in each subsequent taxable year as long as the excess contribution
remains in the account unless and until the excess is applied to a subsequent
year's contributions.
If I withdraw any excess contribution on a timely basis it will not be
considered a premature distribution, nor will it be taxed as ordinary income.
However, the earnings on the excess contribution will be taxed as ordinary
income. The excess contribution may also be carried over and reported in the
next year to the extent that the excess contribution and the individual
retirement program contribution for the next year do not exceed the maximum
limitations.
11. This account must be for the exclusive benefit of me and my beneficiary
or beneficiaries. The account shall be non-forfeitable.
12. This account is being established primarily for retirement purposes at
or after my age 591/2, but I have the right to liquidate it prior to retirement.
13. Any proceeds paid from the account will be treated as taxable income
includable in gross income under the provisions of the Code and any distribution
prior to my attaining age 591/2 will be subject to an additional penalty tax of
10% of the amount of the distribution. However, distributions prior to age 591/2
under one of the following circumstances will not be subject to the 10%
additional penalty tax.
These include:
- distributions after my death.
- distributions made on account of my disability.
- distributions which are part of a scheduled series of substantially equal
periodic payments for my life or life expectancy, or the joint lives (or
life expectancies) of me and a beneficiary.
The entire proceeds from my account may also be rolled over into another
Individual Retirement Account at any time (but no more frequently than once a
year) without tax penalty. I may also make a direct rollover of an eligible
rollover distribution from an employer plan or a tax-sheltered account or
annuity for my IRA without incurring taxes. Distributions of my nondeductible
contributions are not subject to the 10% additional penalty tax, but this tax
will be assessed on the earnings on the nondeductible contributions.
14. The account cannot be sold, assigned, alienated or pledged as
collateral for a loan or as security for the performance of an obligation or for
any other purpose to any person, provided that, if I should take any one of
these actions (which are prohibited transactions under the Code) my Individual
Retirement Account will be disqualified and the full value of it will be treated
as taxable income under Item 13 above as of the beginning of my taxable year in
which the action occurs. In addition, the additional 10% penalty tax may be
applicable.
15. Notwithstanding the contents of Item 14, the account can be transferred
to a former spouse under a divorce decree or written instrument incidental to
such divorce, without such action being considered to be a prohibited
transaction resulting in disqualification. In addition, a divorced spouse (or
one separated under a decree of separate maintenance) for whom a spousal IRA has
been established, can continue to make contributions.
16. My minimum distribution in the account must begin to be distributed by
April 1 of the year following the year in which I reach 701/2. Thereafter, my
minimum distribution must be made no later than December 31 of each year. If I
elect to defer my first distribution until the following year, I will be
<PAGE>
required to withdraw for both the prior and current year in that year. The
payment amount must be sufficient to cause all of my IRAs to be distributed over
my life expectancy or the joint life expectancies of me and my designated
beneficiary, determined by actuarial tables published by the Internal Revenue
Service. However, if my beneficiary is not my spouse, the value of the expected
distributions during my life time, determined at the time distributions begin,
must equal at least 50% of the total value at that time. I may choose the
following:
(a) whether I want my payments to be made over just my life expectancy
or the joint expectancy of me and my designated beneficiary, and
(b) whether the applicable life expectancy is to be recalculated each
year. Unless I make a written election to the contrary, if I choose: Single
life expectancy - my life expectancy will be recalculated each year. Joint
life expectancy - my joint life expectancy will not be recalculated each
year, rather, each year my original life expectancy will be reduced by one
year. Once payments have begun I may not change the basis on which minimum
payments are calculated.
17. If the full value of the account is not distributed in accordance with
the restrictions described in Item 16 above, then an excise tax of 50% will be
levied on the difference between the amount distributed before the end of my
taxable year in which I attain age 701/2 and the amount that should have been so
distributed, and the excise tax will be in addition to any income tax levied on
such difference.
18. If I die before attaining age 701/2, or after attaining age 701/2 but
before my minimum distributions have begun, my entire IRA must be paid to my
beneficiary within five years of my death, or in installment payments over the
life expectancy of my beneficiary. If my beneficiary chooses installment
payments, distributions must begin within one year following my death or, if my
beneficiary is my surviving spouse, distribution may begin the year I would have
attained age 701/2, if later.
As an option, if my beneficiary is my surviving spouse, he or she may inherit
the IRA and treat it as one established on his or her behalf. In that event, the
five-year limitation does not apply.
If I die after installment payments over the joint life expectancies of me and
my beneficiary have begun, the balance of the IRA must be distributed to my
beneficiary at least as rapidly as under the method of distribution in effect
prior to my death.
If more than one beneficiary is entitled to payment, each beneficiary can choose
his or her own form of benefit payment. 19. To the extent that a distribution to
me constitutes a return of my nondeductible individual retirement program
contributions, such amount will not be includable in income. The amount of any
distribution that is includable in my income is determined by multiplying the
amount of the distribution by a fraction. The numerator of the fraction is the
total of my nondeductible contributions under all individual retirement programs
that I maintain, and the denominator is the total balance of all of my
individual retirement programs (determined by adding back my distributions
during the year). The total non-includable amount cannot exceed the term of my
aggregate nondeductible contributions for all years.
20. A 15% excise tax will be imposed on annual distributions from all of my
tax-favored retirement plans and individual retirement programs, to the extent
that such annual distributions exceed the greater of $150,000 or $112,500
(adjusted for post-1986 increases in the cost of living). I understand that I
should consult with my tax advisor for more complete information, including the
availability of certain favorable elections that may be available.
21. I will have Federal income tax withheld from an individual retirement
program distribution unless I elect otherwise. Some states have similar
withholding requirements. If, however, the distribution is to be delivered
outside the United States, a 10% tax withholding must be applied unless I
certify to the IRA Administrator that I am a U.S. citizen residing overseas, or
that I am a "tax avoidance
<PAGE>
expatriot" as described in Code ss.877.
22. Taxable distributions from my account will be taxed as ordinary income
in the year received regardless of their source. They are not eligible for
capital gain treatment or the special 10 year or 5 year averaging rules that may
apply to lump-sum distributions from qualified employer plans.
23. Reasonable fees and other expenses may be charged to my IRA. A sales
commission as described in the Fund's prospectus will be charged against all
contributions (including rollover contributions) regardless of the time of year
that the contribution is made. Sales charges (commission) may be reduced as more
fully described in the Fund's prospectus. The Custodian will receive a custodial
fee as set forth in the Application an as substituted from time to time as
provided in the IRA Agreement. This fee, if not paid separately, will be charged
against your account.
24. Income, dividends and capital gains earned on the contributions
invested in the fund will be computed and allocated on a per share basis and
will be determined by the number of fund shares owned on the record date for
such dividend or capital gain distribution. Earnings or growth in the value of
your account, however, can neither be guaranteed nor projected.
25. The IDEX IRA is directly derived from IRS Form 5305-A Individual
Retirement Custodial Account, which is not required to be filed with the
Internal Revenue Service. The use of Form 5305-A by IDEX does not represent a
determination by the IRS as to the merits of the IDEX IRA.
26. Further information about IDEX IRAs can be obtained by writing IDEX
Investor Services, P.O. Box 9015, Clearwater, FL 34618. General information
about IRAs can also be obtained by calling any district office of the Internal
Revenue Service and requesting Publication 590.
<PAGE>
IDEX MUTUAL FUNDS IRA APPLICATION
To establish a new account, complete this application, sign it and enclose the
investment check. For assistance call us at (800) 851-9777. MAIL TO: IDEX
INVESTOR SERVICES, INC. /bullet/ P.O. BOX 9015 /BULLET/ CLEARWATER, FLORIDA
34618-9015
SECTION 1. ACCOUNT REGISTRATION SECTION 1. ACCOUNT REGISTRATION
- --------------------------------------------------------------------------------
First Name MI Last Name Social Security Number
- --------------------------------------------------------------------------------
Address Marital Status Date of Birth
- --------------------------------------------------------------------------------
City State Zip Code Country of Citizenship Daytime Telephone Number
(if other than the United States)
SECTION 2. INVESTMENT SELECTION
- --------------------------------------------------------------------------------
Amount Contribution Contribution
IDEX Series Fund ($500 minimum) Type Year
ER=Employer
SR=Salary Reduction
IRA=Personal
Equity Portfolios Class A Class B Class C
Aggressive Growth 208 233 218 $__________ _________ 19____
Capital Appreciation 206 231 216 $__________ _________ 19____
Global 209 234 219 $__________ _________ 19____
Growth 202 227 212 $__________ _________ 19____
C.A.S.E. 239 264 249 $__________ _________ 19____
Equity Income 222 247 232 $__________ _________ 19____
Tactical Asset 228 253 238 $__________ _________ 19____
Allocation
Balanced 205 230 215 $__________ _________ 19____
Income Portfolios
- --------------------------------------------------------------------------------
Flexible Income 204 229 214 $__________ _________ 19____
Income Plus 211 236 221 $__________ _________ 19____
Money Market Portfolios ($1,000 minimum)
- --------------------------------------------------------------------------------
Cash Equivalent Fund -
Money Market 217 $__________ _________ 19____
Cash Equivalent Fund -
Government Securities 223 $__________ _________ 19____
- --------------------------------------------------------------------------------
Other
(within the IDEX Series Fund)_________________ $__________ _________ 19____
- --------------------------------------------------------------------------------
TOTAL CONTRIBUTION FOR YEAR 19_____ $_________
TOTAL CONTRIBUTION FOR YEAR 19_____ $_________
CUSTODIAL FEE*________ $_________
TOTAL $_________
/bullet/ MAKE CHECK PAYABLE TO IDEX MUTUAL FUNDS.
<PAGE>
[ ] Check box if this is a new account application for a confirmed purchase
order already placed by telephone or through Fund/SERV. Order # ________
/bullet/ IF NO CLASS OF SHARES IS SELECTED, CLASS A SHARES WILL BE PURCHASED.
/bullet/ If more than one Portfolio is selected, accounts must have identical
registrations and options. /bullet/ IF NO CONTRIBUTION YEAR IS SELECTED, CURRENT
YEAR WILL BE USED. /bullet/ No money need accompany this application if an
Automatic Investment Plan is selected (see section 7) or if this account is
being established by an IRA Asset Transfer or Rollover. /bullet/ The CEF Money
Market Portfolio Account established for B share exchanges is subject to certain
limitations.
/bullet/ All Dividend and Capital Gains will be paid in additional shares.
* $12 per investment selection; maximum $24 per social security number. Fee
is generally waived if total Account(s) value is more than $50,000.
SECTION 3. TYPE OF REGISTRATION
- --------------------------------------------------------------------------------
SELECT ONE ONLY:
[ ] Regular IRA (701) - maximum contribution of $2000 per tax year
[ ] Rollover / Conduit IRA (703) - distribution from a qualified plan or Tax
Sheltered Annuity. (To maintain conduit status, no other money may be
commingled.)
[ ] Spousal IRA (705) - together, maximum regular IRA and spousal IRA
contributions may not exceed $2250 per tax year, with a maximum of $2000 in one
account.
[ ] SEP-IRA (702) - a simplified employee pension permitting employer
contributions to employee IRAs (Form 5305-SEP must be completed in addition to
this form.)
[ ] SAR/SEP-IRA (702) - a salary deferral SEP-IRA allowing employee pre-tax
deferrals to IRAs (Form 5305A-SEP must be completed in addition to this form.)
<PAGE>
SECTION 4. SOURCE OF FUNDS
SECTION 2. INVESTMENT SELECTION
- --------------------------------------------------------------------------------
[ ] PERSONAL CONTRIBUTION CHECK IS ENCLOSED.
[ ] 60-DAY ROLLOVER - If you have received a check from your prior plan within
the last 60 days and are enclosing a check for that amount.
[ ] From Qualified Plan (401(k), Profit Sharing, Money Purchase Pension Plan,
etc.) or Qualified Plan Rollover IRA (703)
[ ] From 403(b) Tax Sheltered Account (TSA) or TSA Rollover IRA (703)
[ ] From another Contributory IRA, SEP or SAR/SEP (703)
[ ] Direct Rollover - If you would like your current plan sponsor to send a
check directly to IDEX, please attach a completed Idex Investor Services
Retirement Plan Direct Rollover Request Form.
[ ] From Qualified Plan (401(k), Profit Sharing, Money Purchase Pension Plan,
etc.) or Qualified Plan Rollover IRA (703)
[ ] From 403(b) Tax Sheltered Account (TSA) or TSA Rollover IRA (703)
[ ] TRANSFER FROM OTHER IRA SPONSOR - If you would like your current custodian
to send a check directly to IDEX, please attach a completed Idex Investor
Services Retirement Plan Transfer Request Letter.
[ ] From Regular Contributory IRA (701) [ ] From Salary Reduction SEP
(SAR/SEP) (702)
[ ] From Employer Sponsored IRA (SEP) (702) [ ] From Conduit Rollover IRA
(703) - distribution from:
[ ] Qualified Plan (401(k), Keogh,
Pension Plan, etc.)
[ ] 403(b) Tax Sheltered Account
(TSA)
SECTION 5. BENEFICIARY
- --------------------------------------------------------------------------------
I hereby designate the following person(s) to receive any benefits due at my
death. I revoke all prior beneficiary designations for these assets.
NOTE: If no percentage is specified, primary beneficiaries will share the IRA
balance equally.
PRIMARY BENEFICIARY(IES) CONTINGENT BENEFICIARY(IES)
- --------------------------------------------------------------------------------
Name Birthdate Relationship % Name Birthdate Relationship %
- --------------------------------------------------------------------------------
Social Security Number Social Security Number
- --------------------------------------------------------------------------------
Name Birthdate Relationship % Name Birthdate Relationship %
- --------------------------------------------------------------------------------
Social Security Number Social Security Number
<PAGE>
SECTION 5. SYSTEMATIC EXCHANGE
- --------------------------------------------------------------------------------
/bullet/ Limited to exchanges between accounts of identical registration and
class of shares - $50 minimum per account.
Exchange $_____monthly from Portfolio __________ into Portfolio ___________
starting (Month/Day)
Exchange $_____monthly from Portfolio __________ into Portfolio ___________
starting (Month/Day)
SECTION 7. AUTOMATIC TELEPHONE PRIVILEGES
- --------------------------------------------------------------------------------
/bullet/ Your account will receive telephone exchange, redemption and purchase
privileges unless indicated below.
TELEPHONE EXCHANGE - Permits requests by telephone to exchange shares among IDEX
Mutual Fund accounts with identical registrations.
[ ] I do not want telephone exchange privileges.
TELEPHONE REDEMPTION - Permits redemption requests by telephone.
NOTE: Telephone requested redemptions will be sent by check to the address
listed in the registration or, at your request, may be directly deposited into
your bank account if you attach a voided check in Section 9 - Electronic Bank
Link.
[ ] I do not want telephone redemption privileges.
TELEPHONE PURCHASE - Permits telephone requests to make an investment. You can
only receive this privilege if you attach a voided check in Section 9 -
Electronic Bank Link.
[ ] I do not want telephone purchase privileges.
<PAGE>
SECTION 8. AUTOMATIC INVESTMENT PLAN (AIP) ($50 minimum per month per account)
- --------------------------------------------------------------------------------
[ ] I wish to invest directly from my checking or
savings account (select one): Beginning Day/Month Portfolio Amount
[ ] Monthly [ ] Quarterly ------------------ ------- $------
[ ] Semi-Annually
[ ] Annually ------------------ ------- $------
/bullet/ Investments may be made between the 3rd and the 28th only, and will
occur on the 15th if no selection is made. Exact date may vary 1-2 days. By
establishing an AIP, your account will automatically receive the Electronic Bank
Link option. (Please attach a voided check in Section 9.)
AUTOMATIC INVESTMENT PLUS
[ ] I wish to increase my periodic investment automatically (select one)
[ ] Monthly [ ] Quarterly [ ] Semi-Annually [ ] Annually
The amount of the increase will be (select one) $_______________ or
_______________%
SECTION 9. ELECTRONIC BANK LINK
- --------------------------------------------------------------------------------
By attaching a voided check or savings deposit slip, I authorize money to be
transferred upon request between my bank and IDEX.
[ ] Please use the enclosed investment check for Electronic Bank Link
information. (You do not need to attach a check below if you mark this box.)
*** TAPE SAVINGS DEPOSIT SLIP OR VOIDED CHECK HERE ***
/bullet/ A voided check or savings deposit slip must be attached if selecting
the following options:
/bullet/ Telephone Purchase or Telephone Redemption by direct deposit
/bullet/ Automatic Investment Plan /bullet/ Systematic Withdrawal Plan
(directly deposited into your bank account)
/bullet/ Cash dividends (directly deposited into your bank account)
/bullet/ For savings accounts, the bank's routing and transit number must be
shown on the slip along with the account number.
/bullet/ Please allow 15 days before the first bank transaction can be made.
/bullet/ Most financial institutions are eligible for direct deposit electronic
funds transfer by ACH. If you are unsure your bank is eligible, contact your
bank or IDEX.
<PAGE>
SECTION 10. SYSTEMATIC WITHDRAWAL PLAN (A minimum balance of $10,000 is
required)
- --------------------------------------------------------------------------------
[ ] I wish to automatically withdraw funds from this account (select one)
[ ] Monthly [ ] Quarterly [ ] Semi-Annually [ ] Annually
Beginning Day/Month Portfolio Amount
- --------------------- --------------------- --------------
- --------------------- --------------------- --------------
WITHHOLDING OPTIONS
Payments received prior to age 59 1/2 may be subject to a penalty tax.
FEDERAL WITHHOLDING
[ ] Withhold federal income tax of _________________% (not less than 10%) from
the amount requested.
[ ] I ELECT NOT to have federal income tax withheld. I understand I am liable
for the payment of tax on the amount received. I further understand that I may
be subject to tax penalties under the estimated tax payment requirements in the
Internal Revenue Code if withholding and estimated tax payments are
insufficient.
STATE WITHHOLDING (ONLY AVAILABLE IF FEDERAL WITHHOLDING IS ELECTED) Please
withhold state income tax from my withdrawal. As of August 5, 1996 IDEX Mutual
Funds will offer State Withholding in the following states only: California,
Delaware, Georgia, Iowa, Kansas, Louisiana, Maine, Massachusetts, Michigan,
Oklahoma, Oregon, Vermont, Virginia.
PAYMENT OPTIONS
/bullet/ Withdrawals will be deposited directly into your bank account unless
otherwise indicated. The withdrawal may be made between the 3rd and the 28th
only, and will occur on the 20th if no selection is made. Exact date may vary
1-2 days. (Please attach a voided check in Section 9 - Electronic Bank Link.)
[ ] Send check to address of record. Withdrawal will be made on approximately
the 20th of the month and should be received on or before the 1st of the next
month.
[ ] Send check to optional address below. Withdrawals will be made on
approximately the 20th of the month and should be received on or before the 1st
of the next month.
Optional Address
- -----------------------------------------------------
Name
- -----------------------------------------------------
Street
- -----------------------------------------------------
City State Zip
<PAGE>
SECTION 11. REDUCED SALES CHARGE (CLASS A ONLY)
- --------------------------------------------------------------------------------
[ ] Eligible to purchase shares at NET ASSET VALUE as described in the
prospectus.
----------------------------------------------------------------------
Reason
RIGHTS OF ACCUMULATION. My spouse, minor children and / or I own shares in other
IDEX Mutual Funds listed below which may entitle this purchase to have a reduced
sales charge under the rights of accumulation provisions described in the
prospectus.
- --------------------------------------------------------------------------------
Existing account name / registration Portfolio Account number
LETTER OF INTENTION. It is my intention to invest over a 13-month period an
aggregate amount of at least:
[ ] $50,000 [ ] $100,000 [ ] $250,000 [ ] $500,000
The following account also qualifies under an existing letter of intention
- --------------------------------------------------------------------------------
Existing account name / registration Portfolio Account number
SECTION 12. SIGNATURE
- --------------------------------------------------------------------------------
By signing this form I certify that I have read the IDEX prospectus and
application for the Fund(s) in which I am investing and agree to be bound by
their terms. If I am purchasing Cash Equivalent Fund shares, I agree to be bound
by the terms of the CEF prospectus. I have agreed to establish an IRA pursuant
to the Internal Revenue Code of 1986 as amended in accordance with all of the
terms of IRA Form 5305A which has been provided; appoint Investors Fiduciary
Trust Company or its Successors, as Custodian and consent to the annual
maintenance fee prescribed in this application, have received, read and accepted
IRA Form 5305A and disclosure statement; represent that whatever information as
to any taxable year is required to be filed with the IRS, I will file such
information with the IRS unless field by the Custodian; and agree to promptly
give instructions to the Custodian necessary to enable the Custodian to carry
out its duties. I am aware that telephone exchange privileges are automatic
unless affirmatively declined. I also understand and agree that neither the
Fund(s), its distributor, nor its transfer agent will be liable for any loss in
acting on telephone instructions they reasonably believe to be authentic and
investors will bear the risk of any such loss. The Fund(s), its distributor or
transfer agent will employ reasonable procedures to confirm that telephone
instructions are genuine. If the Fund(s), its distributor or transfer agent does
not employ such procedures, they may be liable for losses due to unauthorized or
fraudulent instructions. Such procedures may include, among others, requiring
forms of personal identification prior to acting upon telephone instructions,
providing written confirmation of such transaction and/or tape recording
telephone instructions. Under penalties of perjury, I certify I have given by
correct Social Security Number, and that I have not been notified by the IRS
that I am subject to backup withholding. I am of legal age.
Sign below exactly as printed in the Account Registration section of this
application.
CONSOLIDATED QUARTERLY STATEMENTS All accounts within the IDEX group having the
same Social Security Number and same address will
<PAGE>
automatically receive a consolidated statement. If you or other members of your
household, with the same surname, maintain other accounts with IDEX and you wish
to include those accounts in one quarterly statement, please list the accounts
below. The signature of all additional account owners for these accounts must be
provided in Section 12. You will receive only one copy of the Annual Report and
certain other mailings for these accounts, unless you change this authorization
or otherwise request additional copies.
Portfolio _____________________________________________________________________
Account # ____________________________________________________________________
Signature _______________________________________________Date__________________
APPOINTMENT AS CUSTODIAN ACCEPTED: INVESTORS FIDUCIARY TRUST COMPANY
SECTION 13. DEALER INFORMATION
- --------------------------------------------------------------------------------
We authorize Idex Investor Services, Inc. (IIS) to act as our agent for this
account in accordance with the Dealer's Sales Agreement and the terms of the
appropriate Fund's Prospectus and Statement of Additional Information. UNLESS
THIS SECTION IS COMPLETED AND SIGNED, THE INVESTMENT DEALER FOR THIS ACCOUNT(S)
WILL BE INTERSECURITIES, INC.
- --------------------------------------------------------------------------------
Dealer Name IDEX dealer number Registered representative's name Rep#
(exactly as it appears on firm's registration)
- --------------------------------------------------------------------------------
Home office address Representative's branch office address Branch #
- --------------------------------------------------------------------------------
Home office city, state, zip Branch office city, state, zip
- --------------------------------------------------------------------------------
Authorized signature Registered representative's phone # / fax #
[Logo]
P.O. Box 9015 /bullet/ Clearwater, Florida /bullet/ 34618-9015 /bullet/
(800)851-9777
Principal Underwriter: InterSecurities, Inc.
<PAGE>
RETIREMENT PLAN TRANSFER REQUEST FORM
- --------------------------------------------------------------------------------
COMPLETE THIS PAGE IF YOU HAVE AN IRA, SEP, SAR/SEP, 403(B) OR 403(B)(7) TAX
SHELTERED ACCOUNT OR ANNUITY WITH ANOTHER CUSTODIAN AND WOULD LIKE TO CHANGE
CUSTODIANS BY TRANSFERRING THAT ACCOUNT TO IDEX.
SECTION 1. PRESENT ACCOUNT INFORMATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Name of Present Custodian/Trustee Account Owner
- --------------------------------------------------------------------------------
Address of Present Custodian/Trustee Account Number
- --------------------------------------------------------------------------------
City State Zip Code Custodian's Phone Number (if known)
SECTION 2. OPTIONS
- --------------------------------------------------------------------------------
Transfer FROM Type of Plan: [ ] IRA [ ] SEP-IRA [ ] SAR/SEP o 403(b) or
403(b)(7)
Transfer TO Type of Plan: [ ] IRA [ ] SEP-IRA [ ] 403(b)(7)
[ ] Attached is my completed IDEX IRA Application.
[ ] Apply the money to my EXISTING IDEX IRA.
- -------------------------------------------------------------
Existing IDEX IRA Account Number
[ ] Attached is my completed IDEX 403(b)(7) Application for Custodial Account.
[ ] Apply the money to my EXISTING IDEX 403(b)(7) account.
- --------------------------------------------------------------
Existing IDEX 403(b)(7) Account Number
SECTION 3. TRANSFER INSTRUCTIONS FOR PRESENT CUSTODIAN
- --------------------------------------------------------------------------------
[ ] Please liquidate and transfer immediately ___________________________of my
account. All or Dollar Amount
[ ] Please liquidate and transfer at maturity ____________________________of my
account. All or Dollar Amount
The date I would like to specify as my maturity date is _________. (Maturity
date must be within 4 weeks of this request.)
[ ] Please re-register my account listed above to my IDEX Mutual Fund or CEF
account with Investors Fiduciary Trust Company as the custodian.
<PAGE>
IMPORTANT: IF NO AMOUNT IS PROVIDED ABOVE, THE ENTIRE ACCOUNT WILL BE
TRANSFERRED SPECIAL INSTRUCTIONS FOR EMPLOYER SECURITIES: I have read
Instruction #4 in the Additional Instructions section below and agree to the
terms stated therein regarding the sale of any Employer's Securities. I INSTRUCT
YOU TO COMPLY WITH THESE TERMS IN TRANSFERRING ANY SECURITIES.
Send Transfer Request Form, check and application (if required) to:
INVESTORS FIDUCIARY TRUST COMPANY
FBO ACCOUNT HOLDER NAME
P.O. BOX 9015
CLEARWATER, FL
34618-9015
SECTION 4. INVESTORS FIDUCIARY TRUST COMPANY ACCEPTANCE
- --------------------------------------------------------------------------------
The Successor Custodian's acceptance to receive my assets as indicated below.
- --------------------------------------------------------------------------------
Print Name (as it appears on account) Signature (as it appears on account)
- --------------------------------------------------------------------------------
Address Social Security Number
- --------------------------------------------------------------------------------
City State Zip Code Signature Guarantee (if required by present custodian)
TO TRUSTEE OR CUSTODIAN: Investors Fiduciary Trust Company (IFTC) here by
accepts the above-requested transfer of assets to the IDEX IRA or 403(b)(7)
established for the above-named participant.
- --------------------------------------------------------------------------------
Authorized Signature (IFTC) Date
SECTION 5. ADDITIONAL INSTRUCTIONS
- --------------------------------------------------------------------------------
1. No contribution need accompany the IDEX IRA or 403(b)(7) application when a
completed Retirement Plan Transfer Request Form is attached.
2. IFTC will complete its portion of the Transfer Request Form, as Successor
Custodian, and send the letter to the present Custodian/Trustee. When monies are
transferred, the account will be opened.
3. If the participant already maintains an existing IDEX IRA or 403(b)(7)
account and desires to transfer IRA, Tax Sheltered account or annuity or
qualified plan assets to the existing account, new IDEX IRA or 403(b)(7)
applications are not required. In this case, you only need to send the completed
Retirement Plan Transfer Request Form to IFTC c/o Idex Investor Services, Inc.
and indicate the existing IDEX IRA or 403(b)(7) account number and the
shareholder's name and Social Security Number on the letter for proper
identification.
4. SPECIAL INSTRUCTIONS FOR EMPLOYER SECURITIES: EMPLOYER SECURITIES SHOULD BE
LIQUIDATED AND THE CASH PROCEEDS SENT TO YOUR IDEX IRA ACCOUNT. NEVERTHELESS, IF
THE PRESENT CUSTODIAN/TRUSTEE IS UNABLE TO LIQUIDATE SUCH SECURITIES AND
EMPLOYER SECURITIES MUST BE TRANSFERRED, THE FOLLOWING PROCEDURE MUST BE
FOLLOWED: A STOCK CERTIFICATE MUST BE ISSUED IN THE NAME OF "INVESTORS FIDUCIARY
TRUST COMPANY F/B/O (CLIENT NAME)" TRANSFEREE NAME MUST APPEAR EXACTLY AS SHOWN
AND SENT TO IDEX INVESTOR SERVICES, INC., P.O. BOX 9015, CLEARWATER, FLORIDA
34618-9015. THIS PROCEDURE MAY ONLY BE USED IF THE EMPLOYER SECURITIES ARE
TRADED ON A NATIONAL EXCHANGE; ANY OTHERS WILL BE RETURNED TO THE PRESENT
CUSTODIAN/TRUSTEE. REASONABLE EFFORTS WILL BE MADE TO SELL
<PAGE>
SUCH STOCK AND INVEST THE CASH PROCEEDS IN YOUR IDEX IRA PURSUANT TO YOUR
INSTRUCTIONS. ANY CUSTOMER THAT TRANSFERS EMPLOYER SECURITIES TO AN IDEX IRA
WILL INCUR A $15 LEGAL TRANSFER FEE AND WILL PAY A REASONABLE COMMISSION FOR THE
LIQUIDATION OF THEIR EMPLOYER STOCK. HOWEVER, IN THE EVENT IFTC IS NOT ABLE TO
LIQUIDATE THE STOCK WITHIN TEN (10) BUSINESS DAYS, THE CERTIFICATE WILL BE
RETURNED TO THE PRESENT CUSTODIAN/TRUSTEE AS INDICATED ON THE RETIREMENT PLAN
TRANSFER REQUEST FORM AND YOU WILL HAVE TO USE A SELF-DIRECTED IRA TO COMPLETE A
TRANSFER OF THE STOCK.
<PAGE>
RETIREMENT PLAN DIRECT ROLLOVER REQUEST FORM
- --------------------------------------------------------------------------------
COMPLETE THIS PAGE IF YOU ARE RECEIVING A DISTRIBUTION FROM YOUR EMPLOYER'S
QUALIFIED PLAN (401(K), PROFIT SHARING OR MONEY PURCHASE PLANS) OR FROM A 403(B)
OR 403(B)(7) TAX SHELTERED CUSTODIAN ACCOUNT OR ANNUITY, AND YOU WANT THE
DISTRIBUTION MOVED DIRECTLY INTO AN IDEX IRA OR 403(B)(7) ACCOUNT.
SECTION 1. PRESENT ACCOUNT INFORMATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Name of Present Custodian/Trustee Account Owner
- --------------------------------------------------------------------------------
Address of Present Custodian/Trustee Account Number
- --------------------------------------------------------------------------------
City State Zip Code Custodian's Phone Number (if known)
SECTION 2. OPTIONS
- --------------------------------------------------------------------------------
Rollover FROM Type of Plan:
[ ] Qualified Plan (401(k), Profit Sharing, Money Purchase Pension Plan, etc) or
Qualified Plan Rollover IRA
[ ] 403(b) or 403(b)(7) tax sheltered account or annuity or TSA Rollover IRA
Rollover TO Type of Plan: [ ] IRA [ ] Conduit IRA [ ] 403(b)(7)
[ ] Attached is my completed IDEX IRA Application.
[ ] Apply the money to my EXISTING IDEX IRA.
- -----------------------------------------------------------
Existing IDEX IRA Account Number
[ ] Attached is my completed IDEX 403(b)(7) Application for Custodial Account.
[ ] Apply the money to my EXISTING IDEX 403(b)(7) account.
- -----------------------------------------------------------
Existing IDEX 403(b)(7) Account Number
SECTION 3. ROLLOVER INSTRUCTIONS FOR PRESENT CUSTODIAN
- --------------------------------------------------------------------------------
[ ] Please liquidate and directly rollover _____________________________.
All or Dollar Amount
<PAGE>
IMPORTANT: IF NO AMOUNT IS PROVIDED ABOVE, THE ENTIRE ACCOUNT WILL BE
TRANSFERRED
SPECIAL INSTRUCTIONS FOR EMPLOYER SECURITIES: I have read Instruction #4 in the
Additional Instructions section below and agree to the terms stated therein
regarding the sale of any Employer's Securities. I INSTRUCT YOU TO COMPLY WITH
THESE TERMS IN TRANSFERRING ANY SECURITIES.
Send Direct Rollover Request Form, check and application (if required) to:
INVESTORS FIDUCIARY TRUST COMPANY
FBO ACCOUNT HOLDER NAME
P.O. BOX 9015
CLEARWATER, FL 34618-9015
SECTION 4. INVESTORS FIDUCIARY TRUST COMPANY ACCEPTANCE
- --------------------------------------------------------------------------------
THE SUCCESSOR CUSTODIAN'S ACCEPTANCE TO RECEIVE MY ASSETS AS INDICATED BELOW.
- --------------------------------------------------------------------------------
Print Name (as it appears on account) Signature (as it appears on account)
- --------------------------------------------------------------------------------
Address Social Security Number
- --------------------------------------------------------------------------------
City State Zip Code Signature Guarantee ( if required by present custodian)
TO TRUSTEE OR CUSTODIAN: Investors Fiduciary Trust Company (IFTC) hereby accepts
the above-requested rollover to the IDEX IRA or 403(b)(7) established for the
above-named participant.
- --------------------------------------------------------------------------------
Authorized Signature (IFTC) Date
SECTION 5. ADDITIONAL INSTRUCTIONS
1. No contribution need accompany the IDEX IRA or 403(b)(7) application when a
completed Retirement Plan Direct Rollover Form is attached.
2. IFTC will complete its portion of the Direct Rollover Form, as Successor
Custodian, and send the letter to the present Custodian/Trustee. When monies are
transferred, the account will be opened.
3. If the participant already maintains an existing IDEX IRA or 403(b)(7)
account and desires to rollover IRA, Tax Sheltered account or annuity or
qualified plan assets to the existing account, new IDEX IRA or 403(b)(7)
applications are not required. In this case, you only need to send the completed
Retirement Plan Rollover Request Form to IFTC c/o Idex Investor Services, Inc.
and indicate the existing IDEX IRA or 403(b)(7) account number and the
shareholder's name and Social Security Number on the letter for proper
identification.
4. SPECIAL INSTRUCTIONS FOR EMPLOYER SECURITIES: EMPLOYER SECURITIES SHOULD BE
LIQUIDATED AND THE CASH PROCEEDS SENT TO YOUR IDEX IRA ACCOUNT. NEVERTHELESS, IF
THE PRESENT CUSTODIAN/TRUSTEE IS UNABLE TO LIQUIDATE SUCH SECURITIES AND
EMPLOYER SECURITIES MUST BE TRANSFERRED, THE FOLLOWING PROCEDURE MUST BE
FOLLOWED: A STOCK CERTIFICATE MUST BE ISSUED IN THE NAME OF "INVESTORS FIDUCIARY
TRUST COMPANY F/B/O (CLIENT NAME)" TRANSFEREE NAME MUST APPEAR EXACTLY AS SHOWN
<PAGE>
AND SENT TO IDEX INVESTOR SERVICES, INC., P.O. BOX 9015, CLEARWATER, FLORIDA
34618-9015. THIS PROCEDURE MAY ONLY BE USED IF THE EMPLOYER SECURITIES ARE
TRADED ON A NATIONAL EXCHANGE; ANY OTHERS WILL BE RETURNED TO THE PRESENT
CUSTODIAN/TRUSTEE. REASONABLE EFFORTS WILL BE MADE TO SELL SUCH STOCK AND INVEST
THE CASH PROCEEDS IN YOUR IDEX IRA PURSUANT TO YOUR INSTRUCTIONS. ANY CUSTOMER
THAT TRANSFERS EMPLOYER SECURITIES TO AN IDEX IRA WILL INCUR A $15 LEGAL
TRANSFER FEE AND WILL PAY A REASONABLE COMMISSION FOR THE LIQUIDATION OF THEIR
EMPLOYER STOCK. HOWEVER, IN THE EVENT IFTC IS NOT ABLE TO LIQUIDATE THE STOCK
WITHIN TEN (10) BUSINESS DAYS, THE CERTIFICATE WILL BE RETURNED TO THE PRESENT
CUSTODIAN/TRUSTEE AS INDICATED ON THE RETIREMENT DIRECT ROLLOVER REQUEST FORM
AND YOU WILL HAVE TO USE A SELF-DIRECTED IRA TO COMPLETE A DIRECT ROLLOVER OF
THE STOCK.
<PAGE>
403(b)(7) GUIDE
Instructions
& Forms
<PAGE>
C O N T E N T S
THIS 403(b)(7) KIT CONTAINS THE FOLLOWING:
Page
A. IDEX Mutual Funds 403(b)(7) Custody
Agreement Preface Instructions..........................................2
IDEX Mutual Funds 403(b)(7) Custody Agreement Preface.....................3
B. 403(b)(7) Application for Custodial Account with
Custody Agreement Attached Instructions.................................4
403(b)(7) Application for Custodial Account with
Custody Agreement Attached Application..................................5
IDEX Mutual Funds 403(b)(7) Custody Agreement.............................8
C. Salary Reduction Agreement Amendment to Employment
Contract Instructions...................................................12
Salary Reduction Agreement Amendment to Employment Contract...............13
D. Preliminary Administrative Data Form Instructions.........................14
Preliminary Administrative Data Form......................................15
E. Transfer Request to an IDEX 403(b)(7) Custodial
Account Instructions....................................................16
Transfer Request to an IDEX 403(b)(7) Custodial
Account Form............................................................17
F. Investors Fiduciary Trust Company 403(b)(7) Custodial
Account Withdrawal Request Instructions.................................19
Investors Fiduciary Trust Company 403(b)(7) Custodial
Account Withdrawal Request .............................................20
G. Special Tax Notice Regarding 403(b)(7) Distributions
Instructions............................................................23
Special Tax Notice Regarding 403(b)(7) Distributions Form.................24
Mail your application and any other required forms to:
Idex Investor Services
P.O. Box 9015
Clearwater, FL 34618-9015
IF YOU HAVE ANY QUESTIONS OR NEED ADDITIONAL FORMS, PLEASE CALL IDEX SALES
SUPPORT AT 1-800-443-9975 X6525.
Thank You For Your Business
<PAGE>
IDEX MUTUAL FUNDS 403(b)(7)
CUSTODY AGREEMENT PREFACE
WHEN TO USE THIS FORM:
This "Preface" becomes part of the "IDEX Mutual Funds 403(b)(7) Custody
Agreement" which is attached to the 403(b)(7) Application. When completed, it
authorizes Investors Fiduciary Trust Company (IFTC) as Custodian to invest
contributions in IDEX Mutual Funds.
This is a three part form with copies to be directed as indicated at the bottom
of the form.
Idex Investor Services (IIS), requires and will maintain on file a copy as
authorization for each employee.
<PAGE>
IDEX MUTUAL FUNDS 403(b)(7) CUSTODY AGREEMENT PREFACE
Mail to: IDEX Investor Services, Inc. /bullet/P.O. Box 9015 /bullet/
Clearwater, Florida 34618-9015
The undersigned Employer hereby establishes, pursuant to Section 403(b)(7) of
the Internal Revenue Code of 1986, as amended ("Code") this Custody Agreement,
comprising the documents captioned "Preface" and "IDEX Mutual Funds 403(b)(7)
Custody Agreement."
Assets held hereunder shall be recorded in the name of the Custodian, as
Custodian of the Tax-Deferred Mutual Fund Account. The employer is:
[ ] An educational organization described in Section 170(b)(1)(A)(ii) of the
code; or
[ ] An organization described in Section 501(c)(3) of the Code,
having its principal office in the city of _____________________ and the state
of ________________________.
The Employer's fiscal year begins ___________________ and ends
__________________________.
The Employer hereby appoints Investors Fiduciary Trust Company, c/o Idex
Investor Services, Post Office Box 9015, Clearwater, Florida 34618 as Custodian
under the terms of the IDEX Mutual Funds 403(b)(7) Custody Agreement. Investors
Fiduciary Trust Company hereby accepts this appointment.
Participants shall include those Employees as defined in paragraph 1.10 hereof
who shall voluntarily contract with the Employer to receive reduced compensation
or forego an increase in compensation.
Contributions shall be made only by the Employer, as provided in Article III of
the agreement, as more specifically described in paragraph 3.4 therein, which
shall be at all times fully vested and nonforfeitable to the Employee, in
accordance with the provisions of Article V therein. The Custodian shall fully
invest all contributions made to it hereunder in regulated investment company
shares of one or more funds managed or administered by IDEX Management, Inc., or
its affiliates.
Name of Employer: ______________________________________________________________
By: _______________________ Title: __________________ Date: _________________
Signature
City: _____________________ State: ___________________ Zip:_____________
Employer's Tax Identification Number: ______________________
403(b)(7) Custody Agreement Preface - Page 1 of 1
<PAGE>
403(b)(7) APPLICATION FOR CUSTODIAL ACCOUNT
(with Custody Agreement Attached)
WHEN TO USE THIS FORM:
In each instance when an IDEX Mutual Fund is to be used, this application must
be completed and signed by the employee.
IMPORTANT APPLICATION INFORMATION
In Section 3 of the application, please be sure to insert the birthdate and
social security number of the beneficiary(ies).
Use Section 1 of the application to indicate type of investment, defined as
follows:
/bullet/ Direct Rollover - Eligible rollover distribution (i.e.
separation from service) attributable to participation in a
403(b)(7) account or 403(b) annuity contract forwarded
directly from custodian of current plan to an IDEX 403(b)(7)
account.
/bullet/ Indirect Rollover - Eligible rollover distribution
attributable to participation in a 403(b)(7) account or 403(b)
annuity contract (must fulfill IRC Section 403(b)(8) or
408(d)(3)(A)(iii) requirements, whichever is applicable), that
is forwarded directly to the participant and is reinvested in
an IDEX 403(b)(7) account within 60 days.
/bullet/ Direct Transfer - Transfer (distributable event has NOT
occurred) directly from current 403(b)(7) account or 403(b)
annuity contract to an IDEX 403(b)(7) account.
Idex Investor Services (IIS) will prepare a regular billing depending on pay
periods. IIS will need additional information in order to generate a bill (see
Preliminary Administrative Data Form).
The Preliminary Administrative Data Form is self explanatory and must be
completed and forwarded to IIS with the 403(b)(7) applications if bills are to
be prepared.
<PAGE>
IDEX MUTUAL FUNDS 403(B)(7) APPLICATION FOR CUSTODIAL ACCOUNT
To establish a new account, carefully complete and sign this application. For
assistance call us at (800) 851-9777.
MAIL TO: IDEX INVESTOR SERVICES, INC./bullet/P.O. BOX 9015/bullet/CLEARWATER,
FLORIDA 34618-9015.
1. ACCOUNT REGISTRATION
- ------------------------------------------ ----------------------------
First Name MI Last Name Social Security
- ------------------------------------------ ----------------------------
Address Marital Status
- ------------------------------------------ ----------------------------
City State Zip Additional Mailing Address if
Different
- ------------------------------------------ ----------------------------
Birth date Daytime Telephone City State Zip
COMPLETE EMPLOYER INFORMATION
- ------------------------------------------ ----------------------------
Employer Name Address City State Zip
SALARY REDUCTION
[ ] Salary Reduction Start Date: ________________ Reduction Amount $__________
ROLLOVER/TRANSFER (COMPLETE IF APPLICABLE)
[ ] Direct Rollover* Eligible rollover distribution (i.e. separation
from service) attributable to participation in a
403(b)(7) account or 403(b) annuity contract
forwarded directly from custodian of current plan
to an IDEX 403(b)(7) account.
[ ] Indirect Rollover Eligible rollover distribution attributable to
participation in a 403(b)(7) account or 403(b)
annuity contract (must fulfill IRC Section
403(b)(8) or 408(d)(3)(A)(iii) requirements,
whichever is applicable), that is forwarded
directly to the participant and is reinvested in an
IDEX 403(b)(7) account within 60 days.
[ ] Direct Transfer* Transfer (distributable event has not occurred)
directly from current 403(b)(7) account or 403(b)
annuity contract to an IDEX 403(b)(7) account.
* Complete and attach Transfer Request to an IDEX 403(b)(7) Custodial Account
Form.
2. INVESTMENT SELECTION
IDEX II SERIES FUND ($500 MINIMUM) Amount
- --------------------------------------------------------------------------------
Equity Portfolios: Class A Class B Class C
Aggressive Growth [ ] 208 [ ] 233 [ ] 218 $_________
Capital Appreciation [ ] 206 [ ] 231 [ ] 216 $_________
Global [ ] 209 [ ] 234 [ ] 219 $_________
Growth [ ] 202 [ ] 227 [ ] 212 $_________
C.A.S.E. [ ] 239 [ ] 264 [ ] 249 $_________
Tactical Asset Allocation [ ] 228 [ ] 253 [ ] 238 $_________
Equity-Income [ ] 222 [ ] 247 [ ] 232 $_________
Balanced [ ] 205 [ ] 230 [ ] 215 $_________
Flexible Income [ ] 204 [ ] 229 [ ] 214 $_________
Income Plus [ ] 211 [ ] 236 [ ] 221 $_________
Other $_________
403(b)(7)Application for Custodial Account-Page 1 of 4
<PAGE>
MONEY MARKET PORTFOLIOS ($1000 MINIMUM)
Cash Equivalent Fund-- Money Market [ ] 217 $________
Cash Equivalent Fund-- Government [ ] 223 $________
Custodial Fee $________
/bullet/Check payable to IDEX MUTUAL FUNDS Total Initial Investment $________
/bullet/If no class of shares is selected Class A shares will be purchased.
/bullet/ If more than one fund/portfolio is selected, accounts must have
identical registration and options. o The CEF Money Market Portfolio Account
established for Class B share exchanges is subject to certain limitations. o
Shares purchased by check are not available for redemption until such
purchase(s) has cleared the shareholder's bank, which may take up to 15 days.
3. BENEFICIARY INFORMATION
I HEREBY DESIGNATE THE FOLLOWING PERSON(S) TO RECEIVE ANY BENEFITS DUE AT MY
DEATH:
PRIMARY BENEFICIARY
- ------------------------------------------------------------------------------
Name Birthdate Relationship
- ----------------------------------
Social Security Number
CONTINGENT BENEFICIARY(IES) (If primary beneficiary dies before me) Benefits
will be shared equally unless otherwise stated below.
- ------------------------------------------------------------------------------
Name Birthdate Relationship
- ---------------------------- ---------------------
Social Security Number Percentage
- ------------------------------------------------------------------------------
Name Birthdate Relationship
- ----------------------------- ---------------------
Social Security Number Percentage
Spousal Consent - If your 403(b)(7) plan is subject to ERISA (for example, if
your employer is not a government unit or church and makes contributions) and if
you do not specify your spouse as your sole beneficiary, your spouse must sign
the consent portion of this form, in the presence of a notary or the Plan
Administrator. In addition, this section should be completed if either the
custodial account or the residence of the accountholder is located in a
community or marital property state and you are married and you are designating
a beneficiary other than your spouse. However, it is your responsibility to
determine if this section applies. You may need to consult with legal counsel.
Neither the Custodian or the Sponsor will be liable for any consequences of a
failure of the participant to provide proper spousal consent.
I hereby consent to the designation of the beneficiary or beneficiaries listed
above. I understand that by giving this consent, I am allowing the
beneficiary(ies) listed above to be paid amounts which otherwise would be paid
to me.
- ----------------------------- -------------------------------
Signed (Participant's spouse) Date
- -----------------------------
Notary Public or Witness
by Plan Administrator
4. OPTIONAL FEATURES
TELEPHONE EXCHANGE (Limited to exchanges between 403(b)(7) accounts of the same
registration and class of shares) Your account(s) will automatically receive
telephone exchange privileges unless indicated.
[ ] I do not want telephone exchange privileges.
RIGHT OF ACCUMULATION (CLASS A SHARES ONLY)
My spouse, minor children and/or I own shares in other IDEX Mutual Funds listed
below which may entitle this purchase to have a reduced sales charge under the
right of accumulation provisions described in the prospectus.
- -------------------------------------------------------------------------------
Existing account name/registration Portfolio Account number
403(b)(7) Application for Custodial Account - Page 2 of 4
<PAGE>
LETTER OF INTENTION (CLASS A SHARES ONLY)
It is my intention to invest over a 13-month period an aggregate amount of at
least
[ ]$25,000* [ ]$50,000 [ ]$75,000* [ ]$100,000 [ ]$250,000 [ ]$500,000
[ ]$1,000,000
[ ] The following account also qualifies under an existing letter of intention
- -------------------------------------------------------------------------------
Existing account name/registration Portfolio Account number
* Applicable to IDEX Fund only
NET ASSET VALUE PURCHASE (CLASS A SHARES ONLY)
[ ] Eligible to purchase shares at net asset value as described in the
prospectus. ________________________________________________________ Reason
5. SIGNATURES
I HEREBY AUTHORIZE EACH FUND, ITS DISTRIBUTOR AND TRANSFER AGENT TO ACCEPT
INSTRUCTIONS FROM ME (SUCH AS PURCHASE, EXCHANGE AND REDEMPTION ORDERS) MADE
THROUGH THE REGISTERED REPRESENTATIVE OF RECORD CONCERNING MY ACCOUNT.
By signing this form I certify that: I have read the IDEX prospectus and
application for the Fund(s) in which I am investing and agree to be bound by
their terms. If I am purchasing CEF shares, I agree to be bound by the terms of
the CEF prospectus. I appoint Investors Fiduciary Trust Company or its
successors, as Custodian and consent to the annual maintenance fee prescribed in
this application, have received, read and accepted the IDEX Mutual Funds
403(b)(7) Custody Agreement; represent that whenever information as to any
taxable year is required to be filed with the IRS, I will file such information
with the IRS unless filed by the Custodian; and agree to promptly give
instructions to the Custodian necessary to enable the Custodian to carry out its
duties. I am aware that telephone exchange privileges exist and that these
privileges are automatic unless affirmatively declined. I also understand and
agree that neither the Fund(s), its distributor, nor its transfer agent will be
liable for any loss in acting on telephone instructions they reasonably believe
to be authentic and that I will bear the risk of any such loss. The Fund(s), its
distributor or transfer agent will employ reasonable procedures to confirm that
telephone instructions are genuine. If the Fund(s), its distributor or transfer
agent do not employ such procedures, they may be liable for losses due to
unauthorized or fraudulent instructions. Such procedures may include, among
others, requiring forms of personal identification prior to acting upon
telephone instructions, providing written confirmation of such transactions
and/or tape recording telephone instructions. Under penalty of perjury. I
certify I have given my correct Social Security Number, and that I have not been
notified by the IRS that I am subject to back-up withholding. I am of legal age.
Sign Below exactly as printed in the Account Registration Section of this
application.
- -------------------------------------------------------------------------------
Signature of Account Holder Date
CONSOLIDATED STATEMENTS
All accounts within the IDEX group having the same Social Security Number and
same address will automatically receive a consolidated statement. If you or
other members of your household, with the same surname, maintain other accounts
with IDEX and you wish to include those accounts in one quarterly consolidated
statement, please list the accounts below. The signature of all additional
account owners for these accounts must be provided in Section 5. You will
receive only one copy of the Annual Report and certain other mailings for these
accounts, unless you change this authorization or otherwise request additional
copies.
Portfolio ________________________________________________________
Account # ________________________________________________________
EMPLOYER ACCEPTANCE: The Employer named above has received, read and hereby
agrees to the terms and conditions of the IDEX Mutual Funds 403(b)(7) Custody
Agreement and the current prospectus, and certifies that it is an educational
institution or tax-exempt organization described in section 403(b)(1)(A) of the
Internal Revenue Code.
- -------------------------------- ------------------------------------
Authorized Signature Title
- -------------------------------- ------------------------------------
Date Employer Identification Number
APPOINTMENT AS CUSTODIAN ACCEPTED: INVESTORS FIDUCIARY TRUST COMPANY
403(B)(7) APPLICAITON FOR CUSTODIAL ACCOUNT - PAGE 3 OF 4
<PAGE>
6. DEALER INFORMATION
- -------------------------------------- -------------------------------------
Dealer name IDEX dealer number Registered representative's name
(exactly as it appears on firm's
registration) Rep. #
- -------------------------------------- -------------------------------------
Home office address Representative's branch office
Branch #
- -------------------------------------- -------------------------------------
Home office city, state, Zip Branch office city, state, Zip
- -------------------------------------- -------------------------------------
Authorized signature Registered representative's
phone #/fax#
Unless this section is completed and signed, the investment dealer for this
account(s) will be InterSecurities, Inc.
7. CHECKLIST
1. Have you completed the IDEX Mutual Funds 403(b)(7) Custody Agreement Preface?
2. Have you completed the following sections of your IDEX Mutual Funds 403(b)(7)
Applicaiton for Custodial Account:
Section 1 - Account Registration
Section 2 - Investment Selection
Section 3 - Signatures
Section 6 - Dealer Information
3. Have you removed the IDEX Mutual Funds 403(b)(7) Custody Agreement for your
records?
4. Have you completed the IDEX Mutual Funds Salary Reduction Agreement?
5. If applicable, have you completed the IDEX Mutual funds 403(b)(7) Transfer
Request?
403(b)(7) Application for custodial account - Page 4 of 4
<PAGE>
IDEX MUTUAL FUNDS
403(B)(7)
CUSTODY AGREEMENT
ARTICLE I - DEFINITIONS
1.1 Account: The custodial account established and maintained under this
Agreement on behalf of the Employee pursuant to section 403(b)(7) of the Code.
1.2 Account Holder: The Employee, or, after the death of the Employee, the
Beneficiary of the Employee, or executor or administrator of the estate of the
Employee entitled to direct investment of assets held in the Account.
1.3 Agreement: The IDEX Tax-Deferred Mutual Fund Custody Agreement as set
forth herein.
1.4 Application: The Application for the IDEX Tax-Deferred Account executed
by the Employee and the Custodian providing for the establishment of the Account
in accordance with the terms and conditions of this Agreement.
1.5 Beneficiary: The person or persons designated in accordance with the
provisions of Section 5.5 to receive any undistributed amounts credited to the
Account upon the death of the Employee.
1.6 Code: The Internal Revenue Code of 1986, as amended, and including any
regulations or rulings issued thereunder.
1.7 Company: IDEX Management, Inc., a Delaware Corporation.
1.8 Custodian: Investors Fiduciary Trust Company or any successor thereto
appointed in accordance with the provisions of Article VIII, provided that such
successor is either a bank or another person who satisfies the requirements of
section 401(f)(2) of the Code.
1.9 Disability: A determination that the Employee is unable to engage in
any substantial gainful activity by reason of a medically determinable physical
or mental impairment which can be expected to result in death or to be of
long-continued and indefinite duration.
1.10 Employee: The individual who has executed the Application and who is
employed by the Employer on a full or part-time basis or who is a former or
retired employee of the Employer.
1.11 Employer: The employer that is:
(a) described in section 501(c)(3) of the Code and exempt from tax
under section 501(a) of the Code; or
(b) a State, a political subdivision of a State, or an agency or
instrumentality thereof, but only with respect to employees who perform or
have performed services for an educational organization described in
section 170(b)(1)(A)(ii) of the Code; and that, except with respect to an
Account to which no contributions other than rollovers or transfers are
made, has executed the Application.
1.12 ERISA: The Employee Retirement Income Security Act of 1974, as
amended, including any regulations issued thereunder.
1.13 Financial Hardship: A determination that the Employee has an immediate
and heavy financial need requiring a distribution from the Account. Any
determination of the existence of a qualifying financial hardship on the part of
the Employee and the amount required to be distributed to meet the need created
by the hardship shall be made in accordance with section 403(b)(7) of the Code.
1.14 Fund(s): One or more of the regulated investment companies offered by
IDEX, as available investments under this Agreement.
1.15 IDEX: Idex Management, Inc., a Delaware corporation.
1.16 Salary Reduction Agreement: The Salary Reduction Agreement described
in Section 3.2.
1.17 Salary Reduction Contribution: The amount contributed by the Employer
to the Account in accordance with a Salary Reduction Agreement.
ARTICLE II - ESTABLISHMENT OF ACCOUNT
2.1 Purpose. This Agreement is intended to provide for the establishment
and administration of an Account to receive contributions by the Employer on
behalf of the Employee in accordance with section 403(b)(7) of the Code or to
receive rollover contributions or transfers from another 403(b) annuity contract
or custodial account.
2.2 Establishment of Account. The Custodian shall establish and maintain
the Account for the benefit of the Employee according to the terms and
conditions of this Agreement. The name, address and social security number of
the Employee and Beneficiary are set forth on the Application, and it shall be
the obligation of the Account Holder to notify the Custodian of any changes
thereto. The Application and, if applicable, the Salary Reduction Agreement, are
incorporated herein by reference. The Account will become effective upon
acceptance by or on behalf of the Custodian, as evidenced by written
confirmation to the Employee.
ARTICLE III - CONTRIBUTIONS
3.1 Contributions. The Employer shall make such contributions as may be
provided for under any plan of which the Account may be a part or any agreement
with the Employee, including Salary Reduction Contributions made pursuant to the
Salary Reduction Agreement, to the Account on behalf of the Employee as
described in Section 3.2, subject to the limitations of Articles 3.4, 3.5, and
3.6.
403(b)(7) Custody Agreement - Page 1 of 7
<PAGE>
3.2 Salary Reduction Agreement. The Salary Reduction Agreement shall be a
legally binding agreement between the Employer and the Employee whereby the
Employee irrevocably agrees to take a reduction in salary or to forego an
increase in salary with respect to amounts earned after the agreement's
effective date, and whereby the Employer agrees to contribute the amount of
salary reduced or foregone by the Employee to the Account. The Employer and
Employee shall not enter into more than one such Salary Reduction Agreement in
any one taxable year of the Employee. The Salary Reduction Agreement may be
terminated at any time by the Employee with respect to amounts not yet earned by
the Employee.
3.3 Limitations in General. The Employee shall compute and determine the
maximum amount that may be contributed on behalf of the Employee in accordance
with the Employee's exclusion allowance, as defined in section 403(b)(2) of the
Code, and in accordance with the applicable limitations under the Code,
including without limitation sections 402(g) and 415(c). Neither the Custodian
nor the Company shall have any liability or responsibility with respect to such
computations or determinations, or for any tax imposed on any excess
contributions that exceed the limitations or exclusion allowance.
3.4 Contribution Limitations.
(a) No amount shall be contributed on behalf of the Employee for any
limitation year in excess of the applicable limitations of section 415(c)
of the Code. In the absence of a special election by the Employee under
section 415(c)(4) of the Code, the amount contributed shall not exceed the
lesser of: (i) $30,000 (or, if greater, one-fourth the defined benefit plan
dollar limitation in effect under section 415(b)(1) of the Code for the
limitation year); or (ii) 25 percent of the Employee's compensation (within
the meaning of section 415(c)(3) of the Code) for the limitation year.
(b) The term "limitation year" shall mean the calendar year, unless
the Employee elects to change the limitation year to another twelve-month
period by attaching a statement to his or her federal income tax return in
accordance with the regulations under section 415 of the Code. If the
Employee is in control (within the meaning of Code section 414(b) or (c),
as modified by Code section 415(h)) of the Employer, the limitation year
shall be the same as the limitation year of the Employer under Section 415
of the Code.
(c) If the Employer or any affiliated employer as described in section
415(h) of the Code makes contributions on behalf of the Employee to any
other custodial account or annuity contract described in section 403(b) of
the Code, then the contributions to such annuity contract shall be combined
with the contributions to the Account for purposes of the limitations of
subsection (a). If the Employee is covered by a qualified plan sponsored by
an entity controlled by the Employee, then contributions to such a plan
shall also be included for the purposes of the limitations of subsection
(a).
(d) All contributions must satisfy section 403(b)(12) of the Code.
3.5 Excess Contributions. Any excess contributions (as defined in Section
4973(c) of the code) that are made to the Account shall be subject to the six
percent excise tax of Section 4973(a). Neither the custodian nor the company
shall have any duty or responsibility for determining whether any contributions
to the Account are excludable from the Employee's gross income, or for assuring
that any contributions for purposes of Code Section 4973. The disposition of
excess contributions will be made in accordance with the instructions (a) from
the Employer, if the Employee has not separated from service, or (b) otherwise,
from the Employee. The Employer or Employee providing such instructions is
responsible for determining that they are consistent with applicable law.
3.6 Limitation on Salary Reduction Contributions.
(a) Employer contributions that are made to the Account pursuant to a
Salary Reduction Agreement shall not exceed the amount of $9,500, or such
greater amounts as may be permitted with respect to the Employee for the
taxable year under section 402(g)(5) of the Code, reduced by the aggregate
amounts contributed in any calendar year at the election of the Employee to
any qualified cash and deferred arrangement described in section 401(k) of
the Code, any simplified employee pension described in section 408(k)(6) of
the Code, and any eligible deferred compensation plan described in section
457 of the Code.
(b) Notwithstanding any provision of this Agreement to the contrary,
if the Employee determines that an amount contributed during a taxable year
to the Account exceeds the limitation set forth in subsection (a), and no
later than March 1 of the following taxable year notifies the Custodian in
writing of the excess amount the Employee has determined, then the
Custodian shall distribute such excess amount, plus any income or minus any
losses allocable thereto, to the Employee no later than the following April
15. The Employee shall have the sole responsibility for timely determining
any excess deferrals to the Account and notifying the Custodian in
accordance with these procedures.
(c) Neither the Custodian nor the Company shall have any duty or
responsibility for determining whether any contributions to the Account
constitute excess deferrals as described in section 402(g)(2)(A) of the
Code, or for assuring that any excess deferrals are timely distributed in
accordance with the procedures of section 402(g)(2)(A) of the Code.
3.7 Rollover Contributions and Transfers.
(a) The Employee shall be permitted to make a rollover contribution to
the Account of an amount received by the Employee that is attributable to
participation in another annuity contract or custodial account described in
Section 403(b) of the Code, provided such rollover contribution complies
with all requirements of section 403(b)(8) or section 408(d)(3)(A)(iii) of
the Code, whichever is applicable.
(b) The Custodian may accept a direct transfer of assets to the
Account on behalf of the Employee from another annuity contract or
custodial account described in section 403(b) of the Code to the extent
permitted by the Code and the regulations and rulings thereunder. The
Employee shall not request or initiate a transfer from a contract or
account containing distribution restrictions that are more restrictive than
those provided in Article V. The Employee shall not request or initiate a
transfer from a contract or account covered by ERISA, unless the transferee
Account is part of an employee benefit plan which provides distribution
restrictions which meet the requirements of section 205 of ERISA and the
regulations thereunder with respect to any amount transferred.
403(b)(7) Custody Agreement - Page 2 of 7
<PAGE>
(c) Neither the Custodian nor the Company shall have any duty or
responsibility for determining whether any rollover contribution or
transfer of assets by or on behalf of the Employee pursuant to this Section
3.7 is a proper rollover contribution or transfer of assets under the Code,
or for the tax treatment to the Employee of any transfer or rollover.
(d) To the extent permitted under applicable law, the Account Holder
reserves the right to transfer or rollover any or all of the assets of the
Account to such other form of annuity contract or custodial account
described in section 403(b) of the Code or to such Individual Retirement
Account (IRA) or other plan established pursuant to section 408 of the Code
as the Employee may determine, upon written instructions to the Custodian,
in a form acceptable to the Custodian; provided, however that the Custodian
shall have no responsibility for the tax treatment to the Account Holder of
any such transfer or rollover.
(e) The Custodian shall not be liable for losses arising from the
acts, omissions, or delays or other inaction of any party transferring
assets to the Account or receiving assets transferred from the Account
pursuant to this Article.
3.8 Manner of Making Contributions. All contributions to the Account shall
be paid directly to the Custodian. Contributions may be made by check or bank
wire. Contributions shall be preceded or accompanied by written instructions
directing the investment of the amount contributed on behalf of the Employee in
accordance with Section 4.1.
ARTICLE IV - INVESTMENTS
4.1 Investment of Account. All contributions to the Account and all assets
in the Account shall be invested in the Fund(s) in accordance with instructions
given to the Custodian by the Account Holder in a manner acceptable to the
Custodian. By giving such instructions, the Account Holder will be deemed to
have acknowledged receipt of the then current prospectus of any Fund in which
the Account Holder instructs the Custodian to invest such contributions or
assets. If the Custodian receives any contribution to the Account that is not
accompanied by acceptable instructions directing its investment, the Custodian
may hold or return all or a part of the contribution uninvested without
liability for loss of income or appreciation pending receipt of acceptable
instructions.
4.2 Investment Advice. The Account Holder agrees that neither the Custodian
nor the Company undertake to provide any advice with respect to the investment
of the Account, and that the responsibility of the Custodian to invest in shares
of a particular Fund pursuant to the directions of the Account Holder does not
constitute an endorsement by the Custodian of that Fund. Neither the Custodian
nor the Company shall be liable for any loss that results from the investment
instructions of, or the exercise of control over the Account by, the Account
Holder.
4.3 Account Earnings. All dividends, capital gains distributions and other
earnings received by the Custodian on any shares held in the Account shall be
automatically reinvested in additional shares.
4.4 Investment Exchanges. The Account Holder may direct the Custodian to
redeem any or all shares of any Fund that are held in the Account and to
reinvest the proceeds in any other Fund available under this Agreement. By
giving such directions, the Account Holder will have acknowledged receipt of the
then current prospectus of any Fund in which the Account Holder instructs the
Custodian to reinvest such proceeds. Any such exchange transaction shall conform
with the provisions of the current prospectus for the applicable Fund.
4.5 Record Ownership; Voting of Shares. All shares of the Company acquired
by the Custodian pursuant to this Agreement shall be registered in the name of
the Custodian or its nominee. The Custodian shall mail or transmit to the
Account Holder's address of record all notices, prospectuses, financial
statements, proxies and proxy soliciting materials relating to the shares held
in the Account. The Custodian shall not vote any such shares except in
accordance with written instructions received from the Account Holder, provided
however, that the Custodian may, in the absence of instructions, vote "present"
for the sole purpose of allowing such shares to be counted for establishment of
a quorum at a shareholder's meeting.
ARTICLE V - DISTRIBUTION OF ASSETS OF ACCOUNT
5.1 Request for Distribution. The Custodian shall distribute the assets of
the Account to the Employee upon receipt by the Custodian of a written request
for distribution submitted by the Employee, in a form acceptable to the
Custodian, subject to the provisions of Article V.
5.2 Limitations on Distributions. Except as may otherwise be provided in
Section 3.6, the assets of the Account shall not be distributed to the Employee
before the Employee attains age 59-1/2 unless the Employee has:
(a) separated from the service of the Employer,
(b) incurred a Disability, or
(c) encountered Financial Hardship, or
Any distribution that is made to the Employee for reason of Financial
Hardship shall not exceed the amount of Employer contributions made to the
Account pursuant to a salary reduction agreement with the Employee, excluding
earnings thereon.
5.3 Method of Distribution. Subject to the limitations of this Article V,
the Employee may elect to have distribution of the assets of the Account made in
one or a combination of the following ways:
(a) lump-sum payment;
(b) monthly, quarterly or annual installment payments over a period
certain not to exceed the life expectancy of the Employee or the joint and
last survivor life expectancy of the Employee and his or her Beneficiary in
a manner that satisfies the minimum distribution requirements of Article V;
or
(c) if the Account is part of a plan that is subject to section 205 of
ERISA, in the form of a nontransferable annuity contract purchased with the
proceeds of the Account for a term not longer than one of the periods
described in (b) above.
403(b)(7) Custody Agreement - Page 3 of 7
<PAGE>
If no election of the method of distribution is made by the Employee within
30 days of receipt by the Custodian of the written request for distribution
referred to in Section 5.1, the Custodian shall make such distribution to the
Employee in a lump-sum payment of cash; provided, however, that if the Account
is part of a plan that is subject to section 205 of ERISA, distributions may be
made only in accordance with the requirements of section 205 of ERISA.
5.4 Minimum Distribution Requirements.
(a) Distributions Prior to Death of Employee
(1) Commencement of Distributions. Notwithstanding any provision
of this Agreement to the contrary, the distribution method selected by
the Employee shall assure that distribution of the Account commences
no later than the Employee's "Required Beginning Date". For any
Employee who attained age 70-1/2 prior to January 1, 1988, the
Required Beginning Date is the April 1 following the calendar year in
which the Employee attains age 70-1/2 or terminates employment,
whichever is the later. For any other Employee, the Required Beginning
Date is the April l following the calendar year in which the Employee
attains age 70-1/2 regardless of whether the Employee has then
retired. Notwithstanding the foregoing, if the Account is part of a
government- or church-sponsored tax-sheltered annuity plan, the
Employee's Required Beginning Date shall be April 1 of the calendar
year following the later of the calendar year in which the Employee
retires or attained age 70 1/2.
(2) Minimum Amounts to be Distributed. The distribution method
selected by the Employee shall assure that the minimum amount
distributed to the Employee for each taxable year which includes the
Employee's Required Beginning Date or any anniversary thereof equals
or exceeds the minimum distribution required under sections 401(a)(9)
and 403(b)(10) of the Code and meets the incidental death benefit
requirement of these sections.
(b) Distributions Following Death of Employee. In the event the
Employee dies prior to the complete distribution of the assets of the
Account, all assets remaining in the Account shall be distributed to the
Employee's Beneficiary in accordance with the form of distribution elected
by the Employee prior to his death. If the Employee dies before electing a
form of distribution, the assets of his Account shall be paid to his
Beneficiary in a lump-sum payment or in monthly, quarterly or annual
installment payments over a specified period as selected in writing by the
Beneficiary; provided, however, that if the Account is part of a plan that
is subject to section 205 of ERISA, distributions may be made only in
accordance with the requirements of section 205 of ERISA. Notwithstanding
the foregoing, no distribution to a Beneficiary shall be made to the extent
that it would cause a violation of Code Sections 401(a)(9), 403(b)(10), or
the regulations thereunder (including the requirements of Proposed Treasury
Regulationss.1.401(a)(9)-2).
(1) Where Distribution Had Already Commenced. If distribution to
the Employee had already commenced and the Employee died after his
Required Beginning Date, the assets of the Account shall be
distributed to the Beneficiary at least as rapidly as under the method
of distribution in effect prior to the Employee's death.
(2) Five-Year Rule. If the Employee died before his Required
Beginning Date, the assets of the Account shall be distributed to the
Beneficiary by December 31 of the calendar year which contains the
fifth anniversary of the death of the Employee.
(3) Exception for Distributions Over Life Expectancy.
Notwithstanding subsection (2) above, the assets of the Account may be
distributed to the Beneficiary in installment payments over a period
certain not exceeding the Beneficiary's life expectancy, provided such
distribution commences (A) by December 31 of the calendar year
immediately following the year of the Employee's death, or (B) if the
Beneficiary is the surviving spouse of the Employee, by December 31 of
the later of (i) the calendar year immediately following the calendar
year in which the Employee died or (ii) the calendar year in which the
Employee would have attained age 70-1/2.
(c) Additional Rules.
(1) Compliance with Code. Without limiting the foregoing, for
purposes of the foregoing provisions and the provisions of section
5.3, life expectancy and joint and last survivor life expectancy shall
be determined by use of the expected return multiples in Tables V and
VI of Treasury Regulation ss.1.72-9 in accordance with Code Section
403(b)(10) and the regulations thereunder. In the case of
distributions under Subsection 5.4(a), the Employee's life expectancy
or, if applicable, the joint and last survivor expectancy of the
Employee and his Beneficiary, will be initially determined on the
basis of attained ages in the year the Employee reaches age 70-1/2. In
the case of distribution under Subsection 5.4(b), life expectancy
shall be initially determined on the basis of the Beneficiary's
attained age in the year distributions are required to commence.
Unless the Employee (or the Employee's spouse) elects otherwise prior
to the date distributions are required to commence, the Employee's
life expectancy and, if applicable, the Employee's spouse's life
expectancy shall be recalculated annually based on attained ages in
the year for which the required distribution is being determined. The
life expectancy of a nonspouse Beneficiary shall not be recalculated.
In the case of a distribution other than in the form of life income or
joint life income, the annual distribution required to be made by the Required
Beginning Date is for the calendar year in which the Employee reached age
70-1/2. Annual payments for subsequent years, including the year in which the
Required Beginning Date occurs, must be made by December 31 of the year. The
amount distributed for each year shall equal or exceed the annuity value as of
the close of business on December 31 of the preceding year, divided by the
applicable life expectancy or joint and last survivor life expectancy.
(2) Death of Beneficiary. If the Beneficiary dies while receiving
payments from the Account, all assets in the Account remaining to be
distributed under the form of distribution elected by the Employee or the
Beneficiary, as applicable, shall be distributed as soon as practicable to
the estate of the Beneficiary.
403(b)(7) Custody Agreement - Page 4 of 7
<PAGE>
5.5 Designation of Beneficiary. The Employee may from time to time
designate any person, persons or entity as the Beneficiary who shall receive any
undistributed assets held in the Account at the time of the Employee's death.
Any Beneficiary designation by the Employee shall be made on a form prescribed
by the Custodian, and shall be effective only when filed with the Custodian
during the lifetime of the Employee. If the Employee fails to designate a
Beneficiary in the manner provided above, or if the Beneficiary designated by
the Employee predeceases the Employee, the assets of the Account shall be
distributed upon the death of the Employee in the following order of priority:
first to the employee's surviving spouse, if any, and second, to the estate of
the Employee. Notwithstanding the foregoing, if this Agreement constitutes part
of an "employee pension benefit plan" (within the meaning of section 3(2) of
ERISA), then the Beneficiary of a married Employee shall be the spouse of the
Employee, unless the spouse of the Employee consents in writing to designation
of a different Beneficiary and such consent acknowledges the effect of the
designation, specifies the nonspouse beneficiary designated, and is witnessed by
a notary public. Furthermore, such a designation of a nonspouse Beneficiary may
be changed only if the spouse of the Employee provides a new consent that meets
all requirements of the preceding sentence.
5.6 Direct Rollovers. Notwithstanding any provision of this Agreement to
the contrary that would otherwise limit a distributee's election under this
section, a distributee may elect, at the time and in the manner prescribed by
the Custodian and fund transfer agent, to have any portion of an eligible
rollover distribution paid directly to an eligible retirement plan specified by
the distributee in a direct rollover. For the purpose of this section, the
following definitions apply:
(a) Eligible rollover distribution: An eligible rollover is any
distribution of all or any portion of the balance to the credit of the
distributee, except that an eligible rollover distribution does not
include: any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the life (or
life expectancy) of the distributee or the joint lives (or joint life
expectancies) of the distributee and the distributee's designated
beneficiary, or for a specified period of ten years or more; any
distribution to the extent such distribution is required to comply with the
minimum distribution and incidental death benefit requirements of section
401(a)(9) and 403(b)(10) of the Code; and the portion of any distribution
that is not includible in gross income. An eligible rollover distribution
also does not include any other amounts that may be excluded under
regulations, procedures, notices, or rulings interpreting the term eligible
rollover distribution under sections 401(a)(31), 402, or 403(b) of the
Code.
(b) Eligible retirement plan: An eligible retirement plan is an
individual retirement account described in section 408(a) of the Code, an
individual retirement annuity described in section 408(b) of the Code, or
another 403(b) annuity, that accepts the distributee's eligible rollover
distribution. However, in the case of an eligible rollover distribution to
the surviving spouse, an eligible retirement plan is an individual
retirement account or individual retirement annuity.
(c) Distributee: A distributee includes an employee or former
employee. In addition, the employee's or former employee's surviving spouse
and the employee's or former employee's spouse or former spouse who is the
alternate payee under a qualified domestic relations order, as defined in
section 414(p) of the Code, are distributees with regard to the interest of
the spouse or former spouse.
(d) Direct rollover: A direct rollover is a payment by the plan to the
eligible retirement plan specified by the distributee.
(e) The Custodian and fund transfer agent may prescribe reasonable
procedures for the election of direct rollovers under this section,
including, but not limited to, requirements that the distributee provide
the Custodian with adequate information, including, but not limited to: the
name of the eligible retirement plan to which the rollover is to be made; a
representation that the recipient plan is an individual retirement plan or
a 403(b) annuity, as appropriate; acknowledgement from the recipient plan
that it will accept the direct rollover; and any other information
necessary to make the direct rollover.
5.7 Responsibility. The Employee or Beneficiary, as applicable, shall be
responsible for requesting distributions that satisfy this Article V, the Code,
and ERISA, as applicable.
ARTICLE VI - RESPONSIBILITIES AND DUTIES OF
CUSTODIAN
6.1 Asset Retention. The Custodian shall hold all contributions to the
Account which are received by it subject to the terms and conditions of this
Agreement and for the purposes set forth herein. The Custodian shall be
responsible only for such assets as shall actually be received by it.
6.2 Records and Reports. The Custodian shall file such reports with the
Internal Revenue Service as may be required to be filed by the Custodian (not
including such reports as may be required to be filed by the Employer) under
Treasury Regulations. The Custodian, the Employer, Employee and Beneficiary
shall furnish to one another such information relevant to the Account as may be
required in connection with such reports. Unless the Employee (or Beneficiary,
where applicable) sends the Custodian written objection to a report within 60
days after its receipt, the Employee (or beneficiary, where applicable) shall be
deemed to have approved such report, and in such case the Custodian shall be
forever released and discharged from all liability and accountability to anyone
with respect to all matters and things included therein. The Custodian may seek
a judicial settlement of its accounts. In any such proceeding, the only
necessary party thereto in addition to the Custodian shall be the Employee.
6.3 Limitations on Responsibilities and Duties.
(a) The Custodian shall not be responsible in any way for the
collection of contributions provided for under this Agreement, the
selection of the investments for the Account, the purpose or propriety of
any distribution made pursuant to Article V hereof, or any other action
taken at the direction of the Employee (or Beneficiary or Employer, where
applicable). The Custodian shall not be obliged to take any action
whatsoever with respect to the Account except upon receipt of directions in
a form acceptable to the Custodian from the Employee (or Beneficiary or
Employer, where applicable). The Custodian shall be under no obligation to
determine the accuracy or propriety of any such directions and shall be
fully protected in acting in accordance therewith.
(b) The Custodian is an agent appointed by the company to perform
solely the duties assigned to it under the Agreement, it being acknowledged
that certain of such duties may be performed by the Custodian in any event
pursuant to one or more other contractual arrangements or relationships.
The Custodian shall not be deemed to be a fiduciary under ERISA in carrying
out its duties.
403(b)(7) Custody Agreement - Page 5 of 7
<PAGE>
(c) The Employer shall be solely responsible for assuring compliance
at all times with the nondiscrimination requirements of Code section
403(b)(12) and the Custodian shall not be responsible in any way for such
compliance.
(d) It is hereby agreed that, subject to the provisions of applicable
law, no person other than the Account Holder may institute or maintain any
action or proceeding against the Custodian.
6.4 Indemnification of Custodian. The Account Holder and the successors of
the Account Holder, including any executor or administrator of the Account
Holder, shall, to the fullest extent permitted by law, at all times fully
indemnify and save harmless the Custodian, its successors and assigns from any
and all claims, actions, or liabilities arising from investments or
distributions made or actions taken at the direction of the Account Holder, and
from any and all other liability whatsoever (including without limitation all
reasonable expenses incurred in defending against or settlement of such claims,
actions or liabilities) which may arise in connection with this Agreement or the
Account, except liability arising from the gross negligence or willful
misconduct of the Custodian.
6.5 Liability of Custodian. The Custodian's liability under his Agreement
and matters which it contemplates shall be limited to matters arising from the
Custodian's gross negligence or willful misconduct. The Custodian shall be
entitled to rely conclusively upon, and shall be fully protected in any action
or nonaction taken in reliance upon, any written notices or other communications
or instruments believed by the Custodian to be genuine and to have been properly
executed. The Custodian shall not under any circumstances be responsible for the
timing, purpose, or property of any contribution or of any distribution made
hereunder, nor shall the Custodian incur any liability or responsibility for any
tax imposed on account of any such contribution or distribution. The Custodian
shall not be obligated or expected to commence or defend any legal action or
proceeding in connection with this Agreement unless agreed upon by the custodian
and Account Holder, and unless fully indemnified for so doing to the
satisfaction of the Custodian.
ARTICLE VII - FEES AND EXPENSES OF THE CUSTODIAN
7.1 Compensation of Custodian. In consideration for its services hereunder,
the Custodian shall be entitled to receive the applicable fees specified in the
Application. The Custodian may substitute a revised fee schedule from time to
time. The Custodian shall be entitled to such reasonable additional fees as it
may from time to time determine for services required of it and not clearly
identified on the fee schedule.
7.2 Charges Upon the Account. Any income taxes or other taxes of any kind
whatsoever that may be levied or assessed upon or in respect of the Account
(including any transfer taxes incurred in connection with the investment and
reinvestment of Account assets), expenses, fees and administrative costs
incurred by the Custodian in the performance of its duties (including fees for
legal services rendered to the Custodian), and the Custodian's compensation as
determined under Section 7.1 shall constitute a charge upon the assets of the
Account. Such fees, taxes or expenses shall be paid from the Account, unless
they are paid by the Account Holder. The Custodian may redeem fund shares and
use the proceeds of redemption to pay such fees, taxes or expenses.
ARTICLE VIII - RESPONSIBILITIES AND DUTIES OF IDEX AND COMPANY
8.1 Limitations on Responsibilities and Duties. Idex and the Company shall
be fully protected in assuming that the Custodian is as shown on the latest
notification received at the principal offices of Idex, shall be protected in
acting in accordance with written direction of the Employer or the Employee, and
shall have no duty to see to the application of funds paid by it to the
Custodian, nor be required to question any actions directed by the Employer or
the Employee. Idex and the Company shall have no responsibility and no liability
for determining that contributions, transfers, distributions or any other action
with respect to this Account of the Employee, Beneficiary or Employer complies
with applicable law or this Agreement.
8.2 Company as agent of Custodian. In accordance with investment
designations made by the Employee, the Company shall be the agent of the
Custodian to receive and invest contributions hereunder on behalf of the
Employee and to reinvest in the Account all regular dividends and capital gain
distributions payable on shares held therein.
ARTICLE IX - RESIGNATION OR REMOVAL OF CUSTODIAN
9.1 Resignation or Removal. The Custodian may resign at any time by written
notice to the Account Holder which shall be effective 30 days after delivery
thereof. The Company shall appoint a successor Custodian who shall accept such
appointment in a writing provided to the Custodian and Account Holder within
such 30-day period. The Custodian may be removed by the Company at any time upon
30 days written notice to the Custodian, provided that the Company designates a
successor Custodian that accepts such appointment by a writing provided to the
Account Holder and the Custodian within such 30-day period. Upon such
resignation or removal, the Custodian shall transfer and deliver all assets of
the Account and all records relative thereto to the successor Custodian
appointed by the company, provided such successor Custodian has in writing
accepted this Agreement as it is or may be then amended. Notwithstanding the
foregoing, the custodian is authorized to reserve such sum of money as it may
deem advisable for payment of all of its fees, compensation, costs and expenses,
or for payment of any other liability constituting a charge on or costs and
expenses, or for payment of any other liability constituting a charge on or
against the assets of the Account or on or against the Custodian, and where
necessary may liquidate shares in the Account for such payments. Any balance of
such reserve remaining after the payment of all such items shall be paid over to
the successor Custodian.
9.2 Liability for Successor's Acts. Upon its resignation or removal, the
Custodian shall not be liable for the acts or omissions of any successor
Custodian. Upon the transfer of assets of the Account to a successor Custodian,
the resigning or removed Custodian shall be relieved of all further liability
with respect to this Agreement, the Account and the assets thereof.
ARTICLE X - AMENDMENT AND TERMINATION
10.1 Amendment of Agreement.
(a) The Account Holder, Employer, and Custodian hereby delegate to
Idex the power to amend this Agreement, including any retroactive amendment
necessary for the purpose of conforming the Agreement to the requirements
of the code. The Company shall deliver written notice of any such amendment
to the Account Holder, Custodian and any Employer who is party to this
Agreement.
403(B)(7) CUSTODY AGREEMENT - PAGE 6 OF 7
<PAGE>
(b) No amendment to this Agreement shall cause or permit:
(i) any part of the assets of the Account to be used for, or
diverted to, purposes other than for the exclusive benefit of the
Employee or Beneficiary or the payment of the expenses of the
Custodian and the Company as authorized by the provisions of this
Agreement and except to the extent required by law;
(ii) the Employee to be deprived of any accrued benefits under
this Agreement unless such amendment is required for the purpose of
conforming the Agreement to the requirements of any law, government
regulation or ruling; or
(iii) the imposition of any additional duties or obligations on
the Custodian without its consent.
10.2 Termination of Agreement. This Agreement shall terminate when all
assets in the Account have been distributed or otherwise transferred out of the
Account. Upon completion of such distribution, the Custodian shall be released
from all further liability with respect to all amounts so paid to the extent
permitted by applicable law.
ARTICLE XI - MISCELLANEOUS
11.1 Retirement Plan Provisions Shall Control. In the event contributions
are being made to the Account pursuant to any retirement plan or program
sponsored by the Employer, to the extent any provisions of this Agreement are
inconsistent with such retirement plan or program, the provisions of the
Employer's retirement plan or program shall control, provided:
(a) such provisions are not contrary to the rules and regulations
under section 403(b)(7) of the Code; and
(b) such provisions do not impose any additional responsibilities or
duties on the Custodian without its prior consent. The Employer shall be
responsible for delivering the most recent copy of any such retirement plan
or program to the Custodian; and
(c) Idex and the Company shall have no responsibility for
administering such retirement plan or program.
11.2 ERISA Requirements. If this Agreement is determined to constitute part
of an "employee pension benefit plan" (within the meaning of section 3(2) of
ERISA), then the Employer shall be solely responsible for assuring such employee
benefit plan complies at all times with the requirements of ERISA.
11.3 Exclusive Benefit. The assets of the Account shall not be used for, or
diverted to, purposes other than for the exclusive benefit of the Employee or
his or her Beneficiary. The assets of the Account shall not be subject to the
claims of the creditors of the Employer.
11.4 Nonforfeitability and Nontransferability. The interest of the Employee
in the balance of the Account shall at all times be nonforfeitable and
nontransferable. All rights under this agreement are enforceable solely by the
Employee or his or her Beneficiary, or any duly authorized representative of the
Employee or Beneficiary.
11.5 Nonalienation. The assets of the Account shall not be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, charge, garnishment, execution, or levy of any kind, either
voluntary or involuntary, except with regard to payment of expenses of the
Custodian as authorized by the provisions of the Agreement and except to the
extent required by law. Notwithstanding the foregoing, nothing in this Agreement
shall prohibit distributions from being made form the Account in accordance with
the provisions of a "qualified domestic relations order" within the meaning of
section 206(d) of ERISA.
11.6 Notices. Any notice, accounting, or other communication which the
Custodian may give to the Employer or the Account Holder shall be deemed given
when mailed to the Employee at the latest address which has been furnished to
the Custodian. Any notice or other communication which the Employer or Account
Holder may give to the Custodian shall not become effective until actual receipt
of said notice by the Custodian.
11.7 Applicable Law. This Agreement shall be construed and enforced in
accordance with the laws of Missouri, to the extent not preempted by Federal
law. No provision of this Agreement shall be construed to conflict with (1) any
provision of an Internal Revenue Service regulation, ruling, release, or other
order which affects, or could affect, the terms of this Agreement or its
compliance with the requirements of section 403(b)(7) of the code, or (2) in the
case of an Account that is part of an "employee pension benefit plan" (within
the meaning of section 3(2) of ERISA), any provision of ERISA or any regulation
or ruling issued thereunder.
11.8 Severability. In the event that the term of the Agreement or any
Account hereunder violates any law or regulation, the term of this Agreement and
any Account shall continue for the maximum period permitted by law and shall
then terminate, whereupon distribution of the assets of the Account shall be
made as provided upon termination of the Agreement.
11.9 Successors. This Agreement shall be binding upon the heirs, executors,
administrators, successors and assigns of any and all parties hereto and any
Employer or Employee hereunder.
11.10 Compliance with Code Section 403(b)(7). This Agreement is established
with the intent that it satisfy the requirements of Code section 403(b)(7).
Notwithstanding any other provision contained herein, if it is determined by the
Internal Revenue Service that this Agreement does not initially satisfy these
requirements and the Agreement is not amended retroactively to satisfy them, all
assets with contributions made hereunder, together with income earned thereon,
less reasonable expenses and agreed custodial fees, shall be distributed to the
Employee, and the Agreement shall be considered to be rescinded and of no force
or effect. If the Agreement, after initially satisfying, or being retroactively
amended to satisfy initially, the requirements of Code section 403(b)(7), fails
to continue to satisfy these requirements, the assets held hereunder shall be
segregated by the Custodian for the exclusive benefit of the Employee within 30
days following the Custodian's receipt of official notification of the
Agreement's failure to satisfy these requirements.
403(b)(7) Custody Agreement - Page 7 of 7
<PAGE>
SALARY REDUCTION AGREEMENT
AMENDMENT TO EMPLOYMENT CONTRACT
WHEN TO USE THIS FORM:
This three part form is to be completed and signed by the Employee and the
Employer for each new 403(b)(7) account using an IDEX Mutual Fund exclusively.
Only one Salary Reduction Agreement per taxable year (during any 12 month
period) is permissible by law. Therefore, on the anniversary when either an
increase or decrease in the reduction is made, a new form indicating the
corrected new amount should be completed and forwarded to IDEX in Clearwater.
<PAGE>
IDEX MUTUAL FUNDS SALARY REDUCTION AGREEMENT
MAIL TO: IDEX INVESTOR SERVICES, INC./bullet/P.O. BOX 9015
/bullet/CLEARWATER, FLORIDA 34618-9015
The Employer and Employee make the following Salary Reduction Agreement
(Agreement):
IT IS HEREBY AGREED by _________________________________________and by
(Name of Employer)
_______________________________________________________________that the existing
(Name of Employee, hereinafter referred to as the "Participant")
1. The annual compensation for the remainder of the current calendar year will
be reduced by $_______________________.
This amount to consist of ______________ reductions at $______________ each. The
first will be made __________________________.
(must be date in advance)
Commencing on January 1st of the following year and each calendar year
thereafter, $_________________ shall be reduced from the undersigned Employee's
compensation consisting of __________ reductions at $__________ each.
2. The amount defined in paragraph 1 above, shall be transmitted by the
Employer, in accordance with the Code Section 403(b)(7) program established and
maintained by the Employer to Investors Fiduciary Trust Company, Custodian, c/o
Idex Investor Services, Inc., P.O. Box 9015, Clearwater, Florida 34618, for
purchase of shares in an IDEX Mutual Fund.
3. The Participant releases any and all rights, present and future, to receive
payment of the amounts resulting from the reduction in compensation defined in
paragraph 1 above from the Employer, in any form except:
(a) The right of the Participant on termination of this Agreement, to
personally receive all of any part of such amounts for which service has
been rendered, but which have not been transmitted to the Custodian
referred to in paragraph 2 above, or which have been transmitted to the
Custodian but have not yet been used to purchase mutual fund shares,
(b) The right of the Participant on termination of this Agreement to
receive the mutual fund shares held in custody by the Custodian referred to
in paragraph 2 above,
(c) The right of the estate of the Participant upon the death of the
Participant to receive such mutual fund shares and the amounts described in
3(a).
4. This Agreement shall continue indefinitely until further amended or
terminated by notice by the Participant to the Employer, provided that not more
than one salary reduction agreement may be made in any twelve-month period, and
that any salary reduction agreement be subject to the conditions in paragraphs 5
and 6 below.
5. If the Participant terminates employment with the Employer, this Agreement
shall automatically terminate.
6. If the Employer terminates the Code Section 403(b)(7) program, this Agreement
shall automatically terminate and the procedures described in paragraph 3(a) and
(b) shall be followed.
7. The Employer agrees to furnish the Participant with a complete copy of the
Code Section 403(b)(7) program.
8. The Participant agrees that the Employer shall have no liability whatsoever
for any loss suffered by the Participant:
(a) With regard to this selection of mutual fund shares, or
(b) By reason of the Employer's transmittal of contributions, providing
that they are transmitted in accordance with the terms of the Code Section
403(b)(7) program referred to in paragraph 2.
9. The Participant understands that:
(a) The Employer's purpose in executing this Agreement is to provide the
Participant with an opportunity to take advantage of the provisions of Code
Section 403(b)(7) of the Internal Revenue Code of 1986, as amended.
(b) The Employer does not recommend to the Participant that he or she
participate in the Code Section 403(b)(7) program,
(c) The Employer does not warrant any particular tax consequences to the
Participant, and
(d) All computations in connection with the determination of the amount of
the salary reduction hereby authorized, including the amount of the
exclusion allowance, includable compensation, and years of service, as
determined under Code Section 403(b)(7) shall be the responsibility of the
Participant.
This Agreement has been executed by and on behalf of the parties hereto this
_____________________________day of ______________________________,19________.
EMPLOYEE: EMPLOYER:
- --------------------------- -----------------------------------------
By: _____________________________________
Title:___________________________________
Salary Reduction Agreement - Page 1 of 1
<PAGE>
PRELIMINARY ADMINISTRATIVE DATA FORM
WHEN TO USE THIS FORM:
This form is used to set-up billings. Only one Data Form is necessary per school
district, not per participant.
This form needs to be completed by the employer and returned to Idex Investor
Services along with any completed 403(b)(7) applications.
<PAGE>
IDEX MUTUAL FUNDS PRELIMINARY ADMINISTRATIVE DATA FORM
MAIL TO: IDEX INVESTOR SERVICES, INC. /bullet/ P.O. BOX 9015 /bullet/
CLEARWATER, FLORIDA 34618-9015
Name of School District: _________________________________________________
Address: _________________________________________________
-------------------------------------------------
Personnel pay periods _________Monthly
_________Semi-monthly
_________Bi-weekly
_________Other (please provide explanation)
Please provide the name and phone number of the person who should be contacted
regarding the billing or pay schedule.
Name: _______________________________ Phone Number: ___________________________
PARTICIPANT LIST
Name Social Security Number Reduction Amount
1.
2.
3.
4.
5.
Preliminary Administrative Data Form - Page 1 of 1
<PAGE>
TRANSFER REQUEST
TO AN IDEX 403(B)(7) CUSTODIAL ACCOUNT
WHEN TO USE THIS FORM:
This form is to be used to transfer 403(b) or 403(b)(7) assets to an IDEX
403(b)(7) custodial account.
This form should be completed and signed by the employee. The Registered
Representative should send the Transfer Request with either a policy or account
confirmation to Idex Investor Services along with a completed 403(b)(7)
application.
Each company has their own requirements, surrender forms, etc., therefore there
are no standard forms to transfer assets. Your client must also request that the
taxes are not to be withheld from the transfer of assets.
<PAGE>
IDEX MUTUAL FUNDS 403(B)(7) TRANSFER REQUEST
MAIL TO: IDEX INVESTOR SERVICES, INC. /bullet/ P.O. BOX 9015 /bullet/
CLEARWATER, FLORIDA 34618-9015
Instructions to Employee: Use this form to transfer your Section 403(b) or
403(b)(7) assets from another financial institution to your IDEX Section
403(b)(7) custodial account. Please return this form with the necessary
signature(s), to Investors Fiduciary Trust Company (IFTC) who will forward the
form to the transferring institution.
Date: ____________________________________________
Present Custodian: _____________________________________________
Address: _____________________________________________
---------------------------------------------
---------------------------------------------
RE: ________________________________ Account Number: _____________________
(Name of Account)
Dear Sir or Madam:
I direct you to immediately transfer the above referenced 403(b) annuity or
403(b)(7) custodial account established on my behalf by my employer, as
specified below.
Check one:
[ ] This is a complete transfer
[ ] This is a partial transfer. Please liquidate (complete one) $____________ or
_________ shares and transfer to IFTC at the address below.
My current employment status is:
[ ] Retired
[ ] Employed by; or [ ] NOT Employed by
an educational organization described in Section 170(b)(1)(A)(ii) of the Code;
or an organization described in Section 501(c)(3) of the Code.__
Liquidate the assets or cancel the annuity contract for its cash surrender
value, and transfer the proceeds to Investors Fiduciary Trust Company,
Custodian, Post Office Box 9015, Clearwater, Florida 34618-9015, for the
purchase of shares for my IDEX Mutual Funds 403(b)(7) custodial account.
After you have transferred my 403(b) or 403(b)(7) assets, please forward to
IFTC, with a copy to me, a statement reflecting the transfer. Also, please
provide the following information to IFTC:
Value of the above referenced account or
partial transfer amount, as of close of last
year beginning before January 1, 1989 = $ _____________________
Percent of assets transferred attributable to
employee's after tax contributions (if any) = _______________________%
I understand that failing to provide this account information to IFTC within
sixty (60) days of your transfer of my 403(b) or 403(b)(7) assets will be
treated as certification that the entire amount constitutes post-1988 assets.
403(b)(7) Transfer Request - Page 1 of 2
<PAGE>
Upon its receipt of my 403(b) or 403(b)(7) assets, I authorize IFTC, Custodian,
to invest them as follows:
IDEX FUND SELECTION AMOUNT PERCENT
$ %
$ %
$ %
TOTAL $ 100%
** For a complete description of available Funds, please refer to the Statement
of Investment Options and the appropriate Prospectus **
Thank you for your assistance.
Sincerely,
- ----------------------------------- -------------------------------
Employee Signature Social Security Number
- -----------------------------------
Employee Name (Please Print)
- -----------------------------------
Address
- -----------------------------------
- -----------------------------------
- -----------------------------------
Daytime Telephone Number
LETTER OF ACCEPTANCE
INVESTORS FIDUCIARY TRUST COMPANY
(Successor Custodian's Acceptance)
Investors Fiduciary Trust Company accepts its appointment as Successor
Custodian. IFTC also accepts from your custodianship proceeds from the above
requested transfer of assets to the IDEX Mutual Fund 403(b)(7) Custodial Account
established on behalf of the Employee.
Accepted by: INVESTORS FIDUCIARY TRUST COMPANY
403(b)(7) Transfer Request - Page 2 of 2
<PAGE>
WITHDRAWAL REQUEST FROM AN IDEX
403(b)(7) CUSTODIAL ACCOUNT
WHEN TO USE THIS FORM:
This form is used to authorize IFTC to distribute 403(b)(7) assets from an IDEX
403(b)(7) custodial account.
This form should be filled out by the employee and signed by the employee and
employer.
The employer is responsible for verifying that the distribution requested does
fall within the distributable event list shown on the form.
If the reason for the request is "financial hardship", the checklist for
determining 403(b)(7) hardship distributions section must be filled out and
signed. The employer must review that section prior to signing the form.
<PAGE>
403(B)(7) CUSTODIAL ACCOUNT WITHDRAWAL REQUEST
Mail to: IDEX Investor Services, Inc. /bullet/ P.O. Box 9015
/bullet/ Clearwater, Florida 34618-9015.
For assistance call us at (800) 851-9777.
- ---------------------------------------- -----------------------------
Account Owner Birthdate Marital Status
- ---------------------------------------- -----------------------------
Street Social Security Number
- ---------------------------------------- -------------------------
City, State & Zip Code [ ] New Address? Telephone Number
Please withdraw from the following accounts: (If distribution is for financial
hardship, certain restrictions may not allow you to withdraw the full amount.)
Fund/Account Number Amount
------------------------------- ----------
------------------------------- ----------
------------------------------- ----------
------------------------------- ----------
------------------------------- ----------
If any of the funds requested are from the post 12/31/88 accumulated salary
reduction contributions, and the participant is less than age 59 1/2, please
complete reason:
[ ]* QDRO (Attach copy of Qualified Domestic Relations Order, W-9 and
Letter of Instruction)
[ ] Disability
[ ] Separation from Service
[ ] Financial Hardship (Complete, verify and return checklist attached
- Employer must suspend contributions for twelve months.)
[ ] Substantially Equal Periodic Payments Over Life Expectancy after
Separation from Service
[ ] To correct excess contributions/deferrals
[ ]* Death (Attach certified copy of Death Certificate, W-9, Signature
Guarantee and Letter of Instruction)
-----------------------------------------
Authorized Employer's Signature
* Employer Signature not Required
WITHDRAWALS TAKEN PRIOR TO AGE 591/2 MAY BE SUBJECT TO A 10% FEDERAL EXCISE TAX.
FOR ELIGIBLE ROLLOVER DISTRIBUTIONS, THE IRS REQUIRES 20% WITHHOLDING.
403(b)(7) Custodial Account Withdrawal Request - Page 1 of 3
<PAGE>
For non-eligible rollover distributions in the form of non-periodic
distributions:
The IRS requires that distributions you receive from your 403(b)(7) Custodial
Account be subject to Federal Income Tax withholding UNLESS you elect not to
have withholding apply. Income tax will be withheld at the rate of 10%.
[ ] I do NOT want to have Federal Income Tax withheld from my payment.
[ ] PLEASE WITHHOLD _____% from my payment for Federal income tax. (Must be at
least 10%).
For more informationon tax withholding read IRS Form W-4P.
PLANS SUBJECT TO ERISA:
[ ] Check this box if no spouse exists.
Spouse: I am aware of my rights to the assets in this retirement account as
described in the Retirement Equity Act of 1984 and I consent to this
withdrawal request.
---------------------------------- ------------------------
Spouse Signature Date
---------------------------------- ------------------------
Employer Signature Date
WAIVER OF TAX NOTICE
IRC Section 402(f) and Regulation section 1.403(b)-2,Q+A-4(a)(2) (T.D. 8619
issued 9/15/95) require that a Special Tax Notice be provided to a 403(b)(7)
account holder explaining the 20% withholding rules at least 30 days prior to an
eligible rollover distribution. The notice only must summarize Federal (not
State or Local) Tax Rules that might apply to the distribution. The Rules
described in the notice are complex and contain many exceptions and conditions.
Therefore, a professional tax advisor should be consulted before requesting a
distribution. Also, you can find more specific information on the tax treatment
of payments from qualified retirement plans in IRS Publication 575, Pension and
Annuity Income, and IRS Publication 590, Individual Retirement Arrangements and
IRS Publication 571, Tax-Sheltered Annuity Programs for Employees of Public
Schools and Certain Tax-Exempt Organizations. These publications are available
from your local IRS office or by calling 1-800- TAX-FORMS.
As permitted by IRS Notice 93-26, I acknowledge that I have the right to receive
the Special Tax Notice required by IRC Section 402(f) and to have 30 days to
decide whether or not to elect a direct rollover. I hereby waive the application
of the thirty day time period and affirmatively elect to make (or not to make) a
direct rollover by completing the information requested above in this form.
CERTIFICATION - UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
(a) The number shown on this form is my correct Taxpayer Identification
Number, and
(b) I am not subject to backup withholding either because I have not been
notified by the Internal Revenue Service (IRS) that I am subject to backup
withholding as a result of a failure to report all interest or dividends,
or the IRS has notified me that I am no longer subject to backup
withholding. (c) I have read and understand the IDEX Mutual Funds Special
Tax Notice Regarding 403(b)(7) Distributions.
Signed this _______ day of _____________________, 19 ___.
X ____________________________________ Account Owner
X _____________________________________ _________________________________
(Spouse - As to Community Property Witness
Interest)
PLEASE NOTE - Signatures of spouses and witnesses are required on all plans if
owner of account is resident of Arizona, California, Idaho, Louisiana, Nevada,
New Mexico, Texas, Washington State, Wisconsin or Puerto Rico.
403(b)(7) Custodial Account Withdrawal Request - Page 2 of 3
<PAGE>
CHECKLIST FOR DETERMINING 403(B)(7) HARDSHIP DISTRIBUTIONS
DOES YOUR REQUEST QUALIFY AS A HARDSHIP WITHDRAWAL?
YES NO
1. Is the expense one of the following IRS approved needs? [ ] [ ]
Uninsured medical expenses that do not exceed the amount
of medical expenses deductible as an itemized deduction
for the year
Purchase of a primary residence
College Tuition - immediate family only
To prevent eviction from or foreclosure on your primary residence
* If the expense is not one of the above IRS approved needs, the participant
must be able to prove the expense was a "need" and not a "want."
YES NO
2. Do you have documentation to support your expense? [ ] [ ]
Recommended documentation to retain in your tax file are:
- Uninsured medical expenses - copies of bills and insurance
claim statements - Purchase of a primary residence
- copy of purchase agreement
- College Tuition - copy of bill for tuition only
and not room and board
- To prevent eviction from, or foreclosure on your
primary residence - eviction notice
* The amount of the distribution requested should not be more than the absolute
minimum needed to cover the hardship.
* ACCOUNTS CANNOT BE CLOSED FOR FINANCIAL HARDSHIP.
Only salary reduction elective deferrals may be withdrawn.
Contract earnings are not available.
ARE ANY OTHERSOURCES AVAILABLE TO OBTAIN THE FUNDS?
YES NO
1. Have you obtained all distributions [ ] [ ]
(other than hardship distributions) and
all nontaxable loans available under all
plans maintained by your employer?
2. Have you liquidated all reasonable assets [ ] [ ]
(certificates of deposit, savings
account, stocks, vacation home, boat, etc.?)
3. Are you unable to obtain the funds from a
commercial lending institution? [ ] [ ]
PLEASE READ CAREFULLY
* If the answer is no to any of the above questions, then that source is an
available source which must be utilized before a hardship distribution from a
403(b)(7) account may be taken.
* If you answered yes, you must be able to support your statements with
documentation. A current copy of a loan denial is recommended for your tax file.
* This information should not be construed as legal or tax advice.
* If you have any questions regarding the permissibility of a distribution, you
should contact your legal counsel or tax advisor.
* IRS Rules require that you stop contributions to the plan for 12 months upon
taking a hardship withdrawal.
* All withdrawals are reported to the IRS.
* Hardship amount to be withdrawn: $ _______________________
Your signature on this form certifies that this hardship distribution is in
compliance with the hardship rules outlined by the IRS.
- ---------------------------------------------- ---------------------
Account Owner Signature Date
403(b)(7) Custodial Account Withdrawal Request - Page 3 of 3
<PAGE>
SPECIAL TAX NOTICE REGARDING
403(b)(7) DISTRIBUTIONS
WHEN TO USE THIS FORM:
IDEX (as agent of Investors Fiduciary Trust Company) is required to give a copy
of the Special Tax Notice regarding 403(b)(7) Distributions to any participant
requesting a withdrawal of assets.
This requirement was created by the Unemployment Compensation Amendment of 1992.
THIS FORM NEEDS TO BE ACKNOWLEDGED BY THE ACCOUNT HOLDER'S SIGNATURE AND
RETURNED TO IDEX IN ORDER TO PROCESS THE REQUEST.
<PAGE>
IDEX MUTUAL FUNDS SPECIAL TAX NOTICE REGARDING 403(B)(7) DISTRIBUTIONS
MAIL TO: IDEX INVESTOR SERVICES, INC. /bullet/ P.O. BOX 9015 /bullet/
CLEARWATER, FLORIDA 34618-9015
Re: _____________________________________ Account No. ________________________
Name of Account
This notice contains important information you will need before you decide
how to receive your benefits from the Custodial Account held by Investors
Fiduciary Trust Company as custodian (the "Custodian") under the provisions of
Internal Revenue Code Section 403(b)(7) (the "Plan").
SUMMARY
A payment from the Plan that is eligible for "rollover" can be taken in two
ways. You can have all or any portion of your ------------------ payment either:
(1) PAID IN A "DIRECT ROLLOVER" or (2) PAID TO YOU.
A direct rollover is a payment of your Plan benefits to : (A) another
403(b) tax deferred annuity (TDA) OR a 403 (b)(7) custodial account if your
employment continues to qualify you for TDA participation; or, (B) to your
individual retirement arrangement (IRA) if you have separated from service and
no longer qualify for TDA participation. This choice will effect the tax you
owe.
If you choose a DIRECT ROLLOVER:
Your payment will not be taxed in the current year and no income tax will
be withheld.
Your payment will be made directly to your TDA if your employment continues
to qualify you for TDA participation, or , to your IRA if you have
separated from service and no longer qualify for TDA participation.
Your payment will be taxed later when you take it out of the TDA or IRA.
If you choose to have your Plan benefits PAID TO YOU:
You will receive only 80% of the payment, because the Custodian is required
to withhold 20% of the payment and send it to the IRS as income tax
withholding to be credited against your taxes.
Your payment will be taxed in the current year unless you roll it over. You
may be able to use special tax rules that could reduce the tax you owe.
However, if you receive the payment before age 59 1/2, you also may have to
pay an additional 10% penalty tax.
You can rollover the payment by paying it to another TDA that accepts your
Rollover, or to your IRA, within 60 days of receiving the payment. The
amount rolled over will not be taxed until you take it out of the TDA or
IRA.
If you want to roll over 100% of the payment to a TDA or an IRA, you must
find other money to replace the 20% that is withheld. If you roll over only
the 80% that you received, you will be taxed on the 20% that was withheld
and that is not rolled over.
Special Tax Notice Regarding 403(b)(7) Distributions - Page 1 of 4
<PAGE>
MORE INFORMATION
Page
I. PAYMENTS THAT CAN AND CANNOT BE ROLLED OVER .............................2
II. DIRECT ROLLOVER .........................................................2
III. PAYMENT PAID TO YOU .....................................................3
IV. SURVIVING SPOUSES, ALTERNATE PAYEES, AND OTHER
BENEFICIARIES ..........................................................5
I. PAYMENTS THAT CAN AND CANNOT BE ROLLED OVER
Payments from the Plan may be "eligible rollover distributions." This means
that they can be rolled over to a TDA that accepts rollovers or to an IRA. The
Custodian or your employer should be able to tell you what portion of your
payment is an eligible rollover distribution. The following types of payments
cannot be rolled over:
Non-taxable Payments. In general, only the "taxable portion" of your
payment is an eligible rollover distribution. If you have made "after-tax"
employee contributions to the Plan, these contributions will be non-taxable when
they are paid to you, and they cannot be rolled over. (After-tax employee
contributions generally are contributions you made from your own pay that were
already taxed.)
Payments Spread Over Long Periods. You cannot roll over a payment if it is
part of a series of equal (or almost equal) payments that are made at least once
a year and that will last for
- -- your lifetime ( or your life expectancy), or
- -- your lifetime and your beneficiary's lifetime (or life expectancies), or
- -- a period of ten years or more.
Required Minimum Payments. Beginning in the year you reach age 70 1/2, a
certain portion of your payment cannot be rolled over because it is a "required
minimum payment" that must be paid to you.
II. DIRECT ROLLOVER
You can choose a direct rollover of all or any portion of your payment that
is an "eligible rollover distribution," as described above. In a direct
rollover, the eligible rollover distribution is paid directly from the Custodian
to a TDA or an IRA. If you choose a direct rollover, you are not taxed on a
payment until you later take it out of the TDA or IRA.
Direct Rollover to a TDA. You can establish another tax deferred annuity or
custodial account to receive a direct rollover. (The term TDA as used in this
notice, includes an Internal Revenue Code (IRC) Section 403(b) tax deferred
annuity and an IRC Section 403(b)(7) custodial account.) If your employment
continues to qualify you for TDA participation, you can choose a direct rollover
to a TDA only; you may not choose an IRA.
Direct Rollover to an IRA. You can open an IRA to receive the direct
rollover, if you have separated from service and no longer qualify for TDA
participation. (The term "IRA," as used in this notice, includes an IRC Section
408(a) individual retirement account and an IRC Section 408(b) individual
retirement annuity.) If you choose to have your payment made directly to an IRA,
contact an IRA sponsor to find out how to have your payment made in a direct
rollover to an IRA at that institution. If you are unsure of how to invest your
money, you can temporarily establish an IRA to receive the payment. However, in
choosing an IRA, you may wish to consider whether the IRA you choose will allow
you to move all or part of your payment to another IRA at a later date, without
penalties or other limitations. See IRS Publication 590, Individual Retirement
Arrangements, for more information on IRAs (including limits on how often you
can roll over between IRAs).
Special Tax Notice Regarding 403(b)(7) Distributions - Page 2 Special Tax Notice
Regarding 403(b)(7) Distributions - Page 1 of 4 of 4
<PAGE>
Direct Rollover of a Series of Payments. If you receive eligible rollover
distributions that are paid in a series for less than ten years, your choice to
make or not make a direct rollover for a payment will apply to all later
payments in the series until you change your election. You are free to change
your election for any later payment in the series.
III. PAYMENT PAID TO YOU
If you have the payment made to you, it is subject to 20% income tax
withholding. The payment is taxed in the year you receive it unless, within 60
days, you roll it over to a TDA or an IRA. If you do not roll it over, special
tax rules may apply.
Income Tax Withholding:
Mandatory Withholding. If any portion of the payment to you is an
eligible rollover distribution, the Custodian is required by law to
withhold 20% of that amount. This amount is sent to the IRS as income tax
withholding. For example, if your eligible rollover distribution is
$10,000, only $8,000 will be paid to you because the Custodian must
withhold $2,000 as income tax. However, when you prepare your income tax
return for the year, you will report the full $10,000 as a payment from the
Plan. You will report the $2,000 as tax withheld, and it will be credited
against any income tax you owe for the year.
Voluntary Withholding. If any portion of your payment is not an
eligible rollover distribution but is taxable, the mandatory withholding
rules described above do not apply. In this case, you may elect not to have
withholding apply to that portion. To elect out of withholding, complete
the tax withholding election on the Custodian's withdrawal request form, or
other applicable form.
Sixty-Day Rollover Option. If you have an eligible rollover
distribution paid to you, you can still decide to roll over all or part of
it to a TDA or an IRA. If you decide to roll over, you must make the
rollover within 60 days after you receive the payment. The portion of your
payment that is rolled over will not be taxed until you take it out of the
TDA or IRA.
You can roll over up to 100% of the eligible rollover distribution,
including an amount equal to the 20% that was withheld. If you choose to roll
over 100%, you must find other money within the 60-day period to contribute to
the TDA or IRA to replace the 20% that was withheld. On the other hand, if you
roll over only the 80% that you received, you will be taxed on the 20% that was
withheld.
Example: Your eligible rollover distribution is $10,000 and you choose to
have it paid to you. You will receive $8,000, and $2,000 will be sent to
the IRS as income tax withholding. Within 60 days after receiving the
$8,000 you may roll over the entire $10,000 to a TDA or an IRA. To do this,
you roll over the $8,000 you received from the Company, and you will have
to find $2,000 from other sources (your savings, a loan, etc.). In this
case, the entire $10,000 is not taxed until you take it out of the TDA or
IRA. If you roll over the entire $10,000, when you file your income tax
return you may get a refund of the $2,000 withheld.
If, on the other hand, you roll over only $8,000, the $2,000 you did not
roll over is taxed in the year it was withheld. When you file your income
tax return you may get a refund of part of the $2,000 withheld. (However,
any refund is likely to be larger if you roll over the entire $10,000.)
Withdrawals. Post 12-31-88 contributions and earnings on the total account
value cannot be withdrawn unless you: (1) are age 59-1/2 or older; (2) become
disabled; (3) separate from service; (4) die; or (5) have a financial hardship.
(If a loan option is available under this or any other employer plan in which
you participate, a hardship withdrawal is not available until you exhaust these
loan possibilities.) Cash values as of 12-31-88 may be withdrawn without regard
to the above restrictions. Withdrawals are subject to the 10% premature penalty
tax unless one of the following exemptions apply.
Additional 10% Tax If You Are Under Age 59-1/2. If you receive a payment
before you reach age 59-1/2 and you do not roll it over, then, in addition to
the regular income tax, you may have to pay an extra tax equal to 10% of the
taxable portion of the payment. The additional 10% tax does not apply to your
payment if it is
Special Tax Notice Regarding 403(b)(7) Distributions - Page 3 of 4
<PAGE>
(1) made to your beneficiary or to your estate, on or after your death, (2) paid
because you retire due to disability, (3) paid to you as equal (or almost equal)
payments over your life or life expectancy (or your and your beneficiary's lives
or life expectancies), (4) paid to you on account of separation from service
after attaining age 55; (5) property made to an alternate payee under a
"Qualified Domestic Relations Order"; (6) financial hardship (in which event
only the elective deferrals may be withdrawn); (7) used to pay certain medical
expenses; (8) timely made to correct an excessive aggregate contribution; or,
(9) timely made to reduce an excess elective deferral. See IRS Form 5329 for
more information on the additional 10% tax.
Special Tax Treatment. If your eligible rollover distribution is not rolled
over, it will be taxed in the year you receive it.
If it otherwise qualifies as a "lump sum distribution", it will not be
eligible for five-year or ten-year income averaging. IRC Sections 402(e)(4)(A);
403(b)(1).
IV. SURVIVING SPOUSES, ALTERNATE PAYEES, AND OTHER BENEFICIARIES
In general, the rules summarized above that apply to payments to employees
also apply to payments to surviving spouses of employees and to spouses or
former spouses who are "alternate payees." You are an alternate payee if your
interest in the plan results from a "qualified domestic relations order," which
is an order issued by a court, usually in connection with a divorce or legal
separation. Some of the rules summarized above also apply to a deceased
employee's beneficiary who is not a spouse. However, there are some exceptions
for payments to surviving spouses, alternate payees, and other beneficiaries
that should be mentioned.
If you are a surviving spouse, you may choose to have an eligible rollover
distribution paid in a direct rollover to an IRA or paid to you. If you have the
payment paid to you, you can keep it or roll it over yourself to an IRA but you
cannot roll it over to a TDA. If you are an alternate payee, you have the same
choices as the employee. Thus, you can have the payment paid as a direct
rollover or paid to you. If you have it paid to you, you can keep it or roll it
over yourself to an IRA. If you are a beneficiary other than the surviving
spouse, you cannot choose a direct rollover, and you cannot roll over the
payment yourself.
If you are a surviving spouse, an alternate payee, or another beneficiary,
your payment is not subject to the additional 10% tax described in section III
above, even if you are younger than age 59-1/2.
HOW TO OBTAIN ADDITIONAL INFORMATION
This notice summarizes only the federal (not state or local) tax rules that
might apply to your payment. The rules described above are complex and contain
many conditions and exceptions that are not included in this notice. Therefore,
you may want to consult with a professional tax advisor before you take a
payment of your benefits from the Plan. Also, you can find more specific
information on the tax treatment of payments from qualified retirement plans in
IRS Publication 575, Pension and Annuity Income, IRS Publication 590, Individual
Retirement Arrangements, and IRS Publication 571, Tax-Sheltered Annuity Programs
for Employees of Public Schools and Certain Tax-Exempt Organizations. These
publications are available from your local IRS office or by calling
1-800-TAX-FORMS.
I hereby acknowledge the receipt of the within notice required by IRC
Section 402(f) and Regulation Section 1.403(b)- 2,Q+A-4(a)(2) (T.D. 8619 issued
9/15/95). I have waived the application of the thirty (30) day time period and
have affirmatively elected to make (or not to make) a direct rollover by
completing the custodian's withdrawal request form, or other applicable form.
-----------------------------------------
Account Holder Signature
INVESTORS FIDUCIARY TRUST COMPANY
c/o IDEX Mutual Funds
P.O. BOX 9015
CLEARWATER, FLORIDA 34618-9015
Special Tax Notice Regarding 403(b)(7) Distributions - Page 4 of 4
Principal Underwriter, InterSecurities, Inc.
(C)1996 InterSecurities Inc.
<PAGE>
IDEX UNIVERSE 401(K)(SM)PLAN APPLICATION
MAIL TO: IDEX DEFINED CONTRIBUTION SERVICES /bullet/ P.O. BOX 8705 /bullet/
BOSTON, MA 02266-8705
1. ACCOUNT REGISTRATION
_______________________________________________________________________________
Plan Name
_______________________________________________________________________________
Address
_______________________________________________________________________________
City State ZIP
_______________________________________________________________________________
Employer I.D. Number: ______________________________
2. INVESTMENT SELECTION
/bullet/ Maximum of Eight Choices:
/bullet/ CEF - Money Market Portfolio
/bullet/ CEF - Government Securities Portfolio
IDEX II Series Fund:
/bullet/ Growth Portfolio
/bullet/ Global Portfolio
/bullet/ Flexible Income Portfolio
/bullet/ Income Plus Portfolio
/bullet/ Balanced Portfolio
/bullet/ Capital Appreciation Portfolio
/bullet/ Aggressive Growth Portfolio
/bullet/ Equity-Income Portfolio
/bullet/ Tactical Asset Allocation Portfolio
/bullet/ C.A.S.E. Portfolio
/bullet/ Class of Shares /bullet/ A /bullet/ B /bullet/ C
/bullet/ Dividends and Capital Gains will be reinvested.
3. REPRESENTATIVE INFORMATION
_______________________________________________________________________________
Representative Name Rep Number
_______________________________________________________________________________
Dealer Name Dealer Number
_______________________________________________________________________________
Branch Office Address Branch Number
_______________________________________________________________________________
Branch Office City, State, Zip Code Telephone Number
4. SIGNATURES
In accordance with the terms and conditions in this form, the 401(k) Plan
Document and Adoption Agreement, the current Prospectuses I have received, read
and understood, please establish these accounts. By signing this form, I certify
that I have full authority and legal capacity to purchase shares of the Fund(s),
and affirm that I have received current Prospectuses and agree to be bound by
their terms. Under penalties of perjury, I certify that the Employer
Identification Number stated in Section I is correct. If an EIN was not
provided, I certify that I have applied for one and am waiting for one to be
issued.
- ------------------------------------ -------------------------------------
Signature of Employer Date
- ------------------------------------- -------------------------------------
Print Name and Title State in which application is signed
P.O. Box 9015 /bullte Clearwater, FL /bullet/ 34618-9015
Principal Underwriter: InterSecurities, Inc.
June 6, 1996
<PAGE>
CLASS A SHARES
IDEX II AGGRESSIVE GROWTH PORTFOLIO
a series of
IDEX II SERIES FUND
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, IDEX II Series Fund (the "Fund") is registered under the
Investment Company Act of 1940, as amended ("1940 Act"), as an open-end
management investment company, and offers for public sale shares of beneficial
interest; and
WHEREAS, the Fund desires to adopt a Plan of Distribution ("Plan") pursuant
to Rule 12b-1 under the 1940 Act applicable to the Class A shares of IDEX II
Aggressive Growth Portfolio (the "Portfolio"), a series of shares of the Fund;
and
WHEREAS, the Fund has entered into an Underwriting Agreement ("Underwriting
Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which ISI serves as
Distributor of the various series and classes of shares of the Fund during the
continuous offering of its shares;
NOW THEREFORE, the Fund hereby adopts this Plan with respect to the Class A
shares of the Portfolio in accordance with Rule 12b-1 under the 1940 Act.
1. (A). The Portfolio is authorized to pay to ISI, as compensation for
ISI's services as Distributor of the Portfolio's Class A shares, a distribution
fee at the rate of up to 0.35% on an annualized basis of the average daily net
assets of the Portfolio's Class A shares. Such fee shall be calculated and
accrued daily and paid monthly or at such other intervals as the Fund and ISI
shall agree.
(B). The Portfolio is authorized to pay to ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class A shares, a service fee at the
rate of up to 0.25% on an annualized basis of the average daily net assets of
the Portfolio's Class A shares. Such fee shall be calculated and accrued daily
and paid monthly or at such other intervals as the Fund and ISI shall agree.
(C). To the extent that the Portfolio pays a service fee pursuant to
paragraph 1(B) of this Plan, the amount available to be paid pursuant to
paragraph 1(A) of this Plan shall be reduced pro tanto, so that the total fees
payable under this Plan by the Portfolio with respect to its Class A shares
shall not exceed the rate of 0.35% on an annual basis of the average daily net
assets of the Portfolio's Class A shares.
(D). The Portfolio may pay a distribution or service fee to ISI at a lesser
rate than the fees specified in paragraphs 1(A) and 1(B), respectively, of this
Plan, in either case as agreed upon by the Fund and ISI and as approved in the
manner specified in paragraph 4 of this Plan.
2. As Distributor of the Class A shares of the Portfolio, ISI may spend
such amounts as it deems appropriate on any activities or expenses primarily
intended to result in the sale of the Class A shares of the Portfolio or the
servicing and/or maintenance of Class A shareholder accounts, including, but not
limited to: compensation to employees of ISI; compensation to and expenses,
including overhead and telephone expenses, of ISI and other selected dealers who
engage in or support the distribution of shares or who service shareholder
accounts; the costs of printing and distributing prospectuses, statements of
additional information and reports for other than existing shareholders; and the
costs of preparing, printing and distributing sales literature and advertising
materials.
3. This Plan shall not take effect with respect to the Class A shares of
the Portfolio unless it first has been approved, together with any related
agreements, by votes of a majority of both (a) the Board and (b) those Trustees
of the Fund who are not "interested persons" of the Fund and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related thereto ("Independent Trustees"), cast in person at a meeting or
(meetings) called for the purpose of voting on such approval; and until the
Trustees who approve the Plan's taking effect have reached the conclusion
required by Rule 12b-1(e) under the 1940 Act.
1
<PAGE>
4. If approved as set forth in paragraph 3, this Plan shall continue
thereafter in full force and effect with respect to the Class A shares of the
Portfolio for so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in paragraph 3.
5. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 5, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 5, to the Board in support of the service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean any
activities in connection with ISI's performance of its obligations under this
Plan or the Underwriting Agreement that are not deemed "service activities."
"Service activities" shall mean activities in connection with the provision by
ISI or other entity of personal service and/or the maintenance of shareholder
accounts with respect to the Class A shares of the Portfolio, within the meaning
of the definition of "service fee" for purposes of Section 26(d) of the Rules of
Fair Practice of the National Association of Securities Dealers, Inc. Overhead
and other expenses of ISI related to its "distribution activities" or "service
activities," including telephone and other communications expenses, may be
included in the information regarding amounts expended for such activities.
6. This Plan may be terminated at any time by vote of the Board, by vote of
a majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class A shares of the Portfolio.
7. This Plan may not be amended to increase materially the amount of fees
provided for in paragraph 1 hereof unless such amendment is approved by a vote
of a majority of the outstanding voting securities of the Class A shares of the
Portfolio, and no material amendment to the Plan shall be made unless approved
in the manner provided for approval and annual renewal in paragraph 4 hereof.
8. The amount of the fees payable by the Portfolio to ISI under paragraph 1
hereof and the Underwriting Agreement is not related directly to expenses
incurred by ISI on behalf of the Portfolio in serving as Distributor of the
Class A shares, and paragraph 2 hereof and the Underwriting Agreement do not
obligate the Fund to reimburse ISI for such expenses. The fee set forth in
paragraph 1 hereof will be paid by the Portfolio to ISI unless and until either
the Plan or the Underwriting Agreement is terminated or not renewed with respect
to the Class A shares. If either the Plan or the Underwriting Agreement is
terminated or not renewed with respect to the Class A shares, any distribution
expenses incurred by ISI on behalf of the Class A shares of the Portfolio in
excess of the payments of the fees specified in paragraph 1 hereof and the
Underwriting Agreement which ISI has received or accrued through the termination
date are the sole responsibility and liability of ISI, and are not obligations
of the Fund.
9. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Fund shall be committed to the discretion
of the Trustees who are not interested persons of the Fund.
10. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
2
<PAGE>
11. The Fund shall preserve copies of this Plan (including any amendments
thereto) and any related agreements and all reports made pursuant to paragraph 5
hereof for a period of not less than six years from the date of this Plan, the
first two years in an easily accessible place.
IN WITNESS WHEREOF, the Fund has executed this Plan of Distribution on the
day and year set forth below in Largo, Florida.
Dated as of September 30, 1994.
ATTEST: IDEX II SERIES FUND
/S/ BECKY A. FERRELL /S/ G. JOHN HURLEY
_________________________ By: _______________________________________
Becky A. Ferrell, Secretary G. John Hurley
President and Chief Executive Officer
3
<PAGE>
CLASS B SHARES
IDEX II AGGRESSIVE GROWTH PORTFOLIO
a series of
IDEX II SERIES FUND
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, IDEX II Series Fund (the "Fund") is registered under the
Investment Company Act of 1940, as amended ("1940 Act"), as an open-end
management investment company, and offers for public sale shares of beneficial
interest; and
WHEREAS, the Fund desires to adopt a Plan of Distribution ("Plan") pursuant
to Rule 12b-1 under the 1940 Act applicable to the Class B shares of IDEX II
Aggressive Growth Portfolio (the "Portfolio"), a series of shares of the Fund;
and
WHEREAS, the Fund has entered into an Underwriting Agreement ("Underwriting
Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which ISI serves as
Distributor of the various series and classes of shares of the Fund during the
continuous offering of its shares;
NOW THEREFORE, the Fund hereby adopts this Plan with respect to the Class B
shares of the Portfolio in accordance with Rule 12b-1 under the 1940 Act.
1. (A). The Portfolio is authorized to pay to ISI, as compensation for
ISI's services as Distributor of the Portfolio's Class B shares, a distribution
fee at the rate of up to 0.75% on an annualized basis of the average daily net
assets of the Portfolio's Class B shares. Such fee shall be calculated and
accrued daily and paid monthly or at such other intervals as the Fund and ISI
shall agree.
(B). The Portfolio is authorized to pay to ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class B shares, a service fee at the
rate of up to 0.25% on an annualized basis of the average daily net assets of
the Portfolio's Class B shares. Such fee shall be calculated and accrued daily
and paid monthly or at such other intervals as the Fund and ISI shall agree.
(C). The total fees payable under this Plan by the Portfolio with respect
to its Class B shares shall not exceed the maximum rate of 1.00% on an annual
basis of the average daily net assets of the Portfolio's Class B shares.
(D). The Portfolio may pay a distribution or service fee to ISI at a lesser
rate than the fees specified in paragraphs 1(A) and 1(B), respectively, of this
Plan, in either case as agreed upon by the Fund and ISI and as approved in the
manner specified in paragraph 4 of this Plan.
2. As Distributor of the Class B shares of the Portfolio, ISI may spend
such amounts as it deems appropriate on any activities or expenses primarily
intended to result in the sale of the Class B shares of the Portfolio or the
servicing and/or maintenance of Class B shareholder accounts, including, but not
limited to: compensation to employees of ISI; compensation to and expenses,
including overhead and telephone expenses, of ISI and other selected dealers who
engage in or support the distribution of shares or who service shareholder
accounts; the costs of printing and distributing prospectuses, statements of
additional information and reports for other than existing shareholders; and the
costs of preparing, printing and distributing sales literature and advertising
materials.
3. This Plan shall not take effect unless it first has been approved by a
vote of a majority of the outstanding voting securities of the Class B shares of
the Portfolio.
4. This Plan shall not take effect with respect to the Class B shares of
the Portfolio unless it first has been approved, together with any related
agreements, by votes of a majority of both (a) the Board and (b) those Trustees
of the Fund who are not "interested persons" of the Fund and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related thereto ("Independent Trustees"), cast in person at a meeting or
(meetings) called for the purpose of voting on such approval; and until the
Trustees who approve the Plan's taking effect have reached the conclusion
required by Rule 12b-1(e) under the 1940 Act.
1
<PAGE>
5. If approved as set forth in paragraphs 3 and 4, this Plan shall continue
thereafter in full force and effect with respect to the Class B shares of the
Portfolio for so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in paragraph 4.
6. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 6, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 6, to the Board in support of the service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean any
activities in connection with ISI's performance of its obligations under this
Plan or the Underwriting Agreement that are not deemed "service activities."
"Service activities" shall mean activities in connection with the provision by
ISI or other entity of personal service and/or the maintenance of shareholder
accounts with respect to the Class B shares of the Portfolio, within the meaning
of the definition of "service fee" for purposes of Section 26(d) of the Rules of
Fair Practice of the National Association of Securities Dealers, Inc. Overhead
and other expenses of ISI related to its "distribution activities" or "service
activities," including telephone and other communications expenses, may be
included in the information regarding amounts expended for such activities.
7. This Plan may be terminated at any time by vote of the Board, by vote of
a majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class B shares of the Portfolio.
8. This Plan may not be amended to increase materially the amount of fees
provided for in paragraph 1 hereof unless such amendment is approved by a vote
of a majority of the outstanding voting securities of the Class B shares of the
Portfolio, and no material amendment to the Plan shall be made unless approved
in the manner provided for approval and annual renewal in paragraph 5 hereof.
9. The amount of the fees payable by the Portfolio to ISI under paragraph 1
hereof and the Underwriting Agreement is not related directly to expenses
incurred by ISI on behalf of the Portfolio in serving as Distributor of the
Class B shares, and paragraph 2 hereof and the Underwriting Agreement do not
obligate the Fund to reimburse ISI for such expenses. The fee set forth in
paragraph 1 hereof will be paid by the Portfolio to ISI unless and until either
the Plan or the Underwriting Agreement is terminated or not renewed with respect
to the Class B shares. If either the Plan or the Underwriting Agreement is
terminated or not renewed with respect to the Class B shares, any distribution
expenses incurred by ISI on behalf of the Class B shares of the Portfolio in
excess of the payments of the fees specified in paragraph 1 hereof and the
Underwriting Agreement which ISI has received or accrued through the termination
date are the sole responsibility and liability of ISI, and are not obligations
of the Fund.
10. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Fund shall be committed to the discretion
of the Trustees who are not interested persons of the Fund.
11. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
12. The Fund shall preserve copies of this Plan (including any amendments
thereto) and any related agreements and all reports made pursuant to paragraph 6
hereof for a period of not less than six years from the date of this Plan, the
first two years in an easily accessible place.
IN WITNESS WHEREOF, the Fund has executed this Plan of Distribution on the
day and year set forth below in Largo, Florida.
Dated as of June 1, 1995.
ATTEST: IDEX II SERIES FUND
/S/ BECKY A. FERRELL /S/ G. JOHN HURLEY
_________________________ By: _______________________________
Becky A. Ferrell, Secretary G. John Hurley
President and Chief Executive Officer
2
<PAGE>
CLASS C SHARES
IDEX II AGGRESSIVE GROWTH PORTFOLIO
a series of
IDEX II SERIES FUND
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, IDEX II Series Fund (the "Fund") is registered under the
Investment Company Act of 1940, as amended ("1940 Act"), as an open-end
management investment company, and offers for public sale shares of beneficial
interest; and
WHEREAS, the Fund desires to adopt a Plan of Distribution ("Plan") pursuant
to Rule 12b-1 under the 1940 Act applicable to the Class C shares of IDEX II
Aggressive Growth Portfolio (the "Portfolio"), a series of shares of the Fund;
and
WHEREAS, the Fund has entered into an Underwriting Agreement ("Underwriting
Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which ISI serves as
Distributor of the various series and classes of shares of the Fund during the
continuous offering of its shares;
NOW THEREFORE, the Fund hereby adopts this Plan with respect to the Class C
shares of the Portfolio in accordance with Rule 12b-1 under the 1940 Act.
1. (A). The Portfolio is authorized to pay to ISI, as compensation for
ISI's services as Distributor of the Portfolio's Class C shares, a distribution
fee at the rate of up to 0.75% on an annualized basis of the average daily net
assets of the Portfolio's Class C shares. Such fee shall be calculated and
accrued daily and paid monthly or at such other intervals as the Fund and ISI
shall agree.
(B). The Portfolio is authorized to pay ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class C shares, a service fee at the
rate of up to 0.25% on an annualized basis of the average daily net assets of
the Portfolio's Class C shares. Such fee shall be calculated and accrued daily
and paid monthly or at such other intervals as the Fund and ISI shall agree.
(C). The total fees payable under this Plan by the Portfolio with respect
to its Class C shares shall not exceed the maximum rate of 0.90% on an annual
basis of the average daily net assets of the Portfolio's Class C shares. To the
extent the sum of any service fee paid under Paragraph 1B plus the distribution
fee paid under paragraph 1(A) would otherwise exceed such maximum rate of 0.90%,
the distribution fee paid under paragraph 1(A) shall be reduced pro tanto so
that such maximum rate is not exceeded.
(D). The Portfolio may pay a distribution or service fee to ISI at a lesser
rate than the fees specified in paragraphs 1(A) and 1(B), respectively, of this
Plan, in either case as agreed upon by the Fund and ISI and as approved in the
manner specified in paragraph 4 of this Plan.
2. As Distributor of the Class C shares of the Portfolio, ISI may spend
such amounts as it deems appropriate on any activities or expenses primarily
intended to result in the sale of the Class C shares of the Portfolio or the
servicing and/or maintenance of Class C shareholder accounts, including, but not
limited to: compensation to employees of ISI; compensation to and expenses,
including overhead and telephone expenses, of ISI and other selected dealers who
engage in or support the distribution of shares or who service shareholder
accounts; the costs of printing and distributing prospectuses, statements of
additional information and reports for other than existing shareholders; and the
costs of preparing, printing and distributing sales literature and advertising
materials.
<PAGE>
3. This Plan shall not take effect unless it first has been approved by a
vote of a majority of the outstanding voting securities of the Class C shares of
the Portfolio.
4. This Plan shall not take effect with respect to the Class C shares of
the Portfolio unless it first has been approved, together with any related
agreements, by votes of a majority of both (a) the Board and (b) those Trustees
of the Fund who are not "interested persons" of the Fund and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related thereto ("Independent Trustees"), cast in person at a meeting or
(meetings) called for the purpose of voting on such approval; and until the
Trustees who approve the Plan's taking effect have reached the conclusion
required by Rule 12b-1(e) under the 1940 Act.
5. If approved as set forth in paragraphs 3 and 4, this Plan shall continue
thereafter in full force and effect with respect to the Class C shares of the
Portfolio for so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in paragraph 4.
6. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 6, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 6, to the Board in support of the service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean any
activities in connection with ISI's performance of its obligations under this
Plan or the Underwriting Agreement that are not deemed "service activities."
"Service activities" shall mean activities in connection with the provision by
ISI or other entity of personal service and/or the maintenance of shareholder
accounts with respect to the Class C shares of the Portfolio, within the meaning
of the definition of "service fee" for purposes of Section 26(d) of the Rules of
Fair Practice of the National Association of Securities Dealers, Inc. Overhead
and other expenses of ISI related to its "distribution activities" or "service
activities," including telephone and other communications expenses, may be
included in the information regarding amounts expended for such activities.
7. This Plan may be terminated at any time by vote of the Board, by vote of
a majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class C shares of the Portfolio.
8. This Plan may not be amended to increase materially the amount of fees
provided for in paragraph 1 hereof unless such amendment is approved by a vote
of a majority of the outstanding voting securities of the Class C shares of the
Portfolio, and no material amendment to the Plan shall be made unless approved
in the manner provided for approval and annual renewal in paragraph 5 hereof.
9. The amount of the fees payable by the Portfolio to ISI under paragraph 1
hereof and the Underwriting Agreement is not related directly to expenses
incurred by ISI on behalf of the Portfolio in serving as Distributor of the
Class C shares, and paragraph 2 hereof and the Underwriting Agreement do not
obligate the Fund to reimburse ISI for such expenses. The fee set forth in
paragraph 1 hereof will be paid by the Portfolio to ISI unless and until either
the Plan or the Underwriting Agreement is terminated or not renewed with respect
to the Class C shares. If either the Plan or the Underwriting Agreement is
terminated or not renewed with respect to the Class C shares, any distribution
expenses incurred by ISI on behalf of the Class C shares of the Portfolio in
excess of the payments of the fees specified in paragraph 1 hereof and the
Underwriting Agreement which ISI has received or accrued through the termination
date are the sole responsibility and liability of ISI, and are not obligations
of the Fund.
- 2 -
<PAGE>
10. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Fund shall be committed to the discretion
of the Trustees who are not interested persons of the Fund.
11. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
12. The Fund shall preserve copies of this Plan (including any amendments
thereto) and any related agreements and all reports made pursuant to paragraph 6
hereof for a period of not less than six years from the date of this Plan, the
first two years in an easily accessible place.
IN WITNESS WHEREOF, the Fund has executed this Plan of Distribution on the
day and year set forth below in Largo, Florida.
Dated as of September 30, 1994.
ATTEST: IDEX II SERIES FUND
/S/ BECKY A. FERRELL /S/ G. JOHN HURLEY
_________________________ By: _______________________
Becky A. Ferrell, Secretary G. John Hurley
President and Chief Executive Officer
- 3 -
<PAGE>
CLASS A SHARES
IDEX INTERNATIONAL EQUITY PORTFOLIO
a series of
IDEX SERIES FUND
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, IDEX Series Fund (the "Fund") is registered under the Investment
Company Act of 1940, as amended ("1940 Act"), as an open-end management
investment company, and offers for public sale shares of beneficial interest;
WHEREAS, the Fund desires to adopt a Plan of Distribution ("Plan") pursuant
to Rule 12b-1 under the 1940 Act applicable to the Class A shares of IDEX
International Equity Portfolio (the "Portfolio"), a series of shares of the
Fund; and
WHEREAS, the Fund has entered into an Underwriting Agreement ("Underwriting
Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which ISI serves as
Distributor of the various series and classes of shares of the Fund during the
continuous offering of its shares.
NOW THEREFORE, the Fund hereby adopts this Plan with respect to the Class A
shares of the Portfolio in accordance with Rule 12b-1 under the 1940 Act.
1. (A). The Portfolio is authorized to pay to ISI, as compensation for
ISI's services as Distributor of the Portfolio's Class A shares, a distribution
fee at the rate of up to 0.35% on an annualized basis of the average daily net
assets of the Portfolio's Class A shares. Such fee shall be calculated and
accrued daily and paid monthly or at such other intervals as the Fund and ISI
shall agree.
(B). The Portfolio is authorized to pay to ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class A shares, a service fee at the
rate of up to 0.25% on an annualized basis of the average daily net assets of
the Portfolio's Class A shares. Such fee shall be calculated and accrued daily
and paid monthly or at such other intervals as the Fund and ISI shall agree.
(C). To the extent that the Portfolio pays a service fee pursuant to
paragraph 1(B) of this Plan, the amount available to be paid pursuant to
paragraph 1(A) of this Plan shall be reduced pro tanto, so that the total fees
payable under this Plan by the Portfolio with respect to its Class A shares
shall not exceed the rate of 0.35% on an annual basis of the average daily net
assets of the Portfolio's Class A shares.
(D). The Portfolio may pay a distribution or service fee to ISI at a lesser
rate than the fees specified in paragraphs 1(A) and 1(B), respectively, of this
Plan, in either case as agreed upon by the Fund and ISI and as approved in the
manner specified in paragraph 4 of this Plan.
2. As Distributor of the Class A shares of the Portfolio, ISI may spend
such amounts as it deems appropriate on any activities or expenses primarily
intended to result in the sale of the Class A shares of the Portfolio or the
servicing and/or maintenance of Class A shareholder accounts, including, but not
limited to: compensation to employees of ISI; compensation to and expenses,
including overhead and telephone expenses, of ISI and other selected dealers who
engage in or support the distribution of shares or who service shareholder
accounts; the costs of printing and distributing prospectuses, statements of
additional information and reports for other than existing shareholders; and the
costs of preparing, printing and distributing sales literature and advertising
materials.
3. This Plan shall not take effect with respect to the Class A shares of
the Portfolio unless it first has been approved, together with any related
agreements, by votes of a majority of both (a) the Board and (b) those Trustees
of the Fund who are not "interested persons" of the Fund and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related thereto ("Independent Trustees"), cast in person at a meeting or
(meetings) called for the purpose of voting on such approval; and until the
Trustees who approve the Plan's taking effect have reached the conclusion
required by Rule 12b-1(e) under the 1940 Act.
-1-
<PAGE>
4. If approved as set forth in paragraph 3, this Plan shall continue
thereafter in full force and effect with respect to the Class A shares of the
Portfolio for so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in paragraph 3.
5. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 5, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 5, to the Board in support of the service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean any
activities in connection with ISI's performance of its obligations under this
Plan or the Underwriting Agreement that are not deemed "service activities."
"Service activities" shall mean activities in connection with the provision by
ISI or other entity of personal service and/or the maintenance of shareholder
accounts with respect to the Class A shares of the Portfolio, within the meaning
of the definition of "service fee" for purposes of Section 2830(b) (formerly
Section 26(d)) of the Rules of Fair Practice of the National Association of
Securities Dealers, Inc. Overhead and other expenses of ISI related to its
"distribution activities" or "service activities," including telephone and other
communications expenses, may be included in the information regarding amounts
expended for such activities.
6. This Plan may be terminated at any time by vote of the Board, by vote of
a majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class A shares of the Portfolio.
7. This Plan may not be amended to increase materially the amount of fees
provided for in paragraph 1 hereof unless such amendment is approved by a vote
of a majority of the outstanding voting securities of the Class A shares of the
Portfolio, and no material amendment to the Plan shall be made unless approved
in the manner provided for approval and annual renewal in paragraph 4 hereof.
8. The amount of the fees payable by the Portfolio to ISI under paragraph 1
hereof and the Underwriting Agreement is not related directly to expenses
incurred by ISI on behalf of the Portfolio in serving as Distributor of the
Class A shares, and paragraph 2 hereof and the Underwriting Agreement do not
obligate the Fund to reimburse ISI for such expenses. The fees set forth in
paragraph 1 hereof will be paid by the Portfolio to ISI unless and until either
the Plan or the Underwriting Agreement is terminated or not renewed with respect
to the Class A shares. If either the Plan or the Underwriting Agreement is
terminated or not renewed with respect to the Class A shares, any distribution
expenses incurred by ISI on behalf of the Class A shares of the Portfolio in
excess of the payments of the fees specified in paragraph 1 hereof and the
Underwriting Agreement which ISI has received or accrued through the termination
date are the sole responsibility and liability of ISI, and are not obligations
of the Fund.
9. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Fund shall be committed to the discretion
of the Trustees who are not interested persons of the Fund.
10. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
11. The Fund shall preserve copies of this Plan (including any amendments
thereto) and any related agreements and all reports made pursuant to paragraph 5
hereof for a period of not less than six years from the date of this Plan, the
first two years in an easily accessible place.
IN WITNESS WHEREOF, the Fund has executed this Plan of Distribution on the
day and year set forth below in Largo, Florida.
Dated as of October 30, 1996.
ATTEST: IDEX SERIES FUND
/s/ Becky A. Ferrell /s/ G. John Hurley
__________________________ By: __________________________
Becky A. Ferrell, Secretary G. John Hurley, President and
Chief Executive Officer
-2-
CLASS B SHARES
IDEX INTERNATIONAL EQUITY PORTFOLIO
a series of
IDEX SERIES FUND
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, IDEX Series Fund (the "Fund") is registered under the Investment
Company Act of 1940, as amended ("1940 Act"), as an open-end management
investment company, and offers for public sale shares of beneficial interest;
WHEREAS, the Fund desires to adopt a Plan of Distribution ("Plan") pursuant
to Rule 12b-1 under the 1940 Act applicable to the Class B shares of IDEX
International Equity Portfolio (the "Portfolio"), a series of shares of the
Fund; and
WHEREAS, the Fund has entered into an Underwriting Agreement ("Underwriting
Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which ISI serves as
Distributor of the various series and classes of shares of the Fund during the
continuous offering of its shares.
NOW THEREFORE, the Fund hereby adopts this Plan with respect to the Class B
shares of the Portfolio in accordance with Rule 12b-1 under the 1940 Act.
1. (A). The Portfolio is authorized to pay to ISI, as compensation for
ISI's services as Distributor of the Portfolio's Class B shares, a distribution
fee at the rate of up to 0.75% on an annualized basis of the average daily net
assets of the Portfolio's Class B shares. Such fee shall be calculated and
accrued daily and paid monthly or at such other intervals as the Fund and ISI
shall agree.
(B). The Portfolio is authorized to pay to ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class B shares, a service fee at the
rate of up to 0.25% on an annualized basis of the average daily net assets of
the Portfolio's Class B shares. Such fee shall be calculated and accrued daily
and paid monthly or at such other intervals as the Fund and ISI shall agree.
(C). The total fees payable under this Plan by the Portfolio with respect
to its Class B shares shall not exceed the maximum rate of 1.00% on an annual
basis of the average daily net assets of the Portfolio's Class B shares.
(D). The Portfolio may pay a distribution or service fee to ISI at a lesser
rate than the fees specified in paragraphs 1(A) and 1(B), respectively, of this
Plan, in either case as agreed upon by the Fund and ISI and as approved in the
manner specified in paragraph 4 of this Plan.
2. As Distributor of the Class B shares of the Portfolio, ISI may spend
such amounts as it deems appropriate on any activities or expenses primarily
intended to result in the sale of the Class B shares of the Portfolio or the
servicing and/or maintenance of Class B shareholder accounts, including, but not
limited to: compensation to employees of ISI; compensation to and expenses,
including overhead and telephone expenses, of ISI and other selected dealers who
engage in or support the distribution of shares or who service shareholder
accounts; the costs of printing and distributing prospectuses, statements of
additional information and reports for other than existing shareholders; and the
costs of preparing, printing and distributing sales literature and advertising
materials.
3. This Plan shall not take effect unless it first has been approved by a
vote of a majority of the outstanding voting securities of the Class B shares of
the Portfolio.
4. This Plan shall not take effect with respect to the Class B shares of
the Portfolio unless it first has been approved, together with any related
agreements, by votes of a majority of both (a) the Board and (b) those Trustees
of the Fund who are not "interested persons" of the Fund and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related thereto ("Independent Trustees"), cast in person at a meeting or
(meetings) called for the purpose of voting on such approval; and until the
Trustees who approve the Plan's taking effect have reached the conclusion
required by Rule 12b-1(e) under the 1940 Act.
-1-
<PAGE>
5. If approved as set forth in paragraphs 3 and 4, this Plan shall continue
thereafter in full force and effect with respect to the Class B shares of the
Portfolio for so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in paragraph 4.
6. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 6, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 6, to the Board in support of the service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean any
activities in connection with ISI's performance of its obligations under this
Plan or the Underwriting Agreement that are not deemed "service activities."
"Service activities" shall mean activities in connection with the provision by
ISI or other entity of personal service and/or the maintenance of shareholder
accounts with respect to the Class B shares of the Portfolio, within the meaning
of the definition of "service fee" for purposes of Section 2830(b) (formerly
Section 26(d)) of the Rules of Fair Practice of the National Association of
Securities Dealers, Inc. Overhead and other expenses of ISI related to its
"distribution activities" or "service activities," including telephone and other
communications expenses, may be included in the information regarding amounts
expended for such activities.
7. This Plan may be terminated at any time by vote of the Board, by vote of
a majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class B shares of the Portfolio.
8. This Plan may not be amended to increase materially the amount of fees
provided for in paragraph 1 hereof unless such amendment is approved by a vote
of a majority of the outstanding voting securities of the Class B shares of the
Portfolio, and no material amendment to the Plan shall be made unless approved
in the manner provided for approval and annual renewal in paragraph 5 hereof.
9. The amount of the fees payable by the Portfolio to ISI under paragraph 1
hereof and the Underwriting Agreement is not related directly to expenses
incurred by ISI on behalf of the Portfolio in serving as Distributor of the
Class B shares, and paragraph 2 hereof and the Underwriting Agreement do not
obligate the Fund to reimburse ISI for such expenses. The fees set forth in
paragraph 1 hereof will be paid by the Portfolio to ISI unless and until either
the Plan or the Underwriting Agreement is terminated or not renewed with respect
to the Class B shares. If either the Plan or the Underwriting Agreement is
terminated or not renewed with respect to the Class B shares, any distribution
expenses incurred by ISI on behalf of the Class B shares of the Portfolio in
excess of the payments of the fees specified in paragraph 1 hereof and the
Underwriting Agreement which ISI has received or accrued through the termination
date are the sole responsibility and liability of ISI, and are not obligations
of the Fund.
10. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Fund shall be committed to the discretion
of the Trustees who are not interested persons of the Fund.
11. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
12. The Fund shall preserve copies of this Plan (including any amendments
thereto) and any related agreements and all reports made pursuant to paragraph 6
hereof for a period of not less than six years from the date of this Plan, the
first two years in an easily accessible place.
IN WITNESS WHEREOF, the Fund has executed this Plan of Distribution on the
day and year set forth below in Largo, Florida.
Dated as of October 30, 1996
ATTEST: IDEX SERIES FUND
/s/ Becky A. Ferrell /s/ G. John Hurley
__________________________ By: __________________________
Becky A. Ferrell, Secretary G. John Hurley
President and Chief Executive Officer
-2-
<PAGE>
CLASS C SHARES
IDEX INTERNATIONAL EQUITY PORTFOLIO
a series of
IDEX SERIES FUND
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, IDEX Series Fund (the "Fund") is registered under the Investment
Company Act of 1940, as amended ("1940 Act"), as an open-end management
investment company, and offers for public sale shares of beneficial interest;
WHEREAS, the Fund desires to adopt a Plan of Distribution ("Plan") pursuant to
Rule 12b-1 under the 1940 Act applicable to the Class C shares of IDEX
International Equity Portfolio (the "Portfolio"), a series of shares of the
Fund; and
WHEREAS, the Fund has entered into an Underwriting Agreement ("Underwriting
Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which ISI serves as
Distributor of the various series and classes of shares of the Fund during the
continuous offering of its shares.
NOW THEREFORE, the Fund hereby adopts this Plan with respect to the Class C
shares of the Portfolio in accordance with Rule 12b-1 under the 1940 Act.
1. (A). The Portfolio is authorized to pay to ISI, as compensation for
ISI's services as Distributor of the Portfolio's Class C shares, a distribution
fee at the rate of up to 0.75% on an annualized basis of the average daily net
assets of the Portfolio's Class C shares. Such fee shall be calculated and
accrued daily and paid monthly or at such other intervals as the Fund and ISI
shall agree.
(B). The Portfolio is authorized to pay ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class C shares, a service fee at the
rate of up to 0.25% on an annualized basis of the average daily net assets of
the Portfolio's Class C shares. Such fee shall be calculated and accrued daily
and paid monthly or at such other intervals as the Fund and ISI shall agree.
(C). The total fees payable under this Plan by the Portfolio with respect
to its Class C shares shall not exceed the maximum rate of 0.90% on an annual
basis of the average daily net assets of the Portfolio's Class C shares. To the
extent the sum of any service fee paid under Paragraph 1(B) plus the
distribution fee paid under paragraph 1(A) would otherwise exceed such maximum
rate of 0.90%, the distribution fee paid under paragraph 1(A) shall be reduced
pro tanto so that such maximum rate is not exceeded.
(D). The Portfolio may pay a distribution or service fee to ISI at a lesser
rate than the fees specified in paragraphs 1(A) and 1(B), respectively, of this
Plan, in either case as agreed upon by the Fund and ISI and as approved in the
manner specified in paragraph 4 of this Plan.
2. As Distributor of the Class C shares of the Portfolio, ISI may spend
such amounts as it deems appropriate on any activities or expenses primarily
intended to result in the sale of the Class C shares of the Portfolio or the
servicing and/or maintenance of Class C shareholder accounts, including, but not
limited to: compensation to employees of ISI; compensation to and expenses,
including overhead and telephone expenses, of ISI and other selected dealers who
engage in or support the distribution of shares or who service shareholder
accounts; the costs of printing and distributing prospectuses, statements of
additional information and reports for other than existing shareholders; and the
costs of preparing, printing and distributing sales literature and advertising
materials.
3. This Plan shall not take effect unless it first has been approved by a
vote of a majority of the outstanding voting securities of the Class C shares of
the Portfolio.
-1-
<PAGE>
4. This Plan shall not take effect with respect to the Class C shares of
the Portfolio unless it first has been approved, together with any related
agreements, by votes of a majority of both (a) the Board and (b) those Trustees
of the Fund who are not "interested persons" of the Fund and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related thereto ("Independent Trustees"), cast in person at a meeting or
(meetings) called for the purpose of voting on such approval; and until the
Trustees who approve the Plan's taking effect have reached the conclusion
required by Rule 12b-1(e) under the 1940 Act.
5. If approved as set forth in paragraphs 3 and 4, this Plan shall continue
thereafter in full force and effect with respect to the Class C shares of the
Portfolio for so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in paragraph 4.
6. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 6, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 6, to the Board in support of the service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean any
activities in connection with ISI's performance of its obligations under this
Plan or the Underwriting Agreement that are not deemed "service activities."
"Service activities" shall mean activities in connection with the provision by
ISI or other entity of personal service and/or the maintenance of shareholder
accounts with respect to the Class C shares of the Portfolio, within the meaning
of the definition of "service fee" for purposes of Section 2830(b) (formerly
Section 26(d)) of the Rules of Fair Practice of the National Association of
Securities Dealers, Inc. Overhead and other expenses of ISI related to its
"distribution activities" or "service activities," including telephone and other
communications expenses, may be included in the information regarding amounts
expended for such activities.
7. This Plan may be terminated at any time by vote of the Board, by vote of
a majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class C shares of the Portfolio.
8. This Plan may not be amended to increase materially the amount of fees
provided for in paragraph 1 hereof unless such amendment is approved by a vote
of a majority of the outstanding voting securities of the Class C shares of the
Portfolio, and no material amendment to the Plan shall be made unless approved
in the manner provided for approval and annual renewal in paragraph 5 hereof.
9. The amount of the fees payable by the Portfolio to ISI under paragraph 1
hereof and the Underwriting Agreement is not related directly to expenses
incurred by ISI on behalf of the Portfolio in serving as Distributor of the
Class C shares, and paragraph 2 hereof and the Underwriting Agreement do not
obligate the Fund to reimburse ISI for such expenses. The fees set forth in
paragraph 1 hereof will be paid by the Portfolio to ISI unless and until either
the Plan or the Underwriting Agreement is terminated or not renewed with respect
to the Class C shares. If either the Plan or the Underwriting Agreement is
terminated or not renewed with respect to the Class C shares, any distribution
expenses incurred by ISI on behalf of the Class C shares of the Portfolio in
excess of the payments of the fees specified in paragraph 1 hereof and the
Underwriting Agreement which ISI has received or accrued through the termination
date are the sole responsibility and liability of ISI, and are not obligations
of the Fund.
10. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Fund shall be committed to the discretion
of the Trustees who are not interested persons of the Fund.
11. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
12. The Fund shall preserve copies of this Plan (including any amendments
thereto) and any related agreements and all reports made pursuant to paragraph 6
hereof for a period of not less than six years from the date of this Plan, the
first two years in an easily accessible place.
-2-
<PAGE>
IN WITNESS WHEREOF, the Fund has executed this Plan of Distribution on the
day and year set forth below in Largo, Florida.
Dated as of October 30, 1996
ATTEST: IDEX SERIES FUND
/s/ Becky A. Ferrell /s/ G. John Hurley
__________________________ By: __________________________
Becky A. Ferrell, Secretary G. John Hurley
President and Chief Executive Officer
-3-
<PAGE>
CLASS A SHARES
IDEX II CAPITAL APPRECIATION PORTFOLIO
A SERIES OF
IDEX II SERIES FUND
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, IDEX II Series Fund (the "Fund") is registered under the
Investment Company Act of 1940, as amended ("1940 Act"), as an open-end
management investment company, and offers for public sale shares of beneficial
interest; and
WHEREAS, the Fund desires to adopt a Plan of Distribution ("Plan") pursuant
to Rule 12b-1 under the 1940 Act applicable to the Class A shares of IDEX II
Capital Appreciation Portfolio (the "Portfolio"), a series of shares of the
Fund; and
WHEREAS, the Fund has entered into an Underwriting Agreement ("Underwriting
Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which ISI serves as
Distributor of the various series and classes of shares of the Fund during the
continuous offering of its shares;
NOW THEREFORE, the Fund hereby adopts this Plan with respect to the Class A
shares of the Portfolio in accordance with Rule 12b-1 under the 1940 Act.
1. (A). The Portfolio is authorized to pay to ISI, as compensation for
ISI's services as Distributor of the Portfolio's Class A shares, a distribution
fee at the rate of up to 0.35% on an annualized basis of the average daily net
assets of the Portfolio's Class A shares. Such fee shall be calculated and
accrued daily and paid monthly or at such other intervals as the Fund and ISI
shall agree.
(B). The Portfolio is authorized to pay to ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class A shares, a service fee at the
rate of up to 0.25% on an annualized basis of the average daily net assets of
the Portfolio's Class A shares. Such fee shall be calculated and accrued daily
and paid monthly or at such other intervals as the Fund and ISI shall agree.
(C). To the extent that the Portfolio pays a service fee pursuant to
paragraph 1(B) of this Plan, the amount available to be paid pursuant to
paragraph 1(A) of this Plan shall be reduced pro tanto, so that the total fees
payable under this Plan by the Portfolio with respect to its Class A shares
shall not exceed the rate of 0.35% on an annual basis of the average daily net
assets of the Portfolio's Class A shares.
(D). The Portfolio may pay a distribution or service fee to ISI at a lesser
rate than the fees specified in paragraphs 1(A) and 1(B), respectively, of this
Plan, in either case as agreed upon by the Fund and ISI and as approved in the
manner specified in paragraph 4 of this Plan.
2. As Distributor of the Class A shares of the Portfolio, ISI may spend
such amounts as it deems appropriate on any activities or expenses primarily
intended to result in the sale of the Class A shares of the Portfolio or the
servicing and/or maintenance of Class A shareholder accounts, including, but not
limited to: compensation to employees of ISI; compensation to and expenses,
including overhead and telephone expenses, of ISI and other selected dealers who
engage in or support the distribution of shares or who service shareholder
accounts; the costs of printing and distributing prospectuses, statements of
additional information and reports for other than existing shareholders; and the
costs of preparing, printing and distributing sales literature and advertising
materials.
3. This Plan shall not take effect with respect to the Class A shares of
the Portfolio unless it first has been approved, together with any related
agreements, by votes of a majority of both (a) the Board and (b) those Trustees
of the Fund who are not "interested persons" of the Fund and have no direct or
indirect financial interest in the operation
- 1 -
<PAGE>
of this Plan or any agreements related thereto ("Independent Trustees"), cast in
person at a meeting or (meetings) called for the purpose of voting on such
approval; and until the Trustees who approve the Plan's taking effect have
reached the conclusion required by Rule 12b-1(e) under the 1940 Act.
4. If approved as set forth in paragraph 3, this Plan shall continue
thereafter in full force and effect with respect to the Class A shares of the
Portfolio for so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in paragraph 3.
5. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 5, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 5, to the Board in support of the service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean any
activities in connection with ISI's performance of its obligations under this
Plan or the Underwriting Agreement that are not deemed "service activities."
"Service activities" shall mean activities in connection with the provision by
ISI or other entity of personal service and/or the maintenance of shareholder
accounts with respect to the Class A shares of the Portfolio, within the meaning
of the definition of "service fee" for purposes of Section 26(d) of the Rules of
Fair Practice of the National Association of Securities Dealers, Inc. Overhead
and other expenses of ISI related to its "distribution activities" or "service
activities," including telephone and other communications expenses, may be
included in the information regarding amounts expended for such activities.
6. This Plan may be terminated at any time by vote of the Board, by vote of
a majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class A shares of the Portfolio.
7. This Plan may not be amended to increase materially the amount of fees
provided for in paragraph 1 hereof unless such amendment is approved by a vote
of a majority of the outstanding voting securities of the Class A shares of the
Portfolio, and no material amendment to the Plan shall be made unless approved
in the manner provided for approval and annual renewal in paragraph 4 hereof.
8. The amount of the fees payable by the Portfolio to ISI under paragraph 1
hereof and the Underwriting Agreement is not related directly to expenses
incurred by ISI on behalf of the Portfolio in serving as Distributor of the
Class A shares, and paragraph 2 hereof and the Underwriting Agreement do not
obligate the Fund to reimburse ISI for such expenses. The fee set forth in
paragraph 1 hereof will be paid by the Portfolio to ISI unless and until either
the Plan or the Underwriting Agreement is terminated or not renewed with respect
to the Class A shares. If either the Plan or the Underwriting Agreement is
terminated or not renewed with respect to the Class A shares, any distribution
expenses incurred by ISI on behalf of the Class A shares of the Portfolio in
excess of the payments of the fees specified in paragraph 1 hereof and the
Underwriting Agreement which ISI has received or accrued through the termination
date are the sole responsibility and liability of ISI, and are not obligations
of the Fund.
9. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Fund shall be committed to the discretion
of the Trustees who are not interested persons of the Fund.
10. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
11. The Fund shall preserve copies of this Plan (including any amendments
thereto) and any related agreements and all reports made pursuant to paragraph 5
hereof for a period of not less than six years from the date of this Plan, the
first two years in an easily accessible place.
- 2 -
<PAGE>
IN WITNESS WHEREOF, the Fund has executed this Plan of Distribution on the
day and year set forth below in Largo, Florida.
Dated as of September 30, 1994.
ATTEST: IDEX II SERIES FUND
/S/ BECKY A. FERRELL /S/ G. JOHN HURLEY
_________________________ By: _______________________
Becky A. Ferrell, Secretary G. John Hurley
President and Chief Executive Officer
- 3 -
<PAGE>
CLASS B SHARES
IDEX II CAPITAL APPRECIATION PORTFOLIO
A SERIES OF
IDEX II SERIES FUND
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, IDEX II Series Fund (the "Fund") is registered under the
Investment Company Act of 1940, as amended ("1940 Act"), as an open-end
management investment company, and offers for public sale shares of beneficial
interest; and
WHEREAS, the Fund desires to adopt a Plan of Distribution ("Plan") pursuant
to Rule 12b-1 under the 1940 Act applicable to the Class B shares of IDEX II
Capital Appreciation Portfolio (the "Portfolio"), a series of shares of the
Fund; and
WHEREAS, the Fund has entered into an Underwriting Agreement ("Underwriting
Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which ISI serves as
Distributor of the various series and classes of shares of the Fund during the
continuous offering of its shares;
NOW THEREFORE, the Fund hereby adopts this Plan with respect to the Class B
shares of the Portfolio in accordance with Rule 12b-1 under the 1940 Act.
1. (A). The Portfolio is authorized to pay to ISI, as compensation for
ISI's services as Distributor of the Portfolio's Class B shares, a distribution
fee at the rate of up to 0.75% on an annualized basis of the average daily net
assets of the Portfolio's Class B shares. Such fee shall be calculated and
accrued daily and paid monthly or at such other intervals as the Fund and ISI
shall agree.
(B). The Portfolio is authorized to pay to ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class B shares, a service fee at the
rate of up to 0.25% on an annualized basis of the average daily net assets of
the Portfolio's Class B shares. Such fee shall be calculated and accrued daily
and paid monthly or at such other intervals as the Fund and ISI shall agree.
(C). The total fees payable under this Plan by the Portfolio with respect
to its Class B shares shall not exceed the maximum rate of 1.00% on an annual
basis of the average daily net assets of the Portfolio's Class B shares.
(D). The Portfolio may pay a distribution or service fee to ISI at a lesser
rate than the fees specified in paragraphs 1(A) and 1(B), respectively, of this
Plan, in either case as agreed upon by the Fund and ISI and as approved in the
manner specified in paragraph 4 of this Plan.
2. As Distributor of the Class B shares of the Portfolio, ISI may spend
such amounts as it deems appropriate on any activities or expenses primarily
intended to result in the sale of the Class B shares of the Portfolio or the
servicing and/or maintenance of Class B shareholder accounts, including, but not
limited to: compensation to employees of ISI; compensation to and expenses,
including overhead and telephone expenses, of ISI and other selected dealers who
engage in or support the distribution of shares or who service shareholder
accounts; the costs of printing and distributing prospectuses, statements of
additional information and reports for other than existing shareholders; and the
costs of preparing, printing and distributing sales literature and advertising
materials.
3. This Plan shall not take effect unless it first has been approved by a
vote of a majority of the outstanding voting securities of the Class B shares of
the Portfolio.
4. This Plan shall not take effect with respect to the Class B shares of
the Portfolio unless it first has been approved, together with any related
agreements, by votes of a majority of both (a) the Board and (b) those Trustees
of the Fund who are not "interested persons" of the Fund and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related thereto ("Independent Trustees"), cast in person at a meeting or
(meetings) called for the purpose of voting on such approval; and until the
Trustees who approve the Plan's taking effect have reached the conclusion
required by Rule 12b-1(e) under the 1940 Act.
1
<PAGE>
5. If approved as set forth in paragraphs 3 and 4, this Plan shall continue
thereafter in full force and effect with respect to the Class B shares of the
Portfolio for so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in paragraph 4.
6. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 6, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 6, to the Board in support of the service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean any
activities in connection with ISI's performance of its obligations under this
Plan or the Underwriting Agreement that are not deemed "service activities."
"Service activities" shall mean activities in connection with the provision by
ISI or other entity of personal service and/or the maintenance of shareholder
accounts with respect to the Class B shares of the Portfolio, within the meaning
of the definition of "service fee" for purposes of Section 26(d) of the Rules of
Fair Practice of the National Association of Securities Dealers, Inc. Overhead
and other expenses of ISI related to its "distribution activities" or "service
activities," including telephone and other communications expenses, may be
included in the information regarding amounts expended for such activities.
7. This Plan may be terminated at any time by vote of the Board, by vote of
a majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class B shares of the Portfolio.
8. This Plan may not be amended to increase materially the amount of fees
provided for in paragraph 1 hereof unless such amendment is approved by a vote
of a majority of the outstanding voting securities of the Class B shares of the
Portfolio, and no material amendment to the Plan shall be made unless approved
in the manner provided for approval and annual renewal in paragraph 5 hereof.
9. The amount of the fees payable by the Portfolio to ISI under paragraph 1
hereof and the Underwriting Agreement is not related directly to expenses
incurred by ISI on behalf of the Portfolio in serving as Distributor of the
Class B shares, and paragraph 2 hereof and the Underwriting Agreement do not
obligate the Fund to reimburse ISI for such expenses. The fee set forth in
paragraph 1 hereof will be paid by the Portfolio to ISI unless and until either
the Plan or the Underwriting Agreement is terminated or not renewed with respect
to the Class B shares. If either the Plan or the Underwriting Agreement is
terminated or not renewed with respect to the Class B shares, any distribution
expenses incurred by ISI on behalf of the Class B shares of the Portfolio in
excess of the payments of the fees specified in paragraph 1 hereof and the
Underwriting Agreement which ISI has received or accrued through the termination
date are the sole responsibility and liability of ISI, and are not obligations
of the Fund.
10. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Fund shall be committed to the discretion
of the Trustees who are not interested persons of the Fund.
11. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
12. The Fund shall preserve copies of this Plan (including any amendments
thereto) and any related agreements and all reports made pursuant to paragraph 6
hereof for a period of not less than six years from the date of this Plan, the
first two years in an easily accessible place.
2
<PAGE>
IN WITNESS WHEREOF, the Fund has executed this Plan of Distribution on the
day and year set forth below in Largo, Florida.
Dated as of June 1, 1995.
ATTEST: IDEX II SERIES FUND
/S/ BECKY A. FERRELL /S/ G. JOHN HURLEY
_________________________ By: ________________________________________
Becky A. Ferrell, Secretary G. John Hurley
President and Chief Executive Officer
3
<PAGE>
CLASS C SHARES
IDEX II CAPITAL APPRECIATION PORTFOLIO
A SERIES OF
IDEX II SERIES FUND
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, IDEX II Series Fund (the "Fund") is registered under the
Investment Company Act of 1940, as amended ("1940 Act"), as an open-end
management investment company, and offers for public sale shares of beneficial
interest; and
WHEREAS, the Fund desires to adopt a Plan of Distribution ("Plan") pursuant
to Rule 12b-1 under the 1940 Act applicable to the Class C shares of IDEX II
Capital Appreciation Portfolio (the "Portfolio"), a series of shares of the
Fund; and
WHEREAS, the Fund has entered into an Underwriting Agreement ("Underwriting
Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which ISI serves as
Distributor of the various series and classes of shares of the Fund during the
continuous offering of its shares;
NOW THEREFORE, the Fund hereby adopts this Plan with respect to the Class C
shares of the Portfolio in accordance with Rule 12b-1 under the 1940 Act.
1. (A). The Portfolio is authorized to pay to ISI, as compensation for
ISI's services as Distributor of the Portfolio's Class C shares, a distribution
fee at the rate of up to 0.75% on an annualized basis of the average daily net
assets of the Portfolio's Class C shares. Such fee shall be calculated and
accrued daily and paid monthly or at such other intervals as the Fund and ISI
shall agree.
(B). The Portfolio is authorized to pay ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class C shares, a service fee at the
rate of up to 0.25% on an annualized basis of the average daily net assets of
the Portfolio's Class C shares. Such fee shall be calculated and accrued daily
and paid monthly or at such other intervals as the Fund and ISI shall agree.
(C). The total fees payable under this Plan by the Portfolio with respect
to its Class C shares shall not exceed the maximum rate of 0.90% on an annual
basis of the average daily net assets of the Portfolio's Class C shares. To the
extent the sum of any service fee paid under Paragraph 1B plus the distribution
fee paid under paragraph 1(A) would otherwise exceed such maximum rate of 0.90%,
the distribution fee paid under paragraph 1(A) shall be reduced pro tanto so
that such maximum rate is not exceeded.
(D). The Portfolio may pay a distribution or service fee to ISI at a lesser
rate than the fees specified in paragraphs 1(A) and 1(B), respectively, of this
Plan, in either case as agreed upon by the Fund and ISI and as approved in the
manner specified in paragraph 4 of this Plan.
2. As Distributor of the Class C shares of the Portfolio, ISI may spend
such amounts as it deems appropriate on any activities or expenses primarily
intended to result in the sale of the Class C shares of the Portfolio or the
servicing and/or maintenance of Class C shareholder accounts, including, but not
limited to: compensation to employees of ISI; compensation to and expenses,
including overhead and telephone expenses, of ISI and other selected dealers who
engage in or support the distribution of shares or who service shareholder
accounts; the costs of printing and distributing prospectuses, statements of
additional information and reports for other than existing shareholders; and the
costs of preparing, printing and distributing sales literature and advertising
materials.
<PAGE>
3. This Plan shall not take effect unless it first has been approved by a
vote of a majority of the outstanding voting securities of the Class C shares of
the Portfolio.
4. This Plan shall not take effect with respect to the Class C shares of
the Portfolio unless it first has been approved, together with any related
agreements, by votes of a majority of both (a) the Board and (b) those Trustees
of the Fund who are not "interested persons" of the Fund and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related thereto ("Independent Trustees"), cast in person at a meeting or
(meetings) called for the purpose of voting on such approval; and until the
Trustees who approve the Plan's taking effect have reached the conclusion
required by Rule 12b-1(e) under the 1940 Act.
5. If approved as set forth in paragraphs 3 and 4, this Plan shall continue
thereafter in full force and effect with respect to the Class C shares of the
Portfolio for so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in paragraph 4.
6. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 6, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 6, to the Board in support of the service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean any
activities in connection with ISI's performance of its obligations under this
Plan or the Underwriting Agreement that are not deemed "service activities."
"Service activities" shall mean activities in connection with the provision by
ISI or other entity of personal service and/or the maintenance of shareholder
accounts with respect to the Class C shares of the Portfolio, within the meaning
of the definition of "service fee" for purposes of Section 26(d) of the Rules of
Fair Practice of the National Association of Securities Dealers, Inc. Overhead
and other expenses of ISI related to its "distribution activities" or "service
activities," including telephone and other communications expenses, may be
included in the information regarding amounts expended for such activities.
7. This Plan may be terminated at any time by vote of the Board, by vote of
a majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class C shares of the Portfolio.
8. This Plan may not be amended to increase materially the amount of fees
provided for in paragraph 1 hereof unless such amendment is approved by a vote
of a majority of the outstanding voting securities of the Class C shares of the
Portfolio, and no material amendment to the Plan shall be made unless approved
in the manner provided for approval and annual renewal in paragraph 5 hereof.
9. The amount of the fees payable by the Portfolio to ISI under paragraph 1
hereof and the Underwriting Agreement is not related directly to expenses
incurred by ISI on behalf of the Portfolio in serving as Distributor of the
Class C shares, and paragraph 2 hereof and the Underwriting Agreement do not
obligate the Fund to reimburse ISI for such expenses. The fee set forth in
paragraph 1 hereof will be paid by the Portfolio to ISI unless and until either
the Plan or the Underwriting Agreement is terminated or not renewed with respect
to the Class C shares. If either the Plan or the Underwriting Agreement is
terminated or not renewed with respect to the Class C shares, any distribution
expenses incurred by ISI on behalf of the Class C shares of the Portfolio in
excess of the payments of the fees specified in paragraph 1 hereof and the
Underwriting Agreement which ISI has received or accrued through the termination
date are the sole responsibility and liability of ISI, and are not obligations
of the Fund.
- 2 -
<PAGE>
10. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Fund shall be committed to the discretion
of the Trustees who are not interested persons of the Fund.
11. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
12. The Fund shall preserve copies of this Plan (including any amendments
thereto) and any related agreements and all reports made pursuant to paragraph 6
hereof for a period of not less than six years from the date of this Plan, the
first two years in an easily accessible place.
IN WITNESS WHEREOF, the Fund has executed this Plan of Distribution on the
day and year set forth below in Largo, Florida.
Dated as of September 30, 1994.
ATTEST: IDEX II SERIES FUND
/S/ BECKY A. FERRELL G. JOHN HURLEY
_________________________ By: _______________________
Becky A. Ferrell, Secretary G. John Hurley
President and Chief Executive Officer
- 3 -
<PAGE>
CLASS A SHARES
IDEX II GLOBAL PORTFOLIO
A SERIES OF
IDEX II SERIES FUND
PLAN OF DISTRIBUTION PURSUANT TO RULE 12B-1
UNDER THE INVESTMENT COMPANY ACT OF 1940
AS AMENDED AND RESTATED
WHEREAS, IDEX II Series Fund (the "Fund") is registered under the
Investment Company Act of 1940, as amended ("1940 Act"), as an open-end
management investment company, and offers for public sale shares of beneficial
interest; and
WHEREAS, the Fund adopted a Plan of Distribution ("Plan") pursuant to Rule
12b-1 under the 1940 Act applicable to IDEX II Global Portfolio (the
"Portfolio"), a series of shares of the Fund, effective April 22, 1992 ; and
WHEREAS, the Fund has entered into an Underwriting Agreement ("Underwriting
Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which ISI serves as
Distributor of the various series and classes of shares of the Fund during the
continuous offering of its shares;
WHEREAS, effective October 1 , 1993, the shares of the Portfolio
outstanding as of that date have been redesignated as Class A shares of the
Portfolio;
WHEREAS, the Fund desires to restate the Plan to reflect the designation of
Class A shares of the Portfolio and other non-material modifications;
NOW THEREFORE, the Fund hereby adopts this restated Plan with respect to
the Class A shares of the Portfolio, in accordance with Rule 12b-1 under the
1940 Act.
1. A. The Portfolio is authorized to pay to ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class A shares, a distribution fee at
the rate of up to 0.35% on an annualized basis of the average daily net assets
of the Portfolio's Class A shares. Such fee shall be calculated and accrued
daily and paid monthly or at such other intervals as the Fund and ISI shall
agree.
B. The Portfolio is authorized to pay to ISI, as compensation for
ISI's services as Distributor of the Portfolio's Class A shares, a service fee
at the rate of up to 0.25% on an annualized basis of the average daily net
assets of the Portfolio's Class A shares. Such fee shall be calculated and
accrued daily and paid monthly or at such other intervals as the Fund and ISI
shall agree.
1
<PAGE>
C. To the extent that the Portfolio pays a service fee pursuant to
paragraph 1B of this Plan, the amount available to be paid pursuant to paragraph
1A of this Plan shall be reduced pro tanto, so that the total fees payable under
this Plan by the Portfolio with respect to its Class A shares shall not exceed
the rate of 0.35% on an annual basis of the average daily net assets of the
Portfolio's Class A shares.
D. The Portfolio may pay a distribution or service fee to ISI at a
lesser rate than the fees specified in paragraphs 1A and 1B, respectively, of
this Plan, in either case as agreed upon by the Fund and ISI and as approved in
the manner specified in paragraph 4 of this Plan.
2. As Distributor of the Class A shares of the Portfolio, ISI may spend
such amounts as it deems appropriate on any activities or expenses primarily
intended to result in the sale of the Class A shares of the Portfolio or the
servicing and/or maintenance of Class A shareholder accounts, including, but not
limited to: compensation to employees of ISI; compensation to and expenses,
including overhead and telephone expenses, of ISI and other selected dealers who
engage in or support the distribution of shares or who service shareholder
accounts; the costs of printing and distributing prospectuses, statements of
additional information and reports for other than existing shareholders; and the
costs of preparing, printing and distributing sales literature and advertising
materials.
3. This Plan shall not take effect with respect to the Class A shares of
the Portfolio unless it first has been approved, together with any related
agreements, by votes of a majority of both (a) the Board and (b) those Trustees
of the Fund who are not "interested persons" of the Fund and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related thereto ("Independent Trustees"), cast in person at a meeting or
(meetings) called for the purpose of voting on such approval; and until the
Trustees who approve the Plan's taking effect have reached the conclusion
required by Rule 12b-1(e) under the 1940 Act.
4. If approved as set forth in paragraph 3, this Plan shall continue
thereafter in full force and effect with respect to the Class A shares of the
Portfolio for so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in paragraph 3.
5. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 5, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 5, to the Board in support of the service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean any
activities in connection with ISI's performance of its obligations under this
Plan or the Underwriting Agreement
2
<PAGE>
that are not deemed "service activities." "Service activities" shall mean
activities in connection with the provision by ISI or other entity of personal
service and/or the maintenance of shareholder accounts with respect to the Class
A shares of the Portfolio, within the meaning of the definition of "service fee"
for purposes of Section 26(d) of the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. Overhead and other expenses of ISI
related to its "distribution activities" or "service activities," including
telephone and other communications expenses, may be included in the information
regarding amounts expended for such activities.
6. This Plan may be terminated at any time by vote of the Board, by vote of
a majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class A shares of the Portfolio.
7. This Plan may not be amended to increase materially the amount of fees
provided for in paragraph 1 hereof unless such amendment is approved by a vote
of a majority of the outstanding voting securities of the Class A shares of the
Portfolio, and no material amendment to the Plan shall be made unless approved
in the manner provided for approval and annual renewal in paragraph 4 hereof.
8. The amount of the fees payable by the Portfolio to ISI under paragraph 1
hereof and the Underwriting Agreement is not related directly to expenses
incurred by ISI on behalf of the Portfolio in serving as Distributor of the
Class A shares, and paragraph 2 hereof and the Underwriting Agreement do not
obligate the Fund to reimburse ISI for such expenses. The fee set forth in
paragraph 1 hereof will be paid by the Portfolio to ISI unless and until either
the Plan or the Underwriting Agreement is terminated or not renewed with respect
to the Class A shares. If either the Plan or the Underwriting Agreement is
terminated or not renewed with respect to the Class A shares, any distribution
expenses incurred by ISI on behalf of the Class A shares of the Portfolio in
excess of the payments of the fees specified in paragraph 1 hereof and the
Underwriting Agreement which ISI has received or accrued through the termination
date are the sole responsibility and liability of ISI, and are not obligations
of the Fund.
9. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Fund shall be committed to the discretion
of the Trustees who are not interested persons of the Fund.
10. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
11. The Fund shall preserve copies of this Plan (including any amendments
thereto) and any related agreements and all reports made pursuant to paragraph 5
hereof for a period of not less than six years from the date of this Plan, the
first two years in an easily accessible place.
3
<PAGE>
IN WITNESS WHEREOF, the Fund has executed this Plan of Distribution on the
day and year set forth below in Largo, Florida.
Date: October 1 , 1993
ATTEST: IDEX II SERIES FUND
/S/ PAMELA C. DILS /S/ G. JOHN HURLEY
_________________________ By: __________________________
Pamela C. Dils, Secretary G. John Hurley
President and Chief
Executive Officer
4
<PAGE>
CLASS B SHARES
IDEX II GLOBAL PORTFOLIO
A SERIES OF
IDEX II SERIES FUND
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, IDEX II Series Fund (the "Fund") is registered under the
Investment Company Act of 1940, as amended ("1940 Act"), as an open-end
management investment company, and offers for public sale shares of beneficial
interest; and
WHEREAS, the Fund desires to adopt a Plan of Distribution ("Plan") pursuant
to Rule 12b-1 under the 1940 Act applicable to the Class B shares of IDEX II
Global Portfolio (the "Portfolio"), a series of shares of the Fund; and
WHEREAS, the Fund has entered into an Underwriting Agreement ("Underwriting
Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which ISI serves as
Distributor of the various series and classes of shares of the Fund during the
continuous offering of its shares;
NOW THEREFORE, the Fund hereby adopts this Plan with respect to the Class B
shares of the Portfolio in accordance with Rule 12b-1 under the 1940 Act.
1.(A). The Portfolio is authorized to pay to ISI, as compensation for
ISI's services as Distributor of the Portfolio's Class B shares, a distribution
fee at the rate of up to 0.75% on an annualized basis of the average daily net
assets of the Portfolio's Class B shares. Such fee shall be calculated and
accrued daily and paid monthly or at such other intervals as the Fund and ISI
shall agree.
(B). The Portfolio is authorized to pay to ISI, as compensation for
ISI's services as Distributor of the Portfolio's Class B shares, a service fee
at the rate of up to 0.25% on an annualized basis of the average daily net
assets of the Portfolio's Class B shares. Such fee shall be calculated and
accrued daily and paid monthly or at such other intervals as the Fund and ISI
shall agree.
(C). The total fees payable under this Plan by the Portfolio with respect
to its Class B shares shall not exceed the maximum rate of 1.00% on an annual
basis of the average daily net assets of the Portfolio's Class B shares.
(D). The Portfolio may pay a distribution or service fee to ISI at a
lesser rate than the fees specified in paragraphs 1(A) and 1(B), respectively,
of this Plan, in either case as agreed upon by the Fund and ISI and as approved
in the manner specified in paragraph 4 of this Plan.
2. As Distributor of the Class B shares of the Portfolio, ISI may spend
such amounts as it deems appropriate on any activities or expenses primarily
intended to result in the sale of the Class B shares of the Portfolio or the
servicing and/or maintenance of Class B shareholder accounts, including, but not
limited to: compensation to employees of ISI; compensation to and expenses,
including overhead and telephone expenses, of ISI and other selected dealers who
engage in or support the distribution of shares or who service shareholder
accounts; the costs of printing and distributing prospectuses, statements of
additional information and reports for other than existing shareholders; and the
costs of preparing, printing and distributing sales literature and advertising
materials.
3. This Plan shall not take effect unless it first has been approved by a
vote of a majority of the outstanding voting securities of the Class B shares of
the Portfolio.
4. This Plan shall not take effect with respect to the Class B shares of
the Portfolio unless it first has been approved, together with any related
agreements, by votes of a majority of both (a) the Board and (b) those Trustees
of the Fund who are not "interested persons" of the Fund and have no direct or
indirect financial interest in the operation
1
<PAGE>
of this Plan or any agreements related thereto ("Independent Trustees"), cast in
person at a meeting or (meetings) called for the purpose of voting on such
approval; and until the Trustees who approve the Plan's taking effect have
reached the conclusion required by Rule 12b-1(e) under the 1940 Act.
5. If approved as set forth in paragraphs 3 and 4, this Plan shall continue
thereafter in full force and effect with respect to the Class B shares of the
Portfolio for so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in paragraph 4.
6. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 6, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 6, to the Board in support of the service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean any
activities in connection with ISI's performance of its obligations under this
Plan or the Underwriting Agreement that are not deemed "service activities."
"Service activities" shall mean activities in connection with the provision by
ISI or other entity of personal service and/or the maintenance of shareholder
accounts with respect to the Class B shares of the Portfolio, within the meaning
of the definition of "service fee" for purposes of Section 26(d) of the Rules of
Fair Practice of the National Association of Securities Dealers, Inc. Overhead
and other expenses of ISI related to its "distribution activities" or "service
activities," including telephone and other communications expenses, may be
included in the information regarding amounts expended for such activities.
7. This Plan may be terminated at any time by vote of the Board, by vote of
a majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class B shares of the Portfolio.
8. This Plan may not be amended to increase materially the amount of fees
provided for in paragraph 1 hereof unless such amendment is approved by a vote
of a majority of the outstanding voting securities of the Class B shares of the
Portfolio, and no material amendment to the Plan shall be made unless approved
in the manner provided for approval and annual renewal in paragraph 5 hereof.
9. The amount of the fees payable by the Portfolio to ISI under paragraph 1
hereof and the Underwriting Agreement is not related directly to expenses
incurred by ISI on behalf of the Portfolio in serving as Distributor of the
Class B shares, and paragraph 2 hereof and the Underwriting Agreement do not
obligate the Fund to reimburse ISI for such expenses. The fee set forth in
paragraph 1 hereof will be paid by the Portfolio to ISI unless and until either
the Plan or the Underwriting Agreement is terminated or not renewed with respect
to the Class B shares. If either the Plan or the Underwriting Agreement is
terminated or not renewed with respect to the Class B shares, any distribution
expenses incurred by ISI on behalf of the Class B shares of the Portfolio in
excess of the payments of the fees specified in paragraph 1 hereof and the
Underwriting Agreement which ISI has received or accrued through the termination
date are the sole responsibility and liability of ISI, and are not obligations
of the Fund.
10. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Fund shall be committed to the discretion
of the Trustees who are not interested persons of the Fund.
11. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
12. The Fund shall preserve copies of this Plan (including any amendments
thereto) and any related agreements and all reports made pursuant to paragraph 6
hereof for a period of not less than six years from the date of this Plan, the
first two years in an easily accessible place.
2
<PAGE>
IN WITNESS WHEREOF, the Fund has executed this Plan of Distribution on the
day and year set forth below in Largo, Florida.
Dated as of June 1, 1995.
ATTEST: IDEX II SERIES FUND
/S/ BECKY A. FERRELL /S/ G. JOHN HURLEY
_________________________ By: _____________________________
Becky A. Ferrell, Secretary G. John Hurley
President and Chief Executive Officer
3
<PAGE>
CLASS C SHARES
IDEX II GLOBAL PORTFOLIO
A SERIES OF
IDEX II SERIES FUND
PLAN OF DISTRIBUTION PURSUANT TO RULE 12B-1
UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, IDEX II Series Fund (the "Fund") is registered under the
Investment Company Act of 1940, as amended ("1940 Act"), as an open-end
management investment company, and offers for public sale shares of beneficial
interest; and
WHEREAS, the Fund desires to adopt a Plan of Distribution ("Plan") pursuant
to Rule 12b-1 under the 1940 Act applicable to the Class C shares of IDEX II
Global Portfolio (the "Portfolio"), a series of shares of the Fund; and
WHEREAS, the Fund has entered into an Underwriting Agreement ("Underwriting
Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which ISI serves as
Distributor of the various series and classes of shares of the Fund during the
continuous offering of its shares;
NOW THEREFORE, the Fund hereby adopts this Plan with respect to the Class C
shares of the Portfolio in accordance with Rule 12b-1 under the 1940 Act.
1. A. The Portfolio is authorized to pay to ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class C shares, a distribution fee at
the rate of up to 0.75% on an annualized basis of the average daily net assets
of the Portfolio's Class C shares. Such fee shall be calculated and accrued
daily and paid monthly or at such other intervals as the Fund and ISI shall
agree.
B. The Portfolio is authorized to pay ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class C shares, a service fee at the
rate of up to 0.25% on an annualized basis of the average daily net assets of
the Portfolio's Class C shares. Such fee shall be calculated and accrued daily
and paid monthly or at such other intervals as the Fund and ISI shall agree.
C. The total fees payable under this Plan by the Portfolio with respect
to its Class C shares shall not exceed the maximum rate of 0.90% on an annual
basis of the average daily net assets of the Portfolio's Class C shares. To the
extent the sum of any service fee paid under Paragraph 1B plus the distribution
fee paid under paragraph 1A would otherwise exceed such maximum rate of 0.90%,
the distribution fee paid under paragraph 1A shall be reduced pro tanto so that
such maximum rate is not exceeded.
D. The Portfolio may pay a distribution or service fee to ISI at a
lesser rate than the fees specified in paragraphs 1A and 1B, respectively, of
this Plan, in either case as agreed upon by the Fund and ISI and as approved in
the manner specified in paragraph 4 of this Plan.
1
<PAGE>
2. As Distributor of the Class C shares of the Portfolio, ISI may spend
such amounts as it deems appropriate on any activities or expenses primarily
intended to result in the sale of the Class C shares of the Portfolio or the
servicing and/or maintenance of Class C shareholder accounts, including, but not
limited to: compensation to employees of ISI; compensation to and expenses,
including overhead and telephone expenses, of ISI and other selected dealers who
engage in or support the distribution of shares or who service shareholder
accounts; the costs of printing and distributing prospectuses, statements of
additional information and reports for other than existing shareholders; and the
costs of preparing, printing and distributing sales literature and advertising
materials.
3. This Plan shall not take effect unless it first has been approved by a
vote of a majority of the outstanding voting securities of the Class C shares of
the Portfolio.
4. This Plan shall not take effect with respect to the Class C shares of
the Portfolio unless it first has been approved, together with any related
agreements, by votes of a majority of both (a) the Board and (b) those Trustees
of the Fund who are not "interested persons" of the Fund and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related thereto ("Independent Trustees"), cast in person at a meeting or
(meetings) called for the purpose of voting on such approval; and until the
Trustees who approve the Plan's taking effect have reached the conclusion
required by Rule 12b-1(e) under the 1940 Act.
5. If approved as set forth in paragraphs 3 and 4, this Plan shall continue
thereafter in full force and effect with respect to the Class C shares of the
Portfolio for so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in paragraph 4.
6. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 6, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 6, to the Board in support of the service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean any
activities in connection with ISI's performance of its obligations under this
Plan or the Underwriting Agreement that are not deemed "service activities."
"Service activities" shall mean activities in connection with the provision by
ISI or other entity of personal service and/or the maintenance of shareholder
accounts with respect to the Class C shares of the Portfolio, within the meaning
of the definition of "service fee" for purposes of Section 26(d) of the Rules of
Fair Practice of the National Association of Securities Dealers, Inc. Overhead
and other expenses of ISI related to its "distribution activities" or "service
activities," including telephone and other communications expenses, may be
included in the information regarding amounts expended for such activities.
2
<PAGE>
7. This Plan may be terminated at any time by vote of the Board, by vote of
a majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class C shares of the Portfolio.
8. This Plan may not be amended to increase materially the amount of fees
provided for in paragraph 1 hereof unless such amendment is approved by a vote
of a majority of the outstanding voting securities of the Class C shares of the
Portfolio, and no material amendment to the Plan shall be made unless approved
in the manner provided for approval and annual renewal in paragraph 5 hereof.
9. The amount of the fees payable by the Portfolio to ISI under paragraph 1
hereof and the Underwriting Agreement is not related directly to expenses
incurred by ISI on behalf of the Portfolio in serving as Distributor of the
Class C shares, and paragraph 2 hereof and the Underwriting Agreement do not
obligate the Fund to reimburse ISI for such expenses. The fee set forth in
paragraph 1 hereof will be paid by the Portfolio to ISI unless and until either
the Plan or the Underwriting Agreement is terminated or not renewed with respect
to the Class C shares. If either the Plan or the Underwriting Agreement is
terminated or not renewed with respect to the Class C shares, any distribution
expenses incurred by ISI on behalf of the Class C shares of the Portfolio in
excess of the payments of the fees specified in paragraph 1 hereof and the
Underwriting Agreement which ISI has received or accrued through the termination
date are the sole responsibility and liability of ISI, and are not obligations
of the Fund.
10. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Fund shall be committed to the discretion
of the Trustees who are not interested persons of the Fund.
11. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
12. The Fund shall preserve copies of this Plan (including any amendments
thereto) and any related agreements and all reports made pursuant to paragraph 6
hereof for a period of not less than six years from the date of this Plan, the
first two years in an easily accessible place.
IN WITNESS WHEREOF, the Fund has executed this Plan of Distribution on the
day and year set forth below in Largo, Florida.
Date: October 1 , 1993
ATTEST: IDEX II SERIES FUND
/S/ PAMELA C. DILS /S/ G. JOHN HURLEY
______________________ By: _______________________
Pamela C. Dils, Secretary G. John Hurley
President and Chief
Executive Officer
3
<PAGE>
CLASS A SHARES
IDEX II GROWTH PORTFOLIO
a series of
IDEX II SERIES FUND
PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
UNDER THE INVESTMENT COMPANY ACT OF 1940
AS AMENDED AND RESTATED
WHEREAS, IDEX II Series Fund (the "Fund") is registered under the
Investment Company Act of 1940, as amended ("1940 Act"), as an open-end
management investment company, and offers for public sale shares of beneficial
interest; and
WHEREAS, the Fund adopted a Plan of Distribution ("Plan") pursuant to Rule
12b-1 under the 1940 Act applicable to IDEX II Growth Portfolio, effective May
1, 1991; and
WHEREAS, the Fund has entered into an Underwriting Agreement ("Underwriting
Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which ISI serves as
Distributor of the various series and classes of shares of the Fund during the
continuous offering of its shares;
WHEREAS, the Fund's Declaration of Trust was amended under a Restatement of
Declaration of Trust dated August 30, 1991 to change the name of the Fund from
IDEX II to IDEX II Series Fund and to provide for more than one distinct series
of shares of beneficial interest, each series of shares corresponding to a
distinct portfolio and for separate classes of each such series; and
WHEREAS, effective October 1 , 1993, the shares of the Portfolio
outstanding as of that date have been redesignated as Class A shares of the
Portfolio;
WHEREAS, the fees payable pursuant to paragraph 1 of the Plan have been
increased in the manner required by paragraph 8 of the Plan and in accordance
with Rule 12b-1 under the 1940 Act;
WHEREAS, the Fund desires to restate the Plan to reflect the designation of
Class A shares of the Portfolio, the change to the fee and other non-material
modifications;
NOW THEREFORE, the Fund hereby adopts this restated Plan with respect to
IDEX II Growth Portfolio Class A shares, effective as of the date specified
below;
1. A. The Portfolio is authorized to pay to ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class A shares, a distribution fee at
the rate of up to 0.35% on an annualized basis of the average daily net assets
of the Portfolio's Class A shares. Such fee shall be calculated and accrued
daily and paid monthly or at such other intervals as the Fund and ISI shall
agree.
1
<PAGE>
B. The Portfolio is authorized to pay to ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class A shares, a service fee at the
rate of up to 0.25% on an annualized basis of the average daily net assets of
the Portfolio's Class A shares. Such fee shall be calculated and accrued daily
and paid monthly or at such other intervals as the Fund and ISI shall agree.
C. To the extent that the Portfolio pays a service fee pursuant to
paragraph 1B of this Plan, the amount available to be paid pursuant to paragraph
1A of this Plan shall be reduced pro tanto, so that the total fees payable under
this Plan by the Portfolio with respect to its Class A shares shall not exceed
the rate of 0.35% on an annual basis of the average daily net assets of the
Portfolio's Class A shares.
D. The Portfolio may pay a distribution or service fee to ISI at a lesser
rate than the fees specified in paragraphs 1A and 1B, respectively, of this
Plan, in either case as agreed upon by the Fund and ISI and as approved in the
manner specified in paragraph 4 of this Plan.
2. As Distributor of the Class A shares of the Portfolio, ISI may spend
such amounts as it deems appropriate on any activities or expenses primarily
intended to result in the sale of the Class A shares of the Portfolio or the
servicing and maintenance of Class A shareholder accounts, including, but not
limited to: compensation to employees of ISI; compensation to and expenses,
including overhead and telephone expenses, of ISI and other selected dealers who
engage in or support the distribution of shares or who service shareholder
accounts; the costs of printing and distributing prospectuses, statements of
additional information and reports for other than existing shareholders; and the
costs of preparing, printing and distributing sales literature and advertising
materials.
3. This Plan shall not take effect unless it first has been approved by a
vote of a majority of the outstanding voting securities of the Class A shares of
the Portfolio.
4. This Plan shall not take effect with respect to the Class A shares of
the Portfolio unless it first has been approved, together with any related
agreements, by votes of a majority of both (a) the Board and (b) those Trustees
of the Fund who are not "interested persons" of the Fund and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related thereto ("Independent Trustees"), cast in person at a meeting or
(meetings) called for the purpose of voting on such approval; and until the
Trustees who approve the Plan's taking effect have reached the conclusion
required by Rule 12b-1(e) under the 1940 Act.
5. If approved as set forth in paragraphs 3 and 4, this Plan shall continue
thereafter in full force and effect with respect to the Class A shares of the
Portfolio for so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in paragraph 4.
6. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the
2
<PAGE>
purposes for which such expenditures were made. ISI shall submit only
information regarding amounts expended for "distribution activities," as defined
in this paragraph 6, to the Board in support of the distribution fee payable
hereunder and shall submit only information regarding amounts expended for
"service activities," as defined in this paragraph 6, to the Board in support of
the service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean any
activities in connection with ISI's performance of its obligations under this
Plan or the Underwriting Agreement that are not deemed "service activities."
"Service activities" shall mean activities in connection with the provision by
ISI or other entity of personal service and/or the maintenance of shareholder
accounts with respect to the Class A shares of the Portfolio, within the meaning
of the definition of "service fee" for purposes of Section 26(d) of the Rules of
Fair Practice of the National Association of Securities Dealers, Inc. Overhead
and other expenses of ISI related to its "distribution activities" or "service
activities," including telephone and other communications expenses, may be
included in the information regarding amounts expended for such activities.
7. This Plan may be terminated at any time by vote of the Board, by vote of
a majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class A shares of the Portfolio.
8. This Plan may not be amended to increase materially the amount of fees
provided for in paragraph 1 hereof unless such amendment is approved by a vote
of a majority of the outstanding voting securities of the Class A shares of the
Portfolio, and no material amendment to the Plan shall be made unless approved
in the manner provided for approval and annual renewal in paragraph 5 hereof.
9. The amount of the fees payable by the Portfolio to ISI under paragraph 1
hereof and the Underwriting Agreement is not related directly to expenses
incurred by ISI on behalf of the Portfolio in serving as Distributor of the
Class A shares, and paragraph 2 hereof and the Underwriting Agreement do not
obligate the Fund to reimburse ISI for such expenses. The fee set forth in
paragraph 1 hereof will be paid by the Portfolio to ISI unless and until either
the Plan or the Underwriting Agreement is terminated or not renewed with respect
to the Class A shares. If either the Plan or the Underwriting Agreement is
terminated or not renewed with respect to the Class A shares, any distribution
expenses incurred by ISI on behalf of the Class A shares of the Portfolio in
excess of the payments of the fees specified in paragraph 1 hereof and the
Underwriting Agreement which ISI has received or accrued through the termination
date are the sole responsibility and liability of ISI, and are not obligations
of the Fund.
10. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Fund shall be committed to the discretion
of the Trustees who are not interested persons of the Fund.
3
<PAGE>
11. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
12. The Fund shall preserve copies of this Plan (including any amendments
thereto) and any related agreements and all reports made pursuant to paragraph 6
hereof for a period of not less than six years from the date of this Plan, the
first two years in an easily accessible place.
IN WITNESS WHEREOF, the Fund has executed this Plan of Distribution on the
day and year set forth below in Largo, Florida.
Date: October 1 , 1993
ATTEST: IDEX II SERIES FUND
/s/ Pamela C. Dils /s/ G. John Hurley
_________________________ By: _______________________
Pamela C. Dils, Secretary G. John Hurley
President and Chief
Executive Officer
4
<PAGE>
CLASS B SHARES
IDEX II GROWTH PORTFOLIO
a series of
IDEX II SERIES FUND
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, IDEX II Series Fund (the "Fund") is registered under the
Investment Company Act of 1940, as amended ("1940 Act"), as an open-end
management investment company, and offers for public sale shares of beneficial
interest; and
WHEREAS, the Fund desires to adopt a Plan of Distribution ("Plan") pursuant
to Rule 12b-1 under the 1940 Act applicable to the Class B shares of IDEX II
Growth Portfolio (the "Portfolio"), a series of shares of the Fund; and
WHEREAS, the Fund has entered into an Underwriting Agreement ("Underwriting
Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which ISI serves as
Distributor of the various series and classes of shares of the Fund during the
continuous offering of its shares;
NOW THEREFORE, the Fund hereby adopts this Plan with respect to the Class B
shares of the Portfolio in accordance with Rule 12b-1 under the 1940 Act.
1. (A). The Portfolio is authorized to pay to ISI, as compensation for
ISI's services as Distributor of the Portfolio's Class B shares, a distribution
fee at the rate of up to 0.75% on an annualized basis of the average daily net
assets of the Portfolio's Class B shares. Such fee shall be calculated and
accrued daily and paid monthly or at such other intervals as the Fund and ISI
shall agree.
(B). The Portfolio is authorized to pay to ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class B shares, a service fee at the
rate of up to 0.25% on an annualized basis of the average daily net assets of
the Portfolio's Class B shares. Such fee shall be calculated and accrued daily
and paid monthly or at such other intervals as the Fund and ISI shall agree.
(C). The total fees payable under this Plan by the Portfolio with respect
to its Class B shares shall not exceed the maximum rate of 1.00% on an annual
basis of the average daily net assets of the Portfolio's Class B shares.
(D). The Portfolio may pay a distribution or service fee to ISI at a lesser
rate than the fees specified in paragraphs 1(A) and 1(B), respectively, of this
Plan, in either case as agreed upon by the Fund and ISI and as approved in the
manner specified in paragraph 4 of this Plan.
2. As Distributor of the Class B shares of the Portfolio, ISI may spend
such amounts as it deems appropriate on any activities or expenses primarily
intended to result in the sale of the Class
1
<PAGE>
B shares of the Portfolio or the servicing and/or maintenance of Class B
shareholder accounts, including, but not limited to: compensation to employees
of ISI; compensation to and expenses, including overhead and telephone expenses,
of ISI and other selected dealers who engage in or support the distribution of
shares or who service shareholder accounts; the costs of printing and
distributing prospectuses, statements of additional information and reports for
other than existing shareholders; and the costs of preparing, printing and
distributing sales literature and advertising materials.
3. This Plan shall not take effect unless it first has been approved by a
vote of a majority of the outstanding voting securities of the Class B shares of
the Portfolio.
4. This Plan shall not take effect with respect to the Class B shares of
the Portfolio unless it first has been approved, together with any related
agreements, by votes of a majority of both (a) the Board and (b) those Trustees
of the Fund who are not "interested persons" of the Fund and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related thereto ("Independent Trustees"), cast in person at a meeting or
(meetings) called for the purpose of voting on such approval; and until the
Trustees who approve the Plan's taking effect have reached the conclusion
required by Rule 12b-1(e) under the 1940 Act.
5. If approved as set forth in paragraphs 3 and 4, this Plan shall continue
thereafter in full force and effect with respect to the Class B shares of the
Portfolio for so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in paragraph 4.
6. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 6, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 6, to the Board in support of the service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean any
activities in connection with ISI's performance of its obligations under this
Plan or the Underwriting Agreement that are not deemed "service activities."
"Service activities" shall mean activities in connection with the provision by
ISI or other entity of personal service and/or the maintenance of shareholder
accounts with respect to the Class B shares of the Portfolio, within the meaning
of the definition of "service fee" for purposes of Section 26(d) of the Rules of
Fair Practice of the National Association of Securities Dealers, Inc. Overhead
and other expenses of ISI related to its "distribution activities" or "service
activities," including telephone and other communications expenses, may be
included in the information regarding amounts expended for such activities.
7. This Plan may be terminated at any time by vote of the Board, by vote of
a majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class B shares of the Portfolio.
2
<PAGE>
8. This Plan may not be amended to increase materially the amount of fees
provided for in paragraph 1 hereof unless such amendment is approved by a vote
of a majority of the outstanding voting securities of the Class B shares of the
Portfolio, and no material amendment to the Plan shall be made unless approved
in the manner provided for approval and annual renewal in paragraph 5 hereof.
9. The amount of the fees payable by the Portfolio to ISI under paragraph 1
hereof and the Underwriting Agreement is not related directly to expenses
incurred by ISI on behalf of the Portfolio in serving as Distributor of the
Class B shares, and paragraph 2 hereof and the Underwriting Agreement do not
obligate the Fund to reimburse ISI for such expenses. The fee set forth in
paragraph 1 hereof will be paid by the Portfolio to ISI unless and until either
the Plan or the Underwriting Agreement is terminated or not renewed with respect
to the Class B shares. If either the Plan or the Underwriting Agreement is
terminated or not renewed with respect to the Class B shares, any distribution
expenses incurred by ISI on behalf of the Class B shares of the Portfolio in
excess of the payments of the fees specified in paragraph 1 hereof and the
Underwriting Agreement which ISI has received or accrued through the termination
date are the sole responsibility and liability of ISI, and are not obligations
of the Fund.
10. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Fund shall be committed to the discretion
of the Trustees who are not interested persons of the Fund.
11. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
12. The Fund shall preserve copies of this Plan (including any amendments
thereto) and any related agreements and all reports made pursuant to paragraph 6
hereof for a period of not less than six years from the date of this Plan, the
first two years in an easily accessible place.
IN WITNESS WHEREOF, the Fund has executed this Plan of Distribution on the
day and year set forth below in Largo, Florida.
Dated as of June 1, 1995.
ATTEST: IDEX II SERIES FUND
/S/ BECKY A. FERRELL /S/ G. JOHN HURLEY
_________________________ By: _____________________________
Becky A. Ferrell, Secretary G. John Hurley
President and
Chief Executive Officer
3
<PAGE>
CLASS C SHARES
IDEX II GROWTH PORTFOLIO
a series of
IDEX II SERIES FUND
PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, IDEX II Series Fund (the "Fund") is registered under the
Investment Company Act of 1940, as amended ("1940 Act"), as an open-end
management investment company, and offers for public sale shares of beneficial
interest; and
WHEREAS, the Fund desires to adopt a Plan of Distribution ("Plan") pursuant
to Rule 12b-1 under the 1940 Act applicable to the Class C shares of IDEX II
Growth Portfolio (the "Portfolio"), a series of shares of the Fund; and
WHEREAS, the Fund has entered into an Underwriting Agreement ("Underwriting
Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which ISI serves as
Distributor of the various series and classes of shares of the Fund during the
continuous offering of its shares;
NOW THEREFORE, the Fund hereby adopts this Plan with respect to the Class C
shares of the Portfolio in accordance with Rule 12b-1 under the 1940 Act.
1. A. The Portfolio is authorized to pay to ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class C shares, a distribution fee at
the rate of up to 0.75% on an annualized basis of the average daily net assets
of the Portfolio's Class C shares. Such fee shall be calculated and accrued
daily and paid monthly or at such other intervals as the Fund and ISI shall
agree.
B. The Portfolio is authorized to pay ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class C shares, a service fee at the
rate of up to 0.25% on an annualized basis of the average daily net assets of
the Portfolio's Class C shares. Such fee shall be calculated and accrued daily
and paid monthly or at such other intervals as the Fund and ISI shall agree.
C. The total fees payable under this Plan by the Portfolio with respect to
its Class C shares shall not exceed the maximum rate of 0.90% on an annual basis
of the average daily net assets of the Portfolio's Class C shares. To the extent
the sum of any service fee paid under Paragraph 1B plus the distribution fee
paid under paragraph 1A would otherwise exceed such maximum rate of 0.90%, the
distribution fee paid under paragraph 1A shall be reduced pro tanto so that such
maximum rate is not exceeded.
D. The Portfolio may pay a distribution or service fee to ISI at a lesser
rate than the fees specified in paragraphs 1A and 1B, respectively, of this
Plan, in either case as agreed upon by the Fund and ISI and as approved in the
manner specified in paragraph 4 of this Plan.
1
<PAGE>
2. As Distributor of the Class C shares of the Portfolio, ISI may spend
such amounts as it deems appropriate on any activities or expenses primarily
intended to result in the sale of the Class C shares of the Portfolio or the
servicing and/or maintenance of Class C shareholder accounts, including, but not
limited to: compensation to employees of ISI; compensation to and expenses,
including overhead and telephone expenses, of ISI and other selected dealers who
engage in or support the distribution of shares or who service shareholder
accounts; the costs of printing and distributing prospectuses, statements of
additional information and reports for other than existing shareholders; and the
costs of preparing, printing and distributing sales literature and advertising
materials.
3. This Plan shall not take effect unless it first has been approved by a
vote of a majority of the outstanding voting securities of the Class C shares of
the Portfolio.
4. This Plan shall not take effect with respect to the Class C shares of
the Portfolio unless it first has been approved, together with any related
agreements, by votes of a majority of both (a) the Board and (b) those Trustees
of the Fund who are not "interested persons" of the Fund and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related thereto ("Independent Trustees"), cast in person at a meeting or
(meetings) called for the purpose of voting on such approval; and until the
Trustees who approve the Plan's taking effect have reached the conclusion
required by Rule 12b-1(e) under the 1940 Act.
5. If approved as set forth in paragraphs 3 and 4, this Plan shall continue
thereafter in full force and effect with respect to the Class C shares of the
Portfolio for so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in paragraph 4.
6. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 6, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 6, to the Board in support of the service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean any
activities in connection with ISI's performance of its obligations under this
Plan or the Underwriting Agreement that are not deemed "service activities."
"Service activities" shall mean activities in connection with the provision by
ISI or other entity of personal service and/or the maintenance of shareholder
accounts with respect to the Class C shares of the Portfolio, within the meaning
of the definition of "service fee" for purposes of Section 26(d) of the Rules of
Fair Practice of the National Association of Securities Dealers, Inc. Overhead
and other expenses of ISI related to its "distribution activities" or "service
activities," including telephone and other communications expenses, may be
included in the information regarding amounts expended for such activities.
2
<PAGE>
7. This Plan may be terminated at any time by vote of the Board, by vote of
a majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class C shares of the Portfolio.
8. This Plan may not be amended to increase materially the amount of fees
provided for in paragraph 1 hereof unless such amendment is approved by a vote
of a majority of the outstanding voting securities of the Class C shares of the
Portfolio, and no material amendment to the Plan shall be made unless approved
in the manner provided for approval and annual renewal in paragraph 5 hereof.
9. The amount of the fees payable by the Portfolio to ISI under paragraph 1
hereof and the Underwriting Agreement is not related directly to expenses
incurred by ISI on behalf of the Portfolio in serving as Distributor of the
Class C shares, and paragraph 2 hereof and the Underwriting Agreement do not
obligate the Fund to reimburse ISI for such expenses. The fee set forth in
paragraph 1 hereof will be paid by the Portfolio to ISI unless and until either
the Plan or the Underwriting Agreement is terminated or not renewed with respect
to the Class C shares. If either the Plan or the Underwriting Agreement is
terminated or not renewed with respect to the Class C shares, any distribution
expenses incurred by ISI on behalf of the Class C shares of the Portfolio in
excess of the payments of the fees specified in paragraph 1 hereof and the
Underwriting Agreement which ISI has received or accrued through the termination
date are the sole responsibility and liability of ISI, and are not obligations
of the Fund.
10. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Fund shall be committed to the discretion
of the Trustees who are not interested persons of the Fund.
11. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
12. The Fund shall preserve copies of this Plan (including any amendments
thereto) and any related agreements and all reports made pursuant to paragraph 6
hereof for a period of not less than six years from the date of this Plan, the
first two years in an easily accessible place.
IN WITNESS WHEREOF, the Fund has executed this Plan of Distribution on the
day and year set forth below in Largo, Florida.
Date: October 1 , 1993
ATTEST: IDEX II SERIES FUND
/s/ Pamela C. Dils /s/ G. John Hurley
_________________________ By: _______________________
Pamela C. Dils, Secretary G. John Hurley
President and Chief
Executive Officer
3
<PAGE>
CLASS A SHARES
IDEX VALUE EQUITY PORTFOLIO
a series of
IDEX SERIES FUND
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, IDEX Series Fund (the "Fund") is registered under the Investment
Company Act of 1940, as amended ("1940 Act"), as an open-end management
investment company, and offers for public sale shares of beneficial interest;
WHEREAS, the Fund desires to adopt a Plan of Distribution ("Plan") pursuant to
Rule 12b-1 under the 1940 Act applicable to the Class A shares of IDEX Value
Equity Portfolio (the "Portfolio"), a series of shares of the Fund; and
WHEREAS, the Fund has entered into an Underwriting Agreement ("Underwriting
Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which ISI serves as
Distributor of the various series and classes of shares of the Fund during the
continuous offering of its shares.
NOW THEREFORE, the Fund hereby adopts this Plan with respect to the Class A
shares of the Portfolio in accordance with Rule 12b-1 under the 1940 Act.
1. (A). The Portfolio is authorized to pay to ISI, as compensation for
ISI's services as Distributor of the Portfolio's Class A shares, a distribution
fee at the rate of up to 0.35% on an annualized basis of the average daily net
assets of the Portfolio's Class A shares. Such fee shall be calculated and
accrued daily and paid monthly or at such other intervals as the Fund and ISI
shall agree.
(B). The Portfolio is authorized to pay to ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class A shares, a service fee at the
rate of up to 0.25% on an annualized basis of the average daily net assets of
the Portfolio's Class A shares. Such fee shall be calculated and accrued daily
and paid monthly or at such other intervals as the Fund and ISI shall agree.
(C). To the extent that the Portfolio pays a service fee pursuant to
paragraph 1(B) of this Plan, the amount available to be paid pursuant to
paragraph 1(A) of this Plan shall be reduced pro tanto, so that the total fees
payable under this Plan by the Portfolio with respect to its Class A shares
shall not exceed the rate of 0.35% on an annual basis of the average daily net
assets of the Portfolio's Class A shares.
(D). The Portfolio may pay a distribution or service fee to ISI at a lesser
rate than the fees specified in paragraphs 1(A) and 1(B), respectively, of this
Plan, in either case as agreed upon by the Fund and ISI and as approved in the
manner specified in paragraph 4 of this Plan.
2. As Distributor of the Class A shares of the Portfolio, ISI may spend
such amounts as it deems appropriate on any activities or expenses primarily
intended to result in the sale of the Class A shares of the Portfolio or the
servicing and/or maintenance of Class A shareholder accounts, including, but not
limited to: compensation to employees of ISI; compensation to and expenses,
including overhead and telephone expenses, of ISI and other selected dealers who
engage in or support the distribution of shares or who service shareholder
accounts; the costs of printing and distributing prospectuses, statements of
additional information and reports for other than existing shareholders; and the
costs of preparing, printing and distributing sales literature and advertising
materials.
3. This Plan shall not take effect with respect to the Class A shares of
the Portfolio unless it first has been approved, together with any related
agreements, by votes of a majority of both (a) the Board and (b) those Trustees
of the Fund who are not "interested persons" of the Fund and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related thereto ("Independent Trustees"), cast in person at a meeting or
(meetings) called for the purpose of voting on such approval; and until the
Trustees who approve the Plan's taking effect have reached the conclusion
required by Rule 12b-1(e) under the 1940 Act.
-1-
<PAGE>
4. If approved as set forth in paragraph 3, this Plan shall continue
thereafter in full force and effect with respect to the Class A shares of the
Portfolio for so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in paragraph 3.
5. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 5, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 5, to the Board in support of the service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean any
activities in connection with ISI's performance of its obligations under this
Plan or the Underwriting Agreement that are not deemed "service activities."
"Service activities" shall mean activities in connection with the provision by
ISI or other entity of personal service and/or the maintenance of shareholder
accounts with respect to the Class A shares of the Portfolio, within the meaning
of the definition of "service fee" for purposes of Section 2830(b) (formerly
Section 26(d)) of the Rules of Fair Practice of the National Association of
Securities Dealers, Inc. Overhead and other expenses of ISI related to its
"distribution activities" or "service activities," including telephone and other
communications expenses, may be included in the information regarding amounts
expended for such activities.
6. This Plan may be terminated at any time by vote of the Board, by vote of
a majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class A shares of the Portfolio.
7. This Plan may not be amended to increase materially the amount of fees
provided for in paragraph 1 hereof unless such amendment is approved by a vote
of a majority of the outstanding voting securities of the Class A shares of the
Portfolio, and no material amendment to the Plan shall be made unless approved
in the manner provided for approval and annual renewal in paragraph 4 hereof.
8. The amount of the fees payable by the Portfolio to ISI under paragraph 1
hereof and the Underwriting Agreement is not related directly to expenses
incurred by ISI on behalf of the Portfolio in serving as Distributor of the
Class A shares, and paragraph 2 hereof and the Underwriting Agreement do not
obligate the Fund to reimburse ISI for such expenses. The fees set forth in
paragraph 1 hereof will be paid by the Portfolio to ISI unless and until either
the Plan or the Underwriting Agreement is terminated or not renewed with respect
to the Class A shares. If either the Plan or the Underwriting Agreement is
terminated or not renewed with respect to the Class A shares, any distribution
expenses incurred by ISI on behalf of the Class A shares of the Portfolio in
excess of the payments of the fees specified in paragraph 1 hereof and the
Underwriting Agreement which ISI has received or accrued through the termination
date are the sole responsibility and liability of ISI, and are not obligations
of the Fund.
9. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Fund shall be committed to the discretion
of the Trustees who are not interested persons of the Fund.
10. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
11. The Fund shall preserve copies of this Plan (including any amendments
thereto) and any related agreements and all reports made pursuant to paragraph 5
hereof for a period of not less than six years from the date of this Plan, the
first two years in an easily accessible place.
IN WITNESS WHEREOF, the Fund has executed this Plan of Distribution on the day
and year set forth below in Largo, Florida.
Dated as of October 30, 1996.
ATTEST: IDEX SERIES FUND
/s/ Becky A. Ferrell /s/ G. John Hurley
__________________________ By: __________________________
Becky A. Ferrell, Secretary G. John Hurley, President
and Chief Executive Officer
-2-
<PAGE>
CLASS B SHARES
IDEX VALUE EQUITY PORTFOLIO
a series of
IDEX SERIES FUND
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, IDEX Series Fund (the "Fund") is registered under the Investment
Company Act of 1940, as amended ("1940 Act"), as an open-end management
investment company, and offers for public sale shares of beneficial interest;
WHEREAS, the Fund desires to adopt a Plan of Distribution ("Plan") pursuant
to Rule 12b-1 under the 1940 Act applicable to the Class B shares of IDEX Value
Equity Portfolio (the "Portfolio"), a series of shares of the Fund; and
WHEREAS, the Fund has entered into an Underwriting Agreement ("Underwriting
Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which ISI serves as
Distributor of the various series and classes of shares of the Fund during the
continuous offering of its shares.
NOW THEREFORE, the Fund hereby adopts this Plan with respect to the Class B
shares of the Portfolio in accordance with Rule 12b-1 under the 1940 Act.
1. (A). The Portfolio is authorized to pay to ISI, as compensation for
ISI's services as Distributor of the Portfolio's Class B shares, a distribution
fee at the rate of up to 0.75% on an annualized basis of the average daily net
assets of the Portfolio's Class B shares. Such fee shall be calculated and
accrued daily and paid monthly or at such other intervals as the Fund and ISI
shall agree.
(B). The Portfolio is authorized to pay to ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class B shares, a service fee at the
rate of up to 0.25% on an annualized basis of the average daily net assets of
the Portfolio's Class B shares. Such fee shall be calculated and accrued daily
and paid monthly or at such other intervals as the Fund and ISI shall agree.
(C). The total fees payable under this Plan by the Portfolio with respect
to its Class B shares shall not exceed the maximum rate of 1.00% on an annual
basis of the average daily net assets of the Portfolio's Class B shares.
(D). The Portfolio may pay a distribution or service fee to ISI at a lesser
rate than the fees specified in paragraphs 1(A) and 1(B), respectively, of this
Plan, in either case as agreed upon by the Fund and ISI and as approved in the
manner specified in paragraph 4 of this Plan.
2. As Distributor of the Class B shares of the Portfolio, ISI may spend
such amounts as it deems appropriate on any activities or expenses primarily
intended to result in the sale of the Class B shares of the Portfolio or the
servicing and/or maintenance of Class B shareholder accounts, including, but not
limited to: compensation to employees of ISI; compensation to and expenses,
including overhead and telephone expenses, of ISI and other selected dealers who
engage in or support the distribution of shares or who service shareholder
accounts; the costs of printing and distributing prospectuses, statements of
additional information and reports for other than existing shareholders; and the
costs of preparing, printing and distributing sales literature and advertising
materials.
3. This Plan shall not take effect unless it first has been approved by a
vote of a majority of the outstanding voting securities of the Class B shares of
the Portfolio.
4. This Plan shall not take effect with respect to the Class B shares of
the Portfolio unless it first has been approved, together with any related
agreements, by votes of a majority of both (a) the Board and (b) those Trustees
of the Fund who are not "interested persons" of the Fund and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related thereto ("Independent Trustees"), cast in person at a meeting or
(meetings) called for the purpose of voting on such approval; and until the
Trustees who approve the Plan's taking effect have reached the conclusion
required by Rule 12b-1(e) under the 1940 Act.
-1-
<PAGE>
5. If approved as set forth in paragraphs 3 and 4, this Plan shall continue
thereafter in full force and effect with respect to the Class B shares of the
Portfolio for so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in paragraph 4.
6. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 6, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 6, to the Board in support of the service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean any
activities in connection with ISI's performance of its obligations under this
Plan or the Underwriting Agreement that are not deemed "service activities."
"Service activities" shall mean activities in connection with the provision by
ISI or other entity of personal service and/or the maintenance of shareholder
accounts with respect to the Class B shares of the Portfolio, within the meaning
of the definition of "service fee" for purposes of Section 2830(b) (formerly
Section 26(d)) of the Rules of Fair Practice of the National Association of
Securities Dealers, Inc. Overhead and other expenses of ISI related to its
"distribution activities" or "service activities," including telephone and other
communications expenses, may be included in the information regarding amounts
expended for such activities.
7. This Plan may be terminated at any time by vote of the Board, by vote of
a majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class B shares of the Portfolio.
8. This Plan may not be amended to increase materially the amount of fees
provided for in paragraph 1 hereof unless such amendment is approved by a vote
of a majority of the outstanding voting securities of the Class B shares of the
Portfolio, and no material amendment to the Plan shall be made unless approved
in the manner provided for approval and annual renewal in paragraph 5 hereof.
9. The amount of the fees payable by the Portfolio to ISI under paragraph 1
hereof and the Underwriting Agreement is not related directly to expenses
incurred by ISI on behalf of the Portfolio in serving as Distributor of the
Class B shares, and paragraph 2 hereof and the Underwriting Agreement do not
obligate the Fund to reimburse ISI for such expenses. The fees set forth in
paragraph 1 hereof will be paid by the Portfolio to ISI unless and until either
the Plan or the Underwriting Agreement is terminated or not renewed with respect
to the Class B shares. If either the Plan or the Underwriting Agreement is
terminated or not renewed with respect to the Class B shares, any distribution
expenses incurred by ISI on behalf of the Class B shares of the Portfolio in
excess of the payments of the fees specified in paragraph 1 hereof and the
Underwriting Agreement which ISI has received or accrued through the termination
date are the sole responsibility and liability of ISI, and are not obligations
of the Fund.
10. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Fund shall be committed to the discretion
of the Trustees who are not interested persons of the Fund.
11. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
12. The Fund shall preserve copies of this Plan (including any amendments
thereto) and any related agreements and all reports made pursuant to paragraph 6
hereof for a period of not less than six years from the date of this Plan, the
first two years in an easily accessible place.
IN WITNESS WHEREOF, the Fund has executed this Plan of Distribution on the
day and year set forth below in Largo, Florida.
Dated as of October 30, 1996.
ATTEST: IDEX SERIES FUND
/s/ Becky A. Ferrell /s/ G. John Hurley
__________________________ By: __________________________
Becky A. Ferrell, Secretary G. John Hurley, President
and Chief Executive Officer
-2-
<PAGE>
CLASS C SHARES
IDEX VALUE EQUITY PORTFOLIO
a series of
IDEX SERIES FUND
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, IDEX Series Fund (the "Fund") is registered under the Investment
Company Act of 1940, as amended ("1940 Act"), as an open-end management
investment company, and offers for public sale shares of beneficial interest;
WHEREAS, the Fund desires to adopt a Plan of Distribution ("Plan") pursuant to
Rule 12b-1 under the 1940 Act applicable to the Class C shares of IDEX Value
Equity Portfolio (the "Portfolio"), a series of shares of the Fund; and
WHEREAS, the Fund has entered into an Underwriting Agreement ("Underwriting
Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which ISI serves as
Distributor of the various series and classes of shares of the Fund during the
continuous offering of its shares.
NOW THEREFORE, the Fund hereby adopts this Plan with respect to the Class C
shares of the Portfolio in accordance with Rule 12b-1 under the 1940 Act.
1. (A). The Portfolio is authorized to pay to ISI, as compensation for
ISI's services as Distributor of the Portfolio's Class C shares, a distribution
fee at the rate of up to 0.75% on an annualized basis of the average daily net
assets of the Portfolio's Class C shares. Such fee shall be calculated and
accrued daily and paid monthly or at such other intervals as the Fund and ISI
shall agree.
(B). The Portfolio is authorized to pay ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class C shares, a service fee at the
rate of up to 0.25% on an annualized basis of the average daily net assets of
the Portfolio's Class C shares. Such fee shall be calculated and accrued daily
and paid monthly or at such other intervals as the Fund and ISI shall agree.
(C). The total fees payable under this Plan by the Portfolio with respect
to its Class C shares shall not exceed the maximum rate of 0.90% on an annual
basis of the average daily net assets of the Portfolio's Class C shares. To the
extent the sum of any service fee paid under Paragraph 1(B) plus the
distribution fee paid under paragraph 1(A) would otherwise exceed such maximum
rate of 0.90%, the distribution fee paid under paragraph 1(A) shall be reduced
pro tanto so that such maximum rate is not exceeded.
(D). The Portfolio may pay a distribution or service fee to ISI at a lesser
rate than the fees specified in paragraphs 1(A) and 1(B), respectively, of this
Plan, in either case as agreed upon by the Fund and ISI and as approved in the
manner specified in paragraph 4 of this Plan.
2. As Distributor of the Class C shares of the Portfolio, ISI may spend
such amounts as it deems appropriate on any activities or expenses primarily
intended to result in the sale of the Class C shares of the Portfolio or the
servicing and/or maintenance of Class C shareholder accounts, including, but not
limited to: compensation to employees of ISI; compensation to and expenses,
including overhead and telephone expenses, of ISI and other selected dealers who
engage in or support the distribution of shares or who service shareholder
accounts; the costs of printing and distributing prospectuses, statements of
additional information and reports for other than existing shareholders; and the
costs of preparing, printing and distributing sales literature and advertising
materials.
3. This Plan shall not take effect unless it first has been approved by a
vote of a majority of the outstanding voting securities of the Class C shares of
the Portfolio.
-1-
<PAGE>
4. This Plan shall not take effect with respect to the Class C shares of
the Portfolio unless it first has been approved, together with any related
agreements, by votes of a majority of both (a) the Board and (b) those Trustees
of the Fund who are not "interested persons" of the Fund and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related thereto ("Independent Trustees"), cast in person at a meeting or
(meetings) called for the purpose of voting on such approval; and until the
Trustees who approve the Plan's taking effect have reached the conclusion
required by Rule 12b-1(e) under the 1940 Act.
5. If approved as set forth in paragraphs 3 and 4, this Plan shall continue
thereafter in full force and effect with respect to the Class C shares of the
Portfolio for so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in paragraph 4.
6. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 6, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 6, to the Board in support of the service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean any
activities in connection with ISI's performance of its obligations under this
Plan or the Underwriting Agreement that are not deemed "service activities."
"Service activities" shall mean activities in connection with the provision by
ISI or other entity of personal service and/or the maintenance of shareholder
accounts with respect to the Class C shares of the Portfolio, within the meaning
of the definition of "service fee" for purposes of Section 2830(b) (formerly
Section 26(d)) of the Rules of Fair Practice of the National Association of
Securities Dealers, Inc. Overhead and other expenses of ISI related to its
"distribution activities" or "service activities," including telephone and other
communications expenses, may be included in the information regarding amounts
expended for such activities.
7. This Plan may be terminated at any time by vote of the Board, by vote of
a majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class C shares of the Portfolio.
8. This Plan may not be amended to increase materially the amount of fees
provided for in paragraph 1 hereof unless such amendment is approved by a vote
of a majority of the outstanding voting securities of the Class C shares of the
Portfolio, and no material amendment to the Plan shall be made unless approved
in the manner provided for approval and annual renewal in paragraph 5 hereof.
9. The amount of the fees payable by the Portfolio to ISI under paragraph 1
hereof and the Underwriting Agreement is not related directly to expenses
incurred by ISI on behalf of the Portfolio in serving as Distributor of the
Class C shares, and paragraph 2 hereof and the Underwriting Agreement do not
obligate the Fund to reimburse ISI for such expenses. The fees set forth in
paragraph 1 hereof will be paid by the Portfolio to ISI unless and until either
the Plan or the Underwriting Agreement is terminated or not renewed with respect
to the Class C shares. If either the Plan or the Underwriting Agreement is
terminated or not renewed with respect to the Class C shares, any distribution
expenses incurred by ISI on behalf of the Class C shares of the Portfolio in
excess of the payments of the fees specified in paragraph 1 hereof and the
Underwriting Agreement which ISI has received or accrued through the termination
date are the sole responsibility and liability of ISI, and are not obligations
of the Fund.
10. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Fund shall be committed to the discretion
of the Trustees who are not interested persons of the Fund.
11. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
12. The Fund shall preserve copies of this Plan (including any amendments
thereto) and any related agreements and all reports made pursuant to paragraph 6
hereof for a period of not less than six years from the date of this Plan, the
first two years in an easily accessible place.
-2-
<PAGE>
IN WITNESS WHEREOF, the Fund has executed this Plan of Distribution on the
day and year set forth below in Largo, Florida.
Dated as of October 30, 1996.
ATTEST: IDEX SERIES FUND
/s/ Becky A. Ferrell /s/ G. John Hurley
__________________________ By: __________________________
Becky A. Ferrell, Secretary G. John Hurley
President and Chief Executive Officer
-3-
<PAGE>
CLASS A SHARES
IDEX II EQUITY-INCOME PORTFOLIO
a series of
IDEX II SERIES FUND
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, IDEX II Series Fund (the "Fund") is registered under the
Investment Company Act of 1940, as amended ("1940 Act"), as an open-end
management investment company, and offers for public sale shares of beneficial
interest; and
WHEREAS, the Fund desires to adopt a Plan of Distribution ("Plan") pursuant
to Rule 12b-1 under the 1940 Act applicable to the Class A shares of IDEX II
Equity-Income Portfolio (the "Portfolio"), a series of shares of the Fund; and
WHEREAS, the Fund has entered into an Underwriting Agreement ("Underwriting
Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which ISI serves as
Distributor of the various series and classes of shares of the Fund during the
continuous offering of its shares;
NOW THEREFORE, the Fund hereby adopts this Plan with respect to the Class A
shares of the Portfolio in accordance with Rule 12b-1 under the 1940 Act.
1. (A). The Portfolio is authorized to pay to ISI, as compensation for
ISI's services as Distributor of the Portfolio's Class A shares, a distribution
fee at the rate of up to 0.35% on an annualized basis of the average daily net
assets of the Portfolio's Class A shares. Such fee shall be calculated and
accrued daily and paid monthly or at such other intervals as the Fund and ISI
shall agree.
(B). The Portfolio is authorized to pay to ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class A shares, a service fee at the
rate of up to 0.25% on an annualized basis of the average daily net assets of
the Portfolio's Class A shares. Such fee shall be calculated and accrued daily
and paid monthly or at such other intervals as the Fund and ISI shall agree.
(C). To the extent that the Portfolio pays a service fee pursuant to
paragraph 1(B) of this Plan, the amount available to be paid pursuant to
paragraph 1(A) of this Plan shall be reduced pro tanto, so that the total fees
payable under this Plan by the Portfolio with respect to its Class A shares
shall not exceed the rate of 0.35% on an annual basis of the average daily net
assets of the Portfolio's Class A shares.
(D). The Portfolio may pay a distribution or service fee to ISI at a lesser
rate than the fees specified in paragraphs 1(A) and 1(B), respectively, of this
Plan, in either case as agreed upon by the Fund and ISI and as approved in the
manner specified in paragraph 4 of this Plan.
2. As Distributor of the Class A shares of the Portfolio, ISI may spend
such amounts as it deems appropriate on any activities or expenses primarily
intended to result in the sale of the Class A shares of the Portfolio or the
servicing and/or maintenance of Class A shareholder accounts, including, but not
limited to: compensation to employees of ISI; compensation to and expenses,
including overhead and telephone expenses, of ISI and other selected dealers who
engage in or support the distribution of shares or who service shareholder
accounts; the costs of printing and distributing prospectuses, statements of
additional information and reports for other than existing shareholders; and the
costs of preparing, printing and distributing sales literature and advertising
materials.
3. This Plan shall not take effect with respect to the Class A shares of
the Portfolio unless it first has been approved, together with any related
agreements, by votes of a majority of both (a) the Board and (b) those Trustees
of the Fund who are not "interested persons" of the Fund and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related thereto ("Independent Trustees"), cast in person at a meeting or
(meetings) called for the purpose of voting on such approval; and until the
Trustees who approve the Plan's taking effect have reached the conclusion
required by Rule 12b-1(e) under the 1940 Act.
- 1 -
<PAGE>
4. If approved as set forth in paragraph 3, this Plan shall continue
thereafter in full force and effect with respect to the Class A shares of the
Portfolio for so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in paragraph 3.
5. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 5, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 5, to the Board in support of the service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean any
activities in connection with ISI's performance of its obligations under this
Plan or the Underwriting Agreement that are not deemed "service activities."
"Service activities" shall mean activities in connection with the provision by
ISI or other entity of personal service and/or the maintenance of shareholder
accounts with respect to the Class A shares of the Portfolio, within the meaning
of the definition of "service fee" for purposes of Section 26(d) of the Rules of
Fair Practice of the National Association of Securities Dealers, Inc. Overhead
and other expenses of ISI related to its "distribution activities" or "service
activities," including telephone and other communications expenses, may be
included in the information regarding amounts expended for such activities.
6. This Plan may be terminated at any time by vote of the Board, by vote of
a majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class A shares of the Portfolio.
7. This Plan may not be amended to increase materially the amount of fees
provided for in paragraph 1 hereof unless such amendment is approved by a vote
of a majority of the outstanding voting securities of the Class A shares of the
Portfolio, and no material amendment to the Plan shall be made unless approved
in the manner provided for approval and annual renewal in paragraph 4 hereof.
8. The amount of the fees payable by the Portfolio to ISI under paragraph 1
hereof and the Underwriting Agreement is not related directly to expenses
incurred by ISI on behalf of the Portfolio in serving as Distributor of the
Class A shares, and paragraph 2 hereof and the Underwriting Agreement do not
obligate the Fund to reimburse ISI for such expenses. The fee set forth in
paragraph 1 hereof will be paid by the Portfolio to ISI unless and until either
the Plan or the Underwriting Agreement is terminated or not renewed with respect
to the Class A shares. If either the Plan or the Underwriting Agreement is
terminated or not renewed with respect to the Class A shares, any distribution
expenses incurred by ISI on behalf of the Class A shares of the Portfolio in
excess of the payments of the fees specified in paragraph 1 hereof and the
Underwriting Agreement which ISI has received or accrued through the termination
date are the sole responsibility and liability of ISI, and are not obligations
of the Fund.
9. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Fund shall be committed to the discretion
of the Trustees who are not interested persons of the Fund.
10. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
11. The Fund shall preserve copies of this Plan (including any amendments
thereto) and any related agreements and all reports made pursuant to paragraph 5
hereof for a period of not less than six years from the date of this Plan, the
first two years in an easily accessible place.
- 2 -
<PAGE>
IN WITNESS WHEREOF, the Fund has executed this Plan of Distribution on the
day and year set forth below in Largo, Florida.
Dated as of September 30, 1994.
ATTEST: IDEX II SERIES FUND
/s/ Becky A. Ferrell /s/ G. John Hurley
_________________________ By: _______________________
Becky A. Ferrell, Secretary G. John Hurley
President and Chief Executive Officer
- 3 -
<PAGE>
CLASS B SHARES
IDEX II EQUITY-INCOME PORTFOLIO
a series of
IDEX II SERIES FUND
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, IDEX II Series Fund (the "Fund") is registered under the
Investment Company Act of 1940, as amended ("1940 Act"), as an open-end
management investment company, and offers for public sale shares of beneficial
interest; and
WHEREAS, the Fund desires to adopt a Plan of Distribution ("Plan") pursuant
to Rule 12b-1 under the 1940 Act applicable to the Class B shares of IDEX II
Equity-Income Portfolio (the "Portfolio"), a series of shares of the Fund; and
WHEREAS, the Fund has entered into an Underwriting Agreement ("Underwriting
Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which ISI serves as
Distributor of the various series and classes of shares of the Fund during the
continuous offering of its shares;
NOW THEREFORE, the Fund hereby adopts this Plan with respect to the Class B
shares of the Portfolio in accordance with Rule 12b-1 under the 1940 Act.
1. (A). The Portfolio is authorized to pay to ISI, as compensation for
ISI's services as Distributor of the Portfolio's Class B shares, a distribution
fee at the rate of up to 0.75% on an annualized basis of the average daily net
assets of the Portfolio's Class B shares. Such fee shall be calculated and
accrued daily and paid monthly or at such other intervals as the Fund and ISI
shall agree.
(B). The Portfolio is authorized to pay to ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class B shares, a service fee at the
rate of up to 0.25% on an annualized basis of the average daily net assets of
the Portfolio's Class B shares. Such fee shall be calculated and accrued daily
and paid monthly or at such other intervals as the Fund and ISI shall agree.
(C). The total fees payable under this Plan by the Portfolio with respect
to its Class B shares shall not exceed the maximum rate of 1.00% on an annual
basis of the average daily net assets of the Portfolio's Class B shares.
(D). The Portfolio may pay a distribution or service fee to ISI at a lesser
rate than the fees specified in paragraphs 1(A) and 1(B), respectively, of this
Plan, in either case as agreed upon by the Fund and ISI and as approved in the
manner specified in paragraph 4 of this Plan.
2. As Distributor of the Class B shares of the Portfolio, ISI may spend
such amounts as it deems appropriate on any activities or expenses primarily
intended to result in the sale of the Class B shares of the Portfolio or the
servicing and/or maintenance of Class B shareholder accounts, including, but not
limited to: compensation to employees of ISI; compensation to and expenses,
including overhead and telephone expenses, of ISI and other selected dealers who
engage in or support the distribution of shares or who service shareholder
accounts; the costs of printing and distributing prospectuses, statements of
additional information and reports for other than existing shareholders; and the
costs of preparing, printing and distributing sales literature and advertising
materials.
3. This Plan shall not take effect unless it first has been approved by a
vote of a majority of the outstanding voting securities of the Class B shares of
the Portfolio.
4. This Plan shall not take effect with respect to the Class B shares of
the Portfolio unless it first has been approved, together with any related
agreements, by votes of a majority of both (a) the Board and (b) those Trustees
of the Fund who are not "interested persons" of the Fund and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related thereto ("Independent Trustees"), cast in person at a meeting or
(meetings) called for the purpose of voting on such approval; and until the
Trustees who approve the Plan's taking effect have reached the conclusion
required by Rule 12b-1(e) under the 1940 Act.
1
<PAGE>
5. If approved as set forth in paragraphs 3 and 4, this Plan shall continue
thereafter in full force and effect with respect to the Class B shares of the
Portfolio for so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in paragraph 4.
6. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 6, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 6, to the Board in support of the service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean any
activities in connection with ISI's performance of its obligations under this
Plan or the Underwriting Agreement that are not deemed "service activities."
"Service activities" shall mean activities in connection with the provision by
ISI or other entity of personal service and/or the maintenance of shareholder
accounts with respect to the Class B shares of the Portfolio, within the meaning
of the definition of "service fee" for purposes of Section 26(d) of the Rules of
Fair Practice of the National Association of Securities Dealers, Inc. Overhead
and other expenses of ISI related to its "distribution activities" or "service
activities," including telephone and other communications expenses, may be
included in the information regarding amounts expended for such activities.
7. This Plan may be terminated at any time by vote of the Board, by vote of
a majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class B shares of the Portfolio.
8. This Plan may not be amended to increase materially the amount of fees
provided for in paragraph 1 hereof unless such amendment is approved by a vote
of a majority of the outstanding voting securities of the Class B shares of the
Portfolio, and no material amendment to the Plan shall be made unless approved
in the manner provided for approval and annual renewal in paragraph 5 hereof.
9. The amount of the fees payable by the Portfolio to ISI under paragraph 1
hereof and the Underwriting Agreement is not related directly to expenses
incurred by ISI on behalf of the Portfolio in serving as Distributor of the
Class B shares, and paragraph 2 hereof and the Underwriting Agreement do not
obligate the Fund to reimburse ISI for such expenses. The fee set forth in
paragraph 1 hereof will be paid by the Portfolio to ISI unless and until either
the Plan or the Underwriting Agreement is terminated or not renewed with respect
to the Class B shares. If either the Plan or the Underwriting Agreement is
terminated or not renewed with respect to the Class B shares, any distribution
expenses incurred by ISI on behalf of the Class B shares of the Portfolio in
excess of the payments of the fees specified in paragraph 1 hereof and the
Underwriting Agreement which ISI has received or accrued through the termination
date are the sole responsibility and liability of ISI, and are not obligations
of the Fund.
10. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Fund shall be committed to the discretion
of the Trustees who are not interested persons of the Fund.
11. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
12. The Fund shall preserve copies of this Plan (including any amendments
thereto) and any related agreements and all reports made pursuant to paragraph 6
hereof for a period of not less than six years from the date of this Plan, the
first two years in an easily accessible place.
IN WITNESS WHEREOF, the Fund has executed this Plan of Distribution on the
day and year set forth below in Largo, Florida.
Dated as of June 1, 1995
ATTEST: IDEX II SERIES FUND
/s/ Becky A. Ferrell /s/ G. John Hurley
_________________________ By: ____________________________________
Becky A. Ferrell, Secretary G. John Hurley
President and Chief Executive Officer
2
<PAGE>
CLASS C SHARES
IDEX II EQUITY-INCOME PORTFOLIO
a series of
IDEX II SERIES FUND
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, IDEX II Series Fund (the "Fund") is registered under the
Investment Company Act of 1940, as amended ("1940 Act"), as an open-end
management investment company, and offers for public sale shares of beneficial
interest; and
WHEREAS, the Fund desires to adopt a Plan of Distribution ("Plan") pursuant
to Rule 12b-1 under the 1940 Act applicable to the Class C shares of IDEX II
Equity-Income Portfolio (the "Portfolio"), a series of shares of the Fund; and
WHEREAS, the Fund has entered into an Underwriting Agreement ("Underwriting
Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which ISI serves as
Distributor of the various series and classes of shares of the Fund during the
continuous offering of its shares;
NOW THEREFORE, the Fund hereby adopts this Plan with respect to the Class C
shares of the Portfolio in accordance with Rule 12b-1 under the 1940 Act.
1. (A). The Portfolio is authorized to pay to ISI, as compensation for
ISI's services as Distributor of the Portfolio's Class C shares, a distribution
fee at the rate of up to 0.75% on an annualized basis of the average daily net
assets of the Portfolio's Class C shares. Such fee shall be calculated and
accrued daily and paid monthly or at such other intervals as the Fund and ISI
shall agree.
(B). The Portfolio is authorized to pay ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class C shares, a service fee at the
rate of up to 0.25% on an annualized basis of the average daily net assets of
the Portfolio's Class C shares. Such fee shall be calculated and accrued daily
and paid monthly or at such other intervals as the Fund and ISI shall agree.
(C). The total fees payable under this Plan by the Portfolio with respect
to its Class C shares shall not exceed the maximum rate of 0.90% on an annual
basis of the average daily net assets of the Portfolio's Class C shares. To the
extent the sum of any service fee paid under Paragraph 1B plus the distribution
fee paid under paragraph 1(A) would otherwise exceed such maximum rate of 0.90%,
the distribution fee paid under paragraph 1(A) shall be reduced pro tanto so
that such maximum rate is not exceeded.
(D). The Portfolio may pay a distribution or service fee to ISI at a lesser
rate than the fees specified in paragraphs 1(A) and 1(B), respectively, of this
Plan, in either case as agreed upon by the Fund and ISI and as approved in the
manner specified in paragraph 4 of this Plan.
2. As Distributor of the Class C shares of the Portfolio, ISI may spend
such amounts as it deems appropriate on any activities or expenses primarily
intended to result in the sale of the Class C shares of the Portfolio or the
servicing and/or maintenance of Class C shareholder accounts, including, but not
limited to: compensation to employees of ISI; compensation to and expenses,
including overhead and telephone expenses, of ISI and other selected dealers who
engage in or support the distribution of shares or who service shareholder
accounts; the costs of printing and distributing prospectuses, statements of
additional information and reports for other than existing shareholders; and the
costs of preparing, printing and distributing sales literature and advertising
materials.
<PAGE>
3. This Plan shall not take effect unless it first has been approved by a
vote of a majority of the outstanding voting securities of the Class C shares of
the Portfolio.
4. This Plan shall not take effect with respect to the Class C shares of
the Portfolio unless it first has been approved, together with any related
agreements, by votes of a majority of both (a) the Board and (b) those Trustees
of the Fund who are not "interested persons" of the Fund and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related thereto ("Independent Trustees"), cast in person at a meeting or
(meetings) called for the purpose of voting on such approval; and until the
Trustees who approve the Plan's taking effect have reached the conclusion
required by Rule 12b-1(e) under the 1940 Act.
5. If approved as set forth in paragraphs 3 and 4, this Plan shall continue
thereafter in full force and effect with respect to the Class C shares of the
Portfolio for so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in paragraph 4.
6. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 6, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 6, to the Board in support of the service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean any
activities in connection with ISI's performance of its obligations under this
Plan or the Underwriting Agreement that are not deemed "service activities."
"Service activities" shall mean activities in connection with the provision by
ISI or other entity of personal service and/or the maintenance of shareholder
accounts with respect to the Class C shares of the Portfolio, within the meaning
of the definition of "service fee" for purposes of Section 26(d) of the Rules of
Fair Practice of the National Association of Securities Dealers, Inc. Overhead
and other expenses of ISI related to its "distribution activities" or "service
activities," including telephone and other communications expenses, may be
included in the information regarding amounts expended for such activities.
7. This Plan may be terminated at any time by vote of the Board, by vote of
a majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class C shares of the Portfolio.
8. This Plan may not be amended to increase materially the amount of fees
provided for in paragraph 1 hereof unless such amendment is approved by a vote
of a majority of the outstanding voting securities of the Class C shares of the
Portfolio, and no material amendment to the Plan shall be made unless approved
in the manner provided for approval and annual renewal in paragraph 5 hereof.
9. The amount of the fees payable by the Portfolio to ISI under paragraph 1
hereof and the Underwriting Agreement is not related directly to expenses
incurred by ISI on behalf of the Portfolio in serving as Distributor of the
Class C shares, and paragraph 2 hereof and the Underwriting Agreement do not
obligate the Fund to reimburse ISI for such expenses. The fee set forth in
paragraph 1 hereof will be paid by the Portfolio to ISI unless and until either
the Plan or the Underwriting Agreement is terminated or not renewed with respect
to the Class C shares. If either the Plan or the Underwriting Agreement is
terminated or not renewed with respect to the Class C shares, any distribution
expenses incurred by ISI on behalf of the Class C shares of the Portfolio in
excess of the payments of the fees specified in paragraph 1 hereof and the
Underwriting Agreement which ISI has received or accrued through the termination
date are the sole responsibility and liability of ISI, and are not obligations
of the Fund.
10. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Fund shall be committed to the discretion
of the Trustees who are not interested persons of the Fund.
- 2 -
<PAGE>
11. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
12. The Fund shall preserve copies of this Plan (including any amendments
thereto) and any related agreements and all reports made pursuant to paragraph 6
hereof for a period of not less than six years from the date of this Plan, the
first two years in an easily accessible place.
IN WITNESS WHEREOF, the Fund has executed this Plan of Distribution on the
day and year set forth below in Largo, Florida.
Dated as of September 30, 1994.
ATTEST: IDEX II SERIES FUND
/s/ Becky A. Ferrel /s/ G. John Hurley
_________________________ By: _______________________
Becky A. Ferrell, Secretary G. John Hurley
President and Chief Executive Officer
- 3 -
<PAGE>
CLASS A SHARES
IDEX II BALANCED PORTFOLIO
a series of
IDEX II SERIES FUND
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, IDEX II Series Fund (the "Fund") is registered under the
Investment Company Act of 1940, as amended ("1940 Act"), as an open-end
management investment company, and offers for public sale shares of beneficial
interest; and
WHEREAS, the Fund desires to adopt a Plan of Distribution ("Plan") pursuant
to Rule 12b-1 under the 1940 Act applicable to the Class A shares of IDEX II
Balanced Portfolio (the "Portfolio"), a series of shares of the Fund; and
WHEREAS, the Fund has entered into an Underwriting Agreement ("Underwriting
Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which ISI serves as
Distributor of the various series and classes of shares of the Fund during the
continuous offering of its shares;
NOW THEREFORE, the Fund hereby adopts this Plan with respect to the Class A
shares of the Portfolio in accordance with Rule 12b-1 under the 1940 Act.
1. (A). The Portfolio is authorized to pay to ISI, as compensation for
ISI's services as Distributor of the Portfolio's Class A shares, a distribution
fee at the rate of up to 0.35% on an annualized basis of the average daily net
assets of the Portfolio's Class A shares. Such fee shall be calculated and
accrued daily and paid monthly or at such other intervals as the Fund and ISI
shall agree.
(B). The Portfolio is authorized to pay to ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class A shares, a service fee at the
rate of up to 0.25% on an annualized basis of the average daily net assets of
the Portfolio's Class A shares. Such fee shall be calculated and accrued daily
and paid monthly or at such other intervals as the Fund and ISI shall agree.
(C). To the extent that the Portfolio pays a service fee pursuant to
paragraph 1(B) of this Plan, the amount available to be paid pursuant to
paragraph 1(A) of this Plan shall be reduced pro tanto, so that the total fees
payable under this Plan by the Portfolio with respect to its Class A shares
shall not exceed the rate of 0.35% on an annual basis of the average daily net
assets of the Portfolio's Class A shares.
(D). The Portfolio may pay a distribution or service fee to ISI at a lesser
rate than the fees specified in paragraphs 1(A) and 1(B), respectively, of this
Plan, in either case as agreed upon by the Fund and ISI and as approved in the
manner specified in paragraph 4 of this Plan.
2. As Distributor of the Class A shares of the Portfolio, ISI may spend
such amounts as it deems appropriate on any activities or expenses primarily
intended to result in the sale of the Class A shares of the Portfolio or the
servicing and/or maintenance of Class A shareholder accounts, including, but not
limited to: compensation to employees of ISI; compensation to and expenses,
including overhead and telephone expenses, of ISI and other selected dealers who
engage in or support the distribution of shares or who service shareholder
accounts; the costs of printing and distributing prospectuses, statements of
additional information and reports for other than existing shareholders; and the
costs of preparing, printing and distributing sales literature and advertising
materials.
3. This Plan shall not take effect with respect to the Class A shares of
the Portfolio unless it first has been approved, together with any related
agreements, by votes of a majority of both (a) the Board and (b) those Trustees
of the Fund who are not "interested persons" of the Fund and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related thereto ("Independent Trustees"), cast in person at a meeting or
(meetings) called for the purpose of voting on such approval; and until the
Trustees who approve the Plan's taking effect have reached the conclusion
required by Rule 12b-1(e) under the 1940 Act.
- 1 -
<PAGE>
4. If approved as set forth in paragraph 3, this Plan shall continue
thereafter in full force and effect with respect to the Class A shares of the
Portfolio for so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in paragraph 3.
5. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 5, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 5, to the Board in support of the service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean any
activities in connection with ISI's performance of its obligations under this
Plan or the Underwriting Agreement that are not deemed "service activities."
"Service activities" shall mean activities in connection with the provision by
ISI or other entity of personal service and/or the maintenance of shareholder
accounts with respect to the Class A shares of the Portfolio, within the meaning
of the definition of "service fee" for purposes of Section 26(d) of the Rules of
Fair Practice of the National Association of Securities Dealers, Inc. Overhead
and other expenses of ISI related to its "distribution activities" or "service
activities," including telephone and other communications expenses, may be
included in the information regarding amounts expended for such activities.
6. This Plan may be terminated at any time by vote of the Board, by vote of
a majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class A shares of the Portfolio.
7. This Plan may not be amended to increase materially the amount of fees
provided for in paragraph 1 hereof unless such amendment is approved by a vote
of a majority of the outstanding voting securities of the Class A shares of the
Portfolio, and no material amendment to the Plan shall be made unless approved
in the manner provided for approval and annual renewal in paragraph 4 hereof.
8. The amount of the fees payable by the Portfolio to ISI under paragraph 1
hereof and the Underwriting Agreement is not related directly to expenses
incurred by ISI on behalf of the Portfolio in serving as Distributor of the
Class A shares, and paragraph 2 hereof and the Underwriting Agreement do not
obligate the Fund to reimburse ISI for such expenses. The fee set forth in
paragraph 1 hereof will be paid by the Portfolio to ISI unless and until either
the Plan or the Underwriting Agreement is terminated or not renewed with respect
to the Class A shares. If either the Plan or the Underwriting Agreement is
terminated or not renewed with respect to the Class A shares, any distribution
expenses incurred by ISI on behalf of the Class A shares of the Portfolio in
excess of the payments of the fees specified in paragraph 1 hereof and the
Underwriting Agreement which ISI has received or accrued through the termination
date are the sole responsibility and liability of ISI, and are not obligations
of the Fund.
9. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Fund shall be committed to the discretion
of the Trustees who are not interested persons of the Fund.
10. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
11. The Fund shall preserve copies of this Plan (including any amendments
thereto) and any related agreements and all reports made pursuant to paragraph 5
hereof for a period of not less than six years from the date of this Plan, the
first two years in an easily accessible place.
- 2 -
<PAGE>
IN WITNESS WHEREOF, the Fund has executed this Plan of Distribution on the
day and year set forth below in Largo, Florida.
Dated as of September 30, 1994.
ATTEST: IDEX II SERIES FUND
/s/ Becky A. Ferrell /s/ G. John Hurley
_________________________ By: _______________________
Becky A. Ferrell, Secretary G. John Hurley
President and Chief Executive Officer
-3-
<PAGE>
CLASS B SHARES
IDEX II BALANCED PORTFOLIO
a series of
IDEX II SERIES FUND
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, IDEX II Series Fund (the "Fund") is registered under the
Investment Company Act of 1940, as amended ("1940 Act"), as an open-end
management investment company, and offers for public sale shares of beneficial
interest; and
WHEREAS, the Fund desires to adopt a Plan of Distribution ("Plan") pursuant
to Rule 12b-1 under the 1940 Act applicable to the Class B shares of IDEX II
Balanced Portfolio (the "Portfolio"), a series of shares of the Fund; and
WHEREAS, the Fund has entered into an Underwriting Agreement ("Underwriting
Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which ISI serves as
Distributor of the various series and classes of shares of the Fund during the
continuous offering of its shares;
NOW THEREFORE, the Fund hereby adopts this Plan with respect to the Class B
shares of the Portfolio in accordance with Rule 12b-1 under the 1940 Act.
1. (A). The Portfolio is authorized to pay to ISI, as compensation for
ISI's services as Distributor of the Portfolio's Class B shares, a distribution
fee at the rate of up to 0.75% on an annualized basis of the average daily net
assets of the Portfolio's Class B shares. Such fee shall be calculated and
accrued daily and paid monthly or at such other intervals as the Fund and ISI
shall agree.
(B). The Portfolio is authorized to pay to ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class B shares, a service fee at the
rate of up to 0.25% on an annualized basis of the average daily net assets of
the Portfolio's Class B shares. Such fee shall be calculated and accrued daily
and paid monthly or at such other intervals as the Fund and ISI shall agree.
(C). The total fees payable under this Plan by the Portfolio with respect
to its Class B shares shall not exceed the maximum rate of 1.00% on an annual
basis of the average daily net assets of the Portfolio's Class B shares.
(D). The Portfolio may pay a distribution or service fee to ISI at a lesser
rate than the fees specified in paragraphs 1(A) and 1(B), respectively, of this
Plan, in either case as agreed upon by the Fund and ISI and as approved in the
manner specified in paragraph 4 of this Plan.
2. As Distributor of the Class B shares of the Portfolio, ISI may spend
such amounts as it deems appropriate on any activities or expenses primarily
intended to result in the sale of the Class B shares of the Portfolio or the
servicing and/or maintenance of Class B shareholder accounts, including, but not
limited to: compensation to employees of ISI; compensation to and expenses,
including overhead and telephone expenses, of ISI and other selected dealers who
engage in or support the distribution of shares or who service shareholder
accounts; the costs of printing and distributing prospectuses, statements of
additional information and reports for other than existing shareholders; and the
costs of preparing, printing and distributing sales literature and advertising
materials.
3. This Plan shall not take effect unless it first has been approved by a
vote of a majority of the outstanding voting securities of the Class B shares of
the Portfolio.
4. This Plan shall not take effect with respect to the Class B shares of
the Portfolio unless it first has been approved, together with any related
agreements, by votes of a majority of both (a) the Board and (b) those Trustees
of the Fund who are not "interested persons" of the Fund and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related thereto ("Independent Trustees"), cast in person at a meeting or
(meetings) called for the purpose of voting on such approval; and until the
Trustees who approve the Plan's taking effect have reached the conclusion
required by Rule 12b-1(e) under the 1940 Act.
1
<PAGE>
5. If approved as set forth in paragraphs 3 and 4, this Plan shall continue
thereafter in full force and effect with respect to the Class B shares of the
Portfolio for so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in paragraph 4.
6. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 6, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 6, to the Board in support of the service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean any
activities in connection with ISI's performance of its obligations under this
Plan or the Underwriting Agreement that are not deemed "service activities."
"Service activities" shall mean activities in connection with the provision by
ISI or other entity of personal service and/or the maintenance of shareholder
accounts with respect to the Class B shares of the Portfolio, within the meaning
of the definition of "service fee" for purposes of Section 26(d) of the Rules of
Fair Practice of the National Association of Securities Dealers, Inc. Overhead
and other expenses of ISI related to its "distribution activities" or "service
activities," including telephone and other communications expenses, may be
included in the information regarding amounts expended for such activities.
7. This Plan may be terminated at any time by vote of the Board, by vote of
a majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class B shares of the Portfolio.
8. This Plan may not be amended to increase materially the amount of fees
provided for in paragraph 1 hereof unless such amendment is approved by a vote
of a majority of the outstanding voting securities of the Class B shares of the
Portfolio, and no material amendment to the Plan shall be made unless approved
in the manner provided for approval and annual renewal in paragraph 5 hereof.
9. The amount of the fees payable by the Portfolio to ISI under paragraph 1
hereof and the Underwriting Agreement is not related directly to expenses
incurred by ISI on behalf of the Portfolio in serving as Distributor of the
Class B shares, and paragraph 2 hereof and the Underwriting Agreement do not
obligate the Fund to reimburse ISI for such expenses. The fee set forth in
paragraph 1 hereof will be paid by the Portfolio to ISI unless and until either
the Plan or the Underwriting Agreement is terminated or not renewed with respect
to the Class B shares. If either the Plan or the Underwriting Agreement is
terminated or not renewed with respect to the Class B shares, any distribution
expenses incurred by ISI on behalf of the Class B shares of the Portfolio in
excess of the payments of the fees specified in paragraph 1 hereof and the
Underwriting Agreement which ISI has received or accrued through the termination
date are the sole responsibility and liability of ISI, and are not obligations
of the Fund.
10. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Fund shall be committed to the discretion
of the Trustees who are not interested persons of the Fund.
11. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
12. The Fund shall preserve copies of this Plan (including any amendments
thereto) and any related agreements and all reports made pursuant to paragraph 6
hereof for a period of not less than six years from the date of this Plan, the
first two years in an easily accessible place.
2
<PAGE>
IN WITNESS WHEREOF, the Fund has executed this Plan of Distribution on the
day and year set forth below in Largo, Florida.
Dated as of June 1, 1995.
ATTEST: IDEX II SERIES FUND
/s/ Becky A. Ferrell /s/ G. John Hurley
_________________________ By: _______________________________
Becky A. Ferrell, Secretary G. John Hurley
President and Chief Executive Officer
3
<PAGE>
CLASS C SHARES
IDEX II BALANCED PORTFOLIO
a series of
IDEX II SERIES FUND
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, IDEX II Series Fund (the "Fund") is registered under the
Investment Company Act of 1940, as amended ("1940 Act"), as an open-end
management investment company, and offers for public sale shares of beneficial
interest; and
WHEREAS, the Fund desires to adopt a Plan of Distribution ("Plan") pursuant
to Rule 12b-1 under the 1940 Act applicable to the Class C shares of IDEX II
Balanced Portfolio (the "Portfolio"), a series of shares of the Fund; and
WHEREAS, the Fund has entered into an Underwriting Agreement ("Underwriting
Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which ISI serves as
Distributor of the various series and classes of shares of the Fund during the
continuous offering of its shares;
NOW THEREFORE, the Fund hereby adopts this Plan with respect to the Class C
shares of the Portfolio in accordance with Rule 12b-1 under the 1940 Act.
1. (A). The Portfolio is authorized to pay to ISI, as compensation for
ISI's services as Distributor of the Portfolio's Class C shares, a distribution
fee at the rate of up to 0.75% on an annualized basis of the average daily net
assets of the Portfolio's Class C shares. Such fee shall be calculated and
accrued daily and paid monthly or at such other intervals as the Fund and ISI
shall agree.
(B). The Portfolio is authorized to pay ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class C shares, a service fee at the
rate of up to 0.25% on an annualized basis of the average daily net assets of
the Portfolio's Class C shares. Such fee shall be calculated and accrued daily
and paid monthly or at such other intervals as the Fund and ISI shall agree.
(C). The total fees payable under this Plan by the Portfolio with respect
to its Class C shares shall not exceed the maximum rate of 0.90% on an annual
basis of the average daily net assets of the Portfolio's Class C shares. To the
extent the sum of any service fee paid under Paragraph 1B plus the distribution
fee paid under paragraph 1(A) would otherwise exceed such maximum rate of 0.90%,
the distribution fee paid under paragraph 1(A) shall be reduced pro tanto so
that such maximum rate is not exceeded.
(D). The Portfolio may pay a distribution or service fee to ISI at a lesser
rate than the fees specified in paragraphs 1(A) and 1(B), respectively, of this
Plan, in either case as agreed upon by the Fund and ISI and as approved in the
manner specified in paragraph 4 of this Plan.
2. As Distributor of the Class C shares of the Portfolio, ISI may spend
such amounts as it deems appropriate on any activities or expenses primarily
intended to result in the sale of the Class C shares of the Portfolio or the
servicing and/or maintenance of Class C shareholder accounts, including, but not
limited to: compensation to employees of ISI; compensation to and expenses,
including overhead and telephone expenses, of ISI and other selected dealers who
engage in or support the distribution of shares or who service shareholder
accounts; the costs of printing and distributing prospectuses, statements of
additional information and reports for other than existing shareholders; and the
costs of preparing, printing and distributing sales literature and advertising
materials.
<PAGE>
3. This Plan shall not take effect unless it first has been approved by a
vote of a majority of the outstanding voting securities of the Class C shares of
the Portfolio.
4. This Plan shall not take effect with respect to the Class C shares of
the Portfolio unless it first has been approved, together with any related
agreements, by votes of a majority of both (a) the Board and (b) those Trustees
of the Fund who are not "interested persons" of the Fund and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related thereto ("Independent Trustees"), cast in person at a meeting or
(meetings) called for the purpose of voting on such approval; and until the
Trustees who approve the Plan's taking effect have reached the conclusion
required by Rule 12b-1(e) under the 1940 Act.
5. If approved as set forth in paragraphs 3 and 4, this Plan shall continue
thereafter in full force and effect with respect to the Class C shares of the
Portfolio for so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in paragraph 4.
6. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 6, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 6, to the Board in support of the service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean any
activities in connection with ISI's performance of its obligations under this
Plan or the Underwriting Agreement that are not deemed "service activities."
"Service activities" shall mean activities in connection with the provision by
ISI or other entity of personal service and/or the maintenance of shareholder
accounts with respect to the Class C shares of the Portfolio, within the meaning
of the definition of "service fee" for purposes of Section 26(d) of the Rules of
Fair Practice of the National Association of Securities Dealers, Inc. Overhead
and other expenses of ISI related to its "distribution activities" or "service
activities," including telephone and other communications expenses, may be
included in the information regarding amounts expended for such activities.
7. This Plan may be terminated at any time by vote of the Board, by vote of
a majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class C shares of the Portfolio.
8. This Plan may not be amended to increase materially the amount of fees
provided for in paragraph 1 hereof unless such amendment is approved by a vote
of a majority of the outstanding voting securities of the Class C shares of the
Portfolio, and no material amendment to the Plan shall be made unless approved
in the manner provided for approval and annual renewal in paragraph 5 hereof.
9. The amount of the fees payable by the Portfolio to ISI under paragraph 1
hereof and the Underwriting Agreement is not related directly to expenses
incurred by ISI on behalf of the Portfolio in serving as Distributor of the
Class C shares, and paragraph 2 hereof and the Underwriting Agreement do not
obligate the Fund to reimburse ISI for such expenses. The fee set forth in
paragraph 1 hereof will be paid by the Portfolio to ISI unless and until either
the Plan or the Underwriting Agreement is terminated or not renewed with respect
to the Class C shares. If either the Plan or the Underwriting Agreement is
terminated or not renewed with respect to the Class C shares, any distribution
expenses incurred by ISI on behalf of the Class C shares of the Portfolio in
excess of the payments of the fees specified in paragraph 1 hereof and the
Underwriting Agreement which ISI has received or accrued through the termination
date are the sole responsibility and liability of ISI, and are not obligations
of the Fund.
10. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Fund shall be committed to the discretion
of the Trustees who are not interested persons of the Fund.
- 2 -
<PAGE>
11. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
12. The Fund shall preserve copies of this Plan (including any amendments
thereto) and any related agreements and all reports made pursuant to paragraph 6
hereof for a period of not less than six years from the date of this Plan, the
first two years in an easily accessible place.
IN WITNESS WHEREOF, the Fund has executed this Plan of Distribution on the
day and year set forth below in Largo, Florida.
Dated as of September 30, 1994.
ATTEST: IDEX II SERIES FUND
/s/ Becky A. Ferrell /s/ G. John Hurley
_________________________ By: _______________________
Becky A. Ferrell, Secretary G. John Hurley
President and Chief Executive Officer
- 3 -
<PAGE>
CLASS A SHARES
IDEX II FLEXIBLE INCOME PORTFOLIO
a series of
IDEX II SERIES FUND
PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
UNDER THE INVESTMENT COMPANY ACT OF 1940
AS AMENDED AND RESTATED
WHEREAS, IDEX II Series Fund (the "Fund") is registered under the
Investment Company Act of 1940, as amended ("1940 Act"), as an open-end
management investment company, and offers for public sale shares of beneficial
interest; and
WHEREAS, the Fund adopted a Plan of Distribution ("Plan") pursuant to Rule
12b-1 under the 1940 Act applicable to IDEX II Flexible Income Portfolio (the
"Portfolio"), a series of shares of the Fund, effective October 1 , 1993; and
WHEREAS, the Fund has entered into an Underwriting Agreement ("Underwriting
Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which ISI serves as
Distributor of the various series and classes of shares of the Fund during the
continuous offering of its shares;
WHEREAS, effective October 1 , 1993, the shares of the Portfolio
outstanding as of that date have been redesignated as Class A shares of the
Portfolio;
WHEREAS, the Fund desires to restate the Plan to reflect the designation of
Class A shares of the Portfolio and other non-material modifications;
NOW THEREFORE, the Fund hereby adopts this restated Plan with respect to
the Class A shares of the Portfolio, in accordance with Rule 12b-1 under the
1940 Act.
1. A. The Portfolio is authorized to pay to ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class A shares, a distribution fee at
the rate of up to 0.35% on an annualized basis of the average daily net assets
of the Portfolio's Class A shares. Such fee shall be calculated and accrued
daily and paid monthly or at such other intervals as the Fund and ISI shall
agree.
B. The Portfolio is authorized to pay to ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class A shares, a service fee at the
rate of up to 0.25% on an annualized basis of the average daily net assets of
the Portfolio's Class A shares. Such fee shall be calculated and accrued daily
and paid monthly or at such other intervals as the Fund and ISI shall agree.
C. To the extent that the Portfolio pays a service fee pursuant to
paragraph 1B of this Plan, the amount available to be paid pursuant to paragraph
1A of this Plan shall be reduced pro tanto, so that the total fees payable under
this Plan by the Portfolio with respect to its Class A shares shall not exceed
the rate of 0.35% on an annual basis of the average daily net assets of the
Portfolio's Class A shares.
1
D. The Portfolio may pay a distribution or service fee to ISI at a lesser
rate than the fees specified in paragraphs 1A and 1B, respectively, of this
Plan, in either case as agreed upon by the Fund and ISI and as approved in the
manner specified in paragraph 4 of this Plan.
2. As Distributor of the Class A shares of the Portfolio, ISI may spend
such amounts as it deems appropriate on any activities or expenses primarily
intended to result in the sale of the Class A shares of the Portfolio or the
servicing and/or maintenance of Class A shareholder accounts, including, but not
limited to: compensation to employees of ISI; compensation to and expenses,
including overhead and telephone expenses, of ISI and other selected dealers who
engage in or support the distribution of shares or who service shareholder
accounts; the costs of printing and distributing prospectuses, statements of
additional information and reports for other than existing shareholders; and the
costs of preparing, printing and distributing sales literature and advertising
materials.
3. This Plan shall not take effect with respect to the Class A shares of
the Portfolio unless it first has been approved, together with any related
agreements, by votes of a majority of both (a) the Board and (b) those Trustees
of the Fund who are not "interested persons" of the Fund and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related thereto ("Independent Trustees"), cast in person at a meeting or
(meetings) called for the purpose of voting on such approval; and until the
Trustees who approve the Plan's taking effect have reached the conclusion
required by Rule 12b-1(e) under the 1940 Act.
4. If approved as set forth in paragraph 3, this Plan shall continue
thereafter in full force and effect with respect to the Class A shares of the
Portfolio for so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in paragraph 3.
5. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 5, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 5, to the Board in support of the service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean any
activities in connection with ISI's performance of its obligations under this
Plan or the Underwriting Agreement that are not deemed "service activities."
"Service activities" shall mean activities in connection with the provision by
ISI or other entity of personal service and/or the maintenance of shareholder
accounts with respect to the Class A shares of the Portfolio, within the meaning
of the definition of "service fee" for purposes of Section 26(d) of the Rules of
Fair Practice of the National Association of Securities Dealers, Inc. Overhead
and other expenses of ISI related to its "distribution activities" or "service
activities," including telephone and other communications expenses, may be
included in the information regarding amounts expended for such activities.
2
<PAGE>
6. This Plan may be terminated at any time by vote of the Board, by vote of
a majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class A shares of the Portfolio.
7. This Plan may not be amended to increase materially the amount of fees
provided for in paragraph 1 hereof unless such amendment is approved by a vote
of a majority of the outstanding voting securities of the Class A shares of the
Portfolio, and no material amendment to the Plan shall be made unless approved
in the manner provided for approval and annual renewal in paragraph 4 hereof.
8. The amount of the fees payable by the Portfolio to ISI under paragraph 1
hereof and the Underwriting Agreement is not related directly to expenses
incurred by ISI on behalf of the Portfolio in serving as Distributor of the
Class A shares, and paragraph 2 hereof and the Underwriting Agreement do not
obligate the Fund to reimburse ISI for such expenses. The fee set forth in
paragraph 1 hereof will be paid by the Portfolio to ISI unless and until either
the Plan or the Underwriting Agreement is terminated or not renewed with respect
to the Class A shares. If either the Plan or the Underwriting Agreement is
terminated or not renewed with respect to the Class A shares, any distribution
expenses incurred by ISI on behalf of the Class A shares of the Portfolio in
excess of the payments of the fees specified in paragraph 1 hereof and the
Underwriting Agreement which ISI has received or accrued through the termination
date are the sole responsibility and liability of ISI, and are not obligations
of the Fund.
9. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Fund shall be committed to the discretion
of the Trustees who are not interested persons of the Fund.
10. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
11. The Fund shall preserve copies of this Plan (including any amendments
thereto) and any related agreements and all reports made pursuant to paragraph 5
hereof for a period of not less than six years from the date of this Plan, the
first two years in an easily accessible place.
IN WITNESS WHEREOF, the Fund has executed this Plan of Distribution on the
day and year set forth below in Largo, Florida.
Date: October 1 , 1993
ATTEST: IDEX II SERIES FUND
/s/ Pamela C. Dils /s/ G. John Hurley
_________________________ By: _______________________
Pamela C. Dils, Secretary G. John Hurley
President and Chief Executive Officer
3
<PAGE>
CLASS B SHARES
IDEX II FLEXIBLE INCOME PORTFOLIO
a series of
IDEX II SERIES FUND
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, IDEX II Series Fund (the "Fund") is registered under the
Investment Company Act of 1940, as amended ("1940 Act"), as an open-end
management investment company, and offers for public sale shares of beneficial
interest; and
WHEREAS, the Fund desires to adopt a Plan of Distribution ("Plan") pursuant
to Rule 12b-1 under the 1940 Act applicable to the Class B shares of IDEX II
Flexible Income Portfolio (the "Portfolio"), a series of shares of the Fund; and
WHEREAS, the Fund has entered into an Underwriting Agreement ("Underwriting
Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which ISI serves as
Distributor of the various series and classes of shares of the Fund during the
continuous offering of its shares;
NOW THEREFORE, the Fund hereby adopts this Plan with respect to the Class B
shares of the Portfolio in accordance with Rule 12b-1 under the 1940 Act.
1. (A). The Portfolio is authorized to pay to ISI, as compensation for
ISI's services as Distributor of the Portfolio's Class B shares, a distribution
fee at the rate of up to 0.75% on an annualized basis of the average daily net
assets of the Portfolio's Class B shares. Such fee shall be calculated and
accrued daily and paid monthly or at such other intervals as the Fund and ISI
shall agree.
(B). The Portfolio is authorized to pay to ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class B shares, a service fee at the
rate of up to 0.25% on an annualized basis of the average daily net assets of
the Portfolio's Class B shares. Such fee shall be calculated and accrued daily
and paid monthly or at such other intervals as the Fund and ISI shall agree.
(C). The total fees payable under this Plan by the Portfolio with respect
to its Class B shares shall not exceed the maximum rate of 1.00% on an annual
basis of the average daily net assets of the Portfolio's Class B shares.
(D). The Portfolio may pay a distribution or service fee to ISI at a lesser
rate than the fees specified in paragraphs 1(A) and 1(B), respectively, of this
Plan, in either case as agreed upon by the Fund and ISI and as approved in the
manner specified in paragraph 4 of this Plan.
2. As Distributor of the Class B shares of the Portfolio, ISI may spend
such amounts as it deems appropriate on any activities or expenses primarily
intended to result in the sale of the Class B shares of the Portfolio or the
servicing and/or maintenance of Class B shareholder accounts, including, but not
limited to: compensation to employees of ISI; compensation to and expenses,
including overhead and telephone expenses, of ISI and other selected dealers who
engage in or support the distribution of shares or who service shareholder
accounts; the costs of printing and distributing prospectuses, statements of
additional information and reports for other than existing shareholders; and the
costs of preparing, printing and distributing sales literature and advertising
materials.
3. This Plan shall not take effect unless it first has been approved by a
vote of a majority of the outstanding voting securities of the Class B shares of
the Portfolio.
4. This Plan shall not take effect with respect to the Class B shares of
the Portfolio unless it first has been approved, together with any related
agreements, by votes of a majority of both (a) the Board and (b) those Trustees
of
1
<PAGE>
the Fund who are not "interested persons" of the Fund and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related thereto ("Independent Trustees"), cast in person at a meeting or
(meetings) called for the purpose of voting on such approval; and until the
Trustees who approve the Plan's taking effect have reached the conclusion
required by Rule 12b-1(e) under the 1940 Act.
5. If approved as set forth in paragraphs 3 and 4, this Plan shall continue
thereafter in full force and effect with respect to the Class B shares of the
Portfolio for so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in paragraph 4.
6. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 6, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 6, to the Board in support of the service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean any
activities in connection with ISI's performance of its obligations under this
Plan or the Underwriting Agreement that are not deemed "service activities."
"Service activities" shall mean activities in connection with the provision by
ISI or other entity of personal service and/or the maintenance of shareholder
accounts with respect to the Class B shares of the Portfolio, within the meaning
of the definition of "service fee" for purposes of Section 26(d) of the Rules of
Fair Practice of the National Association of Securities Dealers, Inc. Overhead
and other expenses of ISI related to its "distribution activities" or "service
activities," including telephone and other communications expenses, may be
included in the information regarding amounts expended for such activities.
7. This Plan may be terminated at any time by vote of the Board, by vote of
a majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class B shares of the Portfolio.
8. This Plan may not be amended to increase materially the amount of fees
provided for in paragraph 1 hereof unless such amendment is approved by a vote
of a majority of the outstanding voting securities of the Class B shares of the
Portfolio, and no material amendment to the Plan shall be made unless approved
in the manner provided for approval and annual renewal in paragraph 5 hereof.
9. The amount of the fees payable by the Portfolio to ISI under paragraph 1
hereof and the Underwriting Agreement is not related directly to expenses
incurred by ISI on behalf of the Portfolio in serving as Distributor of the
Class B shares, and paragraph 2 hereof and the Underwriting Agreement do not
obligate the Fund to reimburse ISI for such expenses. The fee set forth in
paragraph 1 hereof will be paid by the Portfolio to ISI unless and until either
the Plan or the Underwriting Agreement is terminated or not renewed with respect
to the Class B shares. If either the Plan or the Underwriting Agreement is
terminated or not renewed with respect to the Class B shares, any distribution
expenses incurred by ISI on behalf of the Class B shares of the Portfolio in
excess of the payments of the fees specified in paragraph 1 hereof and the
Underwriting Agreement which ISI has received or accrued through the termination
date are the sole responsibility and liability of ISI, and are not obligations
of the Fund.
10. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Fund shall be committed to the discretion
of the Trustees who are not interested persons of the Fund.
11. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
12. The Fund shall preserve copies of this Plan (including any amendments
thereto) and any related agreements and all reports made pursuant to paragraph 6
hereof for a period of not less than six years from the date of this Plan, the
first two years in an easily accessible place.
2
<PAGE>
IN WITNESS WHEREOF, the Fund has executed this Plan of Distribution on the
day and year set forth below in Largo, Florida.
Dated as of June 1, 1995
ATTEST: IDEX II SERIES FUND
/s/ Becky A. Ferrell /s/ G. John Hurley
_________________________ By: _________________________________________
Becky A. Ferrell, Secretary G. John Hurley
President and Chief Executive Officer
3
<PAGE>
CLASS C SHARES
IDEX II FLEXIBLE INCOME PORTFOLIO
a series of
IDEX II SERIES FUND
PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, IDEX II Series Fund (the "Fund") is registered under the
Investment Company Act of 1940, as amended ("1940 Act"), as an open-end
management investment company, and offers for public sale shares of beneficial
interest; and
WHEREAS, the Fund desires to adopt a Plan of Distribution ("Plan") pursuant
to Rule 12b-1 under the 1940 Act applicable to the Class C shares of IDEX II
Flexible Income Portfolio (the "Portfolio"), a series of shares of the Fund; and
WHEREAS, the Fund has entered into an Underwriting Agreement ("Underwriting
Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which ISI serves as
Distributor of the various series and classes of shares of the Fund during the
continuous offering of its shares;
NOW THEREFORE, the Fund hereby adopts this Plan with respect to the Class C
shares of the Portfolio in accordance with Rule 12b-1 under the 1940 Act.
1. A. The Portfolio is authorized to pay to ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class C shares, a distribution fee at
the rate of up to 0.75% on an annualized basis of the average daily net assets
of the Portfolio's Class C shares. Such fee shall be calculated and accrued
daily and paid monthly or at such other intervals as the Fund and ISI shall
agree.
B. The Portfolio is authorized to pay ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class C shares, a service fee at the
rate of up to 0.25% on an annualized basis of the average daily net assets of
the Portfolio's Class C shares. Such fee shall be calculated and accrued daily
and paid monthly or at such other intervals as the Fund and ISI shall agree.
C. The total fees payable under this Plan by the Portfolio with respect to
its Class C shares shall not exceed the maximum rate of 0.90% on an annual basis
of the average daily net assets of the Portfolio's Class C shares. To the extent
the sum of any service fee paid under Paragraph 1B plus the distribution fee
paid under paragraph 1A would otherwise exceed such maximum rate of 0.90%, the
distribution fee paid under paragraph 1A shall be reduced pro tanto so that such
maximum rate is not exceeded.
1
<PAGE>
D. The Portfolio may pay a distribution or service fee to ISI at a lesser
rate than the fees specified in paragraphs 1A and 1B, respectively, of this
Plan, in either case as agreed upon by the Fund and ISI and as approved in the
manner specified in paragraph 4 of this Plan.
2. As Distributor of the Class C shares of the Portfolio, ISI may spend
such amounts as it deems appropriate on any activities or expenses primarily
intended to result in the sale of the Class C shares of the Portfolio or the
servicing and/or maintenance of Class C shareholder accounts, including, but not
limited to: compensation to employees of ISI; compensation to and expenses,
including overhead and telephone expenses, of ISI and other selected dealers who
engage in or support the distribution of shares or who service shareholder
accounts; the costs of printing and distributing prospectuses, statements of
additional information and reports for other than existing shareholders; and the
costs of preparing, printing and distributing sales literature and advertising
materials.
3. This Plan shall not take effect unless it first has been approved by a
vote of a majority of the outstanding voting securities of the Class C shares of
the Portfolio.
4. This Plan shall not take effect with respect to the Class C shares of
the Portfolio unless it first has been approved, together with any related
agreements, by votes of a majority of both (a) the Board and (b) those Trustees
of the Fund who are not "interested persons" of the Fund and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related thereto ("Independent Trustees"), cast in person at a meeting or
(meetings) called for the purpose of voting on such approval; and until the
Trustees who approve the Plan's taking effect have reached the conclusion
required by Rule 12b-1(e) under the 1940 Act.
5. If approved as set forth in paragraphs 3 and 4, this Plan shall continue
thereafter in full force and effect with respect to the Class C shares of the
Portfolio for so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in paragraph 4.
6. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 6, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 6, to the Board in support of the service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean any
activities in connection with ISI's performance of its obligations under this
Plan or the Underwriting Agreement that are not deemed "service activities."
"Service activities" shall mean activities in connection with the provision by
ISI or other entity of personal service and/or the maintenance of shareholder
2
<PAGE>
accounts with respect to the Class C shares of the Portfolio, within the meaning
of the definition of "service fee" for purposes of Section 26(d) of the Rules of
Fair Practice of the National Association of Securities Dealers, Inc. Overhead
and other expenses of ISI related to its "distribution activities" or "service
activities," including telephone and other communications expenses, may be
included in the information regarding amounts expended for such activities.
7. This Plan may be terminated at any time by vote of the Board, by vote of
a majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class C shares of the Portfolio.
8. This Plan may not be amended to increase materially the amount of fees
provided for in paragraph 1 hereof unless such amendment is approved by a vote
of a majority of the outstanding voting securities of the Class C shares of the
Portfolio, and no material amendment to the Plan shall be made unless approved
in the manner provided for approval and annual renewal in paragraph 5 hereof.
9. The amount of the fees payable by the Portfolio to ISI under paragraph 1
hereof and the Underwriting Agreement is not related directly to expenses
incurred by ISI on behalf of the Portfolio in serving as Distributor of the
Class C shares, and paragraph 2 hereof and the Underwriting Agreement do not
obligate the Fund to reimburse ISI for such expenses. The fee set forth in
paragraph 1 hereof will be paid by the Portfolio to ISI unless and until either
the Plan or the Underwriting Agreement is terminated or not renewed with respect
to the Class C shares. If either the Plan or the Underwriting Agreement is
terminated or not renewed with respect to the Class C shares, any distribution
expenses incurred by ISI on behalf of the Class C shares of the Portfolio in
excess of the payments of the fees specified in paragraph 1 hereof and the
Underwriting Agreement which ISI has received or accrued through the termination
date are the sole responsibility and liability of ISI, and are not obligations
of the Fund.
10. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Fund shall be committed to the discretion
of the Trustees who are not interested persons of the Fund.
11. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
12. The Fund shall preserve copies of this Plan (including any amendments
thereto) and any related agreements and all reports made pursuant to paragraph 6
hereof for a period of not less than six years from the date of this Plan, the
first two years in an easily accessible place.
3
<PAGE>
IN WITNESS WHEREOF, the Fund has executed this Plan of Distribution on the
day and year set forth below in Largo, Florida.
Date: October 1 , 1993
ATTEST: IDEX II SERIES FUND
/s/ Pamela C. Dils /s/ G. John Hurley
_________________________ By:_______________________
Pamela C. Dils, Secretary G. John Hurley
President and Chief Executive Officer
4
<PAGE>
CLASS A SHARES
IDEX II INCOME PLUS PORTFOLIO
A SERIES OF
IDEX II SERIES FUND
PLAN OF DISTRIBUTION PURSUANT TO RULE 12B-1
UNDER THE INVESTMENT COMPANY ACT OF 1940
AS AMENDED AND RESTATED
WHEREAS, IDEX II Series Fund (the "Fund") is registered under the
Investment Company Act of 1940, as amended ("1940 Act"), as an open-end
management investment company, and offers for public sale shares of beneficial
interest; and
WHEREAS, the Fund adopted a Plan of Distribution ("Plan") pursuant to Rule
12b-1 under the 1940 Act applicable to IDEX II Income Plus Portfolio (the
"Portfolio"), a series of shares of the Fund, effective October 1 , 1993; and
WHEREAS, the Fund has entered into an Underwriting Agreement ("Underwriting
Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which ISI serves as
Distributor of the various series and classes of shares of the Fund during the
continuous offering of its shares;
WHEREAS, effective October 1 , 1993, the shares of the Portfolio
outstanding as of that date have been redesignated as Class A shares of the
Portfolio;
WHEREAS, the Fund desires to restate the Plan to reflect the designation of
Class A shares of the Portfolio and other non-material modifications;
NOW THEREFORE, the Fund hereby adopts this restated Plan with respect to
the Class A shares of the Portfolio, in accordance with Rule 12b-1 under the
1940 Act.
1. A. The Portfolio is authorized to pay to ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class A shares, a distribution fee at
the rate of up to 0.35% on an annualized basis of the average daily net assets
of the Portfolio's Class A shares. Such fee shall be calculated and accrued
daily and paid monthly or at such other intervals as the Fund and ISI shall
agree.
B. The Portfolio is authorized to pay to ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class A shares, a service fee at the
rate of up to 0.25% on an annualized basis of the average daily net assets of
the Portfolio's Class A shares. Such fee shall be calculated and accrued daily
and paid monthly or at such other intervals as the Fund and ISI shall agree.
C. To the extent that the Portfolio pays a service fee pursuant to
paragraph 1B of this Plan, the amount available to be paid pursuant to paragraph
1A of this Plan shall be reduced pro tanto, so that the total fees payable under
this Plan by the Portfolio with respect to its Class A shares
1
<PAGE>
shall not exceed the rate of 0.35% on an annual basis of the average daily net
assets of the Portfolio's Class A shares.
D. The Portfolio may pay a distribution or service fee to ISI at a lesser
rate than the fees specified in paragraphs 1A and 1B, respectively, of this
Plan, in either case as agreed upon by the Fund and ISI and as approved in the
manner specified in paragraph 4 of this Plan.
2. As Distributor of the Class A shares of the Portfolio, ISI may spend
such amounts as it deems appropriate on any activities or expenses primarily
intended to result in the sale of the Class A shares of the Portfolio or the
servicing and/or maintenance of Class A shareholder accounts, including, but not
limited to: compensation to employees of ISI; compensation to and expenses,
including overhead and telephone expenses, of ISI and other selected dealers who
engage in or support the distribution of shares or who service shareholder
accounts; the costs of printing and distributing prospectuses, statements of
additional information and reports for other than existing shareholders; and the
costs of preparing, printing and distributing sales literature and advertising
materials.
3. This Plan shall not take effect with respect to the Class A shares of
the Portfolio unless it first has been approved, together with any related
agreements, by votes of a majority of both (a) the Board and (b) those Trustees
of the Fund who are not "interested persons" of the Fund and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related thereto ("Independent Trustees"), cast in person at a meeting or
(meetings) called for the purpose of voting on such approval; and until the
Trustees who approve the Plan's taking effect have reached the conclusion
required by Rule 12b-1(e) under the 1940 Act.
4. If approved as set forth in paragraph 3, this Plan shall continue
thereafter in full force and effect with respect to the Class A shares of the
Portfolio for so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in paragraph 3.
5. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 5, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 5, to the Board in support of the service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean any
activities in connection with ISI's performance of its obligations under this
Plan or the Underwriting Agreement that are not deemed "service activities."
"Service activities" shall mean activities in connection with the provision by
ISI or other entity of personal service and/or the maintenance of shareholder
accounts with respect to the Class A shares of the Portfolio, within the meaning
of the definition of "service fee" for purposes of Section 26(d) of the Rules of
Fair Practice of the National Association of Securities Dealers, Inc. Overhead
and other expenses of ISI related to its "distribution activities" or "service
activities," including telephone and other communications expenses, may be
included in the information regarding amounts expended for such activities.
2
<PAGE>
6. This Plan may be terminated at any time by vote of the Board, by vote of
a majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class A shares of the Portfolio.
7. This Plan may not be amended to increase materially the amount of fees
provided for in paragraph 1 hereof unless such amendment is approved by a vote
of a majority of the outstanding voting securities of the Class A shares of the
Portfolio, and no material amendment to the Plan shall be made unless approved
in the manner provided for approval and annual renewal in paragraph 4 hereof.
8. The amount of the fees payable by the Portfolio to ISI under paragraph 1
hereof and the Underwriting Agreement is not related directly to expenses
incurred by ISI on behalf of the Portfolio in serving as Distributor of the
Class A shares, and paragraph 2 hereof and the Underwriting Agreement do not
obligate the Fund to reimburse ISI for such expenses. The fee set forth in
paragraph 1 hereof will be paid by the Portfolio to ISI unless and until either
the Plan or the Underwriting Agreement is terminated or not renewed with respect
to the Class A shares. If either the Plan or the Underwriting Agreement is
terminated or not renewed with respect to the Class A shares, any distribution
expenses incurred by ISI on behalf of the Class A shares of the Portfolio in
excess of the payments of the fees specified in paragraph 1 hereof and the
Underwriting Agreement which ISI has received or accrued through the termination
date are the sole responsibility and liability of ISI, and are not obligations
of the Fund.
9. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Fund shall be committed to the discretion
of the Trustees who are not interested persons of the Fund.
10. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
11. The Fund shall preserve copies of this Plan (including any amendments
thereto) and any related agreements and all reports made pursuant to paragraph 5
hereof for a period of not less than six years from the date of this Plan, the
first two years in an easily accessible place.
IN WITNESS WHEREOF, the Fund has executed this Plan of Distribution on the
day and year set forth below in Largo, Florida.
Date: October 1 , 1993
ATTEST: IDEX II SERIES FUND
/S/ PAMELA C. DILS /S/ G. JOHN HURLEY
_________________________ By: _______________________
Pamela C. Dils, Secretary G. John Hurley
President and Chief
Executive Officer
3
<PAGE>
CLASS B SHARES
IDEX II INCOME PLUS PORTFOLIO
A SERIES OF
IDEX II SERIES FUND
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, IDEX II Series Fund (the "Fund") is registered under the
Investment Company Act of 1940, as amended ("1940 Act"), as an open-end
management investment company, and offers for public sale shares of beneficial
interest; and
WHEREAS, the Fund desires to adopt a Plan of Distribution ("Plan") pursuant
to Rule 12b-1 under the 1940 Act applicable to the Class B shares of IDEX II
Income Plus Portfolio (the "Portfolio"), a series of shares of the Fund; and
WHEREAS, the Fund has entered into an Underwriting Agreement ("Underwriting
Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which ISI serves as
Distributor of the various series and classes of shares of the Fund during the
continuous offering of its shares;
NOW THEREFORE, the Fund hereby adopts this Plan with respect to the Class B
shares of the Portfolio in accordance with Rule 12b-1 under the 1940 Act.
1. (A). The Portfolio is authorized to pay to ISI, as compensation for
ISI's services as Distributor of the Portfolio's Class B shares, a distribution
fee at the rate of up to 0.75% on an annualized basis of the average daily net
assets of the Portfolio's Class B shares. Such fee shall be calculated and
accrued daily and paid monthly or at such other intervals as the Fund and ISI
shall agree.
(B). The Portfolio is authorized to pay to ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class B shares, a service fee at the
rate of up to 0.25% on an annualized basis of the average daily net assets of
the Portfolio's Class B shares. Such fee shall be calculated and accrued daily
and paid monthly or at such other intervals as the Fund and ISI shall agree.
(C). The total fees payable under this Plan by the Portfolio with respect
to its Class B shares shall not exceed the maximum rate of 1.00% on an annual
basis of the average daily net assets of the Portfolio's Class B shares.
(D). The Portfolio may pay a distribution or service fee to ISI at a lesser
rate than the fees specified in paragraphs 1(A) and 1(B), respectively, of this
Plan, in either case as agreed upon by the Fund and ISI and as approved in the
manner specified in paragraph 4 of this Plan.
2. As Distributor of the Class B shares of the Portfolio, ISI may spend
such amounts as it deems appropriate on any activities or expenses primarily
intended to result in the sale of the Class B shares of the Portfolio or the
servicing and/or maintenance of Class B shareholder accounts, including, but not
limited to: compensation to employees of ISI; compensation to and expenses,
including overhead and telephone expenses, of ISI and other selected dealers who
engage in or support the distribution of shares or who service shareholder
accounts; the costs of printing and distributing prospectuses, statements of
additional information and reports for other than existing shareholders; and the
costs of preparing, printing and distributing sales literature and advertising
materials.
3. This Plan shall not take effect unless it first has been approved by a
vote of a majority of the outstanding voting securities of the Class B shares of
the Portfolio.
4. This Plan shall not take effect with respect to the Class B shares of
the Portfolio unless it first has been approved, together with any related
agreements, by votes of a majority of both (a) the Board and (b) those Trustees
of the Fund who are not "interested persons" of the Fund and have no
1
<PAGE>
direct or indirect financial interest in the operation of this Plan or any
agreements related thereto ("Independent Trustees"), cast in person at a meeting
or (meetings) called for the purpose of voting on such approval; and until the
Trustees who approve the Plan's taking effect have reached the conclusion
required by Rule 12b-1(e) under the 1940 Act.
5. If approved as set forth in paragraphs 3 and 4, this Plan shall continue
thereafter in full force and effect with respect to the Class B shares of the
Portfolio for so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in paragraph 4.
6. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 6, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 6, to the Board in support of the service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean any
activities in connection with ISI's performance of its obligations under this
Plan or the Underwriting Agreement that are not deemed "service activities."
"Service activities" shall mean activities in connection with the provision by
ISI or other entity of personal service and/or the maintenance of shareholder
accounts with respect to the Class B shares of the Portfolio, within the meaning
of the definition of "service fee" for purposes of Section 26(d) of the Rules of
Fair Practice of the National Association of Securities Dealers, Inc. Overhead
and other expenses of ISI related to its "distribution activities" or "service
activities," including telephone and other communications expenses, may be
included in the information regarding amounts expended for such activities.
7. This Plan may be terminated at any time by vote of the Board, by vote of
a majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class B shares of the Portfolio.
8. This Plan may not be amended to increase materially the amount of fees
provided for in paragraph 1 hereof unless such amendment is approved by a vote
of a majority of the outstanding voting securities of the Class B shares of the
Portfolio, and no material amendment to the Plan shall be made unless approved
in the manner provided for approval and annual renewal in paragraph 5 hereof.
9. The amount of the fees payable by the Portfolio to ISI under paragraph 1
hereof and the Underwriting Agreement is not related directly to expenses
incurred by ISI on behalf of the Portfolio in serving as Distributor of the
Class B shares, and paragraph 2 hereof and the Underwriting Agreement do not
obligate the Fund to reimburse ISI for such expenses. The fee set forth in
paragraph 1 hereof will be paid by the Portfolio to ISI unless and until either
the Plan or the Underwriting Agreement is terminated or not renewed with respect
to the Class B shares. If either the Plan or the Underwriting Agreement is
terminated or not renewed with respect to the Class B shares, any distribution
expenses incurred by ISI on behalf of the Class B shares of the Portfolio in
excess of the payments of the fees specified in paragraph 1 hereof and the
Underwriting Agreement which ISI has received or accrued through the termination
date are the sole responsibility and liability of ISI, and are not obligations
of the Fund.
10. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Fund shall be committed to the discretion
of the Trustees who are not interested persons of the Fund.
11. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
2
<PAGE>
12. The Fund shall preserve copies of this Plan (including any amendments
thereto) and any related agreements and all reports made pursuant to paragraph 6
hereof for a period of not less than six years from the date of this Plan, the
first two years in an easily accessible place.
IN WITNESS WHEREOF, the Fund has executed this Plan of Distribution on the
day and year set forth below in Largo, Florida.
Dated as of June 1, 1995.
ATTEST: IDEX II SERIES FUND
/S/ BECKY A. FERRELL G. JOHN HURLEY
_________________________ By: __________________________________
Becky A. Ferrell, Secretary G. John Hurley
President and Chief Executive Officer
3
<PAGE>
CLASS C SHARES
IDEX II INCOME PLUS PORTFOLIO
A SERIES OF
IDEX II SERIES FUND
PLAN OF DISTRIBUTION PURSUANT TO RULE 12B-1
UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, IDEX II Series Fund (the "Fund") is registered under the
Investment Company Act of 1940, as amended ("1940 Act"), as an open-end
management investment company, and offers for public sale shares of beneficial
interest; and
WHEREAS, the Fund desires to adopt a Plan of Distribution ("Plan") pursuant
to Rule 12b-1 under the 1940 Act applicable to the Class C shares of IDEX II
Income Plus Portfolio (the "Portfolio"), a series of shares of the Fund; and
WHEREAS, the Fund has entered into an Underwriting Agreement ("Underwriting
Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which ISI serves as
Distributor of the various series and classes of shares of the Fund during the
continuous offering of its shares;
NOW THEREFORE, the Fund hereby adopts this Plan with respect to the Class C
shares of the Portfolio in accordance with Rule 12b-1 under the 1940 Act.
1. A. The Portfolio is authorized to pay to ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class C shares, a distribution fee at
the rate of up to 0.75% on an annualized basis of the average daily net assets
of the Portfolio's Class C shares. Such fee shall be calculated and accrued
daily and paid monthly or at such other intervals as the Fund and ISI shall
agree.
B. The Portfolio is authorized to pay ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class C shares, a service fee at the
rate of up to 0.25% on an annualized basis of the average daily net assets of
the Portfolio's Class C shares. Such fee shall be calculated and accrued daily
and paid monthly or at such other intervals as the Fund and ISI shall agree.
C. The total fees payable under this Plan by the Portfolio with respect to
its Class C shares shall not exceed the maximum rate of 0.90% on an annual basis
of the average daily net assets of the Portfolio's Class C shares. To the extent
the sum of any service fee paid under Paragraph 1B plus the distribution fee
paid under paragraph 1A would otherwise exceed such maximum rate of 0.90%, the
distribution fee paid under paragraph 1A shall be reduced pro tanto so that such
maximum rate is not exceeded.
1
<PAGE>
D. The Portfolio may pay a distribution or service fee to ISI at a lesser
rate than the fees specified in paragraphs 1A and 1B, respectively, of this
Plan, in either case as agreed upon by the Fund and ISI and as approved in the
manner specified in paragraph 4 of this Plan.
2. As Distributor of the Class C shares of the Portfolio, ISI may spend
such amounts as it deems appropriate on any activities or expenses primarily
intended to result in the sale of the Class C shares of the Portfolio or the
servicing and/or maintenance of Class C shareholder accounts, including, but not
limited to: compensation to employees of ISI; compensation to and expenses,
including overhead and telephone expenses, of ISI and other selected dealers who
engage in or support the distribution of shares or who service shareholder
accounts; the costs of printing and distributing prospectuses, statements of
additional information and reports for other than existing shareholders; and the
costs of preparing, printing and distributing sales literature and advertising
materials.
3. This Plan shall not take effect unless it first has been approved by a
vote of a majority of the outstanding voting securities of the Class C shares of
the Portfolio.
4. This Plan shall not take effect with respect to the Class C shares of
the Portfolio unless it first has been approved, together with any related
agreements, by votes of a majority of both (a) the Board and (b) those Trustees
of the Fund who are not "interested persons" of the Fund and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related thereto ("Independent Trustees"), cast in person at a meeting or
(meetings) called for the purpose of voting on such approval; and until the
Trustees who approve the Plan's taking effect have reached the conclusion
required by Rule 12b-1(e) under the 1940 Act.
5. If approved as set forth in paragraphs 3 and 4, this Plan shall continue
thereafter in full force and effect with respect to the Class C shares of the
Portfolio for so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in paragraph 4.
6. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 6, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 6, to the Board in support of the service fee payable hereunder.
2
<PAGE>
For purposes of this Plan, "distribution activities" shall mean any
activities in connection with ISI's performance of its obligations under this
Plan or the Underwriting Agreement that are not deemed "service activities."
"Service activities" shall mean activities in connection with the provision by
ISI or other entity of personal service and/or the maintenance of shareholder
accounts with respect to the Class C shares of the Portfolio, within the meaning
of the definition of "service fee" for purposes of Section 26(d) of the Rules of
Fair Practice of the National Association of Securities Dealers, Inc. Overhead
and other expenses of ISI related to its "distribution activities" or "service
activities," including telephone and other communications expenses, may be
included in the information regarding amounts expended for such activities.
7. This Plan may be terminated at any time by vote of the Board, by vote of
a majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class C shares of the Portfolio.
8. This Plan may not be amended to increase materially the amount of fees
provided for in paragraph 1 hereof unless such amendment is approved by a vote
of a majority of the outstanding voting securities of the Class C shares of the
Portfolio, and no material amendment to the Plan shall be made unless approved
in the manner provided for approval and annual renewal in paragraph 5 hereof.
9. The amount of the fees payable by the Portfolio to ISI under paragraph 1
hereof and the Underwriting Agreement is not related directly to expenses
incurred by ISI on behalf of the Portfolio in serving as Distributor of the
Class C shares, and paragraph 2 hereof and the Underwriting Agreement do not
obligate the Fund to reimburse ISI for such expenses. The fee set forth in
paragraph 1 hereof will be paid by the Portfolio to ISI unless and until either
the Plan or the Underwriting Agreement is terminated or not renewed with respect
to the Class C shares. If either the Plan or the Underwriting Agreement is
terminated or not renewed with respect to the Class C shares, any distribution
expenses incurred by ISI on behalf of the Class C shares of the Portfolio in
excess of the payments of the fees specified in paragraph 1 hereof and the
Underwriting Agreement which ISI has received or accrued through the termination
date are the sole responsibility and liability of ISI, and are not obligations
of the Fund.
10. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Fund shall be committed to the discretion
of the Trustees who are not interested persons of the Fund.
11. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
12. The Fund shall preserve copies of this Plan (including any amendments
thereto) and any related agreements and all reports made pursuant to paragraph 6
hereof for a period of not less than six years from the date of this Plan, the
first two years in an easily accessible place.
3
<PAGE>
IN WITNESS WHEREOF, the Fund has executed this Plan of Distribution on the
day and year set forth below in Largo, Florida.
Date: October 1 , 1993
ATTEST: IDEX II SERIES FUND
/S/ PAMELA C. DILS /S/ G. JOHN HURLEY
_________________________ By: _______________________
Pamela C. Dils, Secretary G. John Hurley
President and Chief
Executive Officer
4
<PAGE>
CLASS A SHARES
IDEX II TAX-EXEMPT PORTFOLIO
A SERIES OF
IDEX II SERIES FUND
PLAN OF DISTRIBUTION PURSUANT TO RULE 12B-1
UNDER THE INVESTMENT COMPANY ACT OF 1940
AS AMENDED AND RESTATED
WHEREAS, IDEX II Series Fund (the "Fund") is registered under the
Investment Company Act of 1940, as amended ("1940 Act"), as an open-end
management investment company, and offers for public sale shares of beneficial
interest; and
WHEREAS, the Fund adopted a Plan of Distribution ("Plan") pursuant to Rule
12b-1 under the 1940 Act applicable to IDEX II Tax-Exempt Portfolio (the
"Portfolio"), a series of shares of the Fund, effective October 1 , 1993; and
WHEREAS, the Fund has entered into an Underwriting Agreement ("Underwriting
Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which ISI serves as
Distributor of the various series and classes of shares of the Fund during the
continuous offering of its shares;
WHEREAS, effective October 1 , 1993, the shares of the Portfolio
outstanding as of that date have been redesignated as Class A shares of the
Portfolio;
WHEREAS, the Fund desires to restate the Plan to reflect the designation of
Class A shares of the Portfolio and other non-material modifications;
NOW THEREFORE, the Fund hereby adopts this restated Plan with respect to
the Class A shares of the Portfolio, in accordance with Rule 12b-1 under the
1940 Act.
1. A. The Portfolio is authorized to pay to ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class A shares, a distribution fee at
the rate of up to 0.35% on an annualized basis of the average daily net assets
of the Portfolio's Class A shares. Such fee shall be calculated and accrued
daily and paid monthly or at such other intervals as the Fund and ISI shall
agree.
B. The Portfolio is authorized to pay to ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class A shares, a service fee at the
rate of up to 0.25% on an annualized
1
<PAGE>
basis of the average daily net assets of the Portfolio's Class A shares. Such
fee shall be calculated and accrued daily and paid monthly or at such other
intervals as the Fund and ISI shall agree.
C. To the extent that the Portfolio pays a service fee pursuant to
paragraph 1B of this Plan, the amount available to be paid pursuant to paragraph
1A of this Plan shall be reduced pro tanto, so that the total fees payable under
this Plan by the Portfolio with respect to its Class A shares shall not exceed
the rate of 0.35% on an annual basis of the average daily net assets of the
Portfolio's Class A shares.
D. The Portfolio may pay a distribution or service fee to ISI at a lesser
rate than the fees specified in paragraphs 1A and 1B, respectively, of this
Plan, in either case as agreed upon by the Fund and ISI and as approved in the
manner specified in paragraph 4 of this Plan.
2. As Distributor of the Class A shares of the Portfolio, ISI may spend
such amounts as it deems appropriate on any activities or expenses primarily
intended to result in the sale of the Class A shares of the Portfolio or the
servicing and/or maintenance of Class A shareholder accounts, including, but not
limited to: compensation to employees of ISI; compensation to and expenses,
including overhead and telephone expenses, of ISI and other selected dealers who
engage in or support the distribution of shares or who service shareholder
accounts; the costs of printing and distributing prospectuses, statements of
additional information and reports for other than existing shareholders; and the
costs of preparing, printing and distributing sales literature and advertising
materials.
3. This Plan shall not take effect with respect to the Class A shares of
the Portfolio unless it first has been approved, together with any related
agreements, by votes of a majority of both (a) the Board and (b) those Trustees
of the Fund who are not "interested persons" of the Fund and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related thereto ("Independent Trustees"), cast in person at a meeting or
(meetings) called for the purpose of voting on such approval; and until the
Trustees who approve the Plan's taking effect have reached the conclusion
required by Rule 12b-1(e) under the 1940 Act.
4. If approved as set forth in paragraph 3, this Plan shall continue
thereafter in full force and effect with respect to the Class A shares of the
Portfolio for so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in paragraph 3.
5. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 5, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 5, to the Board in support of the service fee payable hereunder.
2
<PAGE>
For purposes of this Plan, "distribution activities" shall mean any
activities in connection with ISI's performance of its obligations under this
Plan or the Underwriting Agreement that are not deemed "service activities."
"Service activities" shall mean activities in connection with the provision by
ISI or other entity of personal service and/or the maintenance of shareholder
accounts with respect to the Class A shares of the Portfolio, within the meaning
of the definition of "service fee" for purposes of Section 26(d) of the Rules of
Fair Practice of the National Association of Securities Dealers, Inc. Overhead
and other expenses of ISI related to its "distribution activities" or "service
activities," including telephone and other communications expenses, may be
included in the information regarding amounts expended for such activities.
6. This Plan may be terminated at any time by vote of the Board, by vote of
a majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class A shares of the Portfolio.
7. This Plan may not be amended to increase materially the amount of fees
provided for in paragraph 1 hereof unless such amendment is approved by a vote
of a majority of the outstanding voting securities of the Class A shares of the
Portfolio, and no material amendment to the Plan shall be made unless approved
in the manner provided for approval and annual renewal in paragraph 4 hereof.
8. The amount of the fees payable by the Portfolio to ISI under paragraph 1
hereof and the Underwriting Agreement is not related directly to expenses
incurred by ISI on behalf of the Portfolio in serving as Distributor of the
Class A shares, and paragraph 2 hereof and the Underwriting Agreement do not
obligate the Fund to reimburse ISI for such expenses. The fee set forth in
paragraph 1 hereof will be paid by the Portfolio to ISI unless and until either
the Plan or the Underwriting Agreement is terminated or not renewed with respect
to the Class A shares. If either the Plan or the Underwriting Agreement is
terminated or not renewed with respect to the Class A shares, any distribution
expenses incurred by ISI on behalf of the Class A shares of the Portfolio in
excess of the payments of the fees specified in paragraph 1 hereof and the
Underwriting Agreement which ISI has received or accrued through the termination
date are the sole responsibility and liability of ISI, and are not obligations
of the Fund.
9. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Fund shall be committed to the discretion
of the Trustees who are not interested persons of the Fund.
10. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
11. The Fund shall preserve copies of this Plan (including any amendments
thereto) and any related agreements and all reports made pursuant to paragraph 5
hereof for a period of not less than six years from the date of this Plan, the
first two years in an easily accessible place.
IN WITNESS WHEREOF, the Fund has executed this Plan of Distribution on the
day and year set forth below in Largo, Florida.
3
<PAGE>
Date: October 1 , 1993
ATTEST: IDEX II SERIES FUND
/S/ PAMELA C. DILS /S/ G. JOHN HURLEY
_________________________ By: _______________________
Pamela C. Dils, Secretary G. John Hurley
President and Chief
Executive Officer
4
<PAGE>
CLASS B SHARES
IDEX II TAX-EXEMPT PORTFOLIO
A SERIES OF
IDEX II SERIES FUND
PLAN OF DISTRIBUTION PURSUANT TO
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, IDEX II Series Fund (the "Fund") is registered under the
Investment Company Act of 1940, as amended ("1940 Act"), as an open-end
management investment company, and offers for public sale shares of beneficial
interest; and
WHEREAS, the Fund desires to adopt a Plan of Distribution ("Plan") pursuant
to Rule 12b-1 under the 1940 Act applicable to the Class B shares of IDEX II
Tax-Exempt Portfolio (the "Portfolio"), a series of shares of the Fund; and
WHEREAS, the Fund has entered into an Underwriting Agreement ("Underwriting
Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which ISI serves as
Distributor of the various series and classes of shares of the Fund during the
continuous offering of its shares;
NOW THEREFORE, the Fund hereby adopts this Plan with respect to the Class B
shares of the Portfolio in accordance with Rule 12b-1 under the 1940 Act.
1. (A). The Portfolio is authorized to pay to ISI, as compensation for
ISI's services as Distributor of the Portfolio's Class B shares, a distribution
fee at the rate of up to 0.75% on an annualized basis of the average daily net
assets of the Portfolio's Class B shares. Such fee shall be calculated and
accrued daily and paid monthly or at such other intervals as the Fund and ISI
shall agree.
(B). The Portfolio is authorized to pay to ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class B shares, a service fee at the
rate of up to 0.25% on an annualized basis of the average daily net assets of
the Portfolio's Class B shares. Such fee shall be calculated and accrued daily
and paid monthly or at such other intervals as the Fund and ISI shall agree.
(C). The total fees payable under this Plan by the Portfolio with respect
to its Class B shares shall not exceed the maximum rate of 1.00% on an annual
basis of the average daily net assets of the Portfolio's Class B shares.
(D). The Portfolio may pay a distribution or service fee to ISI at a lesser
rate than the fees specified in paragraphs 1(A) and 1(B), respectively, of this
Plan, in either case as agreed upon by the Fund and ISI and as approved in the
manner specified in paragraph 4 of this Plan.
2. As Distributor of the Class B shares of the Portfolio, ISI may spend
such amounts as it deems appropriate on any activities or expenses primarily
intended to result in the sale of the Class B shares of the Portfolio or the
servicing and/or maintenance of Class B shareholder accounts, including, but not
limited to: compensation to employees of ISI; compensation to and expenses,
including overhead and telephone expenses, of ISI and other selected dealers who
engage in or support the distribution of shares or who service shareholder
accounts; the costs of printing and distributing prospectuses, statements of
additional information and reports for other than existing shareholders; and the
costs of preparing, printing and distributing sales literature and advertising
materials.
3. This Plan shall not take effect unless it first has been approved by a
vote of a majority of the outstanding voting securities of the Class B shares of
the Portfolio.
4. This Plan shall not take effect with respect to the Class B shares of
the Portfolio unless it first has been approved, together with any related
agreements, by votes of a majority of both (a) the Board and (b) those Trustees
of the Fund who are not "interested persons" of the Fund and have no
1
<PAGE>
direct or indirect financial interest in the operation of this Plan or any
agreements related thereto ("Independent Trustees"), cast in person at a meeting
or (meetings) called for the purpose of voting on such approval; and until the
Trustees who approve the Plan's taking effect have reached the conclusion
required by Rule 12b-1(e) under the 1940 Act.
5. If approved as set forth in paragraphs 3 and 4, this Plan shall continue
thereafter in full force and effect with respect to the Class B shares of the
Portfolio for so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in paragraph 4.
6. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 6, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 6, to the Board in support of the service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean any
activities in connection with ISI's performance of its obligations under this
Plan or the Underwriting Agreement that are not deemed "service activities."
"Service activities" shall mean activities in connection with the provision by
ISI or other entity of personal service and/or the maintenance of shareholder
accounts with respect to the Class B shares of the Portfolio, within the meaning
of the definition of "service fee" for purposes of Section 26(d) of the Rules of
Fair Practice of the National Association of Securities Dealers, Inc. Overhead
and other expenses of ISI related to its "distribution activities" or "service
activities," including telephone and other communications expenses, may be
included in the information regarding amounts expended for such activities.
7. This Plan may be terminated at any time by vote of the Board, by vote of
a majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class B shares of the Portfolio.
8. This Plan may not be amended to increase materially the amount of fees
provided for in paragraph 1 hereof unless such amendment is approved by a vote
of a majority of the outstanding voting securities of the Class B shares of the
Portfolio, and no material amendment to the Plan shall be made unless approved
in the manner provided for approval and annual renewal in paragraph 5 hereof.
9. The amount of the fees payable by the Portfolio to ISI under paragraph 1
hereof and the Underwriting Agreement is not related directly to expenses
incurred by ISI on behalf of the Portfolio in serving as Distributor of the
Class B shares, and paragraph 2 hereof and the Underwriting Agreement do not
obligate the Fund to reimburse ISI for such expenses. The fee set forth in
paragraph 1 hereof will be paid by the Portfolio to ISI unless and until either
the Plan or the Underwriting Agreement is terminated or not renewed with respect
to the Class B shares. If either the Plan or the Underwriting Agreement is
terminated or not renewed with respect to the Class B shares, any distribution
expenses incurred by ISI on behalf of the Class B shares of the Portfolio in
excess of the payments of the fees specified in paragraph 1 hereof and the
Underwriting Agreement which ISI has received or accrued through the termination
date are the sole responsibility and liability of ISI, and are not obligations
of the Fund.
10. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Fund shall be committed to the discretion
of the Trustees who are not interested persons of the Fund.
11. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
2
<PAGE>
12. The Fund shall preserve copies of this Plan (including any amendments
thereto) and any related agreements and all reports made pursuant to paragraph 6
hereof for a period of not less than six years from the date of this Plan, the
first two years in an easily accessible place.
IN WITNESS WHEREOF, the Fund has executed this Plan of Distribution on the
day and year set forth below in Largo, Florida.
Dated as of June 1, 1995.
ATTEST: IDEX II SERIES FUND
/S/ BECKY A FERRELL G. JOHN HURLEY
_________________________ By: __________________________________
Becky A. Ferrell, Secretary G. John Hurley
President and Chief Executive Officer
3
<PAGE>
CLASS C SHARES
IDEX II TAX-EXEMPT PORTFOLIO
A SERIES OF
IDEX II SERIES FUND
PLAN OF DISTRIBUTION PURSUANT TO RULE 12B-1
UNDER THE INVESTMENT COMPANY ACT OF 1940
WHEREAS, IDEX II Series Fund (the "Fund") is registered under the
Investment Company Act of 1940, as amended ("1940 Act"), as an open-end
management investment company, and offers for public sale shares of beneficial
interest; and
WHEREAS, the Fund desires to adopt a Plan of Distribution ("Plan") pursuant
to Rule 12b-1 under the 1940 Act applicable to the Class C shares of IDEX II
Tax-Exempt Portfolio (the "Portfolio"), a series of shares of the Fund; and
WHEREAS, the Fund has entered into an Underwriting Agreement ("Underwriting
Agreement") with InterSecurities, Inc. ("ISI"), pursuant to which ISI serves as
Distributor of the various series and classes of shares of the Fund during the
continuous offering of its shares;
NOW THEREFORE, the Fund hereby adopts this Plan with respect to the Class C
shares of the Portfolio in accordance with Rule 12b-1 under the 1940 Act.
1. A. The Portfolio is authorized to pay to ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class C shares, a distribution fee at
the rate of up to 0.75% on an annualized basis of the average daily net assets
of the Portfolio's Class C shares. Such fee shall be calculated and accrued
daily and paid monthly or at such other intervals as the Fund and ISI shall
agree.
B. The Portfolio is authorized to pay ISI, as compensation for ISI's
services as Distributor of the Portfolio's Class C shares, a service fee at the
rate of up to 0.25% on an annualized basis of the average daily net assets of
the Portfolio's Class C shares. Such fee shall be calculated and accrued daily
and paid monthly or at such other intervals as the Fund and ISI shall agree.
C. The total fees payable under this Plan by the Portfolio with respect to
its Class C shares shall not exceed the maximum rate of 0.90% on an annual basis
of the average daily net assets of the Portfolio's Class C shares. To the extent
the sum of any service fee paid under Paragraph 1B plus the distribution fee
paid under paragraph 1A would otherwise exceed such maximum rate of 0.90%, the
distribution fee paid under paragraph 1A shall be reduced pro tanto so that such
maximum rate is not exceeded. Exhibit 15(b)(2)
1
<PAGE>
D. The Portfolio may pay a distribution or service fee to ISI at a lesser
rate than the fees specified in paragraphs 1A and 1B, respectively, of this
Plan, in either case as agreed upon by the Fund and ISI and as approved in the
manner specified in paragraph 4 of this Plan.
2. As Distributor of the Class C shares of the Portfolio, ISI may spend
such amounts as it deems appropriate on any activities or expenses primarily
intended to result in the sale of the Class C shares of the Portfolio or the
servicing and/or maintenance of Class C shareholder accounts, including, but not
limited to: compensation to employees of ISI; compensation to and expenses,
including overhead and telephone expenses, of ISI and other selected dealers who
engage in or support the distribution of shares or who service shareholder
accounts; the costs of printing and distributing prospectuses, statements of
additional information and reports for other than existing shareholders; and the
costs of preparing, printing and distributing sales literature and advertising
materials.
3. This Plan shall not take effect unless it first has been approved by a
vote of a majority of the outstanding voting securities of the Class C shares of
the Portfolio.
4. This Plan shall not take effect with respect to the Class C shares of
the Portfolio unless it first has been approved, together with any related
agreements, by votes of a majority of both (a) the Board and (b) those Trustees
of the Fund who are not "interested persons" of the Fund and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related thereto ("Independent Trustees"), cast in person at a meeting or
(meetings) called for the purpose of voting on such approval; and until the
Trustees who approve the Plan's taking effect have reached the conclusion
required by Rule 12b-1(e) under the 1940 Act.
5. If approved as set forth in paragraphs 3 and 4, this Plan shall continue
thereafter in full force and effect with respect to the Class C shares of the
Portfolio for so long as such continuance is specifically approved at least
annually in the manner provided for approval of this Plan in paragraph 4.
6. ISI shall provide to the Board and the Board shall review, at least
quarterly, a written report of the amounts expended by ISI under this Plan and
the Underwriting Agreement and the purposes for which such expenditures were
made. ISI shall submit only information regarding amounts expended for
"distribution activities," as defined in this paragraph 6, to the Board in
support of the distribution fee payable hereunder and shall submit only
information regarding amounts expended for "service activities," as defined in
this paragraph 6, to the Board in support of the service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean any
activities in connection with ISI's performance of its obligations under this
Plan or the Underwriting Agreement that are not deemed "service activities."
"Service activities" shall mean activities in connection with the provision by
ISI or other entity of personal service and/or the maintenance of shareholder
accounts with respect to the Class C shares of the Portfolio, within the meaning
of the definition of
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"service fee" for purposes of Section 26(d) of the Rules of Fair Practice of the
National Association of Securities Dealers, Inc. Overhead and other expenses of
ISI related to its "distribution activities" or "service activities," including
telephone and other communications expenses, may be included in the information
regarding amounts expended for such activities.
7. This Plan may be terminated at any time by vote of the Board, by vote of
a majority of the Independent Trustees, or by vote of a majority of the
outstanding voting securities of the Class C shares of the Portfolio.
8. This Plan may not be amended to increase materially the amount of fees
provided for in paragraph 1 hereof unless such amendment is approved by a vote
of a majority of the outstanding voting securities of the Class C shares of the
Portfolio, and no material amendment to the Plan shall be made unless approved
in the manner provided for approval and annual renewal in paragraph 5 hereof.
9. The amount of the fees payable by the Portfolio to ISI under paragraph 1
hereof and the Underwriting Agreement is not related directly to expenses
incurred by ISI on behalf of the Portfolio in serving as Distributor of the
Class C shares, and paragraph 2 hereof and the Underwriting Agreement do not
obligate the Fund to reimburse ISI for such expenses. The fee set forth in
paragraph 1 hereof will be paid by the Portfolio to ISI unless and until either
the Plan or the Underwriting Agreement is terminated or not renewed with respect
to the Class C shares. If either the Plan or the Underwriting Agreement is
terminated or not renewed with respect to the Class C shares, any distribution
expenses incurred by ISI on behalf of the Class C shares of the Portfolio in
excess of the payments of the fees specified in paragraph 1 hereof and the
Underwriting Agreement which ISI has received or accrued through the termination
date are the sole responsibility and liability of ISI, and are not obligations
of the Fund.
10. While this Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Fund shall be committed to the discretion
of the Trustees who are not interested persons of the Fund.
11. As used in this Plan, the terms "majority of the outstanding voting
securities" and "interested person" shall have the same meaning as those terms
have in the 1940 Act.
12. The Fund shall preserve copies of this Plan (including any amendments
thereto) and any related agreements and all reports made pursuant to paragraph 6
hereof for a period of not less than six years from the date of this Plan, the
first two years in an easily accessible place.
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IN WITNESS WHEREOF, the Fund has executed this Plan of Distribution on the
day and year set forth below in Largo, Florida.
Date: October 1 , 1993
ATTEST: IDEX II SERIES FUND
/S/ PAMELA C. DILS /S/ G. JOHN HURLEY
_________________________ By: _______________________
Pamela C. Dils, Secretary G. John Hurley
President and Chief
Executive Officer
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